-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Re52aPWEiFYmSTIau/+Ldpt6+ODuq/fbUeLgUsbmeWgV2k9Ic7kBo8Uz65ketsE7 MYAIrDk5St+xy43S6hzDwQ== /in/edgar/work/0000931763-00-002261/0000931763-00-002261.txt : 20001016 0000931763-00-002261.hdr.sgml : 20001016 ACCESSION NUMBER: 0000931763-00-002261 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001013 GROUP MEMBERS: FENRES ACQUISITION CORPORATION GROUP MEMBERS: GEORGIA PACIFIC CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORT JAMES CORP CENTRAL INDEX KEY: 0000053117 STANDARD INDUSTRIAL CLASSIFICATION: [2621 ] IRS NUMBER: 540848173 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-10919 FILM NUMBER: 739700 BUSINESS ADDRESS: STREET 1: 1650 LAKE COOK RD STREET 2: PO BOX 89 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8473175000 MAIL ADDRESS: STREET 1: 1650 LAKE COOK RD STREET 2: PO BOX 89 CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: JAMES RIVER CORP OF VIRGINIA DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA PACIFIC CORP CENTRAL INDEX KEY: 0000041077 STANDARD INDUSTRIAL CLASSIFICATION: [2400 ] IRS NUMBER: 930432081 STATE OF INCORPORATION: GA FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 133 PEACHTREE ST NE STREET 2: 41ST FL CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045214000 MAIL ADDRESS: STREET 1: 133 PEACHTREE ST NE STREET 2: 41ST FL CITY: ATLANTA STATE: GA ZIP: 30303 SC TO-C 1 0001.txt SCHEDULE TO-C - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE TO-C Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 --------------- FORT JAMES CORPORATION (Name of Subject Company (Issuer)) --------------- FENRES ACQUISITION CORP. GEORGIA-PACIFIC CORPORATION (Offeror) (Names of Filing Persons (identifying status as offeror, issuer or other person)) Common Stock, Par Value $0.10 Per Share Including Associated Rights (Title of Class of Securities) 347471 10 4 (CUSIP Number of Class of Securities) James F. Kelley, Esq. Georgia-Pacific Corporation 133 Peachtree Street, N.E. Atlanta, Georgia 30303 (404) 652-4000 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of filing persons) --------------- Copy to: Creighton O'M. Condon, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 (212) 848-4000 CALCULATION OF FILING FEE ================================================================================ Transaction Valuation* Amount of Filing Fee** - -------------------------------------------------------------------------------- Not Applicable Not Applicable ================================================================================ [_] Check the box if any part of the fee is offset as provided by Rule 0- 11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: ___________________ Filing Party: _________________ Form or Registration No.: _________________ Date Filed: ___________________ [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] EX-99.1 2 0002.txt GEORGIA-PACIFIC PRESS RELEASE EXHIBIT 99.1 Georgia-Pacific [logo] 133 Peachtree Street Northeast Atlanta, Georgia 30303 (404) 652-4000 News from Georgia-Pacific - -------------------------------------------------------------------------------- Release No. C-1616 Oct. 13, 2000 GEORGIA-PACIFIC LAUNCHES EXCHANGE OFFER FOR SHARES OF FORT JAMES CORP. ATLANTA--Georgia-Pacific Corp. (NYSE: GP) today launched its exchange offer for all outstanding shares of Fort James Corp. (NYSE: FJ) under a previously announced merger agreement between the two companies. When the merger is completed, Georgia-Pacific will be the world's leading tissue manufacturer. In the exchange offer, Georgia-Pacific will pay $29.60 per share in cash and 0.2644 shares of Georgia-Pacific Group common stock for each outstanding share of Fort James common stock. The exchange ratio will be adjusted downward if the price of Georgia-Pacific Group shares exceeds $39.33 for 10 trading days prior to the expiration of the exchange offer. The offer and withdrawal rights are scheduled to expire at midnight (New York City time) on Nov. 9, but may be extended by Georgia-Pacific. Both Georgia-Pacific and Fort James have complied with a "second request" for documents from the U.S. Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act. Georgia-Pacific said it anticipates being able to purchase and pay for shares of Fort James common stock tendered in the exchange offer promptly after Nov. 9. The transaction is valued at approximately $11 billion, and includes the assumption of approximately $3.5 billion of Fort James debt. Georgia-Pacific expects to complete the merger later this year. A prospectus describing the exchange offer, a letter of transmittal to be used to tender shares of Fort James common stock in the exchange offer, and related documents, are being mailed to shareholders of Fort James. The offer is subject to a number of conditions which are described in the prospectus, including that at least two-thirds of all outstanding shares of Fort James common stock are properly tendered to Georgia-Pacific, that all waiting periods under applicable antitrust laws have expired or been terminated, that the shares of Georgia-Pacific Group to be issued in the offer and the merger have been approved for listing on the New York Stock Exchange, and that no litigation be pending against the transaction. Georgia-Pacific has appointed Merrill Lynch & Co. and Banc of America LLC as co-dealer managers of the exchange offer. EquiServe Trust Company N.A. has been appointed to act as exchange agent, and D.F. King & Co., Inc. is the information agent for the offer (telephone number: 1-888-460-7637). -more- -2- Headquartered at Atlanta, Georgia-Pacific (www.gp.com) is one of the world's leading manufacturers and distributors of paper and building products. Its familiar consumer brands include Angel Soft, Sparkle, Coronet and MD tissue products and Pacific Garden antibacterial hand soap. The company also sells tissue products for the away-from-home market. Georgia-Pacific's building products distribution segment has long been among the nation's leading wholesale suppliers of building products to professional builders and contractors, hardware stores and large do-it-yourself warehouse retailers. In addition, Georgia-Pacific is the nation's largest producer of structural wood panels and second largest producer of lumber and gypsum wallboard. With 1999 sales of $17.8 billion, the company employs approximately 55,000 people at more than 500 locations in North America. Fort James (www.fortjames.com) is a leading international consumer products company, serving consumers both at home and away-from-home with bathroom and facial tissue, paper towels, napkins, cotton pads, cups, plates, cutlery and food wrap products. The company's popular brands include Quilted Northern, Soft 'N Gentle, Brawny, Mardi Gras, So-Dri, Vanity Fair and Dixie in North America, and Lotus, Okay, Embo, Colhogar, Tenderly, KittenSoft, Delica and Demark'Up in Europe. With 1999 sales of $6.8 billion, the company has approximately 50 manufacturing facilities principally located in the U.S., Canada and Europe. -0- Media Contacts: Ken Haldin / Georgia-Pacific (404) 652-6098 Greg Guest / Georgia-Pacific (404) 652-4739 Mark Lindley / Fort James (847) 317-5280 Analyst Contacts: Richard Good / Georgia-Pacific (404) 652-4720 Celeste Gunter / Fort James (847) 317-5355 -----END PRIVACY-ENHANCED MESSAGE-----