SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 15, 1999
(Date of Report)
GEORGIA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
GEORGIA
(State of Incorporation)
1-3506
(Commission File Number)
93-0432081
(IRS Employer Identification Number)
133 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
(Address of Principal Executive Offices)
(404) 652-4000
(Registrant's Telephone Number, including area code)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
The tender offer (the "Offer") by Atlanta Acquisition Corp.
("Purchaser"), a wholly owned subsidiary of Georgia-Pacific
Corporation (the "Corporation"), for all of the outstanding
shares of common stock, par value $.001 per share (the "Shares"),
of Unisource Worldwide, Inc. ("Unisource") expired at 12:00
Midnight, New York City Time, on June 25, 1999, and Purchaser
thereafter accepted for payment pursuant to the Offer all validly
tendered Shares. Pursuant thereto, the Corporation and Purchaser
acquired 63,732,482 Shares, which Shares, together with the 1,000
Shares already owned by the Corporation represented approximately
90.7% of the then outstanding Shares of Unisource.
The Offer, which was made pursuant to a Tender Offer Statement
on Schedule 14D-1 filed with the Securities and Exchange
Commission on May 28, 1999, as amended (the "Schedule 14D-1"),
consisted of an offer by Purchaser to purchase all of the Shares
of Unisource at a purchase price of $12.00 per Share, net to the
seller in cash.
Pursuant to an Agreement and Plan of Merger dated as of May
25, 1999 (the "Merger Agreement"), among the Corporation,
Purchaser and Unisource, Purchaser was merged with and into
Unisource (the "Merger") on July 6, 1999 (the "Effective Time").
At the Effective Time, and by virtue of the Merger, Shares of
Unisource that were not tendered into the Offer (other than
Shares held by (i) Unisource or (ii) the Corporation and its
subsidiaries) were converted into the right to receive $12.00 per
Share in cash, subject to dissenters' rights.
The Offer was not conditioned upon any financing
arrangements. Purchaser estimates that the total amount of funds
required to consummate the Offer and the Merger, repay certain
outstanding indebtedness of Unisource which became payable upon
completion of the Merger and pay related fees and expenses is
approximately $1.3 billion. Purchaser has obtained all such
funds from the Corporation.
The Corporation has borrowed $470 million of the total
amount required by Purchaser by increasing its existing accounts
receivable sale program with a consortium of banks led by
Canadian Imperial Bank of Commerce from $280 million at March 31,
1999 to a total of $750 million. The Corporation pays for funds
advanced under this program at approximately 35 basis points over
the commercial paper borrowing costs of the acquirors of such
receivables, plus applicable fees. This program, which is not
otherwise collateralized, matures on June 15, 2000.
An additional $836,625,000 of the total amount required has
been obtained from the public offering and sale by the
Corporation of Premium Equity Participation Security Units (the
"PEPS Units") each consisting of a senior deferrable interest-
bearing note maturing on August 16, 2004 and a stock purchase
contract requiring the purchase of $50 worth of shares of the
Corporation Common Stock (as defined below) not later than August
16, 2002. The number of shares purchased for $50 will depend on
the average closing price of the Corporation's Georgia-Pacific
Group Common Stock over a twenty trading-day period ending August
13, 2002. The PEPS Units will provide a total yield of
approximately 7.5% per annum.
<PAGE>
The Corporation also utilized a 364-day non-collateralized
bridge loan of up to $1.0 billion, which was extended to the
Corporation by Morgan Stanley Senior Funding, Inc. at an interest
rate of approximately 100 basis points over LIBOR. All such
borrowings under this bridge loan have been repaid from proceeds
from the sale of the PEPS Units.
The Corporation is the leading manufacturer and distributor
of building products in the United States and one of the world's
leading manufacturers and distributors of pulp, paper and related
chemicals for the forest products industry. Unisource is the
largest independent distributor of printing and imaging products,
packaging systems and sanitary maintenance supplies in North
America and the Corporation intends to operate Unisource in a
manner consistent with its philosophy of investing for the long
term. Other business strategies under review include the making
of additional capital expenditures at Unisource's facilities,
review of the Corporation's and Unisource's operations, the
disposition of certain assets not essential for the combined
entity's principal operations and the reduction of selling,
general and administrative and other expenses.
Information concerning Unisource, the Offer and the Merger,
including the amount and source of funds for the Offer and the
Merger, is set forth in the Offer to Purchase filed as Exhibit
(a)(1) to the Schedule 14D-1 and in the Merger Agreement, filed
as Exhibit 99(c)(1) to the Schedule 14D-1.
<PAGE> -2-
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial statements of business acquired
(1) The audited consolidated financial statements of
Unisource Worldwide, Inc. contained in its Form 10-K
Annual Report for the fiscal year ended September 30,
1998, previously filed with the Securities and Exchange
Commission, are incorporated herein by this reference.
(2) The unaudited consolidated financial statements of
Unisource Worldwide, Inc. contained in its Form 10-Q
Quarterly Reports for the quarters ended December 31,
1998 and March 31, 1999, previously filed with the
Securities and Exchange Commission, are incorporated
herein by this reference.
(b) Pro forma financial information
(1) Pro-forma financial information required by Item 7 of
Form 8-K will be filed by amendment by no later than 60
days after this report.
(c) Exhibits
Exhibit Offer to Purchase, dated May 28, 1999 (filed as
2.1 Exhibit (a)(1) to the Schedule 14D-1 of Atlanta
Acquisition Corp. and Georgia-Pacific Corporation,
and incorporated herein by this reference thereto).
2.2 Agreement and Plan of Merger dated as of May 25,
1999, among Unisource Worldwide, Inc., Georgia-
Pacific Corporation and Atlanta Acquisition Corp.
(filed as Exhibit 99(c)(1) to the Schedule 14D-1 of
Atlanta Acquisition Corp. and Georgia-Pacific
Corporation, and incorporated herein by this
reference thereto).
23 Consent of Independent Public Accountants.
The consent of Arthur Andersen & Co. will be filed at
the earliest practicable date.
99 Press release issued by Georgia-Pacific Corporation
on July 6, 1999.
<PAGE> -3-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
DATED: July 15, 1999
GEORGIA-PACIFIC CORPORATION
By /s/ Kenneth F. Khoury
Kenneth F. Khoury
Vice President, Deputy
General Counsel and
Secretary
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EXHIBIT 99
133 Peachtree Street Northeast
Atlanta, Georgia 30303
(404) 652-4000
News from Georgia-Pacific
Release No. C-1535
Contact: Ken Haldin
(404) 652-6098
Greg Guest
(404) 652-4739
July 6, 1999
GEORGIA-PACIFIC COMPLETES MERGER WITH UNISOURCE WORLDWIDE,
APPOINTS KEY LEADERSHIP; SETS TARGET FOR RESUMPTION
OF SHARE REPURCHASES
ATLANTA -- Georgia-Pacific Corp. today announced that it has
completed its merger with Unisource Worldwide Inc., named a
leadership team for Unisource and embarked on a comprehensive
initiative to strategically unite the two companies for the
benefit of shareholders of Georgia-Pacific Group (NYSE: GP), the
pulp, paper and building products business of Georgia-Pacific
Corp.
In addition, the corporation has increased its target
corporate debt level to $6.8 billion, including $5.8 billion for
Georgia-Pacific Group, up from $4.75 billion to reflect financing
incurred for the Unisource merger. Assuming continued strong
operating results and cash flow, the group anticipates resuming
share repurchases.
Unisource, formerly North America's largest independent
marketer and distributor of printing and imaging paper and supply
systems, will conduct business under its existing name as a
separate distribution subsidiary of Georgia-Pacific Group. As a
result of this transaction, Unisource common stock will be
delisted from the New York Stock Exchange and it will cease to be
a Securities and Exchange Commission reporting company.
Combined revenues of the merged companies exceeded $20
billion last year.
-more-
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"Since our merger agreement was first announced, we have
been aggressively focusing on a strategy that will transform
Unisource and optimize the synergies between its distribution
business and Georgia-Pacific," said A.D. "Pete" Correll, chairman
and chief executive officer of Georgia-Pacific Corp. "We expect
to be able to achieve immediate operational improvements and to
make hard-cost savings by reducing overhead and eliminating the
overlaps inherent in these businesses.
"At the same time, Georgia-Pacific Group's essential
financial objectives remain firmly in place. Those objectives
are to generate returns over the business cycle that exceed the
cost of capital, limit our capital spending, target the group to
operate below its debt-level ceiling and distribute excess free
cash flow to shareholders through share repurchases," Correll
said. "Together with our strategy to own and operate a fortified
commercial tissue business through our recently announced
Wisconsin Tissue partnership, Georgia-Pacific Group has further
strengthened its position to compete in our industry with solid
cash flows and diverse earnings capability."
The new Unisource leadership team will be overseen by Lee M.
Thomas, executive vice president - paper and chemicals. The
leadership group includes several key Georgia-Pacific managers
who will guide Unisource's operations as a subsidiary of Georgia-
Pacific.
Charles C. Tufano, vice president - building products sales
and distribution, west, and formerly director of printing papers
sales for the company's communication papers group, has been
named president of Unisource. "Chuck's unique background of
leadership in distribution, printing, publishing and packaging
functions will serve him well as he works with Unisource's
customers and suppliers to provide superior service as an
organization," said Thomas.
-more-
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Reporting to Tufano will be two current Unisource executives
- - Kenneth F. Vuylsteke and Paul B. Stewart Jr. Vuylsteke has
been named vice president - Unisource west and Stewart has been
named vice president - Unisource east. Tufano also will work
directly with Yves Montmarquette, president - Unisource Canada,
who will continue to manage the subsidiary's Canadian business.
Also reporting to Tufano will be Simon H. Davies, formerly
director of international business - Georgia-Pacific paper group,
who was named vice president - Unisource international
operations; Michael Houghton, formerly director of sales and
marketing - Georgia-Pacific communication papers, who was named
vice president - Unisource marketing; and Matthew C. Tyser,
formerly group controller - Georgia-Pacific building products
sales and distribution, who was named vice president and chief
financial officer for Unisource.
"Our new Unisource management group already has hit the
ground running," said Correll. "I am confident this is a very
strong team to lead the transformation and build Unisource into
the preferred distributor of paper and supplies in North
America."
In other announcements regarding Georgia-Pacific's building
products distribution division, Steven C. Hardin, national sales
manager, structural panels, has been named vice president,
building products sales and distribution - west, replacing
Tufano, effective immediately. David Morris, regional sales
manager - growth accounts, has been named vice president and
controller - building products distribution.
-more-
<PAGE> -4-
Georgia-Pacific (www.gp.com) is the leading manufacturer and
distributor of building products in the United States and one of
the world's leading manufacturers and distributors of pulp, paper
and related chemicals for the forest products industry. It
consists of two distinct operating groups: Georgia-Pacific Group
and The Timber Company (NYSE: TGP), which manages 5 million acres
of timberland in North America. The company employs 45,000
people at more than 400 locations in the United States and
Canada.
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