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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Amendment No. 2
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UNISOURCE WORLDWIDE, INC.
(Name of Subject Company)
ATLANTA ACQUISITION CORP.
GEORGIA-PACIFIC CORPORATION
(Bidders)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
909208 10 0
(CUSIP Number of Class of Securities)
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James F. Kelley, Esq.
Senior Vice President Law and General Counsel
Georgia-Pacific Corporation
133 Peachtree, N.E.
Atlanta, GA 30303
(404) 652-4000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Bidders)
With Copies to:
Creighton O'M. Condon, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on May 28,
1999 (the "Schedule 14D-1") relating to an offer by Atlanta Acquisition Corp.,
a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Georgia-
Pacific Corporation, a Georgia corporation ("Parent"), to purchase all
outstanding shares of common stock, par value $.001 per share (the "Shares"),
of Unisource Worldwide, Inc., a Delaware corporation (the "Company"), at a
price of $12.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Purchaser's Offer to Purchase,
dated May 28, 1999 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"), copies of which were attached as
exhibits to the Schedule 14D-1.
Item 11. Materials to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by the addition of the following
exhibit thereto:
Exhibit (a)(11) Letter of National City Bank to Participants of the
Company Dividend Reinvestment and Share Purchase Plan.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
June 9, 1999
ATLANTA ACQUISITION CORP.
BY: /s/ James F. Kelley
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Name: James F. Kelley
Title: Vice President and
Secretary
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
June 9, 1999
GEORGIA-PACIFIC CORPORATION
BY: /s/ James F. Kelley
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Name: James F. Kelley
Title: Senior Vice President Law
and General Counsel
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EXHIBIT (a)(11)
TO PARTICIPANTS OF THE UNISOURCE WORLDWIDE, INC.
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN:
National City Bank ("NCB") serves as Administrator and Participant Agent for the
Unisource Worldwide, Inc. Dividend Reinvestment and Share Purchase Plan (the
"Plan").
As a holder of shares of Unisource Worldwide, Inc. common stock, par value $.001
per share (the "Shares"), you have previously received an Offer to Purchase,
dated May 28, 1999 (the "Offer to Purchase"), the related blue Letter of
Transmittal and associated tender offer materials in connection with the offer
(the "Offer") by Atlanta Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Georgia-Pacific Corporation, a Georgia corporation,
to purchase all outstanding Shares at a price per Share of $12.00, net to the
seller in cash, without interest. Any Shares held by NCB on your behalf in the
Plan may be tendered by NCB pursuant to your instruction. The Offer is scheduled
to expire at 12:00 Midnight, New York City time, on June 25, 1999, unless the
Offer is extended.
To instruct NCB to tender Shares held in your Plan account, including any Shares
purchased for you with the June 10, 1999 dividend, and to deliver those Shares
to the Depositary for the Offer (First Chicago Trust Company of New York),
please complete this form and return it to NCB in the envelope provided prior to
June 23, 1999 so that NCB can properly tender such Shares prior to the June 25,
1999 expiration date.
Please do not send any physical stock certificates to NCB. Any physical stock
certificates you hold and wish to be tendered should be sent directly to the
aforementioned Depositary with the blue Letter of Transmittal previously sent to
you. Even if you already signed and returned the Letter of Transmittal, you
must complete this form and return it to NCB as this form will serve as
confirmation of your tender of your Shares held in the Plan and as authorization
for NCB to deliver those Shares to the Depositary.
If you have any questions with regard to your Dividend Reinvestment Plan
account, please call NCB's reinvestment service staff at 1-800-622-6757.
If you have not received the Offer to Purchase, the blue Letter of Transmittal
or associated tender offer materials, please call D. F. King & Co., Inc. at
1-800-488-8095.
Shareholder Name and Address [ ] Please tender all shares held in
my Plan account, including any
shares purchased on my behalf
with the June 10, 1999 dividend.
[ ] Please tender only_____________
shares held in my Plan account.
[ ] Do not tender any shares held in
my Plan account.
______________________________
Date:
______________________________
Signature(s):
______________________________
(Joint Owner Signature):
(If you are signing in a representative capacity, please state that capacity and
provide supporting documentation.)
