<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Amendment No. 6
(Final Amendment)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
----------------
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)
----------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Person Above
Georgia-Pacific Corporation
- --------------------------------------------------------------------------------
2. Check the appropriate Box if a member of a Group
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
BK
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
[_]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Incorporation
Georgia
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
63,732,482
- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
[_]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
90.7%
- --------------------------------------------------------------------------------
10. Type of Reporting Person
CO
2
<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Person Above
Atlanta Acquisition Corp.
- --------------------------------------------------------------------------------
2. Check the appropriate Box if a member of a Group
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
AF
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
[_]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Incorporation
Delaware
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
63,732,482
- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
[_]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
90.7%
- --------------------------------------------------------------------------------
10. Type of Reporting Person
CO
3
<PAGE>
This Amendment No. 6 (Final Amendment) to the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on May 28,
1999 (the "Schedule 14D-1") relates to the 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. Pursuant to Instruction F of Schedule 14D-1,
this Amendment No. 6 is submitted in satisfaction of the reporting obligations
of Purchaser and Parent under Section 13(d) of the Securities Exchange Act of
1934, as amended.
Item 6. Interest in Securities of the Subject Company.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
The Offer expired as scheduled at 12:00 midnight, New York City time, on
Friday, June 25, 1999. Based on a preliminary count, 63,732,482 Shares were
tendered (of which 4,465,195 Shares were tendered pursuant to notices of
guaranteed delivery) which, when combined with the 1,000 Shares beneficially
owned by Parent, represents approximately 90.7% of the issued and outstanding
Shares. On Saturday, June 26, 1999, effective as of 12:01 a.m., all Shares
validly tendered and not withdrawn prior to the expiration of the Offer were
accepted for payment. Parent intends to effect the Merger of Purchaser with
and into the Company promptly. Parent and Purchaser own a sufficient number of
Shares to enable Purchaser to effect the Merger without a vote or meeting of
the Company's stockholders. Pursuant to the Merger, Shares of the Company that
were not tendered into the Offer (other than Shares held by (i) the Company or
(ii) Parent and its subsidiaries) will be converted into the right to receive
$12.00 per Share in cash, subject to dissenters' rights. Following the Merger,
the Company will become a wholly owned subsidiary of Parent. A press release
issued by Parent on June 28, 1999 announcing the expiration of the Offer and
the acceptance of validly tendered Shares is attached hereto as Exhibit
(a)(15) and is incorporated herein by reference.
Item 11. Material to Be Filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by the
addition of the following exhibits thereto:
Exhibit (a)(15) Press Release issued by Parent dated June 28, 1999.
Exhibit 99.3 Agreement among Georgia-Pacific Corporation and Atlanta
Acquisition Corp. pursuant to Rule 13d-1(k)(1)(iii).
4
<PAGE>
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 28, 1999
ATLANTA ACQUISITION CORP.
BY: /s/ James F. Kelley
----------------------------------
Name: James F. Kelley
Title: Vice President and
Secretary
5
<PAGE>
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 28, 1999
GEORGIA-PACIFIC CORPORATION
BY: /s/ James F. Kelley
----------------------------------
Name: James F. Kelley
Title: Senior Vice President Law
and General Counsel
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
Exhibit No.
(a)(15) Press Release issued by Parent, dated June 28, 1999.
99.3 Agreement among Georgia-Pacific Corporation and Atlanta
Acquisition Corp. pursuant to Rule 13d-1(k)(1)(iii).
</TABLE>
<PAGE>
EXHIBIT (a)(15)
Monday June 28, 9:03 am Eastern Time
Company Press Release
SOURCE: Georgia-Pacific Corp.
Georgia-Pacific Completes Tender Offer for Unisource Worldwide
Georgia-Pacific Corp. today announced that it has completed its tender offer
for all outstanding shares of common stock of Unisource Worldwide Inc. (NYSE:
UWW-news) for $12 per share in cash.
As scheduled, the tender offer expired at midnight Eastern time Friday, June
25. Based on a preliminary count, a total of 63.7 million common shares of
Unisource were tendered, representing approximately 91 percent of all
outstanding shares of Unisource. All shares tendered were accepted for
payment.
Georgia-Pacific expects to complete its previously announced merger agreement
with Unisource on July 6. At that time, all shares of Unisource not purchased
in the tender offer will be converted into the right to receive $12 per share
in cash, subject to dissenter's rights under Delaware law.
After the merger, Unisource will conduct business under its existing name as a
separate distribution subsidiary of Georgia-Pacific Group (NYSE: GP-news), the
pulp, paper and building products business of Georgia-Pacific Corp.
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, which includes the pulp, paper and building products
business, and The Timber Company (NYSE: TGP-news), which manages 5 million
acres of timberland in North America.
SOURCE: Georgia-Pacific Corp.
<PAGE>
Exhibit 99.3
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, each of the undersigned
agrees that the statement to which this Exhibit is attached is filed on its
behalf.
June 28, 1999
GEORGIA-PACIFIC CORPORATION
By: /s/ James F. Kelley
--------------------------------
Name: James F. Kelley
Title: Senior Vice President Law
and General Counsel
ATLANTA ACQUISITION CORP.
By: /s/ James F. Kelley
--------------------------------
Name: James F. Kelley
Title: Vice President and
Secretary
