<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. 3
----------------
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>
This Amendment No. 3 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 10. Additional Information.
Items 10(b) and (c) are hereby amended and supplemented as follows:
On June 14, 1999, Parent issued a press release announcing that the waiting
period under the Hart-Scott- Rodino Antitrust Improvements Act of 1976
applicable to the purchase of Shares pursuant to the Offer expired on June 10,
1999. A copy of the press release issued by Parent with respect to the
foregoing is attached hereto as Exhibit (a)(12) and incorporated herein by
reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by the addition of the following
exhibit thereto:
Exhibit (a)(12)Press release issued by Parent on June 14, 1999.
2
<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 15, 1999
ATLANTA ACQUISITION CORP.
BY: /s/ James F. Kelley
----------------------------------
Name: James F. Kelley
Title: Vice President and
Secretary
3
<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 15, 1999
GEORGIA-PACIFIC CORPORATION
BY: /s/ James F. Kelley
----------------------------------
Name: James F. Kelley
Title: Senior Vice President Law
and General Counsel
4
<PAGE>
[LETTERHEAD OF GEORGIA-PACIFIC APPEARS HERE]
News from Georgia-Pacific
Release: C-1527
Contact: Ken Haldin
(404) 652-6098
Greg Guest
(404) 652-4739
June 14, 1999
GEORGIA-PACIFIC/UNISOURCE WORLDWIDE AGREEMENT
---------------------------------------------
CLEARS HART-SCOTT-RODINO WAITING PERIOD
---------------------------------------
ATLANTA -- Georgia-Pacific Corp. said today that the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 regarding
the previously announced merger of Georgia-Pacific Corp. and Unisource Worldwide
Inc. expired June 10 without any request from the U.S. government for additional
information or an extension of the waiting period.
A definitive merger agreement between the two companies was announced May
25. Under that agreement, Georgia-Pacific is acquiring all outstanding shares of
Unisource through a cash tender offer, which is scheduled to close June 25. The
arrangement strategically unites Georgia-Pacific Group (NYSE:GP), the pulp,
paper and building products business of Georgia-Pacific Corp., with Berwyn, Pa.-
based Unisource (NYSE:UWW), the largest independent marketer and distributor of
printing and imaging paper and supply systems in North America.
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.
