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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. 1
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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. 1 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
exhibits thereto:
Exhibit (a)(9) Notice to the Company RSP Participants dated June 4, 1999
from The Northern Trust Company.
Exhibit (a)(10) Form of Instruction to Trustee Whether or Not to Tender
Shares.
2
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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 7, 1999
ATLANTA ACQUISITION CORP.
BY: /s/ James F. Kelley
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Name: James F. Kelley
Title: Vice President and
Secretary
3
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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 7, 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
4
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EXHIBIT (a)(9)
NOTICE TO UNISOURCE RSP PARTICIPANTS
IMMEDIATE ATTENTION REQUIRED
June 4, 1999
Dear Participant in the Unisource Worldwide, Inc. Retirement Savings Plan:
The attached package contains very important information about the
proposed transactions (the "Transaction") between Unisource Worldwide, Inc.
("Unisource") and Atlanta Acquisition Corp. ("AAC"), a wholly owned subsidiary
of Georgia-Pacific Corporation, a Georgia corporation ("Georgia-Pacific"). The
Transaction will directly affect your interest in the portion of your account
under Unisource Worldwide, Inc. Retirement Savings Plan (the "RSP") that is
invested in Unisource Worldwide, Inc. common stock ("Unisource Stock"). The
enclosed materials include the Offer to Purchase and related Letter of
Transmittal, and Solicitation/Recommendation Statement on schedule 14D-9, which
have been furnished by Georgia-Pacific and Unisource, respectively. PLEASE READ
ALL OF THE ENCLOSED MATERIALS CAREFULLY.
As more fully described below and in the enclosed package, the
transaction is comprised of a Tender Offer - that is, an offer by AAC to
purchase any and all outstanding shares of common stock issued by Unisource,
including the shares of Unisource Stock allocated to your account under the RSP,
at a price of $12.00 per share net to the seller in cash, without interest
thereon, upon the terms and conditions set forth in the enclosed Agreement and
Plan of Merger. As a participant in the RSP, you have the right to direct The
Northern Trust Company, the trustee of the RSP (the "Trustee") whether or not to
tender the shares of Unisource Stock allocated to your account under the RSP.
After reading these materials, you should complete the enclosed
Direction Form and return it in the postage-paid envelope that is provided. In
order to ensure that your directions to the Trustee remain confidential, all
Direction Forms will be returned directly to the Trustee. Your completed
Direction Form must be received before 5:00 p.m. Eastern Standard Time on June
23, 1999.
Please note that a form that is postmarked before the June 23rd deadline
but actually received after the deadline will be too late and not effective.
Mail your form early enough for it to be RECEIVED BY THE TRUSTEE before the
deadline.
IF YOUR DIRECTION FORM IS NOT RECEIVED BY THE TRUSTEE BEFORE 5:00 P.M.
EASTERN STANDARD TIME ON JUNE 23, 1999, THE TRUSTEE WILL NOT TENDER (OFFER TO
SELL) TO AAC ANY OF THE SHARES OF UNISOURCE STOCK ALLOCATED TO YOUR ACCOUNT
UNDER THE RSP, UNLESS IT DETERMINES THAT IT IS LEGALLY OBLIGATED TO DO SO.
Please note that your instructions to the Trustee will be kept
confidential. No one at Unisource, AAC, or Georgia-Pacific will be informed of
your decision on how to instruct the Trustee.
SUMMARY OF PROPOSED TRANSACTION
The proposed acquisition of Unisource by AAC will take place as follows
and which is more fully described in the enclosed materials:
AAC has made a TENDER OFFER to buy any and all of the outstanding shares
of Unisource Stock for $12.00 per share for each share tendered (the "Per Share
Amount"), subject to the conditions described below and in the enclosed package
(the "Tender Offer"), net to the stockholder in cash, subject to any applicable
withholding of taxes. The Merger Agreement prohibits AAC from amending the terms
of
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the Tender Offer, without the consent of Unisource, to (i) decrease the price to
be paid for Unisource Stock in the Tender Offer, (ii) reduce the number of
shares of Unisource Stock sought in the Tender Offer, (iii) add to the
conditions to the Tender Offer, (iv) change the form of consideration to be paid
for Unisource Stock in the Tender Offer or (v) make any other change in the
terms of the Tender Offer that is adverse to holders of shares of Unisource
Stock. The Merger Agreement obligates AAC to extend the Tender Offer until all
of the conditions to the Tender Offer are satisfied or waived if, at the
scheduled or extended expiration date of the Tender Offer, any of the conditions
of the Tender Offer have not been satisfied or waived by AAC, until such
conditions are satisfied or waived. The Merger Agreement also requires that AAC
extend the Tender Offer for any period required by any rule, regulation,
interpretation or position of the Securities and Exchange Commission or any
other period required by applicable law. Notwithstanding the foregoing, in
connection with a termination of the Merger Agreement, AAC may terminate the
Tender Offer 120 days after its commencement if all of the conditions to the
Tender Offer are not satisfied or waived by AAC at such time.
The Merger Agreement provides that AAC will be merged with and into
Unisource (the "Merger") as soon as practicable following the satisfaction or
waiver of the conditions set forth in the Merger Agreement. Under the terms of
the Merger Agreement, at the closing of the Merger, each share of Unisource
Stock will be converted into the right to receive from the surviving corporation
an amount equal to the Per Share Amount in cash (the "Merger Consideration")
payable, without interest, to the holder of such share of Unisource Stock.
Notwithstanding the foregoing, the Merger Consideration will not be payable in
respect of (a) shares of Unisource Stock held by Unisource or by Georgia-Pacific
or any of its subsidiaries, which will be canceled upon the closing of the
Merger, and (b) shares of Unisource Stock as to which appraisal rights have been
properly exercised.
At this time, you have the opportunity to determine how to respond to
the Tender Offer. By completing the enclosed Direction Form in accordance with
the instructions set forth below, you may direct the Trustee of the RSP whether
to tender all, some, or none of the shares of Unisource Stock allocated to your
account under the RSP.
HOW THE TENDER OFFER WORKS
Everyone who owns shares of Unisource Stock, including employee benefit
plans such as the RSP, may tender their shares of Unisource Stock -- meaning
offer to sell the shares to AAC. THE TENDER OFFER IS CURRENTLY SCHEDULED TO
EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD TIME, ON JUNE 25, 1999, BUT THE
TENDER OFFER MAY BE EXTENDED.
PLEASE NOTE THAT YOU CANNOT TENDER THE SHARES OF UNISOURCE STOCK
ALLOCATED TO YOUR ACCOUNT UNDER THE RSP DIRECTLY TO AAC. INSTEAD, IF YOU WANT
THOSE SHARES OF UNISOURCE STOCK TO BE TENDERED, YOU MUST USE THE ENCLOSED
DIRECTION FORM.
As explained in more detail in the enclosed package, there are a number
of conditions that must be met for AAC to be obligated to buy Unisource Stock.
Most importantly, notwithstanding any other provisions of the Tender Offer but
subject to compliance with the other provision of the Merger Agreement, the
Merger Agreement provides that AAC is not required to accept for payment or pay
for any shares of Unisource Stock tendered pursuant to the Tender Offer, and may
terminate or amend the Tender Offer in accordance with the Merger Agreement and
may extend the acceptance for payment of and payment for shares of Unisource
Stock tendered, if (i) at least the number of shares of Unisource Stock that
when added to the shares of Unisource Stock already owned by Georgia-Pacific
constitute a majority of the then outstanding shares of Unisource Stock on a
fully diluted basis (including, without limitation, all shares of Unisource
Stock issuable upon the conversion of any convertible securities or upon the
exercise of any options, warrants or rights) has not been validly tendered (and
not withdrawn) prior to the expiration of the Tender Offer (the "Minimum
Condition"), (ii) any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the "HSR Act") has not expired or been
terminated prior to
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the expiration of the Tender Offer, or (iii) at any time on the after the date
of the Merger Agreement, and prior to the acceptance for payment of shares of
Unisource Stock, any of the conditions outlined on pages 6 through 7 of the
Solicitation/Recommendation Statement exist and remain in effect.
THUS, THERE IS NO ASSURANCE THAT ANY OR ALL OF THE SHARES OF UNISOURCE
STOCK ALLOCATED TO YOUR ACCOUNT UNDER THE RSP WILL BE PURCHASED BY ACC PURSUANT
TO THE TENDER OFFER, EVEN IF YOU DIRECT THE TRUSTEE TO TENDER ALL OF THE SHARES
OF UNISOURCE STOCK ALLOCATED TO YOUR ACCOUNT. IN ADDITION, IF CERTAIN CONDITIONS
ARE NOT MET, THERE IS NO ASSURANCE THAT ANY SHARES OF UNISOURCE STOCK WILL BE
PURCHASED. IN THE EVENT THAT AAC DOES NOT PURCHASE THE UNISOURCE STOCK IN YOUR
ACCOUNT, YOUR ACCOUNT WILL CONTINUE TO REFLECT THE ALLOCATION OF UNISOURCE
STOCK THAT YOU HAVE ELECTED TO MAINTAIN AND YOU WILL RETAIN THE ABILITY TO
ALLOCATE YOUR ACCOUNT BALANCES PURSUANT TO THE TERMS OF THE RSP.
As noted above, if your Direction Form is not received by the Trustee
before 5:00 p.m. Eastern Standard Time on June 23, 1999, the Trustee will not
tender any of shares of Unisource Stock allocated to your account under the RSP,
unless it determines that it is legally obligated to do so.
INVESTMENT OF TENDER OFFER PROCEEDS
AAC will pay cash to the Trustee for all shares of Unisource Stock
allocated to your account under the RSP that are actually purchased pursuant to
the Tender Offer. The Proceeds will then be reinvested in the Stable Value Fund
established under the RSP. If you so elect, you may reinvest the proceeds in any
existing investment fund within the RSP.
PROCEDURE FOR DIRECTING TRUSTEE
A Direction Form for you to use to direct the Trustee is enclosed. In
order to be effective, this form must be properly completed and returned in the
enclosed envelope in time to be received by the Trustee before 5:00 p.m. Eastern
Standard Time on June 23, 1999. A form that is postmarked before this deadline
but actually received after the deadline will be too late and will not be
effective.
Please note the address on the reverse side of the Direction Form; it
indicates the number of equivalent shares of Unisource Stock allocated to your
account under the RSP as of May 25, 1999. The Trustee of the RSP holds Unisource
Stock in the Unisource Stock Fund under the RSP. Units of the Unisource Stock
Fund under the RSP are credited to individual participants' accounts in
accordance with the terms of the RSP. These units of the Unisource Stock Fund
have been converted into an equivalent number of shares of Unisource Stock and
then rounded up or down to the closest number of whole shares. The whole number
of equivalent shares are referred to in this Notice to Participants as the
"shares of Unisource Stock allocated to your account under the RSP".
The number of shares of Unisource Stock allocated to your account under
the RSP does not appear on your instruction form. The RSP's daily valuation
design feature prevents Unisource from supplying to the Trustee an accurate
allocation of the number of shares of Unisource Stock in your account under the
RSP with enough time for you to make an informed decision with respect to the
Offer. Therefore, the instruction form provides that you may instruct the
Trustee either to tender all of the shares of Unisource Stock, a percentage in
whole numbers of the shares of Unisource Stock, or none of the shares of
Unisource Stock allocated to your account under the RSP.
To properly complete your Direction Form, you must do the following:
(1) On the face of the form, check Box 1, Box 2, or Box 3. CHECK
ONLY ONE BOX.
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. CHECK BOX 1 if you want to tender all of the shares of Unisource
Stock allocated to your account under the RSP.
. CHECK BOX 2 if you want some of the shares of Unisource Stock
allocated to your account under the RSP to be tendered, AND fill in
the percentage in whole numbers of those shares you want to be
tendered.
. CHECK BOX 3 if you do not want any of the shares of Unisource Stock
allocated to your account under the RSP to be tendered.
2) Sign on the bottom of the Direction Form and date it in the space
provided.
3) Keep a copy of your Direction Form for your records.
4) Mail the Direction Form promptly in the postage-paid envelope
that is provided. Faxed Forms are not acceptable.
REMEMBER THE TRUSTEE MUST RECEIVE YOUR FORM BEFORE 5:00 P.M. EASTERN
STANDARD TIME ON JUNE 23, 1999.
If you sign, date and return the enclosed instruction form but do not
check any box on the form, the Trustee will treat your instruction form as not
providing any instruction to the Trustee regarding the Offer. Your Direction
Form will be deemed irrevocable unless you send a new, later-dated Direction
Form that is received by the trustee before 5:00 p.m. Eastern Standard Time on
June 23, 1999 at the following address:
The Northern Trust Company, Trustee
P.O. Box 1997
New York, New York 10117-0024
In order to be effective, your later-dated Direction Form must be
properly completed, include your name, address, Social Security number and be
received by the Trustee before 5:00 p.m. Eastern Standard Time on June 23, 1999.
Otherwise your earliest Direction Form will still be in effect. Additional
Direction Forms and mailing envelopes can be obtained by calling the Unisource
Benefits Center at 1-888-953-8647.
Neither Unisource nor the Trustee can make recommendations to you
regarding what decisions to make. If you have questions about the terms and
conditions of the Tender Offer, please contact the Information Agent for the
Tender Offer, D.F. King & Co., Inc. at 1-800-488-8095.
THE NORTHERN TRUST COMPANY
June 4, 1999
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EXHIBIT (a)(10)
THE UNISOURCE WORLDWIDE, INC. RETIREMENT SAVINGS PLAN
INSTRUCTION TO TRUSTEE
WHETHER OR NOT TO TENDER SHARES
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[ ]
[ ]
[ ]
[ ]
[-----------------------------------------------]
YOUR EQUIVALENT SHARES:
The undersigned participant in the Unisource Worldwide, Inc. Retirement
Savings Plan hereby instructs The Northern Trust Company, as Trustee under the
RSP, to tender or not to tender, pursuant to the Offer, the shares of Unisource
Stock, par value $0.001 per share, of Unisource Worldwide, Inc. allocated to his
account under the RSP (as explained in the accompanying Notice to Partcipants)
in accordance with the instruction form on the reverse side of this form.
THIS FORM MUST BE PROPERLY COMPLETED, SIGNED, DATED AND RECEIVED BY THE
NORTHERN TRUST COMPANY NO LATER THAN 5:00 P.M. EASTERN STANDARD TIME ON JUNE
23,1999.
IF THIS FORM IS RECEIVED AFTER 5:00 P.M. EASTERN STANDARD TIME ON JUNE
23,1999, THE NORTHERN TRUST COMPANY CANNOT ENSURE THAT YOUR INSTRUCTIONS WILL BE
FOLLOWED. YOUR INSTRUCTIONS ARE CONFIDENTIAL AS EXPLAINED IN THE ACCOMPANYING
NOTICE TO PARTICIPANTS.
TO BE COMPLETED, SIGNED AND DATED ON THE REVERSE SIDE.
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[X] Please mark your choice like this and sign and date below.
THE TRUSTEE MAKES NO RECOMMENDATIONS AS TO YOUR DECISION TO TENDER OR NOT TO
TENDER SHARES OF UNISOURCE STOCK ALLOCATED TO YOUR ACCOUNT UNDER THE RSP
PURSUANT TO THE OFFER.
1. [_] Tender ALL of the shares of Unisource Stock allocated
to my account under the RSP.
2. [_] Tender the percentage of shares of Unisource Stock
allocated to my account under the RSP indicated below:
Percentage of Shares (in whole numbers):
-----------------%
3. [_] Do not tender any shares of Unisource Stock allocated
to my account under the RSP.
As a participant in the RSP, I acknowledge receipt of the Offer to Purchase,
Letter of Transmittal, the Notice to Participants dated June 4, 1999, and the
Solicitation/Recommendation Statement on schedule 14D-9 and I hereby instruct
the Trustee of the RSP to tender or not to tender the shares of common stock,
par value $0.001 per share, of Unisource Worldwide, Inc. allocated to my
account under the RSP as indicted above.
I understand that if I sign, date and return this instruction form but do not
provide the Trustee with specific instructions, the Trustee will treat this
instruction form as not providing any instruction to the Trustee regarding
the Offer. In accordance with the terms of the trust which is the funding
vehicle for the RSP, the Trustee will not sell any shares of Unisource Stock
held by the RSP for which no participant instructions are timely received
unless it determines that it is legally obligated to do so.
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Signature Date
PLEASE INDICATE YOUR DECISION IN THE APPROPRIATE BOX ABOVE
AND SIGN, DATE AND MAIL THIS INSTRUCTION FORM PROMPTLY
IN THE POSTAGE PREPAID ENVELOPE PROVIDED
