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Filed by Georgia-Pacific Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-2
of the Securities Exchange Act of 1934
Subject Company: Fort James Corporation
Commission File No. 333-44112
Release No. C-1637
November 21, 2000
GEORGIA-PACIFIC TO DIVEST COMMERCIAL TISSUE BUSINESS
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UNDER CONSENT DECREE WITH U.S. DEPT. OF JUSTICE; FORT JAMES EXCHANGE OFFER
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EXTENDED TO 6 P.M., WEDNESDAY, NOV. 22
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ATLANTA -- Georgia-Pacific Corp. (NYSE: GP) announced today that it will sell
its away-from-home tissue business, including approximately 368,000 tons of
tissue manufacturing capacity, associated converting facilities and the sales
and marketing functions that support this business.
Georgia-Pacific also announced today it is extending its exchange offer for all
outstanding shares of Fort James Corp. (NYSE:FJ) from the prior expiration date
of 6 p.m. Eastern time today (Tuesday, Nov. 21, 2000) to 6 p.m. Eastern time,
Wednesday, Nov. 22, 2000. Thus the offer and withdrawal rights will expire at 6
p.m. Eastern time, Wednesday, Nov. 22, 2000.
Georgia-Pacific said it was extending its exchange offer so that more than 90
percent of the shares of Fort James common stock could be tendered, which would
allow Georgia-Pacific to complete its merger with Fort James expeditiously under
Virginia law. According to a preliminary count by the exchange agent for the
offer, approximately 87.8 million shares of Fort James common stock had been
tendered and not withdrawn as of 5:00 p.m. Eastern time, Monday, Nov. 20.
The divestiture of Georgia-Pacific's commercial tissue business resolves an
investigation by the U.S. Department of Justice under the Hart-Scott-Rodino
Antitrust Improvements Act of Georgia-Pacific's previously announced merger
agreement with Fort James. Georgia-Pacific said the settlement does not require
divestiture of the consumer tissue businesses of either company or of Fort
James' away-from-home tissue business.
The divestiture will be made pursuant to a proposed consent decree agreed to by
Georgia-Pacific and Fort James and filed today in federal court in the District
of Columbia. Georgia-Pacific said it expects the court to approve the decree
prior to the expiration of the exchange offer on Wednesday.
Sale of the Georgia-Pacific commercial tissue business is expected to take place
promptly. Georgia-Pacific is currently in discussions with potential purchasers
of this business, which includes certain away-from-home manufacturing assets
that the company had previously announced it would sell in connection with the
Fort James acquisition. Facility locations include: Alsip, Ill.; Bellemont and
Flagstaff, Ariz., Brattleboro, Vt.; Greenwich, N.Y.; Gary, Ind.; LaGrange, Ga.;
and Menasha and Neenah, Wis.
In connection with the exchange offer, all Fort James stockholders should read
the prospectus and offer statements that were filed by Georgia-Pacific and the
solicitation/recommendation statements that were filed by Fort James with the
Securities and Exchange Commission (SEC) and mailed to stockholders. These
statements contain important information that stockholders should consider
before making any decision regarding tendering their shares.
Stockholders are able to obtain these statements and amendments, as well as
other filings containing important information about Georgia-Pacific and Fort
James, without charge, at the SEC's internet site (www.sec.gov). Copies of the
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offer and solicitation/recommendation statements and other SEC filings can also
be obtained, without charge, from Georgia-Pacific's corporate secretary.
Headquartered at Atlanta, Georgia-Pacific (www.gp.com) is one of the world's
leading manufacturers and distributors of paper and building products. Its
familiar consumer brands include Angel Soft, Sparkle, Coronet and MD tissue
products and Pacific Garden antibacterial hand soap. The company also sells
tissue products for the away-from-home market. Georgia-Pacific's building
products distribution segment has long been among the nation's leading wholesale
suppliers of building products to professional builders and contractors,
hardware stores and large do-it-yourself warehouse retailers. In addition,
Georgia-Pacific is the nation's largest producer of structural wood panels and
second largest producer of lumber and gypsum wallboard. With 1999 sales of $17.8
billion, the company employs approximately 55,000 people at more than 500
locations in North America.
Fort James (www.fortjames.com) is a leading international consumer products
company, serving consumers both at home and away-from-home with bathroom and
facial tissue, paper towels, napkins, cotton pads, cups, plates, cutlery and
food wrap products. The company's popular brands include Quilted Northern, Soft
'N Gentle, Brawny, Mardi Gras, So-Dri, Vanity Fair and Dixie in North America,
and Lotus, Okay, Embo, Colhogar, Tenderly, KittenSoft, Delica and Demak'Up in
Europe. With 1999 sales of $6.8 billion, the company has approximately 50
manufacturing facilities principally located in the U.S., Canada and Europe.
Media Contacts: Ken Haldin / Georgia-Pacific
(404) 652-6098
Greg Guest / Georgia-Pacific
(404) 652-4739
Mark Lindley / Fort James
(847) 317-5280
Analyst Contacts: Richard Good / Georgia-Pacific
(404) 652-4720
Celeste Gunter / Fort James
(804) 662-8307
