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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4)
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FORT JAMES CORPORATION
(Name of Subject Company (Issuer))
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FENRES ACQUISITION CORP.
GEORGIA-PACIFIC CORPORATION
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
Common Stock, Par Value $0.10 Per Share
Including Associated Rights
(Title of Class of Securities)
347471 10 4
(CUSIP Number of Class of Securities)
James F. Kelley, Esq.
Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 652-4000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
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Copy to:
Creighton O'M. Condon, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
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This Amendment No. 4 amends and supplants the Tender Offer Statement on
Schedule TO (this "Schedule TO") filed by Georgia-Pacific Corporation, a Georgia
corporation ("Parent"), and Fenres Acquisition Corp., a Virginia corporation
("Purchaser") and a wholly owned subsidiary of Parent, on October 13, 2000, as
amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 to the Tender
Offer Statement on Schedule TO filed on November 7, 2000, November 14, 2000 and
November 21, 2000, respectively, relating to the offer by Purchaser to exchange
for each outstanding share of common stock, par value $.10 per share (together
with the associated rights to purchase preferred stock, the "Shares"), of Fort
James Corporation, a Virginia corporation (the "Company"), $29.60 net to the
seller in cash, without interest thereon, and .2644 shares of Georgia-Pacific
Group common stock, par value $.80 per share (the "Parent Group Shares"), upon
the terms and subject to the limitations and conditions set forth in the
Prospectus dated October 13, 2000 (the "Prospectus") and in the related Letter
of Transmittal.
The information set forth in the Prospectus and the related Letter of
Transmittal is incorporated herein by reference with respect to Items 2 through
11 of this Schedule TO.
Item 11. ADDITIONAL INFORMATION.
Items 2 through 11 are hereby amended and supplemented by adding thereto
the following:
The federal court in the District of Columbia has approved the consent
decree agreed to by Georgia-Pacific, Fort James and the U.S. Department of
Justice pursuant to which Georgia-Pacific agreed to sell its away-from-home
tissue business. The consent decree allows Georgia-Pacific to proceed with its
acquisition of Fort James under the Hart-Scott-Rodino Antitrust Improvements
Act.
According to a preliminary count as of 6 p.m., Eastern time, Tuesday,
November 21, 2000, there had been tendered and not withdrawn approximately 156.9
million Shares and approximately 5.8 million Shares had been guaranteed for
delivery, representing approximately 75 percent of the total number of Shares
outstanding.
The exchange offer will expire at 6 p.m., Eastern time, Wednesday, November
22, 2000.
On November 22, 2000, Georgia-Pacific issued the press release filed as
Exhibit (a) (13) hereto. The information set forth in the press release is
incorporated herein by reference.
Item 12. EXHIBITS.
Item 12 is hereby amended and supplemented by adding thereto the following:
(a) (13) Text of press release issued by Georgia-Pacific dated November 22,
2000 (filed under Rule 425 under the Securities Act of 1933 by
Georgia-Pacific on November 22, 2000).
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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.
Dated: November 22, 2000
FENRES ACQUISITION CORP.
By: /s/ James F. Kelley
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Name: James F. Kelley
Title: Vice President and Secretary
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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.
Dated: November 22, 2000
GEORGIA-PACIFIC CORPORATION
By: /s/ James F. Kelley
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Name: James F. Kelley
Title: Executive Vice President
and General Counsel
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EXHIBIT INDEX
Exhibit
No.
(a) (13) Text of press release issued by Georgia-Pacific dated November 22, 2000
(filed under Rule 425 under the Securities Act of 1933 by Georgia-Pacific on
November 22, 2000).
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