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EXHIBIT 99.4
Form of
Georgia-Pacific Corporation
Offer to Exchange
$29.60 Net to the Seller in Cash
and
.2644 Shares of Common Stock of
Georgia-Pacific Corporation--Georgia-Pacific Group
(Subject to the Limitation Described in the Prospectus)
for
Each Outstanding Share of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
Fort James Corporation
The Offer and withdrawal rights will expire at 12:00 midnight,
New York City time, on November 8, 2000, unless the Offer is extended.
October 12, 2000
To Our Clients:
Enclosed for your consideration are the Prospectus, dated October 12, 2000
(the "Prospectus"), and the related Letter of Transmittal (which, together
with the Prospectus, including any amendments or supplements hereto or
thereto, collectively constitute the "Offer") in connection with the offer by
Georgia-Pacific Corporation, a Georgia corporation ("Georgia-Pacific"),
through its wholly-owned subsidiary, Fenres Acquisition Corp., a Virginia
corporation ("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 "Fort James Shares"), of Fort James Corporation,
a Virginia corporation ("Fort James"), $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 "Georgia-Pacific Group Common Shares"),
subject to the limitation described in the Prospectus. The Offer is being made
in connection with the Agreement and Plan of Merger dated as of July 16, 2000
(the "Merger Agreement") among Georgia-Pacific, Purchaser and Fort James. The
Merger Agreement provides, among other things, that following the completion
of the Offer and the satisfaction or waiver, if permissible, of all conditions
set forth in the Merger Agreement and in accordance with applicable law,
Purchaser will be merged with and into Fort James (the "Merger"), with Fort
James surviving the Merger as a wholly owned subsidiary of Georgia-Pacific.
We are the holder of record (directly or indirectly) of Fort James Shares
held for your account. A tender of such Fort James Shares can be made only by
us as the holder of record and pursuant to your instructions. The enclosed
Letter of Transmittal is furnished to you for your information only and cannot
be used by you to tender Fort James Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of
the Fort James Shares held by us for your account, upon the terms and subject
to the conditions set forth in the Offer.
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Your attention is invited to the following:
1. The consideration per Fort James Share is $29.60 net to you in cash
without interest and .2644 Georgia-Pacific Group Common Shares (subject to
the limitation described in the Prospectus).
2. The Offer is being made for all outstanding Fort James Shares.
3. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on November 8, 2000, unless the Offer is extended.
4. The Offer is conditioned upon, among other things, (1) there being
validly tendered and not properly withdrawn prior to the expiration of the
Offer that number of Fort James Shares which represent not less than two-
thirds of the total outstanding Fort James Shares on a fully diluted basis
and (2) the expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and any material European antitrust filing. The Offer is subject to various
other conditions set forth in the Prospectus, which you should review in
detail. The Offer is not conditioned upon Georgia-Pacific or Purchaser
obtaining financing.
5. The Fort James board of directors unanimously (1) determined that the
Offer, the Merger and the Merger Agreement are in the best interests of,
the Fort James's shareholders, (2) approved the Merger, the Offer and the
Merger Agreement and (3) recommends that Fort James' shareholders accept
the Offer and approve the Merger Agreement.
6. Shareholders who fail to complete and sign the Substitute Form W-9 may
be subject to a required federal backup withholding tax of 31% of the gross
proceeds payable to such shareholder or other payee pursuant to the Offer.
7. Any stock transfer taxes applicable to the sale of Fort James Shares
to Purchaser pursuant to the Offer will be paid by Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
The Offer is made solely by the Prospectus and the related Letter of
Transmittal and any supplements and amendments thereto. Except as disclosed in
the Prospectus, Georgia-Pacific and Purchaser are not aware of any state in
which the making of the Offer or the acceptance of Fort James Shares pursuant
to the Offer is prohibited by administrative or judicial action pursuant to
any valid state statute. If Georgia-Pacific or Purchaser become aware of any
valid state statute prohibiting the making of the Offer or the acceptance of
Fort James Shares pursuant to the Offer, Georgia-Pacific and Purchaser will
make good faith effort to comply with any such state statute. If, after such
good faith effort, Georgia-Pacific and Purchaser cannot comply with any such
state statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) the holders of Fort James Shares residing in any such
jurisdiction. In any jurisdiction in which the securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer, the Offer
will be deemed to be made on behalf of Georgia-Pacific and Purchaser by
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America
Securities LLC, the Dealer Managers for the Offer, or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Fort James Shares, please
so instruct us by completing, executing and returning to us the instruction
form set forth on the reverse side of this letter. An envelope to return your
instruction form to us is enclosed. If you authorize the tender of your Fort
James Shares, all your Fort James Shares will be tendered unless otherwise
specified on the reverse side of this letter. Your instructions should be
forwarded to us in sufficient time to permit us to submit a tender on your
behalf prior to the expiration date.
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Instructions with Respect to the
Georgia-Pacific Corporation
Offer to Exchange
$29.60 Net to the Seller in Cash
and
.2644 Shares of Common Stock of
Georgia-Pacific Corporation--Georgia-Pacific Group
(Subject to the Limitation Described in the Prospectus)
for
Each Outstanding Share of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
Fort James Corporation
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus dated October 12, 2000 (the "Prospectus") and the related Letter of
Transmittal in connection with the offer by Georgia-Pacific Corporation, a
Georgia corporation ("Georgia-Pacific"), through its wholly-owned subsidiary,
Fenres Acquisition Corp., a Virginia corporation, to exchange for each
outstanding share of common stock, par value $.10 per share (together with the
associated rights to purchase preferred stock, the "Fort James Shares"), of
Fort James Corporation, a Virginia corporation, $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, subject to the limitation described in
the Prospectus.
This will instruct you to tender the number of Fort James Shares indicated
below (or if no number is indicated below, all Fort James Shares) held by you
for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Account Number: ____________________ SIGN HERE
Numbers of Fort James Shares to be ------------------------------------
Tendered*:
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____________ shares of Common Stock Signature(s)
Dated: ______________________ , 2000 ------------------------------------
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Please Print
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Address
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Area Code and Telephone Number
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Tax Identification or Social
-------- Security Number(s)
* Unless otherwise indicated, it will be assumed that all Fort James Shares
held by us for your account are to be tendered.
Please return this form to the
brokerage firm maintaining your account
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