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Filed by Plum Creek Timber Company, Inc. and
Georgia-Pacific Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Commission File Number: 1-3506
Subject Company: Georgia-Pacific Corporation
[PLUM CREEK LOGO]
PLUM CREEK TIMBER COMPANY, INC.
999 Third Avenue
Suite 2300
Seattle, Washington 98104
206 467 3600
Contacts: Emilio Ruocco Rich Good
Dir., Investor Relations Dir., Investor Relations
Plum Creek Timber Company Georgia-Pacific Corp.
(206) 467-3618 or (404) 652-4720
1-800-858-5347
Robert J. Jirsa Ken Haldin
Dir., Corp & Env. Aff. Dir., Ext. Comm.
Plum Creek Timber Company Georgia Pacific Corp.
(206) 467-3626 (404) 652-6098
PLUM CREEK TIMBER COMPANY TO MERGE WITH GEORGIA-PACIFIC
CORPORATION'S THE TIMBER COMPANY
Plum Creek Will be Preeminent Pure Timber Company, Owning and Managing Over 7.9
Million Acres of Geographically Diverse Timberlands
SEATTLE, WA and ATLANTA, GA - July 18, 2000 - Plum Creek Timber Company (NYSE:
PCL) and Georgia-Pacific Corporation (NYSE: GP) today announced they have signed
a definitive agreement to merge Plum Creek Timber Company and The Timber Company
(NYSE: TGP), a separate operating group of Georgia-Pacific Corporation, creating
the world's preeminent pure timber company. Following completion of the
transaction, Plum Creek will become the second largest private timberland owner
in the
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United States, with over 7.9 million acres in 19 states. Plum Creek will remain
headquartered in Seattle.
"With this strategic acquisition, Plum Creek will generate greater value by
combining the resource and land management expertise of both entities with a
larger base of highly productive, and more geographically diverse timberlands,"
said Rick R. Holley, Plum Creek's President and CEO. "We are excited because
this transaction not only meets our strict financial and operating criteria, it
adds significantly to the underlying value of our business," he continued.
"Specifically, we expect it to be accretive immediately to cash flow and
earnings and it will enhance our operating flexibility."
Under the agreement, The Timber Company shareholders will receive 1.37 shares of
Plum Creek Timber Company stock (currently paying an annual dividend of $2.28
per share) for each share of The Timber Company stock. Based on Plum Creek's
closing stock price of $27.375 on July 17, 2000, the overall transaction is
valued at approximately $4.0 billion, including $1.0 billion of The Timber
Company debt. The transaction is anticipated to be tax-free to holders of both
The Timber Company and Plum Creek common stock.
A. D. "Pete" Correll, Chairman and CEO of Georgia-Pacific Corporation, said The
Timber Company transaction represents a major departure from the traditional
ownership and operating philosophies of integrated forest products
manufacturers. "Since the separation of our timber business as an operating
group in 1997, we have proven the merits of independently operating timber
assets and demonstrated that manufacturers don't have to own timberlands to be
competitive. We can efficiently procure wood and fiber for our manufacturing
base independently, on the open market, from which more than 80 percent of our
raw material needs are already supplied. This transaction will enable us to
advance Georgia-Pacific's strategy toward the value-added segments of the
industry supply chain."
"We are acquiring some of the most productive timber assets in the United
States," noted Holley. "Together, we will have the scale, structure and combined
management capabilities to optimize the potential of these assets, while
maintaining an industry leading commitment to environmental stewardship."
Plum Creek and The Timber Company are recognized for their innovative approach
to environmental stewardship and the combined timberlands will be managed under
the guidelines of Plum Creek's Environmental Principles. The new lands will also
be included in Plum Creek's ongoing independent third party audit program under
the Sustainable Forestry Initiative (SFI).
Plum Creek will assume a 10-year wood supply agreement between Georgia-Pacific
and The Timber Company, ensuring continued access to fiber for Georgia-Pacific's
manufacturing facilities and providing Plum Creek with a stable, long-term
customer for The Timber Company's southeastern timberlands.
Up to three new members will be added to the Plum Creek Board of Directors
including two to be agreed upon by Plum Creek and Georgia-Pacific. Mr. Holley
will remain President and CEO, and Donald L. Glass, currently President and
Chief Executive Officer
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of The Timber Company, is expected to become Chief Operating Officer and a
member of the Board of Directors of the combined company. Plum Creek intends to
retain substantially all of The Timber Company's employees as well as its
Atlanta office.
The transaction is subject to approval by the shareholders of Plum Creek and The
Timber Company, and receipt of a ruling from the Internal Revenue Service that
the transaction is tax-free to Georgia-Pacific and Plum Creek, and to the
shareholders of The Timber Company. The transaction is also subject to receipt
of applicable governmental approvals and the satisfaction of customary closing
conditions. Closing is expected by the end of the first quarter of 2001.
Plum Creek will hold a conference call to discuss this transaction at 4:45 PM
EDT. To access the call, dial 1-800-834-5980. A replay of the call will be
available by calling 1-800-633-8284 using the access code: 15855462 through July
25, 2000.
Plum Creek Timber Company (NYSE: PCL), a publicly traded Real Estate Investment
Trust (REIT), is one of the largest timber companies in the nation, with
ownership and manufacturing facilities in the Northwest, Southern, and Northeast
United States.
Headquartered in Atlanta, The Timber Company is a separate operating group of
Georgia-Pacific Corporation and its performance is reflected in one of the
corporation's two common stocks. The Timber Company manages 4.7 million acres of
timberland in the United States and sells timber and wood fiber to industrial
wood users, with approximately 60 percent of its annual harvest sold to
Georgia-Pacific Corporation (NYSE: GP).
Attachments: Pro Forma Fact Sheet
Map of Combined Holdings
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED BY PLUM CREEK AND
GEORGIA-PACIFIC WITH THE SEC REGARDING THE BUSINESS COMBINATION TRANSACTION
REFERENCED IN THE FOREGOING INFORMATION WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A
FREE COPY OF THE JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND OTHER
DOCUMENTS FILED BY PLUM CREEK AND GEORGIA-PACIFIC AT THE SEC'S WEB SITE AT
WWW.SEC.GOV. THE JOINT PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS MAY
ALSO BE OBTAINED FROM PLUM CREEK BY DIRECTING SUCH REQUEST TO PLUM CREEK TIMBER
COMPANY, INC., ATTN: EMILIO RUOCCO, 999 THIRD AVENUE, SUITE 2300, SEATTLE, WA,
98104-4096 OR FROM THE TIMBER COMPANY BY DIRECTING SUCH REQUEST TO
GEORGIA-PACIFIC CORPORATION-THE TIMBER COMPANY, ATTN: RICH GOOD, 133 PEACHTREE
STREET, N.E., ATLANTA, GA, 30303.
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FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the
Private Litigation Reform Act of 1995. The accuracy of such statements is
subject to a number of risks, uncertainties and assumptions including, but not
limited to, the cyclical nature of the forest products industry, our ability to
harvest our timber, our ability to execute our acquisition strategy, and
regulatory constraints. These risks are detailed from time to time in our
filings with the Securities and Exchange Commission. Forward-looking statements
speak only as of the date made, and neither the Company nor its management
undertakes any obligation to update or revise any forward-looking statements. It
is likely that if one or more of the risks and uncertainties materializes, the
current expectations of the Company and its management will not be realized.
###
PLUM CREEK TIMBER COMPANY AND THE TIMBER COMPANY
PRO FORMA FACT SHEET
SECOND LARGEST TIMBERLAND OWNER IN THE UNITED STATES
- 7.9 Million Acres
- 19 States
- 2747 Employees
- Sales - $1.19 Billion (1999)
- Harvest- 6.3 MMCunits (1999)
GEOGRAPHIC AND SPECIES DIVERSITY
- 4.4 Million Acres - Primarily pine forests in the South
- 1.5 Million Acres - Douglas-fir/pine/larch/ forests in the Rocky
Mts.
- 904,000 Acres - Mixed conifer/hardwood in northern forest (Maine)
- 571,000 Acres - Primarily Douglas-fir/hemlock in northwest
- 503,000 Acres - Mixed pine/hardwood forests in the Appalachian and
north central Region
OTHER BUSINESS ACTIVITIES
- Continuous evaluation and sale or exchange of selected properties
that have greater value as conservation, commercial, or recreation
sites. 1999 revenue - $87.7 Million
- 8 Nurseries producing 125 million seedlings per year
- 11 Manufacturing Facilities in Montana, Louisiana, Arkansas 1999
revenue - $404 Million
LEADERS IN ENVIRONMENTAL FORESTRY
- The 7.9 million acres will be managed under Plum Creek's
"Environmental Principles." Over 3.3 million Plum Creek acres were
independently audited in 1999 by PricewaterhouseCoopers and
verified to be in compliance with the Sustainable Forestry
Initiative (SFI) Program. The Triton timberlands will be included
in Plum Creek's audit program as soon as practicable.
- 13 innovative habitat conservation agreements are in place or in
process, covering over 2.3 million acres, and protecting 15
different threatened and endangered species.
PRO FORMA FACTS
- Listed: NYSE, PSE: PCL
- Structure: Real Estate Investment Trust (REIT)
- Shares Outstanding: 178.25 million
- Headquarters: Seattle, WA
[Map of Plum Creek Timber Company and The Timber Company combined ownership]
The preceding communications contain forward-looking statements based on current
expectations, forecasts and assumptions that involve risks and uncertainties
that could cause actual outcomes and results to differ materially. These
forward-looking statements include, but are not limited to, future product,
market and technology development, future benefits of the merger, estimated date
of completion of the transaction, and the expected impact of the transaction on
future earnings. These risks and uncertainties include difficulties in the
assimilation of operations, technologies and products of Georgia-Pacific
Corporation-The Timber Company ("The Timber Company"), diversion of management's
attention from other business concerns and risks of entering new markets.
For a further list and description of such risks and uncertainties that could
cause actual results to differ materially from such forward-looking statements,
see the reports filed by Plum Creek Timber Company, Inc. ("Plum Creek") and
Georgia-Pacific Corporation with the SEC.
The Timber Company and certain other persons referred to below may be deemed to
be participants in the solicitation of proxies of The Timber Company's
shareholders to adopt the agreement providing for Plum Creek's acquisition of
The Timber Company. The participants in this solicitation may include the
directors and executive officers of Georgia-Pacific, who may have an interest in
the transaction including as a result of holding shares or options of The Timber
Company. A detailed list of the names and interests of Georgia-Pacific's
directors and executive officers is contained in Georgia-Pacific's Proxy
Statement for its 2000 Annual Meeting, which may be obtained without charge at
the SEC's website at www.sec.gov.
Plum Creek and certain other persons referred to below may be deemed to be
participants in the solicitation of proxies of Plum Creek's stockholders to
adopt the agreement providing for Plum Creek's acquisition of The Timber
Company. The participants in this solicitation may include the directors and
executive officers of Plum Creek, who may have an interest in the transaction
including as a result of holding shares or options of Plum Creek. A
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detailed list of the names and interests of Plum Creek's directors and executive
officers is contained in Plum Creek's Proxy Statement for its 2000 Annual
Meeting, which may be obtained without charge at the SEC's website at
www.sec.gov.
