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Filed by Plum Creek Timber Company, Inc.
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
July 18, 2000
Dear Fellow Employees
I'd like to take this opportunity to tell you about an exciting development that
is important to us all. Today we are announcing an agreement to merge Plum
Creek and Georgia-Pacific Corporation's The Timber Company, creating the second
largest timber company in the United States. This is a major step forward in the
realization of our strategy to become the nation's preeminent pure timber
company. On completion of this transaction, Plum Creek will have over 7.9
million acres of highly productive, geographically diverse commercial timberland
and significant operations in 19 states.
As you all know, the responsible management of timber resources has been at the
heart of what we do and will be at the heart of Plum Creek in the future. Our
advanced environmental stewardship and scientific expertise assure
sustainability and predictability, and help us generate superior long-term
financial returns.
With this merger we will apply these operating principles on an even larger
scale, creating increasing value for our shareholders and new opportunities for
our employees.
This transaction will take several months to complete, as there are a number of
steps that still must be completed, including approval by our shareholders and
the Internal Revenue Service.
In the meantime, I know you will continue to deliver the same level of
dedication and energy that has made us a leader in our industry. When this
transaction is complete, we will be the premier timber company in the world. We
look forward to welcoming The Timber Company's employees to Plum Creek as we
begin an exciting new chapter in our history.
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For your information, we have set up a special "Merger Information" section on
our internet site (www.plumcreek.com). As the transaction progresses, new
information will be posted there. If you have any questions, please call Emilio
Ruocco, Director of Investor Relations, or Bob Jirsa, Director of Corporate and
Environmental Affairs.
Sincerely,
Rick R. Holley
President and CEO
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED BY PLUM CREEK WITH THE SEC
REGARDING THE BUSINESS COMBINATION TRANSACTION REFERENCED IN THE FOREGOING
INFORMATION WHEN IT BECOMES AVAILABLE BECAUSE IT 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 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.
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 the 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") with the
SEC.
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 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.
