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Filed by Georgia-Pacific Corporation
Pursuant to Rule 425 under
the Securities Act of 1933
Subject Company:
Fort James Corporation
Commission File No. 333-44112
We urge you to read Georgia-Pacific Corporation's ("Georgia-Pacific") offer
to exchange cash and shares of Georgia-Pacific Group common stock for shares of
Fort James Corporation ("Fort James") common stock, which Georgia-Pacific has
filed with the Securities and Exchange Commission (the "SEC") as part of a
Registration Statement, because it contains important information. The exchange
offer was sent on or about October 13, 2000, to shareholders of Fort James. You
may obtain a free copy of the exchange offer and other documents filed by
Georgia-Pacific with the SEC at the SEC's web site at http://www.sec.gov.
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Investors and security holders can also obtain free copies of the documents
relating to Georgia-Pacific by contacting the Georgia-Pacific Investor Relations
Department at Georgia-Pacific Corporation, 133 Peachtree Street, N.E., Atlanta,
Georgia 30303, (404) 652-4000.
Certain statements contained in this filing, including without limitation,
the existence and achievement of synergies of the combined businesses of
Georgia-Pacific and Fort James and plans for future transformation and
divestitures, are forward-looking statements (as such term is defined under the
Private Securities Litigation Reform Act of 1995) based on current expectations.
The accuracy of such statements is subject to a number of risks, uncertainties
and assumptions including, but not limited to, the effect of general global and
domestic economic conditions on the demand for tissue products, realization of
cost savings and synergies in integrating the two businesses, the existence of
financially capable buyers for businesses to be divested, changes in the
production of and demand for tissue and other products manufactured by Georgia-
Pacific; and other factors listed in SEC filings of Georgia-Pacific, including
Georgia-Pacific's Annual Report on Form 10-K for the year ended January 1, 2000,
Georgia-Pacific's Quarterly Reports on Form 10-Q for the quarters ended April 1,
2000 and July 1, 2000, Georgia-Pacific's Current Reports on Form 8-K dated July
18, 2000 and October 19, 2000, and Georgia-Pacific's Form 425 Prospectuses dated
July 17, 2000 through July 25, 2000, and other factors listed in SEC filings of
Fort James.
SET FORTH BELOW ARE PORTIONS OF: (1) A TRANSCRIPT OF A PRESENTATION BY
A.D. CORRELL, CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT OF GEORGIA-PACIFIC
CORPORATION, TO ANALYSTS AND (2) A QUESTION AND ANSWER SESSION WITH SUCH
ANALYSTS ON OCTOBER 18, 2000 IN CONNECTION WITH THE RELEASE OF GEORGIA-PACIFIC
GROUP'S AND THE TIMBER COMPANY'S THIRD QUARTER 2000 EARNINGS:
A.D. Correll: Let me start by bringing everybody up to date on the Fort James
transaction. First, let me say that Lee Thomas and I have had
the opportunity to visit most of the facilities, both here and in
Europe, and we're very, very impressed with the quality of the
assets and the people. We believe even more strongly that we're
going to create a tissue company that's second to none in the
world.
As you saw last Friday, we launched our exchange offer for the
outstanding shares of Fort James. The offer will expire at
midnight on November 9th. We noted in the press release that we
complied with the second request for documents from the Justice
Department. This means that we are certified to the department
that each company is complied with a second request, which the
Hart-Scott Rodino Act requires. The Department of Justice is
reviewing the transaction. When there's anything material to say
about the review process, of course we'll announce it.
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Financing is in place. We have commitment from our banks for $10
billion in various forms. We feel strongly that there are no
anti-competitive aspects to this transaction, so we anticipate
being able to purchase and pay for the shares of Fort James
promptly after the November 9th expiration date. We do, of
course, have the right to extend that if necessary and will make
a prompt public announcement if we do so.
To sum it up, we're on track for fourth quarter close. As soon
as we hear from the Justice Department we're ready to move.
Other than that, I don't know any more to say about the Fort
James deal.
As you're aware, the Fort James deal is just part of our overall
strategy of transforming Georgia-Pacific into a lower risk,
better return company. We're pleased with the progress we're
making on the asset sales. Our pulp, tissue and chemical sales
processes are proceeding as planned. We've had good interest
expressed in all of them; we have active auctions under way and
we should have some definitive announcements to make in the near
future.
QUESTION AND ANSWER PORTION:
Mark Wilde: I wondered if you could talk about two things real quickly. One
is just kind of walk us through the downtime and the different
paper segments in the fourth quarter. And then secondly, Pete, it
looks like we're in a pretty tough macro environment here and I
wonder if the kind of tough conditions in some of these markets
has led you to kind of rethink the kind of businesses that you
might stay in versus businesses you might exit as we look at kind
of GP going forward?
Correll: We're committed to exit the businesses we're committed to. By
that I mean we're trying to sell a tissue business, we're trying
to sell three great big market pulp mills and we're trying to
sell our chemical business, and we've got active options
underway. We're further committed to getting our debt down to its
target level by early 2003. So I guess the answer is, we're going
to do whatever the hell it takes to get our debt down to where it
needs to be, but we're encouraged by the interest level and the
indications of value so far in these options. And so I really
don't know how to answer your question other then we're going to
get this company positioned the way we want it and this debt the
way we want it on the schedule we told you and nothing sacred
except some of the businesses that are going to be here
regardless, obviously tissue.
Wilde: I guess the answer really is, kind of, there aren't a lot of
things that are sacred at this point.
Correll: There aren't a lot of things that are sacred or they're, you
know, some of our businesses you know are sacred -
containerboard, tissue, etc., Unisource.
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Danny Huff,
Executive Vice President and
Chief Financial Officer of
Georgia-Pacific Corporation:
We're committed to what we've told you and we've got a lot of
work going on internally still, and we will continually have work
going on, continually evaluating the businesses and our ability
in those businesses and that's going on as we speak.
Correll: And quite frankly, Mark, so much is going on around here, we
can't do anymore. I mean, trying to buy Fort James, sell The
Timber Company to Plum Creek and sell three big divestitures is
about all we can handle.
Linda
Lieberman: You may have already answered this question, but on the acetyl
front, Pete, you mentioned the tissue mills, the three pulp
mills, your expectations, I'm not trying to tie it to it, that we
will see a transaction or get some kind of announcement on
specifics by year-end. I mean, is that likely, more than likely
or may just really wind up being first quarter, second quarter
events?
Correll: I think you'll see some announcement in the fourth quarter,
Linda. It would be unreasonable to expect you'll see them all in
the fourth quarter.
John Paulson: When you announced the transactions for Fort James, you thought
you'd have to sell about 250,000 tons of tissue paper capacity.
If in order to get FTC approval you need to sell more than that
amount, are you prepared to do that?
Correll: I think what we've said we're going to consummate this
transaction, we're very encouraged by the way things are going.
Paulson: That's excellent. Thank you.
Bill Reed: Couple of questions. At the beginning of the announcement you
talked about Europe, having an option there, if you will. Given
that you've seen a lot of those operations, or I believe I heard
you say you've seen a lot of the operations, do you have any more
color as to where the European assets fit in your thinking?
Correll: Well the assets were better then we expected. Far better. And the
business plan that's put together was far better then we
expected. The question remains, can we execute against that
business plan and will it become a profitable business, and if
so, what will we want to do? And we haven't made any of those
decisions yet. So far we know good people, good assets and a
solid plan.
Reed: One follow on question, you were favorably inclined in terms of
your efforts as far as tax rulings with The Timber Company sale.
Can you give us any update, do you still feel the same way on the
ability to get the tax rulings you need?
Correll: Let me just defer that question until we segue into The Timber
Company and I'll answer it.
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Lucca
Ippolito: Good morning. I was a little confused on the status of the anti-
trust review. Isn't it more typical to sort of let the
government set the timeline rather than make such strong
statements as to your expectations? Or do you feel that things
are so far along and so advanced that you can confidently state
that timeline?
Correll: Well the law is the law and the rules are the rules, and the
rules are once you comply then within 20 days the government says
something or we say something, and all we're doing is following
the rules. I don't know what's typical, but I think that's
typical.
Ippolito: I think we've seen a lot of instances, if I go back to Fort
Howard, where there is sort of a more extended time to negotiate
with the government.
Correll: Look, we're dealing with the federal government. I'm certainly
not going to predict what's going to happen. I just tell you,
we're on schedule.
[End of Selected Portion of Analyst Question and Answer Section]
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