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Filed by Georgia-Pacific Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-2
of the Securities Exchange Act of 1934
Subject Company: Fort James Corporation
Commission File No. 333-44112
Release No. C-1639
Nov. 24, 2000
GEORGIA-PACIFIC COMPLETES EXCHANGE OFFER
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FOR FORT JAMES, REACHES 96.6 PERCENT OF SHARES OUTSTANDING
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ATLANTA - Georgia-Pacific Corp. (NYSE: GP) today announced that it has completed
its exchange offer for all outstanding shares of Fort James Corp. (NYSE: FJ).
As scheduled, the exchange offer expired at 6 p.m. Wednesday, Nov. 22, 2000. The
exchange agent for the offer has advised Georgia-Pacific that 182,938,391.4
shares of Fort James common stock were tendered and not withdrawn. In addition,
14,921,756 shares were guaranteed for delivery. Combined, this represents
approximately 96.6 percent of the total number of Fort James shares outstanding.
Georgia-Pacific expects to complete the acquisition of the remaining Fort James
shares through a short-form merger under Virginia law early next week. Following
the merger, Georgia-Pacific will be the world's largest tissue maker.
Payment for shares purchased in the exchange offer will commence Tuesday, Nov.
28. Shareholders who did not tender their shares will be notified of steps to be
taken for tendering their shares and receiving payment.
Headquartered at Atlanta, Georgia-Pacific (www.gp.com) is one of the world's
leading manufacturers and distributors of paper and building products. Its
familiar consumer brands include Angel Soft, Sparkle, Coronet and MD tissue
products and Pacific Garden antibacterial hand soap. The company also sells
tissue products for the away-from-home market. Georgia-Pacific's building
products distribution segment has long been among the nation's leading wholesale
suppliers of building products to professional builders and contractors,
hardware stores and large do-it-yourself warehouse retailers. In addition,
Georgia-Pacific is the nation's largest producer of structural wood panels and
second largest producer of lumber and gypsum wallboard. With 1999 sales of $17.8
billion, the company employs approximately 55,000 people at more than 500
locations in North America.
Fort James (www.fortjames.com) is a leading international consumer products
company, serving consumers both at home and away-from-home with bathroom and
facial tissue, paper towels, napkins, cotton pads, cups, plates, cutlery and
food wrap products. The company's popular brands include Quilted Northern, Soft
'N Gentle, Brawny, Mardi Gras, So-Dri, Vanity Fair and Dixie in North America,
and Lotus, Okay, Embo, Colhogar, Tenderly, KittenSoft, Delica and Demak'Up in
Europe. With 1999 sales of $6.8 billion, the company has approximately 50
manufacturing facilities principally located in the U.S., Canada and Europe.
Media Contacts: Ken Haldin / Georgia-Pacific
(404) 652-6098
Mark Lindley / Fort James
(847) 317-5280
Analyst Contacts: Richard Good / Georgia-Pacific
(404) 652-4720
Celeste Gunter / Fort James
(804) 662-8307
