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EXHIBIT 99.1
Form of
Georgia-Pacific Corporation
Letter of Transmittal
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
Pursuant to the Prospectus
Dated October 12, 2000
The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on November 8, 2000, unless the Offer is extended.
THE EXCHANGE AGENT FOR THE OFFER IS:
EquiServe Trust Company, N.A.
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By Mail: By Hand: By Overnight Courier:
EquiServe Trust Company, EquiServe Trust Company, N.A. EquiServe Trust Company, N.A.
N.A. P.O. Box 842010 c/o Securities Transfer and Attn: Fort James Corporation
Boston, MA 02284-2010 Reporting Services Inc. 40 Campanelli Drive
Attn: Corporate Actions Braintree, MA 02184
100 William Street, Galleria
New York, NY 10038
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Delivery of this Letter of Transmittal to an address other than as set forth
above will not constitute a valid delivery to the Exchange Agent. You must
sign this Letter of Transmittal where indicated below and complete the
Substitute W-9 Form provided below.
The instructions contained within this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed.
This Letter of Transmittal is to be used by shareholders of Fort James
Corporation ("Fort James") if certificates for Fort James Shares (as defined
below) are to be forwarded herewith or, unless an Agent's Message (as defined
in Instruction 2 below) is utilized, if delivery of Fort James Shares is to be
made by book-entry transfer to an account maintained by the Exchange Agent at
the Depository Trust Company (the "Book-Entry Transfer Facility" or "DTC"),
pursuant to the procedures set forth under "The Offer--Procedure for
Tendering" in the Prospectus (as defined below). Fort James shareholders who
deliver Fort James Shares by book-entry transfer are referred to herein as
"Book-Entry Shareholders" and Fort James shareholders who deliver certificates
for Fort James Shares are referred to herein as "Certificate Shareholders."
Shareholders whose certificates for Fort James Shares are not immediately
available or who cannot deliver their certificates and all other documents
required hereby to the Exchange Agent on or prior to the expiration date (as
defined in the Prospectus, dated October12 , 2000 (the "Prospectus")), or who
cannot comply with the book-entry transfer procedures on a timely basis, may
nevertheless tender their Fort James Shares according to the guaranteed
delivery procedures set forth under "The Offer--Guaranteed Delivery" in the
Prospectus. See Instruction 2. Delivery of documents to the Book-Entry
Transfer Facility will not constitute delivery to the Exchange Agent for this
Offer (as defined below).
DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of
Registered Holder(s)
(Please fill in,
if blank, exactly as
name(s) appear(s) on Share Share Certificate(s) and Share(s) Tendered
Certificate(s)) (Attach additional list if necessary)
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Total Number of
Share Shares Represented Number of
Certificate by Share Shares
Number(s)(1) Certificate(s)(1) Tendered(2)
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<S> <C> <C> <C>
<CAPTION>
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<S> <C> <C> <C>
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<S> <C> <C> <C>
Total Shares
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(1) Need not be completed by Book-Entry Shareholders.
(2) Unless otherwise indicated, it will be assumed that all Fort James Shares
represented by certificates delivered to the Exchange Agent are being
tendered hereby. See Instruction 4.
If certificates are lost, the Shareholder must contact the transfer agent,
Wells Fargo.
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Note: Signatures must be provided below
Please read accompanying instructions carefully
[_]Check here if Fort James Shares are enclosed herewith.
[_]Check here if Fort James Shares are being delivered by book-entry
transfer made to the account maintained by the Exchange Agent with the
Book-Entry Transfer Facility and complete the following:
Name of Tendering Institution: ______________________________________________
DTC Participant Number: _____________________________________________________
Transaction Code Number: ____________________________________________________
[_]Check here if Fort James Shares are being delivered pursuant to a Notice
of Guaranteed Delivery previously sent to the Exchange Agent and complete
the following (please enclose a photocopy of such Notice of Guaranteed
Delivery):
Name(s) of Registered Holder(s): ____________________________________________
Window Ticket Number (if any) or DTC Participant Number: ____________________
Date of Execution of Notice of Guaranteed Delivery: _________________________
Name of Institution that Guaranteed Delivery: _______________________________
Note: Signatures must be provided below.
Please read the instructions set forth in this
Letter of Transmittal carefully.
Ladies and Gentlemen:
The undersigned hereby delivers to Fenres Acquisition Corp. ("Purchaser"), a
Virginia corporation and a wholly owned subsidiary of Georgia-Pacific
Corporation, a Georgia corporation ("Georgia-Pacific"), the above-described
shares of common stock, par value $.10 per share (the "Common Stock"), and the
associated rights to purchase preferred stock (the "Rights" and together with
the Common Stock, the "Fort James Shares"), of Fort James Corporation, a
Virginia corporation ("Fort James"), pursuant to Purchaser's offer to exchange
for each outstanding Fort James Share $29.60 net to the seller in cash,
without interest thereon, and .2644 shares of common stock, par value $.80 per
share, of Georgia-Pacific Group (together with the associated rights to
purchase preferred stock, "Georgia-Pacific Group Common Shares") upon the
terms and subject to the conditions set forth in the Prospectus and this
Letter of Transmittal (which, together with the Prospectus and any amendments
or supplements hereto or thereto, collectively constitute the "Offer").
Receipt of the Offer is hereby acknowledged. Purchaser reserves the right to
transfer or assign, in whole or from time to time in part, to one or more of
its affiliates or subsidiaries, the right to purchase Fort James Shares
tendered pursuant to the Offer, but any such transfer or assignment will not
relieve Purchaser of its obligations under the Offer and will in no way
prejudice the rights of tendering shareholders to receive payment for Fort
James Shares validly tendered and accepted for payment pursuant to the Offer.
Unless the context otherwise requires and unless and until the Rights are
redeemed, all references to the Fort James Shares shall include the associated
Rights.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), subject
to, and effective upon, acceptance of the Fort James Shares tendered herewith
in accordance with the terms of the Offer, the undersigned hereby sells,
assigns and transfers to, or upon the order of, Purchaser, all right, title
and interest in and to all of the Fort James Shares that are being tendered
hereby (and any and all non-cash dividends, non-cash distributions, rights,
other Fort James
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Shares or other securities issued or issuable in respect thereof on or after
the date of execution of this Letter of Transmittal (collectively,
"Distributions")) and irrevocably constitutes and appoints the Exchange Agent
the true and lawful agent and attorney-in-fact of the undersigned with respect
to such Fort James Shares (and all Distributions), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (a) deliver certificates for such Fort James
Shares (and any and all Distributions), or transfer ownership of such Fort
James Shares (and any and all Distributions) on the account books maintained
by the Book-Entry Transfer Facility, together, in any such case, with all
accompanying evidences of transfer and authenticity, to, or upon the order of
Purchaser, (b) present such Fort James Shares (and any and all Distributions)
for transfer on the books of Fort James, and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Fort James
Shares (and any and all Distributions), all in accordance with the terms of
the Offer.
The undersigned understands that shareholders will be required to tender one
right for each share tendered in order to effect a valid tender of Fort James
Shares.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints A.D. Correll and James F. Kelley in their respective capacities as
employees of Purchaser, and any individual who shall thereafter succeed to any
such office of Purchaser, and each of them, as the attorneys-in-fact and
proxies of the undersigned, each with full power of substitution and
resubstitution, to vote at any annual or special meeting of Fort James's
shareholders or any adjournment or postponement thereof or otherwise in such
manner as each such attorney-in-fact and proxy or his substitute shall in his
sole discretion deem proper with respect to, to execute any written consent
concerning any matter as each such attorney-in-fact and proxy or his
substitute shall in his sole discretion deem proper with respect to, and to
otherwise act as each such attorney-in-fact and proxy or his substitute shall
in his sole discretion deem proper with respect to, all of the Fort James
Shares (and any and all Distributions) tendered hereby and accepted for
exchange by Purchaser. This appointment will be effective if and when, and
only to the extent that, Purchaser accepts such Fort James Shares for exchange
pursuant to the Offer. This power of attorney and proxy are irrevocable and
are granted in consideration of the acceptance for exchange of such Fort James
Shares in accordance with the terms of the Offer. Such acceptance for exchange
shall, without further action, revoke any prior powers of attorney and proxies
granted by the undersigned at any time with respect to such Fort James Shares
(and any and all Distributions), and no subsequent powers of attorney,
proxies, consents or revocations may be given by the undersigned with respect
thereto (and, if given, will not be deemed effective). Purchaser reserves the
right to require that, in order for Fort James Shares (or other Distributions)
to be deemed validly tendered, immediately upon Purchaser's acceptance for
exchange of such Fort James Shares, Purchaser or its designee must be able to
exercise full voting, consent and other rights with respect to such Fort James
Shares (and any and all Distributions), including voting at any meeting of
Fort James' shareholders.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Fort James Shares
tendered hereby and all Distributions, that the undersigned owns the Fort
James Shares tendered hereby, and that when the same are accepted for exchange
by Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto and to all Distributions, free and clear of all liens, restrictions,
charges and encumbrances and the same will not be subject to any adverse
claims. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or Purchaser to be necessary or
desirable to complete the sale, assignment and transfer of the Fort James
Shares tendered hereby and all Distributions. In addition, the undersigned
shall remit and transfer promptly to the Exchange Agent for the account of
Purchaser all Distributions in respect of the Fort James Shares tendered
hereby, accompanied by appropriate documentation of transfer, and, pending
such remittance and transfer or appropriate assurance thereof, Purchaser shall
be entitled to all rights and privileges as owner of each such Distribution
and may choose not to exchange the Fort James Shares tendered hereby or may
reduce from the total consideration due, the amount or value of such
Distribution as determined by Purchaser in its sole discretion.
The undersigned represents and warrants that the undersigned has read and
agrees to all the terms and conditions of the Offer. All authority herein
conferred or agreed to be conferred shall survive the death or
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incapacity of the undersigned, and any obligation of the undersigned hereunder
shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Prospectus this tender is irrevocable.
The undersigned understands that the valid tender of Fort James Shares
pursuant to any one of the procedures described in "The Offer--Procedure for
Tendering" of the Prospectus and in the Instructions hereto will constitute a
binding agreement between the undersigned and Purchaser upon the terms and
subject to the conditions of the Offer (and if the Offer is extended or
amended, the terms or conditions of any such extension or amendment). The
undersigned recognizes that under certain circumstances set forth in the
Prospectus, Purchaser may not be required to accept for exchange any of the
Fort James Shares tendered hereby.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the Georgia-Pacific Group Common Shares and a check for cash (including
any cash in lieu of fractional Georgia-Pacific Group Common Shares payable
pursuant to the Offer), and return any certificates for Fort James Shares not
tendered or not accepted for exchange in the name(s) of the registered
holder(s) appearing above under "Description of Shares Tendered." Similarly,
unless otherwise indicated under "Special Delivery Instructions," please mail
the Georgia-Pacific Group Common Shares and a check for cash (including any
cash in lieu of fractional Georgia-Pacific Group Common Shares) and return any
certificates for Fort James Shares not tendered or not accepted for exchange
(and any accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing above under "Description of Shares Tendered."
In the event that the boxes entitled "Special Issuance Instructions" and
"Special Delivery Instructions" are both completed, please issue the Georgia-
Pacific Group Common Shares and a check for cash (including any cash in lieu
of fractional Georgia-Pacific Group Common Shares), and issue certificates for
Fort James Shares not so tendered or accepted, in the name of, and deliver
said certificates and return such certificates to, the person or persons so
indicated. The undersigned recognizes that Purchaser has no obligation,
pursuant to the "Special Issuance Instructions," to transfer any Fort James
Shares from the name of the registered holder thereof if Purchaser does not
accept for exchange any or all of the Fort James Shares so tendered.
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5, 6 and
7)
To be completed ONLY if the
Georgia-Pacific Group Common
Shares and the check for cash
payable in the Offer is to be
issued in the name of someone
other than the undersigned, if
certificates for the Fort
James Shares not tendered or
not accepted for exchange are
to be issued in the name of
someone other than the under-
signed.
Issue check and certificate(s)
to:
Name(s) _______________________
(Please Print)
_______________________________
Address _______________________
_______________________________
(Zip Code)
_______________________________
Taxpayer Identification or
Social Security Number
(See Substitute Form W-9)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and
7)
To be completed ONLY if cer-
tificates for the Fort James
Shares not tendered or not ac-
cepted for exchange and the
Georgia-Pacific Group Common
Shares and the check for cash
payable in the Offer is to be
sent to someone other than the
undersigned or to the under-
signed at an address other
than that shown under "De-
scription of Shares Tendered."
Mail check and certificate(s)
to:
Name___________________________
(Please Print)
Address _______________________
_______________________________
(Zip Code)
Is this a permanent address
change?
[_] Yes
[_] No
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(right arrow)
(left arrow)
IMPORTANT
SHAREHOLDERS SIGN HERE
(Please complete Substitute Form W-9 below)
_______________________________________________________
_______________________________________________________
Signature(s) of Shareholders
Dated: ______________, 2000
Name(s) _______________________________________________
_______________________________________________________
(Please Print)
Capacity (full title) _________________________________
(See Instruction 5)
Address _______________________________________________
(Include Zip Code)
Daytime Area Code and Telephone Number ________________
Taxpayer Identification or
Social Security Number ________________________________
(See Substitute Form W-9)
(Must be signed by registered holder(s) exactly as
name(s) appear(s) on Fort James Share Certificate(s)
or on a security position listing or by person(s)
authorized to become registered holder(s) by
certificates and documents transmitted herewith. If
signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation
or other person acting in a fiduciary or
representative capacity, please set forth full title
and see Instruction 5.)
Guarantee of Signature(s)
(If required; see Instructions 1 and 5)
FOR USE BY ELIGIBLE INSTITUTIONS ONLY,
PLACE MEDALLION GUARANTEE IN SPACE BELOW
Name of Firm __________________________________________
Address _______________________________________________
(Include Zip Code)
Authorized Signature __________________________________
Name(s) _______________________________________________
Area Code and Telephone Number ________________________
Dated: ______________, 2000
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INSTRUCTIONS
Forming Part Of The Terms And Conditions Of The Offer
1. Guarantee Of Signatures. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) of Fort James Shares (which term, for purposes of this
document, shall include any participant in the Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Fort James
Shares) tendered herewith, unless such holder(s) has completed the box
entitled "Special Issuance Instructions" or (b) if such Fort James Shares are
tendered for the account of a firm which is a bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing
of a recognized Medallion Program approved by the Securities Transfer
Association Inc., including the Securities Transfer Agent's Medallion Program
(STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock
Exchange Medallion Signature Guarantee Program (MSGP) or any other "eligible
guarantor institution" (as defined in Rule 17Ad-15 under the Securities
Exchange Act 1934, as amended) (each of the foregoing, an "Eligible
Institution"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5
of this Letter of Transmittal.
2. Delivery Of Letter Of Transmittal And Shares; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed by shareholders of
Fort James either if Fort James Share certificates (the "Share Certificates")
are to be forwarded to the Exchange Agent or, unless an Agent's Message is
utilized, if delivery of Fort James Shares is to be made by book-entry
transfer pursuant to the procedures set forth herein and in "The Offer--
Procedure for Tendering" of the Prospectus. For a shareholder to validly
tender Fort James Shares pursuant to the Offer, either (a) a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof), together with any required signature guarantees or an
Agent's Message (in connection with book-entry transfer) and any other
required documents, must be received by the Exchange Agent at one of its
addresses set forth herein on or prior to the expiration date and either (1)
certificates for tendered Fort James Shares must be received by the Exchange
Agent at one of such addresses on or prior to the expiration date or (2) Fort
James Shares must be delivered pursuant to the procedures for book-entry
transfer set forth herein and in "The Offer--Procedure for Tendering" of the
Prospectus and a Book-Entry Confirmation must be received by the Exchange
Agent prior to the expiration date or (b) the tendering shareholder must
comply with the guaranteed delivery procedures set forth herein and in "The
Offer--Guaranteed Delivery" of the Prospectus.
Shareholders whose certificates for Fort James Shares are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent prior to the expiration date or who cannot
comply with the book-entry transfer procedures on a timely basis may tender
their Fort James Shares by properly completing and duly executing the Notice
of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth
herein and in "The Offer--Guaranteed Delivery" of the Prospectus.
Pursuant to such guaranteed delivery procedures, (i) such tender must be
made by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Exchange Agent on or prior to the
expiration date and (iii) the certificates for all tendered Fort James Shares,
in proper form for transfer (or a Book-Entry Confirmation with respect to all
tendered Fort James Shares), together with a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile thereof), with
any required signature guarantees, or, in the case of a book-entry transfer,
an Agent's Message, and any other required documents must be received by the
Exchange Agent within three (3) New York Stock Exchange, Inc. trading days
after the date of execution of such Notice of Guaranteed Delivery.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Exchange Agent and forming a part
of a Book-Entry Confirmation, which states that such Book-Entry Transfer
Facility has received an express acknowledgment from the participant in such
Book-Entry Transfer Facility tendering the Fort James Shares, that such
participant has received and agrees to be bound by the terms of the Letter of
Transmittal and that Purchaser may enforce such agreement against the
participant.
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The signatures on this Letter of Transmittal cover the Fort James Shares
tendered hereby.
The method of delivery of the Fort James Shares, this Letter of Transmittal,
the certificate(s) representing Fort James Shares and all other required
documents, including delivery through the Book-Entry Transfer Facility, is at
the option and sole risk of the tendering shareholder. The delivery will be
deemed made only when actually received by the Exchange Agent (including, in
the case of a book-entry transfer, by book-entry confirmation). If delivery is
by mail, registered mail with return receipt requested, properly insured is
recommended. In all cases, sufficient time should be allowed to ensure timely
delivery.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Fort James Shares will be purchased. All tendering shareholders, by
executing this Letter of Transmittal (or a manually signed facsimile
thereof'), waive any right to receive any notice of acceptance of their Fort
James Shares for exchange.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Fort James Shares tendered and
the Share Certificate numbers with respect to such Fort James Shares should be
listed on a separate signed schedule attached hereto.
4. Partial Tenders. (Not Applicable To Shareholders Who Tender By Book-entry
Transfer). If fewer than all the Fort James Shares evidenced by any Share
Certificate delivered to the Exchange Agent herewith are to be tendered
hereby, fill in the number of Fort James Shares that are to be tendered in the
box entitled "Number of Shares Tendered." In any such case, new certificate(s)
for the remainder of the Fort James Shares that were evidenced by the old
certificates will be sent to the registered holder, unless otherwise provided
in the appropriate box on this Letter of Transmittal, as soon as practicable
after the expiration date or the termination of the Offer. All Fort James
Shares represented by certificates delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated.
5. Signatures On Letter Of Transmittal; Stock Powers And Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Fort
James Shares tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Fort James Shares tendered hereby are held of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Fort James Shares are registered in different names
on several certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to Purchaser of the authority of such person so
to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Fort James Shares listed and transmitted hereby, no endorsements of Share
Certificates or separate stock powers are required unless payment or
certificates for Fort James Shares not tendered or not accepted for exchange
are to be issued in the name of a person other than the registered holder(s).
Signatures on any such Share Certificates or stock powers must be guaranteed
by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Fort James Shares evidenced by certificates listed
and transmitted hereby, the Share Certificates must be endorsed or accompanied
8
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by appropriate stock powers, in either case signed exactly as the name(s) of
the registered holder(s) appear(s) on the Share Certificates. Signature(s) on
any such Share Certificates or stock powers must be guaranteed by an Eligible
Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6,
Purchaser will pay or cause to be paid all stock transfer taxes with respect
to the transfer and sale of any Fort James Shares to it or its order pursuant
to the Offer. If, however, delivery of the consideration in respect of the
Offer is to be made, or (in the circumstances where permitted hereby) if
certificates for Fort James Shares not tendered or not accepted for exchange
are to be registered in the name of, any person other than the registered
holder(s), or if tendered certificates are registered in the name of any
person other than the person(s) signing this Letter of Transmittal, the amount
of any stock transfer taxes (whether imposed on the registered holder(s) or
such other person) payable on account of the transfer to such other person
will be deducted from the overall consideration paid unless evidence
satisfactory to Purchaser of the payment of such taxes, or exemption
therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share Certificates evidencing the
Fort James Shares tendered hereby.
7. Special Issuance And Delivery Instructions. If certificates for Georgia-
Pacific Group Common Shares and a check for cash (including any cash in lieu
of fractional Georgia-Pacific Group Common Shares), and certificates for Fort
James Shares not accepted for exchange or not tendered are to be issued in the
name of and/or returned to, a person other than the signer of this Letter of
Transmittal or if a check is to be sent, and/or such certificates are to be
returned, to a person other than the signer of this Letter of Transmittal, or
to an address other than that shown above, the appropriate boxes on this
Letter of Transmittal should be completed.
8. Requests For Assistance Or Additional Copies. Questions and requests for
assistance or additional copies of the Prospectus, this Letter of Transmittal,
the Notice of Guaranteed Delivery and the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 may be directed to the
Information Agent or Dealer Managers at their respective addresses and phone
numbers set forth below, or from your broker, dealer, commercial bank, trust
company or other nominee.
9. Waiver Of Conditions. Purchaser reserves the absolute right in its sole
discretion (subject to the merger agreement) to waive any of the specified
conditions to the Offer (other than the minimum condition, the conditions
relating to regulatory approvals or the conditions relating to the absence of
an injunction).
10. Substitute Form W-9. The tendering shareholder is required to provide
the Exchange Agent with a correct Taxpayer Identification Number ("TIN"),
generally the shareholder's social security or federal employer identification
number, on the Substitute Form W-9 which is provided below, and to certify
whether the shareholder is subject to backup withholding of United States
federal income tax. If a tendering shareholder is subject to federal backup
withholding, the shareholder must cross out item (2) of the "Certification"
box of the Substitute Form W-9. Failure to provide the information on the
Substitute Form W-9 may subject the tendering shareholder to a $50 penalty
imposed by the Internal Revenue Service ("IRS") and a 31% federal backup
withholding tax on the payment of the purchase price. If the tendering
shareholder has not been issued a TIN and has applied for a number or intends
to apply for a number in the near future, the shareholder should write
"Applied For" in the space provided for the TIN in Part 1, check the box in
Part 3, and sign and date the Substitute Form W-9. If "Applied For" is written
in Part 1 and the Exchange Agent is not provided with a TIN within 60 days of
its receipt of the Substitute Form W-9, the Exchange Agent will withhold 31%
on all payment of the purchase price until a TIN is provided to the Exchange
Agent.
11. Lost, Destroyed Or Stolen Share Certificates. If any certificate(s)
representing Fort James Shares has been lost, destroyed or stolen, the
shareholder should promptly notify the Fort James Transfer Agent by calling 1-
651-450-4046. The shareholder will then be instructed as to the steps that
must be taken in order to replace the Share Certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Share Certificates have been followed and
a new Fort James certificate is issued.
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Important:
This Letter of Transmittal (or a manually signed facsimile hereof) together
with any required signature guarantees, or, in the case of a book-entry
transfer, an Agent's Message, and any other required documents, must be
received by the Exchange Agent prior to the expiration date and either
certificates for tendered Fort James Shares must be received by the Exchange
Agent or Fort James Shares must be delivered pursuant to the procedures for
book-entry transfer, in each case prior to the expiration date, or the
tendering shareholder must comply with the procedures for Guaranteed Delivery.
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Important Tax Information
Under United States federal income tax law, a shareholder whose tendered
Fort James Shares are accepted for payment is required to provide the Exchange
Agent (as payer) with such shareholder's correct social security number,
individual taxpayer identification number, or employer identification number
(each a Taxpayer Identification Number or a "TIN") on Substitute Form W-9
provided below. If such shareholder is an individual, the TIN is such person's
social security number. The TIN of a resident alien who does not have and is
not eligible to obtain a social security number is such person's IRS
individual taxpayer identification number. If a tendering shareholder is
subject to federal backup withholding, the shareholder must cross out item (2)
of the Certification box on the Substitute Form W-9. If the Exchange Agent is
not provided with the correct TIN, the shareholder may be subject to a $50
penalty imposed by the IRS. In addition, payments that are made to such
shareholder with respect to Fort James Shares purchased pursuant to the Offer
may be subject to federal backup withholding.
Certain shareholders (including, among others, all corporations and certain
non-United States individuals) are not subject to federal backup withholding.
In order for a non-United States individual to qualify as an exempt recipient,
that shareholder must submit to the Exchange Agent a properly completed IRS
Form W-8 or Form W-8BEN, signed under penalties of perjury, attesting to that
individual's exempt status. Such forms may be obtained from the Exchange
Agent. Exempt shareholders, other than non-United States individuals, should
furnish their TIN, write "EXEMPT" on the face of the Substitute Form W-9
below, and sign, date and return the Substitute Form W-9 to the Exchange
Agent. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
If federal backup withholding applies, the Exchange Agent is required to
withhold 31% of any payments made to the shareholder. Federal backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld.
If withholding results in an overpayment of taxes, a refund may be obtained
from the IRS.
Purpose of Substitute Form W-9
To prevent federal backup withholding on payments that are made to a
shareholder with respect to Fort James Shares purchased pursuant to the Offer,
the shareholder is required to notify the Exchange Agent of such shareholder's
correct TIN by completing the Substitute Form W-9 below certifying that the
TIN provided on such form is correct (or that such shareholder is awaiting a
TIN) and that (1) such holder is exempt from federal backup withholding, (2)
such holder has not been notified by the IRS that such holder is subject to
federal backup withholding as a result of a failure to report all interest or
dividends, or (3) the IRS has notified such holder that such holder is no
longer subject to federal backup withholding (see Part 2 of Substitute Form W-
9).
What Number to Give the Exchange Agent
The shareholder is required to give the Exchange Agent the TIN of the record
owner of the Fort James Shares. If the Fort James Shares are in more than one
name or are not in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional guidelines on which number to report. If the tendering
shareholder has not been issued a TIN and has applied for a number or intends
to apply for a number in the near future, such shareholder should write
"Applied For" in the space provided for in the TIN in Part 1, check the box in
Part 3, and sign and date the Substitute Form W-9. If "Applied For" is written
in Part 1 and the Exchange Agent is not provided with a TIN within 60 days,
the Exchange Agent may withhold 31% on all payments of the purchase price
until a TIN is provided to the Exchange Agent.
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<PAGE>
Part 1--Taxpayer For Payees Exempt
SUBSTITUTE Identification No.--For All From Backup
Form W-9 Accounts Withholding (see
enclosed Guidelines)
--------------------------------------------------------
Department of
the Treasury Enter your taxpayer
Internal identification number in the
Revenue appropriate box. For most Social security number
Service individuals and sole
proprietors, this is your OR
Social Security Number. For
other entities, it is your
Employer Identification
Number. If you do not have a
number, see "How to Obtain a
TIN" in the enclosed Employer identification
Guidelines. number
Note: If the account is in
more than one name, see the
chart on page 2 of the
enclosed Guidelines to
determine what number to
enter.
--------------------------------------------------------
Part 2--Certification--Under
penalties of perjury, I
certify that:
(1) The number shown on this Part 3
form is my correct
Taxpayer Identification Awaiting TIN [_]
Number (or I am waiting
for a number to be issued
to me);
-----------------------
Payer's Request for (2) I am not subject to
Taxpayer backup withholding either
Identification because (a) I am exempt
Number (TIN) from backup withholding, Part 4
or (b) I have not been Exempt TIN [_]
notified by the Internal -----------------------
Revenue Service ("IRS")
that I am no longer
subject to backup
withholding; and
(3) Any information provided
on this form is true,
correct and complete.
Certification Instructions--
You must cross out item (2)
in Part 2 above if you have
been notified by the IRS that
you are subject to backup
withholding because of under-
reporting interest or divi-
dends on your tax return.
However, if after being noti-
fied by the IRS that you were
subject to backup withholding
you received another notifi-
cation from the IRS stating
that you are no longer sub-
ject to backup withholding,
do not cross out such item
(2).
--------------------------------------------------------
Signature ____________________ Date __________, 2000
NOTE: Failure to complete and return this form may result in backup withholding
of 31% of any payments made to you pursuant to the Offer and a $50
penalty imposed by the IRS. Please review enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9
for additional details.
You must complete the following certificate if you checked the box in Part 3 of
Substitute Form W-9.
Certificate of Awaiting Taxpayer Identification Number
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% percent of all reportable payments made to me will be
withheld but that such amounts will be refunded to me if I provide a
certified taxpayer identification number to the Exchange Agent within sixty
(60) days.
Signature ____________________________ Date _______________________________
Name (please print) _________________________________________________________
12
<PAGE>
Any questions or requests for assistance or additional copies of the
Prospectus, this Letter of Transmittal and other tender offer materials may be
directed to the Information Agent or the Dealer Managers at the telephone
numbers and the locations listed below. Holders of shares may also contact
their broker, dealer, commercial bank or trust company or other nominee for
assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, NY 10005
Banks and Brokers, Call Collect: 1-212-269-5550
or
All Others, Call Toll-Free: 1-888-460-7637
The Dealer Managers for the Offer are:
Merrill Lynch & Co.
Four World Financial Center
New York, NY 10080
Call Collect: 1-212-236-3790
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Call Toll Free: 1-866-216-0930
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