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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
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED BY PLUM CREEK TIMBER
COMPANY, INC. ("PLUM CREEK") AND GEORGIA-PACIFIC CORPORATION ("GEORGIA-
PACIFIC") WITH THE SECURITIES AND EXCHANGE COMMISSION (the "SEC") REGARDING THE
BUSINESS COMBINATION TRANSACTION REFERENCED IN THE FOLLOWING 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: RICHARD A. GOOD, 133 PEACHTREE STREET, N.E., ATLANTA, GA,
30303.
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.
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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 Georgia-Pacific announced on July 18, 2000 that
they have signed a definitive agreement to merge Plum Creek and The Timber
Company, a separate operating group of Georgia-Pacific (the "Mergers").
In response to questions received by Georgia-Pacific and Plum
Creek regarding the possibility of a special distribution to Plum Creek
stockholders following the Mergers and to clarify certain statements included in
materials filed with the SEC, Plum Creek and Georgia- Pacific clarified today
that no determination has been made as to the amount and form of a special
distribution, if any, that may be made by Plum Creek to its stockholders
following the Mergers. Any such determination will be made based on a number of
variables which can not be determined until after the closing of the Mergers,
including the combined earnings of The Timber Company and Plum Creek.
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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 Mergers, 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
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 and Georgia-Pacific with the SEC.
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