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EXHIBIT 99.2
Form of
Notice of Guaranteed Delivery
for
Tender of Shares of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
Fort James Corporation
to
Fenres Acquisition Corp.
a wholly owned subsidiary of
Georgia-Pacific Corporation
(Not to Be Used for Signature Guarantees)
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates
representing shares of common stock, par value $.10 per share (together with
the associated rights to purchase preferred stock, the "Fort James Shares"),
of Fort James Corporation, a Virginia corporation, are not immediately
available, if the procedure for book-entry transfer cannot be completed prior
to the expiration date (as defined in the Prospectus dated , 2000 (the
"Prospectus")), or if time will not permit all required documents to reach
EquiServe Trust Company, N.A. (the "Exchange Agent") prior to the expiration
date. This form may be delivered by hand, transmitted by facsimile
transmission or mailed to the Exchange Agent as described in the Prospectus.
The Exchange Agent for the Offer is:
EquiServe Trust Company, N.A.
By Mail: By Facsimile: By Hand:
EquiServe Trust Company,
N.A.
(For eligible institutions only)
EquiServe Trust Company,
1-201-222-4291 N.A.
P.O. Box 842010 c/o Securities Transfer
and
Boston, M.A. 02284-2010Confirm Facsimile by Telephone:
1-201-222-4542 Reporting Services Inc.
(For Confirmation Only) Attn: Corporate Actions
100 William Street,
Galleria
By Overnight Courier:
New York, NY 10038
EquiServe Trust Company, N.A.
Attn: Fort James Corporation
40 Campanelli Drive
Braintree, M.A. 02184
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE
INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
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Ladies and Gentlemen:
The undersigned hereby tenders to Fenres Acquisition Corp., a Virginia
corporation and a wholly owned subsidiary of Georgia-Pacific Corporation, a
Georgia corporation, upon the terms and subject to the conditions set forth in
the Prospectus and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, constitute the "Offer"), receipt of which
is hereby acknowledged, the number of Fort James Shares set forth below,
pursuant to the guaranteed delivery procedures set forth in the Prospectus.
Signature(s): ______________________
Address(es): _______________________
____________________________________
____________________________________
Zip Code
Name(s) of Record Holders: _________
Area Code and Tel. No.(s): _________
____________________________________
Please Type or Print Check box if Fort James Shares will
____________________________________ be tendered by book-entry
transfer: [_]
Number of Fort James Shares: _______
Certificate No(s). (if available) __
Dated: ______________________ , 2000 Account Number: ____________________
DELIVERY GUARANTEE
(Not to be used for signature guarantees)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock Exchange
Medallion Signature Guarantee Program, guarantees to deliver to the Exchange
Agent either certificates representing the Fort James Shares tendered
hereby, in proper form for transfer, or confirmation of book-entry transfer
of such Fort James Shares into the Exchange Agent's account at The
Depository Trust Company, in each case with delivery of a properly completed
and duly executed Letter of Transmittal (or a manually signed facsimile
thereof), with any required signature guarantees, or an agent's message (as
defined in the Prospectus), and any other documents required by the Letter
of Transmittal, within three (3) New York Stock Exchange trading days after
the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal
and certificates for Fort James Shares to the Exchange Agent within the time
period shown herein. Failure to do so could result in a financial loss to
such Eligible Institution.
Name of Firm: ______________________
Authorized Signature: ______________
Address: ___________________________
Name: ______________________________
Please Print
____________________________________
Zip Code
Title: _____________________________
Area Code and Tel. No.: ____________ Dated: ______________________ , 2000
NOTE: DO NOT SEND CERTIFICATES FOR FORT JAMES SHARES WITH THIS NOTICE OF
GUARANTEED DELIVERY. CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER
OF TRANSMITTAL.
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