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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-1640
Nov. 27, 2000
GEORGIA-PACIFIC COMPLETES ACQUISITION OF FORT JAMES,
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BECOMES WORLD'S LEADING TISSUE PRODUCER
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Great brands and great people are hallmarks of combined assets
ATLANTA - Georgia-Pacific Corp. (NYSE: GP) today announced it has completed
its acquisition of Fort James Corp. (NYSE:FJ), making Georgia-Pacific the
leading global producer of tissue products and vaulting the forest products
company significantly forward in its transformation strategy.
With completion of its exchange offer for Fort James last week and filing
of a merger agreement today, Georgia-Pacific will begin operating and
integrating the acquired company immediately under the Georgia-Pacific name.
"This is a milestone event for Georgia-Pacific," said A.D. "Pete" Correll,
Georgia-Pacific chairman and chief executive officer. "We have always been a
company of change, but today we are transforming into a new company. In a
single dramatic step, we are bringing together great people and great brands
from both companies. This combination creates the leading tissue provider,
serving customers and consumers across North America and Europe from the world's
largest tissue-manufacturing base."
Correll said the Fort James acquisition was a significant component of
Georgia-Pacific's ongoing transformation strategy, which includes the previously
announced separation of its timberlands and divestiture of selected commodity
and non-strategic businesses going forward.
"This action and other steps we are taking are rapidly changing Georgia-
Pacific's portfolio of assets," Correll said. "By moving up the value chain and
sharpening our focus on higher-margin businesses that are closer to the
customer, we are intent on adding more value for our shareholders. The
transformed Georgia-Pacific will be able to focus on those paper and building
products that are value-added and fit our strategic direction."
The addition of Fort James' well-known brands and operations, together with
the strengths of the fast-growing tissue business already operated by Georgia-
Pacific, extends the company's reach into attractive consumer markets. Familiar
North American consumer name brands produced by these companies include Quilted
Northern, Brawny, Soft `N Gentle, Angel Soft, Sparkle, Coronet, Mardi Gras, So-
Dri, Green Forest, Vanity Fair and Dixie. Combined revenues exceeded $24.8
billion last year and employees total more than 85,000 worldwide.
"With its dual legacies of Fort Howard and James River, Fort James was a
company with wonderful, well-known trademark products such as the nearly 100-
year-old Northern bath tissue brand. It also provides us with Dixie, which makes
cups, plates and other convenience products that are so popular in the American
home," said Correll. "At the same time, many people don't know that Georgia-
Pacific is the maker of Angel Soft bath tissue and Sparkle paper towels. These
two products are both among the fastest-growing brands in their categories and
part of a decade of clear success Georgia-Pacific has achieved in the tissue
business."
Correll said the combination gives Georgia-Pacific the capability to
deliver low-cost manufacturing excellence and superior marketing and brand-
building expertise. "We are uniting talented people who can successfully
execute a North American consumer product strategy and significantly enhance our
overall portfolio value," he said. "The European business will provide us with
future opportunities as we improve its returns similar to those achieved in
North America."
Georgia-Pacific Consumer Products Leadership Announced
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In assuming Fort James' assets and operating them under the Georgia-Pacific
name, the company today announced a leadership team for its newly formed
consumer products business segment. "We have formed a highly experienced and
able top management team that will manage the integration process, propel our
consumer products business forward, and compete aggressively in all of our
consumer categories," Correll said.
Lee M. Thomas, Georgia-Pacific's executive vice president - packaged
products, will focus exclusively on the companies' combined consumer products
businesses and become president - consumer products. Prior to the Fort James
merger, Thomas had responsibility for tissue, communication papers and
chemicals. Recently, he oversaw the successful integration of Unisource
Worldwide and Wisconsin Tissue into Georgia-Pacific.
Michael C. Burandt, Georgia-Pacific's senior vice president - packaged
products, will become president - North American consumer products. Former Fort
James executives assuming top Georgia-Pacific leadership roles include George F.
Hartmann, president - North American commercial products; John F. Lundgren,
president - European consumer products; William Schultz, president - Dixie
operations; and Paul Fredrickson, senior vice president - operations support.
Correll said the consumer products leadership team will concentrate on
building a new, strongly customer-focused global consumer products organization,
reducing overhead costs and achieving efficiencies via a thorough transition
process.
"We will integrate these businesses as effectively as possible, carefully
building on the success we've had in managing our recent integrations," Correll
said. "At the same time, all aspects of Georgia-Pacific are being pointed
toward transformation in a way that will leverage our strengths and help improve
the economics of all the forest products businesses in which we operate. As we
seek ways to continuously improve our portfolio, reduce debt and provide greater
levels of more stable and predictable cash flows within our company, I am
confident that a stronger, more focused Georgia-Pacific is emerging."
Founded in 1927 and headquartered today at Atlanta, Georgia-Pacific
(www.gp.com) is one of the world's leading manufacturers and distributors of
paper and building products. In addition to its consumer products business, the
company manufactures office and communication papers, containerboard and
packaging, pulp and chemicals. Its Unisource Worldwide subsidiary is a
comprehensive distribution source for printing and imaging paper, packaging and
maintenance supplies. Georgia-Pacific also operates a building products
distribution segment that 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. For the past seven
years, Georgia-Pacific has been the safest large forest products company in the
industry.
Media
Contact: Ken Haldin
(404) 652-6098
Mark Lindley
(847) 317-5280
Analyst
Contact: Richard Good / Georgia-Pacific
(404) 652-4720
Celeste Gunter / Fort James
(804) 662-8307
