<PAGE>
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-1633
Nov. 14, 2000
GEORGIA-PACIFIC EXTENDS EXCHANGE OFFER
--------------------------------------
FOR SHARES OF FORT JAMES CORP. THROUGH NOV. 21, 2000;
-----------------------------------------------------
ANNOUNCES EXCHANGE RATIO
------------------------
ATLANTA - Georgia-Pacific Corp. (NYSE: GP) today extended its exchange offer for
all outstanding shares of Fort James Corp. (NYSE: FJ) from the prior expiration
date of 6 p.m. Thursday, Nov. 16, to 6 p.m. Eastern time, Tuesday, Nov. 21,
2000. Accordingly, the offer and withdrawal rights will expire at 6 p.m. Eastern
time, Nov. 21, unless Georgia-Pacific further extends the offer.
Georgia-Pacific said it extended the expiration date in response to a request
from the United States Department of Justice for three additional business days
to complete its review of the transaction. As a result, Georgia-Pacific will not
accept the tendered shares in the offer before Wednesday, Nov. 22.
Georgia-Pacific also stated that shareholders of Fort James will receive $29.60
per share in cash and 0.2644 shares of Georgia-Pacific Group common stock for
each outstanding share of Fort James common stock under the terms of the merger
agreement between the two companies. The exchange ration of 0.2644 is the same
exchange ratio that was originally announced on July 17, 2000. The exchange
ratio was subject to adjustment under certain circumstances based on the price
of Georgia-Pacific Group shares. Georgia-Pacific said it will not make any
further announcement about the exchange ratio unless an adjustment subsequently
becomes required.
All Fort James stockholders should read the prospectus and offer statements that
were filed by Georgia-Pacific and the solicitation/recommendation statements
that were filed by Fort James with the Securities and Exchange Commission (SEC)
and mailed to stockholders. These statements contain important information that
stockholders should consider before making any decision regarding tendering
their shares.
Stockholders are able to obtain these statements and amendments, as well as
other filings containing important information about Georgia-Pacific and Fort
James, without charge, at the SEC's internet site (www.sec.gov). Copies of the
-----------
offer and solicitation/recommendation statements and other SEC filings can also
be obtained, without charge, from Georgia-Pacific's corporate secretary.
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
Greg Guest / Georgia-Pacific
(404) 652-4739
Mark Lindley / Fort James
(847) 317-5280
Analyst Contacts: Richard Good / Georgia-Pacific
(404) 652-4720
Celeste Gunter / Fort James
(847) 317-5355
