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EXHIBIT (a)(3)
[LOGO OF FORT JAMES]
October 13, 2000
Dear Shareholder,
As you know, Fort James Corporation has entered into a merger agreement with
Georgia-Pacific Corporation, pursuant to which a wholly owned subsidiary of
Georgia-Pacific has commenced an offer to exchange for each share of Fort James
common stock (1) $29.60, net to the seller in cash, and (2) .2644 shares of
Georgia-Pacific Group common stock, par value $.80 per share (the "exchange
ratio"). The exchange ratio will be adjusted downward if the Average Price of
Georgia-Pacific Group common stock exceeds $39.33. The offer is conditioned
upon, among other things, a minimum of two-thirds of the shares of Fort James
common stock on a fully diluted basis being tendered in the offer and not
withdrawn and the receipt of regulatory approvals. The exchange offer will be
followed by a merger in which each share of Fort James common stock not
purchased in the exchange offer will be converted into the right to receive the
same amount of cash and the same number of shares of Georgia-Pacific Group
common stock as is paid in the offer.
YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE OFFER AND THE MERGER ARE
ADVISABLE AND IN THE BEST INTERESTS OF FORT JAMES AND ITS SHAREHOLDERS, HAS
APPROVED THE OFFER AND THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
THEREBY, AND RECOMMENDS THAT FORT JAMES SHAREHOLDERS ACCEPT THE OFFER AND
TENDER THEIR SHARES OF FORT JAMES COMMON STOCK PURSUANT TO THE OFFER.
In arriving at its recommendation, your board of directors considered a
number of factors, as described in the attached Schedule 14D-9, including the
written opinion of Fort James' financial advisor, Morgan Stanley & Co.
Incorporated, that as of the date of such opinion the consideration to be
received by the holders of shares of Fort James common stock pursuant to the
merger agreement is fair from a financial point of view to Fort James'
shareholders. A copy of Morgan Stanley's written opinion, which sets forth the
assumptions made, procedures followed and matters considered by Morgan Stanley
in rendering its opinion, can be found in Schedule I to the Schedule 14D-9. You
should read the opinion carefully and in its entirety.
Enclosed are Georgia-Pacific's prospectus, dated October 13, 2000, Letter of
Transmittal and related documents. These documents set forth the terms and
conditions of the exchange offer and provide information on how to tender your
Fort James shares to Georgia-Pacific. The Schedule 14D-9 describes in more
detail the reasons for your board's conclusions and contains other information
relating to the exchange offer. We urge you to consider this information
carefully.
Very truly yours,
/s/ Miles L. Marsh
Miles L. Marsh
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
