SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 16, 2000
FORT JAMES CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Virginia 1-7911 54-0848173
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1650 Lake Cook Road
Deerfield, Illinois 60015-4753
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 317-5000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On July 17, 2000, Fort James Corporation, a Virginia corporation (the
"Company"), and Georgia-Pacific Corporation, a Georgia corporation
("Georgia-Pacific"), announced it had entered into an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of July 16, 2000, by and among
Georgia-Pacific, Fenres Acquisition Corp., a Virginia corporation and a wholly
owned subsidiary of Georgia-Pacific (the "Purchaser"), and the Company. The
joint press release is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
Pursuant to the Merger Agreement, following effectiveness of a
registration statement to be filed by Georgia-Pacific, the Purchaser will
commence an exchange offer (the "Offer") for all of the outstanding shares of
Common Stock, par value $.10 per share, of the Company (the "Common Stock") and
the associated preferred share purchase rights (the "Rights") (the shares of
Common Stock together with any associated preferred share purchase rights are
referred to as the "Shares"), at a purchase price of (1) $29.60 per Share, net
to the seller in cash, and (2) a fraction of a share of Georgia-Pacific
Corporation-Georgia-Pacific Group Common Stock, par value $.80 ("GP Common
Stock"), equal to (a) 0.2644 if the Average Price (as defined in the Merger
Agreement) of GP Common Stock is less than or equal to $39.33, or (b) if the
Average Price is greater than $39.33, the quotient obtained dividing $10.40 by
the Average Price, upon the terms and subject to the conditions set forth in the
Merger Agreement.
The Merger Agreement provides that, subject to the satisfaction or waiver
of certain conditions, including regulatory approvals, as soon as practicable
following the date on which Purchaser accepts for payment all Shares validly
tendered and not withdrawn pursuant to the Offer (the "Acceptance Date"), and in
accordance with the Virginia Stock Corporation Act (the "VSCA"), the Purchaser
will be merged with and into the Company (the "Merger"), with the Company
surviving as a wholly owned subsidiary of Georgia-Pacific. At the effective time
of the Merger (the "Effective Time") each Share outstanding (other than Shares
owned by the Company, Georgia-Pacific, the Purchaser or any subsidiary of
Georgia-Pacific) will be converted into the right to receive the same amount of
cash and fraction of a share of GP Common Stock as is being offered in the
Offer.
A copy of the Merger Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
In connection with the Merger Agreement, on July 16, 2000, the Company and
Wells Fargo Bank Minnesota, N.A., (successor to Norwest Bank Minnesota, N.A.),
as Rights Agent (the "Rights Agent"), entered into the Amendment (the
"Amendment") to the Rights Agreement, dated as of February 26, 1999, between the
Company and the Norwest Bank Minnesota, N.A. (the "Rights Agreement"). The
Rights Agreement provides, among other things, that (1) the execution and
delivery of the Merger Agreement and the consummation of transactions
contemplated thereby shall not cause (a) Georgia-Pacific or any affiliate or
associate of Georgia-Pacific to be deemed an Acquiring Person, (b) the
occurrence of a Shares Acquisition Date, (c) the occurrence of a Distribution
Date, or (d) activation of "flip over" rights under Section 13 of the Rights
Agreement. The amendment also provides that the Rights will expire immediately
prior to Acceptance Date. The Amendment is attached hereto as Exhibit 4.1 and is
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following exhibits are filed as part of this report:
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4.1 Amendment No. 1, dated as of July 16, 2000, to the Rights
Agreement, dated as of February 26, 1999, between Fort James
Corporation and Wells Fargo Bank Minnesota, N.A. (successor to
Norwest Bank Minnesota, N.A.), as Rights Agent.
10.1 Agreement and Plan of Merger, dated as of July 16, 2000, among
Georgia-Pacific Corporation, Fenres Acquisition Corp. and Fort
James Corporation.
99.1 Joint Press Release of Georgia-Pacific Corporation and Fort
James Corporation, dated July 17, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 17, 2000
FORT JAMES CORPORATION
By: /s/ Clifford A. Cutchins
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Name: Clifford A. Cutchins
Title: Senior Vice President, General
Counsel and Corporate
Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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Exhibit 4.1 Amendment No. 1, dated as of July 16, 2000, to the Rights
Agreement, dated as of February 26, 1999, between Fort James
Corporation and Wells Fargo Bank Minnesota, N.A. (successor to
Norwest Bank Minnesota, N.A.), as Rights Agent.
Exhibit 10.1 Agreement and Plan of Merger, dated as of July 16, 2000, among
Georgia-Pacific Corporation, Fenres Acquisition Corp. and Fort
James Corporation.
Exhibit 99.1 Joint Press Release of Georgia-Pacific Corporation and Fort
James Corporation, dated July 17, 2000.
