EXHIBIT (a)(5)
NOTICE TO PARTICIPANTS IN
THE FORT JAMES 401(K) PLAN
DEAR PLAN PARTICIPANT:
Enclosed for your consideration are the prospectus (the "Prospectus") of
Georgia-Pacific Corporation ("Georgia-Pacific"), dated October 13, 2000, and the
related Letter of Transmittal (together with the Prospectus, as amended or
supplemented, the "Offer"), relating to Georgia-Pacific's exchange offer for all
of the shares (the "Shares") of common stock of Fort James Corporation ("Fort
James"). Georgia-Pacific's Offer is being made through Fenres Acquisition Corp.,
a wholly owned subsidiary of Georgia-Pacific (the "Purchaser"). In the Offer,
each Share will be exchanged for (1) $29.60, net to the seller in cash, and (2)
.2644 shares of Georgia-Pacific Group common stock (the "exchange ratio"). The
exchange ratio will be adjusted downward if the Average Price (as defined in the
Prospectus) of Georgia-Pacific Group common stock exceeds $39.33.
Also enclosed for your consideration is Fort James'
Solicitation/Recommendation Statement on Schedule 14D-9, dated October 13, 2000,
which contains, among other information, the recommendation of the Board of
Directors of Fort James that Fort James shareholders accept the Offer and tender
their Shares pursuant to the Offer.
The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of July 16, 2000, among Georgia-Pacific, Purchaser and Fort James (the
"Merger Agreement"). The Merger Agreement provides that, subject to the
satisfaction or waiver of certain conditions, as soon as practicable after
consummation of the Offer Purchaser will be merged with and into Fort James (the
"Merger"), with Fort James continuing as the surviving corporation and a wholly
owned subsidiary of Georgia-Pacific.
Pursuant to the terms of the Offer and the terms of the Fort James 401(k)
Plan (the "Plan"), Shares allocated to a Plan participant's account may only be
tendered pursuant to the Offer by The Northern Trust Company, the Trustee of the
Plan. As the beneficial owner of the Shares allocated to your Plan account, you
may instruct the Trustee whether or not to tender those Shares pursuant to the
Offer. IF THE TRUSTEE DOES NOT RECEIVE YOUR INSTRUCTIONS BY NOVEMBER 7, 2000,
WHICH DATE MAY BE EXTENDED AS DESCRIBED BELOW (THE "CUT-OFF DATE"), THE TRUSTEE
MAY IN ITS SOLE DISCRETION CHOOSE WHETHER OR NOT TO TENDER THE SHARES ALLOCATED
TO YOUR ACCOUNT UNDER THE PLAN. The Letter of Transmittal is furnished to you
for your information only and cannot be used by you to tender Shares held by the
Plan for your account.
Accordingly, we request instructions as to whether you wish to have the
Trustee tender all of the Shares allocated to your account upon the terms and
conditions set forth in the Offer.
Please note the following with respect to the Offer:
<PAGE>
1. The consideration to be received in the Offer in exchange for each
Share is $29.60 in cash and .2644 shares of Georgia-Pacific Group common stock,
subject to a maximum consideration of $40.00 per Share, as further described in
the Offer (the "Consideration").
2. The Offer is being made for 100% of the outstanding Shares.
3. The Board of Directors of Fort James has unanimously determined that
the Merger Agreement and the transactions contemplated thereby, including the
Offer and the Merger, are in the best interests of Fort James and Fort James'
shareholders, and recommends that shareholders of Fort James accept the Offer
and tender their Shares pursuant to the Offer.
4. THE OFFER AND WITHDRAWAL RIGHTS ARE CURRENTLY SCHEDULED TO EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 9, 2000, AND THE DEADLINE FOR
SUBMITTING YOUR INSTRUCTIONS TO THE TRUSTEE IS 5:00 P.M., NEW YORK CITY TIME
(4:00 P.M. CHICAGO TIME) ON NOVEMBER 7, 2000. GEORGIA-PACIFIC CURRENTLY INTENDS
TO EXTEND THE OFFER FROM TIME TO TIME AS NECESSARY UNTIL ALL THE CONDITIONS TO
THE OFFER HAVE BEEN SATISFIED OR WAIVED, IN WHICH EVENT THE DEADLINE FOR
SUBMITTING YOUR INSTRUCTION WILL AUTOMATICALLY BE EXTENDED TO TWO BUSINESS DAYS
PRIOR TO THE EXTENDED EXPIRATION DATE OF THE OFFER.
5. The Offer is conditioned upon, among other things, (a) there being
validly tendered and not properly withdrawn prior to the expiration of the Offer
the number of Shares which, together with the Shares then owned by
Georgia-Pacific and Purchaser, constitute at least two-thirds of the total
number of outstanding Shares on a fully diluted basis (assuming all options or
other securities convertible into or exercisable or exchangeable for Shares had
been so converted, exercised or exchanged) as of the date that Purchaser accepts
the Shares pursuant to the Offer, and (b) any applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any
material European antitrust laws, having expired or been terminated prior to the
expiration of the Offer.
6. Upon completion of the Offer, Purchaser will merge into Fort James
and each Share not previously tendered by the Trustee pursuant to your
instructions or the terms of the Trust automatically 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.
INSTRUCTIONS TO THE TRUSTEE
The Northern Trust Company, as Trustee of the Fort James 401(k) Plan Trust
Agreement (the "Trust"), which is the funding medium for the Plan, holds Shares
in the Fort James Stock Investment Fund under the Plan (which consist of Shares
and a small amount of other liquid investments). Units of the Fort James Stock
Investment Fund
<PAGE>
under the Plan are credited to individual participants' accounts in accordance
with the terms of the Plan. These units of the Fort James Stock Investment Fund
are then converted into an equivalent number of Shares, and then rounded up or
down to the closest number of whole Shares. The whole number of equivalent
Shares are referred to in this Notice to Participants as the "Shares allocated
to your account under the Plan." Enclosed with this Notice is a confidential
instruction form, which you must use to instruct the Trustee whether or not to
tender all of the Shares allocated to your account under the Plan pursuant to
the Offer.
PLEASE NOTE THAT THE NUMBER OF SHARES ALLOCATED TO YOUR ACCOUNT UNDER THE
PLAN DOES NOT APPEAR ON YOUR INSTRUCTION FORM. THE PLAN'S DAILY VALUATION DESIGN
FEATURE PREVENTS FORT JAMES FROM SUPPLYING TO THE TRUSTEE AN ACCURATE ALLOCATION
OF THE NUMBER OF SHARES IN YOUR ACCOUNT UNDER THE PLAN WITH ENOUGH TIME FOR YOU
TO MAKE AN INFORMED DECISION WITH RESPECT TO THE OFFER. AS A RESULT, THE
INSTRUCTION FORM PROVIDES THAT YOU MAY ONLY INSTRUCT THE TRUSTEE EITHER TO
TENDER ALL OF THE SHARES OR NONE OF THE SHARES ALLOCATED TO YOUR ACCOUNT UNDER
THE PLAN AS OF THE CUT-OFF DATE.
If you do not return the enclosed instruction form or if you sign, date
and return the enclosed instruction form but do not check either of the boxes on
the form, the Trustee will treat your instruction form as not providing any
instruction to the Trustee regarding the Offer. In accordance with the Trust,
the Trustee may in its sole discretion tender any Shares credited to participant
accounts and held by the Trust for which no participant instructions are timely
received.
YOUR ROLE AND RESPONSIBILITIES AS A PLAN PARTICIPANT AND A NAMED FIDUCIARY
Only the Trustee can vote, tender and sell the Shares held by the Plan.
However, under the terms of the Trust, each participant may act as a named
fiduciary who directs the Trustee as to tendering Shares allocated to the
account of such participant. In general, named fiduciaries are required to act
prudently, solely in the interest of plan participants and beneficiaries (which
in this case is you), and for the exclusive purpose of providing benefits to the
plan participants and beneficiaries (which in this case is you).
You are entitled to instruct the Trustee whether or not to tender any
Shares allocated to your account under the Plan. By signing, dating and
returning the enclosed instruction form, you are accepting your designation
under the Trust as a named fiduciary for purposes of the Offer (but not for any
future matter).
INSTRUCTION WHETHER OR NOT TO TENDER SHARES OF FORT JAMES COMMON STOCK
The enclosed instruction form must be used if you wish to instruct the
Trustee to tender to Purchaser the Shares allocated to your account under the
Plan for the Consideration. If the Shares allocated to your account under the
Plan are purchased by Purchaser, the cash portion of the proceeds of such sale
and the Georgia-Pacific Group
<PAGE>
common stock will be credited to your account under the Plan and invested in the
former Fort James Stock Investment Fund under the Plan, subject to your right to
subsequently direct the investment of such proceeds into the other investment
funds offered under the Plan. That Fund will become a Georgia-Pacific Stock Fund
and over time, Georgia-Pacific Group common stock will be purchased with the
cash held in that Fund.
In order to be assured that your instructions to the Trustee will be
followed, your instruction form must be completed, signed, dated and received by
the Trustee NO LATER THAN 5:00 P.M. NEW YORK CITY TIME (4:00 P.M. CHICAGO TIME)
ON NOVEMBER 7, 2000, AS THIS DATE MAY BE EXTENDED. The deadline for submitting
your instruction to the Trustee is two business days prior to the expiration of
the Offer. The Offer is currently scheduled to expire at midnight, New York City
Time (11:00 p.m. Chicago Time) on November 9, 2000. If the expiration of the
Offer is extended beyond its scheduled expiration time, such extension will be
followed as promptly as practicable by public announcement thereof, to be made
no later than 9:00 a.m. New York City Time on the next business day after the
previously scheduled expiration date. If the expiration of the Offer is
extended, we do not intend to send out notices of the extended deadline for
submitting instruction to the Trustee. Rather, following such extension, the
time by which the Trustee must receive your instruction will be extended
automatically to two business days prior to such extended expiration time.
PLEASE REMEMBER TO RETURN YOUR INSTRUCTION FORM TO THE TRUSTEE IN THE ENCLOSED
ENVELOPE (DO NOT RETURN IT TO FORT JAMES, PURCHASER, OR ANY OTHER PARTY).
YOUR INSTRUCTION FORM MUST BE MAILED TO THE TRUSTEE IN THE ENVELOPE
PROVIDED. THE TRUSTEE CANNOT ACCEPT INSTRUCTIONS BY FAX.
Any instruction you furnish to the Trustee on the instruction form will be
irrevocable if not withdrawn by the Cut-Off Date. If the expiration of the Offer
is extended beyond its scheduled expiration time, the time by which you may
withdraw such instruction will be extended automatically to two business days
prior to such extended expiration time. To withdraw any instruction, you must
send a statement to the Trustee that you are withdrawing your prior instruction
and requesting another instruction form. You must sign the statement and print
your name and Social Security number under your signature. The statement must be
sent by mail to the address below and must be received by the Trustee prior to
5:00 p.m., New York City Time (4:00 p.m. Chicago Time) on the Cut-Off Date.
The Northern Trust Company, Trustee
P.O. Box 1997
New York, New York 10116-1997
CONFIDENTIALITY
Your instruction to the Trustee is strictly confidential. Under no
circumstances will the Trustee or any of its agents, disclose your instruction,
or failure to submit an
<PAGE>
instruction, to Fort James, Purchaser, Georgia-Pacific or any other party. You
should feel free to instruct the Trustee in the manner you think is best.
THE NORTHERN TRUST COMPANY
October 17, 2000
<PAGE>
THE FORT JAMES 401(K) PLAN
INSTRUCTION TO TRUSTEE WHETHER OR NOT TO TENDER SHARES
The undersigned participant in the Fort James 401(k) Plan (the "Plan")
hereby instructs The Northern Trust Company, as Trustee under the Plan, to
tender or not to tender, pursuant to the Offer, the Shares (including the
associated preferred shares purchase rights) allocated to his/her account under
the Plan (as explained in the accompanying Notice to Participants) in accordance
with the instruction form on the reverse side of this form.
THIS FORM MUST BE PROPERLY COMPLETED, SIGNED, DATED AND RECEIVED BY THE
NORTHERN TRUST COMPANY NO LATER THAN 5:00 P.M. NEW YORK CITY TIME (4:00 P.M.
CHICAGO TIME) ON THE CUT-OFF DATE (CURRENTLY NOVEMBER 7, 2000).
IF YOU DO NOT RETURN THIS INSTRUCTION FORM OR THIS FORM IS RECEIVED AFTER
5:00 P.M. NEW YORK CITY TIME (4:00 P.M. CHICAGO TIME) ON THE CUT-OFF DATE, THE
NORTHERN TRUST COMPANY WILL DECIDE, IN ITS SOLE DISCRETION, WHETHER TO TENDER
THE SHARES ALLOCATED TO YOUR ACCOUNT.
PLEASE COMPLETE, SIGN AND DATE ON THE REVERSE SIDE.
<PAGE>
[X] Please mark your choice like this and sign and date below.
THE TRUSTEE MAKES NO RECOMMENDATION AS TO YOUR DECISION TO TENDER OR NOT TO
TENDER THE SHARES ALLOCATED TO YOUR ACCOUNT UNDER THE PLAN PURSUANT TO THE
OFFER.
[_] Tender ALL of the Shares allocated to my account under the Plan as of the
Cut-Off Date.
[_] Do not tender any Shares allocated to my account under the Plan as of the
Cut-Off Date.
As a participant in the Plan, I acknowledge receipt of the Prospectus,
Letter of Transmittal and the Notice to Participants, dated October 17, 2000,
and hereby instruct the Trustee of the Plan to tender or not to tender the
Shares allocated to my account under the Plan as indicated above.
I understand that if I sign, date and return this instruction form but do
not provide the Trustee with specific instructions by checking either of the
boxes above, the Trustee will treat this instruction form as not providing any
instruction to the Trustee regarding the Offer. In accordance with the terms of
the Trust which is the funding vehicle for the Plan, the Trustee may in its sole
discretion tender any Shares held by the Plan for which no participant
instructions are timely received.
-----------------------------
Signature
---------------
Date
PLEASE SIGN, DATE AND MAIL THIS INSTRUCTION FORM PROMPTLY IN THE POSTAGE
PREPAID ENVELOPE PROVIDED.
