EXHIBIT (a)(8)
[LETTERHEAD OF FORT JAMES CORPORATION APPEARS HERE]
IMPORTANT NOTICE TO ALL FORT JAMES EMPLOYEES
PARTICIPATING IN THE 401(K) PLAN
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Attached are several documents that contain important information concerning the
upcoming Georgia-Pacific Tender Offer to Fort James shareholders and how it will
affect 401(k) Plan participants in the Fort James Stock Fund. Also, there is a
notice announcing that the Company Match will no longer be automatically
allocated to the Fort James Stock Fund after November 10, 2000.
There are some important key dates described throughout these documents of which
participants should make note.
KEY DATES
- October 13, 2000 - Georgia-Pacific will send "OFFER TO PURCHASE AND
LETTER OF TRANSMITTAL" (the Offer) to Fort James shareholders,
including the Fort James Stock Fund.
- October 18, 2000 - The Trustee for the Stock Fund will mail materials
to 401(k) participants.
- NOVEMBER 3, 2000 AT 4:00PM EASTERN TIME - Investment changes in or out
of the Fort James Stock Fund are suspended until the deal is closed and
the proceeds (cash & G-P stock) are transferred to the Trustee from
Georgia-Pacific.
- November 9, 2000 - Time period for shareholders to respond to the Offer
is closed.
- November 10, 2000 - From this day forward, all participants in the
401(k) Plan will have the Company Match follow the investment elections
they have made for their own money. Company Match will no longer be
automatically allocated to the Fort James Stock Fund.
October 13, 2000
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WHAT YOU SHOULD KNOW ABOUT THE GEORGIA-PACIFIC OFFER
AND THE FORT JAMES 401(K) PLAN
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IN RESPONSE TO EMPLOYEE QUESTIONS, WE'D LIKE TO EXPLAIN WHAT WILL HAPPEN TO THE
FORT JAMES 401(K) PLAN AS A RESULT OF THE ACQUISITION BY GEORGIA-PACIFIC (G-P).
PLEASE TAKE A MOMENT TO REVIEW THE ATTACHED CHARTS AS WELL AS THE Q&A'S BELOW.
THE 401(K) PLAN
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WHAT WILL HAPPEN TO THE FORT JAMES 401(K) PLAN AS A RESULT OF THE ACQUISITION BY
GEORGIA-PACIFIC?
- On the date of the sale, you will become a Georgia-Pacific
employee.
- Your current 401(k) Plan will continue under the sponsorship of
Georgia-Pacific.
- Your Plan will continue with
- The same recordkeeper
- The same investment options
- The same 401(k) Plan Line and web site with the same passwords.
- Even Financial Engines will continue to operate as usual.
- No immediate Plan changes are going to occur as a result of the
completion of the acquisition process.
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| PLEASE SEE THE ACCOMPANYING NOTICE ANNOUNCING THE COMPANY MATCH WILL NO |
| LONGER AUTOMATICALLY BE IN THE FORT JAMES STOCK FUND EFFECTIVE |
| NOVEMBER 10, 2000. |
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CAN I TAKE MONEY OUT OF THE 401(K) PLAN AS A RESULT OF THE ACQUISITION?
Because your current 401(k) Plan will continue under the sponsorship of
Georgia-Pacific, IRS regulations do not allow any special distributions to
employees who continue to work for the company. The distribution rules will be
the same as they are today. See your summary plan description or call the 401(k)
Line at 1-888-324-SAVE (7283) for details on 401(k) Plan distribution
restrictions and procedures.
HOW WILL THE FORT JAMES STOCK FUND WITHIN THE 401(K) PLAN CHANGE?
The Fort James Stock Fund is a Company Stock Fund. Therefore, when
Georgia-Pacific purchases Fort James, your 401(k) investment option will become
the Georgia-Pacific Stock Fund. However, the total transition will not be
immediate, it takes time.
WHAT IS THE TRANSITION PROCESS AS THE FORT JAMES STOCK FUND BECOMES THE
GEORGIA-PACIFIC STOCK FUND?
The attached pie charts illustrate the transition process in detail. Basically,
the assets of the Company Stock Fund are usually invested 97% in company stock
and 3% in cash equivalents. The cash equivalents are invested in low-risk
options, such as money market accounts, so adequate cash is available to process
loans and distributions from the 401(k) Plan on a daily basis.
On the day of the sale, the Fort James stock in the Fund will convert to cash
and Georgia-Pacific stock. The Fund will be invested primarily in cash
equivalents and some Georgia-Pacific stock.
Oct. 13, 2000 - 1 -
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Over time, Georgia-Pacific stock will be purchased with the cash held in the
Fund until the Fund reaches its normal stock position. Purchases of G-P stock
must be made over a period of time in order to avoid impacting the stock price.
The transition period is to be determined and will depend on the amount of
assets in the Fund and the daily market volume for G-P stock.
No restrictions will be in place regarding investment changes into or out of the
Fund during the transition period.
HOW WILL THE TRANSITION AFFECT MY INVESTMENTS IN THE FUND?
As a 401(k) Plan participant, you own "units" of the Fund, not direct shares of
stock...so the number of units you own will not change on the day of the sale.
---------------
The value of your units will be determined by the overall value of the Fund,
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which depends on the final closing price. As the percentage of assets shift
from cash to G-P stock, the value of the fund will more closely track the value
of G-P stock. You can check the value of your investments by calling the 401(k)
Line at 1-888-324-SAVE (7283) or visiting the 401(k) website at
https://www.rsweb.com/61664.
SINCE GEORGIA-PACIFIC IS OFFERING CASH AND STOCK IN EXCHANGE FOR FORT JAMES
STOCK, WILL I GET A CASH PAYMENT?
No. The underlying investments of the Fort James Stock Fund will convert from
Fort James stock to cash and Georgia-Pacific stock. Ultimately, the Company
Stock Fund will be invested primarily in Georgia-Pacific stock, as described
above.
THE GEORGIA-PACIFIC OFFER
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WHAT TYPE OF COMMUNICATIONS SHOULD I EXPECT TO RECEIVE?
Soon, you will receive a notice from Northern Trust including a copy of the
OFFER TO PURCHASE and LETTER OF TRANSMITTAL from Georgia-Pacific and a NOTICE TO
PARTICIPANTS from Northern Trust. Please understand that the communications
concerning the acquisition must be reviewed and approved by the Securities &
Exchange Commission (SEC). Therefore, they may seem rather technical and legal.
WHY AM I BEING NOTIFIED ABOUT THE GEORGIA-PACIFIC OFFER?
As part of the purchase process, Georgia-Pacific is required to explain the
terms of their Offer to Fort James stockholders and allow them the opportunity
to respond to the Offer.
The Fort James 401(k) Plan is the owner of record of the stock in the Fort James
Stock Fund. As a 401(k) Plan participant who has invested in the FJ Stock Fund,
you own "units" of the Fund, not actual shares of stock. However, the Fund
Trustee, Northern Trust is giving you the opportunity to respond to the Offer,
so they can respond on the Plan's behalf. Each participant's response to the
offer will be counted by the Trustee, based on the percentage of the Fund the
participant owns.
ACCORDING TO THE ATTACHED FLOW CHART, INVESTMENTS INTO AND OUT OF THE FJ STOCK
FUND WILL BE SUSPENDED ON NOVEMBER 3ND AT 4PM EASTERN TIME (CLOSE OF THE
MARKET)...WHY?
Your response to the Offer will be counted by the Trustee, based
on the percentage of the Fund you own. Therefore, the Trustee must suspend all
investment transactions into and out of the Fund, so they can determine each
participant's percentage of ownership. The suspension will last until the
Trustee receives the proceeds of the deal from Georgia-Pacific. Restrictions
during
Oct. 13, 2000 - 2 -
<PAGE>
the period apply only to investment changes in the FJ Stock Fund. ALL
----
OTHER FUNDS AND TRANSACTIONS WILL OPERATE NORMALLY.
WHAT HAPPENS TO ANY CONTRIBUTIONS (THROUGH PAYROLL DEDUCTION) DURING THE
SUSPENSION PERIOD?
Contributions will go into whatever investment election a participant has
selected. If one of those elections is the Company Stock Fund, contributions
will go into the cash portion of the Fund and sit there until the suspension is
over.
HOW DO I RESPOND TO THE OFFER?
See the NOTICE TO PARTICIPANTS from Northern Trust.
WHAT HAPPENS AFTER I RESPOND TO THE NOTICE?
Once Northern Trust tallies all the responses from the Fort James 401(k) Plan
participants, they will respond to Georgia-Pacific's offer. The Plan's response
will be added to the response from all other Fort James stockholders.
Oct. 13, 2000 - 3 -
<PAGE>
TRANSITION OF THE FJ STOCK FUND
IN THE FORT JAMES 401(K) PLAN
[PIE CHART DEPICTING THE FOLLOWING INFORMATION APPEARS HERE]
ONE DAY PRIOR TO CLOSE
Normal investment for
Fort James Stock Fund is 97% Fort James stock and 3% liquid reserve.
Cash equivalents/liquid reserves are invested and will continue to be
invested after closing. The investments will generally be in money market
accounts or other low risk, low return options. The reserve ensures adequate
cash is available to process loans and distributions from the Plan on a daily
basis.
[PIE CHART DEPICTING THE FOLLOWING INFORMATION APPEARS HERE]
DAY OF CLOSE
As of the closing date, the Fort James stock in the Fund will convert to cash
and G-P stock -- based on the offer price of $29.60 plus .2644 shares of
G-P stock per share of FJ stock.
However, 401(k) Plan participants own "units" of the Fund, not shares of
stock. So the number of units will not change. The value of the units will
change, based on the final closing price and market fluctuations.
All other investment funds remain unchanged. The provisions of the Plan will
remain as they were prior to close.
[PIE CHART DEPICTING THE FOLLOWING INFORMATION APPEARS HERE]
TRANSITION COMPLETED
Over time, G-P stock will be purchased with the cash equivalents held in the
Fund. Purchases of G-P stock must be made over a period of time in order to
avoid impacting on the stock price. The transition period is yet to be
determined and will depend on the amount of assets in the Fund and the daily
market volume for G-P stock.
As the percentage of assets shift from cash to
G-P stock, the value of the fund will more closely track the value of G-P
stock.
ANY DISTRIBUTIONS OF STOCK CERTIFICATES REQUESTED DURING THIS TRANSITION
PERIOD MAY BE DELAYED. Otherwise, the Plan will operate according to its
normal terms.
10/13/00
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THE DEAL THE 401(K) PLAN
-------- ---------------
--------------------------
401(k) Plan | NOTE: Each |
Trustee | participant's |
forwards the | response to the |
G-P announces Trustees' | Offer will be |
intent to NOTICE TO | counted by the |
purchase FJ > PARTICIPANTS | Trustee, based |
7/16/00 / along with the | on the |
| / Offer to Plan | percentage of |
| / participants | the Fund the |
| / 10/18/00 | participant owns. |
| / | | |
| / | | To determine |
| / | | each |
| / | | participant's |
| / | | ownership |
| / V | percentage, the |
| / Changes to | Trustee must |
| / investments | suspend all |
V | into or out of | investment |
Regulatory | the FJ Stock | transactions |
approval | Fund are ------>| into or out of |
process begins | suspended | the FJ Stock |
| | 11/03/00 AT | Fund from |
| | 4PM EASTERN | Nov. 3rd |
| | TIME | until the |
| | | | proceeds from |
| | | | the deal (cash & |
| | | | G-P stock) are |
| | | | received by the |
| / | | Trustee. |
| / | | |
The Fort James | / | | Responses from |
401(k) Plan is the | / | | participants not |
owner of record for | / | | invested in the |
stock in the Plan's | / | | FJ Stock Fund as |
FJ Stock Fund; | / | | of the |
participants own V / | | suspension |
units of the Fort G-P sends / | | period will not |
James Stock Fund. OFFER TO / V | be counted. |
Northern Trust, the PURCHASE and / Trustee | |
Plan Trustee, will <--- LETTER OF / tallies | Restrictions |
give participants TRANSMITTAL / participant | during the |
the opportunity to (the "Offer") / responses and | suspension |
instruct Northern to FJ / responds to | period apply |
regarding how to shareholders / Offer | only to |
respond to the G-P 10/13/00 / 11/09/00 | investment |
offer. | / | | changes in the |
| / | | FJ Stock Fund. |
| / | | All other funds |
| / | | and transactions |
| / | | will operate |
| / | | normally. |
| / | | |
V / V | Any new |
Initial time / FJ Fund | payroll contributions |
period for / returns to | that are directed |
shareholders to / normal | to the FJ Stock Fund |
respond to / operation -- | during the |
Offer ends <------- / investments | suspension period |
11/09/00 (THIS ----> into and out | will go into |
PERIOD CAN BE / of Fund allowed | the cash |
EXTENDED) / UPON RECEIPT | portion |
| / OF THE | of the Fund. |
| / PROCEEDS OF | |
| / THE DEAL | The duration |
| / | | of the suspension |
| / | | is not known and |
| / V | depends on many |
NOTE: The | / FJ stock in | factors not |
regulatory approval | / the FJ Stock | under the |
process could end V / Fund converts | control of FJ or |
before, during, or Regulatory / to a | Northern Trust. |
after the time <--- approval process / combination of --------------------------
period during which ends / cash and G-P
shareholders are | / stock
responding. | / |
| / |
| / V
| / The Company
| / Stock Fund begins the
V / process of purchasing
Deal closes / additional G-P Stock with
DATE TO BE / the cash in the Fund
DETERMINED
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Oct. 13, 2000
