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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
FORT JAMES CORPORATION
(NAME OF SUBJECT COMPANY)
FORT JAMES CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
347471104
(CUSIP NUMBER OF CLASS OF SECURITIES)
CLIFFORD A. CUTCHINS IV
SENIOR VICE PRESIDENT
GENERAL COUNSEL AND CORPORATE SECRETARY
FORT JAMES CORPORATION
1650 LAKE COOK ROAD
DEERFIELD, ILLINOIS 60015-4753
(847) 317-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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COPIES TO:
PATRICIA A. VLAHAKIS, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Statement amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Fort James
Corporation, a Virginia corporation (the "Company"), filed with the Securities
and Exchange Commission on October 13, 2000 (the "Schedule 14D-9"), as amended
by Amendment No. 1 to Schedule 14D-9, filed with the Securities and Exchange
Commission on October 16, 2000 (the "Amendment No.1"), with respect to the offer
made by Fenres Acquisition Corp. ("Purchaser"), a Virginia corporation and a
wholly owned subsidiary of Georgia-Pacific Corporation, a Georgia corporation
("Georgia-Pacific"), to exchange for each issued and outstanding share of Common
Stock, par value $.10 per share, of the Company (including the associated
preferred share purchase rights issued pursuant to the Rights Agreement, dated
as of February 26, 1999, between the Company and Norwest Bank Minnesota, N.A.,
as Rights Agent, as amended by Amendment No. 1, dated as of July 16, 2000,
between the Company and Wells Fargo Bank Minnesota N.A. (successor to Norwest
Bank Minnesota, N.A.), the "Shares"), (a) $29.60, net to the seller in cash, and
(b) .2644 shares of Georgia-Pacific Group common stock, par value $.80 per share
(including the preferred share purchase rights associated therewith), subject to
the limitation described in the prospectus relating to the exchange offer, dated
October 13, 2000 (the "Prospectus"), and upon the terms and subject to the
conditions set forth in the Prospectus, and in the related Letter of Transmittal
(the "Letter of Transmittal" which, together with the Prospectus, as amended or
supplemented from time to time, constitute the "Offer").
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended by adding thereto the
following:
EXHIBIT
NUMBER DESCRIPTION
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(a)(8) Notice to Fort James Employees Participating in the
401(k) Plan, dated October 13, 2000, and Related
Documents
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
FORT JAMES CORPORATION
By: /s/ Clifford A. Cutchins IV
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Name: Clifford A. Cutchins IV
Title: Senior Vice President,
General Counsel and Corporate
Secretary
Date: October 18, 2000
2
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(8) Notice to Fort James Employees Participating in the
401(k) Plan, dated October 13, 2000, and Related
Documents
