|
Previous: KALEIDOSCOPE MEDIA GROUP INC, SB-2/A, EX-23.1, 2000-10-05 |
Next: SANTA CRUZ OPERATION INC, S-8, 2000-10-05 |
Filed by Plum Creek Timber Company, Inc.
Pursuant to Rule 425
under the
Securities Act of 1933
and deemed filed pursuant to Rule
14a-12
of the Securities Exchange Act of 1934
Commission File Number:
1-3506
Subject Company: Georgia-Pacific Corporation
THE FOLLOWING IS A DESCRIPTION OF A SLIDE PRESENTATION THAT IS BEING USED
BY
PLUM CREEK TIMBER COMPANY, INC.
[Plum Creek LOGO]
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT
PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED BY PLUM CREEK WITH
THE
SECURITIES AND EXCHANGE COMMISSION (the "SEC") REGARDING THE
BUSINESS
COMBINATION TRANSACTION REFERENCED IN THE FOLLOWING INFORMATION WHEN
IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. INVESTORS
AND SECURITY
HOLDERS MAY OBTAIN A FREE COPY OF THE JOINT PROXY
STATEMENT/PROSPECTUS (WHEN
AVAILABLE) AND OTHER DOCUMENTS FILED BY PLUM CREEK
AT THE SEC'S WEB SITE AT
WWW.SEC.GOV. THE JOINT PROXY STATEMENT/PROSPECTUS
AND SUCH OTHER DOCUMENTS MAY
ALSO BE OBTAINED FROM PLUM CREEK BY DIRECTING
SUCH REQUEST TO PLUM CREEK TIMBER
COMPANY, INC., ATTN: EMILIO RUOCCO, 999
THIRD AVENUE, SUITE 2300, SEATTLE, WA,
98104-4096.
Plum Creek and certain other persons referred to below may be deemed to
be
participants in the solicitation of proxies of Plum Creek's stockholders
to
adopt the agreement providing for Plum Creek's acquisition of The
Timber
Company. The participants in this solicitation may include the
directors and
executive officers of Plum Creek, who may have an interest in
the transaction
including as a result of holding shares or options of Plum
Creek. A detailed
list of the names and interests of Plum Creek's directors
and executive officers
is contained in Plum Creek's Proxy Statement for its
2000 Annual Meeting, which
may be obtained without charge at the SEC's
website at www.sec.gov.
This presentation contains forward-looking statements. These
forward-looking
statements are found in various places throughout this
presentation and include,
without limitation, statements concerning the
financial conditions, results of
operations and businesses of Plum Creek and
The Timber Company and, assuming
the consummation of the merger, a combined
Plum Creek and The Timber Company, as
well as the expected timing and
benefits of the merger. While these
forward-looking statements represent our
judgments and future expectations
concerning the development of our business
and the timing and benefits of the
merger, a number of risks, uncertainties
and other important factors could cause
actual developments and results to
differ materially from our expectations. The
factors include, but are not
limited to, those listed in Plum Creek's 1999
Annual Report on Form 10-K and
The Timber Company's 1999 Annual Report on Form
10-K, as well as the
inability to obtain, or meet conditions imposed for,
governmental rulings and
approvals for the transaction; the failure of the Plum
Creek or The Timber
Company's stockholders to approve the transaction; the risk
that the Plum
Creek and The Timber Company businesses will not be successfully
integrated;
the costs related to the transaction; the risk that anticipated
synergies
will not be obtained or not obtained within the time anticipated; and
other
key factors that we have indicated could adversely affect our businesses
and
financial performance contained in our past and future filings and
reports,
including those with the SEC.
PLUM CREEK OVERVIEW
O 4th largest U.S. timberland
owner
- 3.2 million acres across 4 diverse
regions
o Leading forestry and land management
capabilities
o 11 manufacturing
facilities
- Lumber (6), Plywood (2),
Remanufacturing (2), MDF (1)
o Ideal structure to
capitalize on the economic benefits of
timberland
ownership
FINANCIAL OVERVIEW
1999 Total EBITDA - $250.7 million*
[Pie graph illustrating the following:]
Southern Timber: 20%
Lumber: 14%
Panels: 14%
Higher and Better Use
Land Sales: 7%
Northern Timber: 45%
* EBITDA defined as Operating Income plus Depreciation, depletion and
amortiza-
tion; Percentages are before corporate and eliminations
STRATEGIC FOCUS
o Expand timber base through creative, disciplined
acquisitions
o Pursue special business opportunities
to leverage distinct
core
competencies
o Operate
business to deliver maximum shareholder value
GROWTH IN RESOURCE BASE
[Bar graph illustrating the following:]
1992:
- Acquisitions: not
applicable
- Original Land Base: 1.18 Acres
(MM)
- Merchantable Timber: approximately 16
(MM Cunits)
1993:
- Acquisitions: 0.87
Acres (MM)
- Original Land Base: 1.17 Acres
(MM)
- Merchantable Timber: approximately 23
(MM Cunits)
1994:
- Acquisitions: 0.87 Acres
(MM)
- Original Land Base: 1.17 Acres
(MM)
- Merchantable Timber: approximately 23
(MM Cunits)
1995:
- Acquisitions: 0.87 Acres
(MM)
- Original Land Base: 1.17 Acres
(MM)
- Merchantable Timber: approximately 22
(MM Cunits)
1996:
- Acquisitions: 0.87 and 0.54 Acres
(MM)
- Original Land Base: 1.05 Acres
(MM)
- Merchantable Timber: approximately 24
(MM Cunits)
1997:
- Acquisitions: 0.87 and 0.54 Acres
(MM)
- Original Land Base: 1.04 Acres
(MM)
- Merchantable Timber: approximately 23
(MM Cunits)
1998:
- Acquisitions: 0.87, 0.54 and 0.91
Acres (MM)
- Original Land Base: 1.04 Acres
(MM)
- Merchantable Timber: approximately 34
(MM Cunits)
1999:
- Acquisitions: 0.87, 0.54 and 0.91
Acres (MM)
- Original Land Base: 1.04 Acres
(MM)
- Merchantable Timber: approximately 34
(MM Cunits)
FINANCIAL PERFORMANCE
Total Annualized Return on Investment Since Inception*
[Bar graph illustrating the following:]
Plum Creek Timber: 22.5% (12.1% Stock Return; 10.4% Dividend
Reinvestment)
S&P 500: 17.9%
Dow Jones: 16.2%
S&P Paper &
Forest Products: 6.3%
Source: Factset: For the period 7/1/1989 to
6/30/2000. Includes reinvestment of
dividends
MARKET CONDITIONS
o Lumber and structural panel prices adversely impacted by increases in
production capacity coupled with a decline in housing
activity
o Housing starts stabilizing at 1.5 million/year
o Log prices
remain stable compared to lumber and structural panel prices
Timberland Acquisitions
Investment Thesis
o Returns superior to S&P 500
- 13.6%
vs. 12.2% from 1960-1999
o Renewable resource with predictable growth
o
Long-term real price appreciation
o High operating margins - consistent free
cash flow
o Excellent portfolio diversification
Timberland Acquisitions
Real Price Appreciation
[Line graph illustrating the following]
Douglas-fir #2
Approx. Date |
Approx. Indexed Real Price Appreciation |
approx. 1/74 |
approx. 100 |
approx. 1/77 |
approx. 115 |
approx. 1/80 |
approx. 195 |
approx. 1/83 |
approx. 130 |
approx. 1/86 |
approx. 120 |
approx. 1/89 |
approx. 200 |
approx. 1/92 |
approx. 400 |
approx. 1/95 |
approx. 325 |
approx. 1/97 |
approx. 315 |
[Trendline depicting Indexed Real Price Appreciation for Douglas-fir #2]
Southern Sawtimber
Approx. Date |
Approx. Indexed Real Price Appreciation |
approx. 1/74 |
approx. 100 |
approx. 1/77 |
approx. 75 |
approx. 1/80 |
approx. 90 |
approx. 1/83 |
approx. 90 |
approx. 1/86 |
approx. 100 |
approx. 1/89 |
approx. 105 |
approx. 1/92 |
approx. 125 |
approx. 1/95 |
approx. 165 |
approx. 1/97 |
approx. 210 |
[Trendline depicting Indexed Real Price Appreciation for Southern Sawtimber]
CAGR
'74-89 |
'89-99 |
2.9% |
6.5% |
0.4% |
6.5% |
Source: Loglines Pricing Report and the Industrial Forestry Association
Timberland Acquisitions
Consolidation Opportunities
[Pie graph illustrating the following]
Timberland Ownership
Non-Industrial Private Holdings |
85.0% |
Top 15 Industrial Companies |
12.2% |
Other Industrial Companies |
2.9% |
Based on American Forest & Paper Association report's estimated 358 million acres of classified "Timberlands" owned by forest industry and private non-industrial owners.
INVESTMENT CASE
o Large, valuable, diverse timber
holdings
o Focused growth
strategies
o Unique REIT
structure
- Single layer, capital gains rate
taxation
- Difficult to
duplicate
o Outstanding track
record
o Part of Russell 1000 Index
THE TIMBER COMPANY OVERVIEW
[The Timber Company LOGO]
Financial Overview
[Pie graph illustrating the following:]
1999 Sales = $442 million
Southwest: 32.5%
Southeast Coastal
21.0%
South Central: 17.7%
West/North: 15.7%
Piedmont:
9.3%
Non-timber: 3.8%
[Pie graph illustrating the following:]
1999 Revenue Source
Softwood Sawtimber: 80%
Softwood Pulpwood:
9%
Hardwood Sawtimber: 4%
Hardwood Pulpwood: 2%
Other Income:
5%
Company Overview
o A separate operating group of its parent,
Georgia-Pacific
o Third-largest private timberland
owner in the U.S., owns and
operates
approximately 4.7 million
acres
o Does not own or operate logging equipment or
converting facilities
POWER OF COMBINED OPERATIONS
[Graphic illustrating the following:]
Plum Creek
3.2 million acres
$1.5 billion market
capitalization
+
The Timber Company
4.7 million acres
$2.2 billion market
capitalization
Combined Operations
7.9 million acres
Second largest timberland owner
in U.S.
Presence in major U.S. timber regions (19 states)
Approximately
$4.0 billion in equity market capitalization
Combined annual operating
synergies of $15 million
Acquisition growth record
Less reliant on
manufacturing operations
*Based on closing prices on 10/4/00
COMBINED OPERATIONS
[Map of the United States illustrating the following:]
West: 571,000
South: 4,463,000
Northeast: 1,164,000
Midwest:
251,000
Rocky Mountain: 1,488,000
Total: 7,939,000
[Location of Plywood plants: Montana]
[Locations of Sawmills: Montana, Arkansas, Louisiana]
[Locations of Remanufacturing Facilities: Idaho, Montana]
[Location of MDF Plant: Montana]
[Map of United States color coded to illustrate acreage concentration by state]
TOP 10 U.S. TIMBERLAND OWNERS
Rank/NameU.S |
Timberlands Acres (mm) |
1. International Paper |
12.5 |
2. New Plum Creek |
7.9 |
3. Weyerhaeuser |
5.7 |
4. Hancock Timber Resource Group |
2.6 |
5. Boise Cascade |
2.3 |
6. Rayonier |
2.2 |
7. Temple -Inland |
2.2 |
8. Mead |
2.1 |
9. Williamette |
1.7 |
10. Potlatch |
1.5 |
MERGER TERMS
Transaction: Spin-merger
of The Timber Company into Plum
Creek
Consideration: 1.37
fixed exchange ratio
Enterprise
Value*: Approximately $3.2
billion
Equity
Value*: Approximately
$2.5 billion
Board of
Directors: Existing Plum Creek
directors plus three new
Expected Closing Date: First
quarter 2001
*Based on PCL closing price on 10/4/00
ATTRACTIVE PURCHASE PRICE
[Bar graph illustrating the following:]
Transaction Value / LTM EBITDA
Plum Creek: 10x
Private Market
Transactions (a): 12x - 15x
[Bar graph illustrating the following:]
Price Per Acre
Plum Creek: $788
Private Market Transactions (a):
>$1,000
(a) Based on Plum Creek management estimates for comparable transactions
VALUE CREATION OPPORTUNITIES
o Optimization of company-wide
lands
- Improve log
merchandising
- Increase sales flexibility (new G-P
supply agreement)
- Capture full potential of real
estate lands
- Exploit ancillary land uses
- Manage through economic cycles in regional
markets
FAVORABLE MARKET POSITION
New Plum Creek will be one of the largest forest product companies and REITs
in
terms of market capitalization:
Top 5 US Forest Companies |
Top 5 REITs |
||
Company |
Market Cap($bn) |
Company |
Market Cap($bn ) |
1. International Paper |
15.2 |
1. Equity Office Properties |
10.7 |
2. Weyerhaeuser |
8.7 |
2. Equity Residential |
6.9 |
3. Georgia-Pacific/Ft. James |
5.6 |
3. Simon Property Group |
5.6 |
4. Plum Creek |
4.0 |
4. Spieker Properties |
4.3 |
5. Williamette |
3.2 |
5. Plum Creek |
4.0 |
Note: Stock prices as of 10/4/2000.
IMPROVED STOCK CHARACTERISTICS
Increased liquidity and institutional ownership
[Pie graph illustrating the following:]
Plum Creek Pre-Merger Ownership
Other: 58%
Insider:
28%
Institutional: 14%
[Pie graph illustrating the following:]
Plum Creek Post-Merger Ownership
Other: 34%
Insider:
12%
Institutional: 54%
Note: at 7/18/00
TRANSACTION TIMETABLE
July o Announce
transaction
October o File
proxy/prospectus
December -
January o Receive
private letter
ruling
o Distribute
proxy
materials
o Shareholder
meetings
March o Close
Transaction
STRATEGIC RATIONALE
o 7.9
million acres, 19 states, major presence in all
timber
regions
Resource o Second
largest Timberland
owner
Value o Market
diversification and long-term biological
growth
potential
o
Dominance
in favorable Southern region
Financial o Immediately
accretive to cash flow and
earnings
Benefits o Enhances
financial flexibility from stronger balance
sheet
o Well-positioned
for future growth
o $15
million in cost savings per
year
Operational o Significant
opportunities for additional
operating
Synergies improvements
o Benefits
from new G-P fiber-supply agreement
o Estimated
$4.0 billion market
capitalization
Improved o Top
five market capitalization - forest product
companies
Stock and
REITs
o Increased
institutional shareholder
base
o "Must
have" timber investment
[Plum Creek LOGO]
|