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Next: FIRST UNION COMMERCIAL MORTGAGE SECURITIES INC, 8-K, 2000-12-01 |
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]
Rick R. Holley
President and CEO
Lehman Brothers Industry
Select Conference
December 1, 2000
Safe Harbor
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.
AGENDA
o Plum Creek
Overview
o Market
Outlook
o Strategic
Focus
o The Timber Company
Merger
o Summary
OVERVIEW
o 4th largest U.S. timberland
owner
- 3.2 million acres across 4 diverse
regions
o Leading forestry and land management
capabilities
o 9 manufacturing
facilities
- Lumber (4), Plywood (2),
Remanufacturing (2), MDF (1)
o Ideal structure to
capitalize on the economic
benefits of
timberland ownership
DIVERSIFIED RESOURCE BASE*
Cascade Region
o 285,000
Acres
o 4,436 MCCF of Merchantable Timber
Rocky Mountain Region
o 1,488,000
Acres
o 10,585 MCCF of Merchantable
Timber
o 9 Conversion Facilities
Northeast Region
o 905,000
Acres
o 13,468 MCCF of Merchantable Timber
Southern Region
o 531,500
Acres
o 4,458 MCCF of Merchantable Timber
[Map of United States highlighting the states of Washington, Idaho, Montana, Arkansas, Louisiana, and Maine]
* Inventory - 1/1/00
DIVERSIFIED CASH FLOW
1999 Total EBITDA - $250.7 million*
[Pie graph illustrating the following:]
Southern Timber: 20%
Lumber: 14%
Panels: 14%
Higher and Better Use
Land Sales: 7%
Northern Timber: 45%
* EBITDA defined as Operating Income plus Depreciation, depletion and
amortiza-
tion; Percentages are before corporate and eliminations
FINANCIAL PERFORMANCE
Strong and Stable EBITDA
[Bar Graph] | [Line Graph] | |
EBITDA ($ in million) | EBITDA Margin | |
1992 | 137 | approximately 33% |
1993 | 165 | approximately 34% |
1994 | 218 | approximately 38% |
1995 | 213 | approximately 37% |
1996 | 222 | approximately 36% |
1997 | 244 | approximately 35% |
1998 | 210 | approximately 30% |
1999* | 251 | approximately 34% |
*Not reflective of REIT accounting presentation
FINANCIAL PERFORMANCE
[Bar Graph]
Total Annualized Return on Investment Since Inception*
Plum Creek Timber | 20.6% (10.4% Dividend Reinvestment; 12.1% Stock Return) |
S&P 500 | 17.4% |
Dow Jones | 16.1% |
S&P Paper & Forest Products | 5.8% |
Source: Factset: For the period 7/1/1989 to 9/30/2000. Includes reinvestment of dividends.
MARKET OUTLOOK
o Lumber markets
improving
o U.S. housing remains at 1.5-1.6 million
units
o Repair and remodel segment continues
growth
o Industrial demand steady
STRATEGIC FOCUS
o Expand timber base through creative, disciplined
acquisitions
o Optimize value of assets
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)
Timber Investment Attributes
o Unique renewable resource
o High
operating margins - consistent free cash flow
o Long-term real price
appreciation
o Returns superior to S&P 500
- 13.6% vs.
12.2% from 1960-1999
o Excellent portfolio diversification
VALUE CHARACTERISTICS
Delivers annual value growth of 7-15%
Volume
Growth Timber grows
predictably and quantifiably
3-6%
+
Grade Change Tree values
increase as they grow into
larger
1-2% diameter
grades with more valuable end
uses
+
Management Active forest management enhances
volumetric
1-3% growth
and accelerates grade change
+
Real
Price
Increase U.S. Forest Service
forecasts long-term real
2-4% price
increase for North American timber
Source: USDA Forest Service
REAL PRICE APPRECIATION
[Line graph illustrating the following]
Douglas-fir #2
Date |
Indexed Real Price |
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 |
approx. 6/99 |
approx. 290 |
[Trendline depicting Indexed Real Price Appreciation for Douglas-fir #2]
Southern Sawtimber
Date |
Indexed Real Price |
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 |
approx. 6/99 |
approx. 205 |
[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
TIMBER MARKETS
o Influenced by regional factors
o Shrinking private inventories in the
South
o Public timber production continues to decline
o Regulatory and
environmental pressures continue
o Increasing interest in asset class
AQUISITION OPPORTUNITIES
Top timberland owners
Rank/NameU.S |
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 |
ACQUISITION OPPORTUNITIES
Timberland ownership is highly fragmented
[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.
STRATEGIC FOCUS
o Expand timber base through creative, disciplined
acquisitions
o Optimize value of assets
OPTIMIZE VALUE OF ASSETS
o Enhance fiber growth
o Merchandise logs to highest margin end-use
market
o Practice proactive environmental stewardship
o Capture land sales
and exchange opportunities
MERCHANDISE LOGS TO HIGHEST END-USE MARKET
Timber-focus optimizes delivery of right log to right customer
[Bar Graph]
Log Values by Grade
Change
Pulplog X
Sawlog 3-5X
High
Quality 10+X
Hardwood
PROACTIVE ENVIRONMENTAL STEWARDSHIP
o Environmental practices meet or exceed Sustainable
Forestry
Initiative (TM)
o Completed Habitat Conservation Plans
protect
two-thirds of land from further regulation
o Strategic
relationships developed with
environmental organizations
LAND SALES AND EXCHANGES
Significant Land Value
[Bar graph]
Real Estate Sales
($ in MM)
1995 | $4 |
1996 | $42 |
1997 | $18 |
1998 | $33 |
1999 | $24 |
Current Estimated Value of Real Estate Lands* | $292 |
o Over 150,000 acres identified (5% of total acreage) for real estate
uses
o All lands have potential monetary value beyond timber
*MSDW Research estimates.
THE TIMBER COMPANY MERGER
THE TIMBER COMPANY
[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 Georgia-Pacific
Corp.
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
$1.7 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
$4.5 billion in equity market capitalization
Acquisition growth record
*Based on closing prices on 11/17/00
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]
MERGER TERMS
Transaction: Spin-merger
of The Timber Company into Plum
Creek
Consideration: 1.37
fixed exchange ratio
Enterprise
Value*: Approximately $3.4
billion
Equity
Value*: Approximately
$2.7 billion
Board of
Directors: Existing Plum Creek
directors plus three new
Expected Closing Date: First
quarter 2001
*Based on PCL closing price on 11/17/00
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):
>$1,000
o Based on Plum Creek management estimates for comparable transactions
FAVORABLE MARKET POSITION
New Plum Creek will be one of the largest forest product companies and REITs in terms of market capitalization:
Top 5 US Forest Companies |
Top 5 REITs (a) |
||
Company |
Market Cap($bn) |
Company |
Market Cap($bn ) |
1. International Paper |
16.1 |
1. Equity Office Properties |
10.5 |
2. Georgia-Pacific/Ft. James |
11.4 |
2. Equity Residential |
7.0 |
3. Weyerhaeuser |
8.9 |
3. Simon Property Group |
5.4 |
4. Williamette |
5.1 |
4. Plum Creek |
4.5 |
5. Plum Creek |
4.5 |
5. Spieker Properties |
4.0 |
Note: Stock prices as of 11/17/00.
(a) Market capitalization for REITs
include implied equity value of operating partnerships
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
o Immediately
accretive to cash flow and
Financial 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
Synergies operating
improvements
o Benefits
from new G-P fiber-supply
agreement
o Estimated
$4.5 billion market
cap
Improved o Top
five market capitalization - forest
Stock product
companies and
REITs
o Increased
institutional shareholder
base
o "Must
have" timber investment
SUMMARY
INVESTMENT CASE
o Large, valuable, diverse timber holdings
o Focused growth
strategies
o REIT structure
- Single layer, capital gains rate
taxation
- Difficult to duplicate
o Outstanding track
record
[Plum Creek LOGO]
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