SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 5, 2001
GEORGIA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Georgia 1-3506 93-0432081
(State or Other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification No.)
of Incorporation)
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133 Peachtree Street, N.E., Atlanta, Georgia 30303
(Address of Principal Executive Offices) (Zip Code)
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(404) 652-4000
(Registrant's Telephone Number, Including Area Code)
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Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On October 5, 2001, effective as of the close of trading on
the New York Stock Exchange, Georgia-Pacific Corporation, a Georgia corporation
("Georgia-Pacific"), redeemed all of the outstanding shares of Georgia-Pacific
Corporation-Timber Company Common Stock, par value $0.80 per share ("Timber
Common Stock"), in exchange for the common stock of six former subsidiaries of
Georgia-Pacific (collectively, the "Spincos"), which collectively held all of
the assets and liabilities attributed to Georgia-Pacific's timber and
timberlands business ("The Timber Company"), by issuing one unit (a "Unit"),
consisting of one share of common stock of each Spinco, for each share of Timber
Common Stock outstanding.
On October 6, 2001, each of the Spincos merged (the "Mergers")
with and into Plum Creek Timber Company, Inc., a Delaware corporation ("Plum
Creek"), with Plum Creek as the surviving corporation. Pursuant to the terms of
the Agreement and Plan of Merger, dated as of July 18, 2000, as amended by
Amendment No.1 to Agreement and Plan of Merger, dated as of June 12, 2001 (as
amended, the "Merger Agreement"), by and among Plum Creek, Georgia-Pacific and
the Spincos, each Unit was converted into the right to receive 1.37 shares of
Plum Creek common stock, par value $.01 per share ("Plum Creek Common Stock").
As of the effective date of the Mergers, the former holders of Timber Common
Stock held approximately 62% of the outstanding shares of Plum Creek Common
Stock on a fully diluted basis. The Merger Agreement was filed as Exhibit 2.1 to
Georgia-Pacific's Form 8-K filed on July 20, 2000, as amended by Exhibit 2.1 to
Georgia-Pacific's Form 8-K filed on June 14, 2001, and is hereby incorporated by
reference. The foregoing description of the Merger Agreement and the
transactions contemplated therein is qualified in its entirety by reference to
such exhibits.
Georgia-Pacific has filed to terminate registration of the
Timber Common Stock with the Securities and Exchange Commission and applied to
de-list the Timber Common Stock from the New York Stock Exchange.
Attached hereto as Exhibit 99.1 is a press release issued by
Georgia-Pacific on October 8, 2001, which press release is hereby incorporated
herein by this reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
99.1 Press release issued by Georgia-Pacific Corporation on October 8, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 9, 2001
GEORGIA-PACIFIC CORPORATION
By: /s/ Kenneth F. Khoury
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Kenneth F. Khoury
Vice President, Deputy
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit
Designation Nature of Exhibit
99.1 Press release issued by Georgia-Pacific Corporation
on October 8, 2001.
Georgia-Pacific and Plum Creek Complete Timberlands Merger
ATLANTA, GA. October 08, 2001 -- The Timber Company (NYSE: TGP) and Plum Creek
Timber Company, Inc. (NYSE: PCL) completed their previously announced merger on
Oct. 6. The Timber Company formerly was a separate operating group of
Georgia-Pacific Corp. (NYSE: GP).
Under terms of the merger, former shareholders of The Timber Company are
entitled to receive 1.37 shares of Plum Creek common stock for each share of The
Timber Company common stock previously held. Details and procedures for
surrendering Timber Company stock certificates in order to receive Plum Creek
shares will be mailed directly to Timber Company shareholders.
"This merger concludes a major strategic initiative by Georgia-Pacific to
unlock the value of our timberlands by focusing on deriving the greatest value
out of each tree we owned," said A.D. "Pete" Correll, chairman and chief
executive officer of Georgia-Pacific.
"We succeeded by operating a company that generated consistent earnings and
outstanding shareholder returns since its formation in late 1997," Correll said.
"We proved there was additional value locked in our forests, and we delivered
that value to our shareholders.
"This successful merger demonstrates further progress in the ongoing
restructuring of our assets toward value-added forest products, and results in
two highly focused, separate companies," he concluded.
Georgia-Pacific is filing to terminate registration of The Timber Company common
stock with the Securities and Exchange Commission and applying to de-list The
Timber Company common stock from the New York Stock Exchange.
Plum Creek, a real estate investment trust, is one of the largest land owners in
the nation, with more than 7.8 million acres in every significant timber-growing
region of the United States and nine wood product mills in the Northwest.
Headquartered at Atlanta, Georgia-Pacific is one of the world's leading
manufacturers and distributors of tissue, pulp, paper, packaging, building
products and related chemicals. With annual sales of approximately $27 billion,
the company employs more than 80,000 people at 600 locations in North America
and Europe. Its familiar consumer tissue brands include Quilted Northern, Angel
Soft, Brawny, Sparkle, Soft 'n Gentle, Mardi Gras, So-Dri, Green Forest and
Vanity Fair, as well as the Dixie brand of disposable cups, plates and cutlery.
Georgia-Pacific's building products distribution segment has long been among the
nation's leading wholesale suppliers of building products to lumber and building
materials dealers and large do-it-yourself warehouse retailers. In addition,
Georgia-Pacific's Unisource Worldwide subsidiary is one of the largest
distributors of packaging systems, printing and imaging papers and maintenance
supplies in North America, and is the sole national distributor of Xerox branded
papers and supplies.
Media Contact: Greg Guest (404)652-4739
Investors: Rich Good (404)652-4720