November 29, 2005
By Facsimile ((212) -) and U.S. Mail
Creighton O`M. Condon, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
Re: Georgia-Pacific Corporation
Schedules 14D-9C filed November 14 and 15, 2005
Schedule 14D-9 filed November 17, 2005
Schedule 14D-9/A filed November 25, 2005
File No. 005-30246
Dear Mr. Condon:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedule 14D-9C filed November 14, 2005
Forward-Looking Statements
1. We note in the joint press release dated November 13 that you
refer to the definition of forward-looking statements included in
the
Private Securities Litigation Reform Act of 1995. Note that the
safe
harbor protections for forward-looking statements contained in the
federal securities laws do not apply to statements made in
connection
with a tender offer. See Section 21E(b)(2)(C) of the Securities
Exchange Act of 1934 and Regulation M-A telephone interpretation
M.2
available at www.sec.gov in the July 2001 Supplement to the
Division
of Corporation Finance`s Manual of Publicly Available Telephone
Interpretations. Please confirm that you will avoid making
reference
to that Act in all future communications in connection with the
tender offer.
2. We note the disclaimer that you do not undertake any obligation
to
update any forward-looking statements to reflect any changes in
events, new information or otherwise. This disclaimer is
inconsistent with the requirements of General Instruction D of
Schedule 14D-9 and your obligations under Rule 14d-9(c) to amend
the
Schedule to reflect a material change in the information
previously
disclosed. Please confirm that the company will avoid using this
statement in all future communications.
Schedule 14D-9
The Solicitation or Recommendation - Background, page 5
3. Please disclose why your board rejected the indication of
interest
received in May 2005 from a private equity firm.
4. Expand to clarify the authority granted to, and the purpose of,
the special committee in connection with the negotiation of the
transaction. In this regard, we note from page 8 that the
committee
"was charged with overseeing" discussions between representatives
of
the parties.
The Solicitation or Recommendation - Opinion of Financial Advisor,
page 13
5. Please provide us a copy of Goldman Sachs` report to your board
of
directors supplementally.
6. With respect to the financial analyses conducted by Goldman
Sachs
and described in this statement, please disclose the data
underlying
each analysis` results. Disclose, for example, the type of
financial
information used in the Selected Companies Analysis, the data
underlying the enterprise values in the same analysis, the data
underlying the values derived in the Selected Transactions
Analysis,
and the transactions used in the Additional Premium Analysis.
7. Please explain why Goldman Sachs used the EBITDA multiples of
6x
and 7x in conducting the Discounted Cash Flow Analysis.
8. Please quantify the compensation paid to Goldman Sachs by the
company, the bidders and their respective affiliates during the
past
two years. Refer to Item 1011(b) of Regulation M-A.
Persons/Assets Retained, page 18
9. Please quantify the fees to be paid to Goldman Sachs, both if
the
transaction is completed and if it is terminated.
Interest in Securities of the Subject Company, page 19
10. Please tell us why you need to qualify your disclosure "to the
knowledge" of the company. What prevents you from knowing and
disclosing this information? Please explain or delete the
qualifier.
Closing Information
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265. You
may
also contact me via facsimile at (202) 772-9203. Please send all
correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Daniel F. Duchovny
Attorney-Advisor
Office of Mergers & Acquisitions
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Creighton O'M. Condon, Esq.
Shearman & Sterling LLP
November 29, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE