Filed by Georgia-Pacific Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Plum Creek Timber Company, Inc.
Commission File No. 333-47708
Plum Creek Timber Company, Inc. ("Plum Creek") and Georgia-Pacific
Corporation ("Georgia-Pacific") have filed with the Securities and Exchange
Commission (the "SEC") a preliminary joint proxy statement/prospectus regarding
the proposed business combination transaction referenced in the following
information. In addition, Plum Creek and Georgia-Pacific will prepare and file
with the SEC a definitive joint proxy statement/prospectus and other documents
regarding the proposed transaction. Investors and security holders are urged to
read the definitive joint proxy statement/prospectus, when it becomes available,
because it will contain important information. The definitive joint proxy
statement/prospectus will be sent to shareholders of Plum Creek and Georgia-
Pacific seeking their approval of the proposed transaction. Investors and
security holders may obtain a free copy of the definitive joint proxy
statement/prospectus (when it is available) and other documents filed with the
SEC by Plum Creek and Georgia-Pacific at the SEC's web site at www.sec.gov. The
definitive joint proxy statement/prospectus and other documents filed by
Georgia-Pacific with the SEC may also be obtained for free from Georgia-Pacific
by contacting the Georgia-Pacific Investor Relations Department at Georgia-
Pacific Corporation, 133 Peachtree Street, N.E., Atlanta, Georgia 30303, (404)
652-4000.
Certain statements contained in this filing, including without limitation,
plans for future transformation and divestitures, are forward-looking statements
(as such term is defined under the Private Securities Litigation Reform Act of
1995) based on current expectations. The accuracy of such statements is subject
to a number of risks, uncertainties and assumptions including, but not limited
to, Georgia-Pacific's ability to execute its divestiture and acquisition
strategies, regulatory constraints, the failure of shareholders to approve the
transaction, and other factors listed in the SEC's filings of Georgia-Pacific,
including Georgia-Pacific's Annual Report on Form 10-K for the year ended
January 1, 2000, Georgia-Pacific's Quarterly Reports on Form 10-Q for the
quarters ended April 1, 2000 and July 1, 2000, Georgia-Pacific's Current Reports
on Form 8-K dated July 18, 2000 and October 19, 2000, and Georgia-Pacific's six
Form 425 Prospectuses dated July 19, 2000 through September 11, 2000, and other
factors listed in SEC filings of Plum Creek.
SET FORTH BELOW ARE PORTIONS OF: (1) A TRANSCRIPT OF A PRESENTATION BY
A.D. CORRELL, CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT OF GEORGIA-PACIFIC
CORPORATION, TO ANALYSTS AND (2) A QUESTION AND ANSWER SESSION WITH SUCH
ANALYSTS ON OCTOBER 18, 2000 IN CONNECTION WITH THE RELEASE OF GEORGIA-PACIFIC
GROUP'S AND THE TIMBER COMPANY'S THIRD QUARTER 2000 EARNINGS:
A.D. Correll Just as I started the group part of this call with the status of
the pending acquisition of Fort James, let me give you a brief
update on where we stand with The Timber Company's merger with
Plum Creek before turning it over to Don.
On August 31st, the private letter ruling request with the IRS
was submitted. So right now it's in their hands. In the meantime,
we haven't stood still. The preliminary proxy statement was filed
a week ago with the SEC and Don and his entire team continue to
work with Plum Creek to ensure a smooth integration and
transition. We're on track with our original schedule and we
remain optimistic that this transaction will close sometime in
the first quarter of the year 2001.
So I'll turn it over to Don to discuss the quarter's results and
the outlook for the rest of the year, but there's really nothing
more I can tell you about the status other than we've submitted
the ruling request.
QUESTION AND ANSWER PORTION:
Bill Reed: One follow on question, you were favorably inclined in terms of
your efforts as far as tax rulings with The Timber Company sale.
Can you give us any update; do you still feel the same way on the
ability to get the tax rulings you need?
Correll: Let me just defer that question until we segue into The Timber
Company and I'll answer it.
Mark Wilde: I wondered if you could talk about two things real quickly. One
is just kind of walk us through the downtime and the different
paper segments in the fourth quarter. And then secondly, Pete, it
looks like we're in a pretty tough macro environment here and I
wonder if the kind of tough conditions in some of these markets
has led you to kind of rethink the kind of businesses that you
might stay in versus businesses you might exit as we look at kind
of GP going forward?
Correll: We're committed to exit the businesses we're committed to. By
that I mean we're trying to sell a tissue business, we're trying
to sell three great big market pulp mills and we're trying to
sell our chemical business, and we've got active options
underway. We're further committed to getting our debt down to its
target level by early 2003. So I guess the answer is, we're going
to do whatever the hell it takes to get our debt down to where it
needs to be, but we're encouraged by the interest level and the
indications of value so far in these options. And so I really
don't know how to answer your question other then we're going to
get this company positioned the way we want it and this debt the
way we want it on the schedule we told you and nothing sacred
except some of the businesses that are going to be here
regardless, obviously tissue.
Wilde: I guess the answer really is, kind of, there aren't a lot of
things that are sacred at this point.
Correll: There aren't a lot of things that are sacred or they're, you
know, some of our businesses you know are sacred -
containerboard, tissue, etc., Unisource.
Danny Huff,
Executive Vice President and
Chief Financial Officer of
Georgia-Pacific Corporation:
We're committed to what we've told you and we've got a lot of
work going on internally still, and we will continually have work
going on, continually evaluating the businesses and our ability
in those businesses and that's going on as we speak.
Correll: And quite frankly, Mark, so much is going on around here, we
can't do anymore. I mean, trying to buy Fort James, sell The
Timber Company to Plum Creek and sell three big divestitures is
about all we can handle.
2
Matt Berler: The note receivable, just remind us, are you planning to monetize
that now after the merger's consummated? And separately, can you
also remind us roughly how much of your land you have earmarked
as available for tactical land sales? And whether you want to
give us an acreage number or a dollar number, either one would be
helpful. And am I right in assuming that when you sell these
lands, you're probably booking a significant book profit, but
because of the tax code, if you apply those proceeds to buying
other lands, that essentially defers the tax until if in some
future point of time you sell those newly acquired properties?
Donald L. Glass,
Executive Vice President - Timber
of Georgia-Pacific Corporation:
Absolutely right. Let me take those one at a time. First of all,
the note receivable is intended to be monetized in the fourth
quarter.
In terms of our tactical land sales plan, earlier this year the
last total we had was around 160,000 acres we had identified in
that plan and we constantly add to that as we find new acres.
Actually, our total now, even with the sales we had planned for
this year, is still in the 150-160,000 acre range. And our plan
is to constantly reevaluate our acreage and as we see sprawl and
other things change the value of those properties, we'll continue
to look for opportunities to do that.
We used the 1031 tax-free exchange on these transactions, both on
the buy and sell side. And you're right, we do actually just
transfer the book value from the sale properties. So it is in
fact a very positive, good way to acquire higher quality timber
land.
David Cohen: Regarding the merger with Plum Creek, you've given an update on
the IRS ruling. Wondered if you could give an update on the
Section 13.74 rules and whether or not there have been any
indications of the IRS altering those rules.
Glass: David, I do not have any further information on that available to
me at the moment. So I really can't give you an answer on that
one.
Richard Good,
Director of Investor Relations
of Georgia-Pacific Corporation:
Thank you, all, and have a good day.
3