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): July 18, 2000
GEORGIA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in Charter)
Georgia 1-3506 93-0432081
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
133 Peachtree Street, N.E., Atlanta, Georgia 30303
(Address of Principal Executive Offices) (Zip Code)
(404) 652-4000
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On July 18, 2000, Georgia-Pacific Corporation ("Georgia-Pacific") and
Plum Creek Timber Company, Inc. ("Plum Creek") announced that Plum Creek and
Georgia-Pacific and North American Timber Corp., NPI Timber, Inc., GNN Timber,
Inc., LRFP Timber, Inc., and NPC Timber, Inc., each a wholly owned subsidiary of
Georgia-Pacific (each a "Spinco" and together "The Timber Company"), had entered
into an Agreement and Plan of Merger, dated as of July 18, 2000 (the "Merger
Agreement") pursuant to which (i) immediately prior to the mergers referred to
in clause (ii) Georgia-Pacific will redeem all of the outstanding shares of
Georgia-Pacific Corporation-Timber Company Common Stock, par value $0.80 per
share ("Timber Stock") in exchange for all of the outstanding shares of each of
the Spincos by delivery of one unit (a "Unit"), consisting of one share of
common stock of each Spinco, for each share of Timber Stock then outstanding and
(ii) each of the Spincos will merge with and into Plum Creek, with Plum Creek as
the surviving corporation (the "Merger"). In connection with the Merger, each
Unit will be exchanged for 1.37 shares of Plum Creek common stock, par value
$.01 per share ("Plum Creek Common Stock").
The Merger is subject, among other things, to approval by the
shareholders of Plum Creek and the holders of the outstanding shares of Timber
Stock, and receipt of a ruling from the Internal Revenue Service that the
transaction is tax-free to Georgia-Pacific and Plum Creek, and to the
shareholders of Timber Stock. The transaction is also subject to receipt of
applicable governmental approvals and the satisfaction of other customary
closing conditions.
PC Advisory Partners I, L.P. and PC Intermediate Holdings, L.P.
(together, the "Securityholders"), which own 164,987 and 16,333,722 shares of
Plum Creek Common Stock, respectively, and 6,346 and 628,220 shares of Plum
Creek special voting common stock, par value $.01 per share (the "Plum Creek
Special Voting Common Stock"), respectively, representing, in the aggregate,
approximately 24.99% of the outstanding Plum Creek Common Stock (assuming each
share of Plum Creek Special Voting Common Stock is converted into
Plum Creek Common Stock), have agreed, pursuant to a Voting Agreement and
Consent dated as of July 18, 2000 by and among Plum Creek, Georgia-Pacific and
the Securityholders (the "Voting Agreement"), to vote to approve the Merger, the
Merger Agreement and the transactions contemplated thereby.
The Merger Agreement, the Voting Agreement and the joint press release
are incorporated by reference into this Item 5, and the foregoing description of
such documents and the transactions contemplated therein are qualified in their
entirety by reference to such exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of July 18, 2000, by and among
Plum Creek Timber Company, Inc., a Delaware corporation, Georgia-
Pacific Corporation, a Georgia corporation and North American Timber
Corp., NPI Timber, Inc., GNN Timber, Inc., LRFP Timber, Inc., and NPC
Timber, Inc., each a Delaware corporation and a wholly owned
subsidiary of Georgia-Pacific Corporation.
9.1 Voting Agreement and Consent dated as of July 18, 2000, by and among
Plum Creek Timber Company, Inc., a Delaware corporation, Georgia-
Pacific Corporation, a Georgia corporation and each of the
securityholders party thereto.
99.1 Joint Press Release, dated July 18, 2000.
SIGNATURE
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: July 20, 2000
GEORGIA-PACIFIC CORPORATION
By: /s/ Kenneth F. Khoury
--------------------------------------
Name: Kenneth F. Khoury
Title: Vice President and Deputy
General Counsel
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
2.1 Agreement and Plan of Merger, dated as of July 18, 2000, by and
among Plum Creek Timber Company, Inc., a Delaware corporation,
Georgia-Pacific Corporation, a Georgia corporation and North
American Timber Corp., NPI Timber, Inc., GNN Timber, Inc., LRFP
Timber, Inc., and NPC Timber, Inc., each a Delaware corporation
and a wholly owned subsidiary of Georgia-Pacific Corporation.
9.1 Voting Agreement and Consent dated as of July 18, 2000, by and
among Plum Creek Timber Company, Inc., a Delaware corporation,
Georgia-Pacific Corporation, a Georgia corporation and each of
the securityholders party thereto.
99.1 Joint Press Release, dated July 18, 2000.