SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JUNE 12, 2001
GEORGIA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in Charter)
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GEORGIA 1-3506 93-0432081
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
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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)
Item 5. Other Events.
On June 12, 2001, Georgia-Pacific Corporation
("Georgia-Pacific") and Plum Creek Timber Company ("Plum Creek") announced
that Plum Creek, 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 collectively
"Spincos"), had entered into Amendment No. 1 to the Agreement and Plan of
Merger, dated as of June 12, 2001 (the "Merger Agreement Amendment"), which
amends the Agreement and Plan of Merger, dated as of July 18, 2000 (as
amended, the "Merger Agreement"), pursuant to which each of the Spincos will
merge with and into Plum Creek, with Plum Creek as the surviving corporation
(the "Mergers"). Holders of Georgia-Pacific Corporation-Timber Company Common
Stock, par value $0.80 per share ("Timber Stock"), will continue to receive
1.37 shares of Plum Creek common stock, par value $.01 per share ("Plum Creek
Common Stock"), for each share of Timber Stock.
The Mergers are subject, among other things, to approval by
the stockholders of Plum Creek and the holders of the outstanding shares of
Timber Stock, and to the receipt by each of Plum Creek and Georgia-Pacific of
an opinion from its respective tax counsel that the redemption of Timber
Stock, followed by the consummation of the Mergers, will be tax free to
Georgia-Pacific and the holders of Timber Stock. It is also a condition to
each of Plum Creek's and Georgia-Pacific's obligation to consummate the
Mergers that an insurance policy be in place providing $500 million of
insurance against the risk that Georgia-Pacific would be subject to tax on
the redemption of Timber Stock. The transaction is also subject to the
satisfaction of customary closing conditions.
In connection with the execution of the Merger Agreement
Amendment, Plum Creek, Georgia-Pacific, PC Advisory Partners I L.P. and PC
Intermediate Holdings, L.P. (together, the "Securityholders") and the
individuals listed on the signature pages thereto (such individuals referred
to as the "Principals") have entered into Amendment No. 1 to the Voting
Agreement and Consent, dated as of June 12, 2001 (the "Voting Agreement
Amendment"), which amends the Voting Agreement and Consent, dated as of July
18, 2000 (as amended, the "Voting Agreement"). The Securityholders
collectively own 16,498,709 shares of Plum Creek Common Stock and 634,566
shares of Plum Creek special voting stock, par value $.01 per share (the
"Plum Creek Special Voting Common Stock"), 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). Pursuant to the Voting Agreement and subject to the
terms and conditions contained therein, (i) the Securityholders have agreed
to vote to approve the Merger Agreement, the Mergers and the transactions
contemplated thereby, (ii) the Securityholders have agreed to convert each
share of Plum Creek Special Voting Common Stock into one share of Plum Creek
Common Stock immediately prior to the Mergers and (iii) the Securityholders
and the Principals have agreed to waive, simultaneously with the consummation
of the Mergers, their rights to designate any nominees to the board of
directors of Plum Creek.
The Merger Agreement Amendment, the Voting Agreement
Amendment 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 Amendment No. 1 to Agreement and Plan of Merger, dated as of
June 12, 2001, 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 Amendment No. 1 to Voting Agreement and Consent dated as of June
12, 2001, by and among Plum Creek Timber Company, Inc., a
Delaware corporation, Georgia-Pacific Corporation, a Georgia
corporation and each of signatories thereto.
99.1 Joint Press Release, dated June 12, 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: June 13, 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
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2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as of
June 12, 2001, 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 Amendment No. 1 to Voting Agreement and Consent dated as of
July 12, 2001, by and among Plum Creek Timber Company, Inc., a
Delaware corporation, Georgia-Pacific Corporation, a Georgia
corporation and each of the signatories thereto.
99.1 Joint Press Release, dated June 12, 2001.