-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BCES9whUfAlwqWkLV+PX4KtI2Z/dsF8xIIl8C/Ct9GPj3uTCceKrGlwNdOTj6RPo CJT/3NKyOrIYYFfUdApQjw== 0000940180-99-000680.txt : 20020715 0000940180-99-000680.hdr.sgml : 19990610 ACCESSION NUMBER: 0000940180-99-000680 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990609 GROUP MEMBERS: ATLANTA ACQUISITION CORP. GROUP MEMBERS: GEORGIA PACIFIC CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNISOURCE WORLDWIDE INC CENTRAL INDEX KEY: 0001027282 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 135369500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51073 FILM NUMBER: 99643311 BUSINESS ADDRESS: STREET 1: 1100 CASSATT ROAD CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: 6102964470 MAIL ADDRESS: STREET 1: P O BOX 3000-0935 CITY: BERWYN STATE: PA ZIP: 19312 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA PACIFIC CORP CENTRAL INDEX KEY: 0000041077 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 930432081 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 133 PEACHTREE ST NE STREET 2: 41ST FL CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045214000 MAIL ADDRESS: STREET 1: 133 PEACHTREE ST NE STREET 2: 41ST FL CITY: ATLANTA STATE: GA ZIP: 30303 SC 14D1/A 1 AMENDMENT NO. 2 TO SCHEDULE 14D-1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 Amendment No. 2 ---------------- UNISOURCE WORLDWIDE, INC. (Name of Subject Company) ATLANTA ACQUISITION CORP. GEORGIA-PACIFIC CORPORATION (Bidders) Common Stock, Par Value $.001 Per Share (Title of Class of Securities) 909208 10 0 (CUSIP Number of Class of Securities) ---------------- James F. Kelley, Esq. Senior Vice President Law and General Counsel Georgia-Pacific Corporation 133 Peachtree, N.E. Atlanta, GA 30303 (404) 652-4000 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidders) With Copies to: Creighton O'M. Condon, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 (212) 848-4000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on May 28, 1999 (the "Schedule 14D-1") relating to an offer by Atlanta Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Georgia- Pacific Corporation, a Georgia corporation ("Parent"), to purchase all outstanding shares of common stock, par value $.001 per share (the "Shares"), of Unisource Worldwide, Inc., a Delaware corporation (the "Company"), at a price of $12.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase, dated May 28, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), copies of which were attached as exhibits to the Schedule 14D-1. Item 11. Materials to be Filed as Exhibits. Item 11 is hereby amended and supplemented by the addition of the following exhibit thereto: Exhibit (a)(11) Letter of National City Bank to Participants of the Company Dividend Reinvestment and Share Purchase Plan. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 9, 1999 ATLANTA ACQUISITION CORP. BY: /s/ James F. Kelley ---------------------------------- Name: James F. Kelley Title: Vice President and Secretary 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 9, 1999 GEORGIA-PACIFIC CORPORATION BY: /s/ James F. Kelley ---------------------------------- Name: James F. Kelley Title: Senior Vice President Law and General Counsel 4 EX-99.(A)(11) 2 LETTER TO PARTICIPANTS EXHIBIT (a)(11) TO PARTICIPANTS OF THE UNISOURCE WORLDWIDE, INC. DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN: National City Bank ("NCB") serves as Administrator and Participant Agent for the Unisource Worldwide, Inc. Dividend Reinvestment and Share Purchase Plan (the "Plan"). As a holder of shares of Unisource Worldwide, Inc. common stock, par value $.001 per share (the "Shares"), you have previously received an Offer to Purchase, dated May 28, 1999 (the "Offer to Purchase"), the related blue Letter of Transmittal and associated tender offer materials in connection with the offer (the "Offer") by Atlanta Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Georgia-Pacific Corporation, a Georgia corporation, to purchase all outstanding Shares at a price per Share of $12.00, net to the seller in cash, without interest. Any Shares held by NCB on your behalf in the Plan may be tendered by NCB pursuant to your instruction. The Offer is scheduled to expire at 12:00 Midnight, New York City time, on June 25, 1999, unless the Offer is extended. To instruct NCB to tender Shares held in your Plan account, including any Shares purchased for you with the June 10, 1999 dividend, and to deliver those Shares to the Depositary for the Offer (First Chicago Trust Company of New York), please complete this form and return it to NCB in the envelope provided prior to June 23, 1999 so that NCB can properly tender such Shares prior to the June 25, 1999 expiration date. Please do not send any physical stock certificates to NCB. Any physical stock certificates you hold and wish to be tendered should be sent directly to the aforementioned Depositary with the blue Letter of Transmittal previously sent to you. Even if you already signed and returned the Letter of Transmittal, you must complete this form and return it to NCB as this form will serve as confirmation of your tender of your Shares held in the Plan and as authorization for NCB to deliver those Shares to the Depositary. If you have any questions with regard to your Dividend Reinvestment Plan account, please call NCB's reinvestment service staff at 1-800-622-6757. If you have not received the Offer to Purchase, the blue Letter of Transmittal or associated tender offer materials, please call D. F. King & Co., Inc. at 1-800-488-8095. Shareholder Name and Address [ ] Please tender all shares held in my Plan account, including any shares purchased on my behalf with the June 10, 1999 dividend. [ ] Please tender only_____________ shares held in my Plan account. [ ] Do not tender any shares held in my Plan account. ______________________________ Date: ______________________________ Signature(s): ______________________________ (Joint Owner Signature): (If you are signing in a representative capacity, please state that capacity and provide supporting documentation.) -----END PRIVACY-ENHANCED MESSAGE-----