Document 44O9nbBB2nMva2eJ7N4O6yVXx

; Disclosure Making Information Matter'- Antoaioaniv PLAINTIFF'S EXHIBIT GP-2251C GEORGIA PACIFIC CORP Filing Type: 8-K Description: N/A Filing Date: 06/12/01 Ticker: GP Cusip: 373298 State: GA Country: US Primary SIC: 2435 Primary Exchange: NYS Billing Cross Reference: Date Printed: 07/13/2001 This document produced using Global Access h(tp://www.disclosure.com/dga OLUKCJIA PACIPIC L UUP - S-K Table of Contents Created by Disclosure Piling Date: 06/12/01 Filing Sections To jump to section, click on hypertextedpage number Document.....................................................................................................................................................................1_ Base..............................................................................................................................................................................1_ Cover Page................................................................................................................................................................... Other Events................................................................................................................................................................ 2 Financial Statements. Exhibits...................................................................................................................................... 2 List of Exhibits............................................................................................................................................................ 2 Signatures.................................................................................................................................................................... 3 Exhibits Exhibits........................................................................................................................................................................ 3 Exhibit Index...............................................................................................................................................................3 Acquisition Reorganization Plan.................................................................................................................................3 Voting Trust Agreement............................................................................................................................................H) Additional Exhibits...................................................... 14 This document produced using Global Access http://www.disclosure.com/dga GEORGIA PACIFIC CORP - R-K Filing Dale: 06/14/01 SECURITIES AMD EXCHANGE COMMISSION WASHINGTON, O.C. 20549 NORM a-E CURRENT REPORT PURSUANT TO SECTION 13 OP. 15(d) OF THE SECURITIES EXCHANGE ACT OF 1931 Dace of Reoort (Dace of earliest event reported:: DUNE 11 2001 GEORGIA-PACIFIC CORPORATION (Exact Name of Registrant as Specified in Charter GEORGIA (State or Other Jurisdiction of Incorporation; 1-3506 (Commission File Number) ?. '432C31 I.?. . Employer Idenrirication 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) Disclosure Page 1 GEORGIA FAUF/C LORE - R-K Filing Daw: 06/14/01 Item 5. Other Events. On June 12, 2001, Georgia-Pacific Corporation ("Georgia - t-aci fic" ) and Plum Creek Timber Company ("Plum Creek" t H ci t Pi d es p O eorgia-Pacific and North American Timber Pare Ir.c., GNN "inuser, Ir.c., LP.FP Timber, Inc., and NPC Timber, Inc. 'wholly ov;r;ed suc.si ciary of Georgia-Pacific (each a "Spinco" arc cr-ic ir^o ** cm'a ns \ n _ -- ^ ^ --.o>_ ~ ort*-- ^ - a f June 12, 2 101 ..the "Merger Agreement Amen arc- amends nre -ci r.t and Plan of Merger, dated as of July 13, _ amended, tr,e "Merger Agreement"), pursuant to which each of the merge with, ar.a into Plum Creek, with Plum Creek as tne surviver.: (the "Mergers"). Holders cf Georgia-Pacific Corporation-Timber ) Stock, par value SO. 30 per share ("Timber Stock"), will ccntcrm 1.37 shares of Plum Creek common stock, par value $.01 per sham Common Stock"), for each share of Timber Stock. announced :i?I Timber, : ofivel" .t , wmen fi S bir.cos will c:rpora tion r.c any Common :: receive "Plum Creek The Mergers are subject, among other things, t: approval by the stockholders cf Plum Creek and the holders cf the outstancici shares of Timber Stock, - :d to the receipt by each of Plum Creek and Georgia-Pacific of an opinion fro: its respective tax counsel that the redemption of Timber Stock, foliowee by the consummation of the Mergers, will be tax free to Georgia-Pacifi - and the holders of Timber Stock. It is also a condition to each of Plum C: .ek's and Georgia-Pacific's obligation to consummate the Mergers that a: 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 ar.d 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 appr me 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 cf Plum Creek Common Stock immediately prior to the Mergers and (iii) the Securityholders and the Principals have agreed to waive, simultaneously with me consummation of the Mergers, t.neir rights to designate any nominees to the beard cf directors of Plum Creek. The Merger Agreemen Amendment and the joint press release Item 5, and the foregoing description contemplated therein are qualified in exhibits. Amendment, the Voting are incorporated by re of such documents and their entirety by refe re enc (ment :e into this ansactions to such Disclosure Page 2 OLORD!A I'ACIDIC CORF - X-K Filing Daie: t)6* 1401 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Disclosure Page 3 ULUKUIA t'ALtNL LUHl' {c) Exhibits: filing Dale. u(i>J4,-ui Disclosure Pase 4 CjEORGIA FACII-It CORF - fi-K I-Ring Dale. (It), / 4,0/ 2.1 0.1 99.1 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 Core., DPI Timber, Inc., CNN Timber, Inc., LRFP Timber, Inc., and NPC Tinner, Inc., each a Delaware corporation and a -wholly owned sucsiaiary of Georgia-Pacific Corporation. 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 Corporate::'., a Georgia corporation and each of signatories thereto. Joint Press Release, dated June 12, 2001. Disclosure Page 5 GEORGIA EaCIFIC CORE - R-K Filing Dale: 06/14/01 SIGNATURES Pursuant :c the requirements of the Securities Exchange Act of 1534, the Registrant has -July caused this report to ce signed on its behalf by the undersigned hereunto duly authorized. Date: June 12, 2111 GEORGIA-PACIFIC CORPORATION By: Is/ Kenneth F. Khoury Kenneth F. Khcury Vice President, Deputy General liur.sel and Secretary Disclosure Pate 6 GLUlidlA PAULK. CURL - S-K EXHIBIT INDEX Piling Dale. 06/14/01 Ul t 'l XHIEIT ESIC-NATICtl NATJP.E OF EXHIBIT 2. 9.1 99.1 rS7.(r.7.rZ.??.=7.~l N'C . 1 tIC HC10? IT:1-- 7: Z iHCl p 1 3 H of M~If33r , rated as of Jure 12, 21CI, by and among Plum Creek Timcer I : r, Inc., a Delaware corporation, Georgia-Pacific Corpcratr :n, a Georgia corporation and North American Timber Corp., NF.I Timber, Inc. , GHN Timber, Inc. , LP.FP Timber, Inc., and NPC 7r:tier, Inc., each a Delaware corporation and a wholly owned ;subsidiary of Georgia-Pacific Corporation. br.endment No. 1 to Voting Agreement and Consent dated as of July 12, 2001, by and among Plum Creek Timber I:rmpany, Inc., Delaware corporation, Georgia-Pacific Corpcratr: r, a Georgia corporation and each, of the signatories therett. a loint Press Release, dated June 12, 2001. Disclosure Page 7 GEORGIA I'ACIHC CORR - S-K AMENDMENT HO. 1 TO AGREEMENT AND PLAN OF MERGER l-iltng Date: <JG 14/01 Disclosure Page >1 (uLUKUIA I'ALIIIL UJK!J - W-A luting Unln: UO 14 til This Amendment No. 1 to Agreement and Plan of Merger (this "Amendment No. i"), dated as of June 12, 2001, is made by and among Plum Creek Timber Company, Inc., a Delaware corporation ("Plum Creek"), Georgia-Pacific Corporation, a Georgia corporation ("G-P"), and North American Timber Corp., NPI Timber, Inc., GNN Timber, Inc., GPW Timber, Inc., LRFP Timber, Ir.c., and NPC Timber, Inc., each a Delaware corporation and wholly-owned subsidiary of G-P (each a "5pin.cc" and, collectively, toe "Spintos"). Capitalized terms ised but net defined herein shall nave the meanings ascribed to suer, terms in the Merger Agreement. WHEREAS, Plum Creek, G-P and each of the Spir.cos are parties to the Agreement and Plan of Merger, dated as of July 13, 2000 ithe "Mercer Agreement";. WHEREAS, Plum Creek, G-P and each of the Spincos Merger Agreement on the terms provided herein. ire t~ amend the WHEREAS, each of the Board of Directors of Plum Creek, S--P and each of the Spincos has approved and declared advisable this Amendment Nr. 1 and the transactions contemplated hereby. WHEREAS, in connection with the execution of this Amer.dm and certain individuals have entered into Amendment No. 1 to Voti and Consent with Plum Creek aid G-P, dated as of the date hereof. Mo. 1, SPO Agreement NOW THEREFORE, in consideration of the premises and otner good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. AMENDMENT TO THE SEVENTH RECITAL OF THE MERGER AGREEMENT. The seventh recital of the Merger Agreement is hereby amended to insert the words " as amended by Amendment No. 1 to Voting Agreement and Consent, dated as of June 12, 2001" after the word "hereof" in the third line thereto. 2. AMENDMENT TO SECTION 1.01 OF THE MERGER AGREEMENT. Section 1.01 of the Merger Agreement is hereby amended to: (a) insert the following defined terms to read as follows in their entirety: "G-P Tax Matters Officers' Certificate" shall mean the G-P Tax Matters Officers' Certificate substantially in the form attached hereto as Exhibit I. "Insurance Binder" shall mean one or more binders of ms ranee; issued by one or more insurance carriers reasonably acceptable to G-P ana Plum Creek, binding such insurance carriers unconditionally, except as respec s non-payment of premium, to issue one or more insurance policies (i) providing a minimum of $500 million of tax opinion guarantee insurance coverage reasonably acceptable to G-P and ait (ii) containing terms and conditions customary to such insurance. "Plum Creek Tax Matters Officers' Certificate" shall meat, the Plum Creek Tax Matters Officers' Certificate substantially in the form attached hereto as Exhibit J. (b) delete the defined term "Fort Bragg Note" in its entirety; :e*ete tr.e oermea term: Its entirety; Disclosure Page 9 ULUKUiA lJAUI IL L UK!' - l-k ruing Lhue: no, i-iau (d) amend and restate the defined term "Tax Matters Agreement" to read as follows in its entirety: "Tax Matters Agreement" shall mean the agreement substantially in the form attached to this Agreement as Exhibit C; and amend the Defined term "Timber Group unable Plum Creek rc continue to qual; : the Code and" after one word "r.ecess her Agreements" to if i r'f a i EStdtS " ~r.e second 3. AMENDMENT TO SECTION 2.01 fa) OF THE MERGER AGREEMENT. Section 2.01 (a; of the Merger Agreement is hereby amended to insert One w:rds ", as amended and restated on June 12, 2001" after the word "hereof" in the fourth line thereto. 5. AMENDMENT TO SECTION 4.24 OF THE MERGER AGREEMENT. Section 4.24 of the Merger Agreement is hereby amended and restated to read as fellows in its entirety: Section 4.24 REDEMPTION. Upon completion of the Redemption, the Spincos col.actively will hold all of the assets and have assumed all of the liabilities (wit ther accrued, absolute, contingent or otherwise; attributed to the Timber Grcu: . As of June 2, 2001, "he aggregate outstanding indebtedness attributed to tee Timber Group was $63o.4 million. Between June 1, 2001 and the date of Amendment No. 1, G-P and its Subsidiaries have incurred r.c indebtedness for borrowed money attributable to the Timber Group other than borrowings in the ordinary course of business. 5. AMENDMENT TO SECTION 4.29 OF THE MERGER AGREEMENT. Section 4.29 of the Merger Agreement is hereby deleted in its entirety. 6. AMENDMENT TO ARTICLE VI OF THE MERGER AGREEMENT. Article VI of the Merger Agreement is hereby amended to insert Section 6.21 to read as follows in its entirety: Section 6.21 INSURANCE BINDER. G-P agrees cc use commercially reasonable efforts to obtain prior to the Closing Date the Insurance Binder. One or more Spincos shall be responsible for all obligations relating to any premiums or other costs and expenses incurred in obtaining such Insurance Binder or the insurance policy issued pursuant to such binder; provided, however, that the Spincos shall not be required to pay more than $24.25 million for such obligations . 7. AMENDMENT TO SECTION 6.01 OF THE MERGER AGREEMENT. Section 6.01 of the Merger Agreement is hereby amended to insert subsection (e) to read as follows in its entirety: (e) Each of G-P and Plum Creek agrees to provide the G-P Tax Matters Officers' Certificate and the Plum Creek Tax Matters Officers' Certificate, respectively, on or prior to each of the ! i) aace that the SEC declares the Merger Registration Statement effective, (iii Notice of Redemption Date and !iii) Closing Date, in each case as requested by special counsel to G-P and Plum Creek. 3. AMENDMENT TO SECTION 6.03(d)(x) OF THE MERGER AGREEMENT. Section 6.03(d)(x) of the Merger Agreement is hereby amended and restated to read as follows in its entirety: 'x; take any action that is intended or may reasonably be expected to result in G-P r.ot being able to make any of the representations and warranties set forth in the G-P Tax Matters Officers' Certificate or to cause Disclosure Page IU Ijt.UKIjIA tALIIIL UJKt' - .y-A tiling Unit: mt I4 Ui any of such representations and warranties to become untrue in any material respect. 9. AMENDMENT TO SECTION 6.04(d) OF THE MERGER AC-REEMEN * , section 6.04(d) of the Mercer Agreement is hereby amended to ,a) delete me word "or" in the fifth line of Section 6.04(d) !ix, and (b; delete subsect:. ;r. :. n its entirety and insert in its stead the following subsections mi xi' to read as follows :r. tr.eir entirety: x, take any action tn.at is intended or may r ess ready be expected to result in Plum Creek not cemg able to make any c f representations and warranties set forth in the Plum Creek Tax. ''.liters Officers' Certificate or to cause any of suer, representations and warrant tee it become untrue in any material respect; or fxi) agree, in writing or otherwise, to take any tf the foregoing action. 10. AMENDMENT TO SECTION 6.06(b) OF THE MERGER AGREE.ME NT. Section 6.06(b) of the Merger Agreement is hereby amended to insert 1)11" after "2000" in the second ine thereto. 11. AMENDMEN~ TO SECTION 6.07(a) OF THE MERGER AGREEMENT. Section 6.07 (a( of the Merger Agreement is hereby amended to delete the wards "promptly following the receipt of the Private Letter Ruling" and inserting in their stead the words "as promptly as practicable after the Merger Registration Statement shall have become effective" in the second line thereto. 12. AMENDMENT TO SECTION 6.07(b) OF THE MERGER AGREEMENT. Section 6.07(b) of the Merger Agreement is hereby amended to delete the words "promptly following the receipt of the Private Letter Ruling" and inserting in their stead the words "as promptly as practicable after the Merger Registration Statement shall have become effective" in the second line thereto. 13. AMENDMENT TO SECTION 6.08(a) OF THE MERGER AGREEMENT. Section 6.08(a) of the Merger Agreement is hereby amended to delete the words "but in no event prior to the receipt of the Private Letter Ruling," in the seventeenth line thereto. 14. AMENDMENT TO SECTION 6.20 OF THE MERGER AGREEMENT. Section 6.20 of the Merger Agreement is hereby amended to insert the words "or that would not allow Plum Creek to c ntinue to qualify as a Real Estate Investment Trust under the Code" after the w rd "Code" in the fourth line thereto. 15. AMENDMENT TO SECTION 7.01 OF THE MERGER AGREEMENT, Section 7.01 the Merger Agreement is hereby amended to (a; delete the word " ar.d" in the second line of Section 7.01(g); (b) delete the period at the er.,d :f Section 7.04(h) and insert in its stead "; and"; and 'c; insert subsem as follows in its entirety: of (ij the Insurance Binder shall have been issmu md ne in full force and effect. 16. .AMENDMENT TO SECTION 7.01'e' CF THE MERGER AGPEEM 7.01 (ej of the Merger Agreement is hereby amended and restated follows in its entirety: read as (e) Plum Creek shall have received the cpir.ic T: of 5 KaCiO0T: Arps, Slate Meagher i Flom LLP, special counsel tc Plum Creek, ar.a G-P shall have received the opinion of McDermott Will i Emery, special oo unset to G-P, each dated as of the Notice of Redemption Date, in form ar.d sub stance reasonably satisfactory to each of Plum Creek ar.d G-P, respectively, cased upon facts, Disclosure Page I I UtUKUIA I'ALIIIC LUKJJ - .S-h riling Dale: um-rui representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Notice of Redemption Date, to the effect that the Redemption will qualify as a distribution described ir. sections 355(a) and 'c, ar.d, if applicable, section 361(c) of the Code and that the consummation of the Mergers will r.ot alter such conclusion; 11. AMENDMENT TO SECTION 7.01(h) OF THE MERGER AGREEMEN T. Section 7.01 ' r. c. f Ac r ^ sms r; 1 is r.srGby srr.Gncsd 'ey ir.s0rt.ir.11 7 re words "and with respect tt snares :f Plum Creek Common Stock received in th e Mergers" after the word "Peter.pt:in the third line thereto. 13. .AMENDMENT TO SECTION 7.02(a) OF THE MERGER AGREEMENT. Section 7.02(a) of the Merger Agreement is hereby amended by inserting the words "and the G-P Tax Matters Officers' Certificate" after the word "Agreement" in the second line thereto. 15. AMENDMENT TO SECTION 7.03(a) OF THE MERGER AGREE!'ENT. Section 7.03(a) of the Merger Agreement is hereby amended by inserting: me /.eras "and the Plum Creek Tax Matters Officers' Certificate" after the w:;rd "Agreement" in the second line thereto. 20. AMENDMENT TO SECTION 7.04 OF THE MERGER AGREEMENT. Section 7.04 of the Merger Agreement is hereby amended to (a) delete the word "and" in the second line of Section 7.04(f) (b) delete the period at the end :f Section 7.04 (g, and insert in its stead and"; and (c) insert subseeticr.s ,h) and (i) to read as follows in their entirety; (h) the Insurance Binder shall have been issued and be in full force and effect; and (i; Plum Creek shall have received the opinion of Skadden, A.rps, Slate Meagher & Fiom LLP, special counsel to Plum Creek, and G-P shall have received the opinion of McDermott Will & Emery, special counsel to G-P, earn dated as of the Closing Date, in form and substance reasonably satisfactory to each of Plum Creek and G-P, respectively, based upon facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Closing Date, to the effect that the Redemption will qualify as a distribution described in sections 355(a) and (c) and, if applicable, section 361 (c) of the Code and that the consummation of the Mergers will not alter such conclusion. 21. AMENDMENT TO SECTION 7.05 OF THE MERGER AGREEMENT. Section 7.05 of the Merger Agreement is hereby amended to (a) delete the word "and" in the seventh line of Section 7.05(c); (b) delete the period at the end of Section 7.05(d) and insert in its stead "; and"; and (c) insert subsections 'e) and (f) to read as follows in their entirety: 'e, the Insurance Binder shall have been issued and ce m full force and effect; and (f; Plum Creek shall have received the opinion of Skatioen, A.rps, Slate Meagher 5 Flom. LLP, special counsel to Plum Creek, ar.d G-P sr.a 11 nave received the opinion of McDermott Will & Emery, special counsel to G-P, eac.n dated as of the Closing Date, in form and substance reasonably satisfactory to each of Plum Creek and G-P, respectively, based upon facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Closing Date, to the effect that the Redemption will qualify as a distribution described in sections 355(a) and (ci and, if applicacle, section 361(c) of the Code and that the consummation of the Mergers will not alter such conclusion. 22. AMENDMENT TO SECTION 3.01(e) OF THE MERGER AGREEMENT. Section Disclosure Page 12 (jtUKUIA I'AUI Il C UI<IJ S-k l-iling Uate. D6il4 iil 9.01(e) of the Merger Agreement is hereby amended to (a) delete the words "the twelve month anniversary of the execution of this Agreement" and insert in their stead "April 8, 2002" in the second line thereto and (b) delete the words "that if Section 7.01(e) has not been satisfied, this Agreement may he extended not more that, three months by Plum Creek or G-? by written notice r: the other party; ar.d provided further, however," in the fifth line therett. 22. A'JTHOP IZATION, EXECUTION AND DELIVERY; NO COM EL 1172. !a; This Amendment No. I has been duly authorized, executed and delivered by each party hereto and constitutes a valid ana cir.ding agreement of each such party, enforceable against such party in accordst:e with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. (b) The execution and delivery of this Amer.amer.t No. 1 and the consummation of the transactions contemplated hereby do n: and will not (i) violate or conflict with any provisions of the constituent doc tents of each party hereto; (ii) violate or conflict with any Laws or Orders :f any Governmental Authority applicable to any party hereto or by wh \h any of such parties' properties or assets may be bound; (iii) require ar.y - .ling with, or permit, consent or approval of, or the giving of any notice t: any Governmental Authority; or (iv) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default {or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien upon any of the properties or assets of any of Plum Creek, the Timber Group, the Spincos or any of their Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contracts to which Plum Creek :: its Subsidiaries or, in each case on behalf of the Timber Group, G-P, the Spincos or any of their Subsidiaries is a party, or by which any such Person or any of its properties or assets are bound, excluding from the foregoing clauses (ii), (iii) and (iv) conflicts, violations, breaches, defaults, rights or payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which would not reasonably be expected to, individually or in the aggregate, have a Plum Creek Material Adverse Effect or a Timber Group Material Adverse Effect, as the case may be. 24. NO OTHER CONSENTS OR AMENDMENTS. Except as expressly amended hereby, the provisions of the Merger Agreement are and shall r- main in full force and effect. 25. APPLICABLE LAW. This Amendment No. 1 and the legal relations between the parties hereto shall be governed by and construed :r. accordance with the laws of the State of Delaware, without regard to the ccnfloot of laws rules thereof. 26. COUNTERPARTS. This Amendment No. 1 may be execute a ir. several counterparts, each of which shall be deemed to be an original, ana all of which together shall be deemed to be one and the same instrument. {SIGNATURE PAGES FOLLOW} Disclosure Page 13 GEORGIA PACIFIC CORP - H-K Filing Dale: OC'N/OI IN WITNESS WHEREOF, Plum Creek, G-P and each of the Spincos has caused this Amendment No. 1 to be executed by their respective officers thereunto duly authorized, all as of the date first above written. PLUM CREEK TIMBER COMPANY, INI. By: /s/ Rick R. Holley Name: Rick R. Holley Title: President and Chief Executive Officer GEORGIA-PACIFIC CORPORATION By: /s/ A.D. Correll Name: A.D. Correll Title: Chairman, Chief Executive Officer and President NORTH AMERICAN TIMBER CORP. By: /s/ A.D. Correll Name: A.D. Correll Title: Chief Executive Ofriser NPI TIMBER, INC. By: /s/ A.D. Correll Name: A.D. Correll Title: Chief Executive Officer Disclosure Page 14 UtOKUIA I'ALII IC CURIJ - k-k GNN TIMBER, INC. 3y: /s/ A.D. Correil Name: A.D. Correil Title: Chief Executive Gff_rer GPW TIMBER, INC. By: /s/ A.D. Correil Name: A.D. Correil Title: Chief Executive Officer LRFP TIMBER, INC. By: /s/ A.D. Correil Name: A.D. Correil Title: Chief Executive Officer NPC TIMBER, INC. By: /s/ A.D. Correil Name: A.D. Correil Title: Chief Executive Officer I-ihng Date: 06/14/01 Disclosure Page 15 (jIAJMj/A I'ALI/AL LOKI' - t-h /'tang umc: on, hah AMENDMENT NO. 1 TO VOTING AGREEMENT AND CONSENT This .Amendment No. 1 to Voting .Agreement ana Iir.senc, dated as of June 12, 2001 'this "Amendment"', to the Voting Agreement, ae.red as of July IS, 2000 'the "Voting Agreement";, by and among Plum Creek Tinier 0:rr.cat.y, Inc., Disclosure Page 16 1 J/LUIlijl.l I'ALiriC IU/' . J-/V ruing uate. u(r i 4,Ui Georgia-Pacific Corporation, a corporation organized under the laws of the state of Georgia ("Georgia-Pacific"), and each other person set forth on the signature pages hereof. Capitalized terms not otherwise defined herein shall have the meanings ascribed them in the Voting Agreement. WHEREAS, concurrently with the executio Voting Agreement, the Company, Georgia-Pacific and the di owned subsidiaries of Georgia-Pacific (collectively, the an .Agreement and Plan of Merger, dated as of July 13, 20C Agreement" pursuant to which each of the Spincos will be the Cornoar. with the Company being the surviving corporat: ivery of the .no:rest wholly ' entered into ith ana into ne rr.eraer; WHEREAS, the Company, Georgia-Pacific ana me Spincos intend concurrently with the execution of this Amendment to execute .Amendment No. 1 to the Merger Agreement in order to provide for certain changes t: the terms and conditions thereof (the "Merger Agreement Amendment"); and WHEREAS, the parties to this Amendment now desi: reaffirm, certain provisions of the Voting Agreement in acctraar.oe 10 (j) or me Voting .Agreement. :o amend ana :n Section NOW, THEREFORE, in consideration of the foregoi; mutual covenants and agreements herein contained, and intending t bound ..ereby, the parties hereto hereby agree as follows: and the be legally 1. The first recital of the Voting Agreement is nereby amended to delete such recital in its entirety and insert in its stead the following: "WHEREAS, the Company, Georgia-Pacific and the direct or indirect wholly owned subsidiaries of Georgia-Pacific party thereto (collectively, the "Spincos") entered into an Agreement and Plan of Merger, dated as of July 18, 2000, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 12, 2001, attached as Exhibit A hereto 'the "Merger Agreement"), pursuant to which each of the Spincos will be merged wicn and into the Company, with the Company being the surviving corporation in the merger (the "Merger");". 2. The second recital of the Voting Agreement is hereby amended to delete the word "Triton" and insert in its stead the words "Timber Group" in the second line thereto. 3. Section 1 of the Voting Agreement is hereby amended to insert the defined term. "Principals" to read as follows in its entirety: "Principals" shall mean Messrs. William E. Oberndorf, William J. Patterson and John H. Scully, collectively. roiiows: 4. Section 2(a) of the Voting Agreement is hereby amended as (a, to add the words "and each Principal hi consents to such election" to the end of the first sentence. revocaciy (b) to add the words "and Principal" after the words "Each Securityholder" in the second sentence. (c: to add the words "and Principal" after the words "Each S0 c u rir v h c1d 0 r" ir. cr.9 third s0r.u0r.c9. delete zr.e :ne twe: Disclosure Page I 7 ULURU!A RALiL!L LOUR - 6-k tiling Date: 116/ N, 01 (e) to delete the words "and (ii) rights under Section 2(b) below" in the fourteenth line thereto. 5. Section 2(b) of the Voting Agreement is herecy amended to read in its entirety as follows: Each Securityholder and Principal hereby per-r.ar.enf_y and irrevocably waives, simultaneously with the consummation of or,e Mercer, any and all rights to designate any nominees to the board of directors :: one Company under Section 3.5 "Control Rights" of the Amended and Restates. Agreement and Plan of Conversion, oatea as of July 17, 1353, by and among th.a Company, Plum Creek Timber Company, l.P. and Plum Creek Management Company, 1 . r . " h 6 "Conversion Agreement"). Each Securityholder and Principal unc era tar. us and acknowledges that such waiver of rights under Section 3.5 of t he lonversion Agreement will permanently and irrevocably extinguish any righ Securityholders and Principals to designate any directors of t re Company under either the Conversion Agreement or Section C of Article Fifth, of the Certificate of Incorporation of the Company. 6. Section 2(c) cf the Voting Agreement is r.ereby amended to read in its ent ety as follows: Each Securityholder and Principal hereby affirms mat such irrevocable elections and consents shall survive such Security!.o1aer's or Principal's death, incapacity or incompetence or the transfer of any Security. 7. Section 5(c) of the Voting Agreement is hereby amended to (a) add the words "and Principal" after each occurrence of the word "Securityholder" and (b) add the words "and Principal's" after each occurrence of the word "Securityholder's." 8. Giving effect to the terms and conditions set forth in the Merger Agreement, as amended by the Merger Agreement Amendment, each Securityholder affirms and agrees to be bound by each of its ooligations under the Voting Agreement as hereby amended. 5. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if ail signatures were on the same instrument. IN WITNESS WHEREOF, the parties have executed am delivered this Amendment as of the date first written above. PLUM CREEK TIMBER COMPANY, INC. By: /s/ Rick R. Holley Name: Rick R. Holley Title: President and Chief Executive Officer GEORGIA-PACI FIC CORPORA!ION Disclosure Paae 18 UtUKUIA lJALHIL C UKlJ - H-K By: Is/ A.D. Correll Name: A.D. Correll Title: Chairman, Chief Executive, Officer and President /Mug Dale. U(>,H,Dt By: PC Advisory Corp. I Its aenerai oartr.er Bv: /s/ William J. Patterson Name: William I. satterson Title: Vice Presiie.cc PC INTERMEDIATE HOLD INGS, L.P By: PC Advisory Partners Its general partner By: PC Advisory Corp. I Its general partner By: Is! William J. Patterson Name: William J. Patterson Title: Vice President WILLIAM E. OBERNDORF Is/ William E. Oberndorf WILLIAM J. PATTERSON Is/ William J. Patterson JOHN H. SCULLY Is/ John H. Scully Disclosure.' Page 19 ijLUKUIA /AIC///C LUI<IJ - S-K filing Uaie: U0/i4,vt I, the undersigned, being the spouse of WILLIAM E. OBERNDORF, hereby represent that I have read and understand (i) the Voting Agreement and Consent, dated as of July 13, 2000, by and among Plum Creek Timber Company, Inc., a corporation organized under the laws of the state of Delaware she "Company"); Georgia-Pacific Corporation, a corporation organized under the laws of the state of Georgia '"Georgia-Pacific"', and each other person set form :n the signature pages thereto and ii; the foregoing Amendment No. 1 to Voting Agreement and Consent, arc hereby consent to the transactions contemplated by such agreements and agree to ce .ocuto by me provisions thereof. /s/ Susan C. Oberndorf Name: Susan C. Cherndcrf SPOUSAL CONSENT I, the undersigned, being the spouse of WILLIAM J. PATTERSON hereby represent that I have read and understand (i) the Voting Agreement and Consent, dated as of July 13, 2000, by .. n.d among Plum Creek Timber Company, Ir.c. , a corporation organized under the laws of the state of Delaware the "Company"), Georgia-Pacific Corporation, a corporation organized under the laws of the state of Georgia ("Georgia-Pacific"), and each other person set forth on the signature pages thereto and (ii) the foregoing Amendment No. 1 to Voting Agreement and Consent, and hereby consent to the transactions contemplated by such agreements and agree to be bound by the provisions thereof. /s/ Elizabeth R. Patterson Name: Elizabeth R. Patterson SPOUSAL CONSENT I, the undersigned, being the spouse of JOHN H. SCULLY hereby represent that I have read and understand (i) the Voting Agreement and Consent, dated as of July 18, 2000, by and among Plum Creek Timber Company, Inc., a corporation organized under the laws of the state of Delaware (the "Company";, Georgia-Pacific Corporation, a corporation organized under the laws of the state of Georgia ("Georgia-Pacific"), and each other person set forth on the signature pages thereto and ii; the foregoing Amendment No. I to Voting .Agreement and Consent, and hereby consent to the transactions contemplated by such agreements and agree to be bound by the provisions thereof. /s/ Irene S. Scully Name: Irene S. Scully Disclosure Page 20 UbUKUIA 1JALU-!L LUK!J - S-K l-itmg Date: t)(h/4Ali {LOGO OF PLUM CREEK) Contact: {LOGO OF GEORGIA-PACIFIC) {LOGO OF THE TIMBER COMPANY) Disclosure' Page 21 CFURCIA PA ClI-It CURP - H-K Emilio Ruocco Director, Investor Relations Plum Creek Timber Co. !206) 467-3616 or 1-300-858-5347 Robert J. Jirsa Director, Corporate and Plum Creek Timber Co. 206-467-3626 www.plumereek.com Filing Dale: 06,14/01 Greg Guest Director, External Communications Georgia-Pacific Ccrp. (404) 652-4 7 3 8 Rich Good Director, Invest:r Relations Georgia - Pacifi : !:rp. ; 4 04 ) 652-4 ~1 www.gp.com PLUM CREEK TIMBER COMPANY AND THE TIMBER COMPANY TC PROCEED WITH MERGER BASED ON OPINIONS FROM TAX COUNSEL COMPANIES .SET PRELIMINARY DATES FOR SHAREHOLDERS MEETINGS SEATTLE AND ATLANTA - JUNE 12, 2001- Plum Creek Timber Company, Inc. (NYSE: PCL) and Georgia-.7 .cific Corporation (NYSE: GP) have amended their merger agreement and are proce .ding with the previously announced merger of Plum Creek and The Timber Compar. (NYSE: TGP) . The decision ,o move forward was made by the boards of directors of Plum Creek and Georgia-Facific following confirmation that they will receive opinions from tax counsel that the spin-off of The Timber Company from Georgia-Pacific and the subsequent merger with Plum Creek will be tax-free to both companies and their shareholders. The outside legal opinions from independent tax counsel to each company (Skadden, Arps, Slate, Meagher & Flom LLP, and McDermott, Will & Emery) would replace a private letter ruling previously requested from the Internal Revenue Service. Plum Creek and The Timber Company plan to hold shareholder meetings on August 15, 2001, to approve the transaction. Closing is expected by the end of September 2001. The IRS has notified the companies that it decided not to issue the private letter ruling because its standard for proving the business purpose for such a ruling had not been met. This high burden of proof, which is more stringent than applicable legal standards, pertains only to advance rulings. Based on discussions with the IRS and the advice of legal counsel, the companies believe the transaction will not be taxable. As an added measure to reduce uncertainty concerning any possible tax risks, the companies will obtain up to $500 million in tax liability insurance. "Plum Creek and Georgia-Pacific have taken action enabling us to move into the final phase of completing this important strategic transaction," said Plum Creek President and CEO Rick R. Holley. "We are highly confident of our position, based on our discussions with the IRS and on the opinions we will receive from tax counsel, that the transaction will be tax-free to ail parties. We have used the past several months productively, and our initial work with cur new partners has reinforced our confidence that the new Plum Creek will have the scope of resources, scale, structure and combined management capabilities to generate increasing value for the shareholders of the combined company." Following the merger, Plum Creek will be the second largest private cimberiand owner in the United States, with more than 7.? million acres of timberiands located in 15 states. Disclosure Page 22 GliUROIA PACIFIC CORF - S-K h ihng Dale: 06, 14,01 A. D. "Pete" Correll, Chairman and Chief Executive Officer of Georgia-Pacific, said, "This transaction creates significant value for both companies and their shareholders. The opinions of our tax counsel are clear and unambiguous. We believe the opinions of our tax counsel carry sufficient weight ftr us to move forward with our clans for delivering the value from this transaction, divesting our timberland ownership and continuing to reduce our overall corporate debt." The financial terms of the agreement remain essentially the same. T.ne Timber Company shareholders will receive I.37 shares of Plum Creek steer ::r each share of The Timber Company stock. Based on Plum Creek's closing stock trice cf $28.11 on lone 11, 20C1, the overall transaction is valued at approximately 33.8 billion, inducing an estimated 3730 million of The Timber Company :ebc that Plum Creek will re-finance at closing. Both companies will now seek the approval of the merger from their respective shareholders. Proxy "tatements describing the transaction in detail will be mailed orometiy to shareholders of The Timber Company and Plum Creek. Plum Creek, a real estate investment trust, is one of the largest land owners in the nation, with timberlands in the Northwest, Southern, and Northeast regions of the United Stam ; and nine wood product mills in the Northwest. Headquartered at At.anta, The Timber Company is a separate operating group of Georgia-Pacific am its performance is reflected in one of the corporation's 'wo common stocks. The limber Company manages 4.7 million acres of timeeriand in t..e United States and sells timber and wood fiber to industrial wood users. CONFERENCE CALL TODAY: Plum Creek President and CEO, Rick R. Holley, will host a conference call for analysts and investors Tuesday, June 12, at 5:00 PM EDT. The call-in number is: 800 606-8940 ATTACHMENTS: Pro Forma Fact Sheet Map of Plum Creek Timber Company and The Timber Company combined ownership INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN IT BECOMES AVAILABLE, THE AMENDED JOINT PROXY STATEMENT/PROSPECTUS AND RELATED DOCUMENTS REGARDING THE BUSINESS COMBINATION TRANSACTION REFERENCED IN THE FOREGOING INFORMATION TO BE FILED BY PLUM CREEK AND GEORGIA-PACIFIC WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "S_EC") BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND SECURITY HOLDEF3 MAY OBTAIN A FREE COPY OF THE AMENDED JOINT PROXY STATEMENT/PROSPECTU ' (WHEN AVAILABLE) AND RELATED DOCUMENTS FILED BY PLUM CREEK AND GEORGIA-PACIFIC AT THE SEC'S WEB SITE AT WWW.SEC.GOV. THE AMENDED JOINT PROXY STATEMENT/PROSPECTUS AND RELATED DOCUMENTS MAY ALSO BE OBTAINED (WHEN AVAILABLE) FROM PLUM CREEK BY DIRECTING SUCH REQUEST TO PLUM CPEEX TIMBER COMPANY, INC., ATTN: EMILIO RUOCCO, S99 THIRD AVENUE, SUITE 2310, SEATTLE, WA, 98104-4096 OR FROM THE TIMBER COMPANY BY DIRECTING SUCH REQUEST TO GEORGIA-PACIFIC CORPORATION THE TIMBER COMPANY, ATTN: RICH GOOD, 133 PEACHTREE STREET, N.S., ATLANTA, GA, 30303. FORWARD-LOOKING STATEMENTS This news release contains forward-looking statements within the meaning of the Private Litigation Reform Act of 1995. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the effect of general economic conditions on the demand for timber, particularly the strength of the pulp ana paper markets; the effect of any material changes in the available supply of timber, including the levels of environmental restrictions on t.ne harvesting cf private timberlands. These risks Disclosure Pace 23 (if.Ult.UIA I'ALIIIL LUttl' - Y-ft ruing ume: uo.-1 aa/i are detailed from time to time in the filings of Plum Creek and Georgia-Pacific with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made, and neither Plum Creek, Georgia-Pacific r.or their managements undertakes any obligation to update or revise any forward-looking statements. It is likely that if one or more of the risks and uncertainties material::es, ere current expectations of Plum Creek, Georgia-Facri_; and their managements will net be realized. PLUM CPEEK TIMBER COMPANY AND THE TIMBER COMPANY PRO FORMA FACT SHEET SECOND LARGEST TIMBERLAND OWNER IN THE UNITED STATES o 7 . 3 Million Acres 0 19 States o 2,100 Employees o Sales - $1.0 Bill:on (2000) o Harvest- 5.3 MM Cu.nits (2C00) GEOGRAPH TC 2^0 SDrC I'-'S I^VE^SITY o Southern pine forests o Northern Rocky Mts. Douglas-fir/pine/laren/forests o Mixed conifer/hardwood in Maine o Northwest Douglas-fir/hemlock o Mixed pine/hardwood forests in the Appalachian and north central Region 1.1 million acres I.5 million acres ~J. 9 million acres 0.5 million acres 0.5 million acres OTHER BUSINESS ACTIVITIES o Continuous evaluation and sale or exchange of selected properties that have greater value as conservation, commercial, or recreation sites. 2000 revenue - $120 Million o 8 Nurseries producing 147 million seedlings per year o S Manufacturing Facilities in Montana and Idaho 2000 revenue - $375 Million LEADERS o o IN ENVIRONMENTAL FORESTRY The 7.8 million acres will be managed under Plum Creek's "Environmental Principles" and the Sustainable Forestry Initiative (SFI) Program. 13 innovative conservation agreements are in place or in process, covering over 2.3 million acres, and protecting 15 different threatened and endangered species. PRO FORMA o o o o o FACTS Listed: Structure: Shares Outstanding: Market Sap: Headcuarters: NYSE, PSE: PCL Real Estate Investment Trust 180 million $5.0 Billion @ $28/snare Seattle, WA Disclosure Page 24