SEC Info - Georgia Pacific Corp, et al. - ‘SC 13D’ on 6/29/99 re: Unisource Worldwide Inc

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Georgia Pacific Corp, et al. – ‘SC 13D’ on 6/29/99 re: Unisource Worldwide Inc

On: Tuesday, 6/29/99 · Accession #: 940180-99-751 · File #: 5-51073

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/29/99  Georgia Pacific Corp              SC 13D                 3:12K  Unisource Worldwide Inc           Donnelley RR & So… 12/FA
          Atlanta Acquisition Corp
          Georgia Pacific Corp

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              7     20K 
 2: EX-99.(A)(15)  Press Release                                       1      5K 
 3: EX-99.3     Agreement                                              1      6K

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Interest in Securities of the Subject Company Material to Be Filed as Exhibits Schedule 14D-1
1	1st Page - Filing Submission
"	Schedule 14D-1
4	Item 6. Interest in Securities of the Subject Company
"	Item 11. Material to Be Filed as Exhibits

SC 13D 1st Page of 7 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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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. 6 
(Final Amendment) 

and 

SCHEDULE 13D
Under the Securities Exchange Act of 1934 

----------------  

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

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SC 13D 2nd Page of 7 TOC 1st Previous Next ↓Bottom Just 2nd
1. Name of Reporting Person                                                   
S.S. or I.R.S. Identification No. of Person Above                       
Georgia-Pacific Corporation                                             

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2. Check the appropriate Box if a member of a Group                           

                                                                     (a) [_]
                                                                     (b) [_]

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3. SEC Use Only                                                               

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4. Source of Funds                                                            
BK                                                                      

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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to       
Items 2(e) or 2(f)                                                      

                                                                         [_]

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6. Citizenship or Place of Incorporation                                      
Georgia                                                                 

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7. Aggregate Amount Beneficially Owned by Each Reporting Person               
63,732,482                                                              

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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares       

                                                                         [_]

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9. Percent of Class Represented by Amount in Row (7)                          
90.7%                                                                   

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10. Type of Reporting Person                                                  
CO                                                                    

2 

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1. Name of Reporting Person                                                   
S.S. or I.R.S. Identification No. of Person Above                       
Atlanta Acquisition Corp.                                               

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2. Check the appropriate Box if a member of a Group                           

                                                                     (a) [_]
                                                                     (b) [_]

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3. SEC Use Only                                                               

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4. Source of Funds                                                            
AF                                                                      

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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to       
Items 2(e) or 2(f)                                                      

                                                                         [_]

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6. Citizenship or Place of Incorporation                                      
Delaware                                                                

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7. Aggregate Amount Beneficially Owned by Each Reporting Person               
63,732,482                                                              

--------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares       

                                                                         [_]

--------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)                          
90.7%                                                                   

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10. Type of Reporting Person                                                  
CO                                                                    

3 

SC 13D 4th Page of 7 TOC 1st Previous Next ↓Bottom Just 4th
This Amendment No. 6 (Final Amendment) to the Tender Offer Statement on     
Schedule 14D-1 filed with the Securities and Exchange Commission on May 28,     
1999 (the "Schedule 14D-1") relates to the 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. Pursuant to Instruction F of Schedule 14D-1,    
this Amendment No. 6 is submitted in satisfaction of the reporting obligations  
of Purchaser and Parent under Section 13(d) of the Securities Exchange Act of   
1934, as amended.                                                               

Item 6. Interest in Securities of the Subject Company.                          

Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows: 

The Offer expired as scheduled at 12:00 midnight, New York City time, on    
Friday, June 25, 1999. Based on a preliminary count, 63,732,482 Shares were     
tendered (of which 4,465,195 Shares were tendered pursuant to notices of        
guaranteed delivery) which, when combined with the 1,000 Shares beneficially    
owned by Parent, represents approximately 90.7% of the issued and outstanding   
Shares. On Saturday, June 26, 1999, effective as of 12:01 a.m., all Shares      
validly tendered and not withdrawn prior to the expiration of the Offer were    
accepted for payment. Parent intends to effect the Merger of Purchaser with     
and into the Company promptly. Parent and Purchaser own a sufficient number of  
Shares to enable Purchaser to effect the Merger without a vote or meeting of    
the Company's stockholders. Pursuant to the Merger, Shares of the Company that  
were not tendered into the Offer (other than Shares held by (i) the Company or  
(ii) Parent and its subsidiaries) will be converted into the right to receive   
$12.00 per Share in cash, subject to dissenters' rights. Following the Merger,  
the Company will become a wholly owned subsidiary of Parent. A press release    
issued by Parent on June 28, 1999 announcing the expiration of the Offer and    
the acceptance of validly tendered Shares is attached hereto as Exhibit         
(a)(15) and is incorporated herein by reference.                                

Item 11. Material to Be Filed as Exhibits.                                      

Item 11 of the Schedule 14D-1 is hereby amended and supplemented by the     
addition of the following exhibits thereto:                                     

Exhibit (a)(15) Press Release issued by Parent dated June 28, 1999.         

Exhibit 99.3 Agreement among Georgia-Pacific Corporation and Atlanta        
Acquisition Corp. pursuant to Rule 13d-1(k)(1)(iii).                            

4 

SC 13D 5th Page of 7 TOC 1st Previous Next ↓Bottom Just 5th
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 28, 1999                                                                   

                             ATLANTA ACQUISITION CORP.

                           BY: /s/ James F. Kelley
                                            ----------------------------------
                               Name: James F. Kelley
                                   Title: Vice President and
                                 Secretary

5 

SC 13D 6th Page of 7 TOC 1st Previous Next ↓Bottom Just 6th
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 28, 1999                                                                   

                               GEORGIA-PACIFIC CORPORATION

                           BY: /s/ James F. Kelley
                                            ----------------------------------
                               Name: James F. Kelley
                                          Title: Senior Vice President Law
                                           and General Counsel

6 

SC 13D Last Page of 7 TOC 1st Previous Next ↓Bottom Just 7th
EXHIBIT INDEX 

                                                                [Download Table]
                                                                   
Exhibit No.                                                        
(a)(15)     Press Release issued by Parent, dated June 28, 1999.   
99.3        Agreement among Georgia-Pacific Corporation and Atlanta
            Acquisition Corp. pursuant to Rule 13d-1(k)(1)(iii).

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	6/29/99			11-K, 11-K/A, 3
	6/28/99	4	7	8-K, SC 14D1/A
	6/26/99	4		3
	6/25/99	4		8-A12B, SC 14D1/A
	5/28/99	4		SC 14D1, SC 14D9
				List all Filings

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Filing Submission 0000940180-99-000751 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Georgia Pacific Corp, et al. – ‘SC 13D’ on 6/29/99 re: Unisource Worldwide Inc

On: Tuesday, 6/29/99 · Accession #: 940180-99-751 · File #: 5-51073

Previous ‘SC 13D’: None · Next & Latest: ‘SC 13D’ on 7/26/00

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D — General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents