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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 14D-9

(Amendment No. 3)

 

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

 

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GEORGIA-PACIFIC CORPORATION

(Name of Subject Company)

 

GEORGIA-PACIFIC CORPORATION

(Name of Person Filing Statement)

 

Common Stock, Par Value $0.80 Per Share

(Title of Class of Securities)

 

373298108

(CUSIP Number of Class of Securities)

 

James F. Kelley

Executive Vice-President and General Counsel

Georgia-Pacific Corporation

133 Peachtree Street, N.E.,

Atlanta, Georgia, 30303

(404)-652-4000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the person filing statement)

 

Copy to:

Creighton O’M. Condon

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

(212) 848-4000

 

¨

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

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This Amendment No. 3 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Statement”) originally filed with the Securities and Exchange Commission (the “SEC”) on November 17, 2005 and amended on November 25, 2005 and December 1, 2005 by Georgia-Pacific Corporation, a Georgia corporation (the “Company”), relating to the tender offer by Koch Forest Products, Inc. (“Purchaser”), a Georgia corporation and an indirect wholly-owned subsidiary of Koch Industries, Inc., a Kansas corporation (“Parent” or “Koch Industries”), disclosed in a Tender Offer Statement on Schedule TO dated November 17, 2005 and filed with the SEC, to purchase all of the issued and outstanding shares of common stock, par value $0.80 per share, of the Company (the “Shares”) at a purchase price of $48.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Purchaser’s Offer to Purchase, dated November 17, 2005, as amended, and in the related Letter of Transmittal. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Statement.

 

Item 8. Additional Information

 

Item 8 of the Statement is hereby amended and supplemented as follows:

 

The Statement is hereby amended by adding the following new paragraph immediately after the last paragraph of the section captioned “Antitrust – The United States” in Item 8:

 

“On December 1, 2005, the waiting period under the HSR Act applicable to the purchase of the Shares in the Offer and the Merger expired. The expiration of the waiting period under the HSR Act satisfies the HSR Condition to the Offer.”

 

The Statement is hereby further amended by adding the following new paragraph immediately after the last paragraph of the section captioned “Debt Tender Offers” in Item 8:

 

“On December 2, 2005, the Company announced that, as of 5:00 p.m., New York City time, on December 1, 2005, the Company had received sufficient tenders of debt securities and consents from the holders of the debt securities subject to the tender offers commenced on November 17, 2005 to approve the proposed amendments and waivers to the indentures governing those debt securities.”

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SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

Dated: December 2, 2005