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Plum Creek/Georgia Pacific/Timber Company

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Plum Creek/Georgia Pacific/Timber Company JOINT PROXY STATEMENT/PROSPECTUS MERGERS PROPOSEDÐYOUR VOTE IS VERY IMPORTANT Plum Creek Timber Company, Inc. and Georgia-Pacific Corporation have agreed to combine Georgia-Pacific's timber and timberlands business, which we will refer to as ``The Timber Company,'' with Plum Creek through a merger of six wholly owned subsidiaries of Georgia-Pacific, which we will refer to individually as a ``Subsidiary'' and collectively as the ``Subsidiaries,'' with and into Plum Creek. The mergers, more fully described below, will be accomplished in accordance with the terms of a merger agreement dated as of July 18, 2000, as amended, entered into among Plum Creek, Georgia- Pacific and each of the Subsidiaries. The merger agreement provides that each of the Subsidiaries, which will collectively own, directly or indirectly, all of the assets and liabilities attributed to The Timber Company immediately prior to the time of the mergers, will merge with and into Plum Creek. The mergers will become effective upon the opening of business on the first business day following the redemption by Georgia-Pacific of each outstanding share of Georgia-Pacific Corporation-Timber Group Common Stock, which we will refer to as ``Timber Company common stock.'' In connection with the redemption, each outstanding share of Timber Company common stock will be exchanged for a unit, which will represent one outstanding share of common stock of each of the Subsidiaries and which we will refer to individually as a ``Unit'' and collectively as ``Units.'' The Units will represent all of the issued and outstanding common stock of each of the Subsidiaries. If the mergers are completed, the holders of Units will receive 1.37 shares of Plum Creek common stock for each Unit that they own. The Plum Creek common stock to be issued in the mergers will be listed on the New York Stock Exchange and the Pacific Exchange, subject to official notice of issuance, under the symbol ``PCL.'' Plum Creek is asking its stockholders to approve the merger agreement and the transactions contemplated by the merger agreement. In addition, Plum Creek is asking its stockholders to approve the transfer of the assets acquired in the mergers to one or more of its subsidiaries. Approval of a majority of the outstanding shares of Plum Creek common stock and special voting common stock of Plum Creek, voting together as a class, and a majority of the outstanding shares of Plum Creek special voting common stock, voting separately as a class is required to approve the mergers and the asset transfer. Approval of the asset transfer is not a condition to completing the mergers. The asset transfer cannot occur if the mergers are not completed. Georgia-Pacific is asking holders of Timber Company common stock to approve the merger agreement, although Georgia-Pacific, as the sole stockholder of each of the Subsidiaries, has already approved the mergers for purposes of Delaware law. It is a condition of the merger agreement that a majority of the outstanding shares of Timber Company common stock approve the merger agreement. Georgia-Pacific does not intend to waive this condition. Plum Creek is also asking Plum Creek stockholders to approve an amendment to Plum Creek's certificate of incorporation to eliminate the classification of Plum Creek's board of directors so that all elected directors will serve one year terms. Approval of the proposal to amend Plum Creek's certificate of incorporation to eliminate the classified board of directors will require the affirmative vote of 662¤3% of the outstanding shares of Plum Creek common stock and Plum Creek special voting common stock, voting together as a single class. Approval of the amendment to Plum Creek's certificate of incorporation to eliminate the classified board of directors is not a condition to completing the mergers or the asset transfer. Approval of the merger agreement and the transactions contemplated by the merger agreement and the asset transfer is not a condition to eliminating the classified board of directors. The holders of all of the outstanding shares of Plum Creek special voting common stock, who also own approximately 24% of the outstanding shares of Plum Creek common stock and approximately 25% of the outstanding shares of Plum Creek common stock and Plum Creek special voting common stock voting together as a class, have agreed, subject to specified exceptions, to vote their shares of each class of stock in favor of (i) the merger agreement and the transactions contemplated by the merger agreement, (ii) the asset transfer and (iii) the amendment to Plum Creek's certificate of incorporation to eliminate Plum Creek's classified board of directors. Plum Creek has scheduled a special meeting of its stockholders to vote on the merger agreement and the transactions contemplated by the merger agreement, the asset transfer and the proposed amendment to the certificate of incorporation to eliminate Plum Creek's classified board of directors. Georgia-Pacific has scheduled a special meeting of the holders of Timber Company common stock to vote on the merger agreement. The date, time and place of the special meetings are as follows: For Plum Creek stockholders: For holders of Timber Company common stock: Wednesday, August 15, 2001 Wednesday, August 15, 2001 9:00 A.M., local time 11:00 A.M., local time Washington Athletic Club Georgia-Pacific Center 1325 Sixth Avenue 133 Peachtree Street, N.E. Seattle, Washington 98101 Atlanta, Georgia 30303 This joint proxy statement/prospectus provides Plum Creek stockholders and holders of Timber Company common stock with detailed information about the merger agreement and the transactions contemplated by the merger agreement and the asset transfer. Additionally, this joint proxy statement/ prospectus provides Plum Creek stockholders with detailed information about the proposed amendment to Plum Creek's certificate of incorporation to eliminate the classified board of directors. This joint proxy statement/prospectus also serves as the prospectus of Plum Creek for the holders of Units who will be issued shares of Plum Creek common stock in connection with the mergers. We encourage you to read this entire document carefully. In particular, you should consider the matters discussed under the ``Risk Factors'' section beginning on page 15 before voting. Whether or not you plan to attend your special meeting, please take the time to vote your shares by either completing and mailing the enclosed proxy card to us, calling the toll-free telephone number or using the Internet as described in the instructions provided on your proxy card. Rick R. Holley A.D. Correll President and Chief Executive Officer Chairman, Chief Executive Officer and President Plum Creek Timber Company, Inc. Georgia-Pacific Corporation Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. This joint proxy statement/prospectus is dated July 13, 2001 and is being first mailed to the Plum Creek stockholders and holders of Timber Company common stock on or about July 18, 2001. PLUM CREEK TIMBER COMPANY, INC. NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 15, 2001 To the stockholders of Plum Creek Timber Company, Inc.: NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Plum Creek Timber Company, Inc., a Delaware corporation, will be held at 9:00 a.m., local time, on Wednesday, August 15, 2001, at the Washington Athletic Club, 1325 Sixth Avenue, Seattle, Washington 98101, for the following purposes: 1. To consider and vote upon a proposal to approve the 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, among Plum Creek, Georgia-Pacific Corporation and six wholly owned subsidiaries of Georgia-Pacific, and the transactions contemplated by the merger agreement. 2. To consider and vote upon a proposal to approve the transfer of all or substantially all of the assets acquired in the mergers to one or more of Plum Creek's subsidiaries, including Plum Creek Timberlands, L.P., Plum Creek's operating partnership. 3. To consider and vote upon a proposal to amend Plum Creek's certificate of incorporation to eliminate the classification of Plum Creek's board of directors. 4. To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof. Plum Creek's board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and fair to, and in the best interests of, Plum Creek and its stockholders and recommends that its stockholders vote FOR the merger agreement and the transactions contemplated by the merger agreement. Plum Creek's board of directors also recommends that Plum Creek stockholders vote FOR the asset transfer and the proposed amendment to the certificate of incorporation to eliminate the classified board of directors. The accompanying joint proxy statement/prospectus contains important information with respect to the mergers, the asset transfer and proposed amendment to Plum Creek's certificate of incorporation to eliminate the classified board of directors, and we urge you to read it carefully. Stockholders of record at the close of business on July 5, 2001 are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. Approval of the merger agreement and the transactions contemplated by the merger agreement and the asset transfer will require the affirmative vote of a majority of the outstanding shares of Plum Creek common stock and Plum Creek special voting common stock, voting together as a class, and a majority of the outstanding shares of Plum Creek special voting common stock, voting separately as a class.
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