<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from to
---------------- ---------------
Commission file number 1-3506
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below: Georgia-Pacific Corporation Savings and
Capital Growth Plan.
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: Georgia-Pacific Corporation, 133
Peachtree Street, N. E., Atlanta, Georgia 30303.
<PAGE> 2
GEORGIA-PACIFIC CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULES
FOR THE YEARS ENDED
DECEMBER 31, 1993 AND 1992
GEORGIA-PACIFIC CORPORATION
133 PEACHTREE STREET, N.E.
ATLANTA, GA 30303
<PAGE> 3
GEORGIA-PACIFIC CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1993 AND 1992
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Savings and Capital Growth Fund Statements of Net Assets Available for
Benefits--December 31, 1993 and 1992
Savings and Capital Growth Fund Statement of Changes in Net Assets Available
for Benefits with Fund Information for the Year Ended December 31, 1993
Retirement Fund Statements of Net Assets Available for Benefits--December
31, 1993 and 1992
Retirement Fund Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1993
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Savings and Capital Growth Plan
Item 27(a)--Schedule of Assets Held for Investment
Purposes--December 31, 1993
Schedule II: Savings and Capital Growth Plan
Item 27(d)--Schedule of Reportable Transactions for the Year
Ended December 31, 1993
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants of the
Georgia-Pacific Corporation Savings
and Capital Growth Plan:
We have audited the accompanying statements of net assets available for
benefits with fund information of the GEORGIA-PACIFIC CORPORATION SAVINGS AND
CAPITAL GROWTH PLAN--SAVINGS AND CAPITAL GROWTH FUND AND RETIREMENT FUND (the
"Plan") as of December 31, 1993 and 1992, and the related statements of changes
in net assets available for benefits with fund information for the year ended
December 31, 1993. These financial statements and the schedules referred to
below are the responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the
Georgia-Pacific Corporation Savings and Capital Growth Plan--Savings and
Capital Growth Fund and Retirement Fund as of December 31, 1993 and 1992 and
the changes in net assets available for benefits for the year ended December
31, 1993 in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in
the statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the changes in net
assets available for plan benefits of each fund. The supplemental schedules and
fund information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken
as a whole.
/s/ ARTHUR ANDERSEN & CO.
May 27, 1994
Atlanta, Georgia
<PAGE> 5
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
SAVINGS AND CAPITAL GROWTH FUND
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
---- ----
Assets:
<S> <C> <C>
Investments:
Interest Income Fund:
Savings Component $298,849,115 $288,686,286
Capital Growth Component 129,904,978 111,204,508
----------- -----------
Total Interest Income Fund 428,754,093 399,890,794
Georgia-Pacific Stock Fund 104,583,155 107,958,900
Common Stock Fund 84,579,767 74,034,468
Balanced Fund 20,101,393 8,639,827
Unallocated contributions 6,237,774 6,391,590
Participants' loans receivable 18,184,776 16,712,311
----------- -----------
Total investments 662,440,958 613,627,890
Accrued income 829,070 592,377
Other receivables 362,371 485,952
Due from brokers 7,133 738,774
----------- -----------
TOTAL ASSETS 663,639,532 615,444,993
----------- -----------
Liabilities:
Due to brokers 1,972,902 229,187
Other payables 298,355 124,009
----------- -----------
TOTAL LIABILITIES 2,271,257 353,196
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $661,368,275 $615,091,797
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
SAVINGS AND CAPITAL GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Interest Income Interest Income Georgia-
Fund Savings Fund Pacific Common Balanced
Component Capital Growth Stock Fund Stock Fund Fund
--------- -------------- ---------- ---------- ----
<S> <C> <C> <C> <C> <C>
Net investment income:
Cash dividends, Georgia-Pacific
common stock $ - $ - $ 2,782,671 $ - $ -
Interest and dividends 20,526,752 8,724,443 44,855 2,254,083 627,957
Net appreciation in market value
of investments 1,430,751 192,872 11,492,564 5,398,340 596,311
------------ ------------- ------------ ----------- -----------
Net investment income 21,957,503 8,917,315 14,320,090 7,652,423 1,224,268
Contributions:
Participants 18,380,557 - 7,989,259 7,193,931 1,968,512
Corporation 9,320,509 18,044,901 4,011,143 3,506,146 763,456
------------ ----------- ----------- ------------ ----------
Total contributions 27,701,066 18,044,901 12,000,402 10,700,077 2,731,968
Interfund transfers 5,512,411 1,620,192 (13,092,730) 4,169,146 8,643,295
Interest income on loans - - - - -
Amounts distributed to
participants (19,473,822) (5,243,028) (3,387,976) (3,179,531) (256,896)
New loans issued (4,691,822) (919,140) (1,925,601) (1,162,589) (194,104)
Loan principal payments 3,000,854 444,347 1,357,043 996,442 163,456
Transfer due to sale of operations (24,264,369) (4,164,117) (14,772,306) (8,630,669) (956,120)
----------- ----------- ----------- ---------- -----------
Change in net assets available
for benefits 9,741,821 18,700,470 (5,501,078) 10,545,299 11,355,867
Net assets available for benefits,
beginning of year 289,741,204 111,204,508 108,216,733 74,034,468 8,790,983
----------- ----------- ----------- ---------- -----------
Net assets available for benefits,
end of year $299,483,025 $129,904,978 $102,715,655 $84,579,767 $20,146,850
=========== =========== =========== ========== ==========
Unit value at end of year $10.1704 $10.1704 $10.3553 $43.8300 $10.8922
======= ======= ======= ======= =======
Number of units outstanding 29,445,833 12,772,848 9,919,138 1,929,723 1,849,659
========== ========== ========= ========= =========
<CAPTION>
Participants'
Unallocated Loans
Contributions Receivable Total
------------ ---------- -----
<S> <C> <C> <C>
Net investment income:
Cash dividends, Georgia-Pacific
common stock $ - $ - $ 2,782,671
Interest and dividends 68,610 - 32,246,700
Net appreciation in market value
of investments - - 19,110,838
----------- ----------- -----------
Net investment income 68,610 - 54,140,209
Contributions:
Participants 3,066,786 - 38,599,045
Corporation 3,217,828 - 38,863,983
----------- ----------- -----------
Total contributions 6,284,614 - 77,463,028
Interfund transfers (6,391,590) (460,724) -
Interest income on loans - 1,259,501 1,259,501
Amounts distributed to
participants - (672,055) (32,213,308)
New loans issued - 8,893,256 -
Loan principal payments - (5,962,142) -
Transfer due to sale of operations - (1,585,371) (54,372,952)
----------- ----------- -----------
Change in net assets available
for benefits (38,366) 1,472,465 46,276,478
Net assets available for benefits,
beginning of year 6,391,590 16,712,311 615,091,797
----------- ----------- -----------
Net assets available for benefits,
end of year $ 6,353,224 $ 18,184,776 $661,368,275
=========== =========== ===========
Unit value at end of year
Number of units outstanding
</TABLE>
The accompanying notes an integral part of this statement.
<PAGE> 7
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
RETIREMENT FUND
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Assets:
Investments:
Westcore Money Market Fund $ - $4,471
Fixed income investments - 17
Common stocks:
Georgia-Pacific Corporation,
29 shares at December 31, 1992 - 1,809
Other - 66
-------- ------
Total investments - 6,363
Cash - 1,477
Accrued investment income - 5
-------- ------
TOTAL ASSETS - 7,845
Liabilities:
Accounts payable - 1,477
-------- -----
NET ASSETS AVAILABLE FOR BENEFITS $ - $6,368
======== =====
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 8
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
RETIREMENT FUND
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Georgia-Pacific Fixed Income Equity Money Market
Stock Sub-Fund Sub-Fund Sub-Fund Sub-Fund Total
-------------- -------- -------- -------- -----
<S> <C> <C> <C> <C> <C>
Net investment income:
Interest income $ - $ - $ 1 $ - $ 1
Net depreciation in market value
of investments (56) - - - (56)
------- -------- -------- ------ -------
Net investment income (56) - 1 - (55)
Amounts distributed to
retired participants (1,908) (1,179) (2,274) (952) (6,313)
------ ------ ------ ---- ------
Change in net assets available
for benefits (1,964) (1,179) (2,273) (952) (6,368)
Net assets available for
benefits, beginning of year 1,964 1,179 2,273 952 6,368
------ ------ ------ ---- ------
Net assets available for benefits,
end of year $ - $ - $ - $ - $ -
======== ======= ======= ======= ========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE> 9
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1993 AND 1992
NOTE 1. ORGANIZATION AND PLAN DESCRIPTION
The accompanying financial statements present the statements of net assets
available for benefits and changes in net assets available for benefits of the
Georgia-Pacific Corporation Savings and Capital Growth Plan (the "Savings
Plan"). Separate financial statements are presented herein for the Savings and
Capital Growth Fund and the Retirement Fund, the two funds which comprise the
Savings Plan.
The Savings and Capital Growth Fund includes a savings component and a capital
growth component. The savings component permits any eligible salaried employee
to contribute up to 10% of compensation on a before-tax basis not to exceed
regulated maximums. The savings component's maximum matching contribution is
3.75% of compensation consisting of $.75 for every $1.00 of before-tax
contributions for the first 3% of compensation and $.50 for every $1.00 of
before-tax contributions for the next 3% of compensation. The capital growth
component provides for contributions by Georgia-Pacific Corporation (the
"Corporation") to eligible salaried employees' accounts equal to 3% of the
employee's monthly eligible earnings, provided such contributions do not exceed
$250 per month.
Participants of the Savings and Capital Growth Fund are 100% vested in their
employee contributions and capital growth contributions. Employees are vested
in the Corporation's matching contributions at the rate of 20% for each year of
service. The matching contributions also become 100% vested when an employee
reaches age 60, dies, or becomes disabled. In accordance with plan provisions,
forfeitures are used to reduce employer matching contributions.
Effective February 1, 1993, the assets of the Retirement Fund were liquidated.
Since January
<PAGE> 10
1, 1985, contributions could no longer be made to the Retirement Fund. Retired
employees with balances in this fund received their distributable interests in
monthly installments rather than as lump-sum distributions.
Savings Plan assets are held in trust funds and invested on the participant's
behalf, with all investment earnings for each fund credited to the accounts of
the participants based on their proportionate share of the fund. Vanguard
Fiduciary Trust Company (the "Trustee") is the Trustee and custodian for the
Savings and Capital Growth Fund. First Interstate Bank of Oregon served as
custodian for the Retirement Fund.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared on the accrual basis
of accounting. Certain prior year amounts have been reclassified to conform
with the current year presentation.
The Trustee performs daily valuations of the Plan's investments and makes daily
distributions to retired or terminated participants.
Investments are presented at market value, except for investments in guaranteed
investment contracts, which are presented at cost plus accrued income. Market
values of stocks and bonds are determined principally from quotations as
reported on various securities exchanges.
The net appreciation in the market value of investments in the accompanying
statement of changes in net assets available for benefits reflects the net
difference between the market value and cost at the beginning and end of the
year for assets held throughout the year, as well as the difference between the
year end market value and cost for assets purchased during the year. For
assets sold or distributed during the year, the net appreciation reflects the
net difference between the market value and the cost at the beginning of the
year and the date of disposition.
NOTE 3. INCOME TAX STATUS
The Corporation has received a favorable letter of determination from the
Internal Revenue Service (the "IRS") as to the qualified status of the Savings
Plan as amended through 1985. Accordingly, no provision for federal income
taxes has been made in the accompanying financial statements. Under the
applicable provisions of the Internal Revenue Code, a participant will not be
subject to federal income tax on either employer contributions or earnings of
the Savings Plan until such time as distributions are made to the participant.
Effective with the enactment of the Tax Reform Act of 1986, the IRS restricted
determination letter applications. During 1993, application processing was
opened up to all defined contribution plans. Accordingly, the Corporation
intends to request a new determination letter from the IRS with respect to the
Savings Plan as amended through the date of the application. In management's
opinion, the Savings Plan is currently designed and being operated in
accordance with applicable provisions of the Internal Revenue Code.
<PAGE> 11
NOTE 4. SAVINGS AND CAPITAL GROWTH FUND LOANS RECEIVABLE
The Savings Plan allows participants currently employed by the Corporation to
obtain loans equal to the lesser of $50,000 or 50% of their total vested
account balances. Loans bear interest at Bankers Trust Company's prime
interest rate plus 1%. Loan repayments are made through payroll deductions and
normally must be repaid within a five-year term. Loans become due and payable
in full once a participant terminates employment. Loans totaling $8,893,256
and $9,395,726 were made in 1993 and 1992, respectively.
NOTE 5. SAVINGS AND CAPITAL GROWTH FUND INVESTMENTS
During 1992 and 1993, assets held under the savings component of the Savings
and Capital Growth Fund were invested by the Trustee, as directed by the
participants, in one or more of four investment funds: the Interest Income
Fund, the Common Stock Fund, the Balanced Fund, and the Georgia-Pacific Stock
Fund. The savings component permits participants to divide their account
balances among these four funds in 10% increments. Participants are allowed to
change the investment of their future contributions or their existing account
balances on any business day, up to four times per calendar year for either
election. Assets held under the capital growth component are invested
exclusively in the Interest Income Fund.
The following is a description of these investment funds:
Georgia-Pacific Stock Fund - invested principally in shares of
Georgia-Pacific Corporation common stock.
Interest Income Fund - invested principally in investment contracts issued
by major insurance companies and the Vanguard Short-Term U.S. Treasury
Portfolio. The investment contracts guarantee the payment of principal
and a specific rate of interest. The Vanguard portfolio is principally
invested in short-term government bills, notes and bonds and has an
average maturity of two to three years.
Common Stock Fund - invested in the Vanguard Index Trust 500 Portfolio.
This portfolio is invested in all of the 500 stocks included in the
Standard & Poor's 500 Composite Stock Price Index in approximately the
same proportion as represented in the Index. The objective of this fund
is to approximate the performance of the Standard & Poor's 500 Composite
Stock Price Index.
Balanced Fund - invested approximately 50% in the Vanguard Bond Index Fund
- Total Bond Market Portfolio and 50% in the Vanguard Index Trust 500
Portfolio. The Vanguard Bond Index Fund invests in U.S. government bonds,
high quality corporate bonds and mortgage-backed securities. The
objective of the Vanguard Bond Index Fund is to approximate the
performance of the Lehman Brothers Aggregate Bond Index. The Vanguard
Index Trust 500 Portfolio is described above under the Common Stock Fund.
Effective January 1, 1994, certain changes were made to investment options
under the Savings and Capital Growth Fund (see Note 12).
<PAGE> 12
NOTE 6. SAVINGS AND CAPITAL GROWTH FUND CONTRIBUTIONS
Contributions to the Savings and Capital Growth Fund include the Corporation's
required capital growth contributions, voluntary employee savings contributions
and rollovers, and matching contributions by the Corporation with respect to
certain of the employee contributions (see Note 1).
Contributions are transferred to the Trustee on the last business day of each
month and invested in short-term interest bearing securities until they can be
credited to participants' accounts and invested in accordance with
participants' investment elections. The December 1992 and 1993 contributions
are recorded as unallocated contributions in the accompanying financial
statements. Earnings on the short-term investments are allocated to
participants' accounts twice each year.
NOTE 7. WITHDRAWALS AND TERMINATION
Under the Savings and Capital Growth Fund, a participant may withdraw all or a
portion of his account balance related to his after-tax contributions at any
time but is limited to one withdrawal per year. For withdrawals of after-tax
contributions made in 1987 or later, a portion of such withdrawals will be
treated as investment income subject to income taxes in the year received.
Contributions excluded from gross income for federal income tax purposes can be
withdrawn only in the case of a financial hardship and are subject to taxes in
the year received. The withdrawals (either full or partial) are paid in cash.
Withdrawals of before-tax contributions result in a suspension of the right to
make employee contributions to the Plan for a period of at least twelve months.
In the event of a Participant's death, retirement, or disability, the
Participant or his beneficiary receives in cash and/or Georgia-Pacific
Corporation common stock his entire account balance. Alternatively,
Participants may elect an annuity option. If termination occurs for other
reasons, only vested amounts are distributed to the Participant, and nonvested
amounts are forfeited. Such forfeitures are used to
<PAGE> 13
reduce the Corporation's future contribution. If a former Participant returns
to the employment of the Corporation within five years of the termination date,
previously forfeited amounts are reinstated to the Participant's account.
NOTE 8. PLAN TERMINATION
The Corporation has reserved the right to amend, modify, suspend, or terminate
the Plan at any time. In the event the Corporation terminates the Plan, each
participant's account balance would be fully vested.
NOTE 9. RETIREMENT FUND INVESTMENTS
Assets held under the Retirement Fund were invested, as directed by the
participants, in one or more of four investment sub-funds: the Georgia-Pacific
Stock Sub-Fund, the Fixed Income Sub-Fund, the Equity Sub-Fund and the Money
Market Sub-Fund. Participants were permitted to divide their account balances
among the four sub-funds in 25% increments and to change their investment
elections quarterly. The following is a description of the investment
sub-funds:
Georgia-Pacific Stock Sub-Fund - invested principally in shares of
Georgia-Pacific Corporation common stock.
Fixed Income Sub-Fund - invested principally through a mutual fund
portfolio of fixed income securities (corporate bonds and notes,
government and government agency bonds and notes, mortgage-backed
securities, etc.) selected and maintained by First Interstate Bank of
Oregon.
Equity Sub-Fund - invested principally through a mutual fund portfolio of
common stocks, options, warrants, and convertible securities selected and
maintained by First Interstate Bank of Oregon.
Money Market Sub-Fund - invested principally through a mutual fund
portfolio of money market instruments (commercial paper, bankers
acceptance drafts, certificates of deposit, government and government
agency securities, etc.) selected and maintained by First Interstate Bank
of Oregon.
NOTE 10. TRANSFER DUE TO SALE OF OPERATIONS
During 1993, assets with a market value of $54,372,952 were transferred from
the Savings and Capital Growth Fund as a result of a sale of certain
operations. Amounts transferred represented participants' account balances
and loans receivable from participants of the operations sold.
NOTE 11. LIQUIDATION OF RETIREMENT FUND
During February 1993, the remaining assets of the Retirement Fund were
distributed to participants and the Fund was liquidated.
<PAGE> 14
NOTE 12. SUBSEQUENT EVENT
On January 1, 1994, the Savings Plan was amended to allow participants to elect
to change the investment of their future contributions or existing balances in
the savings component and the capital growth component up to a maximum of four
times a year plus once a quarter. The Savings Plan was also amended to provide
two additional investment funds - the Money Market Fund and the Bond Index
Fund. The Money Market Fund is invested in the Vanguard Money Market Reserves
- - - - U.S. Treasury Portfolio. The portfolio is invested exclusively in U. S.
Government obligations. The Bond Index Fund is invested in the Vanguard Bond
Index Fund - Total Bond Market Portfolio. This portfolio is invested in
government, corporate and mortgage - backed securities. The objective of the
Bond Index Fund is to approximate the performance of the Lehman Brothers
Aggregate Bond Index.
NOTE 13. FORM 5500
Net assets available for benefits as presented on Form 5500 agree to the net
assets available for benefits presented in the accompanying financial
statements for the years ended December 31, 1992 and 1993.
<PAGE> 15
SCHEDULE I
Page 1
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
SAVINGS AND CAPITAL GROWTH FUND
ITEM 27(A) -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Shares
or Face
Amount Cost Market
------ ---- ------
<S> <C> <C> <C>
GEORGIA-PACIFIC STOCK FUND
Georgia-Pacific Corporation common stock* 1,485,037 $73,969,112 $102,096,294
Vanguard Money Market Reserves U.S.
Treasury Portfolio * 2,486,861 2,486,861 2,486,861
---------- -----------
76,455,973 104,583,155
---------- -----------
INTEREST INCOME FUND
Guaranteed investment contracts:
Participation in Group Annuity Contract
#13796-001 with Aetna Life Insurance Co.
9.38% due July 1, 1996 23,512,328 23,512,328 23,512,328
Participation in Group Annuity Contract
#12108 with Metropolitan Life Insurance
Co. 8.56% due July 1, 1995 24,027,169 24,027,169 24,027,169
Participation in Group Annuity Contract
#13796-0002 with Aetna Life Insurance
Co. 8.69% due January 31, 1996 18,027,421 18,027,421 18,027,421
Participation in Group Annuity Contract
#GA-06002 with New York Life Insurance
Co. 9.05% due April 1, 1996 24,714,736 24,714,736 24,714,736
Participation in Group Annuity Contract
#GA-06043 with New York Life Insurance
Co. 8.62% due January 2, 1996 24,071,577 24,071,577 24,071,577
Participation in Group Annuity Contract
#13796-0003 with Aetna Life Insurance
Co. 8.71% due January 2, 1997 11,991,855 11,991,855 11,991,855
Participation in Group Annuity Contract
#10335-5 with Metropolitan Life Insurance
Co. 9.06% due January 2, 1994 21,844,125 21,844,125 21,844,125
Participation in Group Annuity Contract
#4810 with Allstate Life Insurance Co.
8.98% due September 30, 1994 6,629,618 6,629,618 6,629,618
</TABLE>
The accompanying note are an integral part of this schedule.
<PAGE> 16
SCHEDULE I
Page 2
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
SAVINGS AND CAPITAL GROWTH FUND
ITEM 27(A) -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Shares
or Face
Amount Cost Market
------ ---- ------
<S> <C> <C> <C>
Guaranteed investment contracts:
Participation in Group Annuity Contract
#87817-3 with Principal Mutual Life
Insurance Co. 8.62% due March 31, 1995 9,146,629 $ 9,146,629 $ 9,146,629
Participation in Group Annuity Contract
#11314 with Metropolitan Life Insurance
Co. 8.67% due January 1, 1995 12,442,437 12,442,437 12,442,437
Participation in Group Annuity Contract
#116167 with Metropolitan Life Insurance
Co. 9.39% due September 30, 1995 13,432,382 13,432,382 13,432,382
Participation in Group Annuity Contract
#5724-213 with Prudential Insurance Co.
9.16% due July 1, 1994 12,762,361 12,762,361 12,762,361
Participation in Group Annuity Contract
#13796 with Aetna Life Insurance Co.
9.34% due October 1, 1996 16,653,707 16,653,707 16,653,707
Participation in Group Annuity Contract
#080 with Sun Life Insurance Co. of
America 8.93% due March 31, 1994 1,310,331 1,310,331 1,310,331
Participation in Group Annuity Contract
#20634-2 with Northwestern National
Life Insurance Co. 9.45% due
March 31, 1994 4,920,763 4,920,763 4,920,763
Vanguard Short-Term U.S. Treasury Portfolio * 19,581,862 203,691,739 203,259,732
Vanguard Money Market Reserves U.S. Treasury
Portfolio * 6,922 6,922 6,922
----------- -----------
TOTAL INTEREST INCOME FUND 429,186,100 428,754,093
----------- -----------
</TABLE>
The accompanying notes are an integral part of this schedule.
<PAGE> 17
SCHEDULE I
Page 3
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
SAVINGS AND CAPITAL GROWTH FUND
ITEM 27(A) -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Shares
or Face
Amount Cost Market
------ ---- ------
<S> <C> <C> <C>
COMMON STOCK FUND
Vanguard Index Trust 500 Portfolio * 1,929,723 $ 76,575,803 $ 84,579,767
----------- -----------
BALANCED FUND
Vanguard Index Trust 500 Portfolio * 228,793 9,516,238 10,027,998
Vanguard Bond Index Fund * 1,001,332 10,098,942 10,073,395
----------- -----------
TOTAL BALANCED FUND 19,615,180 20,101,393
----------- -----------
UNALLOCATED CONTRIBUTIONS
Vanguard Money Market Reserves
U.S. Treasury Portfolio * 6,237,774 6,237,774 6,237,774
----------- -----------
PARTICIPANTS' LOANS RECEIVABLE *
(Interest rates range from 7% to 12.5%) 18,184,776 18,184,776
----------- -----------
TOTAL INVESTMENTS $626,255,606 $662,440,958
=========== ===========
</TABLE>
* Represents a party-in-interest to the Plan.
The accompanying notes are an integral part of this schedule.
<PAGE> 18
SCHEDULE II
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27(D)--SCHEDULE OF REPORTABLE TRANSACTIONS*
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Purchases Sales
---------------------- ------------------------------------------------------
Number Amount Number Cost Proceeds Gain
------ ------ ------ ---- -------- ----
<S> <C> <C> <C> <C> <C> <C>
GEORGIA-PACIFIC
STOCK FUND
Georgia-Pacific
Corporation common
stock 89 $ 28,506,333 98 $33,040,961 $44,671,307 $11,630,346
Vanguard Money
Market Reserves U.S.
Treasury Portfolio 113 29,648,073 121 27,161,213 27,161,213 -
INTEREST INCOME FUND
Vanguard Short-Term
U.S. Treasury
Portfolio 107 124,962,993 146 57,720,508 58,217,378 496,870
BALANCED FUND
Vanguard Bond
Index Fund 167 7,558,673 70 1,793,586 1,836,444 42,858
Vanguard Index Trust
500 Portfolio 150 7,161,717 83 1,779,011 1,883,781 104,770
COMMON STOCK FUND
Vanguard Index Trust
500 Portfolio 233 27,722,397 241 20,648,143 22,579,507 1,931,364
UNALLOCATED CONTRIBUTIONS
Vanguard Money
Market Reserves U.S.
Treasury Portfolio 12 77,440,040 12 77,501,189 77,501,189 -
</TABLE>
* The above represents a series of transactions in securities of the same
issue in excess of 5% of the plan assets at the beginning of the year.
The accompanying notes are an integral part of this schedule.
<PAGE> 19
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
By: GEORGIA-PACIFIC CORPORATION,
as Plan Administrator
Date: June 27, 1994. By: /s/ John F. McGovern
----------------------------------
John F. McGovern
Senior Vice President - Finance
and Chief Financial Officer of
Georgia-Pacific Corporation
<PAGE> 20
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
23 Consent of Arthur Andersen & Co. *
. . . . . . . . . . . . . . . . . . . . .
* - Filed by EDGAR
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into Georgia-Pacific Corporation's
previously filed Registration Statement File No. 33-48328.
/s/ Arthur Andersen & Co.
Atlanta, Georgia
June 24, 1994
