<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 year ended December 31, 1994
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, 1994 AND 1993
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, 1994 AND 1993
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits with Fund
Information--December 31, 1994 and 1993
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the Year Ended December 31, 1994
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27(a)--Schedule of Assets Held for Investment
Purposes--December 31, 1994
Schedule II: Item 27(d)--Schedule of Reportable Transactions for the
Year Ended December 31, 1994
<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 (the "Plan") as of December 31, 1994 and 1993, and the
related statement of changes in net assets available for benefits with fund
information for the year ended December 31, 1994. 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 as of December 31,
1994 and 1993 and the changes in net assets available for benefits for the year
ended December 31, 1994 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 statements of net assets available for benefits and statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and the
changes in net assets available for 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 LLP
May 22, 1995
Atlanta, Georgia
<PAGE> 5
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Interest Income Georgia-Pacific Common Balanced Bond
Fund Stock Fund Stock Fund Fund Fund
---- ---------- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
Assets:
Contribution receivable $ 0 $ 0 $ 0 $ 0 $ 0
Accrued income 1,019,359 0 0 62,461 0
Other receivables 323,793 0 0 20,542 93,890
Due from other funds 9,743 452,702 101,475 67,752 4,931
Investments, at market value:
Master Trust 0 160,714,755 0 0 0
Guaranteed insurance
contracts 188,994,561 0 0 0 0
Mutual funds 210,613,440 0 96,166,192 22,580,390 2,392,674
Participants' loans 0 0 0 0 0
------------ ------------ ----------- ----------- ----------
Total investments 399,608,001 160,714,755 96,166,192 22,580,390 2,392,674
------------ ------------ ----------- ----------- ----------
TOTAL ASSETS 400,960,896 161,167,457 96,267,667 22,731,145 2,491,495
============ ============ =========== =========== ==========
Liabilities:
Due to other funds 494,346 12,117 32,132 36,771 98,821
Other payables 64,764 440,585 69,343 0 0
------------ ------------ ----------- ----------- ----------
TOTAL LIABILITIES 559,110 452,702 101,475 36,771 98,821
------------ ------------ ----------- ----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS
$400,401,786 $160,714,755 $96,166,192 $22,694,374 $2,392,674
------------ ------------ ----------- ----------- ----------
<CAPTION>
Participants'
Money Unallocated Loans
Market Fund Contributions Receivable Total
----------- ------------- ---------- -----
<S> <C> <C> <C> <C>
Assets:
Contribution receivable $ 0 $ 198,869 $ 0 $ 198,869
Accrued income 0 0 0 1,081,820
Other receivables 0 0 0 438,225
Due from other funds 37,584 0 0 674,187
Investments, at market value:
Master Trust 0 0 0 160,714,755
Guaranteed insurance
contracts 0 0 0 188,994,561
Mutual funds 7,819,509 6,259,397 0 345,831,602
Participants' loans 0 0 19,411,372 19,411,372
---------- ---------- ----------- ------------
Total investments 7,819,509 6,259,397 19,411,372 714,952,290
---------- ---------- ----------- ------------
TOTAL ASSETS 7,857,093 6,458,266 19,411,372 717,345,391
---------- ---------- ----------- ------------
Liabilities:
Due to other funds 0 0 0 674,187
Other payables 37,584 0 0 612,276
---------- ---------- ----------- ------------
TOTAL LIABILITIES 37,584 0 0 1,286,463
---------- ---------- ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS
$7,819,509 $6,458,266 $19,411,372 $716,058,928
========== ========== =========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 6
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Interest Income Georgia-Pacific Common Balanced Unallocated
Fund Stock Fund Stock Fund Fund Contributions
---- ---------- ---------- ---- -------------
<S> <C> <C> <C> <C> <C>
Assets:
Contribution receivable $ 0 $ 0 $ 0 $ 0 $ 115,450
Accrued income 779,542 1,455 0 48,073 0
Other receivables 127,998 39,037 87,019 0 0
Due from other funds 812,457 774,210 0 101,780 0
Investments, at market value:
Common stock 0 102,096,294 0 0 0
Guaranteed insurance
contracts 225,487,439 0 0 0 0
Mutual funds 203,266,654 2,486,861 84,579,767 20,101,393 6,237,774
Participants' loans 0 0 0 0 0
------------ ------------ ----------- ----------- ----------
Total investments 428,754,093 104,583,155 84,579,767 20,101,393 6,237,774
------------ ------------ ----------- ----------- ----------
TOTAL ASSETS 430,474,090 105,397,857 84,666,786 20,251,246 6,353,224
------------ ------------ ----------- ----------- ----------
Liabilities:
Due to brokers 0 1,972,902 0 0 0
Due to other funds 919,530 578,123 87,019 103,775 0
Other payables 166,557 131,177 0 621 0
------------ ------------ ----------- ----------- ----------
TOTAL LIABILITIES 1,086,087 2,682,202 87,019 104,396 0
------------ ------------ ----------- ----------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $429,388,003 $102,715,655 $84,579,767 $20,146,850 $6,353,224
============ ============ =========== =========== ==========
<CAPTION>
Participants'
Loans
Receivable Total
---------- -----
<S> <C> <C>
Assets:
Contribution receivable $ 0 $ 115,450
Accrued income 0 829,070
Other receivables 0 254,054
Due from other funds 0 1,688,447
Investments, at market value:
Common stock 0 102,096,294
Guaranteed insurance
contracts 0 225,487,439
Mutual funds 0 316,672,449
Participants' loans 18,184,776 18,184,776
----------- ------------
Total investments 18,184,776 662,440,958
----------- ------------
TOTAL ASSETS 18,184,776 665,327,979
----------- ------------
Liabilities:
Due to brokers 0 1,972,902
Due to other funds 0 1,688,447
Other payables 0 298,355
----------- ------------
TOTAL LIABILITIES 0 3,959,704
----------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS $18,184,776 $661,368,275
=========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 7
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Georgia-
Interest Pacific Common Balanced Bond
Income Fund Stock Fund Stock Fund Fund Fund
----------- ---------- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
Net investment income:
Cash dividends, Georgia-Pacific
common stock $ 0 $ 1,414,339 $ 0 $ 0 $ 0
Interest and dividends 27,398,444 32,878 2,924,460 1,228,800 142,295
Net gain from Master Trust 0 11,870,773 0 0 0
Net appreciation (depreciation)
in market value of investments (12,084,409) 214,724 (1,883,726) (1,464,295) (229,534)
------------ ------------ ----------- ----------- ----------
Net investment income 15,314,035 13,532,714 1,040,734 (235,495) (87,239)
Contributions:
Participants 16,486,407 8,557,274 7,869,426 2,790,360 322,136
Corporation 17,938,182 7,282,855 6,719,827 1,888,185 210,591
------------ ------------ ----------- ----------- ----------
Total contributions 34,424,589 15,840,129 14,589,253 4,678,545 532,727
Interfund transfers (39,947,963) 34,118,291 1,721,980 (275,255) 2,218,298
Interest income on loans 0 0 0 0 0
Amounts distributed to
participants (38,012,059) (5,330,802) (5,627,717) (1,633,955) (295,612)
New loans issued (4,880,228) (1,796,538) (1,304,514) (296,425) (8,179)
Loan principal payments 4,123,839 1,636,526 1,172,949 310,159 32,859
Loan fees (8,430) (1,220) (6,260) (50) (180)
------------ ------------ ----------- ----------- ----------
Change in net assets available
for benefits (28,986,217) 57,999,100 11,586,425 2,547,524 2,392,674
Net assets available for
benefits, beginning of year 429,388,003 102,715,655 84,579,767 20,146,850 0
------------ ------------ ----------- ----------- ----------
Net assets available for
benefits, end of year $400,401,786 $160,714,755 $96,166,192 $22,694,374 $2,392,674
============ ============ =========== =========== ==========
Number of units outstanding 40,553,998 14,945,056 2,237,984 2,216,269 260,924
============ ============ =========== =========== ==========
Unit value at end of year $ 9.87 $ 10.75 $ 42.97 $ 10.24 $ 9.17
============ ============ =========== =========== ==========
<CAPTION>
Money Participants'
Market Unallocated Loans
Fund Contributions Receivable Total
---- ------------- ---------- -----
<S> <C> <C> <C> <C>
Net investment income:
Cash dividends, Georgia-Pacific
common stock $ 0 $ 0 $ 0 $ 1,414,339
Interest and dividends 192,508 152,223 0 32,071,608
Net gain from Master Trust 0 0 0 11,870,773
Net appreciation (depreciation)
in market value of investments 0 0 0 (15,447,240)
----------- ----------- ----------- ------------
Net investment income 192,508 152,223 0 29,909,480
Contributions:
Participants 313,008 3,118,127 0 39,456,738
Corporation 338,971 3,017,555 0 37,396,166
----------- ----------- ----------- ------------
Total contributions 651,979 6,135,682 0 76,852,904
Interfund transfers 8,347,512 (6,182,863) 0 0
Interest income on loans 0 0 1,354,416 1,354,416
Amounts distributed to
participants (1,392,022) 0 (1,117,720) (53,409,887)
New loans issued (22,548) 0 8,308,432 0
Loan principal payments 42,200 0 (7,318,532) 0
Loan fees (120) 0 0 (16,260)
----------- ----------- ----------- ------------
Change in net assets available
for benefits 7,819,509 105,042 1,226,596 54,690,653
Net assets available for
benefits, beginning of year 0 6,353,224 18,184,776 661,368,275
----------- ----------- ----------- ------------
Net assets available for
benefits, end of year $ 7,819,509 $ 6,458,266 $19,411,372 $716,058,928
=========== =========== =========== ============
Number of units outstanding 7,819,509
===========
Unit value at end of year $ 1.00
===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 8
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1994 AND 1993
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 Plan 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 Plan 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. At December 31, 1994,
forfeited non-vested accounts totalled $509.00, which will reduce future
contributions and forfeitures of $165,000 were used to reduce the
Corporation's contributions during 1994.
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
Plan.
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 which
approximate market value. Market values of stocks and bonds are determined
principally from quotations as reported on various securities exchanges.
The net appreciation (depreciation) 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.
<PAGE> 9
The net appreciation (depreciation) in the market value of investments by major
investment categories is as follows:
<TABLE>
<S> <C>
Georgia-Pacific common stock $ 214,724
Mutual funds (15,661,964)
------------
Net depreciation $(15,447,240)
============
</TABLE>
NOTE 3. INCOME TAX STATUS
The Corporation received a favorable letter of determination from the Internal
Revenue Service (the "IRS") as to the qualified status of the 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 Plan until such time as
distributions are made to the participant.
On March 31, 1995 the Corporation submitted the Plan to the IRS to request a
favorable determination letter on the Plan as amended and restated effective
January 1, 1989, and which includes amendments through December 31, 1994. In
management's opinion, the Plan is currently designed and being operated in
accordance with applicable provisions of the Internal Revenue Code.
NOTE 4. LOANS RECEIVABLE
The 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 $8,308,432 and $8,893,256
were made in 1994 and 1993, respectively.
NOTE 5. INVESTMENTS
During 1994, assets held under the Plan were invested by the Trustee, as
directed by the participants, in one or more of six investment funds: the
Interest Income Fund, the Common Stock Fund, the Balanced Fund, the
Georgia-Pacific Stock Fund, the Bond Fund, and the Money Market Fund. The Plan
permits participants to change the investment of future contributions or
existing balances up to a maximum of four times a year plus once a quarter.
The Bond Fund and the Money Market fund were added as investment funds January
1, 1994.
The following is a description of these investment funds:
Georgia-Pacific Stock Fund - invested principally in shares of
Georgia-Pacific Corporation common stock. The market value of the
Georgia-Pacific Stock Fund Master Trust investment at December 31, 1994,
$160,714,755, exceeded 5% of net assets. The market value of the
Georgia-Pacific Corporation common stock investment at December 31, 1993,
$102,096,294, exceeded 5% of net assets.
<PAGE> 10
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, a fixed income mutual
fund, is principally invested in short-term government bills, notes and
bonds and has an average maturity of two to three years. The market value
of the Vanguard Short-Term U.S. Treasury Portfolio investment at December
31, 1994 and 1993, $210,613,440 and $203,259,732, respectively, exceeded 5%
of net assets.
Common Stock Fund - invested in the Vanguard Index Trust 500 Portfolio, an
equity mutual fund. 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. The investment market value of the
Portfolio at December 31, 1994, and 1993 of $107,434,412 and $94,607,765,
respectively, exceeded 5% of net assets.
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, a fixed income mutual 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, an equity mutual fund, is
described above under the Common Stock Fund.
Money Market Fund - invested in the Vanguard Money Market Reserves - U.S.
Treasury Portfolio, a money market mutual fund. The Portfolio is invested
exclusively in U.S. Government obligations.
Bond Fund - invested in the Vanguard Bond Index Fund - Total Bond Market
Portfolio, a fixed income mutual fund. This fund is described above under
the Balanced Fund.
NOTE 6. MASTER TRUST
Effective June 8, 1994, the assets of the Georgia-Pacific Stock Fund were
transferred into the Georgia-Pacific Stock Fund Master Trust (the "Master
Trust"). The Master Trust was established to hold, administer and invest the
assets of the Georgia-Pacific Stock Funds of several defined contribution plans
qualified under Internal Revenue Code section 401(k). These plans are
administered by Georgia-Pacific Corporation. Each participating plan's
interest in the Master Trust is based upon the market value of assets
transferred.
The market value of the Master Trust is allocated to the individual
participating plans based upon the relative value of the assets of each Plan.
Interest income, dividends, and gains and losses (both realized and unrealized)
are allocated daily to the individual participating plans based upon the
relative market values at the beginning of each day.
The Plan's interest in the assets of the Master Trust is included in the
accompanying schedule of assets held for investment purposes under the
"Georgia-Pacific Stock Fund Master Trust." A summary of the Master Trust's
major classifications of investments as of December 31, 1994 is shown below:
<PAGE> 11
<TABLE>
<CAPTION>
December 31
1994
------------
<S> <C>
Investments (at market):
Georgia-Pacific Corporation
common stock $172,932,403
Vanguard Money Market
Reserves U.S. Treasury
Portfolio 2,526,180
------------
Total investments 175,458,583
------------
Receivables:
Interest 9,606
Other receivables 825,079
------------
Total receivables 834,685
------------
Less:
Payables 68,617
Due to brokers 1,680,111
------------
Total payables 1,748,728
------------
Net assets $174,544,540
============
</TABLE>
A summary of income and net appreciation of the Master Trust, which comprises
the net investment gain for all participating plans for the period from June 8,
1994 through December 31, 1994, is shown below:
<TABLE>
<S> <C>
Interest income $ 63,892
Dividends 1,677,868
Net appreciation in
market value of investments 11,824,448
-----------
Net investment gain from
Master Trust $13,566,208
===========
</TABLE>
<PAGE> 12
Allocations to participating plans of net investment gain for the period June
8, 1994 through December 31, 1994 and net assets as of December 31, 1994 are
shown below for the Master Trust:
<TABLE>
<S> <C> <C>
Georgia-Pacific Corporation
Savings and Capital
Growth Plan $ 11,870,773
All other plans 1,695,435
------------
Net investment gain from
Master Trust $ 13,566,208
============
Georgia-Pacific Corporation
Savings and Capital
Growth Plan $160,714,755 92.08%
All other plans 13,829,785 7.92
------------ ------
Net assets of the Master Trust $174,544,540 100.00%
============ ======
</TABLE>
NOTE 7. CONTRIBUTIONS
Contributions to the Plan 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 1994 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 8. WITHDRAWALS AND TERMINATION
Under the Plan, 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.
<PAGE> 13
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 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 9. 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 10. 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, 1994 and 1993.
NOTE 11. EVENT SUBSEQUENT TO DATE OF AUDITORS' REPORT
The Plan has been amended to provide an additional investment fund, the
International Fund, effective July 3, 1995. The fund will invest in the
Vanguard International Growth Portfolio, an international equity mutual fund
which invests in the stocks of companies outside the United States that have
above average growth potential. The investment objective of this fund is
long-term capital appreciation.
<PAGE> 14
SCHEDULE I
Page 1
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27(a) -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Shares
or Face
Amount Cost Market
------ ---- ------
<S> <C> <C> <C>
GEORGIA-PACIFIC STOCK FUND
Georgia-Pacific Stock Fund Master Trust * 14,945,066 $73,969,112 $160,714,755
----------- ------------
INTEREST INCOME FUND
Guaranteed investment contracts:
Participation in Group Annuity Contract
#13796-001 with Aetna Life Insurance Co.
9.38% due July 1, 1996 25,717,785 25,717,785 25,717,785
Participation in Group Annuity Contract
#12108 with Metropolitan Life Insurance
Co. 8.56% due July 1, 1995 21,189,350 21,189,350 21,189,350
Participation in Group Annuity Contract
#13796-0002 with Aetna Life Insurance
Co. 8.69% due January 31, 1996 19,594,004 19,594,004 19,594,004
Participation in Group Annuity Contract
#GA-06002 with New York Life Insurance
Co. 9.05% due April 1, 1996 26,951,419 26,951,419 26,951,419
Participation in Group Annuity Contract
#GA-06043 with New York Life Insurance
Co. 8.62% due January 2, 1996 26,146,547 26,146,547 26,146,547
Participation in Group Annuity Contract
#13796-0003 with Aetna Life Insurance
Co. 8.71% due January 2, 1997 13,036,345 13,036,345 13,036,345
Participation in Group Annuity Contract
#87817-3 with Principal Mutual Life
Insurance Co. 8.62% due March 31, 1995 9,935,068 9,935,068 9,935,068
Participation in Group Annuity Contract
#11314 with Metropolitan Life Insurance
Co. 8.67% due January 3, 1995 13,521,196 13,521,196 13,521,196
Participation in Group Annuity Contract
#116167 with Metropolitan Life Insurance
Co. 9.39% due September 30, 1995 14,693,683 14,693,683 14,693,683
Participation in Group Annuity Contract
#1376-0001 with Aetna Life Insurance
Co. 9.34% due October 1, 1996 18,209,164 18,209,164 18,209,164
</TABLE>
<PAGE> 15
SCHEDULE I
Page 2
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27(a) -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Shares
or Face
Amount Cost Market
------ ---- ------
<S> <C> <C> <C>
Vanguard Short-Term U.S. Treasury Portfolio * 21,513,119 $219,534,568 $210,613,440
---------- ------------ ------------
TOTAL INTEREST INCOME FUND 408,529,129 399,608,001
------------ ------------
COMMON STOCK FUND
Vanguard Index Trust 500 Portfolio * 2,237,984 91,111,661 96,166,192
------------ ------------
BALANCED FUND
Vanguard Index Trust 500 Portfolio * 262,235 11,123,691 11,268,220
Vanguard Bond Index Fund * 1,233,606 12,135,196 11,312,170
------------ ------------
TOTAL BALANCED FUND 23,258,887 22,580,390
------------ ------------
BOND FUND
Vanguard Bond Index Fund * 260,924 2,520,268 2,392,674
------------ ------------
MONEY MARKET FUND
Vanguard Money Market Reserves
U.S. Treasury Portfolio * 7,819,509 7,819,509 7,819,509
------------ ------------
UNALLOCATED CONTRIBUTIONS
Vanguard Money Market Reserves
U.S. Treasury Portfolio * 6,259,397 6,259,397 6,259,397
------------ ------------
PARTICIPANTS' LOANS RECEIVABLE *
(Interest rates range from 7% to 12.5%) 19,411,372 19,411,372
------------ ------------
TOTAL INVESTMENTS $632,879,335 $714,952,290
============ ============
</TABLE>
* Represents a party-in-interest to the Plan.
The accompanying notes are an integral part of this schedule.
<PAGE> 16
SCHEDULE II
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27(d)--SCHEDULE OF REPORTABLE TRANSACTIONS*
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Purchases Sales
--------------------- ------------------------------------------------------
Gain
Number Amount Number Cost Proceeds (Loss)
------ ------ ------ ---- -------- ------
<S> <C> <C> <C> <C> <C> <C>
GEORGIA-PACIFIC STOCK FUND
Georgia-Pacific Corporation
common stock 42 $ 42,416,718 32 $ 2,639,940 $ 3,633,897 $ 993,957
Vanguard Money Market
Reserves U.S. Treasury
Portfolio 113 29,648,073 121 27,161,213 27,161,213 0
Georgia-Pacific Stock Fund
Master Trust 248 107,740,990 241 51,524,877 60,170,216 8,645,339
INTEREST INCOME FUND
Vanguard Short-Term U.S.
Treasury Portfolio 85 124,566,995 166 107,480,161 104,853,102 (2,627,059)
BALANCED FUND
Vanguard Bond Index Fund 129 7,019,058 119 4,982,804 4,713,450 (269,354)
Vanguard Index Trust 500
Portfolio 118 6,492,102 134 6,518,986 6,642,254 123,268
COMMON STOCK FUND
Vanguard Index Trust 500
Portfolio 228 36,944,319 241 22,446,829 23,474,168 1,027,339
MONEY MARKET FUND
Vanguard Money Market
Reserves U. S. Treasury
Portfolio 193 22,114,256 87 14,280,046 14,280,046 0
BOND FUND
Vanguard Bond Index Fund 163 5,083,094 83 2,562,826 2,460,886 (101,940)
UNALLOCATED CONTRIBUTIONS
Vanguard Money Market
Reserves U.S. Treasury
Portfolio 12 74,160,294 12 74,305,333 74,305,333 0
</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> 17
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, 1995 BY: /s/ JOHN F. MCGOVERN
---------------------------------------
JOHN F. MCGOVERN
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
GEORGIA-PACIFIC CORPORATION
<PAGE> 18
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
23 Consent of Arthur Andersen LLP*
----------------------------------------
* - 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 LLP
Atlanta, Georgia
June 26, 1995
