<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 four month period ended January 31, 1995
/ / 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 Investment
Plan for Certain Non-Union Hourly Employees of Butler Paper Company and Leaf
River Forest Products, Inc.
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 INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
FINANCIAL STATEMENTS AND SCHEDULE
JANUARY 31, 1995 AND SEPTEMBER 30, 1994
TOGETHER WITH
AUDITORS' REPORT
<PAGE> 3
GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
FINANCIAL STATEMENTS AND SCHEDULE
JANUARY 31, 1995 AND SEPTEMBER 30, 1994
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits--January 31, 1995 and
September 30, 1994
Statement of Changes in Net Assets Available for Benefits for the Four
Month Period Ended January 31, 1995
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
SCHEDULE SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27(d)--Schedule of Reportable Transactions
for the Four Month Period Ended January 31, 1995
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Georgia-Pacific Corporation:
We have audited the accompanying statements of net assets available for
benefits of the GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN FOR CERTAIN
NON-UNION HOURLY EMPLOYEES OF BUTLER PAPER COMPANY AND LEAF RIVER FOREST
PRODUCTS, INC. as of January 31, 1995 and September 30, 1994 and the related
statement of changes in net assets available for benefits for the four month
period ended January 31, 1995. These financial statements and the schedule
referred to below are the responsibility of the plan administrator. Our
responsibility is to express an opinion on these financial statements and
schedule 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 Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. as of
January 31, 1995 and September 30, 1994 and the changes in its net assets
available for benefits for the four month period ended January 31, 1995 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 schedule of reportable
transactions is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is 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 the 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 plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedule 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
Atlanta, Georgia
July 25, 1995
<PAGE> 5
GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
JANUARY 31, 1995
<TABLE>
<CAPTION>
Fixed
Common Investment Georgia-Pacific
Stock Fund Fund Stock Fund Total
---------- ---- ---------- --------
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS $ 0 $ 0 $ 0 $ 0
==== ==== === ===
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 6
GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
Fixed
Common Investment Georgia-Pacific
Stock Fund Fund Stock Fund Total
---------- ---- ---------- ---------
<S> <C> <C> <C> <C>
Assets:
Investments, at market value:
Mutual funds $121,690 $378,208 $ 1,557 $501,455
Common stock 0 0 34,655 34,655
-------- -------- ------- --------
Total investments 121,690 378,208 36,212 536,110
Contributions receivable 4,197 9,198 1,149 14,544
-------- -------- ------- --------
Total assets 125,887 387,406 37,361 550,654
Liabilities:
Due to brokers 0 0 1,300 1,300
-------- -------- ------- --------
NET ASSETS AVAILABLE FOR BENEFITS $125,887 $387,406 $36,061 $549,354
======== ======== ======= ========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 7
GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
FOR THE FOUR MONTH PERIOD ENDED JANUARY 31, 1995
<TABLE>
<CAPTION>
Georgia-
Common Fixed Pacific
Stock Investment Stock
Fund Fund Fund Total
-------- ---------- ---------- -----
<S> <C> <C> <C> <C>
Contributions:
Participants' $ 11,442 $ 20,893 $ 2,491 $ 34,826
Company matching 4,460 9,073 862 14,395
--------- --------- --------- ---------
Total contributions 15,902 29,966 3,353 49,221
Net investment income:
Interest and dividends 1,961 7,619 191 9,771
Net appreciation (depreciation) in
market value of investments 1,617 (1,601) (2,116) (2,100)
--------- --------- --------- ---------
Net investment income (loss) 3,578 6,018 (1,925) 7,671
Amounts distributed to participants 0 (8,664) 0 (8,664)
Transfer to affiliated plan (145,367) (414,726) (37,489) (597,582)
--------- --------- --------- ---------
Change in net assets available
for benefits (125,887) (387,406) (36,061) (549,354)
Net assets available for benefits,
beginning of period 125,887 387,406 36,061 549,354
--------- --------- --------- ---------
Net assets available for benefits,
end of period $ 0 $ 0 $ 0 $ 0
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 8
GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
JANUARY 31, 1995 AND SEPTEMBER 30, 1994
NOTE 1. DESCRIPTION OF THE PLAN AND BENEFITS
The Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. (the
"Plan") is a voluntary contributory profit-sharing plan adopted October 1,
1984. Certain groups of non-union employees ("Participants") of affiliates of
Great Northern Nekoosa Corporation (the "Company") are eligible to participate
in the Plan. The Plan was amended and restated as of October 1, 1989. Also,
see Note 6 regarding the Plan merger and the related transfer of Plan assets.
ELIGIBILITY
Non-union employees at certain locations as identified in the Plan shall be
eligible to participate in the Plan on the first day of any calendar quarter
following the completion of one year of service.
CONTRIBUTIONS
Participants may contribute up to 10% of their compensation as defined, on a
before-tax basis but not to exceed the maximum specified by federal tax law.
The Plan allows rollover contributions from other qualified retirement plans.
The Company will match 50% of each Participant's contributions, up to the first
4% or 6% of compensation, depending upon the provisions negotiated for the
participation of a given location.
Participants may allocate their contributions and Company contributions among
the investment options in 10% increments and change their investment elections
on any business day up to four times per year. (See Note 3 for a description
of the various investment options).
VESTING
Participants vest immediately in their own contributions and earnings thereon.
Each Participant shall become fully vested in Company matching contributions
after five years of service or disability, or retirement, or in the event of
death while employed. In any other event, company matching contributions vest
at the rate of 20% per year.
WITHDRAWALS
A Participant may withdraw all or a portion of his account balance related to
his after-tax contributions once during each twelve month period. 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> 9
TERMINATIONS
Eligibility to make pre-tax deferrals or receive matching contributions under
the Plan terminates if any of the following events occur: termination of
employment, retirement, death, or disability.
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. 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
Company's future contributions. If a former Participant returns to the employ
of the Company and reenters the Plan within five years of the date of
termination, any amounts previously forfeited are reinstated to the
Participant's account.
NOTE 2. SUMMARY OF 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 current year presentation.
The investments are held by Vanguard Fiduciary Trust Company (the "Trustee").
All investments are presented at 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 period for assets held throughout the period, as well as the difference
between the period end market value and cost for assets purchased during the
period. For assets sold or distributed during the period, the net appreciation
(depreciation) reflects the net difference between the market value and the
cost at the beginning of the period and the date of disposition.
The net appreciation (depreciation) in the market value of investments by major
categories is as follows:
<TABLE>
<S> <C>
Georgia-Pacific common stock $ (2,116)
Mutual funds 16
--------
Net depreciation $ (2,100)
========
</TABLE>
NOTE 3. INVESTMENTS
Assets held under the Plan are invested by the Trustee, as directed by the
Participants, in one or more of three investment funds: the Common Stock Fund,
the Fixed Investment Fund, and the Georgia-Pacific Stock Fund. The following is
a description of the investment options:
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
and Poor's 500 Composite Stock Price Index. The September 30, 1994
market value of this portfolio was $121,690, which exceeded 5% of the
net assets on that date.
<PAGE> 10
Fixed Investment Fund - invested in the Vanguard Short-Term U.S.
Treasury Portfolio, a fixed income mutual fund. This Vanguard portfolio
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 September
30, 1994 was $378,208, which exceeded 5% of net assets on that date.
Georgia-Pacific Stock Fund - invested principally in Georgia-Pacific
Corporation common stock. The market value of the Georgia-Pacific
Corporation common stock investment at September 30, 1994 was $34,655,
which exceeded 5% of net assets as of that date.
NOTE 4. PLAN TERMINATION PROVISIONS
The company has reserved the right to amend, modify, suspend, or terminate the
Plan at any time. Should the Company terminate the Plan, each Participant's
account balance would become fully vested.
NOTE 5. TAX STATUS
The Plan has received a favorable determination letter dated August 14, 1986
from the Internal Revenue Service ("IRS") affirming the tax-exempt status of
the Plan.
On September 30, 1994, the Corporation submitted the Plan to the IRS to request
a favorable determination letter on the Plan as amended and restated effective
October 1, 1989 and which includes amendments through September 30, 1994. In
the opinion of management, the Plan is designed and being operated in
accordance with applicable provisions of the Internal Revenue Code of 1986 as
amended, and thus, no provision for federal income taxes has been made in the
accompanying financial statements.
NOTE 6. TRANSFER OF PLAN ASSETS
On January 31, 1995, groups in the Plan transferred into the Georgia-Pacific
Corporation Hourly 401(k) Savings Plan (the "New Plan"). During the month
ended January 31, 1995, assets totaling $597,582 were transferred from the Plan
to the New Plan. Each participant under the Plan received an account balance
immediately after the transfer at least equal to what he or she would have been
entitled to receive immediately before the transfer. The New Plan assumed all
liability for benefits accrued by Participants under the Plan through the date
of the transfer, and such benefits shall be calculated and paid pursuant to the
New Plan.
<PAGE> 11
SCHEDULE I
GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
ITEM 27(d)--SCHEDULE OF REPORTABLE TRANSACTIONS (a)
FOR THE FOUR MONTH PERIOD ENDED JANUARY 31, 1995
<TABLE>
<CAPTION>
Number of Selling Gain
Transactions Price Cost (Loss)
------------ ------- ---- ----
<S> <C> <C> <C> <C>
PURCHASED:
Georgia-Pacific Corporation
Common Stock* 5 $ - $ 4,688 $ -
Vanguard Short-Term U. S.
Treasury Portfolio* 10 - 46,742 -
Vanguard Index Trust 500
Portfolio* 5 - 22,061 -
SOLD:
Georgia-Pacific Corporation
Common Stock* 1 38,775 32,136 6,639
Vanguard Short-Term U.S.
Treasury Portfolio* 3 420,849 433,326 (12,477)
Vanguard Index Trust 500
Portfolio* 1 145,367 138,529 6,838
</TABLE>
* Represents a party-in-interest to the plan.
(a) Represents a transaction or a series of transactions in securities of the
same issue in excess of 5% of the current value of plan assets as of the
beginning of the period.
<PAGE> 12
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 INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
BY: GEORGIA-PACIFIC CORPORATION,
AS PLAN ADMINISTRATOR
DATE: JULY 27, 1995 BY: /S/ JOHN F. MCGOVERN
---------------------------------------------
JOHN F. MCGOVERN
SENIOR VICE PRESIDENT - FINANCE AND CHIEF
FINANCIAL OFFICER OF GEORGIA-PACIFIC
CORPORATION
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
23 CONSENT OF ARTHUR ANDERSEN LLP*
</TABLE>
________________________________________
* - 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. 33-48330.
/s/ Arthur Andersen LLP
Atlanta, Georgia
July 25, 1995
