<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 month ended October 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 (GNN) Investment Plan
for Union Employees.
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 (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
FINANCIAL STATEMENTS AND SCHEDULE
OCTOBER 31, 1994 AND SEPTEMBER 30, 1994
TOGETHER WITH
AUDITORS' REPORT
<PAGE> 3
GEORGIA-PACIFIC CORPORATION (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
FINANCIAL STATEMENTS AND SCHEDULE
OCTOBER 31, 1994 AND SEPTEMBER 30, 1994
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits--October 31, 1994
and September 30, 1994
Statement of Changes in Net Assets Available for Benefits for the
Month Ended October 31, 1994
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
SCHEDULE SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27(d)--Schedule of Reportable Transactions
for the Month Ended October 31, 1994
<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 (GNN) INVESTMENT PLAN FOR UNION
EMPLOYEES as of October 31, 1994 and September 30, 1994 and the related
statement of changes in net assets available for benefits for the month ended
October 31, 1994. 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 (GNN) Investment Plan for Union Employees as of
October 31, 1994 and September 30, 1994 and the changes in its net assets
available for benefits for the month ended October 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 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 plan
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
April 24, 1995
<PAGE> 5
GEORGIA-PACIFIC CORPORATION (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
OCTOBER 31, 1994
<TABLE>
<CAPTION>
Common Stock Fixed Investment Georgia-Pacific
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 (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
Common Stock Fixed Investment Georgia-Pacific
Fund Fund Stock Fund Total
---- ---- ---------- -----
<S> <C> <C> <C> <C>
Assets:
Investments $829,241 $3,763,766 $2,290,496 $6,883,503
Contributions receivable 23,029 67,350 38,687 129,066
-------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $852,270 $3,831,116 $2,329,183 $7,012,569
======== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 7
GEORGIA-PACIFIC CORPORATION (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
FOR THE MONTH ENDED OCTOBER 31, 1994
<TABLE>
<CAPTION>
Georgia-
Common Fixed Pacific
Stock Investment Stock
Fund Fund Fund Total
-------- ---------- --------- -----
<S> <C> <C> <C> <C>
Net investment income:
Interest and dividends $ 0 $ 17,611 $ 0 $ 17,611
Net loss from
Master Trust 0 0 (79,928) (79,928)
Net appreciation
(depreciation) in
market value of
investments 18,836 (7,504) 0 11,332
------------ ----------- ---------- -----------
Net investment
income (loss) 18,836 10,107 (79,928) (50,985)
Amounts distributed
to participants (4,881) (15,057) (7,098) (27,036)
Transfer to affiliated plan (866,225) (3,826,166) (2,242,157) (6,934,548)
------------ ----------- ---------- -----------
Change in net assets
available for benefits (852,270) (3,831,116) (2,329,183) (7,012,569)
Net assets available for
benefits, beginning
of period 852,270 3,831,116 2,329,183 7,012,569
------------ ----------- ---------- -----------
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 (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
OCTOBER 31, 1994 AND SEPTEMBER 30, 1994
NOTE 1. DESCRIPTION OF THE PLAN AND BENEFITS
The Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees (the
"Plan") was adopted July 4, 1988. The Plan is a voluntary contributory
profit-sharing plan for eligible union hourly employees ("Participants") of
Great Northern Nekoosa Corporation (the "Company"). The Plan was amended and
restated as of January 1, 1989. Also, see Note 6 regarding the Plan merger and
the related transfer of Plan assets.
ELIGIBILITY
Each employee shall be eligible to participate in the Plan on the first day of
the month following the later of the date he becomes a member of a union bound
by a collective bargaining agreement which provides for participation in the
Plan or the effective date specific to individual unions. There are several
manufacturing locations participating in the Plan.
CONTRIBUTIONS
Under the provisions of the Plan, Participants may contribute up to a total of
12% of their compensation, as defined, on a before-tax basis, but not to exceed
the maximum specified by federal tax law. With the exception of three
locations, depending upon the provisions negotiated for the participation of a
given location, the Company will match 25% of Participants' before-tax
contributions, up to the first 1% of compensation, as defined in the Plan. At
two locations, the Company will match 50% of Participants' before-tax
contributions up to the first 2% of compensation, as defined in the plan. At
one location, the Company does not make a matching contribution on the
Participants' before-tax contributions. The Plan allows rollover contributions
from other qualified retirement plans.
The Plan permits Participants to allocate their contributions and Company
contributions among the investment options in 25% increments and to change
their investment elections for future contributions effective January 1 and
July 1 (See Note 3 for a description of the various investment options). The
Plan requires that Company contributions for two locations be invested in the
Georgia-Pacific Stock Fund. The market value of Company contributions required
to be invested in the Georgia-Pacific Stock Fund was $1,636,896 as of September
30, 1994.
VESTING
Participants vest immediately in their own contributions and earnings thereon.
Full vesting in Company contributions and earnings thereon occurs when
Participants reach five years of service from the later of date of hire or July
4, 1988 or in the event of attainment of age 65, death while employed, and
under additional circumstances as provided under the Plan.
WITHDRAWALS
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 income
taxes in the year received. The withdrawals are paid in cash. Withdrawals
result in a suspension of the right to make employee contributions to the Plan
for twelve months.
<PAGE> 9
TERMINATIONS
In the event of a Participant's death, retirement, or, for one location,
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 to the Plan. 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. 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 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 (depreciation)
reflects the net difference between the market value and the cost at the
beginning of the year and the date of disposition.
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 & Poor's 500 Composite
Stock Price Index.
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.
Georgia-Pacific Stock Fund - invested principally in Georgia-Pacific
Corporation common stock.
<PAGE> 10
Effective June 27, 1994, the assets of the Georgia-Pacific Stock Fund were
transferred into the Georgia-Pacific Stock Fund Master Trust ("Master Trust").
The Master Trust was established to hold, administer and invest the assets of
the Georgia-Pacific Stock Fund 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 each day to the individual participating plans based upon the
relative market values at the beginning of each day.
A summary of the Master Trust's major classifications of investments as of
October 31, 1994 and September 30, 1994 is shown below:
<TABLE>
<CAPTION>
October 31, September 30,
1994 1994
------------ -------------
<S> <C> <C>
Investments (at market):
Georgia-Pacific Corporation
common stock $147,118,221 $148,426,142
Vanguard Money Market
Reserves U.S. Treasury
Portfolio 4,806,800 0
------------ ------------
Total investments 151,925,021 148,426,142
------------ ------------
Receivables:
Interest 3,719 2,806
Other receivables 412,864 1,773,741
Due from brokers 732,155 4,326,768
------------ ------------
Total receivables 1,148,738 6,103,315
------------ ------------
Less:
Payables 3,624 2,180,962
Due to brokers 4,789,473 3,576,341
------------ ------------
Total payables 4,793,097 5,757,303
------------ ------------
Net assets $148,280,662 $148,772,154
============ ============
</TABLE>
<PAGE> 11
A summary of income and net appreciation of the Master Trust which comprises
the net investment gain for all participating plans, for the month ended
October 31, 1994 is shown below:
<TABLE>
<S> <C>
Interest income $ 3,719
Net appreciation in
market value of investments 5,376,944
-----------
Net investment gain from
Master Trust $ 5,380,663
===========
</TABLE>
Allocations of net investment gain (loss) for the month ended October 31, 1994
and the net assets to participating plans as of September 30, 1994 and October
31, 1994 are shown below for the Master Trust:
<TABLE>
<S> <C>
Georgia-Pacific Corporation
(GNN) Investment Plan for
Union Employees $ (79,928)
All other plans 5,460,591
-----------
Net investment gain $ 5,380,663
===========
</TABLE>
<TABLE>
<CAPTION>
October 31, September 30,
1994 1994
---------------- -------------------
<S> <C> <C> <C> <C>
Georgia-Pacific Corporation
(GNN) Investment Plan
Union Employees $ 0 0.00% $ 2,290,496 1.54%
All Other Plans 148,280,662 100.00 146,481,658 98.46
------------ ------ ------------ ------
Net Assets $148,280,662 100.00% $148,772,154 100.00%
============ ====== ============ ======
</TABLE>
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 December 3, 1990
from the Internal Revenue Service ("IRS") affirming the tax exempt status of
the Plan. A new determination letter has been requested from the IRS to affirm
the tax exempt status of the Plan, as amended and restated January 1, 1989. 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.
<PAGE> 12
NOTE 6. TRANSFER OF PLAN ASSETS
Certain groups participating in the Plan had previously transferred into the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan ("New Plan"). During
the month ended October 31, 1994, the remaining plan assets totalling
$6,934,548 were transferred from the Plan into 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> 13
SCHEDULE I
GEORGIA-PACIFIC CORPORATION (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
ITEM 27(D)--SCHEDULE OF REPORTABLE TRANSACTIONS(a)
FOR THE MONTH ENDED OCTOBER 31, 1994
<TABLE>
<CAPTION>
Number of Market Value Gain
Transactions at Date of Transaction Cost (Loss)
------------ ---------------------- ---- ------
<S> <C> <C> <C> <C>
PURCHASED:
* Georgia-Pacific Master Trust 1 $ - $ 38,687 $ -
* Vanguard Short-Term U.S.
Treasury Portfolio 3 - 84,951 -
* Vanguard Index Trust 500
Portfolio 1 - 23,029 -
TRANSFERRED:
* Georgia-Pacific Master Trust 2 2,249,256 1,770,871 478,385
* Vanguard Short-Term U.S.
Treasury Portfolio 3 3,838,184 3,941,246 (103,062)
* Vanguard Index Trust 500
Portfolio 2 871,106 807,659 63,447
* Represents a party-in-interest transaction.
</TABLE>
(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 month.
The accompanying notes are an integral part of this schedule.
<PAGE> 14
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
(GNN) INVESTMENT PLAN FOR UNION EMPLOYEES
BY: GEORGIA-PACIFIC CORPORATION,
AS PLAN ADMINISTRATOR
DATE: APRIL 27, 1995 BY: /s/ John F. McGovern
------------------------------
JOHN F. MCGOVERN
SENIOR VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
GEORGIA-PACIFIC CORPORATION
<PAGE> 15
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. 33-48329.
/s/ Arthur Andersen LLP
Atlanta, Georgia
April 25, 1995
