<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1995
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
GEORGIA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
---------------------
<TABLE>
<S> <C>
GEORGIA 93-0432081
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
133 PEACHTREE STREET, N.E.
ATLANTA, GA 30303
(404) 652-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
KENNETH F. KHOURY
SECRETARY AND ASSOCIATE GENERAL COUNSEL
GEORGIA-PACIFIC CORPORATION
133 PEACHTREE STREET, N.E.
ATLANTA, GA 30303
(404) 652-4839
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
---------------------
COPY TO:
<TABLE>
<S> <C>
ROBERT B. HIDEN, JR., ESQ.
SULLIVAN & CROMWELL
250 PARK AVENUE
NEW YORK, N.Y. 10177
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At such
time (from time to time) after the effective date of this Registration Statement
as determined in light of market conditions.
---------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(3) OFFERING PRICE(3) FEE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities................. $250,000,000(1)(2) 100% $250,000,000 $86,207
=======================================================================================================
</TABLE>
(1) Or, if any Debt Securities are issued at an original discount, such greater
amount as shall result in an aggregate initial offering price of
$250,000,000.
(2) Or, if any Debt Securities are issued in a currency or composite currency
other than U.S. dollars, such different amount as shall result in an
aggregate initial offering price of $250,000,000.
(3) Estimated solely for the purpose of calculating the registration fee.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JUNE 9, 1995
GEORGIA-PACIFIC CORPORATION (LOGO)
---------------------
DEBT SECURITIES
---------------------
Georgia-Pacific Corporation has registered for sale from time to time, in
one or more series, up to $500,000,000 (or the equivalent in foreign denominated
currency or units based on or relating to currencies, including European
Currency Units) aggregate principal amount (based on the public offering price
at time of sale) of its unsubordinated non-convertible unsecured debt securities
(the "Securities") on terms to be determined at the time of sale. Principal of
and interest, if any, on Securities may be payable in U.S. dollars, foreign
denominated currency, or currency units, as the Corporation may designate. A
Prospectus supplement (the "Prospectus Supplement") will accompany this
Prospectus and will set forth the specific designation, aggregate principal
amount, initial public offering price, maturity, rate, if any, and time of
payment of any interest, any sinking fund, any redemption at the option of
Georgia-Pacific Corporation or the holder, any other specific terms, and
information about listing, if any, on a securities exchange of the Securities in
respect of which this Prospectus and the Prospectus Supplement are being
delivered (the "Offered Securities"), together with the terms of offering of the
Offered Securities.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
The Securities may be sold directly, through agents or to or through
dealers designated from time to time, to or through underwriting syndicates led
by one or more managing underwriters or to or through one or more underwriters
acting alone. If any agents of the Corporation, or any underwriters or dealers,
are involved in the sale of the Offered Securities, the names of such agents,
underwriters or dealers and any applicable commissions or discounts will be set
forth in the Prospectus Supplement. The net proceeds to the Corporation from
such sale will also be set forth in the Prospectus Supplement.
---------------------
THE DATE OF THIS PROSPECTUS IS , 1995.
<PAGE> 3
AVAILABLE INFORMATION
Georgia-Pacific Corporation (together with its subsidiaries being
hereinafter referred to as "Georgia-Pacific" or the "Corporation") is subject to
the informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). This Prospectus contains information concerning the Corporation,
but does not contain all of the information set forth in the Registration
Statement and exhibits thereto which the Corporation has filed with the
Commission under the Securities Act of 1933. Such reports, proxy statements,
Registration Statement and exhibits and other information can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission: 7 World Trade Center, New York, New York 10048; and
Northwestern Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such reports, proxy statements, Registration Statement and
exhibits and other information concerning the Corporation may also be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005, on which exchange the Corporation's Common Stock, par value $.80
per share, is traded.
---------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Corporation with the
Commission (File No. 1-3506) pursuant to Section 13 of the Exchange Act, are
hereby incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31, 1994;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1995; and
(c) Current Reports on Form 8-K dated February 21, 1995, April 17,
1995 and April 25, 1995.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
The Corporation will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference
(not including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents). Requests for such
copies should be directed to: Kenneth F. Khoury, Secretary and Associate General
Counsel, Georgia-Pacific Corporation, 133 Peachtree Street, N.E., Atlanta,
Georgia 30303, (404) 652-5255.
---------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE CORPORATION OR ANY OTHER PERSON, UNDERWRITER, DEALER OR AGENT. NEITHER
THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE
HEREOF. THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
2
<PAGE> 4
THE CORPORATION
Georgia-Pacific is a leading manufacturer and distributor of a wide range
of pulp and paper products and building products. It is one of the largest
private owners of timber and timberlands in the United States and Canada.
Georgia-Pacific was organized in 1927 under the laws of the State of
Georgia. Its general offices are located at 133 Peachtree Street, N.E., Atlanta,
Georgia 30303, and its telephone number is (404) 652-4000.
SUMMARY OF SELECTED FINANCIAL INFORMATION
The following table sets forth selected financial information for
Georgia-Pacific Corporation and subsidiaries (the "Corporation") for the years
ended December 31, 1994, 1993, 1992, 1991 and 1990 and for the three month
periods ended March 31, 1995 and 1994. This summary of selected financial
information is qualified by reference to the financial statements and other
information and data contained or incorporated by reference in the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1994 and its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and 1994.
SELECTED FINANCIAL INFORMATION
(DOLLAR AMOUNTS IN MILLIONS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
----------------- ---------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
------- ------- ------- ------- ----------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales......................................... $ 3,477 $ 2,942 $12,738 $12,287 $11,847 $11,524 $12,665
Income (loss) before extraordinary item and
accounting changes.............................. 232 56 326 (18) (60) (34) 365
Net income (loss)................................. 232 40 310 (34) (124) (142) 365
BALANCE SHEET DATA*:
Total assets...................................... 11,138 10,701 10,864 10,693 10,912 10,629 12,063
Working capital................................... (317) (357) (327) (270) (845) (1,160) (769)
Long-term debt.................................... 3,715 3,931 3,904 4,157 4,019 3,743 5,218
Total debt (including accounts receivable sale
program)........................................ 5,649 5,810 5,721 5,737 5,888 6,270 7,512
Shareholders' equity.............................. 2,845 2,413 2,620 2,402 2,508 2,736 2,975
RATIO OF EARNINGS TO FIXED CHARGES** (UNAUDITED).... 4.42X 1.82X 2.22X 1.07X .90X 1.43X 2.05X
</TABLE>
- ---------------
* Certain balance sheet data as of December 31, 1994 and 1993 and March 31,
1994 has been reclassified to conform with the March 31, 1995 presentation.
** For the purpose of computing the ratio of earnings to fixed charges, (1)
"earnings" consist of (a) income before income taxes, extraordinary item and
accounting changes, (b) interest expense (excluding interest capitalized
during the period and including amortization of previously capitalized
interest) and (c) one-third (the portion deemed representative of the
interest factor) of rental expense; and (2) "fixed charges" consist of total
interest costs (including interest capitalized during the period) and
one-third of rental expense.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges for
Georgia-Pacific for the five years ended December 31, 1994 and for the three
months ended March 31, 1995 and 1994. For the purpose of computing the ratio of
earnings to fixed charges, (1) "earnings" consist of (a) income before income
taxes, extraordinary item and accounting changes, (b) interest expense
(excluding interest capitalized during the period and including amortization of
previously capitalized interest) and (c) one-third (the portion deemed
3
<PAGE> 5
representative of the interest factor) of rental expense; and (2) "fixed
charges" consist of total interest costs (including interest capitalized during
the period) and one-third of rental expense.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------- ------------------------------------
1995 1994 1994 1993 1992 1991 1990
----- ----- ----- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges
(Unaudited)............................... 4.42X 1.82X 2.22X 1.07X .90X 1.43X 2.05X
</TABLE>
USE OF PROCEEDS
As of the date of this Prospectus, the Corporation has no specific plans
for the net proceeds from any future sale of Securities. The Corporation has
registered the Securities for sale from time to time, however, because it
currently expects that at some future date it will use the net proceeds of the
sale of the Securities for one or more of the following purposes: to reduce
short-term borrowings of the Corporation outstanding at the time of such
offering; to fund capital expenditures and/or acquisitions; and/or to retire
debt and other obligations of the Corporation. The specific uses of such net
proceeds will be set forth in the Prospectus Supplement relating to such
offering.
DESCRIPTION OF SECURITIES
The following description sets forth certain general terms and provisions
of the indenture under which the Securities are to be issued. The particular
terms of each issue of Offered Securities, as well as any modifications or
additions to such general terms that may be applicable in the case of such
Offered Securities, will be described in the Prospectus Supplement relating to
such Offered Securities. Accordingly, for a description of the terms of a
particular issue of Offered Securities reference must be made both to the
Prospectus Supplement relating thereto and to the following description.
The Securities are to be issued under an Indenture, dated as of March 1,
1983, between the Corporation and The Chase Manhattan Bank (National
Association) ("Chase"), as amended and supplemented by a First Supplemental
Indenture, dated as of July 27, 1988, among the Corporation, Chase and Morgan
Guaranty Trust Company of New York, copies of which Indenture and First
Supplemental Indenture are filed as exhibits to the Registration Statement or
incorporated herein by reference (such Indenture, as so amended and supplemented
by such First Supplemental Indenture, being hereinafter referred to as the
"Indenture"). The Bank of New York has been appointed as Trustee with respect to
all series of Indenture Securities issued under the Indenture.
The following description of the Indenture and summaries of certain
provisions thereof do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all provisions of the Indenture,
including the definitions therein of certain terms. Wherever particular Sections
of, or terms defined in, the Indenture are referred to, such Sections or defined
terms are incorporated herein by reference.
The Corporation has substantial operations at the subsidiary level. Claims
of creditors of subsidiaries of the Corporation, including general creditors,
generally will have priority as to the assets of subsidiaries over the claims of
the Corporation and the holders of indebtedness of the Corporation, including
holders of the Securities. The Corporation will rely on cash generated from
operations, including the operations of its subsidiaries, and its available
financing sources in order to meet its debt service obligations.
RESTRICTIONS UNDER CREDIT AGREEMENT
The Corporation is a party to a credit agreement (the "Credit Agreement"),
dated as of June 30, 1993 with Bank of America National Trust and Savings
Association and 22 other domestic and international banks which provides an
unsecured revolving credit facility of $1.5 billion. The revolving credit
facility is being used as support for commercial paper and other short-term
borrowings. Effective November 30, 1994, the Corporation amended the Credit
Agreement with substantially the same lending group to extend the
4
<PAGE> 6
termination date until 1999, to reduce the commitment and facility fees and to
reduce the applicable margin on any draws under the facility. As of March 31,
1995, $664 million of committed credit was available in excess of all short-term
borrowings outstanding under or supported by the facility.
The Credit Agreement contains certain restrictive covenants. The covenants
include a maximum leverage ratio (funded indebtedness to operating cash flow) of
4.5 to 1.0 which is to be maintained throughout the term of the Credit
Agreement. As of March 31, 1995, the leverage ratio was 2.5 to 1.0.
GENERAL
The Indenture provides that the Securities and additional unsubordinated
non-convertible unsecured debt securities of the Corporation unlimited as to
aggregate principal amount may be issued in one or more series thereunder, in
each case as authorized from time to time by the Board of Directors of the
Corporation. The Indenture specifically allows Periodic Offerings (as defined)
of series of Securities, pursuant to which certain officers of the Corporation
may set the terms of the specific issuances of such series. The Securities
referred to on the cover page of this Prospectus, and any such other debt
securities so issued under the Indenture, are herein collectively referred to,
while a single Trustee is acting for all, as the "Indenture Securities." The
Indenture also provides that there may be more than one Trustee under the
Indenture, each with respect to one or more different series of Indenture
Securities. See "Trustee" below. At a time when two or more Trustees are acting,
each with respect to only certain series, the term "Indenture Securities" as
used herein shall mean the one or more series with respect to which each
respective Trustee is acting. In the event that there is more than one Trustee
under the Indenture, the powers and trust obligations of each Trustee as
described herein shall extend only to the one or more series of Indenture
Securities for which it is Trustee. If at a particular time there is more than
one Trustee under the Indenture those Indenture Securities (whether of one or
more than one series) for which each Trustee is acting will be treated as issued
under a separate indenture.
Reference is made to the Prospectus Supplement relating to the Offered
Securities for the following: (1) the title of the Offered Securities; (2) the
aggregate principal amount of the Offered Securities and any limit thereon; (3)
the percentage of principal amount for which the Offered Securities will be
issued; (4) the date or dates on which the principal of the Offered Securities
will be payable; (5) the rate or rates (which may be fixed or variable), or the
method by which such rate or rates shall be determined, at which the Offered
Securities shall bear interest, if any; (6) the date or dates from which any
interest shall accrue, or the method by which such date or dates shall be
determined, the date or dates on which interest will be payable and the record
dates therefor; (7) the place or places where the principal of (and premium, if
any) and any interest on the Offered Securities shall be payable; (8) the period
or periods within which, the price or prices at which, and the terms and
conditions upon which, the Offered Securities may be redeemed, in whole or in
part, at the option of the Corporation; (9) the obligation, if any, of the
Corporation to redeem, repay or purchase the Offered Securities pursuant to any
sinking fund or analogous provision or at the option of the holders thereof and
the period or periods within which, the price or prices at which and the terms
and conditions upon which, the Offered Securities shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation; (10) the currency
of payment of principal of, premium, if any, and interest on the Securities;
(11) any index used to determine the amount of payment of principal of, premium,
if any, and interest on the Securities; (12) any additional restrictive
covenants included for the benefit of the holders of the Offered Securities;
(13) any additional Event of Default with respect to the Offered Securities; and
(14) any other terms of the Offered Securities not inconsistent with the
provisions of the Indenture. Principal, premium, if any, and interest, if any,
will be payable, and the Offered Securities will be transferable, in the manner
described in the Prospectus Supplement relating to such Offered Securities.
The Securities will be unsecured and will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Corporation (including other
Indenture Securities).
The Securities will be issued only in fully registered form without coupons
and, unless otherwise provided with respect to a series of Securities, in
denominations of $1,000 and multiples of $1,000 (Section 302). No service charge
will be made for any transfer or exchange of such Securities but the Corporation
may require
5
<PAGE> 7
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith (Section 305).
Securities may be issued under the Indenture as Original Issue Discount
Securities, to be offered and sold at a substantial discount from the principal
amount thereof. Special Federal income tax, accounting and other considerations
applicable thereto will be described in the Prospectus Supplement relating to
any such Original Issue Discount Securities.
CERTAIN COVENANTS OF THE CORPORATION
Limitation on Liens. The Corporation may not, nor may it permit any
Restricted Subsidiary (as hereinafter defined) to, create or assume any
mortgage, security interest, pledge or lien (collectively, a "lien") upon any
Principal Property (as hereinafter defined) or upon the shares of stock or
indebtedness of any Restricted Subsidiary, without equally and ratably securing
the Securities. This restriction, however, does not apply to: (1) liens on any
Principal Property existing at the time of its acquisition and liens created
contemporaneously with or within 120 days after (or created pursuant to firm
commitment financing arrangements obtained within such period) the completion of
the acquisition, improvement or construction of such property to secure payment
of the purchase price of such property or the cost of such construction or
improvements; (2) liens on property or shares of stock or indebtedness of a
corporation existing at the time it is merged into or its assets are acquired by
the Corporation or a Restricted Subsidiary; (3) liens on property or shares of
stock or indebtedness of a corporation existing at the time it becomes a
Restricted Subsidiary; (4) liens securing debts of a Restricted Subsidiary to
the Corporation and/or one or more Subsidiaries; (5) liens in favor of a
governmental unit to secure payments under any contract or statute, or to secure
debts incurred in financing the acquisition of or improvements to property
subject thereto; (6) liens on timberlands in connection with an arrangement
under which the Corporation and/or one or more Restricted Subsidiaries are
obligated to cut or pay for timber in order to provide the lienholder with a
specified amount of money, however determined; (7) liens created or assumed in
the ordinary course of the business of exploring for, developing or producing
oil, gas or other minerals (including borrowings in connection therewith) on, or
on any interest in, or on any proceeds from the sale of, property acquired for
such purposes, production therefrom (including the proceeds thereof), or
material or equipment located thereon; (8) liens in favor of any customer
arising in respect of and not exceeding the amount of performance deposits and
partial, progress, advance or other payments by such customer for goods produced
or services rendered to such customer in the ordinary course of business; (9)
liens to extend, renew or replace any liens referred to in clauses (1) through
(8) or this clause (9) or any lien existing on the date of the original
Indenture; (10) mechanics' and similar liens; (11) liens arising out of
litigation or judgments being contested; and (12) liens for taxes not yet due,
or being contested, landlords' liens, tenants' rights under leases, easements,
and similar liens not impairing the use or value of the property involved
(Section 1004). See "Exemption from Limitation on Liens and Sale and Lease-Back"
below.
Limitation on Sale and Lease-Back. Transactions involving sale and
lease-back by the Corporation and/or one or more Restricted Subsidiaries of any
Principal Property, except for leases not exceeding three years, are prohibited
unless (a) the Corporation and/or such Restricted Subsidiary or Subsidiaries
would be entitled to incur indebtedness secured by a lien on such property
without securing the Securities or (b) an amount equal to the Value (as defined)
of such sale and lease-back is applied within 120 days to (i) the voluntary
retirement of indebtedness for borrowed money of the Corporation or any
Restricted Subsidiary maturing more than one year after the date incurred and
which is senior in right of payment to, or ranks pari passu with, the Securities
("funded debt") or (ii) to the purchase of other property that will constitute
Principal Property having a value at least equal to the net proceeds of such
sale, or (c) the Corporation and/or a Restricted Subsidiary shall deliver to the
applicable Trustee for cancellation funded debt (including the Securities) in an
aggregate principal amount at least equal to the net proceeds of such sale
(Section 1005).
Exemption from Limitation on Liens and Sale and Lease-Back. The
Corporation and/or one or more Restricted Subsidiaries are permitted to create
or assume liens or enter into sale and lease-back transactions that would not
otherwise be permitted under the limitations described under "Limitation on
Liens" and "Limitation on Sale and Lease-Back" above, provided that the sum of
the aggregate amount of all
6
<PAGE> 8
indebtedness secured by such liens (not including indebtedness otherwise
permitted under the exceptions described in clauses (1)-(12) under "Limitation
on Liens" above) and the value of all such sale and lease-back transactions (not
including those that are for less than three years or in respect of which
indebtedness is retired or property is purchased or Securities are delivered, as
described under "Limitations on Sale and Lease-Back" above) will not exceed 5%
of the Net Tangible Assets (as hereinafter defined) of the Corporation and its
Restricted Subsidiaries (Section 1006).
Applicability of Covenants. Any series of Securities may provide that any
one or more of the covenants described above shall not be applicable to the
Securities of such series (Section 1009).
Limitation on Merger, Sale and Lease. The Corporation may, without the
consent of any Holder of any Security, consolidate with or merge with or into
any other corporation or sell, convey or lease all or substantially all of its
properties to another corporation; provided, however, that if upon any such
merger of the Corporation with or into any other corporation, or upon any such
sale or lease of substantially all of its properties, any Principal Property of
the Corporation or a Restricted Subsidiary or any shares of stock or
indebtedness of a Restricted Subsidiary owned immediately prior thereto would,
thereupon, become subject to any lien other than liens permitted, without
securing the Securities, under Sections 1004 and 1006 of the Indenture
summarized above, the Corporation, prior to such event, will secure the
Securities, equally with all other obligations of the Corporation so secured, by
a lien on such Principal Property, shares or indebtedness prior to all liens
other than any theretofore existing thereon and liens so permitted by such
Sections of the Indenture (Sections 801 and 802).
Highly Leveraged Transactions. The Indenture does not include any debt
covenants or provisions which afford debt holders protection in the event of a
highly leveraged transaction.
DEFINITIONS
The following terms are defined in more detail in Section 101 of the
Indenture:
"Net Tangible Assets" means, at any date, the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (i) all current liabilities, (ii) any item representing
Investments in Unrestricted Subsidiaries (as defined) and (iii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all of the foregoing as set forth on
the most recent consolidated balance sheet of the Corporation and its
Subsidiaries and computed in accordance with generally accepted accounting
principles.
"Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities, including without
limitation the rate or rates of interest or interest rate formulas, if any,
thereon, the Stated Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the
Corporation or its agents upon the issuance from time to time of such
Securities.
"Principal Property" means any mill, manufacturing plant or facility
or timberlands owned by the Corporation and/or one or more Restricted
Subsidiaries and located within the continental United States, but does not
include any such mill, plant, facility or timberlands which are acquired
after the date of the original Indenture for the disposal of solid waste or
control or abatement of atmospheric pollutants or contaminants, or water,
noise or other pollutants, or which in the opinion of the Corporation's
Board of Directors is not of material importance to the total business of
the Corporation and its Restricted Subsidiaries as an entirety, and does
not include timberlands designated by the Board of Directors as being held
primarily for development and/or sale, or minerals or mineral rights.
"Restricted Subsidiary" means a Subsidiary substantially all of the
property of which is located within the continental United States and which
itself, or with the Corporation and/or one or more other Restricted
Subsidiaries, owns a Principal Property. "Subsidiary" means any corporation
a majority of the outstanding voting stock of which is owned or controlled
by the Corporation and/or one or more Subsidiaries and which is
consolidated in the Corporation's accounts.
7
<PAGE> 9
MODIFICATION AND WAIVER
Modifications and amendments may be made by the Corporation and the Trustee
to the Indenture, without the consent of any Holder of any Security of any
series, to add covenants and Events of Default, and to make provisions with
respect to other matters and issues arising under the Indenture, provided that
any such provision does not adversely affect the rights of the Holders of
Securities of any series (Section 901). Modifications and amendments of the
Indenture may be made by the Corporation and the Trustee, with the consent of
the Holders of not less than 66 2/3% in aggregate principal amount of
Outstanding Indenture Securities of each series which are affected by the
modification or amendment; provided that no such modification or amendment may,
without the consent of the Holder of each such Indenture Security of such series
affected thereby, among other things: (a) change the Stated Maturity of
principal of, or any installment of interest (or premium, if any) on, any such
Security; (b) reduce the principal amount of, or the rate of interest on, or any
premium payable on redemption of, such Security, or reduce the amount of
principal of an Original Issue Discount Security that would be due and payable
upon declaration of acceleration of the Maturity thereof; (c) change the place
or currency of payment of principal, premium, if any, or interest on any such
Security; (d) impair the right to institute suit for the enforcement of any such
payment on or with respect to any such Security; (e) reduce the above stated
percentage of Holders of Indenture Securities necessary to modify or amend the
Indenture or to consent to any waiver thereunder; or (f) modify the foregoing
requirements (Section 902).
The Holders of at least 66 2/3% in aggregate principal amount of a series
of Outstanding Indenture Securities may, on behalf of all Holders of Outstanding
Indenture Securities of such series, waive compliance by the Corporation with
the restrictions described herein under "Limitation on Liens" and "Limitation on
Sale and Lease-Back" and compliance with certain other covenants of the
Corporation contained in the Indenture (Section 1008).
EVENTS OF DEFAULT
The Indenture defines an Event of Default with respect to any series of
Indenture Securities as being any one of the following events: (a) default in
the payment of any interest upon any Indenture Security of such series when due,
continued for 30 days; (b) default in the payment of the principal of (or
premium, if any, on) an Indenture Security of such series at its Maturity; (c)
default in the performance of any other covenant of the Corporation in the
Indenture (other than a covenant included in the Indenture solely for the
benefit of series of Indenture Securities other than such series), continued for
90 days after written notice as provided in the Indenture; (d) certain events in
bankruptcy, insolvency or reorganization; and (e) any other Event of Default
provided with respect to Securities of such series (Section 501).
If an Event of Default with respect to Indenture Securities of any series
at the time Outstanding occurs and is continuing, then the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Indenture
Securities of that series may declare the principal amount (or, if the Indenture
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified for that series) of all of the
Indenture Securities of that series to be due and payable immediately. However,
at any time after such a declaration of acceleration with respect to Indenture
Securities of such series has been made, but before the Stated Maturity thereof,
the Holders of a majority in principal amount of Outstanding Indenture
Securities of such series may, subject to certain conditions, rescind and annul
such acceleration if all Events of Default, other than the non-payment of
accelerated principal (or specified portion thereof) with respect to Indenture
Securities of such series, have been cured or waived as provided in the
Indenture (Section 502). The Indenture also provides that the Holders of not
less than a majority in principal amount of the Indenture Securities of a series
may, subject to certain limitations, waive any past default and its consequences
(Section 513). Reference is made to the Prospectus Supplement relating to any
series of Offered Securities which are Original Issue Discount Securities for
the particular provisions relating to acceleration of a portion of the principal
amount of such Original Issue Discount Securities upon the occurrence of an
Event of Default and the continuation thereof.
8
<PAGE> 10
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
is under no obligation to exercise any of the rights or powers under the
Indenture at the request, order or direction of any of the Holders of Securities
of any series unless such Holders shall have offered to the Trustee reasonable
security or indemnity (Section 603). Subject to such provisions for the
indemnification of the Trustee and certain limitations contained in the
Indenture, the Holders of a majority in principal amount of the Outstanding
Indenture Securities of a series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee (Section 512).
The Corporation will be required to furnish to the Trustee annually a
statement as to the fulfillment by the Corporation of all of its obligations
under the Indenture (Section 1007).
TRUSTEE
The Trustee may resign or be removed with respect to one or more series of
Indenture Securities and a successor Trustee may be appointed to act with
respect to such series (Section 610). In the event that two or more persons are
acting as Trustee with respect to different series of Indenture Securities, each
such Trustee shall be a Trustee of a trust under the Indenture separate and
apart from the trust administered by any other such Trustee (Section 611), and
any action described herein to be taken by the "Trustee" may then be taken by
each such Trustee with respect to, and only with respect to, the one or more
series of Indenture Securities for which it is Trustee.
CONCERNING THE TRUSTEE
The Corporation maintains customary banking relationships with The Bank of
New York, and The Bank of New York is a lender under the Credit Agreement.
PLAN OF DISTRIBUTION
Georgia-Pacific may sell the Securities: (i) through underwriters; (ii) to
dealers; (iii) through agents; or (iv) directly to a limited number of
institutional purchasers or to a single purchaser. The Prospectus Supplement
with respect to the Offered Securities sets forth the name or names of the
underwriters, if any, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers.
If underwriters are used in a sale of any Securities, such Securities will
be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of
sale. The Securities may be offered to the public through underwriting
syndicates led by one or more managing underwriters, or through one or more
underwriters acting alone. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the Offered
Securities will be subject to certain conditions precedent and the underwriters
will be obligated to purchase all the Offered Securities if any are purchased.
Any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, Georgia-Pacific will sell such Securities to the
dealer, as principal. The dealer may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale. The
name of the dealer and the terms of the transaction will be set forth in the
Prospectus Supplement relating thereto.
The Securities may be sold by Georgia-Pacific through agents designated by
the Corporation from time to time. Any such agent involved in the offer or sale
of the Offered Securities in respect of which this Prospectus is delivered will
be named, and any commissions payable by the Corporation to such agent will be
set forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis for
the period of its appointment.
9
<PAGE> 11
Securities may be sold directly by Georgia-Pacific to institutional
investors or others, who may be deemed to be underwriters within the meaning of
the Securities Act of 1933 with respect to any resale thereof. The terms of any
such sales will be described in the Prospectus Supplement relating thereto.
If so indicated in the Prospectus Supplement, Georgia-Pacific will
authorize underwriters, dealers and agents to solicit offers by certain
specified institutions to purchase Offered Securities from the Corporation at
the public offering price set forth in the Prospectus Supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date in the future. Such contracts will be subject only to those conditions set
forth in the Prospectus Supplement and the Prospectus Supplement will set forth
the commission payable for solicitation of such contracts.
Underwriters, dealers and agents may be entitled, under agreements entered
into with Georgia-Pacific, to indemnification by Georgia-Pacific against certain
civil liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments which such underwriters, dealers or agents
may be required to make in respect thereof. Any such underwriters, dealers and
agents may be customers of, engage in transactions with, or perform services
for, the Corporation in the ordinary course of business.
The place and time of delivery of the Offered Securities are set forth in
the Prospectus Supplement.
VALIDITY OF SECURITIES
The validity of the Securities offered hereby will be passed upon for
Georgia-Pacific by James F. Kelley, Senior Vice President--Law of the
Corporation, and if underwriters or agents are utilized, on behalf of such
underwriters or agents by Sullivan & Cromwell, 125 Broad Street, New York, New
York 10004. Mr. Kelley and Sullivan & Cromwell will rely on local counsel (who
may include members of the Corporation's legal staff) as to matters of Georgia
law. Mr. Kelley is a full-time employee of the Corporation and participates in
employee benefit plans under which he may receive shares of Common Stock of the
Corporation.
EXPERTS
The consolidated financial statements and schedule of Georgia-Pacific
Corporation and subsidiaries as of December 31, 1994 and 1993 and for each of
the three years in the period ended December 31, 1994, included or incorporated
by reference in the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
10
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Registration Fee.......................................................... $ 86,207
*Cost of Printing......................................................... 50,000
*Accounting Fees and Expenses............................................. 25,000
*Legal Fees and Expenses.................................................. 25,000
*Trustee's Fees and Expenses.............................................. 15,000
*Rating Agency Fees....................................................... 100,000
*Blue Sky Qualification and Legal Investment Fees and Expenses............ 20,000
*Miscellaneous............................................................ 10,000
--------
*Total............................................................... $331,207
========
</TABLE>
- ---------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code
provides that a corporation may indemnify or obligate itself to indemnify an
individual made a party to a proceeding because he is or was a director against
liability incurred in the proceeding if he acted in a manner he believed in good
faith to be in or not opposed to the best interests of the corporation and, in
the case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia Business
Corporation Code provides that a corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation, or in connection with any other
proceeding in which he was adjudged liable on the basis that personal benefit
was improperly received by him. Notwithstanding the foregoing, pursuant to
Section 14-2-854 a court may order a corporation to indemnify a director if such
court determines the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not such
director met the standard of conduct set forth in subsection (a) of Section
14-2-851 of the Georgia Business Corporation Code or was adjudged liable as
described in subsection (d) of Section 14-2-851 of the Georgia Business
Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides that to
the extent that a director has been successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party, or in defense of any
claim, issue, or matter therein, because he is or was a director of the
corporation, the corporation shall indemnify the director against reasonable
expenses incurred by him in connection therewith.
Section 14-2-857 of the Georgia Business Corporation Code provides that an
officer of the corporation who is not a director is entitled to mandatory
indemnification under Section 14-2-852 and is entitled to apply for court
ordered indemnification under Section 14-2-854, in each case to the same extent
as a director. In addition, Section 14-2-857 provides that a corporation may
also indemnify an officer, employee or agent who is not a director to the
extent, consistent with public policy, that may be provided by its articles of
incorporation, bylaws, action of its board of directors or contract.
In accordance with Article VI of the Corporation's Bylaws, every person
(and the heirs and personal representatives of such person) who is or was a
director, officer, employee or agent of the Corporation, or of any other
corporation, partnership, joint venture, trust or other enterprise in which he
served at the request of the Corporation, shall be indemnified by the
Corporation against all liability and expense (including, without limitation,
counsel fees and disbursements, and amounts of judgments, fines, penalties and
amounts paid in settlement by, a director, officer, employee or agent) actually
and reasonably incurred by him in connection with or resulting from any
threatened, pending or completed claim, action, suit or proceeding, whether
civil,
II-1
<PAGE> 13
criminal, administrative or investigative or in connection with any appeal
relating thereto, in which he may become involved, as a party or otherwise, or
with which he may be threatened, by reason of his being or having been a
director, officer, employee or agent of the Corporation or such other
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action taken or omitted by him in his capacity as such director, officer,
employee or agent whether or not he continues to be such at the time such
liability or expense shall have been incurred. Every such person (and the heirs
and personal representatives of such person), to the extent that such person has
been successful on the merits or otherwise with respect to any such claim,
action, matter, suit or proceeding is entitled to indemnification as of right
for expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith. Except as provided in the preceding sentence, upon
receipt of a claim for indemnification under Article VI of the Corporation's
Bylaws, the Corporation shall proceed as follows: If the claim is made by a
director or officer of the Corporation, the Board of Directors, by a majority
vote of a quorum consisting of directors who were not parties to the applicable
action, suit or proceeding, shall determine whether the claimant met the
applicable standard of conduct as set forth in subsections (A) and (B) below. If
such quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs, such determination shall be made by independent legal
counsel (who may be the regular inside or outside counsel of the Corporation) in
a written opinion. If such determination has not been made within 90 days after
the claim is asserted, the claimant shall have the right to require that the
determination be submitted to the shareholders at the next regular meeting of
shareholders by vote of a majority of the shares entitled to vote thereon. If a
claim is made by a person who is not a director or officer of the Corporation,
the Chief Executive Officer and the general counsel of the Corporation shall
determine, subject to applicable law, the manner in which there shall be made
the determination as to whether the claimant met the applicable standard of
conduct as set forth in subsections (A) and (B) below. In the case of each claim
for indemnification, the Corporation shall pay the claim to the extent the
determination is favorable to the person making the claim.
(A) In the case of a claim, action, suit or proceeding other than by
or in the right of the Corporation to procure a judgment in its favor, the
director, officer, employee or agent must have acted in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, in addition, in any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. In addition, any
director seeking indemnification must not have been adjudged liable on the
basis that any personal benefit was received by him. For the purpose of
this subsection (A), the termination of any claim, action, suit or
proceeding, civil, criminal or administrative, by judgment, order,
settlement (either with or without court approval) or conviction, or upon a
plea of guilty or nolo contendere or its equivalent, shall not create a
presumption that a director, officer, employee or agent did not meet the
standards of conduct set forth in this Subsection.
(B) In the case of a claim, action, suit or proceeding by or in the
right of the Corporation to procure a judgment in its favor, the director,
officer, employee or agent must have acted in good faith in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; provided, however, that no indemnification under this
subsection (B) shall be made (1) with regard to any claim, issue or matter
as to which such director, officer, employee or agent shall have been
adjudged to be liable to the Corporation unless and only to the extent that
the court in which such action or suit was brought shall determine that,
despite the adjudication of liability but in view of all the circumstances
of the case, such director, officer, employee or agent is fairly and
reasonably entitled to indemnity for such expenses which the court shall
deem proper, or (2) for amounts paid, or expenses incurred, in connection
with the defense or settlement of any such claim, action, suit or
proceeding, unless a court of competent jurisdiction has approved
indemnification with regard to such amounts or expenses.
Pursuant to Article VI of the Corporation's Bylaws, expenses incurred by
any person who is or was a director, officer, employee or agent of the
Corporation with respect to any claim, action, suit or proceeding of the
character described in the first sentence of the preceding paragraph shall be
advanced by the Corporation prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it
shall be ultimately determined that he is not entitled to indemnification.
Indemnification and
II-2
<PAGE> 14
advancement of expenses pursuant to Article VI of the Corporation's Bylaws is
not exclusive of any rights to which any such director, officer, employee or
other person may otherwise be entitled by contract or by law.
The Corporation carries insurance policies insuring its liability to
officers and directors under the foregoing indemnity and insuring its officers
and directors against liability incurred in their capacity as such.
Any underwriter who may become a party to the proposed form of Underwriting
Agreement, filed as Exhibit 1 to this Registration Statement, will agree to
indemnify the directors of the Corporation and each officer who signs this
Registration Statement against certain liabilities, including liabilities under
the Securities Act of 1933, to the extent specified therein.
ITEM 16. EXHIBITS.
The exhibits filed as part of this Registration Statement are:
<TABLE>
<S> <C> <C>
1 -- Proposed Form of Underwriting Agreement (filed as Exhibit 1 to the Corporation's
Registration Statement No. 33-43453 and incorporated herein by this reference
thereto).
4(a) -- Indenture, dated as of March 1, 1983, between Georgia-Pacific Corporation, The
Chase Manhattan Bank (National Association), Trustee, relating to the Securities
(filed as Exhibit 4(a) to the Corporation's Registration Statement No. 33-34810 and
incorporated herein by this reference thereto).
4(b) -- First Supplemental Indenture, dated as of July 27, 1988, among Georgia-Pacific
Corporation, The Chase Manhattan Bank (National Association), Trustee, and Morgan
Guaranty Trust Company of New York (filed as Exhibit 4.4(ii) to the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1992, File No. 1-3506,
and incorporated herein by this reference thereto).
4(c) -- Proposed Form of Securities (included in Article Two of Exhibit 4(a)).
4(d) -- Credit Agreement, dated as of June 30, 1993, among Georgia-Pacific Corporation, as
borrower, the lenders named therein, and Bank of America National Trust and Savings
Association, as agent (filed as Exhibit 4.1(i) to the Corporation's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1993, File No. 1-3506, and
incorporated herein by this reference thereto).
4(e) -- Amendment No. 1 to Credit Agreement, dated as of November 30, 1994, among
Georgia-Pacific Corporation, the lenders named therein and Bank of America National
Trust and Savings Association, as agent (filed as Exhibit 4.1(ii) to the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1994, File
No. 1-3506, and incorporated herein by this reference thereto).
4(f) -- In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various instruments
defining the rights of holders of long-term debt of the Corporation are not being
filed herewith because the total of securities authorized under each such
instrument does not exceed 10% of the total assets of the Corporation. The
Corporation hereby agrees to furnish a copy of any such instrument to the
Commission upon request.
5 -- Opinion of James F. Kelley, Esq., as to validity of the Securities.
12 -- Computation of Ratios of Earnings to Fixed Charges.
23(a) -- Consent of Arthur Andersen LLP
23(b) -- The consent of James F. Kelley, Esq., is contained in his opinion filed as Exhibit
5 to this Registration Statement.
24 -- Powers of Attorney.
25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank
of New York.
</TABLE>
II-3
<PAGE> 15
ITEM 17. UNDERTAKINGS.
The Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions under Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE> 16
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT ON FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA, ON THE 9TH DAY OF
JUNE, 1995.
GEORGIA-PACIFIC CORPORATION
(Registrant)
By: /s/ JOHN F. McGOVERN
--------------------------------------
John F. McGovern
Senior Vice President -- Finance
and Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ON FORM S-3 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <C>
As officers or directors of GEORGIA-PACIFIC CORPORATION
/s/ A. D. CORRELL Director, Chairman and Chief June 9, 1995
- --------------------------------------------- Executive Officer (Principal
A. D. Correll Executive Officer)
/s/ JOHN F. McGOVERN Senior Vice President--Finance June 9, 1995
- --------------------------------------------- and Chief Financial Officer
John F. McGovern (Principal Financial
Officer)
/s/ JAMES E. TERRELL Vice President and Controller June 9, 1995
- --------------------------------------------- (Principal Accounting
James E. Terrell Officer)
* Director June 9, 1995
- ---------------------------------------------
Robert Carswell
* Director June 9, 1995
- ---------------------------------------------
Jewel Plummer Cobb
* Director June 9, 1995
- ---------------------------------------------
Jane Evans
* Director June 9, 1995
- ---------------------------------------------
Donald V. Fites
</TABLE>
II-5
<PAGE> 17
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <C>
* Director June 9, 1995
- ---------------------------------------------
Harvey C. Fruehauf, Jr.
* Director June 9, 1995
- ---------------------------------------------
Richard V. Giordano
* Director June 9, 1995
- ---------------------------------------------
David R. Goode
* Director June 9, 1995
- ---------------------------------------------
T. Marshall Hahn, Jr.
* Director June 9, 1995
- ---------------------------------------------
M. Douglas Ivester
* Director June 9, 1995
- ---------------------------------------------
Francis Jungers
* Director June 9, 1995
- ---------------------------------------------
Robert E. McNair
* Director June 9, 1995
- ---------------------------------------------
Louis W. Sullivan
* Director June 9, 1995
- ---------------------------------------------
James B. Williams
*By /s/ JAMES F. KELLEY June 9, 1995
- ---------------------------------------------
James F. Kelley
As Attorney-in-Fact for the Directors or
Officers by whose names an asterisk
appears.
</TABLE>
II-6
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ -------------------------------------------------------------------------
<S> <C> <C> <C>
1 -- Proposed Form of Underwriting Agreement (filed as Exhibit 1 to the
Corporation's Registration Statement No. 33-43453 and incorporated herein
by this reference thereto)...............................................
4(a) -- Indenture, dated as of March 1, 1983, between Georgia-Pacific
Corporation, The Chase Manhattan Bank (National Association), Trustee,
relating to the Securities (filed as Exhibit 4(a) to the Corporation's
Registration Statement No. 33-34810 and incorporated herein by this
reference thereto).......................................................
4(b) -- First Supplemental Indenture, dated as of July 27, 1988, among
Georgia-Pacific Corporation, The Chase Manhattan Bank (National
Association), Trustee, and Morgan Guaranty Trust Company of New York
(filed as Exhibit 4.4(ii) to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1992, File No. 1-3506, and incorporated
herein by this reference thereto)........................................
4(c) -- Proposed Form of Securities (included in Article Two of Exhibit 4(a))....
4(d) -- Credit Agreement, dated as of June 30, 1993, among Georgia-Pacific
Corporation, as borrower, the lenders named therein, and Bank of America
National Trust and Savings Association, as agent (filed as Exhibit 4.1(i)
to the Corporation's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1993, File No. 1-3506, and incorporated herein by this reference
thereto).................................................................
4(e) -- Amendment No. 1 to Credit Agreement, dated as of November 30, 1994, among
Georgia-Pacific Corporation, the lenders named therein and Bank of
America National Trust and Savings Association, as agent (filed as
Exhibit 4.1(ii) to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994, File No. 1-3506, and incorporated herein by
this reference thereto.).................................................
4(f) -- In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various
instruments defining the rights of holders of long-term debt of the
Corporation are not being filed herewith because the total of securities
authorized under each such instrument does not exceed 10% of the total
assets of the Corporation. The Corporation hereby agrees to furnish a
copy of any such instrument to the Commission upon request...............
5 -- Opinion of James F. Kelley, Esq., as to validity of the Securities....... *
12 -- Computation of Ratios of Earnings to Fixed Charges....................... *
23(a) -- Consent of Arthur Andersen LLP........................................... *
23(b) -- The consent of James F. Kelley, Esq., is contained in his opinion filed
as Exhibit 5 to this Registration Statement.............................. *
24 -- Powers of Attorney....................................................... *
25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of The Bank of New York.................................................. *
</TABLE>
- ---------------
* Filed by EDGAR.
II-7
<PAGE> 1
EXHIBIT 5
(LOGO) GEORGIA-PACIFIC CORPORATION
<TABLE>
<S> <C>
Law Department 133 Peachtree Street, N.E.
P.O. Box 105605
Atlanta, Georgia 30348-5605
James F. Kelley Telephone (404) 652-5440
Senior Vice President - Law
and General Counsel
</TABLE>
June 9, 1995
To the Board of Directors of
Georgia-Pacific Corporation
Dear Sirs and Mesdames:
As Senior Vice President--Law and General Counsel of Georgia-Pacific
Corporation, a Georgia corporation (the "Corporation"), I have supervised and am
familiar with the corporate proceedings in connection with the authorization of
the issuance of $250,000,000 principal amount of debt securities (the "Debt
Securities") of the Corporation and have examined or caused to be examined a
copy of the Indenture, dated as of March 1, 1983, between the Corporation and
The Chase Manhattan Bank (National Association) ("Chase"), in the form in which
it was executed by the Corporation and Chase, the First Supplemental Indenture,
dated as of July 27, 1988, among the Corporation, Chase and Morgan Guaranty
Trust Company of New York ("Morgan") (which The Bank of New York has succeeded
as Trustee), in the form in which it was executed by the Corporation, Chase and
Morgan (such Indenture, as amended and supplemented by such First Supplemental
Indenture, hereinafter the "Indenture"), and the Corporation's Registration
Statement on Form S-3 dated June 9, 1995 relating to the Debt Securities (the
"Registration Statement").
I have also examined, or caused to be examined, and have relied upon the
originals, or copies identified to my satisfaction, of such corporate records of
the Corporation, certificates of public officials and officers of the
Corporation, and such other agreements, instruments and documents as I have
deemed necessary as a basis for the opinions hereinafter set forth.
Based on the foregoing and such other factors as I deem relevant, I am of
the opinion that:
1. The Corporation is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Georgia, with
full power to execute the Indenture and to issue the Debt Securities.
2. The Board of Directors of the Corporation has duly authorized a
Pricing Committee, acting at any time, to fix the terms of one or more
issues of debt securities of the Corporation, including the Debt
Securities, and to authorize their issue and sale.
3. The Indenture has been duly authorized, executed and delivered by
the Corporation and constitutes a legal, valid and binding obligation of
the Corporation enforceable against the Corporation in accordance with its
terms, except to the extent such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally or by general principles of equity
regardless of whether such enforceability is considered in a proceeding in
equity or at law.
4. When the Pricing Committee shall have duly taken action to
authorize the Corporation to fix the terms of one or more issues of Debt
Securities and to authorize their issue and sale, and Debt Securities with
the term so fixed shall have been authenticated under the Indenture and
issued and sold in
<PAGE> 2
accordance with such action of the Pricing Committee, such Debt Securities
will constitute legal, valid, and binding obligations of the Corporation
enforceable against the Corporation in accordance with their terms, except
to the extent such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors'
rights generally or by general principles of equity regardless of whether
such enforceability is considered in a proceeding in equity or at law, and
will be entitled to the benefits of the Indenture.
I am a member of the Bar of the State of New York and do not hold myself
out to be an expert on the laws of any other state. I express no opinion on the
laws of any jurisdiction other than the laws of the States of New York and
Georgia and the federal law of the United States. Insofar as this opinion
relates to matters of Georgia law, I have relied on the opinion of even date
addressed to me by any attorney in the Law Department of the Corporation
licensed to practice law in the State of Georgia.
I consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of my name under the heading "Validity of Securities"
in the related prospectus.
Very truly yours,
/s/ JAMES F. KELLEY
James F. Kelley
Senior Vice President -- Law
and General Counsel
<PAGE> 1
EXHIBIT 12
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
STATEMENTS OF COMPUTATION OF RATIO
OF EARNINGS TO FIXED CHARGES (UNAUDITED)
(DOLLAR AMOUNTS IN MILLIONS)
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED
MARCH 31, FOR THE YEAR ENDED DECEMBER 31,
----------- ------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ------ ---- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Fixed charges:
Total interest costs......................... $110 $122 $ 460 $516 $567 $598 $ 645
One-third of rent expense.................... 5 4 17 18 19 21 22
---- ---- ------ ---- ---- ---- ------
Total fixed charges.................. 115 126 477 534 586 619 667
Add (deduct):
Income (loss) before income taxes,
extraordinary item and accounting
changes................................... 392 99 572 23 (74) 259 719
Interest capitalized, net of amortization.... 1 4 11 17 18 7 (21)
---- ---- ------ ---- ---- ---- ------
$508 $229 $1,060 $574 $530 $885 $1,365
Ratio of earnings to fixed charges............. 4.42x 1.82x 2.22x 1.07x .90x 1.43x 2.05x
</TABLE>
<PAGE> 1
EXHIBIT 23(A)
[ARTHUR ANDERSEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated February 16,
1995 included (or incorporated by reference) in Georgia-Pacific Corporation's
Annual Report on Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in the Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 5, 1995
<PAGE> 1
EXHIBIT 24
GEORGIA-PACIFIC CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) a Registration Statement on Form S-8 covering 30,000 shares of
the Common Stock of the Corporation related to the 1995 Outside Directors Stock
Plan, and any and all amendments to, and supplements to any prospectus contained
in, such Registration Statement and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys-in-fact and agents may deem necessary
or advisable to enable this Corporation to comply with the securities laws of
the United States and of any State or other political subdivision thereof;
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 25th
day of May, 1995.
/s/ ROBERT CARSWELL
--------------------------------------
Robert Carswell
<PAGE> 2
GEORGIA-PACIFIC CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) a Registration Statement on Form S-8 covering 30,000 shares of
the Common Stock of the Corporation related to the 1995 Outside Directors Stock
Plan, and any and all amendments to, and supplements to any prospectus contained
in, such Registration Statement and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys-in-fact and agents may deem necessary
or advisable to enable this Corporation to comply with the securities laws of
the United States and of any State or other political subdivision thereof;
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 23rd
day of May, 1995.
/s/ JEWEL PLUMMER COBB
--------------------------------------
Jewel Plummer Cobb
<PAGE> 3
GEORGIA-PACIFIC CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) a Registration Statement on Form S-8 covering 30,000 shares of
the Common Stock of the Corporation related to the 1995 Outside Directors Stock
Plan, and any and all amendments to, and supplements to any prospectus contained
in, such Registration Statement and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys-in-fact and agents may deem necessary
or advisable to enable this Corporation to comply with the securities laws of
the United States and of any State or other political subdivision thereof;
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 23rd
day of May, 1995.
/s/ JANE EVANS
--------------------------------------
Jane Evans
<PAGE> 4
GEORGIA-PACIFIC CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) a Registration Statement on Form S-8 covering 30,000 shares of
the Common Stock of the Corporation related to the 1995 Outside Directors Stock
Plan, and any and all amendments to, and supplements to any prospectus contained
in, such Registration Statement and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys-in-fact and agents may deem necessary
or advisable to enable this Corporation to comply with the securities laws of
the United States and of any State or other political subdivision thereof;
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 30th
day of May, 1995.
/s/ DONALD V. FITES
--------------------------------------
Donald V. Fites
<PAGE> 5
GEORGIA-PACIFIC CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) a Registration Statement on Form S-8 covering 30,000 shares of
the Common Stock of the Corporation related to the 1995 Outside Directors Stock
Plan, and any and all amendments to, and supplements to any prospectus contained
in, such Registration Statement and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys-in-fact and agents may deem necessary
or advisable to enable this Corporation to comply with the securities laws of
the United States and of any State or other political subdivision thereof;
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 24th
day of May, 1995.
/s/ HARVEY C. FRUEHAUF, JR.
--------------------------------------
Harvey C. Fruehauf, Jr.
<PAGE> 6
GEORGIA-PACIFIC CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) a Registration Statement on Form S-8 covering 30,000 shares of
the Common Stock of the Corporation related to the 1995 Outside Directors Stock
Plan, and any and all amendments to, and supplements to any prospectus contained
in, such Registration Statement and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys-in-fact and agents may deem necessary
or advisable to enable this Corporation to comply with the securities laws of
the United States and of any State or other political subdivision thereof;
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 30th
day of May, 1995.
/s/ RICHARD V. GIORDANO
--------------------------------------
Richard V. Giordano
<PAGE> 7
GEORGIA-PACIFIC CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) a Registration Statement on Form S-8 covering 30,000 shares of
the Common Stock of the Corporation related to the 1995 Outside Directors Stock
Plan, and any and all amendments to, and supplements to any prospectus contained
in, such Registration Statement and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys-in-fact and agents may deem necessary
or advisable to enable this Corporation to comply with the securities laws of
the United States and of any State or other political subdivision thereof;
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 26th
day of May, 1995.
/s/ DAVID R. GOODE
--------------------------------------
David R. Goode
<PAGE> 8
GEORGIA-PACIFIC CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) a Registration Statement on Form S-8 covering 30,000 shares of
the Common Stock of the Corporation related to the 1995 Outside Directors Stock
Plan, and any and all amendments to, and supplements to any prospectus contained
in, such Registration Statement and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys-in-fact and agents may deem necessary
or advisable to enable this Corporation to comply with the securities laws of
the United States and of any State or other political subdivision thereof;
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 26th
day of May, 1995.
/s/ T. MARSHALL HAHN, JR.
--------------------------------------
T. Marshall Hahn, Jr.
<PAGE> 9
GEORGIA-PACIFIC CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) a Registration Statement on Form S-8 covering 30,000 shares of
the Common Stock of the Corporation related to the 1995 Outside Directors Stock
Plan, and any and all amendments to, and supplements to any prospectus contained
in, such Registration Statement and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys-in-fact and agents may deem necessary
or advisable to enable this Corporation to comply with the securities laws of
the United States and of any State or other political subdivision thereof;
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 25th
day of May, 1995.
/s/ M. DOUGLAS IVESTER
--------------------------------------
M. Douglas Ivester
<PAGE> 10
GEORGIA-PACIFIC CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) a Registration Statement on Form S-8 covering 30,000 shares of
the Common Stock of the Corporation related to the 1995 Outside Directors Stock
Plan, and any and all amendments to, and supplements to any prospectus contained
in, such Registration Statement and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys-in-fact and agents may deem necessary
or advisable to enable this Corporation to comply with the securities laws of
the United States and of any State or other political subdivision thereof;
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 25th
day of May, 1995.
/s/ FRANCIS JUNGERS
--------------------------------------
Francis Jungers
<PAGE> 11
GEORGIA-PACIFIC CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) a Registration Statement on Form S-8 covering 30,000 shares of
the Common Stock of the Corporation related to the 1995 Outside Directors Stock
Plan, and any and all amendments to, and supplements to any prospectus contained
in, such Registration Statement and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys-in-fact and agents may deem necessary
or advisable to enable this Corporation to comply with the securities laws of
the United States and of any State or other political subdivision thereof;
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 23rd
day of May, 1995.
/s/ ROBERT E. MCNAIR
--------------------------------------
Robert E. McNair
<PAGE> 12
GEORGIA-PACIFIC CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) a Registration Statement on Form S-8 covering 30,000 shares of
the Common Stock of the Corporation related to the 1995 Outside Directors Stock
Plan, and any and all amendments to, and supplements to any prospectus contained
in, such Registration Statement and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys-in-fact and agents may deem necessary
or advisable to enable this Corporation to comply with the securities laws of
the United States and of any State or other political subdivision thereof;
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 22nd
day of May, 1995.
/s/ LOUIS W. SULLIVAN
--------------------------------------
Louis W. Sullivan
<PAGE> 13
GEORGIA-PACIFIC CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) a Registration Statement on Form S-8 covering 30,000 shares of
the Common Stock of the Corporation related to the 1995 Outside Directors Stock
Plan, and any and all amendments to, and supplements to any prospectus contained
in, such Registration Statement and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys-in-fact and agents may deem necessary
or advisable to enable this Corporation to comply with the securities laws of
the United States and of any State or other political subdivision thereof;
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 22nd
day of May, 1995.
/s/ JAMES B. WILLIAMS
--------------------------------------
James B. Williams
<PAGE> 1
EXHIBIT 25
- --------------------------------------------------------------------------------
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) / /
---------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
<TABLE>
<S> <C>
NEW YORK 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 WALL STREET, NEW YORK, N.Y. 10286
(Address of principal executive offices) (Zip code)
</TABLE>
---------------------
GEORGIA-PACIFIC CORPORATION
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
GEORGIA 93-0432081
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
133 PEACHTREE STREET, N.E. 30303
ATLANTA, GEORGIA (Zip code)
(Address of principal executive offices)
</TABLE>
---------------------
DEBT SECURITIES
(Title of the indenture securities)
- --------------------------------------------------------------------------------
<PAGE> 2
1. General information. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
<TABLE>
<CAPTION>
NAME ADDRESS
------------------------------------ ------------------------------------
<S> <C>
Superintendent of Banks of the State 2 Rector Street, New York, N.Y.
of New York 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y.
10045
Federal Deposit Insurance Washington, D.C. 20549
Corporation
New York Clearing House Association New York, New York
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None. (See Note on page 3.)
16. List of Exhibits. Exhibits identified in parentheses below, on file
with the Commission, are incorporated herein by reference as an exhibit hereto,
pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and
Rule 24 of the Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise corporate
trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with
Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed
with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of May, 1995.
THE BANK OF NEW YORK
By: /s/ MARY JANE MORRISSEY
------------------------------------
Name: Mary Jane Morrissey
Title: Assistant Vice President
<PAGE> 4
CONSOLIDATED REPORT OF CONDITION OF
THE BANK OF NEW YORK
OF 48 WALL STREET, NEW YORK, N.Y. 10286
AND FOREIGN AND DOMESTIC SUBSIDIARIES,
a member of the Federal Reserve System, at the close of business March 31, 1995,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
IN THOUSANDS
--------------
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin............................................... $ 3,575,856
Interest-bearing balances........................................................................ 747,540
Securities:
Hold-to-maturity securities...................................................................... 1,283,688
Available-for-sale securities.................................................................... 1,615,292
Federal funds sold in domestic offices of the bank................................................. 5,577,896
Loans and lease financing receivables:
Loans and leases, net of unearned income...............................................24,763,265
LESS: Allowance for loan and lease losses............................................... 532,411
LESS: Allocated transfer risk reserve................................................... 28,558
Loans and leases, net of unearned income, allowance, and reserve................................. 24,202,296
Assets held in trading accounts.................................................................... 1,502,750
Premises and fixed assets (including capitalized leases)........................................... 618,958
Other real estate owned............................................................................ 47,755
Investments in unconsolidated subsidiaries and associated companies................................ 184,149
Customers' liability to this bank on acceptances outstanding....................................... 1,018,696
Intangible assets.................................................................................. 101,149
Other assets....................................................................................... 1,227,291
--------------
Total assets....................................................................................... $ 41,703,316
==============
LIABILITIES
Deposits:
In domestic offices.............................................................................. $ 18,543,633
Noninterest-bearing.................................................................... 6,949,896
Interest-bearing.......................................................................11,593,737
In foreign offices, Edge and Agreement subsidiaries, and IBFs.................................... 11,303,075
Noninterest-bearing..................................................................... 65,927
Interest-bearing.......................................................................11,237,148
Federal funds purchased and securities sold under agreements to repurchase in domestic offices of
the bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased.......................................................................... 1,327,537
Securities sold under agreements to repurchase................................................... 37,400
Demand notes issued to the U.S. Treasury........................................................... 97,827
Trading liabilities................................................................................ 1,349,293
Other borrowed money:
With original maturity of one year or less....................................................... 2,027,148
With original maturity of more than one year..................................................... 313,877
Bank's liability on acceptances executed and outstanding........................................... 1,018,848
Subordinated notes and debentures.................................................................. 1,056,320
Other liabilities.................................................................................. 1,435,093
--------------
Total liabilities.................................................................................. 38,510,051
--------------
EQUITY CAPITAL
Common stock....................................................................................... 942,284
Surplus............................................................................................ 525,666
Undivided profits and capital reserves............................................................. 1,753,592
Net unrealized holding gains (losses) on available-for-sale securities............................. (22,501)
Cumulative foreign currency translation adjustments................................................ (5,776)
--------------
Total equity capital............................................................................... 3,193,265
--------------
Total liabilities and equity capital............................................................... $ 41,703,316
==============
</TABLE>
<PAGE> 5
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacot
Thomas A. Renyi
Alan R. Griffith
Directors
