<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 25, 1995
(Date of Report)
---------------------------
GEORGIA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
GEORGIA
(State of Incorporation)
1-3506
(Commission File Number)
93-0432081
(IRS Employer Identification Number)
133 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
(Address of Principal Executive Offices)
(404) 652-4000
(Registrant's Telephone Number, including area code)
<PAGE> 2
Item 5. Other Events.
On April 18, 1995, Georgia-Pacific Corporation (the "Corporation")
entered into a Terms Agreement (the "Terms Agreement") with Salomon Brothers
Inc, Bear, Stearns & Co. Inc., Goldman, Sachs & Co. and Morgan Stanley & Co.
Incorporated as the Underwriters named therein (the "Underwriters"). Pursuant
to the Terms Agreement and the Underwriting Agreement filed as an exhibit to
the Corporation's Registration Statement on Form S-3 (No. 33-43453)(the
"Underwriting Agreement"), the Corporation sold to the Underwriters, and the
Underwriters purchased from the Corporation, upon and subject to the terms and
conditions set forth in the Terms Agreement, $250,000,000 aggregate principal
amount of the Corporation's 8 5/8% Debentures Due April 30, 2025 (the
"Debentures").
The Debentures were registered pursuant to a Registration Statement on
Form S-3 (File No. 33-65208)(the "Registration Statement"), filed by the
Corporation with the Securities and Exchange Commission (the "Commission") on
June 29, 1993, and made effective on July 23, 1993, covering the offering on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 of up to $500,000,000 aggregate principal amount of the Corporation's
unsubordinated non-convertible unsecured debt securities. Information
concerning the Debentures and related matters is set forth in the Prospectus,
dated April 18, 1995, and Prospectus Supplement, dated April 18, 1995, filed
with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933,
as amended.
The Debentures were issued under and in accordance with the Indenture,
dated as of March 1, 1983, between the Corporation and The Chase Manhattan Bank
(National Association)("Chase")(the "Indenture"), as amended and supplemented
by the First Supplemental Indenture, dated as of July 27, 1988, among the
Corporation, Chase, and Morgan Guaranty Trust Company of New York, as Trustee
(the "First Supplemental Indenture"). The Indenture was filed as Exhibit 4(a)
to the Corporation's Registration Statement on Form S-3 (Registration No.
33-34810), and the First Supplemental Indenture was filed as Exhibit 4 to the
Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30,
1988.
The Underwriting Agreement, Terms Agreement, Specimen Debenture, an
Officers' Certificate establishing certain terms of the Debentures, and an
opinion of counsel as to the Debentures are being filed as Exhibits to this
Report.
<PAGE> 3
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
Exhibit 1(i) Underwriting Agreement dated October
22, 1991 (filed as Exhibit 1 to the
Corporation's Registration Statement
on Form S-3 (Registration No. 33-
43453) and incorporated herein by
this reference thereto)
Exhibit 1(ii) Terms Agreement dated April 18, 1995
Exhibit 4(i) Specimen of the Corporation's 8 5/8%
Debentures Due April 30, 2025
Exhibit 4(ii) Officers' Certificate dated April
25, 1995, establishing certain terms
of the Debentures
Exhibit 5 Opinion of James F. Kelley, Esq.,
as to the validity of the Debentures
Exhibit 24(b) The consent of James F. Kelley,
Esq., is contained in his opinion at
Exhibit 5 hereto
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: April 25, 1995
GEORGIA-PACIFIC CORPORATION
By /s/ John F. McGovern
------------------------
John F. McGovern
Senior Vice President -
Finance and Chief
Financial Officer
<PAGE> 5
<TABLE>
<CAPTION>
GEORGIA-PACIFIC CORPORATION
Exhibit Index to Form 8-K
The following Exhibits are filed herewith:
Number Description Page No.*
- ------ ----------- ---------
<S> <C> <C>
Exhibit 1(i) Underwriting Agreement dated October 22, 1991
(filed as Exhibit 1 to the Corporation's
Registration Statement on Form S-3 (Registration No.
33-43453) and incorporated herein by this reference
thereto)
Exhibit 1(ii) Terms Agreement dated April 18, 1995
Exhibit 4(i) Specimen of the Corporation's 8 5/8% Debentures Due
April 30, 2025
Exhibit 4(ii) Officers' Certificate dated April 18, 1995, establishing
certain terms of the Debentures
Exhibit 5 Opinion of James F. Kelley, Esq., as to the validity of
the Debentures
Exhibit 24(b) The consent of James F. Kelley, Esq., is contained in his
opinion at Exhibit 5 hereto
</TABLE>
- --------------------------------------------------------------------------------
* This information appears only in the manually signed original of the
Current Report on Form 8-K.
<PAGE> 1
EXHIBIT 1(ii)
GEORGIA-PACIFIC CORPORATION
(the "Corporation")
TERMS AGREEMENT
April 18, 1995
Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30303-5605
Attention: John F. McGovern
Senior Vice President - Finance
and Chief Financial Officer
Dear Sirs:
We offer to purchase, on and subject to the terms and
conditions of the Underwriting Agreement filed as an exhibit to the
Corporation's registration statement on Form S-3 (No. 33-65208)(the
"Underwriting Agreement"), the following securities (the "Securities") on the
following terms:
Title: 8 5/8% Debentures Due April 30, 2025.
Principal Amount: $250,000,000.
Interest: 8 5/8% per annum, from April 25, 1995, payable
semiannually in arrears on October 30 and April 30, commencing October 30,
1995, to holders of record on the preceding October 15 or April 15, as the case
may be.
Maturity: April 30, 2025.
Optional Redemption: The Debentures are redeemable at any time
on or after April 30, 2005 at the Corporation's option, as a whole or from time
to time in part, upon not less than 30 nor more than 60 days' notice, as
provided in the Indenture, at a Redemption Price equal to the percentage of the
principal amount set forth below if redeemed in the 12-month period beginning
April 30 of the years indicated:
<PAGE> 2
<TABLE>
<CAPTION>
Year Redemption Price
---- ----------------
<S> <C>
2005 . . . . . . . . 104.205%
2006 . . . . . . . . 103.784%
2007 . . . . . . . . 103.364%
2008 . . . . . . . . 102.943%
2009 . . . . . . . . 102.523%
2010 . . . . . . . . 102.102%
2011 . . . . . . . . 101.682%
2012 . . . . . . . . 101.261%
2013 . . . . . . . . 100.841%
2014 . . . . . . . . 100.420%
</TABLE>
and thereafter at 100% of the principal amount thereof, together in each case
with accrued interest to the Redemption Date.
Sinking Fund: None.
Delayed Delivery Contracts: None.
Purchase Price: 98.909% of principal amount, plus accrued
interest from April 25, 1995, if any.
Expected Reoffering Price: 99.784% of principal amount, plus
accrued interest from April 25, 1995, if any.
Closing: 9:00 A.M. on April 25, 1995, at the offices of
Sullivan & Cromwell, 250 Park Avenue, New York, New York with payment to be
made in immediately available funds.
Names and Addresses of Underwriters:
Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
2
<PAGE> 3
The respective principal amounts of the Securities to be
purchased by each of the Underwriters are set forth opposite their names in
Schedule A hereto.
The provisions of the Underwriting Agreement are incorporated
herein by reference.
The legal opinion referred to in Section 5(f) of the
Underwriting Agreement and Schedule III thereto shall be delivered by James F.
Kelley, Senior Vice President - Law of the Corporation.
The specified percentage of the principal amount of the
Securities for the purposes of Section 10 of the Underwriting Agreement shall
be 10%.
The Securities will be made available for checking and
packaging at the office of The Bank of New York at least 24 hours prior to the
Closing Date.
This Terms Agreement, including your acceptance hereof, may be
executed by any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
Please signify your acceptance of our offer by signing the
enclosed response to us in the space provided and returning it to us.
Very truly yours,
SALOMON BROTHERS INC
/s/ Jenny A. Hourihan
By: Jenny A. Hourihan
-------------------------------
Title: Vice President
----------------------------
DILLON, READ & CO. INC.
/s/ William H. Dowson
By: William H. Dowson
-------------------------------
Title: Sr. Vice President
----------------------------
/s/ Goldman, Sachs & Co.
---------------------------------
(Goldman, Sachs & Co.)
3
<PAGE> 4
MORGAN STANLEY & CO.
INCORPORATED
/s/ William H. White
By: William H. White
------------------
Title: Principal
---------------
4
<PAGE> 5
SCHEDULE A
<TABLE>
<CAPTION>
Principal
Underwriter Amount
----------- ------
<S> <C> <C>
Salomon Brothers Inc $ 62,500,000
Dillon, Read & Co. Inc. 62,500,000
Goldman, Sachs & Co. 62,500,000
Morgan Stanley & Co. Incorporated 62,500,000
Total . . . . . . . . . . . . . . . . . . . . . . . . $250,000,000
============
</TABLE>
5
<PAGE> 6
To: Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
We accept the offer contained in your letter, dated April 18,
1995, relating to $250,000,000 principal amount of our 8 5/8% Debentures Due
April 30, 2025. We also confirm that, to the best of our knowledge after
reasonable investigation, the representations and warranties of the undersigned
in the Underwriting Agreement filed as an exhibit to the undersigned's
registration statement on Form S-3 (No. 33-65208) (the "Underwriting
Agreement") are true and correct and no stop order suspending the effectiveness
of the Registration Statement (as defined in the Underwriting Agreement) or any
part thereof has been issued and no proceedings for that purpose have been
instituted or, to the knowledge of the undersigned, are contemplated by the
Securities and Exchange Commission.
Dated: April 18, 1995 Very truly yours,
GEORGIA-PACIFIC CORPORATION
By: /s/ John F. McGovern
-------------------------------
John F. McGovern
Senior Vice President - Finance
and Chief Financial Officer
6
<PAGE> 1
<TABLE>
EXHIBIT 4(i)
<S> <C> <C>
REGISTERED REGISTERED
NUMBER (LOGO)
R $
GEORGIA-PACIFIC CORPORATION
8 5/8% DEBENTURE DUE APRIL 30, 2025 CUSIP 373298 BL 1
SEE REVERSE FOR CERTAIN DEFINITIONS
GEORGIA-PACIFIC CORPORATION, a Georgia corporation (hereinafter referred to as the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
8 5/8% 8 5/8%
DUE DUE
2025 2025
or registered assigns, the principal sum of DOLLARS
on April 30, 2025, and to pay interest thereon from April 25, 1995, or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in arrears on October 30 and April 30 of each year, commencing October 30, 1995,
at the rate of 8 5/8% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture hereinafter referred to, be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the October 15 or April 15, as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in
said Indenture.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that
at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.
Referense is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Date:
GEORGIA-PACIFIC CORPORATION
By
TRUSTEE'S CERTIFICATE OF AUTHENTICATION A. D. Correll
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK, Chairman
as Trustee Attest:
By Kenneth F. Khoury
(SEAL)
Authorized Signature Secretary
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
GEORGIA-PACIFIC CORPORATION
8 5/8% DEBENTURE DUE APRIL 30, 2025
This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to
be issued in one or more series under an Indenture, dated as of March 1, 1983, between the Company and The Chase Manhattan Bank
(National Association)("Chase"), as amended and supplemented by a First Supplemental Indenture dated as of July 27, 1988 (such
Indenture as so amended and supplemented, the "Indenture"), among the Company, Chase and Morgan Guaranty Trust Company of New York,
as Trustee (The Bank of New York, as successor trustee under the Indenture, along with any other successor trustee under the
Indenture with respect to the series of Securities of which this Security is a part, is herein called the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $250,000,000.
The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any
time, on or after April 30, 2005, as a whole or in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed during the 12-month period beginning April 30 of the years
indicated,
Year Redemption Price Year Redemption Price
- ---- ---------------- ---- ----------------
2005..................... 104.205% 2010................... 102.102%
2006..................... 103.784 2011................... 101.682
2007..................... 103.364 2012................... 101.261
2008..................... 102.943 2013................... 100.841
2009 .................... 102.523 2014................... 100.420
and thereafter at a Redemption Price equal to 100% of the principal amount, together in the case of any such redemption with
accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date
will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the Indenture.
The Securities of this series will not be entitled to any sinking fund.
In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
In an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of 66 2/3% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all the Securities of
such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this
Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the
Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the desginated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any
integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this
series are exchangeable for a like aggregate principal amount of Securites of this series of a different authorized denomination, as
requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the
Indenture.
--------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though
they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT - __________ Custodian __________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act ___________________________
in common (State)
Additional abbreviations may also be used though not in the above list.
--------------------
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/ /
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
the within Debenture and all rights thereunder, hereby irrevocably constituting and appointing
____________________________________________________________________________________________________________________________attorney
to transfer said Debenture on the books of the Company, with full power of substitution in the premises.
Dated:___________________________________________________________
___________________________________________________________
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument, in every
particular, without alteration or enlargement or any change whatever.
</TABLE>
<PAGE> 1
EXHIBIT 4(ii)
GEORGIA-PACIFIC CORPORATION
Officers' Certificate
Pursuant to Sections 102 and 301 of the Indenture dated as of
March 1, 1983, between Georgia-Pacific Corporation (the "Corporation") and The
Chase Manhattan Bank (National Association)("Chase"), as supplemented by the
First Supplemental Indenture, dated as of July 27, 1988 (collectively, the
"Indenture"), among the Corporation, Chase and Morgan Guaranty Trust Company of
New York (whom The Bank of New York has succeeded as Trustee), the undersigned
Senior Vice President - Finance and Chief Financial Officer and the Treasurer
of the Corporation each hereby certifies as follows:
(1) He has read all provisions in the Indenture relating
to conditions precedent to the authentication and delivery of $250,000,000
aggregate principal amount of the Corporation's 8 5/8% Debentures Due April 30,
2025 (the "Debentures") and the definitions in the Indenture relating thereto
and has made such investigation as he considered necessary in connection with
the delivery hereof.
(2) In his opinion, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as
to whether or not provisions in the Indenture relating to conditions precedent
to the authentication and delivery of the Debentures under the Indenture have
been complied with.
(3) In his opinion, such provisions have been complied
with.
(4) Pursuant to resolutions adopted by the Board of
Directors of the Corporation (or the Executive Committee thereof) at meetings
duly called and held on February 24, 1983, July 25, 1986, July 25, 1988,
January 29, 1992, January 27, 1993 and May 4, 1993, and by the Pricing
Committee of the Board of Directors at a meeting duly called and held on April
18, 1995, the terms of the Debentures to be issued under the Indenture shall be
as follows:
(i) The title of the Debentures is "8 5/8%
Debentures Due April 30, 2025".
<PAGE> 2
(ii) The Debentures are to be issued in, and
limited to, an aggregate principal amount of $250,000,000
(except for Debentures authenticated and delivered upon
registration of, transfer of, or in exchange for, or in lieu
of, other Debentures pursuant to the terms of the Indenture).
(iii) The unpaid principal of the Debentures is
payable on April 30, 2025, subject to the provisions of the
Indenture respecting acceleration and earlier redemption.
(iv) The Debentures shall bear interest at a rate
of 8 5/8% per annum from April 25, 1995 or from the most
recent Interest Payment Date to which interest has been
paid or provided for, payable semi-annually in arrears on
October 30 and April 30 of each year, beginning on October 30,
1995, to the Person in whose name the Debenture (or any
predecessor Debenture) is registered at the close of business
on the October 15 or April 15, as the case may be, next
preceding such Interest Payment Date.
(v) Principal (and premium, if any) and interest
on the Debentures are payable at the Corporate Trust Office
of the Trustee in the Borough of Manhattan, City of New
York, provided, however, that at the option of the Corporation
such payment may be made by check mailed to the Person
entitled thereto as provided in the Indenture.
(vi) The Debentures are subject to redemption upon
not less than 30 nor more than 60 days' notice given as
provided in the Indenture at any time, on or after April 30,
2005, as a whole or in part, at the election of the
Corporation, at the following redemption prices (expressed as
percentages of the principal amount) if redeemed during the
12-month period beginning April 30 of the years indicated:
<TABLE>
<CAPTION>
Year Redemption Price Year Redemption Price
---- ---------------- ---- ----------------
<S> <C> <C> <C>
2005 104.205% 2010 102.102%
2006 103.784% 2011 101.682%
2007 103.364% 2012 101.261%
2008 102.943% 2013 100.841%
2009 102.523% 2014 100.420%
</TABLE>
and thereafter at 100% of the principal amount thereof, together in each case
with accrued interest to the Redemption Date.
(vii) The Debentures will not be entitled to the
benefit of any sinking fund.
-2-
<PAGE> 3
Capitalized terms not otherwise defined herein have the meanings
specified in the Indenture.
IN WITNESS WHEREOF, we have hereunto signed our names the 25th day of
April, 1995.
By /s/ John F. McGovern
------------------------------------
John F. McGovern
Senior Vice President - Finance
and Chief Financial Officer
By: /s/ Danny W. Huff
----------------------------------
Danny W. Huff
Treasurer
-3-
<PAGE> 1
EXHIBIT 5
[LOGO] GEORGIA-PACIFIC CORPORATION
133 Peachtree Street, N.E.
P.O. Box 105605
Atlanta, Georgia 30348-5605
Telephone (404) 652-4000
April 25, 1995
To the Board of Directors of
Georgia-Pacific Corporation
Dear Sirs and Mesdames:
As Senior Vice President - Law of Georgia-Pacific Corporation, a Georgia
corporation ("Georgia-Pacific"), I have supervised the corporate proceedings in
connection with the authorization of the issuance of $250,000,000 aggregate
principal amount of Georgia-Pacific's 8 5/8% Debentures Due April 30, 2025
(the "Debentures"), issued under the Indenture, dated as of March 1, 1983
between Georgia-Pacific and The Chase Manhattan Bank (National
Association)("Chase"), as amended and supplemented by the First Supplemental
Indenture dated July 27, 1988 (the Indenture, as so amended and supplemented,
the "Indenture") among Georgia-Pacific, Chase and Morgan Guaranty Trust Company
of New York (whom The Bank of New York has succeeded as Trustee), and covered
by a Registration Statement on Form S-3 (File No. 33-65208)(the "Registration
Statement") filed by Georgia-Pacific with the Securities and Exchange
Commission on June 29, 1993 and declared effective on July 23, 1993.
I am familiar with the corporate proceedings of Georgia-Pacific with respect to
the issuance and sale of the Debentures, and I have reviewed, or caused to be
reviewed, the Registration Statement. In addition I have examined, or caused
to be examined, and have relied upon the originals, or copies identified to my
satisfaction, of such corporate records of Georgia-Pacific, certificates of
public officials and officers of Georgia-Pacific, and such other agreements,
instruments and documents as I have deemed necessary as a basis for the
opinions hereinafter set forth.
Based upon the foregoing and upon such other factors as I deem relevant, I am
of the opinion that:
<PAGE> 2
Board of Directors
Georgia-Pacific Corporation
April 25, 1995
Page 2
(1) Georgia-Pacific is a corporation duly incorporated
and 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
Debentures.
(2) the Indenture has been duly authorized, executed and
delivered by Georgia-Pacific, and constitutes a valid and legally
binding instrument enforceable against Georgia-Pacific in accordance
with its terms, except to the extent enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles, regardless of whether such enforceability is considered in
a proceeding in equity or at law.
(3) the Debentures have been duly issued, authenticated
and delivered pursuant to the Indenture and constitute valid and
legally binding obligations of Georgia-Pacific enforceable against
Georgia-Pacific in accordance with their terms, except to the extent
enforceability may be limited by bankruptcy, insolvency, moratorium or
other similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles, regardless of whether
such enforceability is considered in a proceeding in equity or at law
and are entitled to the benefits provided by the Indenture.
I hereby consent to the use of this opinion as an exhibit to Georgia-Pacific's
Current Report on Form 8-K, dated April 25, 1995, and its incorporation by
reference in the Registration Statement and such other registration statements
as may incorporate such report on Form 8-K by reference.
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 State 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 an attorney in the Law Department of Georgia-Pacific 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
