<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended September 30, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ________________ to ________________
Commission file number 1-3506
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below: Georgia-Pacific Corporation Investment
Plan for Certain Non-Union Hourly Employees of Butler Paper Company and Leaf
River Forest Products, Inc.
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: Georgia-Pacific Corporation, 133
Peachtree Street, N.E., Atlanta, Georgia 30303.
<PAGE> 2
GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
FINANCIAL STATEMENTS AND SCHEDULES
SEPTEMBER 30, 1994 AND 1993
TOGETHER WITH
AUDITORS' REPORT
<PAGE> 3
GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
FINANCIAL STATEMENTS AND SCHEDULES
SEPTEMBER 30, 1994 AND 1993
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits--September 30, 1994
and 1993
Statement of Changes in Net Assets Available for Benefits for the Year
Ended September 30, 1994
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27(a)--Schedule of Assets Held for
Investment Purposes--September 30, 1994
Schedule II: Item 27(d)--Schedule of Reportable Transactions
for the Year Ended September 30, 1994
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Georgia-Pacific Corporation:
We have audited the accompanying statements of net assets available for
benefits of the GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN FOR CERTAIN
NON-UNION HOURLY EMPLOYEES OF BUTLER PAPER COMPANY AND LEAF RIVER FOREST
PRODUCTS, INC. as of September 30, 1994 and 1993 and the related statement of
changes in net assets available for benefits for the year ended September 30,
1994. These financial statements and the schedules referred to below are the
responsibility of the plan administrator. Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the
Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. as of
September 30, 1994 and 1993 and the changes in its net assets available for
benefits for the year ended September 30, 1994 in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in
the statements of net assets available for benefits and the statement of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Atlanta, Georgia
December 16, 1994
<PAGE> 5
GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
Fixed
Common Investment Georgia-Pacific
Stock Fund Fund Stock Fund Total
----------- ---------- --------------- ---------
<S> <C> <C> <C> <C>
Assets:
Investments $121,690 $378,208 $36,212 $536,110
Contributions receivable 4,197 9,198 1,149 14,544
-------- -------- ------- --------
Total assets 125,887 387,406 37,361 550,654
Liabilities:
Due to brokers - - 1,300 1,300
-------- -------- ------- --------
NET ASSETS AVAILABLE FOR BENEFITS $125,887 $387,406 $36,061 $549,354
======== ======== ======= ========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 6
GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
SEPTEMBER 30, 1993
<TABLE>
<CAPTION>
Fixed
Common Investment Georgia-Pacific
Stock Fund Fund Stock Fund Total
---------- ---------- --------------- ---------
<S> <C> <C> <C> <C>
Assets:
Investments $247,350 $1,274,692 $310,602 $1,832,644
Contributions receivable 11,151 42,445 10,713 64,309
-------- ---------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $258,501 $1,317,137 $321,315 $1,896,953
======== ========== ======== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 7
GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
FOR THE YEAR ENDED SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
Georgia-
Common Fixed Pacific
Stock Investment Stock
Fund Fund Fund Total
-------- ---------- --------- -----
<S> <C> <C> <C> <C>
Contributions:
Participants' $ 60,726 $ 184,841 $ 39,017 $ 284,584
Company matching 22,193 80,367 14,760 117,320
-------- ---------- --------- ----------
Total contributions 82,919 265,208 53,777 401,904
Net investment income:
Interest and dividends 6,228 50,171 4,594 60,993
Net appreciation (depreciation) in
market value of investments (7,364) (56,924) 11,385 (52,903)
-------- ---------- --------- ----------
Net investment income (loss) (1,136) (6,753) 15,979 8,090
Amounts distributed to participants (6,286) (44,500) (16,192) (66,978)
Interfund transfers 3,767 (3,092) (675) 0
Transfer to plan of sold operation (211,878) (1,140,594) (338,143) (1,690,615)
-------- ---------- --------- ----------
Change in net assets available
for benefits (132,614) (929,731) (285,254) (1,347,599)
Net assets available for benefits,
beginning of year 258,501 1,317,137 321,315 1,896,953
-------- ---------- --------- ----------
Net assets available for benefits,
end of year $125,887 $ 387,406 $ 36,061 $ 549,354
======== ========== ========= ==========
Number of units outstanding in
investment fund at end of year 2,790.00 37,798.00 2,464.00
======== ========= ========
Unit value at end of year $43.62 $9.94 $14.17
===== ==== =====
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 8
GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SEPTEMBER 30, 1994 AND 1993
NOTE 1. DESCRIPTION OF THE PLAN AND BENEFITS
The Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. (the
"Plan") is a voluntary contributory profit-sharing plan adopted October 1,
1984. The Plan was amended and restated as of October 1, 1989. Certain groups
of non-union employees ("Participants") of affiliates of Great Northern Nekoosa
Corporation (the "Company") are eligible to participate in the Plan.
ELIGIBILITY
Non-union employees at certain locations as identified in the Plan shall be
eligible to participate in the Plan on the first day of any calendar quarter
following the completion of one year of service.
CONTRIBUTIONS
Participants may contribute up to 10% of their compensation as defined, on a
before-tax basis but not to exceed the maximum specified by federal tax law.
The Plan allows rollover contributions from other qualified retirement plans.
The Company will match 50% of each Participant's contributions, up to the first
4% or 6% of compensation, depending upon the provisions negotiated for the
participation of a given location.
Participants may allocate their contributions and Company contributions among
the investment options in 10% increments and change their investment elections
on any business day up to four times per year. (See Note 3 for a description
of the various investment options).
VESTING
Participants vest immediately in their own contributions and earnings thereon.
Each Participant shall become fully vested in Company matching contributions
after five years of service or in the event of death while employed,
disability, or retirement. In any other event, company matching contributions
vest at the rate of 20% per year.
WITHDRAWALS
A Participant may withdraw all or a portion of his account balance related to
his after-tax contributions once during each twelve month period. A portion of
such withdrawals will be treated as investment income subject to income taxes
in the year received. Contributions excluded from gross income for federal
income tax purposes can be withdrawn only in the case of a financial hardship
and are subject to taxes in the year received. The withdrawals (either full or
partial) are paid in cash. Withdrawals of before-tax contributions result in
a suspension of the right to make employee contributions to the Plan for a
period of at least twelve months.
<PAGE> 9
TERMINATIONS
Eligibility to make pre-tax deferrals or receive matching contributions under
the Plan terminates if any of the following events occur: termination of
employment, retirement, death, or disability.
In the event of a Participant's death, retirement, or disability, the
Participant or his beneficiary receives in cash and/or Georgia-Pacific
Corporation common stock his entire account balance. If termination occurs for
other reasons, only vested amounts are distributed to the Participant, and
nonvested amounts are forfeited. Such forfeitures are used to reduce the
Company's future contributions. If a former Participant returns to the employ
of the Company and reenters the Plan within five years of the date of
termination, any amounts previously forfeited are reinstated to the
Participant's account.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared on the accrual basis
of accounting.
The investments are held by Vanguard Fiduciary Trust Company (the "Trustee").
All investments are presented at market value. Market values of stocks and
bonds are determined principally from quotations as reported on various
securities exchanges.
The net appreciation (depreciation) in the market value of investments in the
accompanying statement of changes in net assets available for benefits reflects
the net difference between the market value and cost at the beginning and end
of the year for assets held throughout the year, as well as the difference
between the year end market value and cost for assets purchased during the
year. For assets sold or distributed during the year, the net appreciation
(depreciation) reflects the net difference between the market value and the
cost at the beginning of the year and the date of disposition.
NOTE 3. INVESTMENTS
Assets held under the Plan are invested by the Trustee, as directed by the
Participants, in one or more of three investment funds: the Common Stock Fund,
the Fixed Investment Fund, and the Georgia-Pacific Stock Fund. The following
is a description of the investment options:
Common Stock Fund - invested in the Vanguard Index Trust 500
Portfolio, an equity mutual fund. This portfolio is invested
in all of the 500 stocks included in the Standard & Poor's 500
Composite Stock Price Index in approximately the same
proportion as represented in the Index. The objective of this
fund is to approximate the performance of the Standard & Poor's
500 Composite Stock Price Index.
Fixed Investment Fund - invested in the Vanguard Short-Term
U.S. Treasury Portfolio, a fixed income mutual fund. This
Vanguard portfolio is principally invested in short-term
government bills, notes and bonds and has an average maturity
of two to three years.
Georgia-Pacific Stock Fund - invested principally in
Georgia-Pacific Corporation common stock.
<PAGE> 10
NOTE 4. PLAN TERMINATION PROVISIONS
The Company has reserved the right to amend, modify, suspend, or terminate the
Plan at any time. Should the Company terminate the Plan, each Participant's
account balance would become fully vested.
NOTE 5. TAX STATUS
The Plan has received a favorable determination letter dated August 14, 1986
from the Internal Revenue Service ("IRS") affirming the tax-exempt status of
the Plan. A new determination letter will be requested from the IRS to affirm
the tax-exempt status of the Plan, as amended. In the opinion of management,
the Plan is designed and being operated in accordance with applicable
provisions of the Internal Revenue Code of 1986 as amended, and thus, no
provision for federal income taxes has been made in the accompanying financial
statements.
NOTE 6. TRANSFER TO PLAN OF SOLD OPERATION
In April 1994, assets with a market value of $1,690,615 were transferred from
the Plan as a result of a sale of certain operations. Amounts transferred
represented account balances of Participants employed in the operations sold.
<PAGE> 11
SCHEDULE I
GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
ITEM 27(A)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
Market
Shares Cost Value
---------- ---- ------
<S> <C> <C> <C>
COMMON STOCK FUND
Vanguard Index Trust 500 Portfolio * 2,790 $ 116,469 $ 121,690
--------- ----------
FIXED INVESTMENT FUND
Vanguard Short-Term U.S. 37,798 386,584 375,708
Treasury Portfolio *
Vanguard Money Market Fund* 2,500 2,500 2,500
--------- ----------
TOTAL FIXED INVESTMENT FUND 389,084 378,208
--------- ----------
GEORGIA-PACIFIC STOCK FUND
Georgia-Pacific Corporation 453 27,448 34,655
common stock*
Vanguard Money Market Reserve U.S.
Treasury Portfolio 1,557 1,557 1,557
--------- ----------
29,005 36,212
--------- ----------
TOTAL INVESTMENTS $ 534,558 $ 536,110
========= ==========
</TABLE>
*Represents a party-in-interest to the plan.
The accompanying notes are an integral part of this schedule.
<PAGE> 12
SCHEDULE II
GEORGIA-PACIFIC CORPORATION INVESTMENT PLAN
FOR CERTAIN NON-UNION HOURLY EMPLOYEES OF
BUTLER PAPER COMPANY AND LEAF RIVER FOREST PRODUCTS, INC.
ITEM 27(D)--SCHEDULE OF REPORTABLE TRANSACTIONS*
FOR THE YEAR ENDED SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
Number of Selling Gain
Transactions Price Cost (Loss)
------------ ------- ---- ----
<S> <C> <C> <C> <C>
PURCHASED:
Georgia-Pacific Corporation
Common Stock 17 $ - $ 63,965 $ -
Vanguard Short-Term U. S.
Treasury Portfolio 37 - 348,642 -
Vanguard Index Trust 500
Portfolio 18 - 99,936 -
Vanguard Money Market
Reserve U.S. Treasury
Portfolio 34 - 80,087 -
SOLD:
Georgia-Pacific Corporation
Common Stock 5 350,286 317,661 32,625
Vanguard Short-Term U. S.
Treasury Portfolio 20 1,188,569 1,203,465 (14,896)
Vanguard Index Trust 500
Portfolio 7 218,233 215,439 2,794
Vanguard Money Market
Reserve U.S. Treasury
Portfolio 30 79,562 79,562 0
</TABLE>
*Represents a transaction or a series of transactions in securities of the same
issue in excess of 5% of the current value of plan assets as of the beginning
of the year.
The accompanying notes are an integral part of this schedule.
<PAGE> 13
SIGNATURES
THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT
OF 1934, THE TRUSTEES (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT
PLAN) HAVE DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.
GEORGIA-PACIFIC CORPORATION
INVESTMENT PLAN FOR CERTAIN NON-
UNION HOURLY EMPLOYEES OF BUTLER
PAPER COMPANY AND LEAF RIVER FOREST
PRODUCTS, INC.
BY: GEORGIA-PACIFIC CORPORATION,
AS PLAN ADMINISTRATOR
DATE: JANUARY 9, 1995 BY: /S/ JOHN F. MCGOVERN
-------------------------------
SENIOR VICE PRESIDENT - FINANCE AND
CHIEF FINANCIAL OFFICER OF
GEORGIA-PACIFIC CORPORATION
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
23 CONSENT OF ARTHUR ANDERSEN LLP*
</TABLE>
________________________________________
* - Filed by EDGAR
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into Georgia-Pacific Corporation's
previously filed Registration Statement File No. 33-48330.
/s/ Arthur Andersen LLP
Atlanta, Georgia
January 4, 1995
