<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 (GNN)
Investment Plan for Union Employees.
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: Georgia-Pacific Corporation, 133
Peachtree Street, N.E., Atlanta, Georgia 30303.
<PAGE> 2
GEORGIA-PACIFIC CORPORATION (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
FINANCIAL STATEMENTS AND SCHEDULES
SEPTEMBER 30, 1994 AND 1993
TOGETHER WITH
AUDITORS' REPORT
<PAGE> 3
GEORGIA-PACIFIC CORPORATION (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
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 (GNN) INVESTMENT PLAN FOR UNION
EMPLOYEES 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 (GNN) Investment Plan for Union Employees 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 (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
Common Fixed Georgia-Pacific
Stock Fund Investment Fund Stock Fund Total
---------- --------------- --------------- -----
<S> <C> <C> <C> <C>
Assets:
Investments $829,241 $3,763,766 $2,290,496 $6,883,503
Contributions receivable 23,029 67,350 38,687 129,066
-------- ---------- ---------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $852,270 $3,831,116 $2,329,183 $7,012,569
======= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 6
GEORGIA-PACIFIC CORPORATION (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
SEPTEMBER 30, 1993
<TABLE>
<CAPTION>
Common Fixed Georgia-Pacific
Stock Fund Investment Fund Stock Fund Total
---------- --------------- --------------- -----
<S> <C> <C> <C> <C>
Assets:
Investments $5,303,485 $13,948,109 $4,460,417 $23,712,011
Contributions receivable 150,845 274,810 136,578 562,233
Dividends and interest
receivable - - 120 120
--------- ---------- --------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $5,454,330 $14,222,919 $4,597,115 $24,274,364
========= ========== ========= ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 7
GEORGIA-PACIFIC CORPORATION (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
FOR THE 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' $1,670,144 $ 2,917,412 $ 647,293 $ 5,234,849
Company matching 131,211 173,074 984,156 1,288,441
---------- --------- --------- ----------
Total contributions 1,801,355 3,090,486 1,631,449 6,523,290
Net investment income:
Interest and dividends 147,845 725,839 99,133 972,817
Net gain from
Master Trust - - 1,023,942 1,023,942
Net depreciation in
market value of
investments (62,746) (760,650) (279,092) (1,102,488)
---------- --------- --------- ----------
Net investment
income (loss) 85,099 (34,811) 843,983 894,271
Interfund transfers 168,490 (357,936) 189,446 0
Amounts distributed
to participants (126,132) (327,037) (111,378) (564,547)
Transfer to affiliated plan (6,530,872) (12,762,505) (4,821,432) (24,114,809)
---------- --------- --------- ----------
Change in net assets
available for benefits (4,602,060) (10,391,803) (2,267,932) (17,261,795)
Net assets available for
benefits, beginning
of year 5,454,330 14,222,919 4,597,115 24,274,364
---------- --------- --------- ----------
Net assets available for
benefits, end of year $ 852,270 $ 3,831,116 $2,329,183 $ 7,012,569
========== ========= ========= ==========
Number of units
outstanding in investment
fund at end of year 19,011.00 378,344.00 199,013.00
========= ========== ===========
Unit value at end of year $43.62 $9.94 $11.51
===== ==== =====
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 8
GEORGIA-PACIFIC CORPORATION (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SEPTEMBER 30, 1994 AND 1993
NOTE 1. DESCRIPTION OF THE PLAN AND BENEFITS
The Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees (the
"Plan") was adopted July 4, 1988. The Plan is a voluntary contributory
profit-sharing plan for eligible union hourly employees ("Participants") of
Great Northern Nekoosa Corporation (the "Company"). The Plan was amended and
restated as of January 1, 1989.
ELIGIBILITY
Each employee shall be eligible to participate in the Plan on the first day of
the month following the later of the date he becomes a member of a union bound
by a collective bargaining agreement which provides for participation in the
Plan or the effective date specific to individual unions. There are several
manufacturing locations participating in the Plan.
CONTRIBUTIONS
Under the provisions of the Plan, Participants may contribute up to a total of
12% of their compensation, as defined, on a before-tax basis, but not to exceed
the maximum specified by federal tax law. With the exception of two locations,
depending upon the provisions negotiated for the participation of a given
location, the Company will match 25% or 50% of Participants' before-tax
contributions, up to the first 4% of compensation, as defined in the Plan. The
Plan allows rollover contributions from other qualified retirement plans.
The Plan permits Participants to allocate their contributions and Company
contributions among the investment options in 25% increments and to change
their investment elections for future contributions effective January 1 and
July 1 (See Note 3 for a description of the various investment options). The
Plan requires that Company contributions for two locations be invested in the
Georgia-Pacific Stock Fund. The market value of the Company contributions
required to be invested in the Georgia-Pacific Stock Fund was $1,636,896 as of
September 30, 1994.
VESTING
Participants vest immediately in their own contributions and earnings thereon.
Full vesting in Company contributions and earnings thereon occurs when
Participants reach five years of service from the later of date of hire or July
4, 1988 or in the event of attainment of age 65, death while employed, and
under additional circumstances as provided under the Plan.
WITHDRAWALS
Contributions excluded from gross income for federal income tax
purposes can be withdrawn only in the case of a financial hardship and are
subject to income taxes in the year received. The withdrawals are paid in
cash. Withdrawals result in a suspension of the right to make employee
contributions to the Plan for twelve months.
<PAGE> 9
TERMINATIONS
In the event of a Participant's death, retirement, or, for one location,
disability, the Participant or his beneficiary receives in cash and/or
Georgia-Pacific Corporation common stock his entire account balance. If
termination occurs for other reasons, only vested amounts are distributed to
the Participant and nonvested amounts are forfeited. Such forfeitures are used
to reduce the Company's future contributions to the Plan. If a former
Participant returns to the employ of the Company and reenters the Plan within
five years of the date of termination, any amounts previously forfeited are
reinstated to the Participant's account.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared on the accrual basis
of accounting.
The investments are held by Vanguard Fiduciary Trust Company (the "Trustee").
All investments are presented at market value. Market values of stocks and
bonds are determined principally from quotations as reported on various
securities exchanges.
The net depreciation in the market value of investments in the accompanying
statement of changes in net assets available for benefits reflects the net
difference between market value and cost at the beginning and end of the year
for assets held throughout the year, as well as the difference between the year
end market value and cost for assets purchased during the year. For assets
sold or distributed during the year, the net 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.
Effective June 27, 1994, the assets of the Georgia-Pacific Stock Fund were
transferred into the Georgia-Pacific Stock Fund Master Trust ("Master Trust").
The Master Trust was established to hold, administer and invest the assets of
<PAGE> 10
the Georgia-Pacific Stock Fund of several defined contribution plans
qualified under Internal Revenue Code section 401(k). These plans are
administered by Georgia-Pacific Corporation. Each participating plan's
interest in the Master Trust is based upon the market value of assets
transferred.
The market value of the Master Trust is allocated to the individual
participating plans based upon the relative value of the assets of each Plan.
Interest income, dividends, and gains and losses (both realized and unrealized)
are allocated each day to the individual participating plans based upon the
relative market values at the beginning of each day.
The Plan's interest in the assets of the Master Trust is included in the
accompanying schedule of assets held for investment purposes under the
"Georgia-Pacific Master Trust." A summary of the Master Trust's major
classifications of investments as of September 30, 1994 is shown below:
<TABLE>
<S> <C>
Investment (at market):
Georgia-Pacific Corporation
common stock $148,426,142
-----------
Receivables:
Interest 2,806
Other receivables 1,773,741
Due from brokers 4,326,768
-----------
Total receivables 6,103,315
-----------
Less:
Payables 2,180,962
Due to brokers 3,576,341
-----------
Total payables 5,757,303
-----------
Net assets $148,772,154
===========
</TABLE>
<PAGE> 11
A summary of income and net appreciation of the Master Trust which comprises
the net investment gain for all participating plans, for the four months ended
September 30, 1994 is shown below:
<TABLE>
<S> <C>
Interest income $ 12,107
Dividend income 878,830
Net appreciation in
market value of investments 28,978,555
----------
Net investment gain from
Master Trust $28,869,492
==========
</TABLE>
Allocations of net investment gain for the four months ended September 30, 1994
and the net assets to participating plans as of September 30, 1994 are shown
below for the Master Trust:
<TABLE>
<S> <C> <C>
Georgia-Pacific Corporation
(GNN) Investment Plan for
Union Employees $ 1,023,942
All other plans 27,845,550
----------
Net investment gain $28,869,492
==========
Georgia-Pacific Corporation
(GNN) Investment Plan for
Union Employees $ 2,290,496 1.54%
All other plans 146,481,658 98.46%
----------- ------
Net assets $148,772,154 100.00%
=========== ======
</TABLE>
NOTE 4. PLAN TERMINATION PROVISIONS
The Company has reserved the right to amend, modify, suspend, or terminate the
Plan at any time. Should the Company terminate the Plan, each Participant's
account balance would become fully vested.
NOTE 5. TAX STATUS
The Plan has received a favorable determination letter dated December 3, 1990
from the Internal Revenue Service ("IRS") affirming the tax-exempt status of
the Plan. A new determination letter 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.
<PAGE> 12
NOTE 6. TRANSFER OF PLAN ASSETS
Prior to September 30, 1994, certain groups participating in the Plan
transferred into the Georgia-Pacific Corporation Hourly 401(k) Savings Plan
("New Plan"). Each participant under the Plan received an account balance
immediately after the transfer at least equal to what he or she would have been
entitled to receive immediately before the transfer. The New Plan assumed all
liability for benefits accrued by Participants under the Plan through the date
of the transfer, and such benefits shall be calculated and paid pursuant to the
New Plan. During the year ended September 30, 1994, assets totalling
$24,114,809 were transferred from the Plan into the New Plan.
During October 1994, the remaining groups participating in the Plan and their
respective assets were transferred into the New Plan.
<PAGE> 13
SCHEDULE I
GEORGIA-PACIFIC CORPORATION (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
ITEM 27(A)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
Market
Shares Cost Value
---------- ---- ------
<S> <C> <C> <C>
COMMON STOCK FUND
Vanguard Index Trust 500 Portfolio * 19,011 $ 784,629 $ 829,241
--------- ---------
FIXED INVESTMENT FUND
Vanguard Short-Term U.S. 378,344 3,856,295 3,760,737
Treasury Portfolio *
Vanguard Money Market Reserve U.S.
Treasury Portfolio * 3,029 3,029 3,029
--------- ---------
TOTAL FIXED INVESTMENT FUND 3,859,324 3,763,766
--------- ---------
GEORGIA-PACIFIC STOCK FUND
Georgia-Pacific Master Trust * 199,013 1,732,184 2,290,496
--------- ---------
TOTAL INVESTMENTS $6,376,137 $6,883,503
========= =========
</TABLE>
*Represents a party-in-interest to the plan.
The accompanying notes are an integral part of this schedule.
<PAGE> 14
SCHEDULE II
GEORGIA-PACIFIC CORPORATION (GNN)
INVESTMENT PLAN FOR UNION EMPLOYEES
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 27 $ - $ 1,677,392 $ -
Georgia-Pacific Master Trust 5 - 6,142,124 -
Vanguard Short-Term U.S.
Treasury Portfolio 79 - 4,044,323 -
Vanguard Index Trust 500
Portfolio 44 - 2,370,477 -
Vanguard Money Market
Reserve U.S. Treasury
Portfolio 50 - 1,746,072 -
SOLD:
Georgia-Pacific Master Trust 11 4,845,846 4,409,940 435,906
Georgia-Pacific Corporation
common stock 10 5,837,551 5,507,759 329,792
Vanguard Short-Term U.S.
Treasury Portfolio 79 13,468,950 13,731,351 (262,401)
Vanguard Index Trust 500
Portfolio 44 6,781,975 6,511,896 270,079
Vanguard Money Market
Reserve U.S. Treasury
Portfolio 52 1,767,255 1,767,255 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> 15
SIGNATURES
THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT
OF 1934, THE TRUSTEES (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT
PLAN) HAVE DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.
GEORGIA-PACIFIC CORPORATION
(GNN) INVESTMENT PLAN FOR UNION EMPLOYEES
BY: GEORGIA-PACIFIC CORPORATION,
AS PLAN ADMINISTRATOR
DATE: JANUARY 9, 1995 BY: /S/ JOHN F. MCGOVERN
-------------------------------------
SENIOR VICE PRESIDENT - FINANCE AND CHIEF
FINANCIAL OFFICER OF GEORGIA-PACIFIC
CORPORATION
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
23 Consent of Arthur Andersen LLP*
</TABLE>
________________________________________
* - Filed by EDGAR
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into Georgia-Pacific Corporation's
previously filed Registration Statement File No. 33-48329.
/s/ Arthur Andersen LLP
Atlanta, Georgia
January 4, 1995
