<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 year ended December 31, 1995
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 Savings and
Capital Growth Plan.
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
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1995 AND 1994
TOGETHER WITH AUDITORS' REPORT
<PAGE> 3
GEORGIA-PACIFIC CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995 AND 1994
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits with Fund Information--
December 31, 1995 and 1994
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the Year Ended December 31, 1995
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Schedule I: Item 27(a)--Schedule of Assets Held for Investment
Purposes--December 31, 1995
Schedule II: Item 27(d)--Schedule of Reportable Transactions for the Year
Ended December 31, 1995
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants of the
Georgia-Pacific Corporation Savings
and Capital Growth Plan:
We have audited the accompanying statements of net assets available for benefits
with fund information of the GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL
GROWTH PLAN (the "Plan") as of December 31, 1995 and 1994, and the related
statement of changes in net assets available for benefits with fund information
for the year ended December 31, 1995. These financial statements and the
schedules referred to below are the responsibility of the Plan's management. 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 as of December 31,
1995 and 1994 and the changes in net assets available for benefits for the year
ended December 31, 1995 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 as of December 31, 1995 and reportable transactions
for the year ended December 31, 1995 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 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 benefits and the changes in net assets available
for 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
May 1, 1996
<PAGE> 5
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Interest Georgia-Pacific Common Balanced Bond
Income Fund Stock Fund Stock Fund Fund Fund
----------- --------------- ---------- -------- ----
<S> <C> <C> <C> <C> <C>
Assets:
Accrued income $ 1,271,278 $ 0 $ 0 $ 84,224 $ 0
Other
receivables 127,329 0 0 61,061 0
Investments, at
market value:
Interest
in Master 0 190,177,001 0 0 0
Trust
Guaranteed
investment
contracts 141,293,587 0 0 0 0
Mutual funds 263,397,209 0 155,222,166 33,245,577 5,802,621
Participants'
loans 0 0 0 0 0
------------ ------------ ------------ ----------- ----------
Total
investments 404,690,796 190,177,001 155,222,166 33,245,577 5,802,621
------------ ------------ ------------ ----------- ----------
Total Assets 406,089,403 190,177,001 155,222,166 33,390,862 5,802,621
------------ ------------ ------------ ----------- ----------
Liabilities:
Other payables 536,444 0 0 15,944 0
------------ ------------ ------------ ----------- ----------
Total
Liabilities 536,444 0 0 15,944 0
------------ ------------ ------------ ----------- ----------
Net Assets
Available
for Benefits $405,552,959 $190,177,001 $155,222,166 $33,374,918 $5,802,621
============ ============ ============ =========== ==========
Participants'
Money International Unallocated Loans
Market Fund Fund Contributions Receivable Total
----------- ------------- ------------- ---------- -------
<C> <C> <C> <C> <C> <C>
Assets:
Accrued income $ 0 $ 0 $ 0 $ 0 $ 1,355,502
Other
receivables 0 0 0 0 188,390
Investments, at
market value:
Interest
in Master 0 0 0 0 190,177,001
Trust
Guaranteed
investment
contracts 0 0 0 0 141,293,587
Mutual funds 12,546,464 8,682,877 6,842,787 0 485,739,701
Participants'
loans 0 0 0 20,417,567 20,417,567
----------- ---------- ---------- ----------- ------------
Total
investments 12,546,464 8,682,877 6,842,787 20,417,567 837,627,856
----------- ---------- ---------- ----------- ------------
Total Assets 12,546,464 8,682,877 6,842,787 20,417,567 839,171,748
----------- ---------- ---------- ----------- ------------
Liabilities:
Other payables 0 0 0 0 552,388
----------- ---------- ---------- ----------- ------------
Total
Liabilities 0 0 0 0 552,388
----------- ---------- ---------- ----------- ------------
Net Assets
Available
for Benefits $12,546,464 $8,682,877 $6,842,787 $20,417,567 $838,619,360
=========== ========== ========== =========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 6
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Interest Georgia-Pacific Common Balanced Bond
Income Fund Stock Fund Stock Fund Fund Fund
----------- --------------- ---------- -------- ----
<S> <C> <C> <C> <C> <C>
Assets:
Contribution receivable $ 0 $ 0 $ 0 $ 0 $ 0
Accrued income 1,019,359 0 0 62,461 0
Other receivables 323,793 0 0 20,542 93,890
Due from other funds 9,743 452,702 101,475 67,752 4,931
Investments, at market value:
Interest in Master Trust 0 160,714,755 0 0 0
Guaranteed investment
contracts 188,994,561 0 0 0 0
Mutual funds 210,613,440 0 96,166,192 22,580,390 2,392,674
Participants' loans 0 0 0 0 0
------------ ------------ ----------- ----------- ----------
Total investments 399,608,001 160,714,755 96,166,192 22,580,390 2,392,674
------------ ------------ ----------- ----------- ----------
Total Assets 400,960,896 161,167,457 96,267,667 22,731,145 2,491,495
------------ ------------ ----------- ----------- ----------
Liabilities:
Due to other funds 494,346 12,117 32,132 36,771 98,821
Other payables 64,764 440,585 69,343 0 0
------------ ------------ ----------- ----------- ----------
Total Liabilities 559,110 452,702 101,475 36,771 98,821
------------ ------------ ----------- ----------- ----------
Net Assets Available
for Benefits $400,401,786 $160,714,755 $96,166,192 $22,694,374 $2,392,674
============ ============ =========== =========== ==========
Money Unallocated Loans
Market Fund Contributions Receivable Total
----------- ------------- ---------- -----
<S> <C> <C> <C> <C>
Assets:
Contribution receivable $ 0 $ 198,869 $ 0 $ 198,869
Accrued income 0 0 0 1,081,820
Other receivables 0 0 0 438,225
Due from other funds 37,584 0 0 674,187
Investments, at market value:
Interest in Master Trust 0 0 0 160,714,755
Guaranteed investment
contracts 0 0 0 188,994,561
Mutual funds 7,819,509 6,259,397 0 345,831,602
Participants' loans 0 0 19,411,372 19,411,372
---------- ---------- ----------- ------------
Total investments 7,819,509 6,259,397 19,411,372 714,952,290
---------- ---------- ----------- ------------
Total Assets 7,857,093 6,458,266 19,411,372 717,345,391
---------- ---------- ----------- ------------
Liabilities:
Due to other funds 0 0 0 674,187
Other payables 37,584 0 0 612,276
---------- ---------- ----------- ------------
Total Liabilities 37,584 0 0 1,286,463
---------- ---------- ----------- ------------
Net Assets Available
for Benefits $7,819,509 $6,458,266 $19,411,372 $716,058,928
========== ========== =========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 7
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Interest Georgia-Pacific Common Balanced Bond
Income Fund Stock Fund Stock Fund Fund Fund
----------- --------------- ---------- -------- ----
<S> <C> <C> <C> <C> <C>
Interest and dividends $ 30,241,148 $ 0 $ 3,442,230 $ 1,328,214 $ 307,473
Net appreciation in
market value 13,377,263 0 35,443,739 5,396,232 419,227
Net loss from Master Trust 0 (2,765,335) 0 0 0
------------ ------------ ------------ ----------- ----------
Net investment income 43,618,411 (2,765,335) 38,885,969 6,724,446 726,700
Contributions:
Participants' 16,019,937 9,172,910 8,635,111 2,328,076 519,805
Corporation 16,770,169 7,958,920 7,371,319 1,959,433 373,585
------------ ------------ ------------ ----------- ----------
Total contributions 32,790,106 17,131,830 16,006,430 4,287,509 893,390
Interfund transfers (37,819,729) 20,091,374 9,219,250 1,004,855 2,013,634
Interest income on loans 0 0 0 0 0
Amounts distributed to
participants (32,832,494) (5,091,678) (4,919,366) (1,295,289) (229,086)
New loans issued (4,833,219) (1,732,965) (1,436,378) (314,102) (30,289)
Loan principal payments 4,238,748 1,830,190 1,307,939 273,245 35,878
Loan fees (10,650) (1,170) (7,870) (120) (280)
------------ ------------ ------------ ----------- ----------
Changes in net assets available
for benefits 5,151,173 29,462,246 59,055,974 10,680,544 3,409,947
Net assets available for
benefits, beginning of year 400,401,786 160,714,755 96,166,192 22,694,374 2,392,674
------------ ------------ ------------ ----------- ----------
Net assets available for
benefits, end of year $405,552,959 $190,177,001 $155,222,166 $33,374,918 $5,802,621
============ ============ ============ =========== ==========
Number of units outstanding 39,772,182 18,439,797 2,694,829 2,671,981 572,250
============ ============ ============ =========== ==========
Unit value at end of year $ 10.20 $ 10.31 $ 57.60 $ 12.49 $ 10.14
============ ============ ============ =========== ==========
Participants'
Money International Unallocated Loans
Market Fund Fund Contributions Receivable Total
----------- ------------- ------------- ------------- -----
<C> <C> <C> <C> <C> <C>
Interest and dividends $ 880,686 $233,910 $ 174,315 0 $ 36,607,976
Net appreciation in
market value 0 70,882 0 0 54,707,343
Net loss from Master Trust 0 0 0 0 (2,765,335)
----------- ---------- ---------- ----------- ------------
Net investment income 880,686 304,792 174,315 0 88,549,984
Contributions:
Participants' 840,637 380,480 3,272,060 0 41,169,016
Corporation 1,253,670 243,900 3,130,004 0 39,061,000
----------- ---------- ---------- ----------- ------------
Total contributions 2,094,307 624,380 6,402,064 0 80,230,016
Interfund transfers 3,915,221 7,767,253 (6,191,858) 0 0
Interest income on loans 0 0 0 1,532,826 1,532,826
Amounts distributed to
participants (2,155,972) (33,819) 0 (1,173,610) (47,731,314)
New loans issued (134,221) (16,505) 0 8,497,679 0
Loan principal payments 127,634 37,066 0 (7,850,700) 0
Loan fees (700) (290) 0 0 (21,080)
----------- ---------- ---------- ----------- ------------
Changes in net assets available
for benefits 4,726,955 8,682,877 384,521 1,006,195 122,560,432
Net assets available for
benefits, beginning of year 7,819,509 0 6,458,266 19,411,372 716,058,928
----------- ---------- ---------- ----------- ------------
Net assets available for
benefits, end of year $12,546,464 $8,682,877 $6,842,787 $20,417,567 $838,619,360
=========== ========== ========== =========== ============
Number of units outstanding 12,546,464 578,088 6,842,787
=========== ========== ==========
Unit value at end of year $ 1.00 $ 15.02 $ 1.00
=========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 8
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995 AND 1994
NOTE 1. ORGANIZATION AND PLAN DESCRIPTION
The accompanying financial statements present the statements of net assets
available for benefits and changes in net assets available for benefits of the
Georgia-Pacific Corporation Savings and Capital Growth Plan (the "Plan").
The Plan includes a savings component and a capital growth component. The
savings component permits any eligible salaried employee to contribute up to 10%
of compensation on a before-tax basis not to exceed regulated maximums. The
savings component's maximum matching contribution is 3.75% of compensation
consisting of $.75 for every $1.00 of before-tax contributions for the first 3%
of compensation and $.50 for every $1.00 of before-tax contributions for the
next 3% of compensation. The capital growth component provides for
contributions by Georgia-Pacific Corporation (the "Corporation") to eligible
salaried employees' accounts equal to 3% of the employee's monthly eligible
earnings, provided such contributions do not exceed $250 per month.
Participants of the Plan are 100% vested in their employee contributions and
capital growth contributions. Employees are vested in the Corporation's
matching contributions at the rate of 20% for each year of service. The
matching contributions also become 100% vested when an employee reaches age 60,
dies, or becomes disabled. In accordance with plan provisions, forfeitures are
used to reduce employer matching contributions. At December 31, 1995,
forfeited non-vested accounts totaled $35,922, which will reduce future
contributions. Forfeitures of $145,000 were used to reduce the Corporation's
contributions during 1995.
Plan assets are held in trust funds and invested on the participant's behalf,
with all investment earnings for each fund credited to the accounts of the
participants based on their proportionate share of the fund. Vanguard
Fiduciary Trust Company (the "Trustee") is the Trustee and custodian for the
Plan.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared on the accrual basis
of accounting.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires plan management to use estimates and
assumptions that affect the accompanying financial statements and disclosures.
Actual results could differ from these estimates.
The Trustee performs daily valuations of the Plan's investments and makes daily
distributions to retired or terminated participants.
Investments are presented at market value, except for investments in guaranteed
investment contracts, which are presented at cost plus accrued income which
approximate market value. Market values of stocks and bonds are determined
principally from quotations as reported on various securities exchanges.
<PAGE> 9
The net appreciation 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 reflects the
net difference between the market value and the cost at the beginning of the
year and the date of disposition.
NOTE 3. INCOME TAX STATUS
The Corporation has received a favorable letter of determination from the
Internal Revenue Service (the "IRS") as to the qualified status of the Plan as
amended through 1985. On March 31, 1995 the Corporation submitted the Plan to
the IRS to request a favorable determination letter on the Plan as amended and
restated effective January 1, 1989 and amended through December 31, 1994. In
management's opinion, the Plan is currently designed and being operated in
accordance with applicable provisions of the Internal Revenue Code.
Accordingly, no provision for federal income taxes has been made in the
accompanying financial statements. Under the applicable provisions of the
Internal Revenue Code, a participant will not be subject to federal income tax
on either employer contributions or earnings of the Plan until such time as
distributions are made to the participant.
NOTE 4. LOANS RECEIVABLE
The Plan allows participants currently employed by the Corporation to obtain
loans equal to the lesser of $50,000 or 50% of their total vested account
balances. Loans bear interest at Bankers Trust Company's prime interest rate
plus 1%. Loan repayments are made through payroll deductions and normally must
be repaid within a five-year term. Loans become due and payable in full once a
participant terminates employment. Loans totaling $8,497,679 and $8,308,432
were made in 1995 and 1994, respectively.
NOTE 5. INVESTMENTS
During 1995, assets held under the Plan were invested by the Trustee, as
directed by the participants, in one or more of seven investment funds: the
Interest Income Fund, the Common Stock Fund, the Balanced Fund, the
Georgia-Pacific Stock Fund, the Bond Fund, the International Fund and the Money
Market Fund. The Plan permits participants to change the investment of future
contributions or existing balances up to a maximum of four times a year plus
once a quarter. The International Fund was added as an investment fund option
as of July 3, 1995.
The following is a description of these investment funds:
Georgia-Pacific Stock Fund - invested principally in shares of Georgia-Pacific
Corporation common stock. The market value of the Georgia-Pacific Stock Fund
Master Trust investment at December 31, 1995 and 1994, of $190,177,001 and
$160,714,755, respectively exceeded 5% of net assets on those dates.
<PAGE> 10
Interest Income Fund - invested principally in the Vanguard Short-Term U.S.
Treasury Portfolio and investment contracts issued by major insurance
companies. The Vanguard portfolio, a fixed income mutual fund, is principally
invested in short-term government bills, notes and bonds and has an average
maturity of two to three years. The investment contracts guarantee the
payment of principal and a specific rate of interest. The market value of the
Vanguard Short-Term U.S. Treasury Portfolio investment at December 31, 1995
and 1994, $263,397,209 and $210,613,440, respectively exceeded 5% of net
assets.
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. The investment market value of the Portfolio at
December 31, 1995 and 1994, of $171,854,496 and $107,434,412, respectively,
exceeded 5% of net assets.
Balanced Fund - invested approximately 50% in the Vanguard Bond Index Fund -
Total Bond Market Portfolio and 50% in the Vanguard Index Trust 500 Portfolio.
The Vanguard Bond Index Fund, a fixed income mutual fund, invests in U.S.
government bonds, high quality corporate bonds and mortgage-backed securities.
The objective of the Vanguard Bond Index Fund is to approximate the
performance of the Lehman Brothers Aggregate Bond Index. The Vanguard Index
Trust 500 Portfolio, an equity mutual fund, is described above under the
Common Stock Fund.
Money Market Fund - invested in the Vanguard Money Market Reserves - U.S.
Treasury Portfolio, a money market mutual fund, which is invested exclusively
in U.S. Government obligations.
Bond Fund - invested in the Vanguard Bond Index Fund - Total Bond Market
Portfolio, a fixed income mutual fund, which is described above under the
Balanced Fund.
International Fund - invested in the Vanguard International Growth Portfolio,
an international equity mutual fund which invests in the stocks of companies
outside the United States that have above average growth potential. The
investment objective of the Vanguard International Growth Portfolio is
long-term capital appreciation.
NOTE 6. MASTER TRUST
Effective June 8, 1994, the assets of the Georgia-Pacific Stock Fund were
transferred into the Georgia-Pacific Stock Fund Master Trust (the "Master
Trust"). The Master Trust was established to hold, administer and invest the
assets of the Georgia-Pacific Stock Funds 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 daily to the individual participating plans based upon the
relative market values at the beginning of each day.
<PAGE> 11
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 Stock Fund Master Trust." A summary of the Master Trust as of
December 31, 1995 and 1994 is shown below:
<TABLE>
<CAPTION>
December 31, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Investments, at market
Georgia-Pacific Corporation
common stock $213,030,186 $172,932,403
Vanguard Money Market
Reserves U.S. Treasury Portfolio 5,861,086 2,526,180
------------ ------------
Total investments 218,891,272 175,458,583
------------ ------------
Receivables:
Interest 30,860 9,606
Due from brokers 372,875 825,079
Other receivables 977,715 0
------------ ------------
Total receivables 1,381,450 834,685
------------ ------------
Less:
Payables 271,001 68,617
Due to brokers 3,041,282 1,680,111
------------ ------------
Total payables 3,312,283 1,748,728
------------ ------------
Net assets of the Master Trust $216,960,439 $174,544,540
============ ============
</TABLE>
A summary of income and net depreciation of the Master Trust, which comprises
the net investment loss for all participating plans for the year ended December
31, 1995, is shown below:
<TABLE>
<S> <C>
Interest income $ 216,152
Dividends 4,246,314
Net depreciation in market
value of investments (8,748,991)
------------
Net investment loss from
Master Trust $ (4,286,525)
------------
</TABLE>
<PAGE> 12
Allocations to participating plans of net investment loss for the year ended
December 31, 1995 and of net assets as of December 31, 1995 and 1994 are shown
below for the Master Trust:
<TABLE>
<S> <C> <C> <C> <C>
Georgia-Pacific Corporation
Savings and Capital Growth Plan $ (2,765,335)
All other plans (1,521,190)
------------
Net investment loss from
Master Trust $ (4,286,525)
============
December 31, 1995 December 31, 1994
----------------- -----------------
Georgia-Pacific Corporation
Savings and Capital Growth Plan $190,177,001 87.66% $160,714,755 92.08%
All other plans 26,783,438 12.34 13,829,785 7.92
------------ ----- ------------- ------
Net assets of the Master Trust $216,960,439 100.00% $174,544,540 100.00%
============ ====== ============ ======
</TABLE>
NOTE 7. CONTRIBUTIONS
Contributions to the Plan include the Corporation's required capital growth
contributions, voluntary employee savings contributions and rollovers, and
matching contributions by the Corporation with respect to certain of the
employee contributions (see Note 1).
Contributions are transferred to the Trustee on the last business day of each
month and invested in short-term interest bearing securities until they can be
credited to participants' accounts and invested in accordance with
participants' investment elections. The December 1995 and 1994 contributions
are recorded as unallocated contributions in the accompanying financial
statements. Earnings on the short-term investments are allocated to
participants' accounts twice each year.
NOTE 8. WITHDRAWALS AND TERMINATION
Under the Plan, a participant may withdraw all or a portion of his account
balance related to his after-tax contributions at any time but is limited to
one withdrawal per year. For withdrawals of after-tax contributions made in
1987 or later, 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> 13
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. Alternatively,
Participants may elect an annuity option. 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 Corporation's
future contributions. If a former Participant returns to the employment of the
Corporation within five years of the termination date, previously forfeited
amounts are reinstated to the Participant's account.
NOTE 9. PLAN TERMINATION
The Corporation has reserved the right to amend, modify, suspend, or terminate
the Plan at any time. In the event the Corporation terminates the Plan, each
participant's account balance would be fully vested.
NOTE 10. FORM 5500
Net assets available for benefits as presented on Form 5500 agree to the net
assets available for benefits presented in the accompanying financial
statements for the years ended December 31, 1995 and 1994.
<PAGE> 14
SCHEDULE I
Page 1
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27(A)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Shares
or Face
Amount Cost Market
-------- ---- ------
<S> <C> <C> <C>
GEORGIA-PACIFIC STOCK FUND
Georgia-Pacific Stock Fund Master Trust * 18,439,797 $188,507,982 $190,177,001
------------ ------------
INTEREST INCOME FUND
Guaranteed investment contracts:
Participation in Group Annuity Contract
#13796 001 with Aetna Life Insurance Co.
9.38% due July 1, 1996 28,126,639 28,126,639 28,126,639
Participation in Group Annuity Contract
#13796 0002 with Aetna Life Insurance Co
. 8.69% due January 31, 1996 21,296,723 21,296,723 21,296,723
Participation in Group Annuity Contract
#GA 06002 with New York Life Insurance Co.
9.05% due April 1, 1996 29,389,360 29,389,360 29,389,360
Participation in Group Annuity Contract
#GA 06043 with New York Life Insurance Co.
8.62% due January 2, 1996 28,400,379 28,400,379 28,400,379
Participation in Group Annuity Contract
#13796-0003 with Aetna Life Insurance Co.
8.71% due January 2, 1997 14,171,811 14,171,811 14,171,811
Participation in Group Annuity Contract
#1376-0001 with Aetna Life Insurance Co.
9.34% due October 1, 1996 19,908,675 19,908,675 19,908,675
Vanguard Short-Term U.S. Treasury Portfolio * 25,522,985 258,854,343 263,397,209
------------ ------------
TOTAL INTEREST INCOME FUND 400,147,930 404,690,796
------------ ------------
COMMON STOCK FUND
Vanguard Index Trust 500 Portfolio * 2,694,829 118,929,411 155,222,166
------------ ------------
BALANCED FUND
Vanguard Index Trust 500 Portfolio * 288,756 13,236,030 16,632,330
Vanguard Bond Index Fund * 1,638,387 16,064,844 16,613,247
------------ ------------
TOTAL BALANCED FUND 29,300,874 33,245,577
------------ ------------
</TABLE>
<PAGE> 15
SCHEDULE I
Page 2
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27(A) -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Shares
or Face
Amount Cost Market
------- ---- ------
<S> <C> <C> <C>
BOND FUND
Vanguard Bond Index Fund * 572,250 5,583,756 5,802,621
------------ ------------
MONEY MARKET FUND
Vanguard Money Market Reserves
U.S. Treasury Portfolio * 12,546,464 12,546,464 12,546,464
------------ ------------
INTERNATIONAL FUND
Vanguard International Growth Portfolio* 578,088 8,612,386 8,682,877
------------ ------------
UNALLOCATED CONTRIBUTIONS
Vanguard Money Market Reserves
U.S. Treasury Portfolio * 6,842,787 6,842,787 6,842,787
------------ ------------
PARTICIPANTS' LOANS RECEIVABLE *
(Interest rates range from 7% to 12.5%) 20,417,567 20,417,567
------------ ------------
TOTAL INVESTMENTS $790,889,157 $837,627,856
============ ============
</TABLE>
* Represents a party-in-interest to the Plan.
The accompanying notes are an integral part of this schedule.
<PAGE> 16
SCHEDULE II
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27(D)-SCHEDULE OF REPORTABLE TRANSACTIONS(A)
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Purchases Sales
-------------------- --------------------------------------------------
Number Amount Number Cost Proceeds Gain(Loss)
<S> <C> <C> <C> <C> <C> <C>
GEORGIA-PACIFIC STOCK FUND
Georgia-Pacific Stock Fund
Master Trust 244 $171,408,406 245 $115,966,753 $135,163,507 $19,196,754
INTEREST INCOME FUND
Vanguard Short-Term U.S.
Treasury Portfolio 103 166,655,605 222 127,109,235 126,571,827 (537,408)
BALANCED FUND
Vanguard Bond Index Fund 145 8,147,570 105 4,217,922 4,210,817 (7,105)
Vanguard Index Trust 500
Portfolio 118 6,393,839 126 4,281,501 5,063,679 782,178
COMMON STOCK FUND
Vanguard Index Trust 500
Portfolio 244 54,169,782 238 26,352,618 30,557,547 4,204,929
BOND FUND
Vanguard Bond Index Fund 190 6,125,017 127 3,061,529 3,134,297 72,768
MONEY MARKET FUND
Vanguard Money Market
Reserves U.S. Treasury
Portfolio 236 44,189,571 236 38,878,786 38,878,786 0
INTERNATIONAL FUND
Vanguard International Growth
Portfolio 122 10,431,833 56 1,819,447 1,819,838 391
</TABLE>
(a) The above represents a series of transactions in securities of the same
issue in excess of 5% of the Plan assets at the beginning of the year.
The accompanying notes are an integral part of this schedule.
<PAGE> 17
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 SAVINGS AND CAPITAL
GROWTH PLAN
BY: GEORGIA-PACIFIC CORPORATION,
AS PLAN ADMINISTRATOR
DATE: JUNE 24, 1996 BY: /S/ John F. McGovern
----------------------------------
JOHN F. MCGOVERN
EXECUTIVE VICE PRESIDENT - FINANCE
AND CHIEF FINANCIAL OFFICER
<PAGE> 18
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. 33-48328.
/S/ Arthur Andersen LLP
-------------------------------
Atlanta, Georgia Arthur Andersen LLP
June 24, 1996
