<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 three month period 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 Supplemental
Hourly 401(k) Savings 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
SUPPLEMENTAL HOURLY 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULE
AS OF DECEMBER 31, 1995 AND SEPTEMBER 30, 1995
TOGETHER WITH AUDITORS' REPORT
<PAGE> 3
GEORGIA-PACIFIC CORPORATION
SUPPLEMENTAL HOURLY 401(K) SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1995 AND SEPTEMBER 30, 1995
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits with Fund
Information--December 31, 1995 and September 30, 1995
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the Three Month Period Ended December 31, 1995
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
SCHEDULE SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27(d)--Schedule of Reportable Transactions for the Three
Month Period Ended December 31, 1995
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants of the Georgia-Pacific Corporation
Supplemental Hourly 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for
benefits with fund information of the GEORGIA-PACIFIC CORPORATION SUPPLEMENTAL
HOURLY 401(k) SAVINGS PLAN as of December 31, 1995 and September 30, 1995 and
the related statement of changes in net assets available for benefits with fund
information for the three month period ended December 31, 1995. These
financial statements and the schedule referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule 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 Supplemental Hourly 401(k) Savings Plan as of
December 31, 1995 and September 30, 1995 and the changes in its net assets
available for benefits for the three month period 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 schedule of reportable
transactions for the three months ended December 31, 1995 is presented for
purposes of additional analysis and is not a required part of the basic
financial statements but is 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
benefits and changes in net assets available for benefits of each fund. The
supplemental schedule 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.
As discussed in Note 6, during 1995 certain hourly employee groups
participating in the Plan were merged and the assets of the Plan were
transferred into the Georgia-Pacific Corporation Hourly 401(k) Savings Plan.
/s/ Arthur Andersen LLP
Atlanta, Georgia
May 1, 1996
<PAGE> 5
GEORGIA-PACIFIC CORPORATION
SUPPLEMENTAL HOURLY 401(K) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Fixed
Common Investment Georgia-Pacific
Stock Fund Fund Stock Fund Total
---------- ---------- --------------- -----
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS $ 0 $ 0 $ 0 $ 0
========== ========== =============== =====
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 6
GEORGIA-PACIFIC CORPORATION
SUPPLEMENTAL HOURLY 401(K) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
SEPTEMBER 30,1995
<TABLE>
<CAPTION>
Fixed
Common Investment Georgia-Pacific
Stock Fund Fund Stock Fund Total
---------- ---------- --------------- --------
<S> <C> <C> <C> <C>
Assets:
Investments, at market value:
Mutual funds $ 123,390 $ 233,853 $ 0 $357,243
Interest in Master Trust 0 0 63,987 63,987
---------- ---------- --------------- --------
Total investments 123,390 233,853 63,987 421,230
---------- ---------- --------------- --------
Contributions receivable 606 1,183 1,007 2,796
---------- ---------- --------------- --------
NET ASSETS AVAILABLE FOR BENEFITS $ 123,996 $ 235,036 $ 64,994 $424,026
========== ========== =============== ========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 7
GEORGIA-PACIFIC CORPORATION
SUPPLEMENTAL HOURLY 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
FOR THE THREE MONTH PERIOD ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Fixed
Common Investment Georgia-Pacific
Stock Fund Fund Stock Fund Total
---------- ---------- --------------- ---------
<S> <C> <C> <C> <C>
Contributions:
Participants' $ 1,095 $ 1,382 $ 1,800 $ 4,277
Company matching 211 297 284 792
---------- ---------- --------------- ---------
Total contributions 1,306 1,679 2,084 5,069
Net investment income:
Interest and dividends 1,564 3,500 0 5,064
Net loss from Master Trust 0 0 (13,535) (13,535)
Net appreciation in market value of
investments 5,903 2,737 0 8,640
---------- ---------- --------------- ---------
Net investment income 7,467 6,237 (13,535) 169
Amounts distributed to participants 0 (12,152) 0 (12,152)
Transfer to affiliated plan (132,769) (230,800) (53,543) (417,112)
---------- ---------- --------------- ---------
Change in net assets available
for benefits (123,996) (235,036) (64,994) (424,026)
Net Assets Available for Benefits,
Beginning of Period 123,996 235,036 64,994 424,026
---------- ---------- --------------- ---------
Net Assets Available for Benefits,
End of Period $ 0 $ 0 $ 0 $ 0
========== ========== =============== =========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 8
GEORGIA-PACIFIC CORPORATION
SUPPLEMENTAL HOURLY 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1995 AND SEPTEMBER 30, 1995
NOTE 1. DESCRIPTION OF THE PLAN AND BENEFITS
The Georgia-Pacific Corporation Supplemental Hourly 401(k) Savings Plan (the
"Plan") is a voluntary contributory profit-sharing plan formed on September 1,
1987 for certain eligible hourly employees ("Participants") of Nekoosa
Packaging Corporation, a subsidiary of Great Northern Nekoosa Corporation (the
"Company"). The Plan was amended and restated as of January 1, 1989.
ELIGIBILITY
Each union employee covered by a collective bargaining agreement providing for
participation in this Plan shall become eligible to participate in the Plan the
first day of the first payroll period following the probationary period
specified in the Participant's collective bargaining agreement. Each employee
who is an hourly paid employee and is not covered by a collective bargaining
agreement shall become eligible upon commencement of employment.
CONTRIBUTIONS
Under the provisions of the Plan, Participants may contribute up to a total of
12% or 16% of their compensation, as defined, on a before-tax basis, depending
on the provisions negotiated for participation of a given location, but not to
exceed the maximum specified by federal tax law. The Company matches 25% or
50% of each Participant's before-tax contributions up to 4% of compensation,
depending upon the provisions negotiated for the participation of a given
group. The Plan also 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 once during each plan year,
effective as of the first of the following month. (See Note 3 for a
description of the various investment options).
VESTING
Participants vest immediately in their own contributions and earnings thereon.
Company matching contributions vest at the rate of 20% per year. Participants
shall become fully vested in Company matching contributions and earnings
thereon upon completion of five years of service or in the event of the
Participant's death while employed, disability, retirement or loss of job by
reason of facility shutdown.
WITHDRAWALS
A participant may withdraw his contributions in the case of a financial
hardship or attainment of age 59 1/2. Withdrawals are subject to income taxes
in the year received. Hardship withdrawals result in a suspension of the right
to make employee contributions to the Plan for a period of one year.
<PAGE> 9
TERMINATIONS
Eligibility to make pre-tax deferrals or receive company matching contributions
under the Plan terminates if any of the following events occur: termination of
employment, loss of job by reason of facility shut-down, retirement, death or
disability. In the event of a Participant's loss of job by reason of facility
shut-down, 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 to the Plan.
If a former Participant returns to the employ of the Company and reenters the
Plan within five periods of 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 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 period
for assets held throughout the period, as well as the difference between the
period end market value and cost for assets purchased during the period. For
assets sold or distributed during the period, the net appreciation reflects the
net difference between the market value and the cost at the beginning of the
period and the date of disposition.
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.
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. The
investment market value of the Portfolio at September 30,
1995 of $123,390 exceeded 5% of net assets at that date.
<PAGE> 10
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. The market value of the
Vanguard Short-Term U.S. Treasury Portfolio Investment at
September 30, 1995 of $233,853 exceeded 5% of net assets at
that date.
Georgia-Pacific Stock Fund - invested principally in
Georgia-Pacific Corporation common stock. The market value
of the Georgia-Pacific Stock Fund Master Trust at September
30, 1995 of $63,987 exceeded 5% of net assets at that date.
Effective October 24, 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
the Georgia-Pacific Stock Fund of certain Georgia-Pacific 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.
A summary of the Master Trust as of December 31, 1995 and September 30, 1995
is shown below:
<TABLE>
<CAPTION>
Investments (at market): December 31, 1995 September 30, 1995
<S> <C> <C>
Georgia-Pacific Corporation
common stock $ 213,030,186 $ 187,546,450
Vanguard Money Market Reserves
U.S. Treasury Portfolio 5,861,086 8,982,415
----------------- ------------------
Total investments 218,891,272 196,528,865
----------------- ------------------
Receivables:
Interest 30,860 11,648
Other receivables 977,715 2,139,401
Due from brokers 372,875 967,390
Total receivables 1,381,450 3,118,439
----------------- ------------------
Less:
Payables 271,001 258,128
Due to brokers 3,041,282 7,091,204
----------------- ------------------
Total payables 3,312,283 7,349,332
----------------- ------------------
Net assets of the Master Trust $ 216,960,439 $ 192,297,972
================= ==================
</TABLE>
<PAGE> 11
A summary of income and net depreciation of the Master Trust which comprises
the net investment loss for all participating plans, for the three month
period ended December 31, 1995 is shown below:
<TABLE>
<S> <C>
Interest and dividend income $ 1,303,908
Net depreciation in market
value of investments (47,729,602)
-------------
Net investment loss from Master Trust $ (46,425,694)
=============
</TABLE>
Allocations to the participating Plans of net investment (loss) for the
three month period ended December 31, 1995 and of net assets as of December
31, 1995 and September 30, 1995 are shown below for the Master Trust:
<TABLE>
<S> <C>
Georgia-Pacific Corporation
Supplemental Hourly 401(k) Savings Plan $ (13,535)
All other plans (46,412,159)
-------------
Net investment loss $ (46,425,694)
=============
<CAPTION>
December 31, 1995 September 30, 1995
------------------------------------ -----------------------
<S> <C> <C> <C> <C>
Georgia-Pacific Corporation
Supplemental Hourly 401(k)
Savings Plan $ 0 0.00% $ 63,987 .03%
All other plans 216,960,439 100.00 192,233,985 99.97
--------------------- ------------- ------------ ---------
Net assets of the Master Trust $ 216,960,439 100.00% $192,297,972 100.00%
===================== ============= ============ =========
</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 received a favorable determination letter dated February 4, 1991 from
the Internal Revenue Service ("IRS") affirming the tax-exempt status of the
Plan. A new determination letter has been 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
Each of the hourly employee groups participating in the Plan have been merged
into the Georgia-Pacific Corporation Hourly 401(k) Savings Plan ("New Plan") as
of December 31, 1995. Each participant under the Plan received a benefit
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 transfer, and such benefits shall be calculated and paid pursuant to the New
Plan. During the three month period ended December 31, 1995, the remaining
assets of $417,112 were transferred to the New Plan, thereby fully liquidating
the Plan.
<PAGE> 13
SCHEDULE I
GEORGIA-PACIFIC CORPORATION
SUPPLEMENTAL HOURLY 401(K) SAVINGS PLAN
ITEM 27(D)--SCHEDULE OF REPORTABLE TRANSACTIONS(A)
FOR THE THREE MONTH PERIOD ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Number of Selling
Transactions Price Cost Gain
------------ ------- ------- ------
<S> <C> <C> <C> <C>
PURCHASED:
Georgia-Pacific Stock Fund
Master Trust* 4 $ - $ 3,441 $ -
Vanguard Short-Term U.S.
Treasury Portfolio* 7 - 6,338 -
Vanguard Index Trust 500
Portfolio* 3 - 3,475 -
SOLD:
Georgia-Pacific Stock Fund
Master Trust* 1 53,543 45,930 7,613
Vanguard Short-Term U.S.
Treasury Portfolio* 2 241,112 236,445 4,667
Vanguard Index Trust 500
Portfolio* 1 132,768 94,174 38,594
</TABLE>
(a) 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 period.
* Represents a party-in-interest to the Plan.
The accompanying notes are an integral part of this schedule.
<PAGE> 14
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 SUPPLEMENTAL HOURLY
401(K) SAVINGS 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> 15
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. 33-48331.
/S/ Arthur Andersen LLP
-----------------------
Atlanta, Georgia Arthur Andersen LLP
June 24, 1996
