<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, 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 SCHEDULES
SEPTEMBER 30, 1995 AND 1994
TOGETHER WITH
AUDITORS' REPORT
<PAGE> 3
GEORGIA-PACIFIC CORPORATION
SUPPLEMENTAL HOURLY 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
SEPTEMBER 30, 1995 AND 1994
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits--September 30, 1995 and
1994
Statement of Changes in Net Assets Available for Benefits for the Year
Ended September 30, 1995
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27(a)--Schedule of Assets Held for Investment Purposes--
September 30, 1995
Schedule II: Item 27(d)--Schedule of Reportable Transactions for the Year Ended
September 30, 1995
<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 SUPPLEMENTAL HOURLY 401(k) SAVINGS
PLAN as of September 30, 1995 and 1994 and the related statement of changes in
net assets available for benefits for the year ended September 30, 1995. 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 Supplemental Hourly 401(k) Savings Plan as of
September 30, 1995 and 1994 and the changes in its net assets available for
benefits for the year ended September 30, 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 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
benefits and 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.
As discussed in Note 6, during 1995 certain groups participating in the Plan
were merged and a substantial portion of the assets of the Plan were
transferred into the Georgia-Pacific Corporation Hourly 401(k) Savings Plan.
The remaining group and corresponding plan assets are to be merged and
transferred effective December 31, 1995.
/s/ Arthur Andersen LLP
Atlanta, Georgia
December 19, 1995
<PAGE> 5
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> 6
GEORGIA-PACIFIC CORPORATION
SUPPLEMENTAL HOURLY 401(k) SAVINGS PLAN
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, at market value:
Mutual funds $1,110,097 $2,993,821 $ 7,826 $4,111,744
Common stock 0 0 1,567,714 1,567,714
---------- ---------- ---------- ----------
Total investments 1,110,097 2,993,821 1,575,540 5,679,458
Contributions receivable 12,567 24,559 35,250 72,376
---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $1,122,664 $3,018,380 $1,610,790 $5,751,834
========== ========== ========== ==========
</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 YEAR ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
Common Fixed Georgia-Pacific
Stock Investment Stock
Fund Fund Fund Total
------ ---------- --------------- -----
<S> <C> <C> <C> <C>
Contributions:
Participants' $ 26,600 $ 47,903 $ 30,941 $ 105,444
Company matching 7,002 13,693 8,714 29,409
----------- ----------- ----------- -----------
Total contributions 33,602 61,596 39,655 134,853
Net investment income:
Interest and dividends 16,213 47,704 0 63,917
Master Trust 0 0 (60,019) (60,019)
Net appreciation (depreciation) in
market value of investments 12,991 (29,688) (26,032) (42,729)
----------- ----------- ----------- -----------
Net investment income 29,204 18,016 (86,051) (38,831)
Amounts distributed to participants (13,813) (23,721) (1,635) (39,169)
Transfer to affiliated plan (1,047,661) (2,839,235) (1,497,765) (5,384,661)
----------- ----------- ----------- -----------
Change in net assets available
for benefits (998,668) (2,783,344) (1,545,796) (5,327,808)
Net assets available for benefits,
beginning of year 1,122,664 3,018,380 1,610,790 5,751,834
----------- ----------- ----------- -----------
Net assets available for benefits,
end of year $ 123,996 $ 235,036 $ 64,994 $ 424,026
=========== =========== =========== ===========
Number of units outstanding in
investment fund at end of year 2,244 22,749 4,892
=========== =========== ===========
Unit value at end of year $ 54.99 $ 10.20 $ 13.08
=========== =========== ===========
</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 SCHEDULES
SEPTEMBER 30, 1995 AND 1994
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 years 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 (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 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. The
investment market value of the Portfolio at September 30,
1995 and 1994 of $123,390 and $1,110,097, respectively,
exceeded 5% of net assets.
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 and 1994, of $233,853 and $2,993,821,
respectively, exceeded 5% of net assets.
<PAGE> 10
Georgia-Pacific Stock Fund - invested principally in
Georgia-Pacific Corporation common stock. The market value
of the Georgia-Pacific Stock Fund Master Trust and Georgia Pacific
Corporation common stock investment at September 30, 1995 and 1994,
of $63,987 and $1,567,714 respectively, exceeded 5% of net assets.
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.
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's
major classifications of investments as of September 30, 1995 is shown below:
<TABLE>
<S> <C>
Investments (at market):
Georgia-Pacific Corporation
common stock $187,546,450
Vanguard Money Market 8,982,415
------------
Total investments 196,528,865
------------
Receivables:
Interest 11,648
Other receivables 2,139,401
Due from brokers 967,390
------------
Total receivables 3,118,439
------------
Less:
Payables 258,128
Due to brokers 7,091,204
------------
Total payables 7,349,332
------------
Net assets $192,297,972
============
</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 eleven month
period ended September 30, 1995 is shown below:
<TABLE>
<S> <C>
Interest income $ 73,220
Dividend income 3,627,045
Net appreciation in
market value of investments 39,615,653
-----------
Net investment gain from
Master Trust $43,315,918
===========
</TABLE>
Allocations of net investment gain (loss) for the eleven month period ended
September 30, 1995 and the net assets to participating plans as of September
30, 1995 are shown below for the Master Trust:
<TABLE>
<S> <C> <C>
Georgia-Pacific Corporation
Supplemental Hourly 401(k)
Savings Plan $ (60,019)
All other plans 43,375,937
-----------
Net investment gain (loss) $43,315,918
===========
Georgia-Pacific Corporation
Supplemental Hourly 401(k)
Savings Plan $ 63,987 .03%
All other plans 192,233,985 99.97
------------ ------
Net assets $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 has 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
Certain hourly groups participating in the Plan have been merged into the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan ("New Plan"). Each
participant under the Plan will receive 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 1995, assets of $5,384,661 were transferred from the Plan into the New
Plan.
Effective December 31, 1995, the remaining plan assets will be transferred into
the New Plan and the remaining participating group merged into the New Plan.
<PAGE> 13
SCHEDULE I
GEORGIA-PACIFIC CORPORATION
SUPPLEMENTAL HOURLY 401(k) SAVINGS PLAN
ITEM 27(a)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
Market
Shares Cost Value
------ ---- ------
<S> <C> <C> <C>
COMMON STOCK FUND
Vanguard Index Trust 500 Portfolio * 2,244 $ 90,699 $123,390
-------- --------
FIXED INVESTMENT FUND
Vanguard Short-Term U.S.
Treasury Portfolio * 22,749 230,107 232,037
Vanguard Money Market Fund * 1,816 1,816 1,816
-------- --------
TOTAL FIXED INVESTMENT FUND 231,923 233,853
-------- --------
GEORGIA-PACIFIC STOCK FUND
Georgia-Pacific Stock Fund
Master Trust * 4,892 42,489 63,987
-------- --------
TOTAL GEORGIA-PACIFIC STOCK FUND
TOTAL INVESTMENTS $365,111 $421,230
======== ========
</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
SUPPLEMENTAL HOURLY 401(k) SAVINGS PLAN
ITEM 27(d)--SCHEDULE OF REPORTABLE TRANSACTIONS*
FOR THE YEAR ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
Number of Selling Gain
Transactions Price Cost Loss
------------ ------- ---- ----
<S> <C> <C> <C> <C>
PURCHASED:
Georgia-Pacific Stock Fund
Master Trust 17 $ - $1,177,477 $ -
Georgia-Pacific Corporation
Common Stock 1 - 17,729 -
Vanguard Short-Term U.S.
Treasury Portfolio 32 - 132,584 -
Vanguard Index Trust 500
Portfolio 16 - 61,777 -
SOLD:
Georgia-Pacific Stock Fund
Master Trust 7 1,499,400 1,134,989 364,411
Georgia-Pacific Corporation
Common Stock 2 1,559,494 1,119,793 439,701
Vanguard Short-Term U.S.
Treasury Portfolio 12 2,862,956 2,955,974 (93,018)
Vanguard Index Trust 500
Portfolio 10 1,061,474 1,005,353 56,121
</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 SUPPLEMENTAL HOURLY
401(k) SAVINGS PLAN
BY: GEORGIA-PACIFIC CORPORATION,
AS PLAN ADMINISTRATOR
DATE: JANUARY 9, 1996 BY: /s/ John F. McGovern
----------------------
JOHN F. MCGOVERN
EXECUTIVE VICE PRESIDENT - FINANCE
AND CHIEF FINANCIAL OFFICER
<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. 33-48331.
/s/ Arthur Andersen LLP
-------------------------
Atlanta, Georgia Arthur Andersen LLP
January 9, 1996
