SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1 - 3506
-------------------
GEORGIA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
GEORGIA 93-0432081
(State of Incorporation) (IRS Employer Id. Number)
133 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
(Address of Principal Executive Offices)
(404) 652 - 4000
(Telephone Number of Registrant)
-------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
------ ------
As of the close of business on May 8, 1996, Georgia-Pacific Corporation had
91,331,551 shares of Common Stock outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
-------------------------------------------
Item 1. Financial Statements
STATEMENTS OF INCOME (Unaudited)
Georgia-Pacific Corporation and Subsidiaries
Three months
ended March 31,
-----------------
(Millions, except per share amounts) 1996 1995
- -----------------------------------------------------------------------
Net sales $3,049 $3,477
- -----------------------------------------------------------------------
Costs and expenses
Cost of sales 2,279 2,400
Selling, general and
administrative 361 350
Depreciation and cost of
timber harvested 212 230
Interest 107 105
- -----------------------------------------------------------------------
Total costs and expenses 2,959 3,085
- -----------------------------------------------------------------------
Income before income taxes 90 392
Provision for income taxes 40 160
- -----------------------------------------------------------------------
Net income $ 50 $ 232
=====================================================================
Per share:
Net income $ .55 $ 2.59
=====================================================================
Average number of shares outstanding 90.5 89.6
=====================================================================
The accompanying notes are an integral part of these financial statements.
<PAGE> 3
STATEMENTS OF CASH FLOWS
Georgia-Pacific Corporation and Subsidiaries
(Unaudited) Three months
ended March 31,
------------------
(Millions) 1996 1995
- -----------------------------------------------------------------------
Cash provided by (used for) operations
Net income $ 50 $ 232
Adjustments to reconcile net income to cash
provided by operations:
Depreciation 174 174
Cost of timber harvested 38 56
Deferred income tax benefit 2 (12)
Amortization of goodwill 15 15
Stock compensation programs 7 22
Gain on sales of assets (3) (3)
(Increase) decrease in receivables 38 (182)
(Increase) in inventories (12) (91)
Change in other working capital (30) (23)
Increase in taxes payable 21 136
Change in other assets and other
long-term liabilities 6 28
- -----------------------------------------------------------------------
Cash provided by (used for) operations 306 352
- -----------------------------------------------------------------------
Cash provided by (used for) investment activities
Capital expenditures
Property, plant and equipment (340) (214)
Timber and timberlands (19) (77)
- -----------------------------------------------------------------------
Total capital expenditures (359) (291)
Restricted cash used for capital expenditures 35 -
Proceeds from sales of assets 11 6
Other 6 1
- -----------------------------------------------------------------------
Cash provided by (used for) investment activities (307) (284)
- -----------------------------------------------------------------------
Cash provided by (used for) financing activities
Proceeds from option plan exercises 1 2
Repayments of long-term debt (9) (19)
Additions to long-term debt 1 3
Fees paid to issue debt (1) -
Decrease in bank overdrafts (14) (25)
Increase (decrease) in commercial paper and
other short-term notes 70 (32)
Cash dividends paid (46) (36)
- -----------------------------------------------------------------------
Cash provided by (used for) financing activities 2 (107)
- -----------------------------------------------------------------------
(Decrease) increase in cash 1 (39)
Balance at beginning of period 11 53
- -----------------------------------------------------------------------
Balance at end of period $ 12 $ 14
=======================================================================
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
BALANCE SHEETS
Georgia-Pacific Corporation and Subsidiaries
March 31, December 31,
(Millions, except shares and per share amounts) 1996 1995
- ----------------------------------------------------------------------------
ASSETS (Unaudited)
Current assets
Cash $ 12 $ 11
Receivables, less allowances of $26 and $25 911 949
Inventories 1,458 1,446
Deferred income taxes 123 123
Other current assets 52 66
- ----------------------------------------------------------------------------
Total current assets 2,556 2,595
- ----------------------------------------------------------------------------
Timber and timberlands, net 1,354 1,374
- ----------------------------------------------------------------------------
Property, plant and equipment
Land, buildings, machinery and equipment, at cost 12,888 12,576
Accumulated depreciation (6,716) (6,563)
- ----------------------------------------------------------------------------
Property, plant and equipment, net 6,172 6,013
- ----------------------------------------------------------------------------
Goodwill 1,699 1,714
- ----------------------------------------------------------------------------
Other assets 621 639
- ----------------------------------------------------------------------------
Total assets $ 12,402 $12,335
============================================================================
<PAGE> 5
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Bank overdrafts, net $ 187 $ 201
Commercial paper and other short-term notes 391 321
Current portion of long-term debt 167 15
Accounts payable 607 644
Accrued compensation 169 218
Accrued interest 101 87
Other current liabilities 345 276
- ---------------------------------------------------------------------------
Total current liabilities 1,967 1,762
- ---------------------------------------------------------------------------
Long-term debt, excluding current portion 4,545 4,704
- ---------------------------------------------------------------------------
Other long-term liabilities 1,207 1,203
- ---------------------------------------------------------------------------
Deferred income tax liabilities 1,149 1,147
- ---------------------------------------------------------------------------
Commitments and contingencies
Shareholders' equity
Common stock, par value $.80; 150,000,000
shares authorized; 91,326,000 and 91,308,000
shares issued 73 73
Additional paid-in capital 1,269 1,267
Retained earnings 2,231 2,227
Long-term incentive plan deferred compensation (21) (24)
Other (18) (24)
- ---------------------------------------------------------------------------
Total shareholders' equity 3,534 3,519
- ---------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 12,402 $12,335
===========================================================================
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
NOTES TO FINANCIAL STATEMENTS (Unaudited)
GEORGIA-PACIFIC CORPORATION
MARCH 31, 1996
1. PRINCIPLES OF PRESENTATION. The interim financial information included
herein is unaudited; however, such information reflects all adjustments
which are, in the opinion of management, necessary for a fair
presentation of the Corporation's financial position, results of
operations and cash flows for the interim periods. All such adjustments
are of a normal, recurring nature. Certain 1995 amounts have been
reclassified to conform with the 1996 presentation. During the 1996
first quarter, the Corporation reclassified stumpage costs from cost of
sales to depreciation and cost of timber harvested in its statements of
income. In addition, these amounts were reclassified from investing
activities to operating activities in the Corporation's statements of
cash flows. The impact of this reclassification was $25 million in the
1996 first quarter and $44 million in the 1995 first quarter.
2. INCOME (LOSS) PER SHARE. Income (loss) per share is computed based on
net income (loss) and the weighted average number of common shares
outstanding, net of restricted shares. The effects of assuming issuance
of common shares under long-term incentive, stock option and stock
purchase plans were either insignificant or antidilutive.
3. SUPPLEMENTAL DISCLOSURES - STATEMENTS OF CASH FLOWS. The cash impact of
interest and income taxes is reflected in the table below. The effect of
foreign currency exchange rate changes on cash was not material in either
period.
Three months
ended Mar. 31
--------------
(Millions) 1996 1995
--------------------------------------------------------
Total interest costs $ 116 $ 110
Interest capitalized (9) (5)
--------------------------------------------------------
Interest expense $ 107 $ 105
========================================================
Interest paid $ 101 $ 105
========================================================
Income taxes paid, net of refunds $ 17 $ 35
========================================================
<PAGE> 7
4. INVENTORY VALUATION. Inventories include costs of materials, labor and
plant overhead. The Corporation uses the dollar value pool method for
computing LIFO inventories. The major components of inventories were as
follows:
March 31, December 31,
(Millions) 1996 1995
--------------------------------------------------------
Raw materials $ 434 $ 526
Finished goods 995 896
Supplies 288 283
LIFO reserve (259) (259)
--------------------------------------------------------
Total inventories $ 1,458 $1,446
========================================================
5. PROVISION FOR INCOME TAXES. The Corporation reported pretax income of
$90 million and an income tax provision of $40 million for the three
months ended March 31, 1996. The Corporation reported pretax income of
$392 million and an income tax provision of $160 million for the three
months ended March 31, 1995. The actual effective tax rate for both
periods was different than the federal statutory rate primarily because
of nondeductible goodwill amortization expense.
6. COMMITMENTS AND CONTINGENCIES. The Corporation is a party to various legal
proceedings incidental to its business and is subject to a variety of
environmental and pollution control laws and regulations in all
jurisdictions in which it operates. As is the case with other companies in
similar industries, the Corporation faces exposure from actual or potential
claims and legal proceedings involving environmental matters. Liability
insurance in effect during the last several years provides only very
limited coverage for environmental matters.
The Corporation is involved in environmental remediation activities at
numerous sites where it has been notified that it is or may be a
potentially responsible party under the Comprehensive Environmental
Response, Compensation and Liability Act or similar state ``superfund''
laws and at certain of its own properties. Of the known sites in which it
is involved, the Corporation estimates that approximately 40 percent are
being investigated, approximately 50 percent are being remediated and
approximately 10 percent are being monitored (an activity which occurs
after either site investigation or remediation has been completed). The
ultimate costs to the Corporation for the investigation, remediation and
monitoring of many of these sites cannot be predicted with certainty due to
the often unknown magnitude of the pollution or the necessary cleanup, the
varying costs of alternative cleanup methods, the amount of time necessary
to accomplish such cleanups, the evolving nature of cleanup technologies
and government regulations, and the inability to determine the
Corporation's share of multi-party cleanups or the extent to which
<PAGE> 8
contribution will be available from other parties. The Corporation has
established reserves for environmental remediation costs for these sites in
amounts which it believes are probable and reasonably estimable. Based on
analysis of currently available information and previous experience with
respect to the cleanup of hazardous substances, the Corporation believes
that it is reasonably possible that costs associated with these sites may
exceed current reserves by amounts that may prove insignificant or that
could range, in the aggregate, up to approximately $75 million. This
estimate of the range of reasonably possible additional costs is less
certain than the estimates upon which reserves are based, and in order to
establish the upper limit of such range, assumptions least favorable to the
Corporation among the range of reasonably possible outcomes were used. In
estimating both its current reserve for environmental remediation and the
possible range of additional costs, the Corporation has not assumed it will
bear the entire cost of remediation of every site to the exclusion of other
known potentially responsible parties who may be jointly and severally
liable. The ability of other potentially responsible parties to
participate has been taken into account, based generally on the parties'
financial condition and probable contribution on a per site basis.
The Corporation has received and responded to three comprehensive
information requests from the Environmental Protection Agency (EPA)
concerning air emissions at approximately 30 of the Corporation's
facilities which manufacture oriented strand board, medium-density
fiberboard, plywood and particleboard. On August 5, 1994, the EPA issued a
Notice of Violation (NOV) of certain requirements of the Clean Air Act at
these facilities relating to, among other things, alleged emissions of
volatile organic compounds from sources constructed or modified since 1980.
The Corporation is in the process of negotiating a resolution of the
allegations contained in the NOV with the EPA and the state environmental
agencies involved. Any settlements would entail the payment of fines and
agreement by the Corporation to install air emission control equipment at
certain of these facilities.
Approximately 220 suits involving 9,160 plaintiffs have in the past been
filed in several state courts in Mississippi. The suits allege a variety
of torts including nuisance, trespass and infliction of emotional distress
primarily related to the alleged discharge of dioxin into the Leaf River
from a pulp mill owned by a subsidiary of the Corporation. Three of these
cases have been tried. A total of $241,000 in compensatory damages and $4
million in punitive damages were awarded to three plaintiffs in the first
two cases (Simmons and Ferguson) with respect to certain claims. The jury
------- --------
found in favor of the Corporation with respect to a fourth plaintiff. The
Corporation appealed both judgments. On July 8,1993, in the third
Mississippi dioxin case tried (Beech/Williams), the jury returned a verdict
--------------
in favor of the Corporation on all counts. The plaintiffs have appealed.
In early 1994 two dioxin cases pending in federal court in Mississippi were
voluntarily dismissed with prejudice by the plaintiffs.
<PAGE> 9
On October 19, 1995, the Mississippi Supreme Court reversed the lower court
judgment in the Ferguson case and ordered judgment for the defendants. In
--------
Ferguson, compensatory damages of $200,000 and punitive damages of
--------
$3 million had been assessed against the Corporation. The Mississippi
Supreme Court ruled that the plaintiffs failed to prove that the defendants
had caused any emotional distress or created a nuisance with respect to the
plaintiffs' properties. The Court also ruled that the plaintiffs had
failed to show that the defendants' conduct constituted intentional,
willful, wanton or grossly negligent behavior. No decision has been issued
by the Mississippi Supreme Court in the other cases on appeal, Simmons and
-------
Beech/Williams.
--------------
On April 12, 1996, the Corporation's motion for summary judgment in
approximately 170 dioxin cases involving approximately 3,702 plaintiffs was
granted in state court in Jackson County, Mississippi. The Court
dismissed the emotional distress claims of all plaintiffs based on the
Ferguson decision, and ruled that the approximately 433 plaintiffs alleging
--------
nuisance or trespass had until June 1, 1996 to present objective evidence
of the presence of dioxin on their property. Plaintiffs who fail to
present such evidence will be dismissed on June 1, 1996. The Corporation
intends to file similar motions for summary judgment with respect to the
remaining dioxin lawsuits pending against it in the Mississippi state
courts.
On April 8, 1996, the United States District Court for the Northern
District of Mississippi granted a declaratory judgment to several
subsidiaries of the Corporation against certain insurance carriers, holding
that these insurers are obligated to reimburse such subsidiaries against
the costs to defend against allegations of trespass, nuisance and emotional
distress related to the alleged discharge of dioxin from the Leaf River
mill and to indemnify such subsidiaries in the event they are found liable
for damages as a result of such alleged discharges. It is anticipated that
the insurance companies will appeal this judgment.
The Corporation and many other companies are defendants in suits brought in
various courts around the nation by plaintiffs who allege that they have
suffered personal injury as a result of exposure to asbestos-containing
products. The Corporation currently is defending claims of approximately
48,500 such plaintiffs and anticipates that additional suits or claims will
be filed against it over the next several years. These suits allege a
variety of lung and other diseases based on alleged exposure to products
previously manufactured by the Corporation. In many cases the plaintiffs
are unable to demonstrate that they have suffered any compensable loss as a
result of such exposure.
<PAGE> 10
The Corporation generally resolves asbestos cases by voluntary dismissal or
settlement for amounts it considers reasonable given the facts and
circumstances of each case. The amounts it has paid in settlement have
been substantially covered by product liability insurance, and the
Corporation has insurance available in amounts which it believes are
adequate to cover substantially all of the reasonably foreseeable damages
and settlement amounts arising out of claims and suits currently pending.
The Corporation has further insurance coverage available for the
disposition of suits and claims that may be filed against the Corporation
in the future, but there can be no assurance that the amounts of such
insurance will ultimately be adequate to cover all future claims. The
Corporation has established reserves for liabilities and legal defense
costs it believes are probable and reasonably estimable with respect to
pending suits and claims. It also has recorded a receivable for expected
insurance recoveries with respect to such pending suits and claims.
The Corporation is defending an action filed in state court in Mobile,
Alabama (Bettner, et al. v. Georgia-Pacific Corporation) that seeks to
----------------------------------------------
certify a class of all persons currently owning structures in the United
States on which hardboard siding manufactured by the Corporation after
January 1, 1980 has been installed. On January 3, 1996, the court entered
an order of conditional certification, which divided the ``class'' into
two conditionally certified subclasses. The two subclasses distinguish
between the hardboard siding manufactured at the Corporation's Catawba,
South Carolina plant and the hardboard siding formerly manufactured at the
Corporation's Jarratt, Virginia plant. The plaintiffs allege that the
hardboard siding manufactured and distributed by the Corporation was
inadequately designed and manufactured and as a consequence prematurely
discolors and deteriorates. The plaintiffs also dispute the validity and
availability of the warranty issued with the product. The plaintiffs seek
unspecified compensatory and punitive damages, declaratory relief regarding
the availability of warranties, restitution and injunctive relief. A
second Alabama action containing similar allegations, originally filed in
Choctaw County, Alabama (Henderson, et al. v. Georgia-Pacific Corporation)
------------------------------------------------
has been consolidated before the Mobile court hearing the Bettner action.
--------
On March 27, 1996, a third action was filed against the Corporation and a
codefendant, a mobile home manufacturer. The action (Rackley et al. v. G-P
---------------------
et al.), filed in the Superior Court of Bryan County, Georgia, seeks to
------
certify a class of individuals whose mobile homes were sided with the
Corporation's hardboard siding product. The complaint alleges that the
hardboard siding was defectively designed and manufactured. The plaintiffs
seek damages in excess of $10,000 for each purported class member. It is
unclear at the present time whether the action pertains to both the
Corporation's Catawba and Jarratt products.
Although the ultimate outcome of these environmental matters and legal
proceedings cannot be determined with certainty, based on presently
available information management believes that adequate reserves have been
established for probable losses with respect thereto, and that their
ultimate outcome, after taking such reserves into account, will not have a
material adverse effect on the consolidated financial position of the
Corporation.
<PAGE> 11
<TABLE>
<CAPTION>
SALES AND OPERATING PROFITS BY INDUSTRY SEGMENT (unaudited)
Georgia-Pacific Corporation and Subsidiaries
(Dollar amounts, except Second Quarter
per share, in millions) First --------------
Quarter Quarter Year-to-date
- --------------------------------------------------------------------------
<S> <C>
1996
NET SALES
Building products $1,570 52%
Pulp and paper 1,468 48
Other operations 11 -
- --------------------------------------------------------------------------
Total net sales $3,049 100%
==========================================================================
OPERATING PROFITS
Building products $ 67 28%
Pulp and paper 174 72
Other operations 2 -
- --------------------------------------------------------------------------
Total operating profits 243 100%
===
General corporate expense (41)
Interest expense (107)
Cost of accounts receivable
sale program (5)
Provision for income taxes (40)
- --------------------------------------------------------------------------
Net income $ 50
==========================================================================
Per common share:
Net income $ .55
==========================================================================
<PAGE> 12
<CAPTION>
SALES AND OPERATING PROFITS BY INDUSTRY SEGMENT (unaudited)
Georgia-Pacific Corporation and Subsidiaries
(Dollar amounts, Third Quarter Fourth Quarter
except per share, ------------------------ ------------------------
in millions) Quarter Year-to-date Quarter Year-to-date
- ------------------------------------------------------------------------------
<S>
1996
NET SALES
Building products
Pulp and paper
Other operations
- ------------------------------------------------------------------------------
Total net sales
==============================================================================
OPERATING PROFITS
Building products
Pulp and paper
Other operations
- ------------------------------------------------------------------------------
Total operating
profits
General corporate
expense
Interest expense
Cost of accounts
receivable sale
program
Provision for
income taxes
- ------------------------------------------------------------------------------
Net income
==============================================================================
Per common share:
Net income
==============================================================================
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
SALES AND OPERATING PROFITS BY INDUSTRY SEGMENT (unaudited)
Georgia-Pacific Corporation and Subsidiaries
(Dollar amounts, except Second Quarter
per share, in millions) First --------------
Quarter Quarter Year-to-date
-----------------------------------------------
<S> <C> <C> <C>
1995
NET SALES
Building products $1,800 52% $1,860 50% $3,660 51%
Pulp and paper 1,665 48 1,829 50 3,494 49
Other operations 12 - 11 - 23 -
- --------------------------------------------------------------------------------
Total net sales $3,477 100% $3,700 100% $7,177 100%
===============================================================================
OPERATING PROFITS
Building products $ 197 35% $ 143 24% $ 340 29%
Pulp and paper 368 65 457 76 825 70
Other operations 5 - 4 - 9 1
- --------------------------------------------------------------------------------
Total operating profits 570 100% 604 100% 1,174 100%
=== === ===
General corporate expense (62) (55) (117)
Interest expense (105) (100) (205)
Cost of accounts receivable
sale program (11) (12) (23)
Provision for income taxes (160) (172) (332)
- --------------------------------------------------------------------------------
Net income $ 232 $ 265 $ 497
================================================================================
Per common share:
Net income $ 2.59 $ 2.95 $ 5.54
================================================================================
<PAGE> 14
<CAPTION>
SALES AND OPERATING PROFITS BY INDUSTRY SEGMENT (unaudited)
Georgia-Pacific Corporation and Subsidiaries
(Dollar amounts, Third Quarter Fourth Quarter
except per share, ------------------------ ------------------------
in millions) Quarter Year-to-date Quarter Year-to-date
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995
NET SALES
Building products $ 1,901 51% $ 5,561 51% $ 1,738 51% $ 7,299 51%
Pulp and paper 1,789 49 5,283 49 1,660 49 6,943 49
Other operations 15 - 38 - 12 - 50 -
- --------------------------------------------------------------------------------
Total net sales $ 3,705 100% $10,882 100% $ 3,410 100% $14,292 100%
================================================================================
OPERATING PROFITS
Building products $ 221 31% $ 561 30% $ 108 26% $ 669 29%
Pulp and paper 478 68 1,303 69 308 75 1,611 71
Other operations 4 1 13 1 (3) (1) 10 -
- --------------------------------------------------------------------------------
Total operating
profits 703 100% 1,877 100% 413 100% 2,290 100%
=== === === ===
General corporate
expense (61) (178) 17 (161)
Interest expense (94) (299) (96) (395)
Cost of accounts
receivable sale
program (8) (31) (6) (37)
Provision for
income taxes (216) (548) (131) (679)
- --------------------------------------------------------------------------------
Net income $ 324 $ 821 $ 197 $ 1,018
================================================================================
Per common share:
Net income $ 3.57 $ 9.12 $ 2.17 $ 11.29
================================================================================
</TABLE>
<PAGE> 15
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
THREE MONTHS ENDED MARCH 31, 1996 COMPARED WITH 1995
The Corporation reported consolidated net sales of approximately $3.0 billion
for the three months ended March 31, 1996, a decline from $3.5 billion a year
ago. Net income for the 1996 first quarter was $50 million (55 cents per share)
compared with $232 million ($2.59 per share) in 1995.
The remaining discussion refers to the ``Sales and Operating Profits by
Industry Segment'' table (included in PART I - ITEM 1. hereto).
The Corporation's building products segment reported net sales of $1.6 billion
for the first three months of 1996, a 13 percent decrease from the 1995
comparable period. Operating profits decreased in 1996 to $67 million compared
with $197 million in 1995. Return on sales was 4.3 percent and 10.9 percent for
the three months ended March 31, 1996 and 1995, respectively. Lower profits in
this segment were primarily attributable to the Corporation's structural panels,
softwood lumber and distribution businesses.
Average structural panel prices were approximately 15 percent lower than year
ago levels and average prices in the Corporation's softwood lumber business were
approximately 10 percent lower than year ago levels. High inventory levels and
weak demand (due in part to severe winter weather) also contributed to the
decline in operating results quarter over quarter.
The Corporation's distribution business was negatively impacted by the decline
in structural panels and softwood lumber prices. As previously reported, the
Corporation incurred expenses of approximately $70 million during 1995 related
to initiatives to change and improve certain distribution division
administrative and logistical processes. In addition to this amount, the
Corporation currently expects to record expenses of approximately $40 million
during 1996. Of this amount, approximately $17 million was incurred in the
1996 first quarter, compared with approximately $7 million in the 1995 first
quarter. The timing and recognition of the remaining expenses is dependent
on future events, and accordingly could be material to the Corporation's
building products segment results in any given quarter. Capital
expenditures for this project are primarily related to the acquisition and
construction of new facilities and systems and are projected to be
approximately $400 million, excluding proceeds from facility sales.
Approximately $255 million of that amount has already been invested. The
Corporation expects the project to be substantially completed by the end
of 1996.
The Corporation's pulp and paper segment reported net sales of $1.5 billion and
operating profits of $174 million in the 1996 first quarter. For the same
period in 1995, the Corporation reported net sales of $1.7 billion and operating
profits of $368 million. Return on sales decreased to 11.9 percent in 1996 from
22.1 percent in 1995, primarily due to a decline in average prices for most of
the Corporation's pulp and paper products. Average pulp and containerboard
prices for the quarter were approximately 15 percent below prices in the same
1995 period, while average communication paper prices for the quarter were
approximately 10 percent below year ago levels. Furthermore, prices for these
products declined during the course of the 1996 first quarter. Although the
Corporation recently announced a price increase effective June 1, 1996 for its
kraft pulp bales and
<PAGE> 16
a price increase effective April 19, 1996 for certain grades of communication
papers, it expects continued weakness in pricing during the second quarter for
most pulp and paper products. Weaker demand has also impacted this business.
Compared with a year ago, shipment volume for market pulp, containerboard and
communication papers was down in the 1996 first quarter and inventory levels
were up. Although some recent improvements in demand have been noted, the
Corporation does not expect significant improvements in the near future.
General corporate expense for the 1996 first quarter decreased 34 percent to $41
million compared with the 1995 first quarter. The decrease is primarily related
to stock compensation programs tied to the Corporation's common stock price.
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities The Corporation generated cash from operations of $306
million for the three months ended March 31, 1996 compared with $352 million a
year ago. The decrease is primarily attributable to lower average prices for
many of the Corporation's building products and pulp and paper products.
Investing Activities Capital expenditures for the three months ended March
31, 1996 were $359 million, which included $146 million in the pulp and paper
segment, $167 million in the building products segment, $19 million for timber
and timberlands and $27 million of other and general corporate. The Corporation
expects to invest approximately $1.3 billion in 1996 (which includes a
reclassification of approximately $111 million of stumpage expense). For a
discussion of this reclassification refer to Note 1 of the Notes to Financial
Statements.
On April 15, 1996, the Corporation completed the purchase of Domtar's gypsum
wallboard business for $350 million in cash. Domtar's gypsum business includes
nine U.S. wallboard manufacturing plants, four Canadian wallboard plants, three
joint compound plants, an industrial plaster plant and a gypsum paperboard
plant. As previously announced, as a condition to approval of this transaction,
the U.S. Department of Justice is requiring Georgia-Pacific to divest its
existing wallboard production facilities at Buchanan, New York, and Wilmington,
Delaware. The sale of these facilities is expected to take place in the 1996
third quarter.
Financing Activities The Corporation's total debt, including $350 million
under the accounts receivable sale program, was $5.6 billion at March 31, 1996
and December 31, 1995.
At March 31, 1996, the Corporation had outstanding borrowings of $628 million
under certain Industrial Revenue Bonds. Approximately $75 million from the
issuance of these bonds is being held by trustees and is restricted for the
construction of certain capital projects. Amounts held by trustees are
classified as noncurrent assets in the accompanying balance sheet.
On April 1,1996, the Corporation redeemed $150 million of its 9.25% Debentures
Due March 15, 2016. The Corporation expects to record an after-tax
extraordinary loss of approximately $5 million related to this redemption during
the 1996 second quarter.
<PAGE> 17
The Corporation has a $1.5 billion unsecured revolving credit facility which is
used for direct borrowings and as support for commercial paper and other short-
term borrowings. As of March 31, 1996, $1.1 billion of committed credit was
available in excess of all short-term borrowings outstanding under or supported
by the facility.
At March 31, 1996, the Corporation's weighted average interest rate on its total
debt was 7.9% including the accounts receivable sale program and outstanding
interest rate exchange agreements. At March 31, 1996, these interest rate
exchange agreements effectively converted $496 million of floating rate
obligations with a weighted average interest rate of 5.2% to fixed rate
obligations with an average effective interest rate of 9.0%. These agreements
have a weighted average maturity of approximately 2.8 years. As of March 31,
1996, the Corporation's total floating rate debt, including the accounts
receivable sale program, exceeded related interest rate exchange agreements by
$1.1 billion.
As of March 31, 1996, the Corporation had registered for sale up to $500 million
of debt securities under a shelf registration statement filed with the
Securities and Exchange Commission.
In 1996, the Corporation expects its cash flow from operations, together with
proceeds from any asset sales and available financing sources, to be sufficient
to fund planned capital investments, pay dividends and make scheduled debt
payments.
Other On May 7, 1996, the Corporation announced that it had set a goal of
improving its annual pretax earnings by approximately $400 million through a
three-year effort to reduce overhead costs and improve efficiencies throughout
the Corporation. As part of this effort, the Corporation announced a
voluntary early retirement program effective May 20, 1996 to July 8, 1996 for
certain salaried employees who are at least 55 years old and have 10 years of
service or who have reached age 65. During 1996 and 1997, the Corporation
plans to eliminate work and related salaried positions, and substantially
reduce other administrative and overhead costs. The Corporation also expects
to realize significant efficiencies and cost savings from substantial
investments it is making to re-engineer its building products Distribution
Division, install new information systems and reduce operating costs. The
Corporation expects to record a charge to its second quarter earnings for
certain costs of these retirement, position elimination and cost reduction
measures. The amount of the second quarter charge and of any charges it may
take in subsequent quarters will depend on the number of employees
participating in the voluntary early retirement program and the timing and
nature of the other position elimination and cost reduction measures.
Except for the historical information contained herein, the foregoing
statements are forward-looking statements, the accuracy of which is subject
to a number of risks and assumptions. Among the key factors that could cause
actual results to differ materially are the following: changes in present
business conditions, acceptance of voluntary retirement by fewer eligible
employees than expected, the ability of the Corporation's managers
to eliminate many functions and associated positions that currently are a
part of the Corporation's overhead, and the realization of projected savings
from numerous investments in systems, operations and cost reduction programs.
For a discussion of commitments and contingencies refer to Note 6 of
the Notes to Financial Statements.
<PAGE> 18
PART II - OTHER INFORMATION
---------------------------
GEORGIA-PACIFIC CORPORATION
March 31, 1996
Item 1. Legal Proceedings
The information contained in Note 6 ``Commitments and Contingencies''
of the Notes to Financial Statements filed as part of this Quarterly
Report on Form 10-Q is incorporated herein by reference.
As last reported in the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1995, the Corporation had reached an
agreement in principle with the U.S. Department of Justice, the
Environmental Protection Agency, and the State of Michigan to settle
all claims relating to the Corporation's Gaylord, Michigan facility,
which would entail payment of a $700,000 fine and the installation
by the Corporation of air emission controls at the facility. On May
9, 1996 this matter was settled on the terms contained in the
agreement in principle.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 3.3 Bylaws as amended to date.
Exhibit 10.8(iii) Amendment No. 2 to the Georgia-
Pacific Corporation 1990 Long-Term
Incentive Plan.
Exhibit 11 Statements of Computation of Per
Share Earnings.
Exhibit 27 Financial Data Schedule.
Exhibit 99 Press Release dated May 7, 1996.
(b) No Current Reports on Form 8-K were filed by the Corporation
during the quarter ended March 31, 1996.
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 9, 1996 GEORGIA-PACIFIC CORPORATION
--- (Registrant)
by /s/John F. McGovern
----------------------------
John F. McGovern,
Executive Vice President -
Finance and Chief
Financial Officer
by /s/James E. Terrell
----------------------------
James E. Terrell,
Vice President and Controller
(Chief Accounting Officer)
<PAGE> 20
GEORGIA-PACIFIC CORPORATION
---------------------------
INDEX TO EXHIBITS
FILED WITH THE QUARTERLY REPORT
ON FORM 10-Q FOR THE
QUARTER ENDED MARCH 31, 1996
Number Description
- ------ -----------
3.3 Bylaws as amended to date. (1)
10.8(iii) Amendment No. 2 to the Georgia-Pacific Corporation 1990
Long-Term Incentive Plan. (1)
11 Statements of Computation of Per Share Earnings. (1)
27 Financial Data Schedule. (1)
99 Press Release dated May 7, 1996. (1)
- -------------------------------
(1) Filed by EDGAR
<PAGE> 1
EXHIBIT 3.3
Amended As of May 7, 1996
BYLAWS
OF
GEORGIA-PACIFIC CORPORATION
ARTICLE I
SHAREHOLDERS' MEETINGS
SECTION 1. Annual Meeting. The annual meeting of the
--------------
shareholders for the election of directors and for the transaction of
such other business as may properly come before the meeting shall be
held at such place, either within or without the State of Georgia, on
such date and at such time as the Board of Directors may by resolution
provide, or, if the Board of Directors fails to provide, then such
meeting shall be held at the principal executive office of the
Corporation at 11:00 A.M. on the first Tuesday in the month of May in
each year, or, if such date is a legal holiday, on the next following
business day.
SECTION 2. Special Meetings. Special meetings of the
----------------
shareholders may be called at any time by the Chairman, any Vice
Chairman, the President, the Chief Executive Officer or the Board of
Directors. In addition, special meetings of shareholders shall be
called by the Corporation as set forth in the Corporation's Articles of
Incorporation or upon written demand of the holders of at least three
quarters (75%) of the outstanding shares of the Corporation entitled to
vote in an election of directors, or upon the written demand of
shareholders as provided in Section 1(C) of Article II hereof, any such
written demand to be made in accordance with the requirements of
applicable law. Each special meeting shall be held at such place,
either within or without the State of Georgia, as the Board of
Directors may by resolution provide, or, if the Board of Directors
fails to provide, then such meeting shall be held at the principal
executive office of the Corporation, on such date and at such time as
shall be fixed by the party calling the meeting.
<PAGE> 2
SECTION 3. Notice of Meeting. Except as may otherwise be
------------------
required or prohibited by law, written notice stating the place, day
and hour of the meeting of shareholders and, in case of a special
meeting of shareholders, the purpose or purposes for which the meeting
is called, shall be delivered in the case of an annual or special
meeting of shareholders, not less than ten (10) nor more than sixty
(60) days before the date of the meeting either personally or by mail,
by the Corporation by or at the direction of the Chairman, any Vice
Chairman, the President, the Chief Executive Officer, the Secretary or
the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock
transfer books of the Corporation, with first class postage thereon
prepaid, or, if the Corporation has more than 500 shareholders of
record entitled to vote at the meeting and the notice is mailed not
less than thirty (30) days before the date of the meeting, with postage
thereon prepaid for any other class of United States mail.
SECTION 4. Waivers. Notwithstanding anything herein to the
-------
contrary, notice of a meeting of shareholders need not be given to any
shareholder who waives notice of such meeting in accordance with the
Georgia Business Corporation Code.
SECTION 5. Quorum; Required Shareholder Vote.
---------------------------------
(A) Quorum Requirement. Subject to any special quorum requirements
------------------
with respect to any class or series of Preferred Stock and to any
special quorum requirements under the Articles of Incorporation or
applicable law, a quorum for the transaction of business at any
annual or special meeting of shareholders shall exist when the
holders of a majority of the outstanding shares entitled to vote
are represented either in person or by proxy at such meeting.
When a quorum is once present to organize a meeting, the
shareholders present may continue to do business at the meeting or
at any adjournment thereof notwithstanding the withdrawal of
enough shareholders to leave less than a quorum, (unless a new
record date is or must be set for the adjourned meeting). The
holders of a majority of the voting shares represented at a
meeting, whether or not a quorum is present, may adjourn such
meeting from time to time.
(B) Voting Requirement. If a quorum is present, the affirmative vote
------------------
of the majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the
shareholders, unless a greater vote is required by law, by the
Articles of Incorporation, by a resolution of the Board of
Directors or by any other provision of these Bylaws.
<PAGE> 3
SECTION 6. Proxies. A shareholder who is entitled to attend a
-------
shareholders' meeting, to vote thereat or to execute consents, waivers
or releases, may be represented at such meeting or vote thereat, and
execute consents, waivers or releases, and exercise any of his other
rights, by one or more agents, who may be either an individual or
individuals or any domestic or foreign corporation, authorized by a
written proxy executed by such shareholder or by his attorney-in-fact.
No proxy shall be valid after the expiration of eleven (11) months from
the date thereof unless otherwise provided in the proxy.
ARTICLE II
DIRECTORS
SECTION 1. Number, Election and Term of Office.
-----------------------------------
(A) Number of Directors. The business and affairs of the Corporation
-------------------
shall be managed and controlled by its Board of Directors. The number of
directors shall be twelve (12), but the number may be increased or
diminished by amendment of these Bylaws either by the Board of Directors
or by the affirmative vote of at least seventy-five percent (75%) of the
voting power of the outstanding capital stock of the Corporation entitled
to vote generally in the election of directors, voting as a class. The
directors shall be divided into three (3) classes, each composed, as
nearly as possible, of one-third of the total number of directors. In the
event that the number of directors shall not be evenly divisible by three
(3), the Board of Directors shall determine in which class or classes the
remaining director or directors, as the case may be, shall be included.
The term of office of each director shall be three (3) years; provided,
that, of those directors initially elected in classes, the term of office
of directors of the first class shall expire at the first annual meeting
of the shareholders after their election, that of the second class shall
expire at the second annual meeting after their election, and that of the
third class shall expire at the third annual meeting after their election.
At each annual meeting of shareholders subsequent to the initial election
of directors in classes, directors shall be elected for a full term of
three (3) years to succeed those whose terms expire. When the number of
directors is increased and any newly created directorships are filled by
the Board of Directors, there shall be no classification of the additional
directors until the next election of directors by the shareholders.
(B) Special Voting Rights. Anything in this Section 1 to the contrary
---------------------
notwithstanding, if and whenever any class or series of Preferred
Stock of the Corporation shall have the exclusive right, voting
separately as a class or series, to elect one or more directors of
the Corporation, the term of office of
<PAGE> 4
all directors in office when such voting rights shall vest in such
class or series of Preferred Stock (other than directors who were
elected by vote of another class or series of Preferred Stock)
shall terminate upon the election of any new directors at any
meeting of shareholders called for the purpose of electing
directors; and, while such voting rights are vested in any class
or series of Preferred Stock, the directors shall not be divided
into classes, and the term of office of each director elected
shall extend only until the next succeeding annual meeting of
shareholders.
(C) Election of Directors Following Termination of Special
------------------------------------------------------
Voting Rights.
-------------
Upon the termination of the exclusive right of all classes and
series of Preferred Stock, voting separately as a class or series,
to vote for directors, the term of office of all directors then in
office shall terminate upon the election of any new directors at a
meeting of the shareholders then entitled to vote for directors,
which meeting may be held at any time after the termination of
such exclusive right and which meeting, if not previously called,
shall be called by the Secretary of the Corporation upon written
request of the holders of record of ten percent (10%) of the
aggregate number of outstanding shares of such class or classes of
stock then entitled to vote for directors. At such election and
thereafter, unless and until a class or series of Preferred Stock
shall again have the exclusive right, voting separately as a class
or series, to vote for directors, the directors shall again be
divided into three (3) classes, as hereinabove provided, the term
of office of each to be three (3) years; provided, that the terms
of office of those initially elected in classes shall be as
hereinabove provided.
(D) Nominations for Election of Directors.
-------------------------------------
(a) Subject to the rights of holders of any series of
Preferred Stock or any other class of capital stock of the
Corporation (other than the Common Stock) then outstanding,
nominations for the election of directors may be made by the
affirmative vote of a majority of the entire Board of Directors or
by any shareholder of record entitled to vote generally in the
election of directors. However, any shareholder of record
entitled to vote generally in the election of directors may
nominate one or more persons for election as directors at a
meeting only if written notice of such shareholder's intent to
make such nomination or nominations has been given, either by
personal delivery or by first class United States mail, postage
prepaid, to the Secretary of the Corporation not less than 60 days
nor more than 75 days prior to the meeting; provided, that in the
-------- ----
event that less than 70 days' notice or prior public disclosure of
the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so received not later than
the close of business on the 10th day following the day on which
such notice of the date of meeting was mailed or such public
disclosure was made, whichever first occurs.
<PAGE> 5
(b) Each notice to the Secretary under subsection (a) shall
set forth: (i) the name and address of record of the shareholder who
intends to make the nomination; (ii) a representation that the
shareholder is a holder of record of shares of the Corporation's capital
stock entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons
specified in the notice; (iii) the class and number of shares of
common stock held of record, owned beneficially, and represented
by proxy, by the shareholder, and each proposed nominee, as of the
date of the notice; (iv) the name, age, business and residence
addresses, and principal occupation or employment of each proposed
nominee; (v) a description of all arrangements or understandings
between the shareholder and each proposed nominee and any other
person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the
shareholder; (vi) such other information regarding each proposed
nominee as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (vii) the written consent of each proposed nominee
to serve as a director of the Corporation if so elected. The
Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to
determine the eligibility of such proposed nominee to serve as a
director of the Corporation.
(c) The Chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not
made in accordance with the foregoing procedure, and if he should
so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
SECTION 2. Term. Subject to the provisions of the Articles of
----
Incorporation and of Section 1 of this Article II, each director shall
hold office until the election and qualification of his successor or
until his death or until he shall resign or be removed from office as
hereinafter provided.
SECTION 3. Place of Meeting. Meetings of the Board of Directors
----------------
or of any committee thereof may be held either within or without the
State of Georgia.
SECTION 4. Regular Meetings. The Board of Directors may, by
----------------
resolution adopted by vote of a majority of the whole Board, from time
to time, appoint the time and place for holding regular meetings of the
Board, if deemed advisable by the Board; and such regular meetings
shall, thereupon, be held at the time and place so appointed, without
the giving of any notice with regard thereto. In case the day
appointed for the regular meeting shall fall on a legal holiday, such
meeting shall be held on the next following business day, at the
regular appointed hour.
<PAGE> 6
SECTION 5. Special Meetings. Special meetings of the Board of
----------------
Directors shall be held whenever called by the Chairman, by any Vice
Chairman, by the President, by the Chief Executive Officer, by the
Chief Operating Officer, or by any two directors. Notice of any such
meeting shall be mailed to each director, addressed to him at his
residence or usual place of business, not later than three (3) days
before the day on which the meeting is to be held, or shall be sent to
him at such place by telegram, telex or cablegram, or be delivered
personally, or by telephone, not later than the day before the day on
which the meeting is to be held. Notice of a meeting of the Board of
Directors need not be given to any director who signs a waiver of
notice either before or after the meeting (in addition to any other
form of waiver, such waiver may be evidenced by a telegram, telex or
cablegram from a director). Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting and waiver of any
and all objections to the place of the meeting, the time of the meeting
or the manner in which it has been called or convened, except when a
director states, at the beginning of the meeting, any such objection or
objections to the transaction of business. Neither the business to be
transacted at, nor the purpose of, any special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such
meeting. Except as is otherwise indicated in the notice thereof, any
and all business may be transacted at any special meeting of the Board
of Directors.
SECTION 6. Quorum and Manner of Acting. Except as herein
---------------------------
otherwise provided, two-fifths of the whole Board of Directors at a
meeting duly assembled shall constitute a quorum for the transaction of
business, except that, if the Chairman or the President is not present
at any such meeting, a majority of the whole Board of Directors shall
be necessary to constitute a quorum; and, except as otherwise required
by statute or by the Bylaws, the act of a majority of the directors
present at any such meeting at which a quorum is present shall be the
act of the Board of Directors. In the absence of a quorum, a majority
of the directors present may adjourn the meeting from time to time,
until a quorum is present. No notice of any adjourned meeting need be
given.
SECTION 7. Resignations. Any director of the Corporation may
------------
resign at any time by giving written notice thereof to the Board of
Directors, the Chairman or the Corporation. Such resignation shall
take effect at the time the notice is delivered unless the notice
specifies a later effective date; and, unless otherwise specified with
respect thereto, the acceptance of such resignation shall not be
necessary to make it effective.
<PAGE> 7
SECTION 8. Removal of Directors. At any shareholders' meeting
--------------------
with respect to which notice of such purpose has been given, the entire
Board of Directors or any individual director may be removed, with or
without cause, by the affirmative vote of the holders of three-quarters
(75%) of the shares entitled to vote at an election of directors.
Whenever the holders of the shares of any class or series are entitled
to elect one or more directors by the provisions of the Articles of
Incorporation, the provisions of this Section shall apply, in respect
of the removal of a director or directors so elected, to the vote of
the holders of the outstanding shares of that class or series and not
to the vote of the outstanding shares as a whole.
SECTION 9. Vacancies.
----------
(A) Director Elected by All Shareholders. Except as provided in
------------------------------------
Subsection (B) below, any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board of
Directors, or by the sole remaining director, as the case may be,
or, if the vacancy is not so filled, or if no director remains, by
the holders of the shares of stock who are entitled to vote for
the director with respect to which the vacancy is being filled.
(B) Director Elected by Particular Class or Series. If a vacancy
----------------------------------------------
occurs with respect to a director elected by a particular class or
series of shares voting as a class or series, the vacancy may be
filled by the remaining director or directors elected by that
class or series, or, if the vacancy is not filled by such
remaining director or directors, or if no such director remains,
by the shareholders of that class or series.
(C) Term of New Director. A director elected to fill a vacancy shall
--------------------
be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number
of directors may be filled by the Board of Directors, but only for
a term of office continuing until the next election of directors
by the shareholders and the election and qualification of his
successor.
SECTION 10. Directors' Fees. In consideration of a director
---------------
serving in such capacity, each director of the Corporation, other than
directors who are officers of the Corporation or any of its subsidiary
companies, shall be entitled to receive an annual fee in such amount
and payable in such installments, as the Board of Directors, by vote of
a majority of the whole Board, may from time to time determine. The
Board of Directors shall also have the authority to determine, from
time to time, the amount of compensation which shall be paid to its
members for attendance at any meeting of the Board or any committee
thereof.
<PAGE> 8
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. Constitution and Powers. The Board of Directors may,
-----------------------
by resolution adopted by vote of a majority of the whole Board,
designate from among its members an Executive Committee, to consist of
the Chairman, the Chief Executive Officer (provided he is also a
director), and one or more other directors, which Executive Committee
shall have and may exercise all the powers of the Board of Directors in
the management of the business, affairs and property of the Corporation
and the exercise of its corporate powers, including the power to
authorize the seal of the Corporation to be affixed to all papers which
may require it. So far as practicable, members of the Executive
Committee shall be designated at the organization meeting of the Board,
in each year, and, unless sooner discharged by vote of a majority of
the whole Board of Directors, shall hold office until the organization
meeting of the Board in the next subsequent year and until their
respective successors are appointed. The Board shall designate one
member of the Committee as Chairman of the Executive Committee, but
such designee shall not be considered to be an officer of the
Corporation by reason of such designation. Anything herein to the
contrary notwithstanding, the Executive Committee shall not exercise
the authority of the Board of Directors in reference to: (1) approving
or proposing to shareholders any action required by applicable law to
be approved by the shareholders of the Corporation; (2) the filling of
vacancies on the Board of Directors or any of its committees; (3)
amending the Articles of Incorporation of the Corporation; (4) the
adoption, amendment or repeal of any Bylaws of the Corporation; (5)
adopting a plan of merger or consolidation; (6) the sale, lease,
exchange or other disposition of all or substantially all the property
and assets of the Corporation; or (7) a voluntary dissolution of the
Corporation or a revocation thereof.
SECTION 2. Meetings. Regular meetings of the Executive
--------
Committee, of which no notice shall be necessary, shall be held on such
days and at such places as shall be fixed, from time to time, by
resolution adopted by vote of a majority of the Committee and
communicated to all the members thereof. Special meetings of the
Executive Committee may be called by the Chairman of the Committee at
any time. Notice of each special meeting of the Committee shall be
sent to each member of the Committee by mail to his residence or usual
place of business not later than three (3) days before the day on which
the meeting is to be held, or shall be sent to him at such place by
telegram, telex or cablegram, or be delivered personally, or by
telephone, to each member of the Committee not later than the day
before the day on which the meeting is to be held. Notice of any such
meeting need not be given to any member who signs a waiver of notice
either before or after the meeting (in addition to any other form of
waiver, such waiver may be evidenced by a telegram, telex or cablegram
from a member). Attendance of a member at a meeting shall
<PAGE> 9
constitute a waiver of notice of such meeting and waiver of any and all
objections to the place of the meeting, the time of the meeting or the
manner in which it has been called or convened, except when a member
states, at the beginning of the meeting, any such objection or
objections to the transaction of business. Neither the business to be
transacted at, nor the purpose of, any meeting of the Committee need be
specified in the notice or waiver of notice of such meeting. A
majority of the Executive Committee shall constitute a quorum for the
transaction of business, and the act of a majority of those present at
a meeting, at which a quorum is present, shall be the act of the
Executive Committee. The members of the Executive Committee shall act
only as a committee, and the individual members shall have no power as
such.
SECTION 3. Records. The Executive Committee shall keep a record
-------
of its acts and proceedings and shall report the same promptly to the
Board of Directors. Such acts and proceedings shall be subject to
review by the Board of Directors, but no rights of third parties shall
be affected by such review. The Secretary of the Corporation, or, in
his absence, an Assistant Secretary, shall act as secretary to the
Executive Committee; or the Committee may, in its discretion, appoint
its own secretary.
SECTION 4. Vacancies. Any vacancy in the Executive Committee
---------
shall be filled by vote of a majority of the whole Board of Directors.
ARTICLE IV
OTHER COMMITTEES
The Board of Directors, by resolution adopted by a majority of the
whole Board, may designate from among its members other committees in
addition to the Executive Committee, each consisting of two (2) or more
directors and each of which, to the extent provided in such resolution,
shall have and may exercise all the authority of the Board of
Directors, provided that no such committee shall have the authority of
the Board of Directors in reference to: (1) approving or proposing to
shareholders any action required by applicable law to be approved by
the shareholders of the Corporation; (2) the filling of vacancies on
the Board of Directors or any of its committees; (3) amending the
Articles of Incorporation of the Corporation; (4) the adoption,
amendment or repeal of any Bylaws of the Corporation; (5) the adoption
of a plan of merger or consolidation; (6) the sale, lease, exchange or
other disposition of all or substantially all of the property and
assets of the Corporation; or (7) a voluntary dissolution of the
Corporation or a revocation thereof.
<PAGE> 10
ARTICLE V
OFFICERS AND AGENTS; POWERS AND DUTIES
SECTION 1. Officers. The Board of Directors shall elect a
--------
Chairman (who shall be a director), a President, a Secretary and a
Treasurer. The Board of Directors may also elect one or more Vice
Chairmen, one or more Vice Presidents (one or more of whom may be
designated an Executive Vice President and one or more of whom may be
designated a Senior Vice President and one or more of whom may be
designated a Group Vice President), a Controller and such other
officers and agents of the Corporation as from time to time may appear
to be necessary or advisable in the conduct of the affairs of the
Corporation. The Board shall designate from among such elected
officers a Chief Executive Officer and may designate from among such
elected officers a Chief Operating Officer. Any two or more offices
may be held by the same person, except that the office of President and
the office of Secretary shall be held by separate persons.
SECTION 2. Term of Office. So far as practicable, all officers
--------------
shall be elected at the organization meeting of the Board of Directors,
in each year, and, subject to the provisions of Section 3 of this
Article V, each officer shall hold office until the organization
meeting of the Board of Directors in the next subsequent year and until
his successor has been elected and has qualified, or until his earlier
resignation, removal from office or death.
SECTION 3. Removal of Officers. Any officer elected by the Board
-------------------
of Directors may be removed at any time, either with or without cause,
by the Board at any meeting.
SECTION 4. Vacancies. If any vacancy occurs in any office, the
---------
Board of Directors may elect a successor to fill such vacancy for the
remainder of the term.
SECTION 5. Chief Executive Officer. The Chief Executive Officer
-----------------------
shall, under the direction of the Board of Directors, have general
direction of the Corporation's business, policies and affairs. He
shall preside, when present, at all meetings of the shareholders and,
in the absence of the Chairman of the Executive Committee, at all
meetings of the Executive Committee. He, the Vice Chairmen, the
President and the Chief Operating Officer shall each have general power
to execute
<PAGE> 11
bonds, deeds and contracts in the name of the Corporation and to affix
the corporate seal; to sign stock certificates; and to remove or
suspend such employees or agents as shall not have been appointed by
the Board of Directors. In the absence or disability of the Chief
Executive Officer, his duties shall be performed and his powers may be
exercised by the Chief Operating Officer or by such other officer as
shall be designated by the Board of Directors.
SECTION 6. Chief Operating Officer. The Chief Operating Officer
-----------------------
shall, under the direction of the Chief Executive Officer, have direct
superintendence of the Corporation's business, policies, properties and
affairs. He shall have such further powers and duties as from time to
time may be conferred upon, or assigned to, him by the Board of
Directors or the Chief Executive Officer. In the absence or disability
of the Chief Executive Officer, the Chief Operating Officer shall
perform his duties and may exercise his powers.
SECTION 7. Chairman. The Chairman shall preside, when present,
--------
at all meetings of the Board of Directors and shall have such other
powers and duties as from time to time may be conferred upon, or
assigned to, him by the Board of Directors or the Chief Executive
Officer (if the Chairman is not the Chief Executive Officer).
SECTION 8. Vice Chairmen. Each of the several Vice Chairmen
-------------
shall have such powers and duties as from time to time may be conferred
upon, or assigned to, him by the Board of Directors or the Chief
Executive Officer (if such Vice Chairman is not the Chief Executive
Officer).
SECTION 9. President. The President shall have such powers and
---------
duties as from time to time may be conferred upon, or assigned to, him
by the Board of Directors or the Chief Executive Officer (if the
President is not the Chief Executive Officer).
SECTION 10. Vice Presidents. The several Vice Presidents shall
---------------
perform all such duties and services as shall be assigned to or
required of them, from time to time, by the Board of Directors, the
Chief Executive Officer or the Chief Operating Officer.
<PAGE> 12
SECTION 11. Secretary. The Secretary shall attend to the giving
---------
of notice of all meetings of shareholders and of the Board of Directors
and shall keep and attest true records of all proceedings thereat. He
shall have the responsibility of authenticating records of the
Corporation. He shall have charge of the corporate seal and have
authority to attest any and all instruments or writings to which the
same may be affixed. He shall keep and account for all books,
documents, papers and records of the Corporation, except those which
are hereinafter directed to be in the charge of the Treasurer or the
Controller. He shall have authority to sign stock certificates and
shall generally perform all the duties usually appertaining to the
office of secretary of a corporation. In the absence of the Secretary,
an Assistant Secretary or Secretary pro tempore shall perform his
duties.
SECTION 12. Treasurer. The Treasurer shall have the care and
---------
custody of all moneys, funds and securities of the Corporation and
shall deposit or cause to be deposited all funds of the Corporation in
and with such depositaries as shall, from time to time, be designated
by the Board of Directors or by such officers of the Corporation as may
be authorized by the Board of Directors to make such designation. He
shall have power to sign stock certificates; to endorse for deposit or
collection, or otherwise, all checks, drafts, notes, bills of exchange
or other commercial paper payable to the Corporation; and to give
proper receipts or discharges therefor.
SECTION 13. Controller. The Controller shall keep complete and
----------
accurate books of account relating to the business of the Corporation,
including records of all assets, liabilities, commitments, receipts,
disbursements and other financial transactions of the Corporation, and
its divisions and subsidiaries. He shall render a statement of the
Corporation's financial condition whenever required to do so by the
Board of Directors, the Chief Executive Officer, the Chief Operating
Officer or the Executive Vice President - Finance.
SECTION 14. Attorneys. The Board of Directors may, from time to
---------
time, appoint one or more attorneys-in-fact to act for and in
representation of the Corporation, either generally or specially,
judicially or extra-judicially, and may delegate to any such attorney
or attorneys-in-fact all or any powers which, in the judgment of the
Board of Directors, may be necessary, advisable, convenient or suitable
for exercise in any country or jurisdiction in the administration or
management of the business of the Corporation, or the defense or
enforcement of its rights, even though such powers be herein provided
or directed to be exercised by a designated officer of the Corporation,
or by the Board of Directors. The act of the Board of Directors in
conferring any such powers upon, or delegating the same to, any
attorney-in-fact shall be conclusive evidence in favor of any third
person of the
<PAGE> 13
right of the Board of Directors so to confer or delegate such powers;
and the exercise by any attorney-in-fact of any powers so conferred or
delegated shall in all respects be binding upon the Corporation.
SECTION 15. Additional Powers and Duties. In addition to the
----------------------------
foregoing especially enumerated duties and powers, the several officers
of the Corporation shall perform such other duties and exercise such
further powers as may be provided by these Bylaws or as the Board of
Directors may, from time to time, determine, or as may be assigned to
them by any competent superior officer.
SECTION 16. Compensation. The compensation of all officers of
------------
the Corporation shall be fixed, from time to time, by the Board of
Directors.
SECTION 17. Appointed Officers. The Board of Directors, the
------------------
Chief Executive Officer or the Chief Operating Officer may, from time
to time, appoint individuals ("appointed officers") to serve in such
designated capacities for the Corporation and to hold such nominal
titles (such as a designated officer of a division or of another area
of the business affairs of the Corporation) as the Board of Directors,
the Chief Executive Officer or the Chief Operating Officer may deem
appropriate. No appointed officer shall, by reason of such
appointment, become an officer of the Corporation. Each appointed
officer shall perform such duties and shall have such authority as
shall be delegated to him from time to time by the officer of the
Corporation then responsible for the particular area in which such
appointed officer is working. Any title granted to any appointed
officer pursuant to this Section 17 may be withdrawn, with or without
cause, at any time by the Board of Directors, the Chief Executive
Officer or the Chief Operating Officer, and any duty or authority
delegated to any appointed officer pursuant to this Section 17 may be
withdrawn, with or without cause, at any time by the Board of
Directors, the Chief Executive Officer, the Chief Operating Officer or
the officer who delegated such duty or authority to the appointed
officer.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. Indemnified Parties. Every person (and the heirs and
--------------------
personal representatives of such person) who is or was a director,
officer, employee or agent of the Corporation, or of any other
corporation, partnership, joint venture, trust or other enterprise in
which he served as such at the request of the Corporation, shall be
indemnified by the Corporation in accordance with the provisions of
this Article VI
<PAGE> 14
against any and all liability and expense (including, without
limitation, counsel fees and disbursements, and amounts of judgments,
fines or penalties against, or amounts paid in settlement by, a
director, officer, employee or agent) actually and reasonably incurred
by him in connection with or resulting from any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative, or investigative or in connection with any appeal
relating thereto, in which he may become involved, as a party or
otherwise, or with which he may be threatened, by reason of his being
or having been a director, officer, employee or agent of the
Corporation or such other corporation, partnership, joint venture,
trust or other enterprise, or by reason of any action taken or omitted
by him in his capacity as such director, officer, employee or agent
whether or not he continues to be such at the time such liability or
expense shall have been incurred.
SECTION 2. Indemnification As of Right. Every person (and the
----------------------------
heirs and personal representatives of such person) referred to in
Section 1 of this Article VI, to the extent that such person has been
successful on the merits or otherwise with respect to any claim,
action, matter, suit or proceeding of the character described in
Section 1, shall be entitled to indemnification as of right for
expenses (including attorneys' fees) actually and reasonably incurred
by him in connection therewith.
SECTION 3. Indemnification Based on Review. Except as provided
--------------------------------
in Section 2 of this Article VI, upon receipt of a claim for
indemnification hereunder, the Corporation shall proceed as follows, or
as otherwise permitted by applicable law: If the claim is made by a
director or officer of the Corporation, the Board of Directors, by a
majority vote of a quorum consisting of directors who were not parties
to the applicable action, suit or proceeding, shall determine whether
the claimant met the applicable standard of conduct as set forth in
Subsections (A) and (B) below. If such quorum is not obtainable or,
even if obtainable, a quorum of disinterested directors so directs,
such determination shall be made by independent legal counsel (who may
be the regular inside or outside counsel of the Corporation) in a
written opinion. If such determination has not been made within 90
days after the claim is asserted, the claimant shall have the right to
require that the determination be submitted to the shareholders at the
next regular meeting of shareholders by vote of a majority of the
shares entitled to vote thereon. If a claim is made by a person who is
not a director or officer of the Corporation, the Chief Executive
Officer and the general counsel of the Corporation shall determine,
subject to applicable law, the manner in which there shall be made the
determination as to whether the claimant met the applicable standard of
conduct as set forth in Subsections (A) and (B) below. In the case of
each claim for indemnification, the Corporation shall pay the claim to
the extent the determination is favorable to the person making the
claim.
<PAGE> 15
(A) In the case of a claim, action, suit or proceeding other than
by or in the right of the Corporation to procure a judgment in
its favor, the director, officer, employee or agent must have
acted in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, in
addition, in any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. In
addition, any director seeking indemnification must not have
been adjudged liable on the basis that any personal benefit
was received by him. For the purpose of this Subsection (A),
the termination of any claim, action, suit or proceeding,
civil, criminal or administrative, by judgment, order,
settlement (either with or without court approval) or
conviction, or upon a plea of guilty or nolo contendere or its
equivalent, shall not create a presumption that a director,
officer, employee or agent did not meet the standards of
conduct set forth in this Subsection.
(B) In the case of a claim, action, suit or proceeding by or in
the right of the Corporation to procure a judgment in its favor,
the director, officer, employee or agent must have acted in good
faith in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation; provided, however, that no
indemnification under this Subsection (B) shall be made (1)
with regard to any claim, issue or matter as to which such
director, officer, employee or agent shall have been adjudged
to be liable to the Corporation unless and only to the extent
that the court in which such action or suit was brought shall
determine that, despite the adjudication of liability but in
view of all the circumstances of the case, such director,
officer, employee or agent is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem
proper, or (2) for amounts paid, or expenses incurred, in
connection with the defense or settlement of any such claim,
action, suit or proceeding, unless a court of competent
jurisdiction has approved indemnification with regard to such
amounts or expenses.
SECTION 4. Advances. Expenses incurred with respect to any
---------
claim, action, suit or proceeding of the character described in Section
1 of this Article VI shall be advanced by the Corporation prior to the
final disposition thereof upon receipt of an undertaking by or on
behalf of the recipient to repay such amount if it shall be ultimately
determined that he is not entitled to indemnification under this
Article VI.
SECTION 5. General. The rights of indemnification and
-------
advancement of expenses provided in this Article VI shall be in
addition to any rights to which any such director, officer, employee or
other person may otherwise be entitled by contract or as a matter of
law. Each person who shall act as a director, officer,
<PAGE> 16
employee or agent of the Corporation or of any other corporation
referred to in Section 1 of this Article VI, shall be deemed to be
doing so in reliance upon the right of indemnification provided for in
this Article VI, and this Article VI constitutes a contract between the
Corporation and each of the persons from time to time entitled to
indemnification hereunder, and the rights of each such person hereunder
may not be modified without the consent of such person.
ARTICLE VII
STOCK AND TRANSFER OF STOCK
SECTION 1. Stock Certificates. Every shareholder shall be
------------------
entitled to a certificate signed by the Chairman, the President or a
Vice President and the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer, certifying the number of shares
owned by him in the Corporation and that those shares are fully paid
and non-assessable. Where any such certificate is countersigned by
either a Transfer Agent or a Registrar (other than the Corporation or
one of its employees) designated by the Corporation for that purpose,
any other signature on such certificate may be a facsimile, engraved,
stamped or printed. In case any person who served as any such officer
shall have signed any such certificate or whose facsimile signature
shall have been placed thereon shall have ceased to hold such office
prior to the issue of such certificate, such certificate may be issued
at the direction of the Corporation with the same effect as if such
person held such office at the date of the issue of such certificate.
SECTION 2. Transfer Agents and Registrars. The Board of
------------------------------
Directors may, in its discretion, appoint responsible banks or trust
companies in such city or cities as the Board may deem advisable, from
time to time, to act as Transfer Agents and Registrars of the stock of
the Corporation; and, upon such appointments being made, no stock
certificate shall be valid until countersigned by one of such Transfer
Agents and registered by one of such Registrars.
SECTION 3. Transfer of Stock. Shares of stock may be transferred
-----------------
by delivery of the certificates therefor, accompanied either by an
assignment in writing on the back of the certificates or by written
power of attorney to sell, assign and transfer the same, signed by the
record holder thereof; but no transfer shall affect the right of the
Corporation to pay any dividend upon the stock to the holder of record
thereof, or to treat the holder of record as the holder in fact thereof
for all purposes, and no transfer shall be valid, except between the
parties thereto, until such transfer shall have been made upon the
books of the Corporation.
<PAGE> 17
SECTION 4. Lost Certificates. In case any certificate of stock
-----------------
shall be lost, stolen or destroyed, the Board of Directors or the
Executive Committee, in its discretion, may authorize the issue of a
substitute certificate in place of the certificate so lost, stolen or
destroyed, and may cause such substitute certificate to be
countersigned by the appropriate Transfer Agent and registered by the
appropriate Registrar; provided, that, in each such case, the applicant
for a substitute certificate shall furnish to the Corporation, or to
its Transfer Agents and Registrars, satisfactory evidence of the loss,
theft or destruction of such certificate and of the ownership thereof,
and also such security or indemnity as may be required by any of such
parties.
SECTION 5. Closing of Transfer Books and Fixing Record Date. For
------------------------------------------------
the purpose of determining shareholders entitled to notice of a
shareholders' meeting, to demand a special meeting, to vote at any
meeting of shareholders or any adjournment thereof, or to take any
other action, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper
purpose, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case
to be not more than seventy (70) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on which
the particular action, requiring such determination of shareholders is
to be taken.
ARTICLE VIII
MISCELLANEOUS
SECTION 1. Fiscal Year. The fiscal year of the Corporation shall
-----------
be the calendar year.
SECTION 2. Surety Bonds. Such officers or agents of the
------------
Corporation as the Board of Directors may direct, from time to time,
shall be bonded for the faithful performance of their duties, in such
amounts and by such surety companies as the Board of Directors may
determine. The premiums on such bonds shall be paid by the
Corporation, and the bonds so furnished shall be in the custody of the
Secretary.
SECTION 3. Signature of Negotiable Instruments. All bills,
-----------------------------------
notes, checks or other instruments for the payment of money shall be
signed or countersigned by such officers and in such manner as, from
time to time, may be prescribed by resolution (whether general or
special) of the Board of Directors.
<PAGE> 18
SECTION 4. Election of Certain Provisions of Georgia Business
--------------------------------------------------
Corporation Code. All requirements and provisions of Parts 2 and 3 of
- -----------------
Article 11 of the Georgia Business Corporation Code (such provisions
being the successor provisions to Articles 11 and 11A of the Georgia
Business Corporation Code as in effect prior to the 1989 revisions
thereto and recodification thereof), as may be in effect from time to
time, including any successor statutes, shall be applicable to any
"business combinations" (as respectively defined in Parts 2 and 3 of
Article 11) of the Corporation.
ARTICLE IX
AMENDMENTS
Subject to the provisions of the Georgia Business Corporation
Code, the Board of Directors shall have the power to alter, amend or
repeal these Bylaws or to adopt new bylaws, but any bylaws adopted by
the Board of Directors may be altered, amended or repealed, and new
bylaws adopted, by the shareholders. The shareholders may prescribe
that any bylaw or bylaws adopted by them shall not be altered, amended
or repealed by the Board of Directors. Action by the directors with
respect to the Bylaws shall be taken by an affirmative vote of a
majority of all of the directors then in office. Except as provided in
the Articles of Incorporation, action by the shareholders with respect
to the Bylaws shall be taken by an affirmative vote of a majority of
all shares then outstanding and entitled to elect directors.
<PAGE>1
EXHIBIT 10.8(iii)
AMENDMENT NO. 2
TO THE
GEORGIA-PACIFIC CORPORATION
1990 LONG-TERM INCENTIVE PLAN
WHEREAS, the Georgia-Pacific Corporation Long-Term Incentive Plan (the
"Plan") was adopted by the Board of Directors (the ``Board'') of Georgia-
Pacific Corporation (the "Company") as of March 9, 1990, and was approved by
the shareholders of the Company on May 7, 1990;
WHEREAS, Section 5.1 of the Plan authorizes the Board to amend the Plan in
any respect with certain limitations not here pertinent; and
WHEREAS, the Board desires to amend the Plan to authorize special vesting
in connection with voluntary early retirement incentive plans or programs which
may from time to time be offered to certain groups of employees of the Company;
NOW, THEREFORE, the Board hereby amends the Plan as follows:
1. Section 3.5(a)(i) is amended by deleting the present provision in its
entirety and by substituting the following provision in lieu thereof:
"(i) The date the Participant terminates employment with the
Company and its Subsidiaries after attaining age sixty-five (65),
for Good Reason or as a voluntary retirement pursuant to his/her
election under a voluntary early retirement incentive plan or
program offered to specified groups of Company employees (provided
that, in the case of retirement under a voluntary early retirement
incentive plan or program, the Participant meets and/or has complied
with all eligibility requirements of such plan or program including,
without limitation, the execution of any release of liability which
may be required under the plan or program);"
2. This amendment shall be effective from and after May 7, 1996. In
particular, but without limitation, it shall apply to terminations of employment
pursuant to any voluntary early retirement incentive plan or program announced
by the Company on or after May 7, 1996, and, to the extent provided in any such
plan or program, shall be retroactively applicable to any Participant who
terminated employment before May 7, 1996, but who under any such plan or program
is nonetheless given the opportunity to elect retirement under the plan or
program (and does, in fact, so elect) and who in connection with his/her prior
termination neither was otherwise specially vested under Section 3.5(a)(i) of
the Plan as then in effect nor received a cash payment equivalent to his/her
Plan benefits. Except as hereinabove and heretofore amended and modified, the
Plan, as originally adopted on March 9, 1990, shall remain in full force and
effect.
<PAGE> 1
EXHIBIT 11
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
STATEMENTS OF COMPUTATION OF PER SHARE EARNINGS (Unaudited)
(Millions, except per share amounts)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
-------------------
1996 1995
-------- --------
<S> <C> <C>
Income (Loss)
- -------------
Net income $ 50 $ 232
======== ========
Weighted Average Shares
- -----------------------
Common shares outstanding, net of
restricted stock 90.5 89.6
Add- shares assumed to be issued under
long-term incentive (restricted stock),
stock option and stock purchase
plans at the average market price .5 .8
-------- --------
Primary shares 91.0 90.4
-------- --------
Add- additional shares assumed to be issued
under long-term incentive (restricted
stock), stock option and stock purchase
plans at quarter end market price (if higher
than average market price) - .1
-------- --------
Fully diluted shares 91.0 90.5
======== ========
Income (Loss) Per Share
- -----------------------
Net income $ .55 $ 2.59
======== ========
Income (Loss) Per Share - Primary
- ---------------------------------
Net income $ .55 $ 2.57
======== ========
Income (Loss) Per Share - Fully Diluted
- ---------------------------------------
Net income $ .55 $ 2.56
======== ========
</TABLE>
A single presentation of income (loss) per share is made on the Statements of
Income because the effects of assuming issuance of common shares under long-term
incentive, stock option and stock purchase plans are either antidilutive or
insignificant.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GEORGIA-PACIFIC CORPORATION FOR THE THREE MONTHS ENDED
MARCH 31, 1996.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 12
<SECURITIES> 0
<RECEIVABLES> 937
<ALLOWANCES> 26
<INVENTORY> 1,458
<CURRENT-ASSETS> 2,556
<PP&E> 12,888
<DEPRECIATION> 6,716
<TOTAL-ASSETS> 12,402
<CURRENT-LIABILITIES> 1,967
<BONDS> 4,545
0
0
<COMMON> 73
<OTHER-SE> 3,461
<TOTAL-LIABILITY-AND-EQUITY> 12,402
<SALES> 3,049
<TOTAL-REVENUES> 3,049
<CGS> 2,279
<TOTAL-COSTS> 2,279
<OTHER-EXPENSES> 212
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 107
<INCOME-PRETAX> 90
<INCOME-TAX> 40
<INCOME-CONTINUING> 50
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50
<EPS-PRIMARY> .55
<EPS-DILUTED> .55
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GEORGIA-PACIFIC CORPORATION FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1995.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 974
<ALLOWANCES> 25
<INVENTORY> 1,446
<CURRENT-ASSETS> 2,595
<PP&E> 12,576
<DEPRECIATION> 6,563
<TOTAL-ASSETS> 12,335
<CURRENT-LIABILITIES> 1,762
<BONDS> 4,704
0
0
<COMMON> 73
<OTHER-SE> 3,446
<TOTAL-LIABILITY-AND-EQUITY> 12,335
<SALES> 14,292
<TOTAL-REVENUES> 14,292
<CGS> 9,873
<TOTAL-COSTS> 9,873
<OTHER-EXPENSES> 926
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 395
<INCOME-PRETAX> 1,697
<INCOME-TAX> 679
<INCOME-CONTINUING> 1,018
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,018
<EPS-PRIMARY> 11.18
<EPS-DILUTED> 11.18
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GEORGIA-PACIFIC CORPORATION FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1995.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 375
<SECURITIES> 0
<RECEIVABLES> 974
<ALLOWANCES> 31
<INVENTORY> 1,396
<CURRENT-ASSETS> 2,910
<PP&E> 12,214
<DEPRECIATION> 6,441
<TOTAL-ASSETS> 12,377
<CURRENT-LIABILITIES> 2,308
<BONDS> 4,268
0
0
<COMMON> 73
<OTHER-SE> 3,368
<TOTAL-LIABILITY-AND-EQUITY> 12,377
<SALES> 10,882
<TOTAL-REVENUES> 10,882
<CGS> 7,448
<TOTAL-COSTS> 7,448
<OTHER-EXPENSES> 694
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 299
<INCOME-PRETAX> 1,369
<INCOME-TAX> 548
<INCOME-CONTINUING> 821
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 821
<EPS-PRIMARY> 9.03
<EPS-DILUTED> 9.01
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GEORGIA-PACIFIC CORPORATION FOR THE SIX MONTHS ENDED
JUNE 30, 1995.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 22
<SECURITIES> 0
<RECEIVABLES> 1,034
<ALLOWANCES> 29
<INVENTORY> 1,262
<CURRENT-ASSETS> 2,456
<PP&E> 11,939
<DEPRECIATION> 6,311
<TOTAL-ASSETS> 11,470
<CURRENT-LIABILITIES> 2,139
<BONDS> 4,224
0
0
<COMMON> 72
<OTHER-SE> 3,014
<TOTAL-LIABILITY-AND-EQUITY> 11,470
<SALES> 7,177
<TOTAL-REVENUES> 7,177
<CGS> 4,973
<TOTAL-COSTS> 4,973
<OTHER-EXPENSES> 457
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 205
<INCOME-PRETAX> 829
<INCOME-TAX> 332
<INCOME-CONTINUING> 497
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 497
<EPS-PRIMARY> 5.49
<EPS-DILUTED> 5.47
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GEORGIA-PACIFIC CORPORATION FOR THE THREE MONTHS ENDED
MARCH 31, 1995.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 14
<SECURITIES> 0
<RECEIVABLES> 763
<ALLOWANCES> 29
<INVENTORY> 1,300
<CURRENT-ASSETS> 2,219
<PP&E> 11,696
<DEPRECIATION> 6,171
<TOTAL-ASSETS> 11,138
<CURRENT-LIABILITIES> 2,554
<BONDS> 3,715
0
0
<COMMON> 72
<OTHER-SE> 2,773
<TOTAL-LIABILITY-AND-EQUITY> 11,138
<SALES> 3,477
<TOTAL-REVENUES> 3,477
<CGS> 2,400
<TOTAL-COSTS> 2,400
<OTHER-EXPENSES> 230
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 105
<INCOME-PRETAX> 392
<INCOME-TAX> 160
<INCOME-CONTINUING> 232
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 232
<EPS-PRIMARY> 2.57
<EPS-DILUTED> 2.56
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GEORGIA-PACIFIC CORPORATION FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1994.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 53
<SECURITIES> 0
<RECEIVABLES> 580
<ALLOWANCES> 28
<INVENTORY> 1,209
<CURRENT-ASSETS> 1,984
<PP&E> 11,500
<DEPRECIATION> 6,012
<TOTAL-ASSETS> 10,864
<CURRENT-LIABILITIES> 2,325
<BONDS> 3,904
0
0
<COMMON> 72
<OTHER-SE> 2,548
<TOTAL-LIABILITY-AND-EQUITY> 10,864
<SALES> 12,738
<TOTAL-REVENUES> 12,738
<CGS> 9,620
<TOTAL-COSTS> 9,620
<OTHER-EXPENSES> 913
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 453
<INCOME-PRETAX> 572
<INCOME-TAX> 246
<INCOME-CONTINUING> 326
<DISCONTINUED> 0
<EXTRAORDINARY> (11)
<CHANGES> (5)
<NET-INCOME> 310
<EPS-PRIMARY> 3.45
<EPS-DILUTED> 3.45
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GEORGIA-PACIFIC CORPORATION FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1994.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 20
<SECURITIES> 0
<RECEIVABLES> 625
<ALLOWANCES> 31
<INVENTORY> 1,175
<CURRENT-ASSETS> 1,970
<PP&E> 11,307
<DEPRECIATION> 5,915
<TOTAL-ASSETS> 10,757
<CURRENT-LIABILITIES> 2,377
<BONDS> 3,910
0
0
<COMMON> 72
<OTHER-SE> 2,391
<TOTAL-LIABILITY-AND-EQUITY> 10,757
<SALES> 9,396
<TOTAL-REVENUES> 9,396
<CGS> 7,246
<TOTAL-COSTS> 7,246
<OTHER-EXPENSES> 675
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 344
<INCOME-PRETAX> 282
<INCOME-TAX> 125
<INCOME-CONTINUING> 157
<DISCONTINUED> 0
<EXTRAORDINARY> 11
<CHANGES> 5
<NET-INCOME> 141
<EPS-PRIMARY> 9.03
<EPS-DILUTED> 9.01
</TABLE>
<PAGE> 1
EXHIBIT 99
GEORGIA-PACIFIC [Georgia-Pacific Logo]
133 Peachtree Street Northeast
Atlanta, Georgia 30303
(404) 652-4000
NEWS FROM GEORGIA-PACIFIC
================================================================================
Release No. C-1330
Contact: Sheila Weidman
(404) 652-4732
Ken Haldin
(404) 652-6098
May 7, 1996
GEORGIA-PACIFIC'S CHAIRMAN ANNOUNCES COST REDUCTION TARGET
----------------------------------------------------------
AT SHAREHOLDERS' MEETING; BOARD DECLARES DIVIDEND
-------------------------------------------------
AUGUSTA, Ga. -- At today's annual meeting of shareholders, Georgia-Pacific
Corp.'s Chairman and CEO A.D. "Pete" Correll told shareholders that the
company has set a goal of improving its annual pretax earnings by approximately
$400 million with a three-year effort to reduce overhead costs and improve
efficiencies throughout the company.
The company announced a voluntary early retirement program, effective May
20 to July 8, 1996, for salaried employees who are at least 55 years old and
have 10 years of service or who have reached age 65. This program will not be
offered to officers, nonsupervisory employees eligible for salaried benefits
who work directly in the manufacture or delivery of company products or
maintenance of equipment, or employees of the company's Distribution Division,
its Hattiesburg, Miss., machinery operation, and Buchanan, N.Y., and
Wilmington, Del., gypsum plants.
During 1996 and 1997, Georgia-Pacific also plans to eliminate work and
related salaried positions, and substantially reduce other administrative and
overhead costs. Georgia-Pacific expects to record a charge to its second
quarter earnings for certain costs of these retirement, position elimination
and cost reduction measures.
-more-
<PAGE> 2
-2-
"We are committed to operating a low-cost business and to creating value
for our shareholders," Correll said. "We believe the goal we have set is
achievable. During 1995 and 1996 we will have invested more than $2 billion
to improve our manufacturing processes and make our operations among the most
efficient in our industry. We also have expanded production capacity in
several important product lines such as recycled containerboard, oriented
strand board, tissue, lumber and particleboard," he said. "In addition, we
have committed substantial investments to re-engineer our building products
Distribution Division and to install the information systems that we need to
operate more efficiently. When completed, these investments will generate
significant efficiencies and cost savings throughout our businesses.
"In the meantime, we must begin by reducing other costs. The program
announced today will begin a three-year process to lower our overhead costs,
secure efficiency improvements and make Georgia-Pacific a stronger company
that is better equipped to compete in today's global market. We expect to
see the first meaningful results during 1997," Correll concluded.
In other action, Georgia-Pacific's board of directors, meeting in
conjunction with the company's shareholders meeting, declared a regular
quarterly dividend of 50 cents per share payable June 13, 1996 to
shareholders of record May 24, 1996.
-0-
Except for the historical information contained herein, the foregoing
statements are forward-looking statements, the accuracy of which is
subject to a number of risks and assumptions. Among the key factors
that could cause actual results to differ materially are the following:
continuation of present business conditions, the acceptance of voluntary
retirement by a significant percentage of eligible employees, the
ability of Georgia-Pacific managers to eliminate many functions and
associated positions that currently are part of the company's overhead,
and the realization of projected savings from numerous investments in
systems, operations and cost reduction programs.
