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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GEORGIA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
GEORGIA 93-0432081
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
(Address of Principal Executive Offices)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which each
to be so registered class is to be registered
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Georgia-Pacific Corporation-Timber New York Stock Exchange
Group Common Stock, $.80 par value
(When Issued and Regular Way)
Timber Group Rights to Purchase Series C New York Stock Exchange
Junior Preferred Stock, no par value
(When Issued and Regular Way)
Georgia-Pacific Corporation- New York Stock Exchange
Georgia-Pacific Group Common Stock,
$.80 par value
(When Issued and Regular Way)
Georgia-Pacific Group Rights to Purchase New York Stock Exchange
Series B Junior Preferred Stock,
no par value
(When Issued and Regular Way)
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If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box: [x]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box: [ ]
Securities Act registration statement file number to which this
form relates: 333-35813
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a description of the Georgia-Pacific Corporation -- Georgia-
Pacific Group Common Stock (the "Georgia-Pacific Group Stock"), the Georgia-
Pacific Corporation -- Timber Group Common Stock (the "Timber Stock"), the
Georgia-Pacific Group Rights and the Timber Group Rights to be registered
hereunder, reference is made to the information set forth under the headings
"Proposal 1 -- The Letter Stock Proposal -- Description of Georgia-Pacific Group
Stock and Timber Stock," "-- Restated Rights Agreement" and "-- Certain Anti-
takeover Provisions of Georgia Law and Georgia-Pacific's Articles, Bylaws and
Restated Rights Agreement" on pages 43 through 60 of the Proxy Statement and
Prospectus filed with the Securities and Exchange Commission on November 7,
1997 as part of the Registration Statement on Form S-4 (File No. 333-35813) (the
"Proxy Statement and Prospectus"). A copy of those pages of the Proxy Statement
and Prospectus is attached hereto as Exhibit 1.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION
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1 Pages 43 through 60 of the Proxy Statement and
Prospectus.
2 Form of Restated Articles of Incorporation of the
Company (Filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (file
No. 333-35813), and incorporated herein by this
reference thereto).
3 Bylaws of the Company.
4 Form of Georgia-Pacific Group Stock Certificate.
5 Form of Timber Group Stock Certificate.
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EXHIBIT NO. DESCRIPTION
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6 Credit Agreement, dated as of December 23, 1996,
among Georgia-Pacific Corporation, as borrower, the
lenders named therein, and Bank of America National
Trust and Savings Association, as agent (Filed as
Exhibit 4.1(i) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, and
incorporated herein by this reference thereto).
7 In reliance upon Item 601(b)(4)(iii) of Regulation
S-K, various instruments defining the rights of
holders of long-term debt of the Company are not
being filed herewith because the total of securities
authorized under each such instrument does not exceed
10% of the total assets of the Company. The Company
hereby agrees to furnish a copy of any such
instrument to the Commission upon request.
8 Restated Rights Agreement, dated as of
December 16, 1997, between Georgia-Pacific
Corporation and First Chicago Trust Company of New
York, with Form of Georgia-Pacific Group Rights
Certificate attached as Exhibit A-1, Form of Timber
Group Rights Certificate attached as Exhibit A-2,
Series B Preferred Stock Designation attached as
Exhibit B-1 and Series C Preferred Stock Designation
attached as Exhibit B-2.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
GEORGIA-PACIFIC CORPORATION
By: /s/ James F. Kelley
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James F. Kelley, Senior Vice
President - Law and General Counsel
Dated: November 25, 1997
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DESCRIPTION OF GEORGIA-PACIFIC GROUP STOCK AND TIMBER STOCK
The following description is qualified in its entirety by reference to
Annex I to this Proxy Statement, which contains the full text of the Restated
Articles. As required by Georgia law, the Restated Articles contained in Annex
I identify all amendments to be made to the Articles in connection with the
proposals set forth in the Notice of Special Meeting of Shareholders and the
transactions contemplated hereby. See also Annex II to this Proxy Statement
for illustrations of certain provisions of the Letter Stock Proposal.
GENERAL. The Articles currently provide that the maximum number of shares of
capital stock of the Company authorized to be outstanding at any one time
consists of three classes, one of 10 million shares of Preferred Stock,
without par value, one of 25 million shares of Junior Preferred Stock, without
par value, and one of 150 million shares of Existing Common Stock, $.80 par
value per share. There are 5 million shares of Junior Preferred Stock
designated as Series A Junior Preferred Stock, none of which are outstanding.
As of November 5, 1997, 92,607,677 shares of Existing Common Stock were issued
and outstanding and no shares of Preferred Stock or Junior Preferred Stock
were issued and outstanding.
If the Letter Stock Proposal is adopted by the shareholders and implemented
by the Board, the Articles will be amended (i) to designate the Timber Stock
as a new class of common stock, consisting of 250 million authorized shares,
(ii) to redesignate each authorized share of Existing Common Stock as, and
convert each such share into, one share of Georgia-Pacific Group Stock, (iii)
to increase the number of shares of Georgia-Pacific Group Stock authorized for
issuance from 150 million shares to 400 million shares and (iv) to delete or
amend certain provisions of the Articles which are inconsistent with the
Letter Stock Proposal as described below. Pursuant to the Letter Stock
Proposal, the Board will also authorize a distribution and distribute Timber
Stock to the shareholders on the basis of one share of Timber Stock for each
share of Georgia-Pacific Group Stock outstanding on the Effective Date.
In addition to the amendments to the Articles in connection with the Letter
Stock Proposal, following the adoption of the Letter Stock Proposal, the
Articles will be further amended by resolution of the Board (i) to reduce the
number of authorized shares of Series A Junior Preferred Stock to zero, (ii)
to designate 5 million shares of Junior Preferred Stock as "Series B Junior
Preferred Stock," without par value per share (the "Series B Junior Preferred
Stock") and (iii) to designate 5 million shares of Junior Preferred Stock as
"Series C Junior Preferred Stock," without par value per share (the "Series C
Junior Preferred Stock"). These amendments relating to the Junior Preferred
Stock will be necessary as a result of the Letter Stock Proposal and its
effect on the Rights Agreement. See "--Restated Rights Agreement."
VOTING RIGHTS. Currently, holders of Existing Common Stock have one vote per
share on all matters submitted to shareholders. In addition, holders of any
series of Preferred Stock or Junior Preferred Stock would have the right to
vote as a separate voting group under the Georgia Business Code and under the
Restated Articles in certain circumstances. The Restated Articles will provide
that the holders of all classes of Common Stock and any series of Preferred
Stock and Junior Preferred Stock outstanding at the time of such vote and
entitled to vote together with the holders of Common Stock will vote together
as a single voting group on all matters as to which common shareholders
generally are entitled to vote other than a matter with respect to which the
Common Stock or either class thereof or any series of Preferred Stock or
Junior Preferred Stock would be entitled to vote as a separate voting group.
On all matters as to which all classes of Common Stock will vote together as a
single voting group, (i) each outstanding share of Georgia-Pacific Group Stock
will have one vote, and (ii) each outstanding share of Timber Stock will have
a number of votes (including a fraction of one vote) equal to the quotient
(rounded to the nearest three decimal places) of (A) the sum of (1) four times
X over the five-Trading Day period ending on the 10th Trading Day prior to the
record date for determining the holders of Common Stock entitled to vote, (2)
three times X over the next preceding five-Trading Day period, (3) two times X
over the next preceding five-Trading Day period and (4) X over the next
preceding five-Trading Day period, divided by (B) the sum of (1) four times Y
over the five-Trading Day period ending on such 10th Trading Day, (2) three
times Y over the next preceding five-Trading Day period, (3) two times Y over
the next preceding five-Trading Day period and (4) Y over the next preceding
five-Trading Day period, where X is the average Market
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Value of a share of Timber Stock and Y is the average Market Value of a share
of Georgia-Pacific Group Stock. If shares of only one class of Common Stock
are outstanding, each share of that class shall be entitled to one vote. If
any class of Common Stock is entitled to vote as a separate voting group with
respect to any matter, each share of that class shall, for purposes of such
vote, be entitled to one vote on such matter. It is expected that initially
Georgia-Pacific Group Stock will have a substantial majority of the voting
power of the Company because the aggregate market value of the outstanding
shares of Georgia-Pacific Group Stock is expected initially to be
substantially greater than the aggregate market value of the outstanding
shares of Timber Stock.
If the Letter Stock Proposal is approved by the shareholders and implemented
by the Board, the Company will set forth the number of outstanding shares of
Georgia-Pacific Group Stock and Timber Stock in its Annual and Quarterly
Reports filed pursuant to the Exchange Act, and will disclose in any proxy
statement for a shareholder meeting the number of outstanding shares and per
share voting rights of the Georgia-Pacific Group Stock and the Timber Stock.
The relative per share voting rights of the Georgia-Pacific Group Stock and
the Timber Stock will fluctuate as described above depending upon changes in
the relative Market Values of shares of such classes of Common Stock. The
provision providing for a variable vote per share of Timber Stock is
disadvantageous to the holders of Georgia-Pacific Group Stock or Timber Stock
to the extent that the Market Value of such class of Common Stock decreases
relative to the other, and is advantageous to the holders of Georgia-Pacific
Group Stock or Timber Stock to the extent the Market Value of such class of
Common Stock increases relative to the other. Fluctuations in the relative
voting rights of the Georgia-Pacific Group Stock and the Timber Stock could
influence an investor interested in acquiring and maintaining a fixed
percentage of the voting power of the Company to acquire such percentage of
both classes of Common Stock, and would limit the ability of investors in one
class to acquire for the same consideration relatively more or less votes per
share than investors in the other class.
Following implementation of the Letter Stock Proposal, under the Georgia
Business Code the holders of Georgia-Pacific Group Stock and Timber Stock will
vote together as a single voting group, except as to certain amendments to the
Restated Articles affecting, among other things, the designation, rights,
preferences or limitations of a class of Common Stock or in connection with
mergers and statutory share exchanges involving such amendments, in which case
a separate vote by the holders of the particular class affected would also be
required. Accordingly, if a separate vote on a matter by the holders of either
Georgia-Pacific Group Stock or Timber Stock is not required under the Georgia
Business Code or by stock exchange rules, and if the Board does not require a
separate vote, the class, if any that is entitled to more than the number of
votes required to approve such matter will be in a position to control the
outcome of such vote even if the matter involves a divergence or conflict of
the interests of the holders of the Georgia-Pacific Group Stock and the Timber
Stock. Conversely, if a separate vote of the holders of either Georgia-Pacific
Group Stock or Timber Stock is required, the holders of Georgia-Pacific Stock
or Timber Stock could prevent approval of such matter even if the holders of a
majority of the total number of votes entitled to be cast with respect to both
Georgia-Pacific Group Stock and Timber Stock voting as a group were to vote in
favor of it. Under the Georgia Business Code and the Restated Articles,
approval of amendments to the Restated Articles will require the approval of
the holders of a majority of the votes entitled to be cast on the matter by
each voting group. Most other matters (other than the election of directors
who are elected by a plurality of the votes cast) will be approved if the
votes cast within the group favoring the action exceed the votes cast opposing
the action. The Restated Articles, however, will require the affirmative vote
of at least 75% of the voting power of the outstanding capital stock of the
Company entitled to vote generally in the election of directors, voting as a
single voting group, in order to approve certain amendments to the Bylaws and
the Restated Articles. See "--Certain Anti-Takeover Provisions of Georgia Law
and Georgia-Pacific's Articles, Bylaws and Restated Rights Agreement" and
"Risk Factors--Limited Separate Shareholder Voting Rights; Effects on Voting
Power."
The Restated Articles will reserve to the Board the right to condition the
submission of a particular matter on receipt of a separate vote of the holders
of outstanding shares of Georgia-Pacific Group Stock or Timber
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Stock. At present, the Board has no intention of imposing a separate vote
requirement on any matter to be voted on in the foreseeable future.
DIVIDENDS. Dividends or other distributions on the Georgia-Pacific Group
Stock and the Timber Stock will be subject to substantially the same
limitations as dividends or other distributions on the Existing Common Stock.
Under the Georgia Business Code, dividends or other distributions are limited
to legally available assets of the Company and subject to the prior payment of
dividends or other distributions on any outstanding shares of Preferred Stock
and Junior Preferred Stock. Under the Georgia Business Code, no dividends or
other distributions may be made to shareholders if, after giving effect to
such dividends or other distributions, (i) the Company would not be able to
pay its debts as they become due in the usual course of business or (ii) the
Company's total assets would be less than its total liabilities plus, subject
to certain exceptions, any amounts necessary to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights are superior
to those of the shareholders receiving the dividend or other distribution.
Currently, there are no outstanding shares of Preferred Stock or Junior
Preferred Stock and accordingly, there are no preferential rights held by
shareholders that are superior to the rights of holders of Common Stock. At
the Effective Date, it is not anticipated that there will be any shareholders
with any such preferential rights.
Dividends or other distributions on the Georgia-Pacific Group Stock and the
Timber Stock will be further limited by the Restated Articles to an amount not
in excess of the Georgia-Pacific Group Available Dividend Amount and the
Timber Group Available Dividend Amount, respectively. The "Georgia-Pacific
Group Available Dividend Amount" or the "Timber Group Available Dividend
Amount," on any date, means any amount in excess of the minimum amount
necessary for the Georgia-Pacific Group or the Timber Group, respectively, to
be able to pay its debts as they become due in the usual course of business
(such amount with respect to a Group being referred to as an "Available
Dividend Amount"), as determined by the Board of Directors exercising its
business judgment based on the facts and circumstances then existing. This
limitation will be applied to each Group as if such Group was a stand-alone
company. Unlike the statutory limitations applicable to the Company set forth
above, the Available Dividend Amount does not require a Group to satisfy the
balance sheet limitation set forth in clause (ii) of the preceding paragraph.
The Georgia Business Code limits the amount of dividends or other
distributions on capital stock to the legally available assets of the Company,
which are determined on the basis of the entire Company, and not just the
respective Groups. Consequently, the amount of legally available assets will
reflect the amount of any net losses of either Group, any dividends or other
distributions on Georgia-Pacific Group Stock or Timber Stock or any Preferred
Stock or Junior Preferred Stock and any repurchases of Georgia-Pacific Group
Stock or Timber Stock or certain Preferred Stock or Junior Preferred Stock.
Dividend or other distribution payments on the Georgia-Pacific Group Stock and
on the Timber Stock could be precluded because of the unavailability of
legally available assets under the Georgia Business Code, even though there
may exist an Available Dividend Amount with respect to the relevant Group.
There can be no assurance that an Available Dividend Amount will exist with
respect to either Group.
Subject to the prior payment of distributions on any outstanding shares of
Preferred Stock and Junior Preferred Stock and the foregoing limitations, the
Board will be able, in its sole discretion, to declare and pay dividends or
other distributions exclusively on the Georgia-Pacific Group Stock,
exclusively on the Timber Stock or on both, in equal or unequal amounts,
notwithstanding the amount of dividends or other distributions previously
declared on each class, the respective voting or liquidation rights of each
class or any other factor.
CONVERSION AND REDEMPTION. The Articles currently do not provide for either
mandatory or optional conversion or redemption of the Existing Common Stock.
The Letter Stock Proposal will permit the conversion and redemption of the
Georgia-Pacific Group Stock and the Timber Stock upon the terms described
below.
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For information concerning the definitions of "Convertible Securities,"
"Fair Value," "Market Capitalization," "Market Value," "Market Value Ratio of
the Converted Stock to the Consideration Stock," "Publicly Traded" and
"Trading Days" as used below, see "Index of Defined Terms."
Mandatory Dividend on or Redemption or Conversion of Common Stock. Upon the
sale, transfer, assignment or other disposition (whether by merger,
consolidation, sale or contribution of assets or stock or otherwise), in one
transaction or a series of related transactions (a "Disposition"), by the
Company of all or substantially all of the properties and assets of either
Group to one or more persons or entities (other than (w) the Disposition by
the Company of all or substantially all of the Company's properties and assets
in one transaction or a series of related transactions in connection with the
liquidation, dissolution or termination of the Company and the distribution of
assets to shareholders, (x) on a pro rata basis to the holders of all
outstanding shares of the class of Common Stock relating to such Group, (y) to
any person or entity controlled by the Company (as determined by the Board) or
(z) in connection with a Related Business Transaction), the Company is
required, on or prior to the 85th Trading Day following the consummation of
such Disposition, to either:
(1) provided that there are assets of the Company legally available
therefor:
(i) subject to the limitations described above in the second paragraph
under "--Dividends," declare and pay a dividend or other distribution in
cash and/or securities (other than Common Stock) or other property to the
holders of outstanding shares of the class of Common Stock relating to the
Group subject to such Disposition having a Fair Value as of the date of
such consummation equal in the aggregate to the Fair Value of the Net
Proceeds of such Disposition as of the date of such consummation; or
(ii) (A) if such Disposition involves all (not merely substantially all)
of the properties and assets of such Group, redeem all outstanding shares
of Common Stock relating to the Group subject to such Disposition in
exchange for cash and/or securities (other than Common Stock) or other
property having a Fair Value as of the date of such consummation in the
aggregate equal to the Fair Value of the Net Proceeds of such Disposition
as of the date of such consummation; or
(B) if such Disposition involves substantially all (but not all) of
the properties and assets of such Group, redeem such number of whole shares
of the class of Common Stock relating to the Group subject to such
Disposition (but in any event not more than the number of shares of such
class of Common Stock outstanding) as have in the aggregate an average
Market Value, during the 10-Trading Day period beginning on the 16th
Trading Day immediately succeeding such consummation closest to the Fair
Value of the Net Proceeds of such Disposition as of the date of such
consummation, in consideration for cash and/or securities (other than
Common Stock) or other property having a Fair Value in the aggregate equal
to such Fair Value of the Net Proceeds of such Disposition as of the date
of such consummation;
provided, however, that the Company may only redeem shares of a class of
Common Stock pursuant to this paragraph (ii) if the Fair Value of the Net
Proceeds to be paid in redemption of such class is less than or equal to
the Available Dividend Amount with respect to the Group subject to such
Disposition; or
(2) convert each outstanding share of the class of Common Stock relating to
the Group subject to such Disposition into a number of fully paid and
nonassessable shares of the class of Common Stock relating to the other Group
(or, if the Common Stock relating to the other Group is not Publicly Traded at
such time and shares of another class or series of common stock of the Company
(other than of the class of Common Stock relating to the Group subject to such
Disposition) are then Publicly Traded, of such other class or series of common
stock as has the largest Market Capitalization as of the close of business on
the Trading Day immediately preceding the date of the notice of such
conversion mailed to holders), equal to 110% of the ratio (rounded to the
nearest five decimal places) of the average Market Value of one share of the
class of Common Stock relating to the Group subject to such Disposition to the
average Market Value of one share of the class of Common Stock
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relating to the other Group (or such other class or series of common stock, as
the case may be), during the 10-Trading Day period beginning on the 16th
Trading Day following such consummation.
For purposes of the foregoing, "substantially all of the properties and
assets" of either Group means a portion of such properties and assets (i) that
represents at least 80% of the then Fair Value of the properties and assets of
such Group or (ii) from which were derived at least 80% of the aggregate
revenues for the immediately preceding 12 fiscal quarterly periods derived
from the properties and assets of such Group.
The Board may, within one year after a dividend or other distribution or
redemption following a Disposition by a Group of its properties or assets,
convert each outstanding share of the class of Common Stock relating to the
Group subject to such Disposition into a number of fully paid and
nonassessable shares of the class of Common Stock relating to the other Group
(or, if the class of Common Stock relating to the other Group is not Publicly
Traded at such time and shares of any class or series of Common Stock of the
Company (other than of the class of Common Stock relating to the Group subject
to such Disposition) are then Publicly Traded, of such other class or series
of common stock as has the largest Market Capitalization as of the close of
business on the Trading Day immediately preceding the date of the notice of
such conversion mailed to holders) equal to 110% of the Market Value Ratio of
the Converted Stock to the Consideration Stock as of the fifth Trading Day
prior to the date of the notice of such conversion mailed to such holders.
Any such conversion would dilute the interest in the Company of holders of
the class of Common Stock relating to the Group not subject to the Disposition
and would preclude holders of both classes of Common Stock from retaining
their investment in a security reflecting separately the business of their
respective Group. In determining whether to effect any such conversion
following such a dividend or other distribution or partial redemption, the
Board, in its sole discretion and consistent with its fiduciary duties, in
addition to other matters, would likely consider whether the remaining
properties and assets of the Group subject to the Disposition continue to
constitute a viable business. Other considerations could include the number of
shares of Common Stock relating to such Group remaining issued and outstanding
and the per share market price of such Common Stock.
A "Related Business Transaction" means any Disposition of all or
substantially all of the properties and assets of either Group in a
transaction or series of related transactions that result in the Company
receiving in consideration of such properties and assets primarily equity
securities (including, without limitation, capital stock, debt securities
convertible into or exchangeable for equity securities or interests in a
general or limited partnership or limited liability company, without regard to
the voting power or other management or governance rights associated
therewith) of any entity which (i) acquires such properties or assets or
succeeds (by merger, formation of a joint venture or otherwise) to the
business conducted with such properties or assets or controls such acquiror or
successor and (ii) is primarily engaged or proposes to engage primarily in one
or more businesses similar or complementary to the businesses conducted by
such Group prior to such Disposition, as determined by the Board. The purpose
of the Related Business Transaction exception is to enable the Company
technically to "dispose" of properties or assets of a Group to other entities
engaged or proposing to engage in businesses similar or complementary to those
of the class of Common Stock of such Group without resulting in a dividend or
other distribution on, or a conversion or redemption of, the class of Common
Stock of such Group.
The "Net Proceeds" of a Disposition of any of the properties and assets of
either Group means, as of any date, an amount, if any, equal to what remains
of the gross proceeds of such Disposition after any payment of, or reasonable
provision is made as determined by the Board for, (a) any taxes payable by the
Company (or which would have been payable but for the use of tax benefits
attributable to the other Group) in respect of such Disposition or in respect
of any resulting dividend or other distribution or redemption, (b) any
transaction costs, including, without limitation, any legal, investment
banking and accounting fees and expenses and (c) any liabilities (contingent
or otherwise) of or attributed to such Group, including, without limitation,
any liabilities for deferred taxes or any indemnity or guarantee obligations
of the Company incurred in connection with the Disposition or otherwise and
any liabilities for future purchase price adjustments and any preferential
amounts plus any accumulated and unpaid dividend or other distributions in
respect of the Preferred Stock or Junior Preferred Stock allocated to such
Group.
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The Company may elect to pay the dividend or other distribution or
redemption price referred to in clause (1)(i) or (1)(ii) of the sixth
preceding paragraph above either in the same form as the proceeds of the
Disposition were received or in any other combination of cash, securities
(other than Common Stock) or other property that the Board or, in the case of
equity securities or debt securities that have not been Publicly Traded for a
period of at least 15 months, an independent investment banking firm,
determines will have an aggregate Market Value of not less than the amount of
the Fair Value of the Net Proceeds.
For illustrations of the calculations related to the mandatory dividend or
other distribution on or redemption or conversion of Common Stock upon the
Disposition of all or substantially all of the properties and assets of the
Georgia-Pacific Group or the Timber Group and the possible subsequent
conversion of any remaining Common Stock, see Annex II--"Illustrations of
Certain Provisions of the Restated Articles".
Conversion of Common Stock at Option of the Company. The Board may at any
time convert each outstanding share of (i) Georgia-Pacific Group Stock into a
number of fully paid and nonassessable shares of Timber Stock or (ii) Timber
Stock into a number of fully paid and nonassessable shares of Georgia-Pacific
Group Stock (or, if Timber Stock or Georgia-Pacific Group Stock, as the case
may be, is not Publicly Traded at such time and shares of another class or
series of common stock of the Company (other than Timber Stock or Georgia-
Pacific Group Stock, respectively) are then Publicly Traded, of such other
class or series of common stock of the Company as has the largest Market
Capitalization as of the close of business on the Trading Day immediately
preceding the date of the notice of such conversion mailed to holders), equal
to 115% of the Market Value Ratio of the Converted Stock to the Consideration
Stock as of the fifth Trading Day prior to the date of the notice of such
conversion mailed to such holders.
The foregoing provisions allow the Company the flexibility to recapitalize
the Common Stock into one class of Common Stock that would, after such
recapitalization, represent an equity interest in all of the Company's
businesses. The optional conversion could be exercised at any time in the
future if the Board determines that, under the facts and circumstances then
existing, an equity structure consisting of separated classes of common stock
intended to reflect separately the performance of the Company's manufacturing
business and the timber business is no longer in the best interests of all of
the Company's shareholders. Such conversion may be exercised, however, at a
time that is disadvantageous to the holders of one or both of the classes of
Common Stock. See "Risk Factors--Fiduciary Duties of the Board; No Definitive
Precedent under Georgia Law" and "--Potential Conflicting Interests."
For an illustration of the calculation of the number of shares of one class
of Common Stock converted into shares of the other class of Common Stock at
the option of the Company, see Annex II--"Illustrations of Certain Provisions
of the Restated Articles."
Redemption in Exchange for Stock of Subsidiary. At any time at which all of
the assets and liabilities of the Georgia-Pacific Group (and no other assets
or liabilities of the Company or any subsidiary thereof) are held directly or
indirectly by one or more wholly owned subsidiaries of the Company (the
"Georgia-Pacific Group Subsidiaries"), the Board may, provided that there are
assets of the Company legally available therefor, redeem all of the
outstanding shares of Georgia-Pacific Group Stock for all of the outstanding
shares of the common stock of the Georgia-Pacific Group Subsidiaries equal to
the number of shares of the Georgia-Pacific Group Subsidiaries to be
outstanding immediately following such redemption.
At any time at which all of the assets and liabilities of the Timber Group
(and no other assets or liabilities of the Company or any subsidiary thereof)
are held directly or indirectly by one or more wholly-owned subsidiaries of
the Company (the "Timber Group Subsidiaries"), the Board may, provided that
there are assets of the Company legally available therefor, redeem all of the
outstanding shares of Timber Stock for a number of shares of common stock of
the Timber Group Subsidiaries equal to the number of shares of the Timber
Group Subsidiaries to be outstanding immediately following such redemption.
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These provisions are intended to give the Company increased flexibility with
respect to spinning-off the assets of one of the Groups by transferring the
assets of such Group to one or more wholly-owned subsidiaries and redeeming
the shares of Common Stock related to such Group in exchange for stock of such
subsidiary or subsidiaries. As a result of any such redemption, holders of
each class of Common Stock would hold securities of separate legal entities
operating in distinct lines of business. Such a redemption could be authorized
by the Board at any time in the future if it determines that, under the facts
and circumstances then existing, an equity structure comprised of the Georgia-
Pacific Group Stock and the Timber Stock is no longer in the best interests of
all of the Company's shareholders.
General Conversion and Redemption Provisions. Not later than the 10th
Trading Day following the consummation of a Disposition referred to above
under "--Mandatory Dividend on or Redemption or Conversion of Common Stock,"
the Company will announce publicly by press release (i) the estimated Net
Proceeds of such Disposition, (ii) the number of shares outstanding of the
class of Common Stock relating to the Group subject to such Disposition and
(iii) the number of shares of such Common Stock into or for which Convertible
Securities are then convertible, exchangeable or exercisable and the
conversion, exchange or exercise price thereof. Not earlier than the 26th
Trading Day and not later than the 30th Trading Day following the consummation
of such Disposition, the Company will announce publicly by press release which
of the actions specified in clause (1)(i), (1)(ii)(A), (1)(ii)(B) or (2) of
the first paragraph under "--Mandatory Dividend on or Redemption or Conversion
of Common Stock" it has irrevocably determined to take.
If the Company determines to pay a dividend or other distribution as
described in clause (1)(i) of such paragraph, the Company is required, not
later than the 30th Trading Day following the consummation of such
Disposition, to cause to be given to each holder of shares of the class of
Common Stock relating to the Group subject to such Disposition and to each
holder of Convertible Securities convertible into or exchangeable or
exercisable for shares of such Common Stock (unless alternate provision for
notice to the holders of such Convertible Securities is made pursuant to the
terms of such Convertible Securities), a notice setting forth (i) the record
date for determining holders entitled to receive such dividend or other
distribution, which shall be not earlier than the 40th Trading Day and not
later than the 50th Trading Day following the consummation of such
Disposition, (ii) the anticipated payment date of such dividend or other
distribution (which will not be more than 85 Trading Days following the
consummation of such Disposition), (iii) the type of property to be paid as
such dividend or other distribution in respect of outstanding shares of such
Common Stock, (iv) the Net Proceeds of such Disposition, (v) the number of
outstanding shares of such Common Stock and the number of shares of such
Common Stock into or for which outstanding Convertible Securities are then
convertible, exchangeable or exercisable and the conversion, exchange or
exercise price thereof and (vi) in the case of notice to be given to holders
of Convertible Securities, a statement to the effect that a holder of such
Convertible Securities will be entitled to receive such dividend or other
distribution only if such holder properly converts, exchanges or exercises
such Convertible Securities on or prior to the record date referred to in
clause (i) of this sentence. Such notice will be sent by first-class mail,
postage prepaid, to each such holder at such holder's address as the same
appears on the transfer books of the Company.
If the Company determines to undertake a redemption pursuant to clause
(1)(ii)(A) of the first paragraph under "--Mandatory Dividend on or Redemption
or Conversion of Common Stock," the Company is required, not earlier than the
35th Trading Day and not later than the 45th Trading Day prior to the
redemption date, to cause to be given to each holder of shares of the class of
Common Stock subject to the Disposition referred to in such paragraph, and to
each holder of Convertible Securities convertible into or exchangeable or
exercisable for shares of such Common Stock (unless alternate provision for
such notice to the holders of such Convertible Securities is made pursuant to
the terms of such Convertible Securities) a notice setting forth (i) a
statement that all shares of such Common Stock outstanding on the redemption
date will be redeemed, (ii) the redemption date (which will not be more than
85 Trading Days following the consummation of such Disposition), (iii) the
type of property in which the redemption price for the shares to be redeemed
is to be paid, (iv) the Net Proceeds of such Disposition, (v) the place or
places where certificates for shares of such Common Stock, properly endorsed
or assigned for transfer (unless the Company waives such requirement) are to
be surrendered for delivery of cash
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and/or securities or other property, (vi) the number of outstanding shares of
such Common Stock and the number of shares of such class of Common Stock into
or for which outstanding Convertible Securities are then convertible,
exchangeable or exercisable and the conversion, exchange or exercise price
thereof, (vii) in the case of notice to be given to holders of Convertible
Securities, a statement to the effect that a holder of such Convertible
Securities will be entitled to participate in such redemption only if such
holder properly converts, exchanges or exercises such Convertible Securities
on or prior to the redemption date referred to in clause (ii) of this sentence
and a statement as to what, if anything, such holder will be entitled to
receive pursuant to the terms of such Convertible Securities or the Restated
Articles as then amended if such holder thereafter converts, exchanges or
exercises such Convertible Securities and (viii) a statement to the effect
that, except as otherwise provided below, dividends or other distributions on
such shares of such Common Stock shall cease to be paid as of such redemption
date. Such notice will be sent by first-class mail, postage prepaid to each
such holder at such holder's address as the same appears on the transfer books
of the Company.
If the Company determines to undertake a redemption pursuant to clause
(1)(ii)(B) of the first paragraph under "--Mandatory Dividend on or Redemption
or Conversion of Common Stock," the Company is required, not later than the
30th Trading Day following consummation of the Disposition referred to in such
paragraph, to cause to be given to each holder of shares of the class of
Common Stock relating to the Group subject to such Disposition and to each
holder of Convertible Securities that are convertible into or exchangeable or
exercisable for shares of such Common Stock (unless alternate provision for
such notice to the holders of such Convertible Securities is made pursuant to
the terms of such Convertible Securities), a notice setting forth (i) a date,
not earlier than the 40th Trading Day and not later than the 50th Trading Day
following the consummation of such Disposition in respect of which such
redemption is to be made, on which shares of such class of Common Stock will
be selected for redemption, (ii) the anticipated redemption date which will
not be more than 85 Trading Days following the consummation of such
Disposition, (iii) the type of property in which the redemption price for the
shares to be redeemed is to be paid, (iv) the Net Proceeds of such
Disposition, (v) the number of outstanding shares of such Common Stock and the
number of shares of such Common Stock into or for which outstanding
Convertible Securities are then convertible, exchangeable or exercisable and
the conversion, exchange or exercise price thereof, (vi) in the case of notice
to be given to holders of Convertible Securities, a statement to the effect
that a holder of such Convertible Securities will be entitled to participate
in such selection for redemption only if such holder properly converts,
exchanges or exercises such Convertible Securities on or prior to the date
referred to in clause (i) of this sentence and a statement as to what, if
anything, such holder will be entitled to receive pursuant to the terms of
such Convertible Securities or the Restated Articles as then amended if such
holder thereafter converts, exchanges or exercises such Convertible Securities
and (vii) a statement that the Company will not be required to register a
transfer of any shares of such class of Common Stock for a period of 15
Trading Days next preceding the date referred to in clause (i) of this
sentence. Promptly, but not earlier than 40 Trading Days nor more than 50
Trading Days following the consummation of such Disposition, the Company is
required to cause to be given to each holder of shares of such Common Stock to
be so redeemed a notice setting forth (1) the number of shares of such Common
Stock held by such holder to be redeemed, (2) a statement that such shares of
such Common Stock will be redeemed, (3) the redemption date, (4) the kind and
per share amount of cash and/or securities or other property to be received by
such holder with respect to each share of such Common Stock to be redeemed,
including details as to the calculation thereof, (5) the place or places where
certificates for shares of such Common Stock, properly endorsed or assigned
for transfer (unless the Company waives such requirement) are to be
surrendered for delivery of such cash and/or securities or other property, (6)
if applicable, a statement to the effect that the shares being redeemed may no
longer be transferred on the transfer books of the Company after the
redemption date and (7) a statement to the effect that, except as otherwise
provided below, dividends or other distributions on such shares of such Common
Stock will cease to be paid as of such redemption date. Such notices will be
sent by first-class mail, postage prepaid to each such holder, at such
holder's address as the same appears on the transfer books of the Company.
If less than all of the outstanding shares of such Common Stock are to be
redeemed as described above under "--Mandatory Dividend on or Redemption or
Conversion of Common Stock," such shares will be redeemed by the Company pro
rata among the holders of outstanding shares of such Common Stock or by such
other method as may be determined by the Board to be equitable.
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In the event of any conversion as described above under "--Conversion of
Common Stock at Option of the Company" or "--Mandatory Dividend on or
Redemption or Conversion of Common Stock," the Company will cause to be given,
not earlier than the 35th Trading Day and not later than the 45th Trading Day
prior to the Conversion Date, to each holder of shares of the class of Common
Stock to be so converted and to each holder of Convertible Securities that are
convertible into or exchangeable or exercisable for shares of such Common
Stock (unless alternate provision for such notice to the holders of such
Convertible Securities is made pursuant to the terms of such Convertible
Securities), a notice setting forth (i) a statement that all outstanding
shares of such Common Stock will be converted, (ii) the conversion date
(which, in the case of a conversion after a Disposition, will not be more than
85 Trading Days following the consummation of such Disposition), (iii) the per
share number of shares of Georgia-Pacific Group Stock or Timber Stock, as the
case may be, to be received with respect to each share of such Common Stock,
including details as to the calculation thereof, (iv) the place or places
where certificates for shares of such Common Stock, properly endorsed or
assigned for transfer (unless the Company waives such requirement) are to be
surrendered for delivery of certificates for shares of such Common Stock, (v)
the number of outstanding shares of such Common Stock and the number of shares
of such Common Stock into or for which outstanding Convertible Securities are
then convertible, exchangeable or exercisable and the conversion, exchange or
exercise price thereof, (vi) a statement to the effect that, except as
otherwise provided below, dividends or other distributions on such shares of
such Common Stock will cease to be paid as of such conversion date and (vii)
in the case of notice to be given to holders of Convertible Securities, a
statement to the effect that a holder of such Convertible Securities will be
entitled to receive shares of such Common Stock upon such conversion only if
such holder properly converts, exchanges or exercises such Convertible
Securities on or prior to the conversion date referred to in clause (ii) of
this sentence and a statement as to what, if anything, such holder will be
entitled to receive pursuant to the terms of such Convertible Securities or
the Restated Articles as then amended if such holder thereafter converts,
exchanges or exercises such Convertible Securities. Such notice will be sent
by first-class mail, postage prepaid, to such holder at such holder's address
as the same appears on the transfer books of the Company.
If the Company determines to redeem shares of a class of Common Stock as
described above under "--Redemption in Exchange for Stock of Subsidiary," the
Company will cause to be given to each holder of shares of such Common Stock
and to each holder of Convertible Securities convertible into or exchangeable
or exercisable for shares of such Common Stock (unless alternate provision for
such notice to the holders of such Convertible Securities is made pursuant to
the terms of such Convertible Securities), a notice setting forth (i) a
statement that all shares of such Common Stock outstanding on the redemption
date will be redeemed in exchange for shares of common stock of the Georgia-
Pacific Group Subsidiaries or shares of common stock of the Timber Group
Subsidiaries, as the case may be, (ii) the redemption date, (iii) the place or
places where certificates for shares of such Common Stock properly endorsed or
assigned for transfer (unless the Company waives such requirement) are to be
surrendered for delivery of certificates for shares of common stock of the
Georgia-Pacific Group Subsidiaries or shares of common stock of the Timber
Group Subsidiaries, as the case may be, (iv) a statement to the effect that,
except as otherwise provided below, dividends or other distributions on such
shares of such Common Stock will cease to be paid as of such redemption date,
(v) the outstanding number of shares of such Common Stock and the number of
shares of such Common Stock into or for which outstanding Convertible
Securities are then convertible, exchangeable or exercisable and the
conversion, exchange or exercise price thereof and (vi) in the case of notice
to be given to holders of Convertible Securities, a statement to the effect
that a holder of such Convertible Securities will be entitled to receive
shares of common stock of the Georgia-Pacific Group Subsidiaries or shares of
common stock of the Timber Group Subsidiaries, as the case may be, only if
such holder properly converts, exchanges or exercises such Convertible
Securities on or prior to the date referred to in clause (ii) of this sentence
and a statement as to what, if anything, such holder will be entitled to
receive pursuant to the terms of such Convertible Securities or the Restated
Articles as then amended if such holder thereafter converts, exchanges or
exercises such Convertible Securities. Such notice will be sent by first-class
mail, postage prepaid, not less than 30 Trading Days nor more than 45 Trading
Days prior to the redemption date, to each such holder at such holder's
address as the same appears on the transfer books of the Company.
Neither the failure to mail any notice described above to any particular
holder of shares of any class of Common Stock or of any Convertible Securities
nor any defect therein will affect the sufficiency thereof with
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respect to any other holder of outstanding shares of such Common Stock or of
outstanding Convertible Securities, or the validity of any such conversion or
redemption.
The Company will not be required to issue or deliver fractional shares of
any class or series of capital stock or any fractional securities to any
holder of either class of Common Stock upon any conversion, redemption,
dividend or other distribution described above. If more than one share of
Common Stock is held at the same time by the same holder, the Company may
aggregate the number of shares of any class or series of capital stock that is
issuable or the amount of securities or property that is distributable to such
holder upon any such conversion, redemption, dividend or other distribution
(including any fractions of shares or securities). If the number of shares of
any class or series of capital stock or the amount of securities remaining to
be issued or distributed to any holder of such Common Stock is a fraction, the
Company will, if such fraction is not issued or distributed to such holder,
pay a cash adjustment in respect of such fraction in an amount equal to the
Fair Value of such fraction on the fifth Trading Day prior to the date such
payment is to be made (without interest).
No adjustments in respect of dividends or other distributions will be made
upon the conversion or redemption of any shares of Common Stock; provided,
however, that if such shares are converted or redeemed by the Company after
the record date for determining holders of such Common Stock entitled to any
dividend or other distribution thereon, such dividend or other distribution
will be payable to the holders of such shares at the close of business on such
record date notwithstanding such conversion or redemption, in each case
without interest.
Before any holder of Common Stock will be entitled to receive certificates
representing shares of any capital stock, cash and/or other securities or
property to be distributed to such holder with respect to any conversion or
redemption of shares of such Common Stock, such holder is required to
surrender at such place as the Company specified certificates for shares of
such Common Stock, properly endorsed or assigned for transfer (unless the
Company waives such requirement). As soon as practicable after the Company's
receipt of certificates for such shares of such Common Stock, the Company will
deliver to the person for whose account such shares were so surrendered, or to
the nominee or nominees of such person, certificates representing the number
of whole shares of the kind of capital stock, cash and/or other securities or
property to which such person was entitled, together with any fractional
payment referred to above, in each case without interest. If less than all of
the shares of Common Stock represented by any one certificate are to be
redeemed, the Company will issue and deliver a new certificate for the shares
of such Common Stock not redeemed.
From and after any conversion or redemption of shares of either class of
Common Stock, all rights of a holder of shares of such Common Stock that were
converted or redeemed will cease, except for the right, upon surrender of the
certificates representing such shares of such Common Stock, to receive the
cash and/or the certificates representing shares of the kind and amount of
capital stock and/or other securities or property for which such shares were
converted or redeemed, together with any fractional payment or rights to
dividends or other distributions as provided above, in each case without
interest. No holder of a certificate that immediately prior to the conversion
or redemption of Common Stock represented shares of such Common Stock will be
entitled to receive any dividend or other distribution or interest payment
with respect to shares of any kind of capital stock into or in exchange for
which shares of such Common Stock were converted or redeemed until surrender
of such holder's certificate in exchange for a certificate or certificates
representing shares of such kind of capital stock. Upon such surrender, there
will be paid to the holder the amount of any dividends or other distributions
(without interest) which theretofore became payable with respect to a record
date occurring after the conversion or redemption, but which were not paid by
reason of the foregoing, with respect to the number of whole shares of the
kind of capital stock represented by the certificate or certificates issued
upon such surrender. From and after a conversion or redemption, the Company
will, however, be entitled to treat the certificates for such Common Stock
that have not yet been surrendered for conversion or redemption as evidencing
the ownership of the number of whole shares of the kind of capital stock for
which the shares of such Common Stock represented by such certificates shall
have been converted or redeemed, notwithstanding the failure to surrender such
certificates.
The Company will pay any and all documentary, stamp or similar issue or
transfer taxes that may be payable in respect of the issue or delivery of any
shares of capital stock and/or other securities on conversion or
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redemption of shares of either class of Common Stock pursuant hereto. The
Company will not, however, be required to pay any tax that may be payable in
respect of any transfer involved in the issue or delivery of any shares of
capital stock and/or other securities in a name other than that in which the
shares of such Common Stock so converted or redeemed were registered, and no
such issue or delivery will be made unless and until the person requesting
such issue has paid to the Company the amount of any such tax, or has
established to the satisfaction of the Company that such tax had been paid.
LIQUIDATION. Currently, in the event of a liquidation, dissolution or
termination of the Company, after payment, or provision for payment, of the
debts and other liabilities of the Company and the payment of full
preferential amounts (including any accumulated and unpaid dividends or other
distributions) to which the holders of any Preferred Stock or Junior Preferred
Stock are entitled, holders of Existing Common Stock are entitled to share
ratably in the remaining net assets of the Company. Under the Letter Stock
Proposal, in the event of a liquidation, dissolution or termination of the
Company, whether voluntary or involuntary, after payment or provision for
payment of the debts and other liabilities of the Company and full
preferential amounts (including any accumulated and unpaid distributions) to
which holders of any series of Preferred Stock or Junior Preferred Stock are
entitled (regardless of the Group to which such shares of Preferred Stock or
Junior Preferred Stock were attributed), the holders of Georgia-Pacific Group
Stock and Timber Stock will be entitled to receive the net assets, if any, of
the Company remaining for distribution to holders of Common Stock on a per
share basis in proportion to a fixed number of units per share of each class
("Liquidation Units"). Each share of Georgia-Pacific Group Stock will have one
Liquidation Unit and each share of Timber Stock will have a number of
Liquidation Units (including a fraction of one unit) equal to the number of
Liquidation Units determined by the ratio expressed as a decimal fraction
(rounded to the nearest three decimal places) equal to the quotient of (A) the
sum of (1) four times X over the five-Trading Day period ending on the 40th
Trading Day immediately succeeding the Effective Date, (2) three times X over
the next preceding five-Trading Day period, (3) two times X over the next
preceding five-Trading Day period and (4) X over the next preceding five-
Trading Day period, divided by (B) the sum of (1) four times Y over the five-
Trading Day period ending on such 40th Trading Day immediately succeeding the
Effective Date, (2) three times Y over the next preceding five-Trading Day
period, (3) two times Y over the next preceding five-Trading Day period and
(4) Y over the next preceding five-Trading Day period, where X is the average
Market Value of a share of Timber Stock and Y is the average Market Value of a
share of Georgia-Pacific Group Stock. After the number of Liquidation Units to
which each share of Timber Stock is entitled has been calculated in accordance
with this formula, such number will not otherwise be changed without the
approval of shareholders of each Group. Thus, after the date of the
calculation of the number of Liquidation Units to which the Timber Stock is
entitled the liquidation rights of the holders of the respective classes of
Common Stock may not bear any relationship to the relative market values or
the relative voting rights of the other class.
The Company considers that its complete liquidation is a remote
contingency, and its financial advisors believe that, in general, these
liquidation provisions are immaterial to trading in Georgia-Pacific Group
Stock and Timber Stock. No holders of Georgia-Pacific Group Stock will have
any special right to receive specific assets of the Georgia-Pacific Group and
no holder of Timber Stock will have any special right to receive specific
assets of the Timber Group in the case of a liquidation, dissolution or
termination of the Company.
If the Company subdivides (by stock split, reclassification or otherwise) or
combines (by reverse stock split or otherwise) the outstanding shares of any
class of Common Stock or declares a dividend or other distribution of shares
of any class of Common Stock to holders of such class of Common Stock, the
number of Liquidation Units of the class of Common Stock will be appropriately
adjusted as determined by the Board so as to avoid any dilution in aggregate
liquidation rights of any class of Common Stock.
Neither a merger nor share exchange of the Company into or with any other
corporation, nor a merger or share exchange of any other corporation into or
with the Company, nor any sale, lease, exchange or other disposition of all or
any part of the assets of the Company, will, alone, be deemed to be a
liquidation of the Company, or cause the dissolution of the Company, for
purposes of the liquidation provisions set forth above.
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DETERMINATIONS BY THE BOARD. If the Letter Stock Proposal is approved by the
shareholders and implemented by the Board, any determinations made in good
faith by the Board pursuant to any provision described under "--Description of
Georgia-Pacific Group Stock and Timber Stock," and any determinations with
respect to any Group or the rights of holders of shares of either class of
Common Stock, will be final and binding on all shareholders of the Company,
subject to the rights of shareholders under applicable Georgia law and under
the federal securities laws.
PREEMPTIVE RIGHTS. Neither the holders of the Georgia-Pacific Group Stock
nor the holders of the Timber Stock will have any preemptive rights or any
rights to convert their shares into any other securities of the Company.
RESTATED RIGHTS AGREEMENT
The Company has issued Junior Preferred Stock Purchase Rights (the "Original
Rights") to all holders of its Existing Common Stock pursuant to a Rights
Agreement dated as of July 31, 1989 between the Company and First Chicago
Trust Company of New York, as Rights Agent (the "Original Rights Agreement").
Each Original Right entitles the holder thereof to purchase shares of Series A
Junior Preferred Stock under conditions specified in the Original Rights
Agreement. If the Letter Stock Proposal is approved by the shareholders and
implemented by the Board, the Original Rights Agreement will be amended and
restated (the "Restated Rights Agreement") to, among other things, (i) reflect
the new equity structure of the Company, (ii) reset the prices at which rights
issued pursuant thereto may be exercised into units of Junior Preferred Stock,
(iii) extend the expiration date of the rights issued pursuant thereto from
July 31, 1999 to December 31, 2007, (iv) change the triggering percentage with
respect to a tender or exchange offer from 30% to 15%, and (v) replace the
Board's ability to redeem the rights issued pursuant thereto for $.01 per
right with the ability to terminate the rights.
If the Letter Stock Proposal is approved by the shareholders and implemented
by the Board, as of the Effective Date, the Board will amend the Articles by
resolution to (i) reduce the authorized number of shares of Series A Junior
Preferred Stock to zero, (ii) designate a new series of Junior Preferred Stock
as the Series B Junior Preferred Stock and (iii) designate another new series
of Junior Preferred Stock as the Series C Junior Preferred Stock. Further,
subject to approval of the Letter Stock Proposal by the shareholders, the
Board has resolved to (i) redesignate each Original Right as a "Georgia-
Pacific Group Right," which will entitle the holders thereof to purchase
shares of Series B Junior Preferred Stock under the conditions specified in
the Restated Rights Agreement, and (ii) issue one right with respect to each
share of Timber Stock (a "Timber Right"), which will entitle the holders
thereof to purchase shares of Series C Junior Preferred Stock under the
conditions specified in the Restated Rights Agreement. The Georgia-Pacific
Group Rights and the Timber Rights are herein collectively referred to as the
"Rights."
The Restated Rights Agreement will provide that, prior to the earlier of (i)
the tenth day (the "Stock Acquisition Date") after a public announcement that
a person or group of affiliated or associated persons (other than the Company,
any subsidiary of the Company or any employee benefit plan of the Company or
such subsidiary) (an "Acquiring Person") has acquired, obtained the right to
acquire, or otherwise obtained beneficial ownership of 15% or more of the
total voting rights of the then outstanding shares of Common Stock or (ii) the
tenth business day following the commencement of a tender or exchange offer
that would result in such person or group beneficially owning 15% or more of
the total voting rights of the then outstanding shares of Common Stock (the
earlier of such dates being called the "Separation Date"), each Georgia-
Pacific Group Right and each Timber Right will be evidenced only by the
certificates representing shares of Georgia-Pacific Group Stock and Timber
Stock, respectively, then outstanding, and no separate Rights certificates
will be distributed. Therefore, until the Separation Date, the Georgia-Pacific
Group Rights will be transferred with and only with the Georgia-Pacific Group
Stock, and the Timber Rights will be transferred with and only with the Timber
Stock. For purposes of the Restated Rights Agreement, the total voting rights
of the Common Stock will be determined based upon the voting rights of holders
of outstanding shares of Timber Stock and Georgia-Pacific Group Stock in
effect at the time of any such determination. See "--Description of Georgia-
Pacific Group Stock and Timber Stock--Voting Rights." The Original Rights
Agreement provided that the triggering percentage with respect to a tender or
exchange offer would be 30% of the outstanding voting rights. The Restated
Rights Agreement would
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decrease this percentage from 30% to 15% in order to make the triggering
percentages for acquisitions of stock generally and for tender or exchange
offers the same.
Upon the close of business on the Separation Date, the Rights will separate
from the Common Stock and become exercisable as described below. The Rights
will expire on December 31, 2007 (the "Expiration Date"), unless earlier
extended or terminated by the Company as described below. The Original Rights
would have expired on July 31, 1999.
Following the Separation Date, registered holders of Rights will be entitled
to purchase from the Company (i) in the case of a Georgia-Pacific Group Right,
one one-hundredth (1/100th) of a share of Series B Junior Preferred Stock (a
"Series B Unit") at a purchase price of $350, subject to adjustment (the
"Series B Unit Purchase Price"), and (ii) in the case of a Timber Right, one
one-hundredth (1/100th) of a share of Series C Junior Preferred Stock (a
"Series C Unit") at a purchase price of $100, subject to adjustment (the
"Series C Unit Purchase Price"). An Original Right entitled the holder thereof
to purchase one one-hundredth (1/100th) of a share of Series A Junior
Preferred Stock at a purchase price of $175, under the conditions specified in
the Original Rights Agreement. In adopting the Restated Rights Agreement, the
Board determined that the purchase price related to an Original Right would
not represent the long term value of a share of Georgia-Pacific Group Stock
and, consequently, set the Series B Unit Purchase Price at $350.
In the event (i) any person or group becomes an Acquiring Person, (ii) an
Acquiring Person engages in one or more "self-dealing" transactions with the
Company as set forth in the Restated Rights Agreement, (iii) the Company is
the surviving or continuing corporation in a merger or other combination with
an Acquiring Person and all the Common Stock remains outstanding and is not
changed or exchanged or (iv) while there is an Acquiring Person, there shall
be any reclassification of securities, recapitalization of the Company or
other transaction or series of transactions that has the effect of increasing
by more than 1% the proportionate share of the outstanding shares of any class
or series of equity securities of the Company beneficially owned by the
Acquiring Person, then the Rights will "flip-in," and proper provision will be
made so that each holder of a Right, other than Rights which are, or under
certain circumstances specified in the Restated Rights Agreement were,
beneficially owned by any Acquiring Person (which will thereafter be void),
will thereafter (a) in the case of a Georgia-Pacific Group Right, entitle its
holder to purchase, at the Series B Unit Purchase Price, a number of Series B
Units with a market value equal to twice the Series B Unit Purchase Price and
(b) in the case of a Timber Right, entitle its holder to purchase, at the
Series C Unit Purchase Price, a number of Series C Units with a market value
equal to twice the Series C Unit Purchase Price.
Because of the nature of the dividend, liquidation and voting rights of each
series of Junior Preferred Stock related to the Rights, the economic value of
one Series B Unit and one Series C Unit should approximate the economic value
of one share of Georgia-Pacific Group Stock and one share of Timber Stock,
respectively.
In the event, following the Stock Acquisition Date, (i) the Company is
acquired in a merger or other business combination transaction and the Company
is not the surviving corporation, (ii) any person consolidates or merges with
the Company and all or part of the Common Stock is converted or exchanged for
securities, cash or property of any other person or (iii) 50% or more of the
Company's assets or earning power is sold or transferred, the Rights will
"flip-over," and each Georgia-Pacific Group Right and each Timber Right will
entitle its holder to purchase, for the Series B Unit Purchase Price and
Series C Unit Purchase Price, respectively, a number of shares of common stock
of the surviving entity in any such merger, consolidation or other business
combination or the purchaser in any such sale or transfer with a market value
equal to twice the Series B Unit Purchase Price or Series C Unit Purchase
Price, respectively.
At any time until the earlier of (i) ten days following the Stock
Acquisition Date or (ii) the Expiration Date, a majority of the independent
directors of the Board may terminate the Rights without any payment to any
holder thereof. Immediately upon the action of the Board ordering the
termination of the Rights, the Rights will terminate and each Right will
thereafter be null and void. The Original Rights Agreement permitted a
majority of the independent directors of the Board to redeem the Original
Rights in whole, but not in part, at a price of
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$.01 per Original Right at any time before the earlier of (i) ten days
following the Stock Acquisition Date or (ii) the Expiration Date. Allowing the
Board to terminate the Rights instead of redeeming the Rights is intended to
avoid the time and expense of a redemption in order to eliminate the effects
of the Restated Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a shareholder of the Company, including, without limitation, the right to
vote or to receive dividends.
At any time prior to the Separation Date, the Company may, without the
approval of any holders of Rights, supplement or amend any provision of the
Restated Rights Agreement, except that, without the approval of a majority of
the independent directors, no supplement or amendment may be made that changes
the Expiration Date, the Series B Purchase Price or Series C Purchase Price or
the number of Series B Units or Series C Units of a share of Junior Preferred
Stock for which a Right is exercisable (such provisions being referred to
herein collectively as the "Principal Economic Terms"). From and after the
Separation Date, the Company may, without the approval of any holders of
Rights, supplement or amend the Restated Rights Agreement (i) to cure any
ambiguity, (ii) to correct or supplement any provision that may be defective
or inconsistent, (iii) subject to certain limitations and, in certain
circumstances, only with the concurrence of a majority of the independent
directors, to shorten or lengthen any time period under the Restated Rights
Agreement (other than a time period relating to when the Rights may be
terminated if at the time of such supplement or amendment the Rights are not
then terminable), or (iv) in any manner that the Company may deem necessary or
desirable and which does not adversely affect the interests of the holders of
Rights (other than an Acquiring Person) and which does not change the
Principal Economic Terms.
A copy of the form of the Restated Rights Agreement (which includes as
Exhibit A-1 thereto the Form of Rights Certificate for Georgia-Pacific Group
Rights and as Exhibit A-2 thereto the form of Rights Certificate for the
Timber Rights) will be filed with the Commission as an Exhibit to the
Registration Statement of which this Proxy Statement is a part. A copy of the
Original Rights Agreement previously has been filed with the Commission as an
exhibit to a Registration Statement on Form 8-A, and is incorporated herein by
reference. A copy of the form of the Restated Rights Agreement is available
free of charge from the Company. This summary description of the Georgia-
Pacific Group Rights and the Timber Rights does not purport to be complete and
is qualified in its entirety by reference to the form of the Restated Rights
Agreement.
CERTAIN ANTI-TAKEOVER PROVISIONS OF GEORGIA LAW AND GEORGIA-PACIFIC'S
ARTICLES, BYLAWS AND RESTATED RIGHTS AGREEMENT
The following information is provided with respect to certain matters that
could be viewed as having the effect of discouraging an attempt to obtain
control of the Company. The summary of certain provisions of Georgia-Pacific's
Articles, Bylaws and Restated Rights Agreement set forth below is subject to
and qualified in its entirety by reference to the Articles, Bylaws and form of
Restated Rights Agreement, copies of which have been filed as an exhibit to
the Registration Statement of which this Proxy Statement is a part.
GEORGIA LAW
General. Unless otherwise provided by a corporation's articles of
incorporation or bylaws or by resolution of its board (by conditioning its
submission of a proposed merger or share exchange), the Georgia Business Code
generally requires the affirmative vote of a majority of all votes entitled to
be cast, by all shares entitled to vote, voting as a single voting group, to
approve mergers and share exchanges. Shareholders of the corporation surviving
a merger need not approve a merger if: (i) the articles of incorporation of
the surviving corporation will not differ from its articles before the merger;
(ii) each share of stock of the surviving corporation outstanding immediately
before the effective date of the merger is to be an identical outstanding or
reacquired share immediately after the merger; and (iii) the number and kind
of shares outstanding immediately after the merger, plus the number and kind
of shares issuable as a result of the merger and by the conversion of
securities issued pursuant to the merger or the exercise of rights and
warrants issued pursuant to the merger, will not exceed the total number and
kind of shares of the surviving corporation authorized by its articles of
incorporation
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immediately before the merger. Neither Georgia-Pacific's Articles nor its
Bylaws contains a provision which alters the Georgia Business Code's voting
requirements with respect to mergers and share exchanges.
Georgia-Pacific has elected to be covered by two provisions of the Georgia
Business Code that restrict business combinations with interested
shareholders: the Business Combinations Provision and the Fair Price
Provision. These provisions do not apply to a Georgia corporation unless its
bylaws specifically make the statute applicable, and once adopted, in addition
to any other vote required by the corporation's articles of incorporation or
bylaws to amend the bylaws, such a bylaw may be repealed only by the
affirmative vote of at least two-thirds of the continuing directors and a
majority of the votes entitled to be cast by the voting shares of such
corporation, other than shares beneficially owned by an interested shareholder
and, with the respect to the Fair Price Provision, his, her or its associates
and affiliates.
Interested Shareholder Transactions. The provisions of the Georgia Business
Code concerning "Business Combinations with Interested Stockholders" (the
"Business Combinations Provision") generally prohibits certain "resident
domestic Georgia corporations" from entering into certain business combination
transactions with any "interested shareholder" (generally defined as any
person other than the corporation or its subsidiaries beneficially owning at
least 10% of the outstanding voting stock of the corporation) for a period of
five years from the date that person became an interested shareholder, unless:
(i) prior to becoming an interested shareholder, the board of directors of the
corporation approved either the business combination or the transaction by
which the shareholder became an interested shareholder; or (ii) in the
transaction in which the shareholder became an interested shareholder, the
interested shareholder became the beneficial owner of at least 90% of the
voting stock outstanding (excluding, for purposes of determining the number of
shares outstanding, Insider Shares) at the time the transaction commenced; or
(iii) subsequent to becoming an interested shareholder, such shareholder
acquired additional shares resulting in the interested shareholder being the
beneficial owner of at least 90% of the outstanding voting shares (excluding,
for purposes of determining the number of shares outstanding, Insider Shares)
and the transaction was approved at an annual or special meeting of
shareholders by the holders of a majority of the voting stock entitled to vote
thereon (excluding from such vote, Insider Shares and voting stock
beneficially owned by the interested shareholder). For purposes of the
Business Combinations Provision, "Insider Shares" refers generally to shares
owned by: (a) persons who are directors or officers of the corporation, their
affiliates, or associates; (b) subsidiaries of the corporation; and (c) any
employee stock plan under which participants do not have the right (as
determined exclusively by reference to the terms of such plan and any trust
which is part of such plan) to determine confidentially the extent to which
shares held under such plan will be tendered in a tender or exchange offer. A
Georgia corporation's bylaws must specify that all requirements of the
Business Combinations Provision apply to the corporation in order for the
Business Combinations Provision to apply. Georgia-Pacific's Bylaws contain a
provision stating that all requirements and provisions of the Business
Combinations Provision (and any successor provisions thereto) apply to any
"business combinations" involving Georgia-Pacific.
Fair Price Requirements. The Georgia Business Code also contains a provision
concerning "Fair Price Requirements" (the "Fair Price Provision") which
imposes certain requirements on "business combinations" of a Georgia
corporation with any person who is an "interested shareholder" of that
corporation. In addition to any vote otherwise required by law or the
corporation's articles of incorporation, under the Fair Price Provision
business combinations with an interested shareholder must meet one of the
three following criteria designed to protect a corporation's minority
shareholders: (i) the transaction must be unanimously approved by the
"continuing directors" of the corporation (generally directors who served
prior to the time an interested shareholder acquired 10% ownership and who are
unaffiliated with such interested shareholder) provided that the continuing
directors constitute at least three members of the board of directors at the
time of such approval; or (ii) the transaction must be recommended by at least
two-thirds of the continuing directors and approved by a majority of the votes
entitled to be cast by holders of voting shares, other than voting shares
beneficially owned by the interested shareholder who is, or whose affiliate
is, a party to the business combination; or (iii) the terms of the transaction
must meet specified fair pricing criteria and certain other tests. A Georgia
corporation's bylaws must specify that all requirements of the Fair Price
Provision apply to the corporation in order for the Fair Price
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Provision to apply. Georgia-Pacific's Bylaws contain a provision stating that
all requirements and provisions of the Fair Price Provision (and any successor
provisions thereto) apply to any "business combinations" involving Georgia-
Pacific. The Fair Price Provision provides no protection for holders of other
classes of common stock that was purchased by an acquiror whose purchase(s)
triggered the Fair Price provision.
ARTICLES OF INCORPORATION AND BYLAWS
Staggered Board. The Board is divided into three classes of directors
serving staggered three-year terms, with each class consisting, as nearly as
possible, of one-third of the total number of directors. If the number of
directors is increased or decreased, such increase or decrease will be
apportioned among the classes so as to maintain, as nearly as possible, an
equal number of directors in each class. Any additional director elected to
fill a vacancy resulting from an increase in the size of the Board shall not
be classified until the next election of directors by shareholders. The
Georgia Business Code provides that a bylaw establishing staggered terms for
directors may only be adopted, amended or repealed by the shareholders.
Furthermore, the Articles provide that this bylaw provision may only be
amended by the affirmative vote of at least 75% of the voting power of the
outstanding capital stock of the Company entitled to vote generally in the
election of directors, voting as a single voting group.
The classification of directors has the effect of making it more difficult
for shareholders to change the composition of the Board. At least two annual
meetings of shareholders, instead of one, generally will be required to effect
a change in the majority of the Board. The classification provisions could
also have the effect of discouraging a third party from initiating a proxy
contest, making a tender offer or otherwise attempting to obtain control of
Georgia-Pacific, even though such an attempt might be beneficial to Georgia-
Pacific and its shareholders. See "Risk Factors--Effects on Potential
Acquisitions of a Group or a Class of Common Stock."
Increase in Number of Directors. The Bylaws provide that the number of
directors may be increased or decreased by the Board or by the affirmative
vote of at least 75% of the voting power of the outstanding capital stock of
the Company entitled to vote generally in the election of directors, voting as
a single voting group.
Filling Vacancies. The Bylaws provide that any vacancy on the Board may be
filled by a majority of the remaining members of the Board, though less than a
quorum, by the sole remaining director or, if not so filled, 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, unless such vacancy occurs with respect to
a director elected by a particular class or series of shares voting as a class
or series. In the latter case, the vacancy may be filled by the remaining
director or directors elected by that class or series, or, if not so filled,
by the shareholders of that class or series. Any vacancy arising by reason of
an increase in the number of directors may only be filled by the Board. The
Articles provide that this provision of the Bylaws may only be amended by the
affirmative vote of at least 75% of the voting power of the outstanding
capital stock of the Company entitled to vote generally in the election of
directors, voting as a single voting group. Accordingly, the Board could
temporarily prevent any shareholder from enlarging the Board and filling the
new directorships with such shareholder's own nominees.
Special Meetings of Shareholders. The Georgia Business Code provides that a
Georgia corporation shall hold a special meeting of shareholders: (i) on the
call of the corporation's board of directors or the person or persons
authorized by the corporation's articles of incorporation or bylaws; (ii) in
the case of a corporation having more than 100 shareholders of record, upon
the written demand of the holders of at least 25%, or such greater or lesser
percentage as may be provided in the corporation's articles of incorporation
or bylaws, of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting; or (iii) in the case of a
corporation having 100 or fewer shareholders of record, upon the written
demand of the holders of at least 25%, or such lesser percentage as may be
provided in the corporation's articles of incorporation or bylaws, of all the
votes entitled to be cast on any issue considered at the proposed special
meeting. The Bylaws provide that a special meeting of shareholders may be
called by: (i) the Chairman or Vice Chairman of the Board; (ii) the Chief
Executive Officer; (iii) the President; (iv) the Board; or (v) the holders of
at least 75% of the outstanding shares of the Company entitled to vote in an
election of directors.
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Nomination of Directors. The Bylaws provide that nomination for the election
of directors may be made only by the Board or by a shareholder entitled to
vote in the election of directors who gives timely written notice to the
Secretary of the Company. Any such notice must be given not later than (i)
with respect to an election to be held at an annual meeting of shareholders,
not less than 60 nor more than 75 days in advance of such meeting or (ii) with
respect to a special meeting of shareholders for the election of directors,
the close of business on the seventh day following the date on which notice of
such meeting is first given to shareholders. The shareholder's notice must set
forth (a) the name and address of the shareholder who intends to make the
nomination; (b) a representation that the shareholder is a holder of record of
shares of the Company'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(s) specified in the notice; (c) 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; (d)
the name, age, business and residence addresses and principal occupation or
employment of each proposed nominee; (e) a description of all arrangements or
understandings between the shareholder and each proposed nominee and any other
person(s) (naming such person(s)) pursuant to which the nomination(s) are to
be made by the shareholder; (f) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Commission; and (g) the
written consent of each proposed nominee to serve as a director of the Company
if so elected. The Articles further provide that these procedures may only be
amended pursuant to the affirmative vote of at least 75% of the voting power
of the outstanding capital stock of the Company entitled to vote generally in
the election of directors.
Social Responsibility Provision. The Articles include a provision permitting
the Board to consider any pertinent factors, including general, social and
economic effects, in discharging their duties and in determining what is in
the best interests of the corporation. This provision clarifies the Board's
authority to consider factors other than the interests of the shareholders
themselves when considering an acquisition offer.
Issuance of Preferred Stock or Junior Preferred Stock. The Articles
currently provide for the issuance of Preferred Stock and Junior Preferred
Stock in series at the discretion of the Board without further action by the
Company's shareholders (except as may be required by applicable law or the
rules or regulations of any securities exchange on which the Company's
securities may then be listed). The Board may designate any of such series of
Preferred Stock or Junior Preferred Stock and may establish the relative
rights and preferences of each series; however, no series of Preferred Stock
or Junior Preferred Stock may entitle the holder thereof to more than one vote
per share. The Articles authorize 10 million shares of Preferred Stock and 25
million shares of Junior Preferred Stock, of which 5 million shares will be
designated as Series B Junior Preferred Stock and 5 million shares will be
designated as Series C Junior Preferred Stock. The shares of Series B Junior
Preferred Stock and Series C Junior Preferred Stock will be reserved for
issuance in connection with the Restated Rights Agreement. One of the effects
of the existence of authorized, unissued and unreserved Preferred Stock or
Junior Preferred Stock could be to enable the Board to issue shares to persons
friendly to current management, which could render more difficult or
discourage an attempt to obtain control of the Company by means of a merger,
tender offer, proxy contest or otherwise, and thereby protect the continuity
of the Company's management. Such additional shares also could be used to
dilute the stock ownership of persons seeking to obtain control of the
Company.
Shareholder Proposals. The Bylaws set forth certain procedural requirements
governing the submission of shareholder proposals. Shareholder proposals that
are not made in accordance with such procedures may be disregarded at any
shareholders' meeting at which a vote on the proposal is sought. The existence
of these procedural requirements could have the effect of delaying or
preventing the submission of certain matters proposed by any shareholder to a
vote of the shareholders.
Restrictions on Amendment of Articles. Under the Georgia Business Code, in
general and except as otherwise provided by the Articles, amendments to the
Articles must be recommended to the shareholders by the Board and approved at
a properly called shareholder meeting by a majority of the votes entitled to
be cast on the amendment by each voting group entitled to vote on the
amendment.
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The Articles require the affirmative vote of the holders of not less than
75% of the voting power of the outstanding capital stock of the Company
entitled to vote generally in the election of directors voting together as a
single class, to make, alter, amend, change, add to or repeal any provision of
the Articles or Bylaws, as applicable, where such creation, alteration,
amendment, change, addition or repeal would be inconsistent with the
provisions of the Articles or Bylaws, as applicable, relating to: (i) the
number of members of the Board; (ii) the classification of the Board; (iii)
the filling of vacancies on the Board; (iv) the Junior Preferred Stock;
(v) procedure for nomination of directors; (vi) removal of directors; (vii)
calling special meetings of shareholders; or (viii) amending the provisions
establishing the supermajority votes.
Restrictions on Amendment of Bylaws. Under the Georgia Business Code, in
general and subject to the requirements of the Business Combinations
Provision, the Fair Price Provision and the Articles, the Bylaws may be
altered, amended or repealed by the Board or by the affirmative vote of the
holders of a majority of the shares of Common Stock entitled to vote and
actually voted on such matter. Further, the Bylaws require the affirmative
vote of at least 75% of the voting power of the outstanding capital stock of
the Company entitled to vote generally in the election of directors voting
together as a single voting group to change the number of members of the Board
or to remove any directors.
RESTATED RIGHTS AGREEMENT
The Restated Rights Agreement will permit disinterested shareholders to
acquire additional shares of the Company or of an acquiring company at a
substantial discount in the event of certain described changes in control. See
"--Restated Rights Agreement."
Certain provisions described above may have the effect of delaying
shareholder actions with respect to certain business combinations and the
election of new members of the Board. As such, the provisions could have the
effect of discouraging open market purchases of Common Stock because they may
be considered disadvantageous by a shareholder who desires to participate in a
business combination or elect a new director.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion summarizes the principal United States federal
income tax consequences of the Letter Stock Proposal. The discussion is based
on the Internal Revenue Code of 1986, as amended to the date hereof (the
"Code"), Treasury Department regulations, published positions of the Service,
and court decisions now in effect, all of which are subject to change. In
particular, Congress could enact legislation affecting the treatment of stock
with characteristics similar to the Georgia-Pacific Group Stock and the Timber
Stock or the Treasury Department could promulgate regulations that change
current law, including regulations issued pursuant to its authority under
Section 337(d) of the Code. Any future legislation or regulations could be
enacted or promulgated so as to apply retroactively to the Georgia-Pacific
Group Stock and the Timber Stock.
This discussion addresses only those shareholders who hold their Existing
Common Stock as a capital asset within the meaning of Section 1221 of the
Code, and is included for general information only. It does not discuss all
aspects of United States federal income taxation that may be relevant to a
particular shareholder in light of such shareholder's personal tax
circumstances and does not apply to certain types of shareholders who may be
subject to special treatment under the federal income tax laws. SHAREHOLDERS
SHOULD CONSULT THEIR OWN TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE
FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATION, AS WELL AS TO THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN TAX LAWS TO WHICH
THEY MAY BE SUBJECT.
In the opinion of Simpson Thacher & Bartlett, special tax counsel to the
Company, the Georgia-Pacific Group Stock and the Timber Stock will be treated
for federal income tax purposes as common stock of the Company and, based on
such treatment, (i) the shareholders will not recognize income, gain or loss
on either the redesignation of Existing Common Stock as Georgia-Pacific Group
Stock or the distribution of the Timber Stock pursuant to the Letter Stock
Proposal; (ii) the basis of the Existing Common Stock held by a shareholder
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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.
If an annual meeting of shareholders is not held as provided in this Section 1
of this Article I, any business, including the election of directors, that might
properly have been acted upon at such annual meeting may be acted upon at a
special meeting in lieu of the annual meeting held pursuant to these Bylaws or
held pursuant to a court order.
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 seventy-five percent (75%) of the voting power of the outstanding
capital stock of the Corporation entitled to vote on any issue proposed to be
considered at the proposed special meeting, voting as a separate voting group,
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.
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 or
its 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.
<PAGE>
SECTION 4. Waivers. Notwithstanding anything herein to the contrary,
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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. Voting Group. Voting group means all shares of one or more
------------
classes or series that are entitled to vote and be counted together collectively
on a matter at a meeting of shareholders. All shares entitled to vote generally
on the matter are for that purpose a separate voting group.
SECTION 6. Quorum. With respect to shares entitled to vote as a separate
------
voting group on a matter at a meeting of shareholders, the presence, in person
or by proxy, of a majority of the votes entitled to be cast on the matter by the
voting group shall constitute a quorum of that voting group for action on that
matter unless the Articles of Incorporation, any designation of a class or
series of capital stock of the Corporation, or the Georgia Business Corporation
Code provides otherwise. Once a share is represented for any purpose at a
meeting, other than solely to object to holding the meeting or to transacting
business at the meeting, it is deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of the meeting unless a new
record date is or must be set for the adjourned meeting.
SECTION 7. Vote Required for Action. If a quorum exists, action on a
------------------------
matter (other than the election of directors) by a voting group is approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Articles of Incorporation, provisions of these
Bylaws validly adopted by the shareholders, or the Georgia Business Corporation
Code requires a greater number of affirmative votes. Unless otherwise provided
in the Articles of Incorporation, directors shall be elected by a plurality of
the votes cast by the shares entitled to vote in the election of directors at a
meeting at which a quorum is present. If the Articles of Incorporation or the
Georgia Business Corporation Code provide for voting by two or more voting
groups on a matter, action on that matter is taken only when voted upon by each
of those voting groups counted separately. Action may be taken by one voting
group on a matter even though no action is taken by another voting group
entitled to vote on the matter.
SECTION 8. Voting of Shares. Unless the Articles of Incorporation, any
----------------
designation of a class or series of capital stock of the Corporation, or the
Georgia Business Corporation Code provides otherwise, each outstanding share
having voting rights shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders. Voting on all matters shall be by voice vote
or by show of hands unless any qualified voter, prior to the voting on any
matter, demands vote by ballot, in which case each ballot shall state the name
of the shareholder voting and the number of shares voted by him, and if the
ballot be cast by proxy, it shall also state the name of the proxy.
SECTION 9. Proxies. A shareholder entitled to vote may vote in person or
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by proxy pursuant to an appointment of proxy executed in writing by the
shareholder or by his or its attorney in fact. An appointment of proxy shall be
valid for only one meeting to be specified therein, and any adjournments of such
meeting, but shall not be valid for more than eleven (11) months unless
expressly provided therein. Appointments of proxy shall be dated and filed with
the records of the meeting to which they relate. If the validity of any
appointment of proxy is questioned, it must be submitted to the secretary of the
meeting of shareholders for examination or to a proxy officer or committee
appointed by the person presiding at the meeting. The secretary of the meeting
or, if appointed, the proxy officer or committee shall determine the validity or
invalidity of any appointment of proxy submitted, and reference by the secretary
in the minutes of the meeting to the regularity of an appointment of proxy shall
-2-
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be received as prima facie evidence of the facts stated for the purpose of
establishing the presence of a quorum at the meeting and for all other purposes.
SECTION 11. Presiding Officer. The Chief Executive Officer shall serve as
-----------------
the chairman of every meeting of shareholders unless another person is elected
by shareholders to serve as chairman at the meeting. The chairman shall appoint
any persons he deems necessary to assist with the meeting.
SECTION 12. Adjournments. Whether or not a quorum is present to organize
------------
a meeting, any meeting of shareholders (including an adjourned meeting) may be
adjourned by the holders of a majority of the voting power represented at the
meeting to reconvene at a specific time and place, but no later than 120 days
after the date fixed for the original meeting unless the requirements of the
Georgia Business Corporation Code concerning the selection of a new record date
have been met. At any reconvened meeting within that time period, any business
may be transacted that could have been transacted at the meeting that was
adjourned. If notice of the adjourned meeting was properly given, it shall not
be necessary to give any notice of the reconvened meeting or of the business to
be transacted, if the date, time and place of the reconvened meeting are
announced at the meeting that was adjourned and before adjournment; provided,
however, that if a new record date is or must be fixed, notice of the reconvened
meeting must be given to persons who are shareholders as of the new record date.
SECTION 13. Fixing of Record Date with Regard to Shareholder Action. For
-------------------------------------------------------
the purpose of determining shareholders entitled to notice of a shareholders'
meeting, to demand a special meeting, to vote, or to take any other action, the
Board of Directors may fix a future date as the record date, which date shall 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 a determination of shareholders, is to be taken. A determination of
shareholders entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting. If no record date
is fixed by the Board of Directors, the record date shall be determined in
accordance with the provisions of the Georgia Business Corporation Code.
SECTION 14. Shareholder Proposals. No proposal for a shareholder vote
---------------------
(other than director nominations, to which Section 1(D) of Article II applies)
shall be submitted by a shareholder (a "Shareholder Proposal") to the
Corporation's shareholders unless the shareholder submitting such proposal (the
"Proponent") shall have filed a written notice setting forth with particularity
(i) the names and business addresses of the Proponent and all natural persons,
corporations, partnerships, trusts or any other type of legal entity or
recognized ownership vehicle (collectively, a "Person") acting in concert with
the Proponent; (ii) the name and address of the Proponent and the Persons
identified in clause (i), as they appear on the Corporation's books (if they so
appear); (iii) the class and number of shares of the Corporation beneficially
owned by the Proponent and the Persons identified in clause (i); (iv) a
description of the Shareholder Proposal containing all material information
relating thereto; and (v) such other information as the Board of Directors
reasonably determines is necessary or appropriate to enable the Board of
Directors and shareholders of the Corporation to consider the Shareholder
Proposal. Shareholder Proposals shall be delivered to the Secretary of the
Corporation at the principal executive office of the Corporation within the time
period specified in Securities and Exchange Commission Rule 14a-8(a)(3)(i), or
any successor rule. The presiding officer at any shareholders' meeting may
determine that any Shareholder Proposal was not made in accordance with the
procedures prescribed in these Bylaws or is otherwise not in accordance with
law, and if it is so determined, such officer shall so declare at the meeting
and the Shareholder Proposal shall be disregarded.
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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 or under the authority of its Board of Directors.
In addition to the powers and authority expressly conferred upon it by these
Bylaws and the Articles of Incorporation, the Board of Directions may exercise
all such lawful acts and things as are not by law, by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders. 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 separate voting
group. The directors shall be divided into three (3) classes, each composed, as
early 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 of this Article II
---------------------
to the contrary notwithstanding, if and whenever any class or series of capital
stock of the Corporation shall have the exclusive right, voting as a separate
voting group, to elect one or more directors of the Corporation, the term of
office of all directors in office when such voting rights shall vest in such
class or series (other than directors who were elected by vote of another class
or series of capital 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
capital 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 one or more classes and series of
capital stock, voting as a separate voting group, to vote for directors, the
term of office of all such 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 voting power of the outstanding
capital stock of the Corporation then entitled to vote generally in the election
of directors. At such election and thereafter, unless and until a class or
series of capital stock shall again have the exclusive right, voting as a
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separate voting group, 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 class or series of capital
stock of the Corporation 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.
(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. 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
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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.
SECTION 4. 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 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 separate voting group.
Whenever the holders of the shares of any class or series of capital stock are
entitled to elect one or more directors by the provisions of the Articles of
Incorporation, the provisions of this Section 4 of this Article II 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. Removal action may be taken at any
shareholders' meeting with respect to which notice of such purpose has been
given.
SECTION 5. Vacancies.
----------
(A) Director Elected by All Shareholders. Except as provided in Subsection
------------------------------------
5(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 capital 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 separate voting group, 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 holders of that class or series of shares.
(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 6. 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 7. 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.
SECTION 8. 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
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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, facsimile 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, facsimile 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 (or promptly upon
his arrival), any such objection or objections to the transaction of business
and does not thereafter vote for or assent to action taken at the meeting.
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 9. 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 10. Participation by Conference Telephone. Any or all directors
-------------------------------------
may participate in a meeting of the Board of Directors or of a committee of the
Board of Directors through the use of any means of communication by which all
directors participating may simultaneously hear each other during the meeting.
A director participating in a meeting by this means is deemed to be present in
person at the meeting.
SECTION 11. Action by Directors Without a Meeting. Unless the Articles of
-------------------------------------
Incorporation or these Bylaws provide otherwise, any action required or
permitted to be taken at any meeting of the Board of Directors or any action
that may be taken at a meeting of a committee of Board of Directors may be taken
without a meeting if the action is taken by all the members of the Board of
Directors (or of the committee as the case may be). The action must be evidenced
by one or more written consents describing the action taken, signed by each
director (or each director serving on the committee, as the case may be), and
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.
SECTION 12. 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 such compensation 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, if any, which shall be paid to its members for
attendance at any meeting of the Board or any committee thereof. A director may
also serve the Corporation in a capacity other than that of director and receive
compensation, as determined by the Board of Directors, for services rendered in
such other capacity.
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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; or (5)
the approval of a plan of merger or consolidation, the sale, lease, exchange or
other disposition of all or substantially all the property and assets of the
Corporation, or 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, facsimile 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, facsimile or
cablegram from a member). Attendance of a member 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 member states, at the beginning of the meeting
(or promptly upon his arrival), 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
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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; or (5) the approval of a plan of merger or
consolidation, the sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Corporation, or a voluntary
dissolution of the Corporation or a revocation thereof. The provisions of
Section 2 of Article III as to the Executive Committee and its deliberations
shall be applicable to any such other committee of the Board of Directors.
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. In
addition to the authority of the Board of Directors set forth in this Section 1,
the Chief Executive Officer shall have the authority to appoint one or more Vice
Presidents, none of whom may be designated an Executive Vice President, Senior
Vice President or Group Vice President (a "CEO Appointed Office"). Individuals
appointed to CEO Appointed Offices by the Chief Executive Officer shall be
officers of the Corporation as fully as if elected by the Board of Directors.
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 may be removed at any time,
-------------------
either with or without cause, by the Board of Directors at any meeting. Any
officer holding a CEO Appointed Office, whether elected to such office by the
Board or appointed by the Chief Executive Officer, may be removed at any time,
either with or without cause, by the Chief Executive Officer, except for such
individuals holding CEO Appointed Offices who also hold any of the titles of
Controller, Treasurer or Secretary.
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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. If a vacancy occurs in any CEO Appointed Office, the Chief Executive
Officer may appoint 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 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 have such
---------------
powers and duties 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.
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.
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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 depositories 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 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. Designated Positions and Titles. The Chief Executive Officer
-------------------------------
may, from time to time, designate employees ("Designated Employees") to serve in
such designated capacities for the Corporation and to hold such nominal titles
(such as a designated officer of a group, division or of another area of the
business affairs of the Corporation) as the Chief Executive Officer may deem
appropriate. No individual designated pursuant to this Section 17 shall, by
reason of such designation, become an officer of the Corporation. Each
Designated Employee shall perform such duties and shall have such authority as
shall be delegated to him from time to time by the Chief Executive Officer. Any
title granted to any Designated Employee pursuant to this Section 17 may be
withdrawn, with or without cause, at any time by the Chief Executive Officer,
and any duty or authority delegated to any Designated Employee pursuant to this
Section 17 may be withdrawn, with or without cause, at any time by the Chief
Executive Officer.
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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 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 I 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.
(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,
-12-
<PAGE>
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 contenders 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 I 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, employee or agent of the Corporation or of any other corporation
referred to in Section I 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. Direct Registration of Shares. The Corporation may, with the
-----------------------------
Board of Directors' approval, participate in a direct registration system
approved by the Securities and Exchange Commission and by the New York Stock
Exchange or any securities exchange on which the stock of the Corporation may
from time to time be traded, whereby shares of capital stock of the Corporation
may be registered in the holder's name in uncertificated, book-entry form on the
books of the Corporation.
SECTION 2. Stock Certificates. Except in the case of shares represented
------------------
in book-entry form under a direct registration system contemplated in Section 1
of this Article VII, 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
-13-
<PAGE>
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 3. 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 4. Transfer of Stock. Except in the case of shares represented in
-----------------
book-entry form under a direct registration system contemplated in Section 1 of
this Article VII, 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.
SECTION 5. 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.
ARTICLE VIII
MISCELLANEOUS
SECTION 1. Inspection of Books and Records. The Board of Directors shall
-------------------------------
have power to determine which accounts, books and records of the Corporation
shall be opened to the inspection of shareholders, except those as may by law
specifically be made open to inspection, and shall have power to fix reasonable
rules and regulations not in conflict with the applicable law for the inspection
of accounts, books and records which by law or by determination of the Board of
Directors shall be open to inspection. Without the prior approval of the Board
of Directors in its discretion, the right of inspection set forth in Section 14-
2-1602(c) of the Georgia Business Corporation Code shall not be available to any
shareholder owning two percent or less of the shares outstanding.
SECTION 2. Fiscal Year. The fiscal year of the Corporation shall be the
-----------
calendar year.
-14-
<PAGE>
SECTION 3. 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 4. 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.
SECTION 5. Conflict with Articles of Incorporation. In the event that any
---------------------------------------
provision of these Bylaws conflicts with any provision of the Articles of
Incorporation, the Articles of Incorporation shall govern.
SECTION 6. 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, as may be in effect from time to time,
including any successor statutes, shall be applicable to any "business
combination" (as respectively defined in Parts 2 and 3 of such 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 the holders of a majority of the voting power of
the outstanding capital stock of the Corporation entitled to vote generally in
the election of directors, voting as a separate voting group.
The undersigned Secretary of Georgia-Pacific Corporation, a Georgia
corporation, hereby certifies that the foregoing is a true and complete copy of
the Bylaws of the said Corporation, as at present in full force and effect.
Witness the hand of the undersigned and the seal of the said Corporation
this _____ day of _____________, 1997.
_____________________________
-15-
<PAGE>
<TABLE>
<CAPTION>
INCORPORATED UNDER THE LAWS -------------------------
OF THE STATE OF GEORGIA
- ---------- -------------------------
GPC SHARES
NO.
- ---------- CUSIP 373298 10 8
SEE REVERSE FOR CERTAIN DEFINITIONS
<S> <C> <C>
GEORGIA-PACIFIC CORPORATION
GEORGIA-PACIFIC GROUP
This certifies that
[GEORGIA
PACIFIC
LOGO
APPEARS
HERE]
is the owner of
full paid and non-assessable share, of the par value of eighty cents each, of the common stock of
Georgia-Pacific Corporation transferable in person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the
Registrar.
Witness, the signatures of the duly authorized officers of the Corporation.
Dated
COUNTERSIGNED AND REGISTERED:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
TRANSFER AGENT GEORGIA-PACIFIC CORPORATION
AND REGISTRAR
BY
/s/ Kenneth Khoumy /s/ S. Farrell
------------------------ -----------------------
AUTHORIZED OFFICER SECRETARY CHAIRMAN
</TABLE>
<PAGE>
This certificate also evidences and entitles the holder thereof to
certain Rights as set forth in the Amended and Restated Rights Agreement between
Georgia-Pacific Corporation (the "Company") and First Chicago Trust Company of
New York (the "Rights Agent") dated as of December 16 1997 (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal office of the stock transfer
administration office of the Rights Agent. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. The Company
will mail to the holder of this certificate a copy of the Rights Agreement, as
in effect on the date of mailing, without charge promptly after receipt of a
written request therefor. Under certain circumstances set forth in the Rights
Agreement, Rights issued to, or held by, any Person who is, was or becomes an
Acquiring Person or any Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement), whether currently held by or on behalf of such
Person or by any subsequent holder, may become null and void.
GEORGIA-PACIFIC CORPORATION
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER OF THE CORPORATION UPON
REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF (A) THE DESIGNATIONS,
PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OF
STOCK OF THE CORPORATION AUTHORIZED TO BE ISSUED, (B) THE VARIATIONS IN THE
RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF PREFERRED
STOCK, WITHOUT PAR VALUE, OF THE CORPORATION SO FAR AS SUCH RIGHTS AND
PREFERENCES HAVE BEEN FIXED AND DETERMINED AND (C) THE AUTHORITY OF THE BOARD OF
DIRECTORS OF THE CORPORATION TO FIX AND DETERMINE THE RELATIVE RIGHTS AND
PREFERENCES OF SUBSEQUENT SERIES, SUCH REQUESTS MAY BE ADDRESSED TO THE TRANSFER
AGENT NAMED ON THE FACE OF THIS CERTIFICATE OR TO THE SECRETARY OF THE
CORPORATION IN ATLANTA, GEORGIA.
ALL SHARES OF COMMON STOCK, PAR VALUE EIGHTY CENTS PER SHARE, OF THE
CORPORATION ARE SUBORDINATE TO AUTHORIZED SHARES OF PREFERRED STOCK, WITHOUT PAR
VALUE, OF THE CORPORATION WITH RESPECT TO DIVIDENDS AND AMOUNTS PAYABLE ON
LIQUIDATION.
------------
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN --as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT-- Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
----------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
shares
- -------------------------------------------------------------------------
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
---------------------------------------------
Attorney
- -----------------------------------------------------------------------
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
-----------------------
----------------------------------------
NOTICE THE SIGNATURE OF THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER
-----------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN "ELIGIBLE GUARANTOR INSTITUTION" WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT TO
RULE 17Ad-15 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
-----------------------------------------
SIGNATURE(S) GUARANTEED BY:
-----------------------------------------
<PAGE>
<TABLE>
<CAPTION>
INCORPORATED UNDER THE LAWS -------------------------
OF THE STATE OF GEORGIA
- ---------- -------------------------
TG CUSIP 000000 00 0 SHARES
NO.
- ---------- SEE REVERSE FOR CERTAIN DEFINITIONS
<S> <C> <C>
GEORGIA-PACIFIC CORPORATION
TIMBER GROUP
This certifies that
[GEORGIA-
PACIFIC
(The Timber
Company)
LOGO is the owner of
APPEARS
HERE]
full paid and non-assessable shares, of the par value of eighty cents each, of the common stock of
Georgia-Pacific Corporation transferable in person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the
Registrar.
Witness, the signatures of the duly authorized officers of the Corporation.
Dated
COUNTERSIGNED AND REGISTERED:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
TRANSFER AGENT GEORGIA-PACIFIC CORPORATION
AND REGISTRAR
BY
/s/ Kenneth Khoury /s/ A. D. Correll
------------------------ -----------------------
AUTHORIZED OFFICER SECRETARY CHAIRMAN
</TABLE>
<PAGE>
This certificate also evidences and entitles the holder thereof to
certain Rights as set forth in the Amended and Restated Rights Agreement between
Georgia-Pacific Corporation (the "Company") and First Chicago Trust Company of
New York (the "Rights Agent") dated as of December 16, 1997 (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal office of the stock transfer
administration office of the Rights Agent. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. The Company
will mail to the holder of this certificate a copy of the Rights Agreement, as
in effect on the date of mailing, without charge promptly after receipt of a
written request therefor. Under certain circumstances set forth in the Rights
Agreement, Rights issued to, or held by, any Person who is, was or becomes an
Acquiring Person or any Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement), whether currently held by or on behalf of such
Person or by any subsequent holder, may become null and void.
GEORGIA-PACIFIC CORPORATION
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER OF THE CORPORATION UPON
REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF (A) THE DESIGNATIONS,
PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OF
STOCK OF THE CORPORATION AUTHORIZED TO BE ISSUED, (B) THE VARIATIONS IN THE
RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF PREFERRED
STOCK, WITHOUT PAR VALUE, OF THE CORPORATION SO FAR AS SUCH RIGHTS AND
PREFERENCES HAVE BEEN FIXED AND DETERMINED AND (C) THE AUTHORITY OF THE BOARD OF
DIRECTORS OF THE CORPORATION TO FIX AND DETERMINE THE RELATIVE RIGHTS AND
PREFERENCES OF SUBSEQUENT SERIES, SUCH REQUESTS MAY BE ADDRESSED TO THE TRANSFER
AGENT NAMED ON THE FACE OF THIS CERTIFICATE OR TO THE SECRETARY OF THE
CORPORATION IN ATLANTA, GEORGIA.
ALL SHARES OF COMMON STOCK, PAR VALUE EIGHTY CENTS PER SHARE, OF THE
CORPORATION ARE SUBORDINATE TO AUTHORIZED SHARES OF PREFERRED STOCK, WITHOUT PAR
VALUE, OF THE CORPORATION WITH RESPECT TO DIVIDENDS AND AMOUNTS PAYABLE ON
LIQUIDATION.
------------
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN --as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT-- Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
----------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
shares
- -------------------------------------------------------------------------
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
---------------------------------------------
Attorney
- -----------------------------------------------------------------------
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
-----------------------
----------------------------------------
NOTICE THE SIGNATURE OF THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER
-----------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN "ELIGIBLE GUARANTOR INSTITUTION" WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT TO
RULE 17Ad-15 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
-----------------------------------------
SIGNATURE(S) GUARANTEED BY:
-----------------------------------------
<PAGE>
EXHIBIT 8
- --------------------------------------------------------------------------------
GEORGIA-PACIFIC CORPORATION
and
FIRST CHICAGO TRUST COMPANY OF NEW YORK
Rights Agent
---------------
Amended and Restated
Rights Agreement
Dated as of December 16, 1997
- --------------------------------------------------------------------------------
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Section Page
- ------- ----
<C> <S> <C>
1 Certain Definitions.................................................. 2
2 Appointment of Rights Agent.......................................... 5
3 Issue of Rights Certificates......................................... 5
4 Form of Rights Certificates.......................................... 7
5 Countersignature and Registration.................................... 8
6 Transfer, Split Up, Combination and Exchange of Rights
Certificates; Mutilated, Destroyed, Lost or
Stolen Rights Certificates...................................... 8
7 Exercise of Rights; Purchase Price; Expiration Date
of Rights....................................................... 9
8 Cancellation and Destruction of Rights Certificates.................. 11
9 Reservation and Availability of Capital Stock........................ 11
10 Junior Preferred Stock Record Date................................... 12
11 Adjustment of Purchase Price, Number and Kind of Shares
or Number of Rights............................................. 13
12 Certificate of Adjusted Purchase Price or Number
of Shares....................................................... 23
13 Consolidation, Merger or Sale or Transfer of
Assets or Earning Power......................................... 23
14 Fractional Rights and Fractional Shares.............................. 26
15 Rights of Action..................................................... 27
16 Agreement of Rights Holders.......................................... 27
17 Rights Certificate Holder Not Deemed a Shareholder................... 28
18 Concerning the Rights Agent.......................................... 28
19 Merger or Consolidation or Change of Name of Rights Agent............ 28
20 Duties of Rights Agent............................................... 29
21 Change of Rights Agent............................................... 31
22 Issuance of New Rights Certificates.................................. 32
23 Termination.......................................................... 33
24 Notice of Certain Events............................................. 33
25 Notices.............................................................. 34
26 Supplements and Amendments........................................... 34
27 Successors........................................................... 35
28 Determinations and Actions by the Board of Directors, etc............ 35
29 Benefits of this Agreement........................................... 35
30 Severability......................................................... 36
31 Governing Law........................................................ 36
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Section Page
- ------- ----
<C> <S> <C>
32 Counterparts........................................................ 36
33 Descriptive Headings................................................ 36
34 Effectiveness....................................................... 36
</TABLE>
Exhibit A-1 -- Form of G-P Rights Certificate
Exhibit A-2 -- Form of Timber Rights Certificate
Exhibit B-1 -- Series B Preferred Stock Designation
Exhibit B-2 -- Series C Preferred Stock Designation
-ii-
<PAGE>
AMENDED AND RESTATED RIGHTS AGREEMENT
-------------------------------------
This AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of December 16, 1997
between Georgia-Pacific Corporation, a Georgia corporation (the "Company"), and
First Chicago Trust Company of New York, a New York corporation (the "Rights
Agent").
WHEREAS, on July 31, 1989 (the "Original Rights Dividend Declaration
Date"), the Board of Directors of the Company adopted a Shareholder Rights Plan
governed by the terms of a Rights Agreement (the "Original Agreement") and
authorized and declared a distribution of one preferred share purchase right (an
"Original Right") for each share of common stock, par value $.80 per share, of
the Company (the "Existing Common Stock") outstanding at the Close of Business
on August 10, 1989 (the "Original Record Date"), and authorized the issuance of
one Original Right for each share of Existing Common Stock issued between the
Record Date and the date hereof;
WHEREAS, on December 16, 1997, the shareholders of the Company approved
certain amendments to the Company's Restated Articles of Incorporation (as so
amended, the "Restated Articles") authorizing the issuance of Georgia-Pacific
Corporation--Timber Group Common Stock, $.80 par value per share (the "Timber
Stock") as a new series of common stock and redesignating (the "Redesignation")
each authorized share of Existing Common Stock as one share of Georgia-Pacific
Corporation--Georgia-Pacific Group Common Stock, $.80 par value per share (the
"G-P Stock") (shares of Timber Stock and/or G-P Stock, or any other shares of
capital stock of the Company into which Timber Stock or G-P Stock shall be
reclassified or changed, are referred to herein as the "Company Common Stock");
WHEREAS, on September 17, 1997, the Board of Directors of the Company
adopted amendments to the Original Agreement (as so amended, the "Agreement")
and, conditioned upon and simultaneously with (i) the Redesignation and (ii) the
distribution of Timber Stock to holders of shares of G-P Stock on December 16,
1997 (the "Effective Date"), redesignated each Original Right as a G-P Right and
authorized and declared a distribution of one Timber Right for each share of
Timber Stock;
WHEREAS, each G-P Right, as so redesignated, will represent the right to
purchase a Unit of a share of Series B Junior Preferred Stock, no par value per
share (the "Series B Preferred Shares") having the rights and preferences set
forth in Exhibit B-1 hereto, and each Timber Right will represent the right to
purchase a Unit of a share of Series C Junior Preferred Stock, no par value per
share (the "Series C Preferred Shares"), of the Company having the rights and
preferences set forth in Exhibit B-2 hereof, in each such case upon the terms
and subject to conditions herein set forth.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
<PAGE>
Section 1. Certain Definitions. For purposes of this Agreement, the
-------------------
following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan maintained by the Company
or any of its Subsidiaries or any trustee or fiduciary with respect to such plan
acting in such capacity) which shall be the Beneficial Owner of 15% or more of
the total Voting Rights of all of the shares of Company Common Stock then
outstanding.
(b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in
effect on the date hereof.
(c) A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "beneficially own", any securities:
(i) of which such Person or any of such Person's Affiliates or
Associates is considered to be a "beneficial owner" under Rule 13d-3 of the
General Rules and Regulations under the Exchange Act (the "Exchange Act
Regulations") as in effect on the date hereof; provided, however, that a
-------- -------
Person shall not be deemed the "Beneficial Owner" of, or to "beneficially
own", any securities under this subparagraph (i) as a result of an
agreement, arrangement or understanding to vote such securities if such
agreement, arrangement or understanding (A) arises solely from a revocable
proxy given in response to a proxy or consent solicitation made pursuant
to, and in accordance with, the applicable provisions of the Exchange Act
and the Exchange Act Regulations, and (B) is not reportable by such Person
on Schedule 13D under the Exchange Act (or any comparable or successor
report);
(ii) which are beneficially owned, directly or indirectly, by any
other Person (or any Affiliate or Associate of such other Person) with
which such Person (or any of such Person's Affiliates or Associates) has
any agreement, arrangement or understanding (whether or not in writing),
for the purpose of acquiring, holding, voting (except pursuant to a
revocable proxy as described in the proviso to subparagraph (i) of this
paragraph (c)) or disposing of such securities; or
(iii) which such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to acquire (whether such
right is exercisable immediately or only after the passage of time or upon
the satisfaction of conditions) pursuant to any agreement, arrangement or
understanding (whether or not in writing) or upon the exercise of
conversion rights, exchange rights, rights, warrants or options, or
otherwise; provided, however, that under this paragraph (c) a Person shall
-------- -------
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<PAGE>
not be deemed the "Beneficial Owner" of, or to "beneficially own", (A)
securities tendered pursuant to a tender or exchange offer made in
accordance with Exchange Act Regulations by such Person or any of such
Person's Affiliates or Associates until such tendered securities are
accepted for purchase or exchange, (B) securities that may be issued upon
exercise of Rights at any time prior to the occurrence of a Triggering
Event, or (C) securities that may be issued upon exercise of Rights from
and after the occurrence of a Triggering Event, which Rights were acquired
by such Person or any of such Person's Affiliates or Associates prior to
the Distribution Date or pursuant to Section 3(c) or Section 22 hereof (the
"First Rights") or pursuant to Section 11(i) hereof in connection with an
adjustment made with respect to any First Rights.
(d) "Business Day" shall mean any day other than a Saturday, Sunday or a
day on which banking institutions in New York City are authorized or obligated
by law or executive order to close.
(e) "Close of Business" on any given date shall mean 5:00 P.M., New York
City time, on such date; provided, however, that if such date is not a Business
-------- -------
Day it shall mean 5:00 P.M., New York City time, on the next succeeding Business
Day.
(f) "Common Stock" of any Person other than the Company shall mean the
capital stock of such Person with the greatest voting power, or, if such Person
shall have no capital stock, the equity securities or other equity interest
having power to control or direct the management of such Person.
(g) "Company Common Stock" has the meaning set forth in the second Whereas
Clause.
(h) "Distribution Date" has the meaning set forth in Section 3(a).
(i) "Effective Date" has the meaning set forth in the third Whereas
Clause.
(j) "Expiration Date" has the meaning set forth in Section 7(a).
(k) "G-P Right" has the meaning set forth in the fourth Whereas Clause.
(l) "G-P Stock" has the meaning set forth in the second Whereas Clause.
(m) "Independent Director" shall mean a member of the Board of Directors
of the Company who is not, and has never been, an officer or employee of the
Company, who is not an Acquiring Person or an Affiliate or Associate of an
Acquiring Person or a representative or nominee of an Acquiring Person or of any
such Affiliate or Associate, and who either (i) was a member of the Board of
Directors of the Company prior to the date hereof or (ii) subsequently becomes a
director of the Company and whose election or nomination for election is
approved or recommended by a vote of a majority of the Board
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<PAGE>
of Directors of the Company, which majority includes a majority of the
Independent Directors then on the Board of Directors.
(n) "Junior Preferred Stock" shall mean the Series B Preferred Shares
and/or the Series C Preferred Shares of the Company, as the context requires,
having the voting powers, designation, preferences and relative, participating,
optional or other special rights and qualifications, limitations and
restrictions described in Exhibits B-1 and B-2 hereto.
(o) "Original Record Date" has the meaning set forth in the first Whereas
Clause.
(p) "Original Rights Dividend Declaration Date" has the meaning set forth
in the first Whereas Clause.
(q) "Person" shall mean any individual, partnership, firm, corporation,
association, trust, unincorporated organization or other entity, as well as any
syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange
Act.
(r) "Purchase Price" has the meaning set forth in Section 7(b).
(s) "Rights" shall mean G-P Rights and/or Timber Rights, as the context
requires.
(t) "Rights Certificates" has the meaning set forth in Section 3(a).
(u) "Section 11(a)(ii) Event" shall mean any event described in Section
11(a)(ii)(A), (B) or (C) hereof.
(v) "Section 13 Event" shall mean any event described in clause (x), (y)
or (z) of Section 13(a) hereof.
(w) "Series B Preferred Shares" has the meaning set forth in the fourth
Whereas Clause.
(x) "Series C Preferred Shares" has the meaning set forth in the fourth
Whereas Clause.
(y) "Series B Purchase Price" has the meaning set forth in Section 7(b).
(z) "Series C Purchase Price" has the meaning set forth in Section 7(b).
(aa) "Stock Acquisition Date" shall mean the first date of public
announcement (including, without limitation, the filing of any report pursuant
to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that
an Acquiring Person has become such.
(bb) "Subsidiary" shall mean, with reference to any Person, any other
Person of which an amount of voting securities or equity interests sufficient to
elect at least a
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<PAGE>
majority of the directors or equivalent governing body of such other Person is
beneficially owned, directly or indirectly, by such Person, or otherwise
controlled by such first-mentioned Person.
(cc) "Timber Rights" has the meaning set forth in the fourth Whereas
Clause.
(dd) "Timber Stock" has the meaning set forth in the second Whereas
Clause.
(ee) "Triggering Event" shall mean any Section 11(a)(ii) Event or any
Section 13 Event.
(ff) "Unit" has the meaning set forth in Section 7(b).
(gg) "Voting Rights" when used with reference to the capital stock of, or
units of equity interest in, any Person shall mean the number of votes entitled
to be cast generally in the election of directors of such Person (if such Person
is a corporation) or to participate in the management and control of such Person
(if such Person is not a corporation).
Section 2. Appointment of Rights Agent. The Company hereby appoints the
---------------------------
Rights Agent to act as agent for the Company in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such appointment. With
the consent of the Rights Agent, the Company may from time to time appoint such
Co-Rights Agents as it may deem necessary or desirable.
Section 3. Issue of Rights Certificates. (a) Until the earlier of (i) the
----------------------------
Close of Business on the tenth day after the Stock Acquisition Date, and (ii)
the Close of Business on the tenth business day after the date that a tender or
exchange offer by any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan maintained by the Company or any of its
Subsidiaries or any trustee or fiduciary with respect to such plan acting in
such capacity) is first published or sent or given within the meaning of Rule
14d-4(a) of the Exchange Act Regulations or any successor rule, if upon
consummation thereof such Person would be the Beneficial Owner of shares of
Company Common Stock representing 15% or more of the total Voting Rights of all
the shares of Company Common Stock then outstanding (the earlier of (i) and (ii)
above being the "Distribution Date"), (x) the Rights will be evidenced (subject
to the provisions of paragraph (b) of this Section 3) by the certificates for
shares of Company Common Stock registered in the names of the holders of shares
of Company Common Stock as of and subsequent to the Effective Date (which
certificates for shares of Company Common Stock shall be deemed also to be
certificates for Rights) and not by separate certificates, and (y) the Rights
will be transferable only in connection with the transfer of the underlying
shares of Company Common Stock (including a transfer to the Company). As soon
as practicable after the Distribution Date, the Rights Agent will send by first-
class, insured, postage prepaid mail, to each record holder of shares of Company
Common Stock as of the Close of Business on the Distribution Date, at the
address of such holder shown on the records of the Company, one or more rights
certificates, in substantially the form of Exhibit A-1 hereto (in the case of a
G-P Right) or Exhibit A-2 hereto (in the case of a Timber Right) (the "Rights
Certificates"), evidencing one Right for each share of
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<PAGE>
Company Common Stock so held, subject to adjustment as provided herein. In the
event that an adjustment in the number of Rights per share of Company Common
Stock has been made pursuant to Section 11(p) hereof, at the time of
distribution of the Rights Certificates, the Company may make the necessary and
appropriate rounding adjustments (in accordance with Section 14(a) hereof) so
that Rights Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights. As of and after
the Distribution Date, the Rights will be evidenced solely by such Rights
Certificates.
(b) As promptly as practicable following the Original Record Date, the
Company sent a copy of a Summary of Rights to Purchase Junior Preferred Stock in
substantially the form which was attached as Exhibit B to the Original Agreement
and which may be appended to certificates that represent shares of Company
Common Stock (the "Summary of Rights"), by first-class, postage prepaid mail, to
each record holder of Existing Common Stock as of the Close of Business on the
Original Record Date, at the address of such holder shown on the records of the
Company.
(c) Rights shall, without any further action, be issued in respect of all
shares of Company Common Stock which are issued (including any shares of Company
Common Stock held in treasury) after the Effective Date but prior to the earlier
of the Distribution Date and the Expiration Date. Certificates, representing
such shares of Company Common Stock, issued after the Effective Date shall bear
the following legend:
"This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the Amended and Restated Rights Agreement between
Georgia-Pacific Corporation (the "Company") and First Chicago Trust Company
of New York (the "Rights Agent") dated as of December 16, 1997 (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference
and a copy of which is on file at the principal office of the stock
transfer administration office of the Rights Agent. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. The Company will mail to the holder of this certificate a
copy of the Rights Agreement, as in effect on the date of mailing, without
charge promptly after receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights issued to, or held
by, any Person who is, was or becomes an Acquiring Person or any Affiliate
or Associate thereof (as such terms are defined in the Rights Agreement),
whether currently held by or on behalf of such Person or by any subsequent
holder, may become null and void."
With respect to certificates representing shares of Company Common Stock
(whether or not such certificates include the foregoing legend or have appended
to them the Summary of Rights), until the earlier of the Distribution Date and
the Expiration Date, the Rights associated with the shares of Company Common
Stock represented by such certificates shall be evidenced by such certificates
alone and registered holders of the shares of
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<PAGE>
Company Common Stock shall also be the registered holders of the associated
Rights, and the transfer of any of such certificates shall also constitute the
transfer of the Rights associated with the shares of Company Common Stock
represented by such certificates.
Section 4. Form of Rights Certificate. (a) The Rights Certificates (and
--------------------------
the forms of election to purchase, assignment and certificate to be printed on
the reverse thereof) shall each be substantially in the form set forth in
Exhibit A-1 hereto (in the case of a G-P Right) or Exhibit A-2 (in the case of a
Timber Right) and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or any rule or
regulation thereunder or with any rule or regulation of any stock exchange on
which the Rights may from time to time be listed or to conform to usage. Subject
to the provisions of Section 11 and Section 22 hereof, the Rights Certificates,
whenever distributed, shall be dated as of the Distribution Date and on their
face shall entitle the holders thereof to purchase such number of Units of
Junior Preferred Stock as shall be set forth therein at the price set forth
therein, but the amount and type of securities, cash or other assets that may be
acquired upon the exercise of each Right and the Purchase Price thereof shall be
subject to adjustment as provided herein.
(b) Any Rights Certificate issued pursuant hereto that represents Rights
beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of
an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) which becomes a transferee after the Acquiring Person
becomes such, or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) which becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and which receives such Rights pursuant to
either (A) a transfer (whether or not for consideration) from the Acquiring
Person (or any such Associate or Affiliate) to holders of equity interests in
such Acquiring Person (or such Associate or Affiliate) or to any Person with
whom such Acquiring Person (or such Associate or Affiliate) has any continuing
agreement, arrangement or understanding regarding either the transferred Rights,
shares of Company Common Stock or the Company or (B) a transfer which a majority
of the Independent Directors has determined to be part of a plan, arrangement or
understanding which has as a primary purpose or effect the avoidance of Section
7(e) hereof shall, upon the written direction of a majority of the Independent
Directors, contain (to the extent feasible), the following legend:
The Rights represented by this Rights Certificate are or were beneficially
owned by a Person who was or became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person (as such terms are defined in the Rights
Agreement). Accordingly, this Rights Certificate and the Rights
represented hereby may become null and void in the circumstances specified
in Section 7(e) of such Agreement.
Section 5. Countersignature and Registration. (a) Rights Certificates
---------------------------------
shall be executed on behalf of the Company by its Chairman of the Board, its
President or one of
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<PAGE>
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Rights Certificates may be manual or facsimile. Rights
Certificates bearing the manual or facsimile signatures of the individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the countersignature of such Rights Certificates or did not
hold such offices at the date of such Rights Certificates. No Rights Certificate
shall be entitled to any benefit under this Agreement or be valid for any
purpose unless there appears on such Rights Certificate a countersignature duly
executed by the Rights Agent by manual signature of an authorized officer, and
such countersignature upon any Rights Certificate shall be conclusive evidence,
and the only evidence, that such Rights Certificate has been duly countersigned
as required hereunder.
(b) Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at its office designated for surrender of Rights Certificates upon
exercise or transfer, books for registration and transfer of the Rights
Certificates issued hereunder. Such books shall show the name and address of
each holder of the Rights Certificates, the number of Rights evidenced on its
face by each Rights Certificate and the date of each Rights Certificate.
Section 6. Transfer, Split Up, Combination and Exchange of Rights
------------------------------------------------------
Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates. (a)
- ----------------------------------------------------------------------
Subject to the provisions of Sections 4(b), 7(e) and 14 hereof, at any time
after the Close of Business on the Distribution Date, and at or prior to the
Close of Business on the Expiration Date, any Rights Certificate or Certificates
may be transferred, split up, combined or exchanged for another Rights
Certificate or Certificates, entitling the registered holder to purchase a like
number of Units of Junior Preferred Stock (or, following a Triggering Event,
other securities, cash or other assets, as the case may be) as the Rights
Certificate or Certificates surrendered then entitled such holder to purchase.
Any registered holder desiring to transfer, split up, combine or exchange any
Rights Certificate or Certificates shall make such request in writing delivered
to the Rights Agent, and shall surrender the Rights Certificate or Certificates
to be transferred, split up, combined or exchanged at the office of the Rights
Agent designated for such purpose. Neither the Rights Agent nor the Company
shall be obligated to take any action whatsoever with respect to the transfer of
any such surrendered Rights Certificate until the registered holder shall have
completed and executed the certificate set forth in the form of assignment on
the reverse side of such Rights Certificate and shall have provided such
additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) of the Rights represented by such Rights Certificate or
Affiliates or Associates thereof as the Company shall reasonably request;
whereupon the Rights Agent shall, subject to the provisions of Section 4(b),
Section 7(e) and Section 14 hereof, countersign and deliver to the Person
entitled thereto a Rights Certificate or Rights Certificates, as the case may
be, as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Rights Certificates.
-8-
<PAGE>
(b) If a Rights Certificate shall be mutilated, lost, stolen or destroyed,
upon request by the registered holder of the Rights represented thereby and upon
payment to the Company and the Rights Agent of all reasonable expenses incident
thereto, there shall be issued, in exchange for and upon cancellation of the
mutilated Rights Certificate, or in substitution for the lost, stolen or
destroyed Rights Certificate, a new Rights Certificate, in substantially the
form of the prior Rights Certificate, of like tenor and representing the
equivalent number of Rights, but, in the case of loss, theft or destruction,
only upon receipt of evidence satisfactory to the Company and the Rights Agent
of such loss, theft or destruction of such Rights Certificate and, if requested
by the Company or the Rights Agent, indemnity also satisfactory to it.
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
-------------------------------------------------------------
(a) Prior to the earlier of (i) the Close of Business on December 31, 2007 (the
"Final Expiration Date"), or (ii) the time at which the Rights are terminated as
provided in Section 23 hereof (the earlier of (i) and (ii) being the "Expiration
Date"), the registered holder of any Rights Certificate may, subject to the
provisions of Sections 7(e) and 9(c) hereof, exercise the Rights evidenced
thereby in whole or in part at any time after the Distribution Date upon
surrender of the Rights Certificate, with the form of election to purchase and
the certificate on the reverse side thereof duly executed, to the Rights Agent
at the office of the Rights Agent designated for such purpose, together with
payment of the aggregate Purchase Price (as hereinafter defined) for the number
of Units of Junior Preferred Stock (or, following a Triggering Event, other
securities, cash or other assets, as the case may be) for which such surrendered
Rights are then exercisable.
(b) The purchase price for each one one-hundredth of a share of Series B
Preferred Shares upon exercise of a G-P Right shall be $350.00 (as adjusted from
time to time as provided in Sections 11 and 13(a) hereof (the "Series B Purchase
Price"). The purchase price for each one one-hundredth of a share of Series C
Preferred Shares upon exercise of a Timber Right shall be $100.00 (as adjusted
from time to time as provided in Sections 11 and 13(a) hereof, the "Series C
Purchase Price"). The Series B Purchase Price and the Series C Purchase Price
shall be subject to adjustment from time to time as provided in Sections 11 and
13(a) hereof and shall be payable in accordance with paragraph (c) below. Each
one one-hundredth of a share of Series B Preferred Shares and Series C Preferred
Shares shall be referred to herein as a Unit. References in this Agreement to
the "Purchase Price" shall mean the Series B Purchase Price and/or the Series C
Purchase Price, as the context requires.
(c) As promptly as practicable following the Distribution Date, the
Company shall deposit with a corporation in good standing organized under the
laws of the United States or any State of the United States, which is authorized
under such laws to exercise corporate trust or stock transfer powers and is
subject to supervision or examination by federal or state authority (such
institution being the "Depositary Agent") certificates representing the shares
of Junior Preferred Stock that may be acquired upon exercise of the Rights and
shall cause such Depositary Agent to enter into an agreement pursuant to which
the Depositary Agent shall issue receipts representing interests in the shares
of Junior Preferred Stock so deposited. Upon receipt of a Rights Certificate
representing
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<PAGE>
exercisable Rights, with the form of election to purchase and the certificate
duly executed, accompanied by payment, with respect to each Right so exercised,
of the Purchase Price for the Units of Junior Preferred Stock (or, following a
Triggering Event, other securities, cash or other assets, as the case may be) to
be purchased thereby as set forth below and an amount equal to any applicable
transfer tax or evidence satisfactory to the Company of payment of such tax, the
Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i)
requisition from the Depositary Agent depositary receipts representing such
number of Units of Junior Preferred Stock as are to be purchased and the Company
will direct the Depositary Agent to comply with such request, (ii) requisition
from the Company the amount of cash, if any, to be paid in lieu of fractional
shares in accordance with Section 14 hereof, (iii) after receipt of such
depositary receipts, cause the same to be delivered to or upon the order of the
registered holder of such Rights Certificate, registered in such name or names
as may be designated by such holder, and (iv) after receipt thereof, deliver
such cash, if any, to or upon the order of the registered holder of such Rights
Certificate. In the event that the Company is obligated to issue Company Common
Stock, other securities of the Company, pay cash and/or distribute other
property pursuant to Section 11(a) hereof, the Company will make all
arrangements necessary so that such Company Common Stock, other securities, cash
and/or other property are available for distribution by the Rights Agent, if and
when appropriate. The payment of the Purchase Price (as such amount may be
reduced pursuant to Section 11(a)(iii) hereof) may be made in cash or by
certified or bank check or money order payable to the order of the Company.
(d) In case the registered holder of any Rights Certificate shall exercise
less than all the Rights evidenced thereby, a new Rights Certificate evidencing
the Rights remaining unexercised shall be issued by the Rights Agent and
delivered to, or upon the order of, the registered holder of such Rights
Certificate, registered in such name or names as may be designated by such
holder, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, from and
after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially
owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring
Person, (ii) a transferee of an Acquiring Person (or of any such Associate or
Affiliate) which becomes a transferee after the Acquiring Person becomes such,
or (iii) a transferee of an Acquiring Person (or of any such Associate or
Affiliate) which becomes a transferee prior to or concurrently with the
Acquiring Person becoming such and which receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person (or
any such Associate or Affiliate) to holders of equity interests in such
Acquiring Person (or any such Associate or Affiliate) or to any Person with whom
the Acquiring Person (or such Associate or Affiliate) has any continuing
agreement, arrangement or understanding regarding the transferred Rights, shares
of Company Common Stock or the Company or (B) a transfer which a majority of the
Independent Directors has determined to be part of a plan, arrangement or
understanding which has as a primary purpose or effect the avoidance of this
Section 7(e), shall be null and void without any further action, and no holder
of such Rights shall have any rights whatsoever with respect to such Rights,
whether under any provision of this Agreement or otherwise. The Company shall
use all
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<PAGE>
reasonable efforts to ensure that the provisions of this Section 7(e) and
Section 4(b) hereof are complied with, but shall have no liability to any holder
of Rights or any other Person as a result of its failure to make any
determination under this Section 7(e) or such Section 4(b) with respect to an
Acquiring Person or its Affiliates, Associates or transferees.
(f) Notwithstanding anything in this Agreement or any Rights Certificate
to the contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to a registered holder upon the occurrence of
any purported exercise by such registered holder unless such registered holder
shall have (i) completed and executed the certificate following the form of
election to purchase set forth on the reverse side of the Rights Certificate
surrendered for such exercise, and (ii) provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) of the Rights
represented by such Rights Certificate or Affiliates or Associates thereof as
the Company shall reasonably request.
Section 8. Cancellation and Destruction of Rights Certificates. All
---------------------------------------------------
Rights Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights
Certificates shall be issued in lieu thereof except as expressly permitted by
this Agreement. The Company shall deliver to the Rights Agent for cancellation
and retirement, and the Rights Agent shall so cancel and retire, any Rights
Certificates acquired by the Company otherwise than upon the exercise thereof.
The Rights Agent shall deliver all cancelled Rights Certificates to the Company,
or shall, at the written request of the Company, destroy such cancelled Rights
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.
Section 9. Reservation and Availability of Capital Stock. (a) The Company
---------------------------------------------
shall at all times prior to the Expiration Date cause to be reserved and kept
available out of its authorized and unissued shares of Junior Preferred Stock,
the number of shares of Junior Preferred Stock that, as provided in this
Agreement, will be sufficient to permit the exercise in full of all outstanding
Rights. Upon the occurrence of any events resulting in an increase in the
aggregate number of shares of Junior Preferred Stock (or other equity securities
of the Company) issuable upon exercise of all outstanding Rights above the
number then reserved, the Company shall make appropriate increases in the number
of shares so reserved.
(b) So long as the shares of Junior Preferred Stock to be issued and
delivered upon the exercise of the Rights may be listed on any national
securities exchange, the Company shall during the period from the Distribution
Date through the Expiration Date use its best efforts to cause all securities
reserved for such issuance to be listed on such exchange upon official notice of
issuance upon such exercise.
(c) The Company shall use its best efforts (i) as soon as practicable
following the occurrence of a Section 11(a)(ii) Event and a determination by the
Company in
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<PAGE>
accordance with Section 11(a)(iii) hereof of the consideration to be
delivered by the Company upon exercise of the Rights or, if so required by law,
as soon as practicable following the Distribution Date (such date being the
"Registration Date"), to file a registration statement on an appropriate form
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the securities that may be acquired upon exercise of the Rights (the
"Registration Statement"), (ii) to cause the Registration Statement to become
effective as soon as practicable after such filing, (iii) to cause the
Registration Statement to continue to be effective (and to include a prospectus
complying with the requirements of the Securities Act) until the earlier of (A)
the date as of which the Rights are no longer exercisable for the securities
covered by the Registration Statement and (B) the Expiration Date and (iv) to
take as soon as practicable following the Registration Date such action as may
be required to ensure that any acquisition of securities upon exercise of the
Rights complies with any applicable state securities or "blue sky" laws.
(d) The Company shall take such action as may be necessary to ensure that
all shares of Junior Preferred Stock (and, following the occurrence of a
Triggering Event, any other securities that may be delivered upon exercise of
Rights) shall be, at the time of delivery of the certificates or depositary
receipts for such securities, duly and validly authorized and issued and fully
paid and non-assessable.
(e) The Company shall pay any documentary, stamp or transfer tax imposed in
connection with the issuance or delivery of the Rights Certificates or upon the
exercise of Rights; provided, however, the Company shall not be required to pay
-------- -------
any such tax imposed in connection with the issuance or delivery of Units of
Junior Preferred Stock, or any certificates or depositary receipts for such
Units of Junior Preferred Stock (or, following the occurrence of a Triggering
Event, any other securities, cash or assets, as the case may be) to any person
other than the registered holder of the Rights Certificates evidencing the
Rights surrendered for exercise. The Company shall not be required to issue or
deliver any certificates or depositary receipts for Units of Junior Preferred
Stock (or, following the occurrence of a Triggering Event, any other securities,
cash or assets, as the case may be) to, or in a name other than that of, the
registered holder upon the exercise of any Rights until any such tax shall have
been paid (any such tax being payable by the holder of such Rights Certificate
at the time of surrender) or until it has been established to the Company's
satisfaction that no such tax is due.
Section 10. Junior Preferred Stock Record Date. Each Person in whose name
----------------------------------
any certificate for Units of Junior Preferred Stock (or, following the
occurrence of a Triggering Event, other securities) is issued upon the exercise
of Rights shall for all purposes be deemed to have become the holder of record
of the Units of Junior Preferred Stock (or, following the occurrence of a
Triggering Event, other securities) represented thereby on, and such certificate
shall be dated, the date upon which the Rights Certificate evidencing such
Rights was duly surrendered and payment of the Purchase Price (and any
applicable transfer taxes) was made; provided, however, that if the date of such
-------- -------
surrender and payment is a date upon which the Junior Preferred Stock (or,
following the occurrence of a Triggering Event, other securities) transfer books
of the Company are
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<PAGE>
closed, such Person shall be deemed to have become the record holder of such
securities on, and such certificate shall be dated, the next succeeding Business
Day on which the Junior Preferred Stock (or, following the occurrence of a
Triggering Event, other securities) transfer books of the Company are open and,
further provided, however, that if delivery of Units of Junior Preferred Stock
- ------- -------- -------
is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have
become the record holders of such Units of Junior Preferred Stock only when such
Units first become deliverable. Prior to the exercise of the Rights evidenced
thereby, the holder of a Rights Certificate shall not be entitled to any rights
of a shareholder of the Company with respect to securities for which the Rights
shall be exercisable, including, without limitation, the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the
Company, except as provided herein.
Section 11. Adjustment of Purchase Price, Number and Kind of Shares or
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Number of Rights. The Purchase Price, the number and kind of securities covered
- ----------------
by each Right and the number of Rights outstanding are subject to adjustment
from time to time as provided in this Section 11.
(a) (i) In the event the Company shall at any time after the
date of this Agreement (A) declare a dividend on the Junior Preferred Stock
payable in shares of Junior Preferred Stock, (B) subdivide the outstanding
Junior Preferred Stock, (C) combine the outstanding Junior Preferred Stock
into a smaller number of shares, or (D) issue any shares of its capital
stock in a reclassification of the Junior Preferred Stock (including any
such reclassification in connection with a consolidation or merger in which
the Company is the continuing or surviving corporation), except as
otherwise provided in this Section 11(a), the Purchase Price in effect at
the time of the record date for such dividend or of the effective date of
such subdivision, combination or reclassification, and the number and kind
of shares of Junior Preferred Stock or capital stock, as the case may be,
issuable on such date upon exercise of the Rights, shall be proportionately
adjusted so that the holder of any Right exercised after such time shall be
entitled to receive, upon payment of the Purchase Price then in effect, the
aggregate number and kind of shares of Junior Preferred Stock or capital
stock, as the case may be, which, if such Right had been exercised
immediately prior to such date, such holder would have owned upon such
exercise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification. If an event occurs which
would require an adjustment under both this Section 11(a)(i) and Section
11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i)
shall be in addition to, and shall be made prior to, any adjustment
required pursuant to Section 11(a)(ii) hereof.
(ii) In the event:
(A) any Acquiring Person or any Associate or Affiliate of
any Acquiring Person, at any time after the date of this Agreement,
directly or indirectly, (1) shall merge into the Company or
otherwise combine with the
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<PAGE>
Company and the Company shall be the continuing or surviving
corporation of such merger or combination and Company Common Stock
shall remain outstanding and unchanged, (2) shall, in one
transaction or a series of transactions, transfer any assets to the
Company or to any of its Subsidiaries in exchange (in whole or in
part) for shares of Company Common Stock, for other equity
securities of the Company or any such Subsidiary, or for securities
exercisable for or convertible into shares of equity securities of
the Company or any of its Subsidiaries (whether Company Common
Stock or otherwise) or otherwise obtain from the Company or any of
its Subsidiaries, with or without consideration, any additional
shares of such equity securities or securities exercisable for or
convertible into such equity securities (other than pursuant to a
pro rata distribution to all holders of Company Common Stock), (3)
shall sell, purchase, lease, exchange, mortgage, pledge, transfer
or otherwise acquire or dispose of, in one transaction or a series
of transactions, to, from or with (as the case may be) the Company
or any of its Subsidiaries or any employee benefit plan maintained
by the Company or any of its Subsidiaries or any trustee or
fiduciary with respect to such plan acting in such capacity, assets
(including securities) on terms and conditions less favorable to
the Company or such Subsidiary or plan than those that could have
been obtained in arm's-length negotiations with an unaffiliated
third party, other than pursuant to a transaction set forth in
Section 13(a) hereof, (4) shall sell, purchase, lease, exchange,
mortgage, pledge, transfer or otherwise acquire or dispose of, in
one transaction or a series of transactions, to, from or with the
Company or any of the Company's Subsidiaries or any employee
benefit plan maintained by the Company or any of its Subsidiaries
or any trustee or fiduciary with respect to such plan acting in
such capacity (other than transactions, if any, consistent with
those engaged in, as of the date hereof, by the Company and such
Acquiring Person or such Associate or Affiliate), assets (including
securities) having an aggregate fair market value of more than
$10,000,000, other than pursuant to a transaction set forth in
Section 13(a) hereof, (5) shall sell, purchase, lease, exchange,
mortgage, pledge, transfer or otherwise acquire or dispose of, in
one transaction or a series of transactions, to, from or with the
Company or any of its Subsidiaries or any employee benefit plan
maintained by the Company or any of its Subsidiaries or any trustee
or fiduciary with respect to such plan acting in such capacity, any
material trademark or material service mark, other than pursuant to
a transaction set forth in Section 13(a) hereof, (6) shall receive,
or any designee, agent or representative of such Acquiring Person
or any Affiliate or Associate of such Acquiring Person shall
receive, any compensation from the Company or any of its
Subsidiaries other than compensation for full-time employment as a
regular employee at rates in accordance with the Company's (or its
Subsidiaries') past practices, or (7) shall receive the benefit,
directly or indirectly (except proportionately as a holder of
Company Common Stock or as required by law or governmental
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<PAGE>
regulation), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantage
provided by the Company or any of its Subsidiaries or any employee
benefit plan maintained by the Company or any of its Subsidiaries
or any trustee or fiduciary with respect to such plan acting in
such capacity; or
(B) any Person (other than the Company, any Subsidiary of
the Company, any employee benefit plan maintained by the Company or
any of its Subsidiaries or any trustee or fiduciary with respect to
such plan acting in such capacity) shall become the Beneficial Owner
of shares of Company Common Stock representing 15% or more of the
total Voting Rights of all the shares of Company Common Stock then
outstanding, other than pursuant to any transaction set forth in
Section 13(a) hereof; or
(C) during such time as there is an Acquiring Person, there
shall be any reclassification of securities (including any reverse
stock split), or recapitalization of the Company, or any merger or
consolidation of the Company with any of its Subsidiaries or any other
transaction or series of transactions involving the Company or any of
its Subsidiaries, other than a transaction or transactions to which
the provisions of Section 13(a) apply (whether or not with or into or
otherwise involving an Acquiring Person), which has the effect,
directly or indirectly, of increasing by more than 1% the
proportionate share of the outstanding shares of any class of equity
securities of the Company or any of its Subsidiaries which is directly
or indirectly beneficially owned by any Acquiring Person or any
Associate or Affiliate of any Acquiring Person;
then, immediately upon the date of the occurrence of an event described in
----
Section 11(a)(ii)(A)-(C) hereof (a "Section 11(a)(ii) Event"), proper
provision shall be made so that each holder of a Right (except as provided
below and in Section 7(e) hereof) shall thereafter have the right to
receive, upon exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, in lieu of the number of Units
of Series B Preferred Shares or Series C Preferred Shares for which a
Right was exercisable immediately prior to the first occurrence of a
Section 11(a)(ii) Event, such number of Units of Series B Preferred Shares
or Series C Preferred Shares, as the case may be, as shall equal the result
obtained by (x) multiplying the then current Series B Purchase Price or
Series C Purchase Price, as the case may be, by the then number of Units of
Series B Preferred Shares or Series C Preferred Shares for which a Right
was exercisable immediately prior to the first occurrence of a Section
11(a)(ii) Event (such product thereafter being, for all purposes of this
Agreement other than Section 13 hereof, the "Purchase Price"), and (y)
dividing that product by 50% of the then current market price (determined
pursuant to Section 11(d) hereof) per Unit of Series B Preferred Shares or
Series C Preferred Shares, as the case may be, on the date of such first
occurrence (such Units of Series B Preferred Shares or Series C Preferred
Shares being the "Adjustment Shares").
-15-
<PAGE>
(iii) In the event that the number of shares of Junior Preferred
Stock which are authorized by the Company's Restated Articles but not
outstanding or reserved for issuance for purposes other than upon exercise
of the Rights is not sufficient to permit the exercise in full of the G-P
Rights or Timber Rights, as the case may be, in accordance with the
foregoing subparagraph (ii) of this Section 11(a), the Company, by the vote
of a majority of the Independent Directors, shall: (A) determine the excess
of (1) the value of the Adjustment Shares issuable upon the exercise of
each such Right (the "Current Value") over (2) the Purchase Price (such
excess being the "Spread"), and (B) with respect to each such Right, make
adequate provision to substitute for such Adjustment Shares, upon exercise
of such Rights and payment of the applicable Purchase Price, (1) cash, (2)
a reduction in the Purchase Price, (3) Company Common Stock or other equity
securities of the Company (including, without limitation, shares, or units
of shares, of preferred stock which the Board of Directors of the Company
has deemed to have the same value as Units of Series B Preferred Shares or
Units of Series C Preferred Shares, as the case may be (such other shares
being "preferred stock equivalents")), (4) debt securities of the Company,
(5) other assets, or (6) any combination of the foregoing, having an
aggregate value equal to the Current Value, where such aggregate value has
been determined by a majority of the Independent Directors, after receiving
advice from a nationally recognized investment banking firm; provided,
--------
however, that if the Company shall not have made adequate provision to
-------
deliver value pursuant to clause (B) above within thirty days following the
later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the
date on which the Company's right of termination pursuant to Section 23(a)
expires (the later of (x) and (y) being referred to herein as the "Section
11(a)(iii) Trigger Date"), then the Company shall be obligated to deliver,
upon the surrender for exercise of a Right and without requiring payment of
the Purchase Price, Units of Junior Preferred Stock (to the extent
available) and then, if necessary, cash, which Units of Junior Preferred
Stock and/or cash shall have an aggregate value equal to the Spread. To
the extent that the Company determines that some action need be taken
pursuant to the first sentence of this Section 11(a)(iii), the Company
shall provide, subject to Section 7(e) hereof, that such action shall apply
uniformly to all outstanding Rights. For purposes of this Section
11(a)(iii), the value of a Unit of Junior Preferred Stock shall be the
current market price (as determined pursuant to Section 11(d) hereof) per
Unit of Junior Preferred Stock on the Section 11(a)(iii) Trigger Date and
the value of any preferred stock equivalent shall be deemed to have the
same value as the Junior Preferred Stock on such date.
(b) In case the Company shall fix a record date for the issuance of rights,
options or warrants to all holders of any series of Junior Preferred Stock
entitling them to subscribe for or purchase (for a period expiring within forty-
five calendar days after such record date) shares of such Junior Preferred Stock
(or shares having substantially the same rights, privileges and preferences as
shares of such Junior Preferred Stock ("equivalent preferred stock")) or
securities convertible into such Junior Preferred Stock or equivalent preferred
stock at a price per share of Junior Preferred Stock or per share of equivalent
-16-
<PAGE>
preferred stock (or having a conversion price per share, if a security
convertible into such Junior Preferred Stock or equivalent preferred stock) less
than the current market price (as determined pursuant to Section 11(d) hereof)
per share of such Junior Preferred Stock on such record date, the Purchase Price
to be in effect after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the sum of the number of shares of such Junior
Preferred Stock outstanding on such record date plus the number of shares of
such Junior Preferred Stock which the aggregate offering price of the total
number of shares of such Junior Preferred Stock and/or equivalent preferred
stock so to be offered (and/or the aggregate initial conversion price of the
convertible securities so to be offered) would purchase at such current market
price, and the denominator of which shall be the number of shares of such Junior
Preferred Stock outstanding on such record date plus the number of additional
shares of such Junior Preferred Stock and/or equivalent preferred stock to be
offered for subscription or purchase (or into which the convertible securities
so to be offered are initially convertible). In case such subscription price
may be paid by delivery of consideration part or all of which may be in a form
other than cash, the value of such consideration shall be as determined in good
faith by a majority of the Independent Directors, whose determination shall be
described in a statement filed with the Rights Agent and shall be binding on the
Rights Agent and the holders of the Rights. Shares of such Junior Preferred
Stock owned by or held for the account of the Company or any Subsidiary shall
not be deemed outstanding for the purpose of any such computation. Such
adjustment shall be made successively whenever such a record date is fixed, and
in the event that such rights or warrants are not so issued, the Purchase Price
shall be adjusted to be the Purchase Price which would then be in effect if such
record date had not been fixed.
(c) In case the Company shall fix a record date for a distribution to all
holders of shares of any series of Junior Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation) of evidences of indebtedness, cash (other
than a regular quarterly cash dividend out of the earnings or retained earnings
of the Company), assets (other than a dividend payable in shares of such Junior
Preferred Stock, but including any dividend payable in stock other than such
Junior Preferred Stock) or subscription rights or warrants (excluding those
referred to in Section 11(b) hereof), the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the current market price (as determined pursuant to Section 11(d)
hereof) per share of such Junior Preferred Stock on such record date less the
fair market value (as determined in good faith by a majority of the Independent
Directors, whose determination shall be described in a statement filed with the
Rights Agent and shall be binding on the Rights Agent and the holder of the
Rights) of the cash, assets or evidences of indebtedness so to be distributed or
of such subscription rights or warrants distributable in respect of a share of
such Junior Preferred Stock and the denominator of which shall be such current
market price (as determined pursuant to Section 11(d) hereof) per share of such
Junior Preferred Stock. Such adjustments shall be made successively whenever
such a record date is fixed,
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<PAGE>
and in the event that such distribution is not so made, the Purchase Price shall
be adjusted to be the Purchase Price which would have been in effect if such
record date had not been fixed.
(d) (i) For the purpose of any computation hereunder, the "current market
price" per share of Company Common Stock or Common Stock on any date shall be
deemed to be the average of the daily closing prices per share of such shares
for the ten consecutive Trading Days (as such term is hereinafter defined)
immediately prior to such date; provided, however, if prior to the expiration of
-------- -------
such requisite ten Trading Day period the issuer announces either (A) a dividend
or distribution on such shares payable in such shares or securities convertible
into such shares (other than the Rights), or (B) any subdivision, combination or
reclassification of such shares, then, following the ex-dividend date for such
dividend or the record date for such subdivision, as the case may be, the
"current market price" shall be properly adjusted to take into account such
event. The closing price for each day shall be, if the shares are listed and
admitted to trading on a national securities exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which such shares are
listed or admitted to trading or, if such shares are not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market, as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ") or such other system then in use, or, if
on any such date such shares are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in such shares selected by a majority of the
Independent Directors. If on any such date no market maker is making a market
in such shares, the fair value of such shares on such date as determined in good
faith by a majority of the Independent Directors shall be used. If such shares
are not publicly held or not so listed or traded, "current market price" per
share shall mean the fair value per share as determined in good faith by a
majority of the Independent Directors, whose determination shall be described in
a statement filed with the Rights Agent and shall be conclusive for all
purposes. The term "Trading Day" shall mean, if such shares are listed or
admitted to trading on any national securities exchange, a day on which the
principal national securities exchange on which such shares are listed or
admitted to trading is open for the transaction of business or, if such shares
are not so listed or admitted, a Business Day.
(ii) For the purpose of any computation hereunder, the "current market
price" per share of Junior Preferred Stock shall be determined in the same
manner as set forth above for Company Common Stock in clause (i) of this Section
11(d) (other than the fourth sentence thereof). If the current market price per
share of either series of Junior Preferred Stock cannot be determined in the
manner provided above or if either series of the Junior Preferred Stock is not
publicly held or listed or traded in a manner described in clause (i) of this
Section 11(d), the "current market price" per share of such Junior Preferred
Stock shall be conclusively deemed to be (A) in the case of the Series B
Preferred Shares, the "current market price" per share of the G-P Stock
multiplied by 100 (as such amount may be appropriately adjusted to reflect any
stock split, stock dividend,
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<PAGE>
or any similar transaction with respect to the G-P stock occurring after the
date of this Agreement) and (B) in the case of the Series C Preferred Shares,
the "current market price" per share of the Timber Stock multiplied by 100 (as
such amount may be appropriately adjusted to reflect any stock split, stock
dividend or any similar transaction with respect to the Timber Stock occurring
after the date of this Agreement. If neither the applicable series of Company
Common Stock nor the applicable series of Junior Preferred Stock is publicly
held or so listed or traded, "current market price" per share of such Junior
Preferred Stock shall mean the fair value per share as determined in good faith
by a majority of the Independent Directors whose determination shall be
described in a statement filed with the Rights Agent and shall be binding on the
Rights Agent and the holders of the Rights. For all purposes of this Agreement,
the "current market price" of a Unit of either series of Junior Preferred Stock
shall be equal to the "current market price" of one share of the applicable
series of Junior Preferred Stock divided by 100.
(e) Anything herein to the contrary notwithstanding, no adjustment in the
Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least 1% in the Purchase Price; provided, however,
-------- -------
that any adjustments which by reason of this Section 11(e) are not required to
be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 11 shall be made to the nearest
cent or to the nearest ten-thousandth of a share of Company Common Stock or
Common Stock or other share or one-millionth of a share of Junior Preferred
Stock, as the case may be. Notwithstanding the first sentence of this Section
11(e), any adjustment required by this Section 11 shall be made no later than
the earlier of (i) three years from the date of the transaction which mandates
such adjustment or (ii) the Expiration Date.
(f) If, as a result of an adjustment made pursuant to Sections 11(a)(ii)
or 13(a) hereof, the holder of any Right thereafter exercised shall become
entitled to receive any shares of capital stock other than Junior Preferred
Stock, thereafter the number of such other shares so receivable upon exercise of
any Right and the Purchase Price thereof shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Junior Preferred Stock contained in Sections
11(a), (b), (c), (d), (e), (g), (h), (i), (j), (k), (1) and (m), and the
provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Junior
Preferred Stock shall apply on like terms to any such other shares.
(g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of Units of Junior
Preferred Stock (or other securities or amount of cash or combination thereof)
that may be acquired from time to time hereunder upon exercise of the Rights,
all subject to further adjustment as provided herein.
(h) Unless the Company shall have exercised its election as provided in
Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price,
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<PAGE>
that number of Units of Junior Preferred Stock (calculated to the nearest one-
ten thousandth of a Unit) obtained by (i) multiplying (x) the number of Units of
Junior Preferred Stock covered by a Right immediately prior to this adjustment
by (y) the Purchase Price in effect immediately prior to such adjustment of the
Purchase Price and (ii) dividing the product so obtained by the Purchase Price
in effect immediately after such adjustment of the Purchase Price.
(i) The Company may elect on or after the date of any adjustment of the
Purchase Price to adjust the number of Rights, in lieu of any adjustment in the
number of Units of Junior Preferred Stock that may be acquired upon the exercise
of a Right. Each of the Rights outstanding after the adjustment in the number
of Rights shall be exercisable for the number of Units of Junior Preferred Stock
for which a Right was exercisable immediately prior to such adjustment. Each
Right held of record prior to such adjustment of the number of Rights shall
become that number of Rights (calculated to the nearest ten-thousandth) obtained
by dividing the Purchase Price in effect immediately prior to adjustment of the
Purchase Price by the Purchase Price in effect immediately after adjustment of
the Purchase Price. The Company shall make a public announcement, and notify
the Rights Agent, of its election to adjust the number of Rights, indicating the
record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made. This record date may be the date on which the Purchase
Price is adjusted or any day thereafter, but, if the Rights Certificates have
been issued, shall be at least ten days later than the date of such public
announcement. If Rights Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company shall, as
promptly as practicable, cause to be distributed to holders of record of Rights
Certificates on such record date Rights Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Rights Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Rights Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment. Rights Certificates to be so distributed shall be issued, executed
and countersigned in the manner provided for herein (and may bear, at the option
of the Company, the adjusted Purchase Price) and shall be registered in the
names of the holders of record of Rights Certificates on the record date
specified in the public announcement.
(j) Irrespective of any adjustment or change in the Purchase Price or the
number of Units of Junior Preferred Stock issuable upon the exercise of the
Rights, the Rights Certificates theretofore and thereafter issued may continue
to express the Purchase Price per Unit and the number of Units of Junior
Preferred Stock which was expressed in the initial Rights Certificates issued
hereunder.
(k) Before taking any action that would cause an adjustment reducing the
Purchase Price below the then par value of the number of Units of Junior
Preferred Stock issuable upon exercise of the Rights, the Company shall take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may validly and
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<PAGE>
legally issue such fully paid and non-assessable number of Units of Junior
Preferred Stock at such adjusted Purchase Price.
(l) In any case in which this Section 11 shall require that an adjustment
in the Purchase Price be made effective as of a record date for a specified
event, the Company may elect to defer until the occurrence of such event the
issuance to the holder of any Right exercised after such record date of that
number of Units of Junior Preferred Stock and shares of other capital stock or
securities of the Company, if any, issuable upon such exercise over and above
the number of Units of Junior Preferred Stock and shares of other capital stock
or securities of the Company, if any, issuable upon such exercise on the basis
of the Purchase Price in effect prior to such adjustment; provided, however,
-------- -------
that the Company shall deliver to such holder a due bill or other appropriate
instrument evidencing such holder's right to receive such additional shares
(fractional or otherwise) or securities upon the occurrence of the event
requiring such adjustment.
(m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that in their good faith judgment a majority of the Independent
Directors shall determine to be advisable in order that any (i) consolidation or
subdivision of the Junior Preferred Stock, (ii) issuance wholly for cash of any
shares of Junior Preferred Stock at less than the current market price, (iii)
issuance wholly for cash of shares of Junior Preferred Stock or securities which
by their terms are convertible into or exchangeable for shares of Junior
Preferred Stock, (iv) stock dividends or (v) issuance of rights, options or
warrants referred to in this Section 11, hereafter made by the Company to
holders of its Junior Preferred Stock, shall not be taxable to such holders or
shall reduce the taxes payable by such holders.
(n) The Company shall not, at any time after the Distribution Date, (i)
consolidate with any other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof), (ii) merge with or into
any other Person (other than a Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof), or (iii) sell or transfer (or permit any
Subsidiary to sell or transfer), in one transaction, or a series of
transactions, assets or earning power aggregating more than 50% of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person or Persons (other than the Company and/or any of its Subsidiaries
in one or more transactions each of which complies with Section 11(o) hereof),
if (x) at the time of or immediately after such consolidation, merger or sale
there are any rights, warrants or other instruments or securities outstanding or
agreements in effect which would substantially diminish or otherwise eliminate
the benefits intended to be afforded by the Rights or (y) prior to,
simultaneously with or immediately after such consolidation, merger or sale, the
Person which constitutes, or would constitute, the "Principal Party" for
purposes of Section 13(a) hereof shall have distributed or otherwise transferred
to its shareholders or other persons holding an equity interest in such Person
Rights previously owned by such Person or any of its Affiliates and Associates;
provided, however, this Section 11(n) shall not affect the ability of any
- -------- -------
Subsidiary of the Company
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<PAGE>
to consolidate with, merge with or into, or sell or transfer assets or earning
power to, any other Subsidiary of the Company.
(o) After the Distribution Date, the Company shall not, except as
permitted by Section 23 or Section 26 hereof, take (or permit any Subsidiary to
take) any action if at the time such action is taken it is reasonably
foreseeable that such action will diminish substantially or otherwise eliminate
the benefits intended to be afforded by the Rights.
(p) Anything in this Agreement to the contrary notwithstanding, in the
event that the Company shall at any time after the Effective Date and prior to
the Distribution Date (i) declare a dividend on any class of the outstanding
shares of Company Common Stock payable in shares of Company Common Stock, (ii)
subdivide any class of the outstanding shares of Company Common Stock, (iii)
combine any class of the outstanding shares of Company Common Stock into a
smaller number of shares, or (iv) issue any shares of its capital stock in a
reclassification of any class of Company Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), the number of G-P Rights
(in the case of an event affecting the G-P Stock) or Timber Rights (in the case
of an event affecting the Timber Stock) associated with each share of such class
of Company Common Stock then outstanding, or issued or delivered thereafter but
prior to the Distribution Date, shall be proportionately adjusted so that the
number of Rights thereafter associated with each share of such class of Company
Common Stock following any such event shall equal the result obtained by
multiplying the number of Rights associated with each share of such class of
Company Common Stock immediately prior to such event by a fraction the numerator
of which shall be the total number of shares of such class of Company Common
Stock outstanding immediately prior to the occurrence of the event and the
denominator of which shall be the total number of shares of such class of
Company Common Stock outstanding immediately following the occurrence of such
event. The adjustments provided for in this Section 11(p) shall be made
successively whenever such a dividend is declared or paid or such a subdivision,
combination or reclassification is effected. If an event occurs which would
require an adjustment under Section 11(a)(ii) and this Section 11(p), the
adjustments provided for in this Section 11(p) shall be in addition and prior to
any adjustment required pursuant to Section 11(a)(ii).
(q) In the event that at any time after the Effective Date and prior to
the Distribution Date, the Company shall redeem the shares of G-P Stock or
Timber Stock in exchange for shares of Common Stock of one or more subsidiaries
of the Company pursuant to paragraph D.(b) of Article V of the Restated
Articles, then there shall be issued with respect to each such share of Common
Stock of a subsidiary delivered directly to the holders of G-P Stock or Timber
Stock, as the case may be, a share purchase right under a shareholder rights
plan to be established by such subsidiary.
Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
----------------------------------------------------------
Whenever an adjustment is made as provided in Section 11 or Section 13 hereof,
the Company shall (a) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Rights
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<PAGE>
Agent, and with each transfer agent for the Junior Preferred Stock and the
Company Common Stock, a copy of such certificate, and (c) mail a brief summary
thereof to each holder of a Rights Certificate (or, if prior to the Distribution
Date, to each holder of a certificate representing shares of Company Common
Stock) in accordance with Section 25 hereof. The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment therein
contained and shall not be deemed to have knowledge of any such adjustment
unless and until it shall have received such certificate.
Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning
--------------------------------------------------------------
Power. (a) In the event that, following the Stock Acquisition Date, directly or
- -----
indirectly, either (x) the Company shall consolidate with, or merge with and
into, any other Person (other than a Subsidiary of the Company in a transaction
which complies with Section 11(o) hereof), and the Company shall not be the
continuing or surviving corporation of such consolidation or merger, (y) any
Person (other than a Subsidiary of the Company in a transaction which complies
with Section 11(o) hereof) shall consolidate with, or merge with or into, the
Company, and the Company shall be the continuing or surviving corporation of
such consolidation or merger and, in connection with such consolidation or
merger, all or part of the outstanding shares of Company Common Stock shall be
converted into or exchanged for stock or other securities of any other Person or
cash or any other property, or (z) the Company shall sell or otherwise transfer
(or one or more of its Subsidiaries shall sell or otherwise transfer) to any
Person or Persons (other than the Company or any of its Subsidiaries in one or
more transactions each of which complies with Section 11(o) hereof), in one or
more transactions, assets or earning power aggregating more than 50% of the
assets or earning power of the Company and its Subsidiaries (taken as a whole)
(any such event being a "Section 13 Event"), then, and in each such case, proper
provision shall be made so that: (i) each holder of a Right, except as provided
in Section 7(e) hereof, shall thereafter have the right to receive, upon the
exercise thereof at the then current Series B Purchase Price (in the case of a
G-P Right) or the then current Series C Purchase Price (in the case of a Timber
Right), such number of validly authorized and issued, fully paid and non-
assessable shares of Common Stock of the Principal Party (as such term is
hereinafter defined), which shares shall not be subject to any liens,
encumbrances, rights of first refusal, transfer restrictions or other adverse
claims, as shall be equal to the result obtained by (1) multiplying such then
current Purchase Price by the number of Units of Junior Preferred Stock for
which such Right is exercisable immediately prior to the first occurrence of a
Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the
first occurrence of a Section 13 Event, multiplying the number of such Units for
which a Right would be exercisable hereunder but for the occurrence of such
Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder
but for such first occurrence) and (2) dividing that product (which, following
the first occurrence of a Section 13 Event, shall be the "Purchase Price" for
all purposes of this Agreement) by 50% of the current market price (determined
pursuant to Section 11(d) hereof) per share of the Common Stock of such
Principal Party on the date of consummation of such Section 13 Event; (ii) such
Principal Party shall thereafter be liable for, and shall assume, by virtue of
such Section 13 Event, all the obligations and duties of the Company pursuant to
this Agreement; (iii) the term "Company" shall
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<PAGE>
thereafter be deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 hereof shall apply only to such
Principal Party following the first occurrence of a Section 13 Event; (iv) such
Principal Party shall take such steps (including, but not limited to, the
reservation of a sufficient number of shares of its Common Stock) in connection
with the consummation of any such transaction as may be necessary to ensure that
the provisions hereof shall thereafter be applicable to its shares of Common
Stock thereafter deliverable upon the exercise of the Rights; and (v) the
provisions of Section 11(a)(ii) hereof shall be of no further effect following
the first occurrence of any Section 13 Event.
(b) "Principal Party" shall mean:
(i) in the case of any transaction described in clause (x) or (y)
of the first sentence of Section 13(a), (A) the Person that is the issuer
of any securities into which shares of Company Common Stock are converted
in such merger or consolidation, or, if there is more than one such issuer,
the issuer of Common Stock that has the highest aggregate current market
price (determined pursuant to Section 11(d) hereof) and (B) if no
securities are so issued, the Person that is the other party to such merger
or consolidation, or, if there is more than one such Person, the Person the
Common Stock of which has the highest aggregate current market price
(determined pursuant to Section 11(d) hereof); and
(ii) in the case of any transaction described in clause (z) of
the first sentence of Section 13(a), the Person that is the party receiving
the largest portion of the assets or earning power transferred pursuant to
such transaction or transactions, or, if each Person that is a party to
such transaction or transactions receives the same portion of the assets or
earning power transferred pursuant to such transaction or transactions or
if the Person receiving the largest portion of the assets or earning power
cannot be determined, whichever Person the Common Stock of which has the
highest aggregate current market price (determined pursuant to Section
11(d) hereof);
provided, however, that in any such case, (1) if the Common Stock of such Person
- -------- -------
is not at such time and has not been continuously over the preceding twelve-
month period registered under Section 12 of the Exchange Act ("Registered Common
Stock"), or such Person is not a corporation, and such Person is a direct or
indirect Subsidiary of another Person that has Registered Common Stock
outstanding, "Principal Party" shall refer to such other Person; (2) if the
Common Stock of such Person is not Registered Common Stock or such Person is not
a corporation, and such Person is a direct or indirect Subsidiary of another
Person but is not a direct or indirect Subsidiary of another Person
which has Registered Common Stock outstanding, "Principal Party" shall refer to
the ultimate parent entity of such first-mentioned Person; (3) if the Common
Stock of such Person is not Registered Common Stock or such Person is not a
corporation, and such Person is directly or indirectly controlled by more than
one Person, and one or more of such other Persons has Registered Common Stock
outstanding, "Principal Party" shall refer to whichever of such other Persons is
the issuer of the Registered Common Stock
-24-
<PAGE>
having the highest aggregate current market price (determined pursuant to
Section 11(d) hereof); and (4) if the Common Stock of such Person is not
Registered Common Stock or such Person is not a corporation, and such Person is
directly or indirectly controlled by more than one Person, and none of such
other Persons have Registered Common Stock outstanding, "Principal Party" shall
refer to whichever ultimate parent entity is the corporation having the greatest
shareholders equity or, if no such ultimate parent entity is a corporation,
shall refer to whichever ultimate parent entity is the entity having the
greatest net assets.
(c) The Company shall not consummate any Section 13 Event unless the
Principal Party shall have a sufficient number of authorized shares of its
Common Stock which have not been issued or reserved for issuance to permit the
exercise in full of the Rights in accordance with this Section 13, and unless
prior thereto the Company and such Principal Party shall have executed and
delivered to the Rights Agent a supplemental agreement providing for the terms
set forth in paragraphs (a) and (b) of this Section 13 and further providing
that the Principal Party will:
(i) (A) prepare and file on an appropriate form, as soon as
practicable following the execution of such agreement, a registration
statement under the Securities Act with respect to the Common Stock that
may be acquired upon exercise of the Rights, (B) cause such registration
statement to remain effective (and to include a prospectus complying with
the requirements of the Securities Act) until the Expiration Date, and (C)
as soon as practicable following the execution of such agreement, take such
action as may be required to ensure that any acquisition of such Common
Stock upon the exercise of the Rights complies with any applicable state
security or "blue sky" laws; and
(ii) deliver to holders of the Rights historical financial
statements for the Principal Party and each of its Affiliates which comply
in all respects with the requirements for registration on Form 10 under the
Exchange Act.
(d) In case the Principal Party which is to be a party to a transaction
referred to in this Section 13 has a provision in any of its authorized
securities or in its Certificate of Incorporation or By-laws or other instrument
governing its corporate affairs, which provision would have the effect of (i)
causing such Principal Party to issue, in connection with, or as a consequence
of, the consummation of a transaction referred to in this Section 13, shares of
Common Stock of such Principal Party at less than the then current market price
per share (determined pursuant to Section 11(d) hereof) or securities
exercisable for, or convertible into, Common Stock of such Principal Party at
less than such then current market price (other than to holders of Rights
pursuant to this Section 13) or (ii) providing for any special payment, tax or
similar provisions in connection with the issuance of the Common Stock of such
Principal Party pursuant to the provisions of Section 13; then, in such event,
the Company shall not consummate any such transaction unless prior thereto the
Company and such Principal Party shall have executed and delivered to the Rights
Agent a supplemental agreement providing that the provision in question of such
Principal Party shall have been cancelled, waived or amended, or that the
authorized securities shall
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<PAGE>
be redeemed, so that the applicable provision will have no effect in connection
with, or as a consequence of, the consummation of the proposed transaction.
(e) The provisions of this Section 13 shall similarly apply to successive
mergers or consolidations or sales or other transfers. In the event that a
Section 13 Event shall occur at any time after the occurrence of a Section
11(a)(ii) Event, the Rights which have not theretofore been exercised shall
thereafter become exercisable in the manner described in Section 13(a).
Section 14. Fractional Rights and Fractional Shares. (a) The Company shall
---------------------------------------
not be required to issue fractions of Rights or to distribute Rights
Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the Persons to which such fractional Rights would
otherwise be issuable, an amount in cash equal to such fraction of the market
value of a whole Right. For purposes of this Section 14(a), the market value of
a whole Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been
otherwise issuable. The closing price of the Rights for any day shall be, if
the Rights are listed or admitted to trading on a national securities exchange,
as reported in the principal consolidated transaction reporting system with
respect to securities listed on the principal national securities exchange on
which the Rights are listed or admitted to trading or, if the Rights are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by NASDAQ or such other
system then in use or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by a majority
of the Independent Directors. If on any such date no such market maker is
making a market in the Rights, the fair value of the Rights on such date as
determined in good faith by a majority of the Independent Directors shall be
used and such determination shall be described in a statement filed with the
Rights Agent and the holders of the Rights.
(b) The Company shall not be required to issue fractions of shares of
Junior Preferred Stock (other than fractions which are integral multiples of one
one-hundredth of a share of Junior Preferred Stock) upon exercise of the Rights
or to distribute certificates which evidence such fractional shares of Junior
Preferred Stock (other than fractions which are integral multiples of one one-
hundredth of a share of Junior Preferred Stock). In lieu of such fractional
shares of Junior Preferred Stock that are not integral multiples of one one-
hundredth of a share, the Company may pay to the registered holders of Rights
Certificates at the time such Rights are exercised as herein provided an amount
in cash equal to the same fraction of the then current market price of a share
of Junior Preferred Stock on the day of exercise, determined in accordance with
Section 11(d) hereof.
(c) The holder of a Right by the acceptance of the Rights expressly waives
his right to receive any fractional Rights or any fractional shares upon
exercise of a Right, except as permitted by this Section 14.
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<PAGE>
Section 15. Rights of Action. All rights of action in respect of this
----------------
Agreement, other than rights of action vested in the Rights Agent pursuant to
Section 18 hereof, are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of
certificates representing shares of Company Common Stock); and any registered
holder of a Rights Certificate (or, prior to the Distribution Date, of a
certificate representing shares of Company Common Stock), without the consent of
the Rights Agent or of the holder of any other Rights Certificate (or, prior to
the Distribution Date, of a certificate representing shares of Company Common
Stock), may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company or any
other Person to enforce, or otherwise act in respect of, his right to exercise
the Rights evidenced by such Rights Certificate in the manner provided in such
Rights Certificate and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and shall be entitled to specific performance of the
obligations hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to this Agreement.
Section 16. Agreement of Rights Holders. Every holder of a Right by
---------------------------
accepting the same consents and agrees with the Company and the Rights Agent and
with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only
in connection with the transfer of Company Common Stock;
(b) after the Distribution Date, the Rights Certificates are transferable
only on the registry books of the Rights Agent if surrendered at the office of
the Rights Agent designated for such purposes, duly endorsed or accompanied by a
proper instrument of transfer and with the appropriate forms and certificates
duly executed;
(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the
Rights Agent may deem and treat the person in whose name a Rights Certificate
(or, prior to the Distribution Date, the associated Company Common Stock
certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on the
Rights Certificates or the associated Company Common Stock certificate made by
anyone other than the Company or the Rights Agent) for all purposes whatsoever,
and neither the Company nor the Rights Agent, subject to the last sentence of
Section 7(e) hereof, shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither
the Company nor the Rights Agent shall have any liability to any holder of a
Right or any other Person as a result of its inability to perform any of its
obligations under this Agreement by reason of any preliminary or permanent
injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or
commission, or any statute, rule, regulation or executive order promulgated or
enacted by any governmental authority, prohibiting or otherwise
-27-
<PAGE>
restraining performance of such obligation; provided, however, the Company must
--------
use its best efforts to have any such order, decree or ruling lifted or
otherwise overturned as promptly as practicable.
Section 17. Rights Certificate Holder Not Deemed a Shareholder. No holder,
--------------------------------------------------
as such, of any Rights Certificate shall be entitled to vote, receive dividends
or be deemed for any purpose the holder of the number of shares of Junior
Preferred Stock or any other securities of the Company which may at any time be
issuable on the exercise of the Rights represented thereby, nor shall anything
contained herein or in any Rights Certificate be construed to confer upon the
holder of any Rights Certificate, as such, any of the rights of a shareholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or, except as provided in Section 24 hereof, to
receive notice of meetings or other actions affecting shareholders, or to
receive dividends or subscription rights, or otherwise, until the Right or
Rights evidenced by such Rights Certificate shall have been exercised in
accordance with the provisions hereof.
Section 18. Concerning the Rights Agent. (a) The Company agrees to pay to
---------------------------
the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses, including reasonable fees and disbursements of its counsel, incurred
in connection with the execution and administration of this Agreement and the
exercise and performance of its duties hereunder. The Company shall indemnify
the Rights Agent for, and hold it harmless against, any loss, liability, or
expense, incurred without negligence, bad faith or willful misconduct on the
part of the Rights Agent, for anything done or omitted by the Rights Agent in
connection with the acceptance and administration of this Agreement, including
the costs and expenses of defending against any claim of liability hereunder.
(b) The Rights Agent shall be protected and shall incur no liability for
or in respect of any action taken, suffered or omitted by it in connection with
its administration of this Agreement in reliance upon any Rights Certificate or
certificate for Junior Preferred Stock or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, certificate, statement or other paper or
document believed by it to be genuine and to have been signed, executed and,
where necessary, verified or acknowledged by the proper Person or Persons.
Section 19. Merger or Consolidation or Change of Name of Rights Agent. (a)
---------------------------------------------------------
Any corporation into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the corporate trust or
shareholder services businesses of the Rights Agent or any successor Rights
Agent, shall be the successor to the Rights Agent under this Agreement without
the execution or filing of any document or any further act on the part of any of
the parties hereto; provided, however, that such corporation would be eligible
-------- -------
for appointment as a successor Rights Agent under the provisions of Section 21
hereof. In case at the time such successor Rights Agent shall
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succeed to the agency created by this Agreement, any of the Rights Certificates
shall have been countersigned but not delivered, any such successor Rights Agent
may adopt the countersignature of a predecessor Rights Agent and deliver such
Rights Certificates so countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor or in
the name of the successor Rights Agent; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates and
in this Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and
at such time any of the Rights Certificates shall have been countersigned but
not delivered, the Rights Agent may adopt the countersignature under its prior
name and deliver Rights Certificates so countersigned; and in case at that time
any of the Rights Certificates shall not have been countersigned, the Rights
Agent may countersign such Rights Certificates either in its prior name or in
its changed name; and in all such cases such Rights Certificates shall have the
full force provided in the Rights Certificates and in this Agreement.
Section 20. Duties of Rights Agent. The Rights Agent undertakes the
----------------------
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Rights Certificates,
by their acceptance thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company), and the opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.
(b) Whenever in the performance of its duties under this Agreement the
Rights Agent shall deem it necessary or desirable that any fact or matter
(including, without limitation, the identity of any Acquiring Person and the
determination of "current market price") be proved or established by the Company
prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be specified herein) may be deemed to be
conclusively proved and established by a certificate signed by the Chairman of
the Board, the President, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Company and delivered
to the Rights Agent; provided, however, that so long as any Person is an
-------- -------
Acquiring Person hereunder, such certificate shall be signed and delivered by a
majority of the Independent Directors; and such certificate shall be full
authorization to the Rights Agent for any action taken or suffered in good faith
by it under the provisions of this Agreement in reliance upon such certificate.
(c) The Rights Agent shall be liable hereunder only for its own
negligence, bad faith or willful misconduct.
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<PAGE>
(d) The Rights Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained in this Agreement or in the Rights
Certificates or be required to verify the same (except as to its
countersignature on such Rights Certificates), but all such statements and
recitals are and shall be deemed to have been made by the Company only.
(e) The Rights Agent shall not have any responsibility for the validity of
this Agreement or the execution and delivery hereof (except the due execution
hereof by the Rights Agent) or for the validity or execution of any Rights
Certificate (except its countersignature thereof); nor shall it be responsible
for any breach by the Company of any covenant or failure by the Company to
satisfy conditions contained in this Agreement or in any Rights Certificate; nor
shall it be responsible for any adjustment required under the provisions of
Section 11 or Section 13 hereof or for the manner, method or amount of any such
adjustment or the ascertaining of the existence of facts that would require any
such adjustment (except with respect to the exercise of Rights evidenced by
Rights Certificates after receipt by the Rights Agent of the certificate
describing any such adjustment contemplated by Section 12); nor shall it by any
act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Junior Preferred Stock or any
other securities to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any shares of Junior Preferred Stock or any other
securities will, when so issued, be validly authorized and issued, fully paid
and non-assessable.
(f) The Company shall perform, execute, acknowledge and deliver or cause
to be performed, executed, acknowledged and delivered all such further acts,
instruments and assurances as may reasonably be required by the Rights Agent for
the performance by the Rights Agent of its duties under this Agreement.
(g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board, the President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company,
and to apply to such officers for advice or instructions in connection with its
duties, and it shall not be liable for any action taken or suffered to be taken
by it in good faith in accordance with instructions of any such officer;
provided, however, that so long as any Person is an Acquiring Person hereunder,
- -------- -------
the Rights Agent shall accept such instructions and advice only from a majority
of the Independent Directors and shall not be liable for any action taken or
suffered to be taken by it in good faith in accordance with such instructions of
the majority of the Independent Directors. Any application by the Rights Agent
for written instructions from the Company may, at the option of the Rights
Agent, set forth in writing any action proposed to be taken or omitted by the
Rights Agent under this Agreement and the date on and/or after which such action
shall be taken or such omission shall be effective. The Rights Agent shall not
be liable for any action taken by, or omission of, the Rights Agent in
accordance with a proposal included in any such application on or after the date
specified in such application (which date shall not be less than five Business
Days after the date any such officer of the Company actually receives such
application, unless any such officer shall
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<PAGE>
have consented in writing to an earlier date) unless, prior to taking any such
action (or the effective date in the case of an omission), the Rights Agent
shall have received written instructions in response to such application
specifying the action to be taken or omitted.
(h) The Rights Agent and any shareholder, director, officer or employee of
the Rights Agent may buy, sell or deal in any of the Rights or other securities
of the Company or become pecuniarily interested in any transaction in which the
Company may be interested, or contract with or lend money to the Company or
otherwise act as fully and freely as though it were not Rights Agent under this
Agreement. Nothing herein shall preclude the Rights Agent from acting in any
other capacity for the Company or for any other legal entity.
(i) The Rights Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or through
its attorneys or agents.
(j) No provision of this Agreement shall require the Rights Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties or in the exercise of its rights hereunder if
the Rights Agent shall have reasonable grounds for believing that repayment of
such funds or adequate indemnification against such risk or liability is not
reasonably assured to it.
(k) If, with respect to any Rights Certificate surrendered to the Rights
Agent for exercise or transfer, the certificate attached to the form of
assignment or form of election to purchase, as the case may be, has either not
been completed, not signed or indicates an affirmative response to clause 1
and/or 2 thereof, the Rights Agent shall not take any further action with
respect to such requested exercise or transfer without first consulting with the
Company. If such certificate has been completed and signed and shows a negative
response to clauses 1 and 2 of such certificate, unless previously instructed
otherwise in writing by the Company (which instructions may impose on the Rights
Agent additional ministerial responsibilities, but no discretionary
responsibilities), the Rights Agent may assume without further inquiry that the
Rights Certificate is not owned by a person described in Section 4(b) or Section
7(e) hereof and shall not be charged with any knowledge to the contrary.
Section 21. Change of Rights Agent. The Rights Agent or any successor
----------------------
Rights Agent may resign and be discharged from its duties under this Agreement
upon thirty days' prior notice in writing mailed to the Company, and to each
transfer agent of the Junior Preferred Stock and the Company Common Stock, by
registered or certified mail, and to the holders of the Rights Certificates by
first-class mail. The Company may remove the Rights Agent or any successor
Rights Agent upon thirty days' prior notice in writing, mailed to the Rights
Agent or successor Rights Agent, as the case may be, and to each transfer agent
of the Junior Preferred Stock and the Company Common Stock, by registered or
certified mail, and to the holders of the Rights Certificates by first-class
mail. If the Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Rights Agent.
If the Company shall
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<PAGE>
fail to make such appointment within a period of thirty days after giving notice
of such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Rights Certificate (who shall, with such notice, submit his Rights Certificate
for inspection by the Company), then any registered holder of any Rights
Certificate may apply to any court of competent jurisdiction for the appointment
of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be (a) a corporation organized and doing
business under the laws of the United States or any state of the United States
in good standing, shall be authorized to do business as a banking institution in
the State of New York, shall be authorized under such laws to exercise corporate
trust or stock transfer powers, shall be subject to supervision or examination
by federal or state authorities and shall have at the time of its appointment as
Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an
Affiliate of a corporation described in clause (a). After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Junior Preferred Stock and the Company Common
Stock, and mail a notice thereof in writing to the registered holders of the
Rights Certificates. Failure to give any notice provided for in this Section
21, however, or any defect therein, shall not affect the legality or validity of
the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent.
Section 22. Issuance of New Rights Certificates. Notwithstanding any of
-----------------------------------
the provisions of this Agreement or the Rights to the contrary, the Company may,
at its option, issue new Rights Certificates evidencing Rights in such form as
may be approved by a majority of the Independent Directors to reflect any
adjustment or change made in accordance with the provisions of this Agreement in
the Purchase Price or the number or kind or class of shares or other securities
or property that may be acquired under the Rights Certificates. In addition, in
connection with the issuance or sale of shares of Company Common Stock following
the Distribution Date and prior to the Expiration Date, the Company (a) shall,
with respect to shares of Company Common Stock so issued or sold pursuant to the
exercise of stock options or under any employee plan or arrangement, or upon the
exercise, conversion or exchange of securities hereinafter issued by the
Company, and (b) may, in any other case, if deemed necessary or appropriate by a
majority of the Independent Directors, issue Rights Certificates representing
the appropriate number of Rights in connection with such issuance or sale;
provided, however, that (i) no such Rights Certificate shall be issued if, and
- -------- -------
to the extent that, the Company shall be advised by counsel that such issuance
would create a significant risk of material adverse tax consequences to the
Company or the person to whom such Rights Certificate would be issued, and (ii)
no such Rights Certificate shall be issued if, and to the
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extent that, appropriate adjustment shall otherwise have been made in lieu
of the issuance thereof.
Section 23. Termination. (a) Subject to Section 30 hereof, the Company
-----------
may, at its option, by action of a majority of the Independent Directors, at any
time prior to the earlier of (i) the Close of Business on the tenth day
following the Stock Acquisition Date, or (ii) the Final Expiration Date,
terminate all but not less than all of the then outstanding Rights without any
payment to any holder thereof.
(b) Immediately upon the action of a majority of the Independent Directors
ordering the termination of the Rights (or, if the resolution of the majority of
the Independent Directors electing to terminate the Rights states that the
termination will not be effective until the occurrence of a specified future
time or event, upon the occurrence of such future time or event), evidence of
which shall be filed with the Rights Agent, and without any further action and
without any notice, the right to exercise the Rights will terminate and each
Right will thereafter be null and void.
Section 24. Notice of Certain Events. (a) In case the Company shall
------------------------
propose, at any time after the Distribution Date, (i) to pay any dividend
payable in stock of any class to the holders of either series of Junior
Preferred Stock or to make any other distribution to the holders of either
series of Junior Preferred Stock (other than a regular quarterly cash dividend
out of earnings or retained earnings of the Company), (ii) to offer to the
holders of either series of Junior Preferred Stock rights or warrants to
subscribe for or to purchase any additional shares of such Junior Preferred
Stock or shares of stock of any class or any other securities, rights or
options, (iii) to effect any reclassification of either series of Junior
Preferred Stock (other than a reclassification involving only the subdivision of
outstanding shares of such series of Junior Preferred Stock), (iv) to effect any
consolidation or merger into or with any other Person (other than a Subsidiary
of the Company in a transaction which complies with Section 11(o) hereof), or to
effect any sale or other transfer (or to permit one or more of its Subsidiaries
to effect any sale or other transfer), in one or more transactions, of more than
50% of the assets or earning power of the Company and its Subsidiaries (taken as
a whole) to any other Person or Persons (other than the Company and/or any of
its Subsidiaries in one or more transactions each of which complies with Section
11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of
the Company, then, in each such case, the Company shall give to each holder of a
Rights Certificate, to the extent feasible and in accordance with Section 25
hereof, a notice of such proposed action, which shall specify the record date
for the purposes of such stock dividend, distribution of rights or warrants, or
the date on which such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the date of
participation therein by the holders of the shares of Junior Preferred Stock, if
any such date is to be fixed, and such notice shall be so given in the case of
any action covered by clause (i) or (ii) above at least twenty (20) days prior
to the record date for determining holders of the shares of Junior Preferred
Stock for purposes of such action, and in the case of any such other action, at
least twenty (20) days prior to the date of the taking of such proposed action
or the date of participation therein by the holders of the shares of Junior
Preferred Stock whichever shall be the earlier;
-33-
<PAGE>
provided, however, no such notice shall be required pursuant to this Section 24,
- -------- -------
if any Subsidiary of the Company effects a consolidation or merger with or into,
or effects a sale or other transfer of assets or earnings power to, any other
Subsidiary of the Company.
(b) In case any of the events set forth in Section 11(a)(ii) hereof shall
occur, then, in any such case, (i) the Company shall as soon as practicable
thereafter give to each holder of a Rights Certificate, to the extent feasible
and in accordance with Section 25 hereof, a notice of the occurrence of such
event, which shall specify the event and the consequences of the event to
holders of Rights under Section 11(a)(ii) hereof.
Section 25. Notices. All notices and other communications provided for
-------
hereunder shall, unless otherwise stated herein, be in writing (including by
facsimile, telegram or cable) and mailed or sent or delivered, if to the
Company, at its address at:
Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
Attention: Senior Vice President and General Counsel
And if to the Rights Agent, at its address at:
First Chicago Trust Company of New York
525 Washington Boulevard
Suite 4660
Jersey City, New Jersey 07310
Attention: Tenders and Exchanges Administration
Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate (or, if
prior to the Distribution Date, to the holder of certificates representing
shares of Company Common Stock) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address of
such holder as shown on the registry books of the Company.
Section 26. Supplements and Amendments. Prior to the Distribution Date
--------------------------
and subject to the penultimate sentence of this Section 26, the Company and the
Rights Agent shall, if the Company so directs, supplement or amend any provision
of this Agreement without the approval of any holders of certificates
representing shares of Company Common Stock. From and after the Distribution
Date and subject to the penultimate sentence of this Section 26, the Company and
the Rights Agent shall, if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Rights Certificates in order
(i) to cure any ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein,
(iii) to shorten or lengthen any time period hereunder, or (iv) to change or
supplement the provisions hereunder in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the interests of the
holders of Rights Certificates (other than an Acquiring Person or an Affiliate
or Associate of an
-34-
<PAGE>
Acquiring Person); provided, however, this Agreement may not be supplemented or
-------- -------
amended to lengthen, pursuant to clause (iii) of this sentence, (A) subject to
Section 30 hereof, a time period relating to when the Rights may be terminated
at such time as the Rights are not then terminable, or (B) any other time period
unless such lengthening is for the purpose of protecting, enhancing or
clarifying the rights of, and/or the benefits to, the holders of Rights. Upon
the delivery of a certificate from an appropriate officer of the Company or, so
long as any Person is an Acquiring Person hereunder, from the majority of the
Independent Directors which states that the proposed supplement or amendment is
in compliance with the terms of this Section 26, the Rights Agent shall execute
such supplement or amendment. Notwithstanding anything contained in this
Agreement to the contrary, no supplement or amendment shall be made which
changes the Purchase Price, the Expiration Date or the number of Units of Junior
Preferred Stock for which a Right is exercisable without the approval of a
majority of the Independent Directors. Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident with the interests
of the holders of Company Common Stock.
Section 27. Successors. All the covenants and provisions of this
----------
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.
Section 28. Determinations and Actions by the Board of Directors, etc.
---------------------------------------------------------
For all purposes of this Agreement, any calculation of the number of shares of
Company Common Stock outstanding at any particular time, including for purposes
of determining the particular percentage of such outstanding shares of Company
Common Stock of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) of the Exchange Act
Regulations as in effect on the date hereof. Except as otherwise specifically
provided herein, the Board of Directors of the Company shall have the exclusive
power and authority to administer this Agreement and to exercise all rights and
powers specifically granted to the Board or to the Company, or as may be
necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power (i) to interpret the provisions of this
Agreement, and (ii) to make all determinations deemed necessary or advisable for
the administration of this Agreement. All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
or by a majority of the Independent Directors in good faith shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Rights and all other parties, and (y) not subject the Board or any member
thereof to any liability to the holders of the Rights.
Section 29. Benefits of this Agreement. Nothing in this Agreement shall
--------------------------
be construed to give to any Person other than the Company, the Rights Agent and
the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of shares of Company Common Stock) any
legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company, the Rights
Agent and the registered holders of the Rights Certificates
-35-
<PAGE>
(and, prior to the Distribution Date, registered holders of shares of Company
Common Stock).
Section 30. Severability. If any term, provision, covenant or restriction
------------
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the
- -------- -------
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and a majority of the
Independent Directors determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement and the Rights shall not then be terminable, the right
of termination set forth in Section 23 hereof shall be reinstated and shall not
expire until the Close of Business on the tenth day following the date of such
determination by a majority of the Independent Directors.
Section 31. Governing Law. This Agreement, each Right and each Rights
-------------
Certificate issued hereunder shall be governed by, and construed in accordance
with, the laws of the State of Georgia applicable to contracts executed in and
to be performed entirely in such State; provided, however, that Sections 18, 19,
-------- -------
20 and 21 hereof shall be governed by, and construed in accordance with, the
laws of the State of New York.
Section 32. Counterparts. This Agreement may be executed in one or more
------------
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original, but all of which taken
together shall constitute one and the same instrument.
Section 33. Descriptive Headings. The headings contained in this
--------------------
Agreement are for descriptive purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
Section 34. Effectiveness. As set forth in the third Whereas Clause, this
-------------
Agreement shall become effective upon the Redesignation and distribution of
Timber Stock to holders of shares of G-P stock on the Effective Date. Unless and
until this agreement becomes effective, the terms of the Original Agreement
shall continue to be in full force and effect.
-36-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the date first above written.
ATTEST: GEORGIA-PACIFIC CORPORATION
By /s/ Kenneth F. Khoury By /s/ James F. Kelley
----------------------------- ----------------------------------
Name: Kenneth F. Khoury Name: James F. Kelley
Title: Vice President and Secretary Title: Senior Vice President and
General Counsel
ATTEST: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By /s/ Kathleen Whelply By /s/ James Kuzmich
-------------------------------- ----------------------------------
Name: Kathleen Whelply Name: /s/ James Kuzmich
-------------------------- ----------------------------
Title: Assistant Vice President Title: Assistant Vice President
------------------------- ---------------------------
-37-
<PAGE>
EXHIBIT A-1
-----------
[Form of G-P Rights Certificate]
Certificate No. ________________ Rights
NOT EXERCISABLE AFTER THE EXPIRATION DATE (AS DEFINED IN THE RIGHTS
AGREEMENT REFERRED TO BELOW). THE RIGHTS ARE SUBJECT TO TERMINATION, AT
THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN THE RIGHTS AGREEMENT), RIGHTS
BENEFICIALLY OWNED BY ACQUIRING PERSONS (AS DEFINED IN THE RIGHTS
AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND
VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE
BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT REFERRED TO BELOW). ACCORDINGLY, THIS RIGHTS
CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN
THE CIRCUMSTANCES SPECIFIED IN SECTION-7(e) OF THE RIGHTS AGREEMENT.]*
G-P Rights Certificate
GEORGIA-PACIFIC CORPORATION
This certifies that ___________ or registered assigns, is the registered
holder of the number of Rights set forth above, each of which entitles the
registered holder thereof, subject to the terms and conditions of the Amended
and Restated Rights Agreement dated as of December 16, 1997 (the "Rights
Agreement"; terms defined therein are
- -------------------
* The portion of the legend in brackets shall be inserted only if applicable
and shall replace the preceding sentence.
<PAGE>
used herein with the same meaning unless otherwise defined herein) between
Georgia-Pacific Corporation, a Georgia corporation (the "Company"), and First
Chicago Trust Company of New York, a New York corporation, as Rights Agent
(which term shall include any successor Rights Agent under the Rights
Agreement), to purchase from the Company at any time after the Distribution Date
and prior to the Expiration Date at the office of the Rights Agent, one one-
hundredth of a fully paid and non-assessable share of Series B Junior Preferred
Stock, without par value (the "Junior Preferred Stock"), of the Company at the
Purchase Price initially of $350.00 per one one-hundredth share (each such one
one-hundredth of a share being a "Unit") of Junior Preferred Stock, upon
presentation and surrender of this Rights Certificate with the Election to
Purchase and related certificate duly executed. The number of Rights evidenced
by this Rights Certificate (and the number of Units which may be purchased upon
exercise thereof) set forth above, and the Purchase Price per Unit set forth
above shall be subject to adjustment in certain events as provided in the Rights
Agreement.
Upon the occurrence of a Section 11(a)(ii) Event, if the Rights evidenced
by this Rights Certificate are beneficially owned by an Acquiring Person or an
Affiliate or Associate of any such Acquiring Person or, under certain
circumstances described in the Rights Agreement, a transferee of any such
Acquiring Person, Associate or Affiliate, such Rights shall become null and void
and no holder hereof shall have any right with respect to such Rights from and
after the occurrence of such Section 11(a)(ii) Event.
In certain circumstances described in the Rights Agreement, the rights
evidenced hereby may entitle the registered holder thereof to purchase capital
stock of an entity other than the Company or receive cash or other assets, all
as provided in the Rights Agreement.
This Rights Certificate is subject to all of the terms and conditions of
the Rights Agreement, which terms and conditions are hereby incorporated herein
by reference and made a part hereof and to which Rights Agreement reference is
hereby made for a full description of the rights, limitations of rights,
obligations, duties and immunities hereunder of the Rights Agent, the Company
and the holders of the Rights Certificates. Copies of the Rights Agreement are
on file at the principal office of the Company and are available from the
Company upon written request.
This Rights Certificate, with or without other Rights Certificates, upon
surrender at the office of the Rights Agent designated for such purpose, may be
exchanged for another Rights Certificate or Rights Certificates of like tenor
and date evidencing an aggregate number of Rights equal to the aggregate number
of Rights evidenced by the Rights Certificate or Rights Certificates
surrendered. If this Rights Certificate shall be exercised in part, the
registered holder shall be entitled to receive, upon surrender hereof, another
Rights Certificate or Rights Certificates for the number of whole Rights not
exercised.
Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Certificate may be terminated all and not in part by the Company under
certain circumstances at its option without any payment to any holder thereof.
-2-
<PAGE>
No fractional shares of Junior Preferred Stock will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions which are
integral multiples of one one-hundredth of a share of Junior Preferred Stock),
but in lieu thereof a cash payment will be made, as provided in the Rights
Agreement.
No holder of this Rights Certificate, as such, shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of Junior Preferred
Stock or of any other securities which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting shareholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Rights evidenced by this Rights Certificate shall have been exercised as
provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the Company and
its corporate seal. Dated as of _______________, ____.
ATTEST: GEORGIA-PACIFIC CORPORATION
By By
---------------------------- ----------------------------
Name: Name:
Title: Title:
Countersigned:
FIRST CHICAGO TRUST COMPANY
OF NEW YORK, as Rights Agent
By
----------------------------
Name:
Title:
-3-
<PAGE>
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
------------------
(To be executed by the registered holder if
such holder desires to transfer the
Rights Certificate.)
FOR VALUE RECEIVED _____________________________________________________________
hereby sells, assigns and transfers unto _______________________________________
________________________________________________________________________________
(Please print name and address of transferee)
________________________________________________________________________________
this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint __________________ Attorney,
to transfer the within-named Rights Certificate on the books of the within-named
Company, with full power of substitution.
Dated: ,
--------------- ----
------------------------------------
Signature
Signature Guaranteed:
-4-
<PAGE>
Certificate
-----------
The undersigned hereby certifies by checking the appropriate boxes that:
(1) this Rights Certificate [ ] is [ ] is not being sold, assigned
and transferred by or on behalf of a Person who is or was an Acquiring Person or
an Affiliate or Associate of any such Acquiring Person (as such terms are
defined pursuant to the Rights Agreement); and
(2) after due inquiry and to the best knowledge of the undersigned, it
[ ] did [ ] did not acquire the Rights evidenced by this Rights
Certificate from any Person who is, was or subsequently became an Acquiring
Person or an Affiliate or Associate of an Acquiring Person.
Dated: ,
------------- ---- ----------------------------------------
Signature
Signature Guaranteed:
- --------------------------------------------------------------------------------
NOTICE
------
The signature to the foregoing Assignment and Certificate must correspond
to the name as written upon the face of this Rights Certificate in every
particular, without alteration or enlargement or any change whatsoever.
Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.
In the event the certification set forth above is not completed, the
Company will deem the beneficial owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and, in the case of an Assignment, will affix a
legend to that effect on any Rights Certificates issued in exchange for this
Rights Certificate.
-5-
<PAGE>
FORM OF ELECTION TO PURCHASE
----------------------------
(To be executed if the registered holder
desires to exercise Rights represented
by the Rights Certificate.)
To: GEORGIA-PACIFIC CORPORATION
The undersigned hereby irrevocably elects to exercise ______________ Rights
represented by this Rights Certificate to purchase the Units of Junior Preferred
Stock issuable upon the exercise of the Rights (or such other securities of the
Company or of any other person or other property which may be issuable upon the
exercise of the Rights) and requests that certificates for such Units be issued
in the name of and delivered to:
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
Please insert social security
or other identifying
number: ________________________________________________________________________
If such number of Rights shall not be all the Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such Rights
shall be registered in the name of and delivered to:
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
Please insert social security
or other identifying
number: ________________________________________________________________________
Dated: ,
-------------- ----
----------------------------------------
Signature
-6-
<PAGE>
Certificate
-----------
The undersigned hereby certifies by checking the appropriate boxes that:
(1) the Rights evidenced by this Rights Certificate [ ] are [ ] are
not beneficially owned by an Acquiring Person or an Affiliate or an Associate
thereof (as defined in the Rights Agreement); and
(2) after due inquiry and to the best knowledge of the undersigned, the
undersigned [ ] did [ ] did not acquire the Rights evidenced by this
Rights Certificate from any person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate thereof.
Dated: ,
--------- ---- ----------------------------------------
Signature
Signature Guaranteed:
- --------------------------------------------------------------------------------
NOTICE
------
The signature in the foregoing Election to Purchase and Certificate must
conform to the name as written upon the face of this Rights Certificate in every
particular, without alteration or enlargement or any change whatsoever.
Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.
In the event the certification set forth above is not completed, the
Company will deem the beneficial owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and, in the case of an Assignment, will affix a
legend to that effect on any Rights Certificates issued in exchange for this
Rights Certificate.
-7-
<PAGE>
EXHIBIT A-2
-----------
[Form of Timber Rights Certificate]
Certificate No. ________________ Rights
NOT EXERCISABLE AFTER THE EXPIRATION DATE (AS DEFINED IN THE RIGHTS
AGREEMENT REFERRED TO BELOW). THE RIGHTS ARE SUBJECT TO TERMINATION, AT
THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN THE RIGHTS AGREEMENT), RIGHTS
BENEFICIALLY OWNED BY ACQUIRING PERSONS (AS DEFINED IN THE RIGHTS
AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND
VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE
BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT REFERRED TO BELOW). ACCORDINGLY, THIS RIGHTS
CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN
THE CIRCUMSTANCES SPECIFIED IN SECTION-7(e) OF THE RIGHTS AGREEMENT.]*
Timber Rights Certificate
GEORGIA-PACIFIC CORPORATION
This certifies that ____________ or registered assigns, is the registered
holder of the number of Rights set forth above, each of which entitles the
registered holder thereof, subject to the terms and conditions of the Amended
and Restated Rights Agreement dated as of December 16, 1997 (the "Rights
Agreement"; terms defined therein are
- ----------------
* The portion of the legend in brackets shall be inserted only if applicable
and shall replace the preceding sentence.
<PAGE>
used herein with the same meaning unless otherwise defined herein) between
Georgia-Pacific Corporation, a Georgia corporation (the "Company"), and First
Chicago Trust Company of New York, a New York corporation, as Rights Agent
(which term shall include any successor Rights Agent under the Rights
Agreement), to purchase from the Company at any time after the Distribution Date
and prior to the Expiration Date at the office of the Rights Agent, one one-
hundredth of a fully paid and non-assessable share of Series C Junior Preferred
Stock, without par value (the "Junior Preferred Stock"), of the Company at the
Purchase Price initially of $100.00 per one one-hundredth share (each such one
one-hundredth of a share being a "Unit") of Junior Preferred Stock, upon
presentation and surrender of this Rights Certificate with the Election to
Purchase and related certificate duly executed. The number of Rights evidenced
by this Rights Certificate (and the number of Units which may be purchased upon
exercise thereof) set forth above, and the Purchase Price per Unit set forth
above shall be subject to adjustment in certain events as provided in the Rights
Agreement.
Upon the occurrence of a Section 11(a)(ii) Event, if the Rights evidenced
by this Rights Certificate are beneficially owned by an Acquiring Person or an
Affiliate or Associate of any such Acquiring Person or, under certain
circumstances described in the Rights Agreement, a transferee of any such
Acquiring Person, Associate or Affiliate, such Rights shall become null and void
and no holder hereof shall have any right with respect to such Rights from and
after the occurrence of such Section 11(a)(ii) Event.
In certain circumstances described in the Rights Agreement, the rights
evidenced hereby may entitle the registered holder thereof to purchase capital
stock of an entity other than the Company or receive cash or other assets, all
as provided in the Rights Agreement.
This Rights Certificate is subject to all of the terms and conditions of
the Rights Agreement, which terms and conditions are hereby incorporated herein
by reference and made a part hereof and to which Rights Agreement reference is
hereby made for a full description of the rights, limitations of rights,
obligations, duties and immunities hereunder of the Rights Agent, the Company
and the holders of the Rights Certificates. Copies of the Rights Agreement are
on file at the principal office of the Company and are available from the
Company upon written request.
This Rights Certificate, with or without other Rights Certificates, upon
surrender at the office of the Rights Agent designated for such purpose, may be
exchanged for another Rights Certificate or Rights Certificates of like tenor
and date evidencing an aggregate number of Rights equal to the aggregate number
of Rights evidenced by the Rights Certificate or Rights Certificates
surrendered. If this Rights Certificate shall be exercised in part, the
registered holder shall be entitled to receive, upon surrender hereof, another
Rights Certificate or Rights Certificates for the number of whole Rights not
exercised.
Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Certificate may be terminated all and not in part by the Company under
certain circumstances at its option without any payment to any holder thereof.
-2-
<PAGE>
No fractional shares of Junior Preferred Stock will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions which are
integral multiples of one one-hundredth of a share of Junior Preferred Stock),
but in lieu thereof a cash payment will be made, as provided in the Rights
Agreement.
No holder of this Rights Certificate, as such, shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of Junior Preferred
Stock or of any other securities which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting shareholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Rights evidenced by this Rights Certificate shall have been exercised as
provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the Company and
its corporate seal. Dated as of ___________ , ____.
ATTEST: GEORGIA-PACIFIC CORPORATION
By By
------------------------------- -----------------------------------
Name: Name:
Title: Title:
Countersigned:
FIRST CHICAGO TRUST COMPANY
OF NEW YORK, as Rights Agent
By
-------------------------------
Name:
Title:
-3-
<PAGE>
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
------------------
(To be executed by the registered holder if
such holder desires to transfer the
Rights Certificate.)
FOR VALUE RECEIVED _____________________________________________________________
hereby sells, assigns and transfers unto _______________________________________
________________________________________________________________________________
(Please print name and address of transferee)
________________________________________________________________________________
this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _______________ Attorney, to
transfer the within-named Rights Certificate on the books of the within-named
Company, with full power of substitution.
Dated: ,
-------------- ----
----------------------------------------
Signature
Signature Guaranteed:
-4-
<PAGE>
Certificate
-----------
The undersigned hereby certifies by checking the appropriate boxes that:
(1) this Rights Certificate [ ] is [ ] is not being sold, assigned
and transferred by or on behalf of a Person who is or was an Acquiring Person or
an Affiliate or Associate of any such Acquiring Person (as such terms are
defined pursuant to the Rights Agreement); and
(2) after due inquiry and to the best knowledge of the undersigned, it
[ ] did [ ] did not acquire the Rights evidenced by this Rights
Certificate from any Person who is, was or subsequently became an Acquiring
Person or an Affiliate or Associate of an Acquiring Person.
Dated: ,
-------------- ---- ----------------------------------------
Signature
Signature Guaranteed:
- --------------------------------------------------------------------------------
NOTICE
------
The signature to the foregoing Assignment and Certificate must correspond
to the name as written upon the face of this Rights Certificate in every
particular, without alteration or enlargement or any change whatsoever.
Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.
In the event the certification set forth above is not completed, the
Company will deem the beneficial owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and, in the case of an Assignment, will affix a
legend to that effect on any Rights Certificates issued in exchange for this
Rights Certificate.
-5-
<PAGE>
FORM OF ELECTION TO PURCHASE
----------------------------
(To be executed if the registered holder
desires to exercise Rights represented
by the Rights Certificate.)
To: GEORGIA-PACIFIC CORPORATION
The undersigned hereby irrevocably elects to exercise ______________ Rights
represented by this Rights Certificate to purchase the Units of Junior Preferred
Stock issuable upon the exercise of the Rights (or such other securities of the
Company or of any other person or other property which may be issuable upon the
exercise of the Rights) and requests that certificates for such Units be issued
in the name of and delivered to:
- --------------------------------------------------------------------------------
(Please print name and address)
Please insert social security
or other identifying
number:_________________________________________________________________________
If such number of Rights shall not be all the Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such Rights
shall be registered in the name of and delivered to:
- --------------------------------------------------------------------------------
(Please print name and address)
- --------------------------------------------------------------------------------
Please insert social security
or other identifying
number:_________________________________________________________________________
Dated: ,
-------------- ----
----------------------------------------
Signature
-6-
<PAGE>
Certificate
-----------
The undersigned hereby certifies by checking the appropriate boxes that:
(1) the Rights evidenced by this Rights Certificate [ ] are [ ] are
not beneficially owned by an Acquiring Person or an Affiliate or an Associate
thereof (as defined in the Rights Agreement); and
(2) after due inquiry and to the best knowledge of the undersigned, the
undersigned [ ] did [ ] did not acquire the Rights evidenced by this
Rights Certificate from any person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate thereof.
Dated: ,
--------- ---- ----------------------------------------
Signature
Signature Guaranteed:
- --------------------------------------------------------------------------------
NOTICE
------
The signature in the foregoing Election to Purchase and Certificate must
conform to the name as written upon the face of this Rights Certificate in every
particular, without alteration or enlargement or any change whatsoever.
Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.
In the event the certification set forth above is not completed, the
Company will deem the beneficial owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and, in the case of an Assignment, will affix a
legend to that effect on any Rights Certificates issued in exchange for this
Rights Certificate.
-7-
<PAGE>
EXHIBIT B-1
-----------
SERIES B PREFERRED STOCK DESIGNATION
The Board of Directors of the Company has approved the following provisions
to be set forth in Article IV of the Restated Articles setting forth certain
relative rights and preferences of the Series B Preferred Shares:
The following are the voting powers, designation, preferences and
relative, participating, optional and other special rights, and qualifications,
limitations and restrictions, in addition to those previously set forth in this
Article IV, of "Series B Junior Preferred Stock":
Section 1. Designation and Amount. The shares of such series
----------------------
shall be designated as "Series B Junior Preferred Stock" and the
number of shares constituting such series shall be 5,000,000.
Section 2. Dividends and Distributions. (A) Subject to the
---------------------------
prior and superior rights of the holders of any shares of any other
series of Preferred Stock or Junior Preferred Stock or any other
shares of capital stock of the Corporation ranking prior and superior
to the shares of Series B Junior Preferred Stock with respect to
dividends, each holder of one one-hundredth (1/100) of a share (a
"Unit") of Series B Junior Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of
funds legally available for that purpose, (i) quarterly dividends
payable in cash on the first day of January, April, July and October
in each year (each such date being a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of such Unit of Series B Junior Preferred Stock, in
an amount per Unit (rounded to the nearest cent) equal to the greater
of (a) $0.35 or (b) subject to the provision for adjustment
hereinafter set forth, the aggregate per share amount of all cash
dividends declared on shares of the Georgia-Pacific Group Stock since
the immediately preceding Quarterly Dividend Payment Date or, with
respect to the first Quarterly Dividend Payment Date, since the first
issuance of a Unit of Series B Junior Preferred Stock, and (ii)
subject to the provision for adjustment hereinafter set forth,
quarterly distributions (payable in kind) on each Quarterly Dividend
Payment Date in an amount per Unit equal to the aggregate per share
amount of all non-cash dividends or other distributions (other than a
dividend payable in shares of Georgia-Pacific Group Stock or a
subdivision of the outstanding shares of Georgia-Pacific Group Stock,
by reclassification or otherwise) declared on shares of Georgia-
Pacific Group Stock since the immediately preceding Quarterly Dividend
Payment Date, or with respect to the first Quarterly Dividend Payment
Date, since the first
<PAGE>
issuance of a Unit of Series B Junior Preferred Stock. In the
event that the Corporation shall at any time after the initial
issuance of Georgia-Pacific Group Stock and Timber Stock (i) declare
any dividend on outstanding shares of Georgia-Pacific Group Stock
payable in shares of Georgia-Pacific Group Stock, (ii) subdivide
outstanding shares of Georgia-Pacific Group Stock into a greater
number of shares or (iii) combine outstanding shares of Georgia-
Pacific Group Stock into a smaller number of shares, then in each such
case the amount to which the holder of a Unit of Series B Junior
Preferred Stock was entitled immediately prior to such event pursuant
to the preceding sentence shall be adjusted by multiplying such amount
by a fraction the numerator of which shall be the number of shares of
Georgia-Pacific Group Stock that are outstanding immediately after
such event and the denominator of which shall be the number of shares
of Georgia-Pacific Group Stock that were outstanding immediately prior
to such event.
(B) The Corporation shall declare a dividend or distribution on
Units of Series B Junior Preferred Stock as provided in paragraph (A)
above immediately after it declares a dividend or distribution on the
shares of Georgia-Pacific Group Stock (other than a dividend payable
in shares of Georgia-Pacific Group Stock); provided, however, that, in
the event no dividend or distribution shall have been declared on the
Georgia-Pacific Group Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $0.35 per Unit on the Series B Junior
Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and shall be cumulative on
each outstanding Unit of Series B Junior Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issuance of
such Unit of Series B Junior Preferred Stock, unless the date of
issuance of such Unit is prior to the record date for the first
Quarterly Dividend Payment Date, in which case, dividends on such Unit
shall begin to accrue from the date of issuance of such Unit, or
unless the date of issuance is a Quarterly Dividend Payment Date or is
a date after the record date for the determination of holders of Units
of Series B Junior Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on Units of Series B
Junior Preferred Stock in an amount less than the aggregate amount of
all such dividends at the time accrued and payable on such Units shall
be allocated pro rata on a unit-by-unit basis among all Units of
Series B Junior Preferred Stock at the time outstanding. The Board of
Directors may fix a record date for the determination of holders
-2-
<PAGE>
of Units of Series B Junior Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon, which record
date shall be no more than 30 days prior to the date fixed for the
payment thereof.
Section 3. Voting Rights. The holders of Units of Series B
-------------
Junior Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each Unit of Series B Junior Preferred Stock shall entitle the
holder thereof to one vote on all matters submitted to a vote of the
shareholders of the Corporation. In the event the Corporation shall at
any time after the initial issuance of Georgia-Pacific Group Stock and
Timber Stock (i) declare any dividend on outstanding shares of
Georgia-Pacific Group Stock payable in shares of Georgia-Pacific Group
Stock, (ii) subdivide outstanding shares of Georgia-Pacific Group
Stock into a greater number of shares or (iii) combine the outstanding
shares of Georgia-Pacific Group Stock into a smaller number of shares,
then in each such case the number of votes per Unit to which holders
of Units of Series B Junior Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number by a
fraction the numerator of which shall be the number of shares of
Georgia-Pacific Group Stock outstanding immediately after such event
and the denominator of which shall be the number of shares of Georgia-
Pacific Group Stock that were outstanding immediately prior to such
event.
(B) Except as otherwise provided herein or by law, the holders of
Units of Series A Junior Preferred Stock, Series B Junior Preferred
Stock and Series C Junior Preferred Stock and the holders of shares of
Georgia-Pacific Group Stock and Timber Stock shall vote together as
one voting group on all matters submitted to a vote of shareholders of
the Corporation.
(C) (i) If at any time dividends on any Units of Series B Junior
Preferred Stock shall be in arrears in an amount equal to six
quarterly dividends thereon, then during the period (a "default
period") from the occurrence of such event until such time as all
accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all Units of
Series B Junior Preferred Stock then outstanding shall have been
declared and paid or set apart for payment, all holders of Units of
Series B Junior Preferred Stock, voting separately as a voting group,
shall have the right to elect two Directors.
(ii) During any default period, such voting rights of the
holders of Units of Series B Junior Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii)
of this
-3-
<PAGE>
Section 3(C) or at any annual meeting of shareholders, and thereafter
at annual meetings of shareholders, provided that neither such voting
rights nor any right of the holders of Units of Series B Junior
Preferred Stock to increase, in certain cases, the authorized number
of Directors may be exercised at any meeting unless one-third of the
outstanding Units of Series B Junior Preferred Stock shall be present
at such meeting in person or by proxy. The absence of a quorum of the
holders of Common Stock shall not affect the exercise by the holders
of Units of Series B Junior Preferred Stock of such rights. At any
meeting at which the holders of Units of Series B Junior Preferred
Stock shall exercise such voting rights initially during an existing
default period, they shall have the right, voting separately as a
voting group, to elect Directors to fill up to two vacancies in the
Board of Directors, if any such vacancies may then exist, or, if such
right is exercised at an annual meeting, to elect two Directors. If
the number which may be so elected at any special meeting does not
amount to the required number, the holders of the Series B Junior
Preferred Stock shall have the right to make such increase in the
number of Directors as shall be necessary to permit the election by
them of the required number. After the holders of Units of Series B
Junior Preferred Stock shall have exercised their right to elect
Directors during any default period, the number of Directors shall not
be increased or decreased except as approved by a vote of the holders
of Units of Series B Junior Preferred Stock as herein provided or
pursuant to the rights of the Series A Junior Preferred Stock or
Series C Junior Preferred Stock or pursuant to the rights of any
equity securities ranking senior to the Series B Junior Preferred
Stock.
(iii) Unless the holders of Series B Junior Preferred Stock
shall, during an existing default period, have previously exercised
their right to elect Directors, the Board of Directors may order, or
any shareholder or shareholders owning in the aggregate not less than
25% of the total number of Units of Series B Junior Preferred Stock
outstanding may request in writing, the calling of a special meeting
of the holders of Units of Series B Junior Preferred Stock, which
meeting shall thereupon be called by the Secretary of the Corporation.
Notice of such meeting and of any annual meeting at which holders of
Units of Series B Junior Preferred Stock are entitled to vote pursuant
to this paragraph (C)(iii) shall be given to each holder of record of
Units of Series B Junior Preferred Stock by mailing a copy of such
notice to him at his last address as the same appears on the books of
the Corporation. Such meeting shall be called for a time not earlier
than 10 days and not later than 60 days after such order or request or
in default of the calling of such meeting within 60 days after such
order or request, such meeting may be called on similar notice by any
shareholder or shareholders owning in the aggregate not less than 25%
of the total number of outstanding Units of Series B Junior Preferred
Stock.
-4-
<PAGE>
(iv) During any default period, the holders of shares of
Georgia-Pacific Group Stock, Timber Stock and Units of Series B Junior
Preferred Stock, and other classes or series of stock of the
Corporation, if applicable, shall continue to be entitled to elect all
the Directors until the holders of Units of Series B Junior Preferred
Stock shall have exercised their right to elect two Directors voting
as a separate voting group, after the exercise of which right (x) the
Directors so elected by the holders of Units of Series B Junior
Preferred Stock shall continue in office until their successors shall
have been elected by such holders or until the expiration of the
default period, and (y) any vacancy in the Board of Directors may
(except as provided in paragraph (C)(ii) of this Section 3) be filled
by a vote of a majority of the remaining Directors theretofore elected
by the holders of the class or series of capital stock which elected
the Director whose office shall have become vacant. References in this
paragraph (C) to Directors elected by the holders of a particular
class or series of capital stock shall include Directors elected by
such Directors to fill vacancies as provided in clause (y) of the
foregoing sentence.
(v) Immediately upon the expiration of a default period,
(x) the right of the holders of Units of Series B Junior Preferred
Stock as a separate voting group to elect Directors shall cease, (y)
the term of any Directors elected by the holders of Units of Series B
Junior Preferred Stock as a separate voting group shall terminate, and
(z) the number of Directors shall be such number as may be provided
for in the Articles or By-laws irrespective of any increase made
pursuant to the provisions of paragraph (C)(ii) of this Section 3
(such number being subject, however, to change thereafter in any
manner provided by law or in the Articles or By-laws). Any vacancies
in the Board of Directors effected by the provisions of clauses (y)
and (z) in the preceding sentence may be filled by a majority of the
remaining Directors.
(vi) The provisions of this paragraph (C) shall govern the
election of Directors by holders of Units of Series B Junior Preferred
Stock during any default period notwithstanding any provisions of the
Articles to the contrary.
(D) Except as set forth herein, holders of Units of Series B
Junior Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled
to vote with holders of shares of Georgia-Pacific Group Stock or
Timber Stock or any other class or series of capital stock of the
Corporation, as applicable) for taking any corporate action.
Section 4. Certain Restrictions. (A) Whenever quarterly
--------------------
dividends or other dividends or distributions payable on Units of
Series B Junior
-5-
<PAGE>
Preferred Stock as provided in Section 2 are in arrears, thereafter
and until all accrued and unpaid dividends and distributions, whether
or not declared, on outstanding Units of Series B Junior Preferred
Stock shall have been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other
distributions on any shares of parity stock, except dividends paid
ratably on Units of Series B Junior Preferred Stock and shares of
all such parity stock on which dividends are payable or in arrears
in proportion to the total amounts to which the holders of such
Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any parity stock, provided, however, that
-------- -------
the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such parity stock in exchange for shares of
any junior stock; or
(iv) purchase or otherwise acquire for consideration any
Units of Series B Junior Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such
Units.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.
Section 5. Reacquired Shares. Any Units of Series B Junior
-----------------
Preferred Stock purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and cancelled automatically
upon the acquisition thereof. All such Units shall, upon their
cancellation, become authorized but unissued Units of Junior Preferred
Stock and may be reissued as part of a new series of Junior Preferred
Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set
forth herein.
Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
--------------------------------------
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (i) to the holders of
shares of
-6-
<PAGE>
junior stock unless the holders of Units of Series B Junior
Preferred Stock shall have received, subject to adjustment as
hereinafter provided in paragraph (B), the greater of either (a) $.01
per Unit plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not earned or declared, to the date
of such payment, or (b) the amount per Unit equal to the aggregate per
share amount to be distributed to holders of shares of Georgia-Pacific
Group Stock, or (ii) to the holders of shares of parity stock, unless
simultaneously therewith distributions are made ratably on Units of
Series B Junior Preferred Stock and all other shares of such parity
stock in proportion to the total amounts to which the holders of Units
of Series B Junior Preferred Stock are entitled under clause (i)(a) of
this sentence and to which the holders of shares of such parity stock
are entitled, in each case upon such liquidation, dissolution or
winding up.
(B) In the event the Corporation shall at any time after the
initial issuance of Georgia-Pacific Group Stock and Timber Stock (i)
declare any dividend on outstanding shares of Georgia-Pacific Group
Stock payable in shares of Georgia-Pacific Group Stock, (ii) subdivide
outstanding shares of Georgia-Pacific Group Stock into a greater
number of shares, or (iii) combine outstanding shares of Georgia-
Pacific Group Stock into a smaller number of shares, then in each such
case the aggregate amount to which holders of Units of Series B Junior
Preferred Stock were entitled immediately prior to such event pursuant
to clause (i)(b) of paragraph (A) of this Section 6 shall be adjusted
by multiplying such amount by a fraction the numerator of which shall
be the number of shares of Georgia-Pacific Group Stock that are
outstanding immediately after such event and the denominator of which
shall be the number of shares of Georgia-Pacific Group Stock that were
outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation
--------------------------
shall enter into any consolidation, merger, combination or other
transaction in which the shares of Georgia-Pacific Group Stock are
exchanged for or converted into other stock or securities, cash and/or
any other property, then in any such case Units of Series B Junior
Preferred Stock shall at the same time be similarly exchanged for or
converted into an amount per Unit (subject to the provision for
adjustment hereinafter set forth) equal to the aggregate amount of
stock, securities, cash and/or any other property (payable in kind),
as the case may be, into which or for which each share of Georgia-
Pacific Group Stock is converted or exchanged. In the event the
Corporation shall at any time after the initial issuance of Georgia-
Pacific Group Stock and Timber Stock (i) declare any dividend on
outstanding shares of Georgia-Pacific Group Stock payable in shares of
Georgia-Pacific Group Stock, (ii) subdivide outstanding shares of
Georgia-Pacific Group Stock into a greater number of shares, or (iii)
combine outstanding Georgia-Pacific Group Stock into a smaller number
of shares, then in each
-7-
<PAGE>
such case the amount set forth in the immediately preceding sentence
with respect to the exchange or conversion of Units of Series B Junior
Preferred Stock shall be adjusted by multiplying such amount by a
fraction the numerator of which shall be the number of shares of
Georgia-Pacific Group Stock that are outstanding immediately after
such event and the denominator of which shall be the number of shares
of Georgia-Pacific Group Stock that were outstanding immediately prior
to such event.
Section 8. Redemption. The Units of Series B Junior Preferred
----------
Stock shall not be redeemable. Notwithstanding the foregoing, the
Corporation may acquire shares of Series B Junior Preferred Stock in
any other manner permitted by applicable law or these Articles.
Section 9. Ranking. The Units of Series B Junior Preferred Stock
-------
shall rank senior to the Georgia-Pacific Group Stock and the Timber
Stock, on a parity with the Series A Junior Preferred Stock and Series
C Junior Preferred Stock and junior to all other series of the Junior
Preferred Stock and to any other series or class of Preferred Stock
that hereafter may be issued by the Corporation as to the payment of
distributions and dividends and the distribution of assets upon
liquidation, unless the terms of any such series or class shall
provide otherwise.
Section 10. Amendment. The Articles shall not hereafter be
---------
amended, either directly or indirectly, or through merger or
consolidation with another corporation, in any manner that would alter
or change the powers, preferences or special rights of the Series B
Junior Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority or more of the
outstanding Units of Series B Junior Preferred Stock, voting
separately as a voting group.
Section 11. Fractional Shares. The Series B Junior Preferred
-----------------
Stock may be issued in Units or other fractions of a share, which
Units or fractions shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all
other rights of holders of Series B Junior Preferred Stock.
Section 12. Certain Definitions. As used herein with respect to
-------------------
the Series B Junior Preferred Stock, the following terms shall have
the following meanings:
(A) The term "junior stock" (i) as used in Section 4, shall mean
the Georgia-Pacific Group Stock and the Timber Stock and any other
class or series of capital stock of the Corporation hereafter
authorized or issued over which the Series B Junior Preferred Stock
has preference or priority
-8-
<PAGE>
as to the payment of dividends and (ii) as used in Section 6, shall
mean the Georgia-Pacific Group Stock and the Timber Stock and any
other class or series of capital stock of the Corporation over which
the Series B Junior Preferred Stock has preference or priority in the
distribution of assets on any liquidation, dissolution or winding up
of the Corporation.
(B) The term "parity stock" (i) as used in Section 4, shall mean
any class or series of stock of the Corporation hereafter authorized
or issued ranking pari passu with the Series B Junior Preferred Stock
---- -----
as to dividends and (ii) as used in Section 6, shall mean any class or
series of capital stock ranking pari passu with the Series B Junior
---- -----
Preferred Stock in the distribution of assets on any liquidation,
dissolution or winding up.
-9-
<PAGE>
EXHIBIT B-2
-----------
SERIES C PREFERRED STOCK DESIGNATION
The Board of Directors of the Company has approved the following
provisions to be set forth in Article IV of the Restated Articles setting forth
certain relative rights and preferences of the Series C Preferred Shares:
The following are the voting powers, designation, preferences and
relative, participating, optional and other special rights, and qualifications,
limitations and restrictions, in addition to those previously set forth in this
Article IV, of "Series C Junior Preferred Stock":
Section 1. Designation and Amount. The shares of such series
----------------------
shall be designated as "Series C Junior Preferred Stock" and the
number of shares constituting such series shall be 5,000,000.
Section 2. Dividends and Distributions. (A) Subject to the
---------------------------
prior and superior rights of the holders of any shares of any other
series of Preferred Stock or Junior Preferred Stock or any other
shares of capital stock of the Corporation ranking prior and superior
to the shares of Series C Junior Preferred Stock with respect to
dividends, each holder of one one-hundredth (1/100th) of a share (a
"Unit") of Series C Junior Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of
funds legally available for that purpose, (i) quarterly dividends
payable in cash on the first day of January, April, July and October
in each year (each such date being a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of such Unit of Series C Junior Preferred Stock, in
an amount per Unit (rounded to the nearest cent) equal to the greater
of (a) $0.35 or (b) subject to the provision for adjustment
hereinafter set forth, the aggregate per share amount of all cash
dividends declared on shares of the Timber Stock since the immediately
preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of a
Unit of Series C Junior Preferred Stock, and (ii) subject to the
provision for adjustment hereinafter set forth, quarterly
distributions (payable in kind) on each Quarterly Distribution Payment
Date in an amount per Unit equal to the aggregate per share amount of
all non-cash dividends or other distributions (other than a dividend
payable in shares of Timber Stock or a subdivision of the outstanding
shares of Timber Stock, by reclassification or otherwise) declared on
shares of Timber Stock since the immediately preceding Quarterly
Dividend Payment Date, or with respect to the first Quarterly Dividend
Payment Date, since the first issuance of a Unit of Series C Junior
<PAGE>
Preferred Stock. In the event that the Corporation shall at
any time after the initial issuance of Georgia-Pacific Group Stock and
Timber Stock (i) declare any dividend on outstanding shares of Timber
Stock payable in shares of Timber Stock, (ii) subdivide outstanding
shares of Timber Stock into a greater number of shares or (iii)
combine outstanding shares of Timber Stock into a smaller number of
shares, then in each such case the amount to which the holder of a
Unit of Series C Junior Preferred Stock was entitled immediately prior
to such event pursuant to the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which shall be
the number of shares of Timber Stock that are outstanding immediately
after such event and the denominator of which shall be the number of
shares of Timber Stock that were outstanding immediately prior to such
event.
(B) The Corporation shall declare a dividend or distribution on
Units of Series C Junior Preferred Stock as provided in paragraph (A)
above immediately after it declares a dividend or distribution on the
shares of Timber Stock (other than a dividend payable in shares of
Timber Stock); provided, however, that, in the event no dividend or
-------- -------
distribution shall have been declared on the Timber Stock during the
period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $0.35 per
Unit on the Series C Junior Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and shall be cumulative on
each outstanding Unit of Series C Junior Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issuance of
such Unit of Series C Junior Preferred Stock, unless the date of
issuance of such Unit is prior to the record date for the first
Quarterly Dividend Payment Date, in which case, dividends on such Unit
shall begin to accrue from the date of issuance of such Unit, or
unless the date of issuance is a Quarterly Dividend Payment Date or is
a date after the record date for the determination of holders of Units
of Series C Junior Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on Units of Series C
Junior Preferred Stock in an amount less than the aggregate amount of
all such dividends at the time accrued and payable on such Units shall
be allocated pro rata on a unit-by-unit basis among all Units of
Series C Junior Preferred Stock at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of
Units of Series C Junior Preferred Stock entitled to receive payment
of a
-2-
<PAGE>
dividend or distribution declared thereon, which record date shall
be no more than 30 days prior to the date fixed for the payment
thereof.
Section 3. Voting Rights. The holders of Units of Series C
-------------
Junior Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each Unit of Series C Junior Preferred Stock shall entitle the
holder thereof to the number of votes per share which the holders of
Timber Stock then have with respect to matters submitted to a vote of
the shareholders of the Corporation. In the event the Corporation
shall at any time after the initial issuance of Georgia-Pacific Group
Stock and Timber Stock (i) declare any dividend on outstanding shares
of Timber Stock payable in shares of Timber Stock, (ii) subdivide
outstanding shares of Timber Stock into a greater number of shares or
(iii) combine the outstanding shares of Timber Stock into a smaller
number of shares, then in each such case the number of votes per Unit
to which holders of Units of Series C Junior Preferred Stock were
entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction the numerator of which shall be
the number of shares of Timber Stock outstanding immediately after
such event and the denominator of which shall be the number of shares
of Timber Stock that were outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by applicable law, the
holders of Units of Series A Junior Preferred Stock, Series B Junior
Preferred Stock and Series C Junior Preferred Stock and the holders of
shares of Timber Stock and Georgia-Pacific Group Stock shall vote
together as one voting group on all matters submitted to a vote of
shareholders of the Corporation.
(C) (i) If at any time dividends on any Units of Series C Junior
Preferred Stock shall be in arrears in an amount equal to six
quarterly dividends thereon, then during the period (a "default
period") from the occurrence of such event until such time as all
accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all Units of
Series C Junior Preferred Stock then outstanding shall have been
declared and paid or set apart for payment, all holders of Units of
Series C Junior Preferred Stock, voting separately as a class, shall
have the right to elect two Directors.
(ii) During any default period, such voting rights of the
holders of Units of Series C Junior Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii)
of this Section 3(C) or at any annual meeting of shareholders, and
thereafter at annual meetings of shareholders, provided that neither
such voting rights
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<PAGE>
nor any right of the holders of Units of Series C Junior Preferred
Stock to increase, in certain cases, the authorized number of
Directors may be exercised at any meeting unless one-third of the
outstanding Units of Series C Junior Preferred Stock shall be present
at such meeting in person or by proxy. The absence of a quorum of the
holders of Common Stock shall not affect the exercise by the holders
of Units of Series C Junior Preferred Stock of such rights. At any
meeting at which the holders of Units of Series C Junior Preferred
Stock shall exercise such voting rights initially during an existing
default period, they shall have the right, voting separately as a
voting group, to elect Directors to fill up to two vacancies in the
Board of Directors, if any such vacancies may then exist, or, if such
right is exercised at an annual meeting, to elect two Directors. If
the number which may be so elected at any special meeting does not
amount to the required number, the holders of the Series C Junior
Preferred Stock shall have the right to make such increase in the
number of Directors as shall be necessary to permit the election by
them of the required number. After the holders of Units of Series C
Junior Preferred Stock shall have exercised their right to elect
Directors during any default period, the number of Directors shall not
be increased or decreased except as approved by a vote of the holders
of Units of Series C Junior Preferred Stock as herein provided or
pursuant to the rights of the Series A Junior Preferred Stock or
Series B Junior Preferred Stock or pursuant to the rights of any
equity securities ranking senior to the Series C Junior Preferred
Stock.
(iii) Unless the holders of Series C Junior Preferred Stock
shall, during an existing default period, have previously exercised
their right to elect Directors, the Board of Directors may order, or
any shareholder or shareholders owning in the aggregate not less than
25% of the total number of Units of Series C Junior Preferred Stock
outstanding may request in writing, the calling of a special meeting
of the holders of Units of Series C Junior Preferred Stock, which
meeting shall thereupon be called by the Secretary of the Corporation.
Notice of such meeting and of any annual meeting at which holders of
Units of Series C Junior Preferred Stock are entitled to vote pursuant
to this paragraph (C)(iii) shall be given to each holder of record of
Units of Series C Junior Preferred Stock by mailing a copy of such
notice to him at his last address as the same appears on the books of
the Corporation. Such meeting shall be called for a time not earlier
than 10 days and not later than 60 days after such order or request or
in default of the calling of such meeting within 60 days after such
order or request, such meeting may be called on similar notice by any
shareholder or shareholders owning in the aggregate not less than 25%
of the total number of outstanding Units of Series C Junior Preferred
Stock.
(iv) During any default period, the holders of shares of
Georgia-Pacific Group Stock, Timber Stock and Units of Series C Junior
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Preferred Stock, and other classes or series of stock of the
Corporation, if applicable, shall continue to be entitled to elect all
the Directors until the holders of Units of Series C Junior Preferred
Stock shall have exercised their right to elect two Directors voting
as a separate voting group, after the exercise of which right (x) the
Directors so elected by the holders of Units of Series C Junior
Preferred Stock shall continue in office until their successors shall
have been elected by such holders or until the expiration of the
default period, and (y) any vacancy in the Board of Directors may
(except as provided in paragraph (C)(ii) of this Section 3) be filled
by a vote of a majority of the remaining Directors theretofore elected
by the holders of the class or series of capital stock which elected
the Director whose office shall have become vacant. References in this
paragraph (C) to Directors elected by the holders of a particular
class or series of capital stock shall include Directors elected by
such Directors to fill vacancies as provided in clause (y) of the
foregoing sentence.
(v) Immediately upon the expiration of a default period,
(x) the right of the holders of Units of Series C Junior Preferred
Stock as a separate voting group to elect Directors shall cease, (y)
the term of any Directors elected by the holders of Units of Series C
Junior Preferred Stock as a separate voting group shall terminate, and
(z) the number of Directors shall be such number as may be provided
for in the Articles or By-laws irrespective of any increase made
pursuant to the provisions of paragraph (C)(ii) of this Section 3
(such number being subject, however, to change thereafter in any
manner provided by law or in the Articles or By-laws). Any vacancies
in the Board of Directors effected by the provisions of clauses (y)
and (z) in the preceding sentence may be filled by a majority of the
remaining Directors.
(vi) The provisions of this paragraph (C) shall govern the
election of Directors by holders of Units of Series C Junior Preferred
Stock during any default period notwithstanding any provisions of the
Articles to the contrary.
(D) Except as set forth herein, holders of Units of Series C
Junior Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled
to vote with holders of shares of Georgia-Pacific Group Stock or
Timber Stock or any other class or series of capital stock of the
Corporation, as applicable) for taking any corporate action.
Section 4. Certain Restrictions. (A) Whenever quarterly
--------------------
dividends or other dividends or distributions payable on Units of
Series C Junior Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared,
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<PAGE>
on outstanding Units of Series C Junior Preferred Stock shall have
been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other
distributions on any shares of parity stock, except dividends
paid ratably on Units of Series C Junior Preferred Stock and
shares of all such parity stock on which dividends are payable or
in arrears in proportion to the total amounts to which the
holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any parity stock, provided, however, that
-------- -------
the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such parity stock in exchange for shares of
any junior stock; or
(iv) purchase or otherwise acquire for consideration any
Units of Series C Junior Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such
Units.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.
Section 5. Reacquired Shares. Any Units of Series C Junior
-----------------
Preferred Stock purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and cancelled automatically
upon the acquisition thereof. All such Units shall, upon their
cancellation, become authorized but unissued Units of Junior Preferred
Stock and may be reissued as part of a new series of Junior Preferred
Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set
forth herein.
Section 6. Liquidation, Dissolution or Winding Up. (A) Upon
--------------------------------------
any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, no distribution shall be made (i) to the holders of
shares of junior stock unless the holders of Units of Series C Junior
Preferred Stock shall have received, subject to adjustment as
hereinafter provided in
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<PAGE>
paragraph (B), the greater of (a) $.01 per Unit plus an amount equal
to accrued and unpaid dividends and distributions thereon, whether or
not earned or declared, to the date of such payment, or (b) the amount
per Unit equal to the aggregate per share amount to be distributed to
holders of shares of Timber Stock, or (ii) to the holders of shares of
parity stock, unless simultaneously therewith distributions are made
ratably on Units of Series C Junior Preferred Stock and all other
shares of such parity stock in proportion to the total amounts to
which the holders of Units of Series C Junior Preferred Stock are
entitled under clause (i)(a) of this sentence and to which the holders
of shares of such parity stock are entitled, in each case upon such
liquidation, dissolution or winding up.
(B) In the event the Corporation shall at any time after the
initial issuance of Georgia-Pacific Group Stock and Timber Stock (i)
declare any dividend on outstanding shares of Timber Stock payable in
shares of Timber Stock, (ii) subdivide outstanding shares of Timber
Stock into a greater number of shares, or (iii) combine outstanding
shares of Timber Stock into a smaller number of shares, then in each
such case the aggregate amount to which holders of Units of Series C
Junior Preferred Stock were entitled immediately prior to such event
pursuant to clause (i)(b) of paragraph (A) of this Section 6 shall be
adjusted by multiplying such amount by a fraction the numerator of
which shall be the number of shares of Timber Stock that are
outstanding immediately after such event and the denominator of which
shall be the number of shares of Timber Stock that were outstanding
immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation
--------------------------
shall enter into any consolidation, merger, combination or other
transaction in which the shares of Timber Stock are exchanged for or
converted into other stock or securities, cash and/or any other
property, then in any such case Units of Series C Junior Preferred
Stock shall at the same time be similarly exchanged for or converted
into an amount per Unit (subject to the provision for adjustment
hereinafter set forth) equal to the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Timber Stock is
converted or exchanged. In the event the Corporation shall at any time
after the initial issuance of Georgia-Pacific Group Stock and Timber
Stock (i) declare any dividend on outstanding shares of Timber Stock
payable in shares of Timber Stock, (ii) subdivide outstanding shares
of Timber Stock into a greater number of shares, or (iii) combine
outstanding Timber Stock into a smaller number of shares, then in each
such case the amount set forth in the immediately preceding sentence
with respect to the exchange or conversion of Units of Series C Junior
Preferred Stock shall be adjusted by multiplying such amount by a
fraction the numerator of which shall be the number of shares of
Timber Stock that are outstanding
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<PAGE>
immediately after such event and the denominator of which shall be the
number of shares of Timber Stock that were outstanding immediately
prior to such event.
Section 8. Redemption. The Units of Series C Junior Preferred
----------
Stock shall not be redeemable. Notwithstanding the foregoing, the
Corporation may acquire shares of Series C Junior Preferred Stock in
any other manner permitted by applicable law or the Articles.
Section 9. Ranking. The Units of Series C Junior Preferred
-------
Stock shall rank senior to the Timber Stock and the Georgia-Pacific
Group Stock, on a parity with the Series A Junior Preferred Stock and
Series B Junior Preferred Stock and junior to all other series of the
Junior Preferred Stock and to any other series or class of Preferred
Stock that hereafter may be issued by the Corporation as to the
payment of dividends and the distribution of assets, unless the terms
of any such series or class shall provide otherwise.
Section 10. Amendment. The Articles shall not hereafter be
---------
amended, either directly or indirectly, or through merger or
consolidation with another corporation, in any manner that would alter
or change the powers, preferences or special rights of the Series C
Junior Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority or more of the
outstanding Units of Series C Junior Preferred Stock, voting
separately as a voting group.
Section 11. Fractional Shares. The Series C Junior Preferred
-----------------
Stock may be issued in Units or other fractions of a share, which
Units or fractions shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all
other rights of holders of Series C Junior Preferred Stock.
Section 12. Certain Definitions. As used herein with respect
-------------------
to the Series C Junior Preferred Stock, the following terms shall have
the following meanings:
(A) The term "junior stock" (i) as used in Section 4, shall mean
the Georgia-Pacific Group Stock and the Timber Stock and any other
class or series of capital stock of the Corporation hereafter
authorized or issued over which the Series C Junior Preferred Stock
has preference or priority as to the payment of dividends and (ii) as
used in Section 6, shall mean the Georgia-Pacific Group Stock and the
Timber Stock and any other class or series of capital stock of the
Corporation over which the Series C Junior Preferred Stock has
preference or priority
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<PAGE>
in the distribution of assets on any liquidation, dissolution or
winding up of the Corporation.
(B) The term "parity stock" (i) as used in Section 4, shall mean
any class or series of stock of the Corporation hereafter authorized
or issued ranking pari passu with the Series C Junior Preferred Stock
---- -----
as to dividends and (ii) as used in Section 6, shall mean any class or
series of capital stock ranking pari passu with the Series C Junior
---- -----
Preferred Stock in the distribution of assets on any liquidation,
dissolution or winding up.
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