SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 17, 1997
(Date of Report)
GEORGIA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
GEORGIA
(State of Incorporation)
1-3506
(Commission File Number)
93-0432081
(IRS Employer Identification Number)
133 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
(Address of Principal Executive Offices)
(404) 652-4000
(Registrant's Telephone Number, including area code)
ITEM 5. OTHER EVENTS.
On September 17, 1997, the Corporation issued the following press release.
ATLANTA -- Georgia-Pacific Corp. (NYSE: GP) today announced that its board
of directors has approved a plan to separate its timber business into a
new operating
group and to distribute a new class of common stock to its shareholders
intended to
unlock value by separately reflecting the performance of that business. The
company's new timber group will be the third largest private timberland owner in
North America with 5.8 million acres in the United States and Canada.
If the plan is approved by shareholders, Georgia-Pacific's existing common
stock will be redesignated as Georgia-Pacific group common stock and is intended
to
separately reflect the performance of the company's pulp, paper and building
products businesses. The company will issue a dividend of one share of the
newly
created class of timber group common stock for each share of Georgia-Pacific
group
stock. Georgia-Pacific Corp. will apply to list both classes of common stock on
the New York Stock Exchange. The transaction, which is anticipated to be tax
free
to both the company and its shareholders, will be submitted to shareholders for
approval at a special meeting expected to be held in December.
The separation of the timber group from the company's pulp, paper and
building
products businesses, together with the creation of two classes of common stock
known as "letter stock," is designed to charge the managers of each group with
the responsibility of maximizing the returns from their respective
businesses, and
to enable each group to either retain its cash flow for reinvestment in its
business or to return cash to its shareholders. Investors in timber group stock
are expected to benefit from the relatively stable cash flows of that business
and
the expected real growth in timber prices. Investors in Georgia-Pacific group
stock will continue to benefit from the operating leverage of a cyclical
commodity
business that has reduced annual capital spending to a normalized level of
approximately $750 million a year and adopted a more disciplined approach to
investing capital.
The $2 per share annual dividend currently paid to Georgia-Pacific
shareholders is expected to remain unchanged, with the company paying an annual
dividend of $1 per share on each class of common stock.
The creation of two classes of common stock should increase shareholder
value
by separating the cash flows and performance of two distinct businesses,
while at
the same time enabling Georgia-Pacific Corp. to retain ownership of its timber
assets and the advantages of doing business as a single company. These
advantages
include tax consolidation benefits as well as a combined company credit rating
and
lower borrowing costs than could be achieved if these businesses were
independent.
In addition, the separation of these two fundamentally different businesses will
increase management's ability to focus on maximizing returns from each business
group and will provide a structure for more specific employee incentive
opportunities that are tied directly to the share price performance of each
business.
This transaction does not change the company's current financial or
operating strategy. The company remains committed to continued capital
discipline and to returning cash to shareholders through share repurchases or
dividends in periods when it generates cash in excess of opportunities for
reinvestment and has met a debt target level of $5.5 billion. The restructuring
will not result in the distribution, spin-off or sale of any assets or
liabilities of Georgia-Pacific Corp. or in the creation of a new corporate
structure. Only the equity structure of the company will change.
"This letter stock recapitalization is a win-win solution for Georgia-
Pacific's shareholders. It unlocks the value of our tremendous timber and land
resources, but does not alter our fundamental operating and financial strategy,"
said Chairman and Chief Executive Officer A.D. "Pete" Correll.
"Several years ago, we instituted the EVA (Economic Value Added) financial
measurement method. Employing a letter stock linked to our timber assets is a
logical extension of that program because it will enable the equity markets to
separately value the operating returns of our timber group and our pulp,
paper and
building products businesses," he said. "This proposal is a means of creating
value for our shareholders, while retaining ownership of our timberlands."
Correll said that the board and management of Georgia-Pacific believe,
based
on consultation with its financial advisors and review of trading values of
other
corporations engaged in the timber and manufacturing businesses, that the
separation of the more stable and predictable cash flow of the timber business
from
those of the more cyclical manufacturing businesses, and the creation of two
classes of common stock to track those businesses, should result in greater
market
recognition of the value of each of these businesses.
"Each of our two operating groups' cash flow will be retained for
reinvestment in its business, or returned to its shareholders by way of
dividends
or stock repurchase programs. We will have two separate management teams
reporting
to me who are responsible for maximizing returns from their separate
businesses,"
Correll concluded. In that regard, Donald L. Glass, Georgia-Pacific's current
executive vice president of building products, has been appointed executive vice
president of timber and authorized by the board to serve as the timber group's
president and chief executive officer.
DESCRIPTION OF THE TIMBER COMPANY
The company's timber group will do business as "The Timber Company" and
will
be engaged in the growing and selling of timber and wood fiber. It owns
approximately 5.4 million acres of timberlands in the United States and Canada,
and
manages an additional 400,000 acres under long-term leases. Approximately 70
percent of the timberlands are in the South, 20 percent in the North and 10
percent
in the West. The timber group plants in excess of 125 million seedlings each
year
and aggressively manages its forests to maximize growth and productivity. It
also
is engaged in certain businesses related to ownership and management of
timberlands, including managing hunting leases and mineral reserves, seedling
production and real estate development.
Timber group sales were $547 million in 1996 and $493 million in 1995.
Operating profits for the timber business were $313 million in 1996 and $271
million in 1995. The business' 1996 pro forma earnings per share was $1.40,
compared with $1.08 in 1995. Approximately $1 billion of the company's total
debt
has been allocated to The Timber Company. In 1996 the timber group sold 16.1
million tons of timber, of which approximately 15 million tons were sold
directly
and indirectly to Georgia-Pacific's manufacturing operations. The timber
group's
standing inventory at the beginning of the year was 214.5 million tons of timber
and wood fiber.
The Timber Company's principal business strategy is to significantly
increase
growth rates on its timberlands to allow it to harvest greater volumes while at
the
same time increasing its inventory of standing timber. The Timber Company plans
to
achieve this objective by aggressively managing young trees to accelerate their
growth, replacing harvested mature timber with high-quality seedlings expected
to
have significantly improved survival and growth rates, and capitalizing on
improvements in conversion technology that permit mills to use smaller diameter
sawtimber.
The average annual growth rate on the timber group's established stands in
the
South is approximately 3.2 tons per acre. The timber group has achieved average
annual growth rates on newly established stands of more than 6 tons per acre.
Growth rates for Douglas fir plantations in the West also are expected to
increase
similarly.
While The Timber Company's harvest levels are expected to increase by
approximately 2 million tons during the next 10 years, the group projects
softwood
inventories will increase by about 12 percent during the same period. This
reflects the higher growth rates expected from intensive forest management,
particularly in the South, and large amounts of younger timber reaching
merchantable age.
The Timber Company also intends to continue to focus on cost control, seek
attractive acquisition and divestiture opportunities and ensure that its timber
operations are environmentally sustainable.
Georgia-Pacific's timberlands historically have provided approximately 25
percent of the timber and wood fiber used in its pulp, paper and building
products
manufacturing operations. The Timber Company and Georgia-Pacific have
negotiated
an operating policy governing future sales of timber and wood fiber by The
Timber
Company to Georgia-Pacific with an initial term of three years. Under this
policy,
from 1998 to 2000 Georgia-Pacific will be required to purchase, on a take or pay
basis, 60 percent of the volume of timber harvested annually from The Timber
Company's southern forests. Georgia-Pacific will have a right of first
refusal to
purchase up to 90 percent of the total annual harvest from each forest in 1998,
which it must exercise by Nov. 1, 1997. In 1999 and 2000, the volume subject to
this right of first refusal will decrease to 80 percent, and Georgia-Pacific
must
exercise its right no later than October 15 of the preceding year. The take or
pay
obligation is included in the first refusal amounts.
Prices will be determined quarterly, primarily on a stumpage basis. Such
prices will be based upon an average of the actual prices during the immediately
preceding quarter received by The Timber Company for sales to third parties, and
prices paid by Georgia-Pacific for purchases from third parties in the same
forest
region of timber and wood fiber of the same species, grade and size, and the
benefit to Georgia-Pacific's pulp, paper and building products operations of
having
access to a committed quantity of high-quality timber in close proximity to its
mills and plants.
This policy is intended to ensure that Georgia-Pacific will be able to
purchase from The Timber Company specified amounts of timber at prices that
reflect
those negotiated between unaffiliated third parties in the open market, while
ensuring that The Timber Company, beginning in 1999, will be able to sell up to
20
percent of its annual harvest in the open market. This policy will remain in
effect through 2000. If neither party gives notice of its desire to
renegotiate or
terminate the policy by October 15 of each year, the policy will be extended
automatically for another year. As a result, the policy in effect has a
two-year
termination clause to allow both Georgia-Pacific and The Timber Company to find
other sellers and purchasers of timber and wood fiber.
As previously mentioned, Donald L. Glass will serve as The Timber Company's
president and chief executive officer. He will report to Correll, chairman and
chief executive officer of Georgia-Pacific Corp. Within Georgia-Pacific Corp.'s
management structure, Glass will be executive vice president - timber,
representing
the business of The Timber Company. Glass has 25 years of management and sales
experience with the company. Throughout the 1990s, Glass led Georgia-Pacific's
building products manufacturing businesses, serving as senior and executive vice
president. He managed Georgia-Pacific's timberlands from 1989 to 1991 when they
were combined with the company's building products business. During the 1980s,
Glass held numerous positions of increasing responsibility as a vice
president of
several Georgia-Pacific businesses, including its international division, gypsum
and roofing division, and the Midwest region of its building products
distribution
division. He joined the company in 1972 as a building products distribution
sales representative.
DESCRIPTION OF GEORGIA-PACIFIC CORP.
Georgia-Pacific is one of the world's leading manufacturers and
distributors
of pulp, paper and building products. Founded in 1927, with sales today at more
than $13 billion annually, Georgia-Pacific has grown rapidly through expansion
and
acquisitions. The company is the largest producer of structural and other wood
panels, the nation's largest distributor of building products, and the second
largest producer of lumber, market pulp, communication papers and
containerboard.
Georgia-Pacific also is a leading manufacturer of consumer and commercial tissue
products.
Georgia-Pacific operates 81 pulp and paper manufacturing facilities in the
United States and one in Canada. These businesses, with combined production
capacity of 9.3 million tons annually, generated $32 million in operating
profits
in the first six months of 1997, $390 million in 1996 and more than $1.6
billion in
1995. Georgia-Pacific is the leading manufacturer and distributor of building
products with 153 facilities in the United States and seven in Canada. The
building products businesses generated $492 million in operating profits in the
1997 first six months, $516 million in 1996 and $669 million in 1995. Georgia-
Pacific's distribution business remains the nation's largest wholesale
distributor of building materials.
SEC REGISTRATION FILING
Georgia-Pacific said that it is filing a preliminary proxy statement and
prospectus with the Securities and Exchange Commission today for a special
meeting of shareholders that the company expects to hold in mid-December. At
the meeting, shareholders will be asked to approve changes to the company's
Articles of Incorporation to convert each outstanding share of Georgia-Pacific
common stock to a share of Georgia-Pacific group stock, and to create the new
class of common stock that will track the business of The Timber Company.
Shareholders also will be asked to vote on the creation of two new long-term
incentive plans, one for each group, which will allow for the granting of stock
options, restricted stock awards and performance awards to employees of each
group. Finally, shareholders also will be asked to approve changes to the 1995
Shareholder Value Incentive Plan to suspend granting of additional options under
that plan and to convert outstanding stock options into options to purchase
equal numbers of shares of Georgia-Pacific group stock and the timber group
stock.
The company expects to mail final proxy soliciting materials in November,
and if the transaction is approved by shareholders to make the distribution of
timber group common stock by year-end 1997.
OTHER GEORGIA-PACIFIC OFFICER REASSIGNMENTS
Additional senior management assignments approved by Georgia-Pacific's
board
include John F. Rasor, executive vice president of forest resources, who has
been
named executive vice president - wood procurement, gypsum and industrial wood
products. In this capacity, Rasor will continue to provide leadership for
Georgia-
Pacific's timber and wood procurement operations. In addition, he will assume
executive responsibility for the company's industrial wood products and gypsum
businesses, as well as building products administrative services.
Ronald L. Paul, vice president of structural panels and building products
engineering, has been promoted to executive vice president - wood products, with
additional responsibility for the company's lumber business.
The company's chemical division now will report to Lee M. Thomas, who will
become executive vice president - paper and chemicals.
Certain statements contained in this release, including statements
regarding future timber prices, growth rates, harvest levels and inventory
levels, and the expected effects of the transaction on shareholder value, as
well as other statements which are not historical facts, are forward-looking
statements (as such term is defined under the Private Securities Litigation
Reform Act of 1995) based on current expectations. The accuracy of such
statements is subject to a number of risks, uncertainties and assumptions
including, but not limited to, the effect of general economic conditions, market
demand risks, the effect of government, legislative and environmental
restrictions, the risk of losses from fires, floods and other natural disasters,
and future timber growth and yield responses in accordance with management's
present expectations. In addition, factors that could cause or contribute to
actual results differing materially from such forward-looking statements include
those risks, uncertainties and assumptions discussed in the company's Securities
and Exchange Commission filings, including, but not limited to, its Registration
Statement on Form S-4 filed today.
Selected financial data and questions and answers follow.
GEORGIA-PACIFIC CORPORATION --TIMBER GROUP
SELECTED FINANCIAL DATA
(In millions, except per share data)
SIX MONTHS
ENDED JUNE 30, YEAR ENDED DECEMBER 31,
1997 1996 1996 1995 1994 1993 1992
Net sales $268 $240 $547 $493 $425 $373 $376
Net income (1) 140 44 127 97 61 43 31
Pro forma net 1.54 0.49 1.40 1.08 0.68 0.49 0.36
income per share
Dividends per 0.50 0.50 1.00 0.95 0.80 0.80 0.80
share
Total assets 1,161 1,326 1,348 1,344 1,351 1,383
Total debt 1,000 1,316 1,365 1,373 1,372 1,370
EBITDA(2) 185 151 370 326 259 244 215
EBITDA margin(2) 69% 63% 68% 66% 61% 65% 57%
(1) Net income for the six months ended June 30, 1997 includes an after-tax
gain of $71 million (pro forma 78 cents per share) from the sale of timberlands.
(2) EBITDA represents income before income taxes, a $114 million pretax gain on
a sale of timberlands in 1997, interest, depreciation and cost of timber
harvested, and amortization. EBITDA margin is EBITDA divided by net sales.
GEORGIA-PACIFIC CORPORATION -- GEORGIA-PACIFIC GROUP
SELECTED FINANCIAL DATA
(In millions, except per share data)
SIX MONTHS
ENDED JUNE 30, YEAR ENDED DECEMBER 31,
1997 1996 1996 1995 1994 1993 1992
Net sales $6,417 $6,320 $12,901 $14,195 $12,624 $12,157 $11,715
Income (loss) before
extraordinary item
and accounting change (23) 16 34 921 265 (61) (91)
Pro forma income (loss)
before extraordinary
item and accounting
change per share (0.26) 0.17 0.38 10.21 2.98 (0.70) (1.05)
Dividends per share 0.50 0.50 1.00 0.95 0.80 0.80 0.80
Total assets 11,910 11,492 10,987 9,520 9,194 9,529
Total debt 4,607 4,612 4,226 4,348 4,365 4,518
EBITDA(2) 630 753 1,381 2,788 1,714 1,300 1,259
EBITDA margin(2) 10% 12% 11% 20% 14% 11% 11%
(1) Net income for the six months ended June 30, 1997 includes an after-tax
gain of $9 million (pro forma 10 cents per share) from the sale of a sawmill and
a particleboard plant. Net income for the six months ended June 30, 1996
includes an after-tax expense of $45 million (pro forma 50 cents per share)
related to a voluntary early retirement program. Net income in 1994 and 1993
includes after-tax gains of $39 million (pro forma 44 cents per share) and $7
million (pro forma 8 cents per share), respectively, from asset divestitures.
(2) EBITDA represents income before extraordinary item and accounting change,
income taxes, other income or expense, interest, depreciation and cost of timber
harvested, and amortization. EBITDA margin is EBITDA divided by net sales.
GEORGIA-PACIFIC CORPORATION
SELECTED FINANCIAL DATA
(In millions, except per share data)
SIX MONTHS
ENDED JUNE 30 YEAR ENDED DECEMBER 31,
1997 1996 1996 1995 1994 1993 1992
Net sales $6,471 $6,377 $13,024 $14,313$12,738 $12,287 $11,847
Income (loss) before
extraordinary item
and accounting change 117 60 161 1,018 326 (18) (60)
Income (loss) before
extraordinary item
and accounting change
per share 1.28 0.66 1.78 11.29 3.66 (0.21) (0.69)
Dividends per share 1.00 1.00 2.00 1.90 1.60 1.60 1.60
Total assets 13,071 12,818 12,335 10,864 10,545 10,912
Total debt 5,607 5,928 5,591 5,721 5,737 5,888
EBITDA(2) 815 904 1,751 3,114 1,973 1,544 1,474
EBITDA margin(2) 13% 14% 13% 22% 15% 13% 12%
(1) Net income for the six months ended June 30, 1997 includes an after-tax
gain of $80 million (88 cents per share) from the sale of timberlands, a sawmill
and a particleboard plant. Net income for the six months ended June 30, 1996
includes an after-tax expense of $45 million (50 cents per share) related to a
voluntary early retirement program. Net income in 1994 and 1993 includes after-
tax gains of $39 million (44 cents per share) and $7 million (8 cents per
share), respectively, from asset divestitures.
(2) EBITDA represents income before extraordinary item and accounting change,
income taxes, other income or expense, interest, depreciation and cost of timber
harvested, and amortization. EBITDA margin is EBITDA divided by net sales.
QUESTIONS AND ANSWERS:
Q. Why did Georgia-Pacific decide to distribute a letter stock as opposed to
spinning off the timber assets?
A. While both alternatives would separate the cash flows of the two businesses
and allow for separate market valuations of each group, a spin-off of a separate
company owning the timberlands could create significant tax, credit and control
issues. By issuing a letter stock the company will retain the advantages of
doing
business as a single company because each group will benefit from cost savings
and
synergy with the other compared to costs associated with separate operation.
These
advantages include lowering overall borrowing costs by maintaining the credit
rating of the combined company, retaining tax consolidation benefits, and
retaining
ownership of its timberlands.
Q. How will the debt allocation between the two stocks affect the company's
share repurchase authorization?
A. The target debt level of $5.5 billion does not change for the entire
company,
and neither the timber group nor the Georgia-Pacific group can repurchase its
shares while total company debt exceeds that limit. In addition, the Georgia-
Pacific group cannot repurchase shares when its debt exceeds $4.5 billion,
and the
timber group cannot repurchase shares when its debt exceeds $1 billion.
Q. How does the company intend to ensure that cash flows from one group will
not be reinvested in the other group?
A. The board has adopted a policy that earnings and cash flow generated from
the
business of the Georgia-Pacific group or the timber group will be used only for
reinvestment in the business of the group generating such earnings and related
cash
flow, for temporary repayment of its debt or for payment of dividends or the
repurchase of shares of common stock related to that group. Funds of one group
will not be loaned to or otherwise invested in the business of the other group.
However, holders of both classes of common stock will remain common shareholders
of
the company and be subject to all of the risks associated with an investment in
Georgia-Pacific Corp. and all of its businesses, assets and liabilities.
Q. What factors prompted Georgia-Pacific to pursue a letter stock transaction?
A. As part of its ongoing effort to increase the value of shareholders'
investment in the company, management looked across Georgia-Pacific's portfolio
of
businesses for hidden value and ways to unlock that value. Management
recognized
that, in general, securities of companies like Georgia-Pacific with highly
cyclical
earnings tend to be valued at lower multiples of earnings and cash flow by the
securities markets than companies that have more stable and predictable
earnings.
Management also recognized that "pure play" timber companies generally have
less
cyclical earnings and higher multiples than companies like Georgia-Pacific.
Separating the timber business and the manufacturing business is a further
extension of the EVA measurement adopted by the company in 1995, as it will
allow
the equity markets to separately value the operating returns of each group.
Q. Are there other businesses within Georgia-Pacific that management would
consider for a letter stock transaction?
A. Not at the present time. However, management continually evaluates all
options that have potential to create additional value for its shareholders.
Q. On what basis were total debt and dividends allocated between the timber
and Georgia-Pacific groups?
A. Given the more stable nature of the timber business' cash flows, it was
determined the initial load of fixed charges (interest and dividends)
allocated to
the timber group should be greater relative to the initial valuation of the
separate businesses. Fixed charges were allocated to the Georgia-Pacific
group at
a level that will allow servicing of the debt in the trough of the business
cycle
while leaving sufficient free cash for dividends and maintenance capital
spending.
Currently, the company's overall debt target will remain at $5.5 billion and the
timber group has been allocated $1 billion of the existing debt. The debt of
each
group will bear interest at a rate equal to the weighted average interest rate
of
all of the company's debt. The timber group common stock and Georgia-Pacific
group
common stock each will pay a $1 per share annual dividend, equal to the current
dividend paid by Georgia-Pacific Corp.
Q. What voting rights do I have as an owner of timber group common stock?
A. Each share of Georgia-Pacific group common stock will have one vote per
share on all matters presented to shareholders. The voting right for each share
of timber group common stock will be calculated before each meeting of
shareholders so that the total votes of all timber group shares will reflect
their proportionate share of the combined market value of both classes of stock.
For example, if Georgia-Pacific group common stock is trading at an average of
$100 per share and timber group common stock is trading at an average of $25 per
share, each share of timber group common stock would have 0.25 votes. For the
foreseeable future, it is anticipated that a share of timber group will have a
fractional vote per share on all matters presented to shareholders.
Q. Will you separately report the financial results of The Timber Company?
A. Yes. Because Georgia-Pacific Corp. as a legal entity is unchanged, the
company will continue to issue consolidated financial statements. In addition,
Georgia-Pacific Corp. will report separately the financial results of The Timber
Company and the results of Georgia-Pacific group.
Q. Will The Timber Company have a separate board of directors?
A. No. The timber group is not a separate corporation and the legal structure
of
Georgia-Pacific Corp. is not changing. Management of the timber group will
report
to Georgia-Pacific Corp.'s chairman and chief executive officer.
Q. How will a single board of directors resolve issues in which the interests
of
the holders of timber group stock and Georgia-Pacific group stock may conflict?
A. The board will have the same fiduciary duties to holders of Georgia-Pacific
group stock and timber group stock that it currently has to holders of the
existing
common stock. That duty is to act in its good faith business judgment of the
best interests of the company as a whole.
Q. Does Georgia-Pacific have the ability to convert one class of common stock
into the other class of common stock?
A. Yes. The board may convert each outstanding share of the common stock
relating to one group into a number of shares of the common stock relating to
the
other group. Except in the case of a sale of all or substantially all of the
assets of a group, the premium paid on the converted stock would be 15
percent of
the market value ratio of the converted stock to the market value ratio of the
other class of common stock.
Q. What would the shareholders of the timber group stock receive if all or
substantially all the properties and assets of the timber group were sold?
A. The shareholders would receive either: (1) a distribution equal to the fair
value of the net proceeds of the sale, either by special dividend or by
redemption
of shares, or (2) a number of shares of Georgia-Pacific group common stock
having a
value equal to 110 percent of the ratio of the average market value for one
share
of timber group stock to the average market value of one share of
Georgia-Pacific group stock.
Q. How will expenses for shared services be allocated between the groups?
A. A portion of the company's shared general and administrative expenses will
be
allocated to the Georgia-Pacific group and the timber group based upon use of
the
services by each group. Where determinations based on use alone are
impracticable,
other methods and criteria will be used that management believes are equitable
and
provide a reasonable estimate of the cost attributable to the timber group.
Q. Will the Georgia-Pacific group have an inter-group interest in the timber
group and what does it intend to do with this stake going forward?
A. No. The timber group stock to be distributed to shareholders will represent
a 100 percent interest in The Timber Company.
Q. Will I be receiving new share certificates?
A. Each holder of Georgia-Pacific's existing common stock will receive a new
certificate representing one share of the timber group stock for each share of
Georgia-Pacific common stock held. Existing certificates of Georgia-Pacific
common
stock will automatically be redesignated and converted into a certificate
representing an equal number of Georgia-Pacific group stock. As these
certificates
are transferred, new certificates that specifically state they represent
Georgia-Pacific group stock will be issued.
Q. How does this letter stock distribution differ from placing the
timberlands in a limited partnership or REIT?
A. A limited partnership or REIT structure generally is used to raise capital,
and its securities are more like a debt instrument offering the holders of the
partnership or trust unit a relatively fixed return. A letter stock security is
intended to trade like other equity securities based on its overall return to
shareholders.
Q. What is a letter stock?
A. Letter stock is a separate class of a company's common stock designed to
provide a return to investors based upon the financial performance of a distinct
business unit of the company, sometimes referred to as the targeted business.
The
ownership of the targeted business does not change, and while each of the
classes
of stock trade separately all shareholders are common shareholders of the
company.
Q. Are letter stocks commonly issued?
A. In the past decade, Circuit City issued CarMax stock; Pittston created
Minerals and later created Burlington and Brinks stocks; US West created
Communications group and Media group stocks; TCI created Liberty Media group and
TCI group stocks; CMS Energy created Consumer Gas group and Energy group stocks;
USX created Delhi, Marathon Oil and U.S. Steel stocks. In 1985, General Motors
created the first letter stock with EDS as the targeted business, and
subsequently
created a letter stock for Hughes Electronics.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: September 17, 1997
GEORGIA-PACIFIC CORPORATION
By /s/ James F. Kelley
James F. Kelley
Senior Vice President - Law and
General Counsel
