<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ________________ to ________________
Commission file number 1-3506
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below: Georgia-Pacific Corporation Savings and
Capital Growth Plan.
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: Georgia-Pacific Corporation, 133
Peachtree Street, N.E., Atlanta, Georgia 30303.
<PAGE>
GEORGIA-PACIFIC CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1996 AND 1995
TOGETHER WITH AUDITORS' REPORT
<PAGE>
GEORGIA-PACIFIC CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996 and 1995
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits with Fund Information--
December 31, 1996
Statement of Net Assets Available for Benefits with Fund Information--
December 31, 1995
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the Year Ended December 31, 1996
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27(a)--Schedule of Assets Held for Investment
Purposes--December 31, 1996
Schedule II: Item 27(d)--Schedule of Reportable Transactions for
the Year Ended December 31, 1996
Schedule III: Item 27(b)--Schedule of Loans in Default for the Year
Ended December 31, 1996
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants of the
Georgia-Pacific Corporation Savings
and Capital Growth Plan:
We have audited the accompanying statements of net assets available for benefits
with fund information of the GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL
GROWTH PLAN (the "Plan") as of December 31, 1996 and 1995, and the related
statement of changes in net assets available for benefits with fund information
for the year ended December 31, 1996. These financial statements and the
schedules referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits as of December 31,
1996 and 1995 and the changes in net assets available for benefits for the year
ended December 31, 1996 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1996 and reportable transactions and
loans in default for the year ended December 31, 1996 are presented for purposes
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The fund information in the statements
of net assets available for benefits and statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and the changes in net
assets available for benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Arthur Andersen LLP
Atlanta, Georgia
April 29, 1997
<PAGE>
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Interest Georgia-Pacific Common Balanced Bond
Income Fund Stock Fund Stock Fund Fund Fund
------------ --------------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C>
Assets:
Accrued income $ 1,602,508 $ 0 $ 0 $ 114,918 $ 0
------------ ------------ ------------ ----------- ----------
Other receivables 281,499 0 0 40,164 0
------------ ------------ ------------ ----------- ----------
Investments, at market value:
Interest in Master Trust 0 166,715,185 0 0 0
Guaranteed investment
contracts 15,406,436 0 0 0 0
Mutual funds 328,538,265 0 222,937,761 41,427,568 8,361,087
Participants' loans 0 0 0 0 0
------------ ------------ ------------ ----------- ----------
Total investments 343,944,701 166,715,185 222,937,761 41,427,568 8,361,087
------------ ------------ ------------ ----------- ----------
Total assets 345,828,708 166,715,185 222,937,761 41,582,650 8,361,087
------------ ------------ ------------ ----------- ----------
Liabilities:
Other payables 150,875 0 0 146,204 0
------------ ------------ ------------ ----------- ----------
Total liabilities 150,875 0 0 146,204 0
------------ ------------ ------------ ----------- ----------
Net assets available
for benefits $345,677,833 $166,715,185 $222,937,761 $41,436,446 $8,361,087
============ ============ ============ =========== ==========
<PAGE>
<CAPTION>
Participants'
Money International Unallocated Loans
Market Fund Fund Contributions Receivable Total
----------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Assets:
Accrued income $ 0 $ 0 $ 0 $ 0 $ 1,717,426
----------- ----------- ---------- ----------- ------------
Other receivables 0 0 0 0 321,663
----------- ----------- ---------- ----------- ------------
Investments, at market value:
Interest in Master Trust 0 0 0 0 166,715,185
Guaranteed investment
contracts 0 0 0 0 15,406,436
Mutual funds 21,709,525 29,870,084 6,420,541 0 659,264,831
Participants' loans 0 0 0 20,540,590 20,540,590
----------- ----------- ---------- ----------- ------------
Total investments 21,709,525 29,870,084 6,420,541 20,540,590 861,927,042
----------- ----------- ---------- ----------- ------------
Total assets 21,709,525 29,870,084 6,420,541 20,540,590 863,966,131
----------- ----------- ---------- ----------- ------------
Liabilities:
Other payables 0 0 0 0 297,079
----------- ----------- ---------- ----------- ------------
Total liabilities 0 0 0 0 297,079
----------- ----------- ---------- ----------- ------------
Net assets available
for benefits $21,709,525 $29,870,084 $6,420,541 $20,540,590 $863,669,052
=========== =========== ========== =========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Interest Georgia-Pacific Common Balanced Bond
Income Fund Stock Fund Stock Fund Fund Fund
------------ --------------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Assets:
Accrued income $ 1,271,278 $ 0 $ 0 $ 84,224 $ 0
------------ ------------ ------------ ----------- ----------
Other receivables 127,329 0 0 61,061 0
------------ ------------ ------------ ----------- ----------
Investments, at market value:
Interest in Master Trust 0 190,177,001 0 0 0
Guaranteed investment
contracts 141,293,587 0 0 0 0
Mutual funds 263,397,209 0 155,222,166 33,245,577 5,802,621
Participants' loans 0 0 0 0 0
------------ ------------ ------------ ----------- ----------
Total investments 404,690,796 190,177,001 155,222,166 33,245,577 5,802,621
------------ ------------ ------------ ----------- ----------
Total assets 406,089,403 190,177,001 155,222,166 33,390,862 5,802,621
------------ ------------ ------------ ----------- ----------
Liabilities:
Other payables 536,444 0 0 15,944 0
------------ ------------ ------------ ----------- ----------
Total Liabilities 536,444 0 0 15,944 0
------------ ------------ ------------ ----------- ----------
Net assets available
for benefits $405,552,959 $190,177,001 $155,222,166 $33,374,918 $5,802,621
============ ============ ============ =========== ==========
<PAGE>
<CAPTION>
Participants'
Money International Unallocated Loans
Market Fund Fund Contributions Receivable Total
----------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Assets:
Accrued income $ 0 $ 0 $ 0 $ 0 $ 1,355,502
----------- ---------- ---------- ----------- ------------
Other receivables 0 0 0 0 188,390
----------- ---------- ---------- ----------- ------------
Investments, at market value:
Interest in Master Trust 0 0 0 0 190,177,001
Guaranteed investment
contracts 0 0 0 0 141,293,587
Mutual funds 12,546,464 8,682,877 6,842,787 0 485,739,701
Participants' loans 0 0 0 20,417,567 20,417,567
----------- ---------- ---------- ----------- ------------
Total investments 12,546,464 8,682,877 6,842,787 20,417,567 837,627,856
----------- ---------- ---------- ----------- ------------
Total assets 12,546,464 8,682,877 6,842,787 20,417,567 839,171,748
----------- ---------- ---------- ----------- ------------
Liabilities:
Other payables 0 0 0 0 552,388
----------- ---------- ---------- ----------- ------------
Total Liabilities 0 0 0 0 552,388
----------- ---------- ---------- ----------- ------------
Net assets available
for benefits $12,546,464 $8,682,877 $6,842,787 $20,417,567 $838,619,360
=========== ========== ========== =========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Interest Georgia-Pacific Common Balanced Bond
Income Fund Stock Fund Stock Fund Fund Fund
------------ ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Interest and dividends $ 23,817,311 $ 0 $ 4,803,403 $ 1,704,577 $ 468,071
Net appreciation (depreciation)
in market value (4,615,502) 0 35,518,551 2,967,010 (189,899)
Net gain from Master Trust 0 16,503,974 0 0 0
------------ ------------ ------------ ----------- -----------
Net investment income 19,201,809 16,503,974 40,321,954 4,671,587 278,172
Contributions:
Participants' 13,397,320 8,830,084 11,701,687 2,767,147 706,994
Corporation 14,450,264 7,936,271 10,034,621 2,290,517 569,842
------------ ------------ ------------ ----------- -----------
Total contributions 27,847,584 16,766,355 21,736,308 5,057,664 1,276,836
Interfund transfers (22,275,378) (39,873,026) 31,291,210 3,572,955 2,306,168
Interest income on loans 0 0 0 0 0
Amounts distributed to
participants (84,672,790) (16,528,143) (25,258,030) (5,264,901) (1,252,692)
New loans issued (4,213,270) (2,293,705) (2,073,919) (343,453) (105,573)
Loan principal payments 4,247,629 1,964,409 1,706,262 367,796 55,995
Loan fees (10,710) (1,680) (8,190) (120) (440)
------------ ------------ ------------ ----------- -----------
Changes in net assets available
for benefits (59,875,126) (23,461,816) 67,715,595 8,061,528 2,558,466
Net assets available for
benefits, beginning of year 405,552,959 190,177,001 155,222,166 33,374,918 5,802,621
------------ ------------ ------------ ----------- -----------
Net assets available for
benefits, end of year $345,677,833 $166,715,185 $222,937,761 $41,436,446 $ 8,361,087
============ ============ ============ =========== ===========
Number of units outstanding 34,350,671 15,458,982 3,223,531 3,068,941 1,814,711
============ ============ ============ =========== ===========
Unit value at end of year $ 10.06 $ 10.78 $ 69.16 $ 13.50 $ 16.46
============ ============ ============ =========== ===========
<CAPTION>
Participants'
Money International Unallocated Loans
Market Fund Fund Contributions Receivable Total
----------- ------------- ------------- ---------- -----
<S> <C> <C> <C> <C> <C>
Interest and dividends $ 921,101 $ 1,299,744 $ 101,496 0 $ 33,115,703
Net appreciation (depreciation)
in market value 0 1,455,206 0 0 35,135,366
Net gain from Master Trust 0 0 0 0 16,503,974
----------- ----------- ----------- ----------- -------------
Net investment income 921,101 2,754,950 101,496 0 84,755,043
Contributions:
Participants' 1,214,903 1,828,879 3,056,923 0 43,503,937
Corporation 2,165,060 1,345,561 3,020,018 0 41,812,154
----------- ----------- ----------- ----------- -------------
Total contributions 3,379,963 3,174,440 6,076,941 0 85,316,091
Interfund transfers 14,375,272 17,203,482 (6,600,683) 0 0
Interest income on loans 0 0 0 1,646,395 1,646,395
Amounts distributed to
participants (9,377,146) (2,041,736) 0 (2,248,479) (146,643,917)
New loans issued (293,376) (132,877) 0 9,456,173 0
Loan principal payments 157,997 230,978 0 (8,731,066) 0
Loan fees (750) (2,030) 0 0 (23,920)
----------- ----------- ----------- ----------- -------------
Changes in net assets available
for benefits 9,163,061 21,187,207 (422,246) 123,023 25,049,692
Net assets available for
benefits, beginning of year 12,546,464 8,682,877 6,842,787 20,417,567 838,619,360
----------- ----------- ----------- ----------- -------------
Net assets available for
benefits, end of year $21,709,525 $29,870,084 $ 6,420,541 $20,540,590 $ 863,669,052
=========== =========== =========== =========== =============
Number of units outstanding 21,709,525 1,814,711 6,420,541
=========== =========== ===========
Unit value at end of year $ 1.00 $ 16.46 $ 1.00
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
December 31, 1996 and 1995
NOTE 1. ORGANIZATION AND PLAN DESCRIPTION
The accompanying financial statements present the statements of net assets
available for benefits and changes in net assets available for benefits of the
Georgia-Pacific Corporation Savings and Capital Growth Plan (the "Plan").
The Plan includes a savings component and a capital growth component. The
savings component permits any eligible salaried employee to contribute up to 10%
of compensation on a before-tax basis, not to exceed regulated maximums. The
savings component's maximum matching contribution is 3.75% of compensation
consisting of $.75 for every $1.00 of before-tax contributions for the first 3%
of compensation and $.50 for every $1.00 of before-tax contributions for the
next 3% of compensation. The capital growth component provides for contributions
by Georgia-Pacific Corporation (the "Corporation") to eligible salaried
employees' accounts equal to 3% of the employee's monthly eligible earnings,
provided such contributions do not exceed $3,000 per year.
Participants of the Plan are 100% vested in their employee contributions and
capital growth contributions. Employees are vested in the Corporation's matching
contributions at the rate of 20% for each year of service. The matching
contributions also become 100% vested when an employee reaches age 60, dies, or
becomes disabled. In accordance with plan provisions, forfeitures are used to
reduce employer matching contributions. At December 31, 1996, forfeited
non-vested accounts totaled $97,935, which will reduce future contributions.
Forfeitures of $40,153 were used to reduce the Corporation's contributions
during 1996.
Plan assets are held in trust funds and invested on the participant's behalf,
with all investment earnings for each fund credited to the accounts of the
participants based on their proportionate share of the fund. Vanguard Fiduciary
Trust Company (the "Trustee") is the Trustee and custodian for the Plan.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared on the accrual basis of
accounting.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires plan management to use estimates and
assumptions that affect the accompanying financial statements and disclosures.
Actual results could differ from these estimates.
The Trustee performs daily valuations of the Plan's investments and makes daily
distributions to retired or terminated participants.
Investments are presented at market value, except for investments in guaranteed
investment contracts, which are presented at cost, plus accrued income, which
approximates market value. Market values of mutual funds are determined
principally from quotations as reported on various securities exchanges.
<PAGE>
The net appreciation (depreciation) in the market value of investments in the
accompanying statement of changes in net assets available for benefits reflects
the net difference between the market value and cost at the beginning and end of
the year for assets held throughout the year, as well as the difference between
the year end market value and cost for assets purchased during the year. For
assets sold or distributed during the year, the net appreciation (depreciation)
reflects the net difference between the market value and the cost at the
beginning of the year and the date of disposition.
The net appreciation in the market value of investments for mutual funds was
$35,135,366.
NOTE 3. INCOME TAX STATUS
The Corporation has received a favorable letter of determination from the
Internal Revenue Service as to the qualified status of the Plan as amended and
restated effective January 1, 1989 and amended through December 31, 1994. In
management's opinion, the Plan is currently designed and being operated in
accordance with applicable provisions of the Internal Revenue Code.
Accordingly, no provision for federal income taxes has been made in the
accompanying financial statements. Under the applicable provisions of the
Internal Revenue Code, a participant will not be subject to federal income tax
on either employer contributions or earnings of the Plan until such time as
distributions are made to the participant.
NOTE 4. LOANS RECEIVABLE
The Plan allows participants currently employed by the Corporation to obtain
loans equal to the lesser of $50,000 or 50% of their total vested account
balances. Loans bear interest at Bankers Trust Company's prime interest rate
plus 1%. Loan repayments are made through payroll deductions and normally must
be repaid within a five-year term. Loans become due and payable in full once a
participant terminates employment. Loans totaling $9,456,173 and $8,497,679 were
made in 1996 and 1995, respectively.
NOTE 5. INVESTMENTS
Assets held under the Plan were invested by the Trustee, as directed by the
participants, in one or more of seven investment funds: the Interest Income
Fund, the Common Stock Fund, the Balanced Fund, the Georgia-Pacific Stock Fund,
the Bond Fund, the International Fund and the Money Market Fund. The Plan
permits participants to change the investment of future contributions or
existing balances up to a maximum of four times per year plus once per quarter.
The International Fund was added as an investment fund option as of July 3,
1995.
The following is a description of these investment funds:
Georgia-Pacific Stock Fund - invested principally in shares of
--------------------------
Georgia-Pacific Corporation common stock. The market value of the
Georgia-Pacific Stock Fund Master Trust investment at December 31, 1996 and
1995 of $166,715,185 and $190,177,001, respectively, exceeded 5% of net
assets.
<PAGE>
Interest Income Fund - invested principally in the Vanguard Short-Term U.S.
--------------------
Treasury Portfolio and investment contracts issued by major insurance
companies. The Vanguard portfolio, a fixed income mutual fund, is principally
invested in short-term government bills, notes, and bonds and has an average
maturity of two to three years. The investment contracts guarantee the
payment of principal and a specific rate of interest. The market value of the
Vanguard Short-Term U.S. Treasury Portfolio investment at December 31, 1996
and 1995 of $328,538,265 and $263,397,209, respectively, exceeded 5% of net
assets.
Common Stock Fund - invested in the Vanguard Index Trust 500 Portfolio, an
-----------------
equity mutual fund. This portfolio is invested in all of the 500 stocks
included in the Standard & Poor's 500 Composite Stock Price Index in
approximately the same proportion as represented in the Index. The objective
of this fund is to approximate the performance of the Standard & Poor's 500
Composite Stock Price Index. The investment market value of the Portfolio at
December 31, 1996 and 1995 of $243,778,209 and $171,854,496, respectively,
exceeded 5% of net assets.
Balanced Fund - invested approximately 50% in the Vanguard Bond Index Fund -
-------------
Total Bond Market Portfolio and 50% in the Vanguard Index Trust 500
Portfolio. The Vanguard Bond Index Fund, a fixed income mutual fund, invests
in U.S. government bonds, high quality corporate bonds and mortgage-backed
securities. The objective of the Vanguard Bond Index Fund is to approximate
the performance of the Lehman Brothers Aggregate Bond Index. The Vanguard
Index Trust 500 Portfolio, an equity mutual fund, is described above under
the Common Stock Fund.
Money Market Fund - invested in the Vanguard Money Market Reserves - U.S.
------------------
Treasury Portfolio, a money market mutual fund, which is invested exclusively
in U.S. government obligations.
Bond Fund - invested in the Vanguard Bond Index Fund - Total Bond Market
---------
Portfolio, a fixed income mutual fund, which is described above under the
Balanced Fund.
International Fund - invested in the Vanguard International Growth Portfolio,
------------------
an international equity mutual fund which invests primarily in the stocks of
companies based outside the United States. The investment objective of the
Vanguard International Growth Portfolio is long-term capital appreciation.
NOTE 6. MASTER TRUST
Effective June 8, 1994, the assets of the Georgia-Pacific Stock Fund were
transferred into the Georgia-Pacific Stock Fund Master Trust (the "Master
Trust"). The Master Trust was established to hold, administer and invest the
assets of the Georgia-Pacific Stock Funds of certain defined contribution plans
qualified under Internal Revenue Code section 401(k). These plans are
administered by Georgia-Pacific Corporation. Each participating plan's interest
in the Master Trust is based on the market value of assets transferred.
The market value of the Master Trust is allocated to the individual
participating plans based on the relative value of the assets of each Plan.
Interest income, dividends, and gains and losses (both realized and unrealized)
are allocated daily to the individual participating plans based on the relative
market values at the beginning of each day.
<PAGE>
The Plan's interest in the assets of the Master Trust is included in the
accompanying schedule of assets held for investment purposes under the
"Georgia-Pacific Stock Fund Master Trust." A summary of the Master Trust as of
December 31, 1996 and 1995 is shown below:
Investments, at market: 1996 1995
------------ ------------
Georgia-Pacific Corporation
common stock $197,943,480 $213,030,186
Vanguard Money Market
Reserves U.S. Treasury Portfolio 2,925,165 5,861,086
------------ ------------
Total investments 200,868,645 218,891,272
------------ ------------
Receivables:
Interest 10,850 30,860
Due from brokers 0 372,875
Other receivables 186,336 977,715
------------ ------------
Total receivables 197,186 1,381,450
------------ ------------
Less:
Payables 1,077,451 271,001
Due to brokers 236,016 3,041,282
------------ ------------
Total payables 1,313,467 3,312,283
------------ ------------
Net assets of the Master Trust $199,752,364 $216,960,439
============ ============
A summary of income and net appreciation of the Master Trust, which comprises
the net investment gain for all participating plans for the year ended December
31, 1996, is shown below:
Interest income $ 211,947
Dividends 5,774,024
Net appreciation in market
value of investments 13,021,424
Investment expense (81,313)
-----------
Net investment gain from
Master Trust $18,926,082
===========
Allocations to participating plans of net investment gain for the year ended
December 31, 1996 and of net assets as of December 31, 1996 and 1995 are shown
below for the Master Trust:
Georgia-Pacific Corporation
Savings and Capital Growth Plan $16,503,974
Other plan 2,422,108
-----------
Net investment gain from
Master Trust $18,926,082
===========
<TABLE>
<CAPTION>
1996 1995
---------------------- -----------------------
<S> <C> <C> <C> <C>
Georgia-Pacific Corporation
Savings and Capital Growth Plan $166,715,185 83.46% $190,177,001 87.66%
Other plan 33,037,179 16.54 26,783,438 12.34
------------ ------ ------------ ------
Net assets of the Master Trust $199,752,364 100.00% $216,960,439 100.00%
============ ====== ============ ======
</TABLE>
NOTE 7. CONTRIBUTIONS
Contributions to the Plan include the Corporation's required capital growth
contributions, voluntary employee savings contributions and rollovers, and
matching contributions by the Corporation with respect to certain of the
employee contributions (see Note 1).
Contributions are transferred to the Trustee on the last business day of each
month and invested in Vanguard Money Market Reserves U.S. Treasury Portfolio
until they can be credited to participants' accounts and invested in accordance
with participants' investment elections. The December 1996 and 1995
contributions are recorded as unallocated contributions in the accompanying
financial statements. Earnings on the short-term investments are allocated to
participants' accounts twice each year.
NOTE 8. WITHDRAWALS AND TERMINATION
Under the Plan, a participant may withdraw all or a portion of his account
balance related to his after-tax contributions at any time but is limited to one
withdrawal per year. For withdrawals of after-tax contributions made in 1987 or
later, a portion of such withdrawals will be treated as investment income,
subject to income taxes in the year received. Contributions excluded from gross
income for federal income tax purposes can be withdrawn only in the case of a
financial hardship and are subject to taxes in the year received. The
withdrawals (either full or partial) are paid in cash. Withdrawals of before-tax
contributions result in a suspension of the right to make employee contributions
to the Plan for a period of at least twelve months.
<PAGE>
In the event of a Participant's death, retirement, or disability, the
Participant or his beneficiary receives in cash and/or Georgia-Pacific
Corporation common stock his entire account balance. Alternatively, Participants
may elect an annuity option. If termination occurs for other reasons, only
vested amounts are distributed to the Participant, and nonvested amounts are
forfeited. Such forfeitures are used to reduce the Corporation's future
contributions. If a former Participant returns to the employment of the
Corporation within five years of the termination date, previously forfeited
amounts are reinstated to the Participant's account.
NOTE 9. PLAN TERMINATION
The Corporation has reserved the right to amend, modify, suspend, or terminate
the Plan at any time. In the event the Corporation terminates the Plan, each
participant's account balance would be fully vested.
NOTE 10. FORM 5500
Net assets available for benefits as presented on Form 5500 agree to the net
assets available for benefits presented in the accompanying financial
statements for the years ended December 31, 1996 and 1995.
NOTE 11. SUBSEQUENT EVENTS
The guaranteed investment contracts in the Interest Income Fund matured in
January 1997. In addition the Interest Income Fund's name was changed to the
Short-Term Treasury Fund. This fund will be invested in Vanguard Short-Term U.S.
Treasury Portfolio.
<PAGE>
SCHEDULE I
Page 1
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27(a)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Shares
or Face Current
Amount Cost Value
------ ---- -------
<S> <C> <C> <C>
Georgia-Pacific Stock Fund
Georgia-Pacific Stock Fund Master Trust * 15,458,376 $157,769,051 $166,715,185
------------ ------------
Interest Income Fund
Guaranteed investment contract:
Participation in Group Annuity Contract
#13796-0003 with Aetna Life Ins Co.
8.71%, due January 2, 1997 15,406,436 15,406,436 15,406,436
Vanguard Short-Term U.S. Treasury Portfolio * 32,304,647 328,272,406 328,538,265
------------ ------------
Total Interest Income Fund 343,678,842 343,944,701
------------ ------------
Common Stock Fund
Vanguard Index Trust 500 Portfolio * 3,223,531 161,972,258 222,937,761
------------ ------------
Balanced Fund
Vanguard Index Trust 500 Portfolio * 297,674 15,468,369 20,840,448
Vanguard Bond Index Fund * 2,117,932 20,790,330 20,587,120
------------ ------------
Total Balanced Fund 36,258,699 41,427,568
------------ ------------
Bond Fund
Vanguard Bond Index Fund * 849,716 8,322,187 8,361,087
------------ ------------
Money Market Fund
Vanguard Money Market Reserves
U.S. Treasury Portfolio * 21,709,525 21,709,525 21,709,525
------------ ------------
International Fund
Vanguard International Growth Portfolio* 1,814,711 8,612,386 29,870,084
------------ ------------
Unallocated Contributions
Vanguard Money Market Reserves
U.S. Treasury Portfolio * 6,420,541 6,420,541 6,420,541
------------ ------------
</TABLE>
<PAGE>
SCHEDULE I
Page 2
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27(a)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
Shares
or Face Current
Amount Cost Value
------- ---- -------
Participants' Loans Receivable *
(Interest rates range from 7% to 12.5%) 20,540,590 20,540,590
------------ ------------
Total Investments $765,284,079 $861,927,042
============ ============
* Represents a party-in-interest to the Plan.
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE II
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27(d)-SCHEDULE OF REPORTABLE TRANSACTIONS(a)
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Purchases Sales
-------------------- ----------------------------------------------------
Gain
Number Amount Number Cost Proceeds (Loss)
<S> <C> <C> <C> <C> <C> <C>
Vanguard Short-Term U.S.
Treasury Portfolio 147 $202,627,186 353 $133,209,126 $132,869,596 $ (339,530)
Vanguard Index Trust 500
Portfolio 375 84,215,035 378 41,372,399 59,909,444 18,537,045
Vanguard Money Market
Reserves U.S. Treasury
Portfolio 239 35,622,498 225 26,910,645 26,910,645 0
</TABLE>
(a) The above represents a series of transactions in securities of the same
issue in excess of 5% of the Plan assets at the beginning of the year.
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE III
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27(b)-SCHEDULE OF LOANS IN DEFAULT
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Original Amount
Amount Received Amount
Identity of Obligor of Loans during year(a) Detailed Description of Loan Overdue(a)
- ------------------- --------- -------------- ------------------------------------------------ ---------
<S> <C> <C> <C> <C>
Various Plan Issued January 31, 1992 through August 17, 1995;
Participants $124,600 $2,183 interest rates 7.00% to 12.5% $119,887
</TABLE>
(a) Amount includes principal and interest.
The accompanying notes are an integral part of this schedule
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
GEORGIA-PACIFIC CORPORATION SAVINGS
AND CAPITAL GROWTH PLAN
By: GEORGIA-PACIFIC CORPORATION,
as Plan Administrator
Date: June 19, 1997 By: /s/ John F. McGovern
--------------------
John F. McGovern
Executive Vice President -
Finance and Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
23 Consent of Arthur Andersen LLP*
- ----------------------------------------
* - Filed by EDGAR
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K into Georgia-Pacific Corporation's previously
filed Registration Statement File No. 33-48328.
/s/ Arthur Andersen LLP
Atlanta, Georgia
June 19, 1997
