<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 [NO-FEE REQUIRED].
For the year ended December 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from to
---------------- ----------------
Commission file number 1-3506
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below: Georgia-Pacific Corporation 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, 1997 AND 1996
TOGETHER WITH AUDITORS' REPORT
<PAGE>
GEORGIA-PACIFIC CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits with Fund Information--
December 31, 1997
Statement of Net Assets Available for Benefits with Fund Information--
December 31, 1996
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the Year Ended December 31, 1997
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27(a)--Schedule of Assets Held for Investment
Purposes--December 31, 1997
Schedule II: Item 27(b)--Schedule of Loans in Default--December 31, 1997
Schedule III: Item 27(d)--Schedule of Reportable Transactions for the
Year Ended December 31, 1997
3
<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, 1997 and 1996 and the
related statement of changes in net assets available for benefits, with fund
information, for the year ended December 31, 1997. 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,
1997 and 1996 and the changes in net assets available for benefits for the year
ended December 31, 1997 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and loans in default as of December 31, 1997 and
reportable transactions for the year ended December 31, 1997 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 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
May 29, 1998
4
<PAGE>
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Short-Term Georgia-Pacific Georgia-Pacific Common Balanced
Treasury Fund Group Stock Fund Timber Stock Fund Stock Fund Fund
----------------- ------------------ ------------------- ------------------- -------------
<S> <C> <C> <C> <C> <C>
Assets:
Accrued income $ 0 $ 0 $ 0 $ 0 $ 166,545
------------ ------------ ----------- ------------ -----------
Contribution Receivables 0 0 0 0 0
------------ ------------ ----------- ------------ -----------
Other receivables 0 0 0 0 909,612
------------ ------------ ----------- ------------ -----------
Investments, at market
value:
Interest in Master Trust 0 105,120,556 40,009,807 0 0
Mutual funds 300,380,688 0 370,021,766 62,184,849
Participants' loans 0 0 0 0 0
------------ ------------ ----------- ------------ -----------
Total investments 300,380,688 105,120,556 40,009,807 370,021,766 62,184,849
------------ ------------ ----------- ------------ -----------
Total assets 300,380,688 105,120,556 40,009,807 370,021,766 63,261,006
------------ ------------ ----------- ------------ -----------
Liabilities:
Other payables 0 0 0 0 889,885
------------ ------------ ----------- ------------ -----------
Total Liabilities 0 0 0 0 889,885
------------ ------------ ----------- ------------ -----------
Net assets available
for benefits $300,380,688 $105,120,556 $40,009,807 $370,021,766 $62,371,121
============ ============ =========== ============ ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Participants'
Bond Money International Unallocated Loans
Fund Market Fund Fund Contributions Receivable Total
------------ ---------------- --------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Accrued income $ 0 $ 0 $ 0 $ 0 $ 0 $ 166,545
----------- ----------- ----------- ---------- ----------- --------------
Contribution Receivables 0 0 0 2,896,394 0 2,896,394
----------- ----------- ----------- ---------- ----------- --------------
Other receivables 0 0 0 0 0 909,612
----------- ----------- ----------- ---------- ----------- --------------
Investments, at market
value:
Interest in Master Trust 0 0 0 0 0 145,130,363
Mutual funds 15,441,123 41,532,816 42,878,302 3,039,324 0 835,478,868
Participants' loans 0 0 0 0 23,283,930 23,283,930
----------- ----------- ----------- ---------- ----------- --------------
Total investments 15,441,123 41,532,816 42,878,302 3,039,324 23,283,930 1,003,893,161
----------- ----------- ----------- ---------- ----------- --------------
Total assets 15,441,123 41,532,816 42,878,302 5,935,718 23,283,930 1,007,865,712
----------- ----------- ----------- ---------- ----------- --------------
Liabilities:
Other payables 0 0 0 0 0 889,885
----------- ----------- ----------- ---------- ----------- --------------
Total Liabilities 0 0 0 0 0 889,885
----------- ----------- ----------- ---------- ----------- --------------
Net assets available
for benefits $15,441,123 $41,532,816 $42,878,302 $5,935,718 $23,283,930 $1,006,975,827
=========== =========== =========== ========== =========== ==============
</TABLE>
The accompanying notes are an integral part of this statement.
5
<PAGE>
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Short-Term Georgia-Pacific Common Balanced Bond
Treasury 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
============ ============ ============ =========== ==========
</TABLE>
<PAGE>
<TABLE>
<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.
6
<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, 1997
<TABLE>
<CAPTION>
Short-Term Georgia-Pacific Georgia-Pacific Georgia-Pacific Common Balanced
Treasury Fund Stock Fund Group Stock Fund Timber Stock Fund Stock Fund Fund
------------- ---------------- ---------------- ------------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 18,152,662 $ 0 $ 0 $ 0 $ 7,509,713 $ 2,359,640
Net appreciation
(depreciation) in
market value 1,531,564 0 0 0 75,595,497 7,524,050
Net gain/(loss) from
Master Trust 0 31,848,011 446,110 (3,110,969) 0 0
------------ ------------- ------------ ----------- ------------ -----------
Net investment income 19,684,226 31,848,011 446,110 (3,110,969) 83,105,210 9,883,690
------------ ------------- ------------ ----------- ------------ -----------
Contributions:
Participants' 9,427,554 6,083,776 0 0 14,676,478 3,122,456
Corporation 10,169,945 5,588,825 0 0 12,605,099 2,476,839
------------ ------------- ------------ ----------- ------------ -----------
Total contributions 19,597,499 11,672,601 0 0 27,281,577 5,599,295
------------ ------------- ------------ ----------- ------------ -----------
Interfund transfers (44,900,670) (202,470,863) 104,704,119 43,131,018 59,100,320 8,602,987
Interest income on loans 0 0 0 0 0 0
Assets transferred 736,297 113,248 0 0 2,742,775 1,321,551
Amounts distributed to
participants (39,045,469) (7,816,961) (39,269) (14,703) (24,143,117) (4,318,384)
New loans issued (4,084,160) (1,375,131) (7,961) (2,997) (3,199,829) (518,370)
Loan principal payments 2,744,175 1,318,160 17,557 7,458 2,210,852 365,827
Fees (29,043) (4,250) 0 0 (13,783) (1,921)
------------ ------------- ------------ ----------- ------------ -----------
Changes in net assets
available for benefits (45,297,145) (166,715,185) 105,120,556 40,009,807 147,084,005 20,934,675
Net assets available for
benefits, beginning of
year 345,677,833 166,715,185 0 0 222,937,761 41,436,446
------------ ------------- ------------ ----------- ------------ -----------
Net assets available for
benefits, end of year $300,380,688 $ 0 $105,120,556 $40,009,807 $370,021,766 $62,371,121
============ ============= ============ =========== ============ ===========
Number of units outstanding 29,420,244 0 11,580,215 11,788,741 4,108,158 3,977,395
============ ============= ============ =========== ============ ===========
Unit value at end of year $10.21 $ 0 $9.08 $3.39 $90.07 $15.68
============ ============= ============ =========== ============ ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Participants'
Bond Money International Unallocated Loans
Fund Market Fund Fund Contributions Receivable Total
------------ --------------- ------------- -------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 707,289 $ 2,105,426 $ 1,843,511 $ 125,184 $ 0 $ 32,803,425
Net appreciation
(depreciation) in
market value 323,203 0 (1,732,626) 0 0 83,241,688
Net gain/(loss) from
Master Trust 0 0 0 0 0 29,183,152
----------- ------------ ----------- ----------- ----------- --------------
Net investment income 1,030,492 2,105,426 110,885 125,184 0 145,228,265
----------- ------------ ----------- ----------- ----------- --------------
Contributions:
Participants' 795,776 1,735,421 2,826,706 2,905,919 0 41,574,086
Corporation 651,001 2,657,370 2,253,611 2,904,615 0 39,307,305
----------- ------------ ----------- ----------- ----------- --------------
Total contributions 1,446,777 4,392,791 5,080,317 5,810,534 0 80,881,391
----------- ------------ ----------- ----------- ----------- --------------
Interfund transfers 5,129,126 22,175,043 10,949,461 (6,420,541) 0 0
Interest income on loans 0 0 0 0 1,520,186 1,520,186
Assets transferred 462,677 2,347,094 397,876 0 247,930 8,369,448
Amounts distributed to
participants (991,774) (10,826,656) (3,504,105) 0 (1,930,986) (92,631,424)
New loans issued (80,421) (611,645) (336,114) 0 10,216,628 0
Loan principal payments 83,892 248,623 313,874 0 (7,310,418) 0
Fees (733) (7,385) (3,976) 0 0 (61,091)
----------- ------------ ----------- ----------- ----------- --------------
Changes in net assets
available for benefits 7,080,036 19,823,291 13,008,218 (484,823) 2,743,340 143,306,775
Net assets available for
benefits, beginning of
year 8,361,087 21,709,525 29,870,084 6,420,541 20,540,590 863,669,052
----------- ------------ ----------- ----------- ----------- --------------
Net assets available for
benefits, end of year $15,441,123 $ 41,532,816 $42,878,302 $ 5,935,718 $23,283,930 $1,006,975,827
=========== ============ =========== =========== =========== ==============
Number of units outstanding 1,530,339 41,532,816 2,616,126 3,039,324
=========== ============ =========== ===========
Unit value at end of year $10.09 $1.00 $16.39 $1.00
=========== ============ =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
7
<PAGE>
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
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 employer 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.
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 net assets available for benefits and the changes
therein. 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. Market values of mutual funds are
determined principally from quotations as reported on various securities
exchanges.
8
<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
$83,241,688.
NOTE 3. INCOME TAX STATUS
The Internal Revenue Service issued a determination letter dated July 22, 1996
stating that the Plan was designed in accordance with applicable Internal
Revenue Code ("IRC") requirements as of that date. Although the Plan has been
amended since receiving the determination letter, the plan administrator
believes that the Plan is currently designed and is being operated in compliance
with the applicable requirements of the IRC. The plan administrator believes
that the Plan was qualified and the related trust was tax-exempt as of the
financial statement dates.
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 $10,216,628 and $9,456,173
were made in 1997 and 1996, respectively.
NOTE 5. INVESTMENTS
Assets held under the Plan were invested by the Trustee, as directed by the
participants, in one or more of these investment funds: Short-Term Treasury
Fund (name changed from the Interest Income Fund on January 1, 1997), the Common
Stock Fund, the Balanced Fund, the Georgia-Pacific Stock Fund, the Bond Fund,
the International Fund and the Money Market Fund. The Georgia-Pacific Timber
Stock Fund, and the Georgia-Pacific Group Stock Fund were added as an investment
fund option as of December 17, 1997 replacing the Georgia-Pacific Stock Fund.
(See Note 6 for further discussion). 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 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 of $166,715,185, exceeded 5% of
net assets.
Short-Term Treasury Fund - (formerly the Interest Income Fund) invested in the
------------------------
Vanguard Short-Term U.S. Treasury, 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 market value of the Vanguard Short-Term
U.S. Treasury Portfolio investment at December 31, 1997 and 1996 of
$300,380,688 and $328,538,265, respectively, exceeded 5% of net assets.
9
<PAGE>
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, 1997 and 1996 of $401,393,546 and $243,778,209, 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.
Georgia-Pacific Group Stock Fund - invested principally in shares of Georgia-
--------------------------------
Pacific Corporation-Georgia-Pacific Group Common Stock. The market value of the
Georgia-Pacific Group Stock fund investment at December 31, 1997 of
$105,120,556 exceeded 5% of net assets.
Georgia-Pacific Timber Stock Fund - invested principally in shares of Georgia-
---------------------------------
Pacific Corporation - Timber Group Common Stock.
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 "Stock 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.
10
<PAGE>
On December 16, 1997, the shareholders of Georgia-Pacific Corporation approved
the conversion of all Georgia-Pacific common stock into Georgia-Pacific
Corporation - Georgia-Pacific Group Common Stock and to distribute one share of
a new class of common stock, Georgia-Pacific Corporation - Timber Group Common
Stock. As a result, the assets of the Trust were transferred on a pro-rata basis
in the newly created Georgia-Pacific Group Stock Fund Master Trust ("Group
Master Trust") and the Georgia-Pacific Timber Stock Fund Master Trust ("Timber
Master Trust").
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.
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 Stock Fund Master Trust as
of December 31, 1997 and 1996 is shown below:
1997 1996
------------ ------------
Investments, at market:
Georgia-Pacific Corporation
common stock $ 0 $197,943,480
Vanguard Money Market
Reserves U.S. Treasury Portfolio 0 2,925,165
----- ------------
Total investments 0 200,868,645
----- ------------
Receivables:
Interest 0 10,850
Due from brokers 0
Other receivables 0 186,336
----- ------------
Total receivables 0 197,186
----- ------------
Less:
Payables 0 1,077,451
Due to brokers 0 236,016
----- ------------
Total payables 0 1,313,467
----- ------------
Net assets of the Stock Fund Master Trust $ 0 $199,752,364
===== ============
11
<PAGE>
A summary of income and net appreciation of the Georgia-Pacific Stock Fund
Master Trust, which comprises the net investment gain for all participating
plans for the period January 1, 1997 through December 17, 1997 is shown below:
Interest income $ 100,744
Dividends 4,119,843
Net appreciation in market
value of investments 34,233,039
Investment expense (81,098)
-----------
Net investment gain from
Stock Fund Master Trust $38,372,528
===========
Allocations to participating plans of net investment gain for the period January
1, 1997 through December 17, 1997 and of net assets as of December 31, 1996 are
shown below for the Georgia-Pacific Stock Fund Master Trust:
Georgia-Pacific Corporation
Savings and Capital Growth Plan $31,848,011
Other plan 6,524,517
-----------
Net investment gain from
Stock Fund Master Trust $38,372,528
===========
1997 1996
-------- --------------------
Georgia-Pacific Corporation
Savings and Capital Growth Plan $0 0% $166,715,185 83.46%
Other plan 0 0 33,037,179 16.54
-- -- ------------ ------
Net assets of the Stock Fund Master Trust $0 0% $199,752,364 100.00%
== == ============ ======
12
<PAGE>
The Plan's interest in the assets of the Georgia-Pacific Group Stock Fund Master
Trust is included in the accompanying schedule of assets held for investment
purposes under the "Georgia-Pacific Group Stock Fund Master Trust." A summary
of the Group Stock Fund Master Trust as of December 31, 1997 is shown below:
1997
------------
Investments, at market:
Georgia-Pacific Corporation -
Georgia-Pacific Group common stock $125,351,793
Vanguard Money Market
Reserves U.S. Treasury Portfolio 1,849,416
------------
Total investments 127,201,209
------------
Receivables:
Interest 3,632
Other receivables 544,309
------------
Total receivables 547,941
------------
Less:
Payables 402,984
------------
Net assets of the Group Stock Fund Master Trust $127,346,166
============
A summary of net appreciation of the Georgia-Pacific Group Stock Fund Master
Trust, which comprises the net investment gain for all participating plans for
the period December 17, 1997 through December 31, 1997 is shown below:
Net appreciation in market
value of investments $540,922
--------
Net investment gain from
Group Stock Fund Master Trust $540,922
========
13
<PAGE>
Allocations to participating plans of net investment gain for the period
December 17, 1997 through December 31, 1997 and of net assets as of December
31, 1997 are shown below for the Georgia-Pacific Group Stock Fund Master Trust:
Georgia-Pacific Corporation
Savings and Capital Growth Plan $446,110
Other plan 94,812
--------
Net investment gain from
Group Master Trust $540,922
========
Georgia-Pacific Corporation
Savings and Capital Growth Plan $105,120,556 82.55%
Other plan 22,225,610 17.45
------------ ------
Net assets of the Group Stock Fund
Master Trust $127,346,166 100.00%
============ ======
14
<PAGE>
The Plan's interest in the assets of the Georgia-Pacific Timber Stock Fund
Master Trust is included in the accompanying schedule of assets held for
investment purposes under the "Georgia-Pacific Timber Stock Fund Master Trust."
A summary of the Timber Stock Fund Master Trust as of December 31, 1997 is shown
below:
1997
-----------
Investments, at market:
Georgia-Pacific Corporation
Timber Group common stock $47,414,697
Vanguard Money Market
Reserves U.S. Treasury Portfolio 750,524
-----------
Total investments 48,165,221
-----------
Receivables:
Interest 1,472
Other receivables 977,097
-----------
Total receivables 978,569
-----------
Less:
Payables 689,642
-----------
Net assets of the Timber Stock Fund Master Trust $48,454,148
===========
A summary of income and net depreciation of the Georgia-Pacific Timber Stock
Fund Master Trust, which comprises the net investment loss for all participating
plans for the period December 17, 1997 through December 31, 1997 is shown below:
Net depreciation in market
value of investments $(3,768,790)
-----------
Net investment loss from
Timber Stock Fund Master Trust $(3,768,790)
===========
15
<PAGE>
Allocations to participating plans of net investment loss for the period
December 17, 1997 through December 31, 1997 and of net assets as of December
31, 1997 are shown below for the Georgia-Pacific Timber Stock Fund Master Trust:
Georgia-Pacific Corporation
Savings and Capital Growth Plan $(3,110,969)
Other plan (657,821)
-----------
Net investment loss from
Timber Master Trust $(3,768,790)
===========
Georgia-Pacific Corporation
Savings and Capital Growth Plan $40,009,807 82.57%
Other plan 8,444,341 17.43
----------- ------
Net assets of the Timber Stock Fund
Master Trust $48,454,148 100.00%
=========== ======
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 twice a 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. 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.
16
<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 (through December 17, 1997), Georgia-Pacific Group
common stock, or Georgia-Pacific Timber Group common stock of 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, 1997 and 1996.
NOTE 11. ACQUISITION
On April 15, 1996, Georgia-Pacific Corporation acquired the assets of Domtar
Gypsum, Inc. During 1997, a portion of the assets of the Domtar Industries,
Inc. Employee 401(k) Retirement Savings Plan were transferred to the Plan. The
balances transferred related to the participants who became employees of
Georgia-Pacific Corporation as a result of the acquisition.
NOTE 12. SUBSEQUENT EVENTS
Effective July 1, 1998, the Plan will be amended to allow participants to change
their investment elections for existing and future contributions on a daily
basis. In addition the Georgia-Pacific Balanced Fund will no longer be an
investment option. The Plans have been amended to provide eleven additional
funds. These funds are summarized below.
Loomis Sayles Bond Fund - Institutional Class - This fund will invest in
bonds, including corporate and convertible bonds. This fund seeks to provide
high total investment return through a combination of current income and
capital appreciation.
Vanguard LifeStrategy Portfolios - Income Portfolio - This fund will invest
in four Vanguard funds; a stock fund, two bond funds, and an asset allocation
fund. This fund's objective is to provide a high level of income.
Vanguard LifeStrategy Portfolios - Moderate Growth Portfolio - This fund will
invest in four Vanguard funds; an international stock fund, a stock fund, a
bond fund, and an asset allocation fund. This fund seeks to provide a
reasonable level of income and long-term growth of capital.
17
<PAGE>
Vanguard LifeStrategy Portfolios - Conservative Growth Portfolio - This fund
will invest in five Vanguard funds; a stock fund, an international stock
fund, two bond funds, and an asset allocation fund. This fund seeks to
provide a high level of income and a moderate long-term growth of capital.
Vanguard LifeStrategy Portfolios - Growth Portfolio - This fund will invest
in four Vanguard funds; a stock fund, an international stock fund, a bond
fund, and an asset allocation fund. The investment objective is to provide
long-term growth of capital and income.
Vanguard Balanced Index Fund - This fund will invest in two Vanguard funds;
60% in a stock fund, and 40% in a bond fund. This investment seeks to provide
income and long-term growth of capital.
Vanguard Index Trust - Total Stock Market Portfolio - This fund will invest
in a large sample of stocks that matches certain characteristics of the
Wilshire 5000 Equity Index. The investment objective of this fund is to
provide long-term growth of capital and income.
Vanguard Index Trust - Extended Market Portfolio - This fund seeks to match
the performance of the Wilshire 4500 Equity Index. This fund seeks to provide
long-term growth of capital.
Vanguard Index Trust - Small Capitalization Stock Portfolio - This fund will
invest in a large sample of stocks that matches certain characteristics of
the Russell 2000 Index Stocks. This fund seeks to provide long-term growth of
capital.
Vanguard PRIMECAP Fund - This fund will invest in stocks of companies with
above-average prospects for continued earnings growth, strong industry
positions and skilled management teams. The objective of this fund is to
provide long-term growth of capital.
Vanguard Windsor II - This fund will invest in a diversified group of out-of-
favor stocks of large capitalization companies. This fund's objective is to
provide long-term growth of capital and income from dividends.
18
<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, 1997
<TABLE>
<CAPTION>
Shares
or Face Current
Amount Cost Value
---------- ------------ --------------
<S> <C> <C> <C>
GEORGIA-PACIFIC TIMBER STOCK FUND
Georgia-Pacific Timber Stock Fund Master Trust * 11,788,741 $ 37,285,134 $ 40,009,807
------------ --------------
GEORGIA-PACIFIC GROUP STOCK FUND
Georgia-Pacific Group Stock Fund Master Trust * 11,580,215 90,286,119 105,120,556
------------ --------------
SHORT-TERM TREASURY FUND
Vanguard Short-Term U.S. Treasury Portfolio * 29,420,244 298,645,706 300,380,688
------------ --------------
COMMON STOCK FUND
Vanguard Index Trust 500 Portfolio * 4,108,158 252,055,586 370,021,766
------------ --------------
BALANCED FUND
Vanguard Index Trust 500 Portfolio * 348,304 23,526,307 31,371,780
Vanguard Bond Index Fund * 3,053,822 30,091,365 30,813,069
------------ --------------
TOTAL BALANCED FUND 53,617,672 62,184,849
------------ --------------
BOND FUND
Vanguard Bond Index Fund * 1,530,339 15,098,215 15,441,123
------------ --------------
MONEY MARKET FUND
Vanguard Money Market Reserves
U.S. Treasury Portfolio * 41,532,816 41,532,816 41,532,816
------------ --------------
INTERNATIONAL FUND
Vanguard International Growth Portfolio * 2,616,126 44,319,983 42,878,302
------------ --------------
UNALLOCATED CONTRIBUTIONS
Vanguard Money Market Reserves
U.S. Treasury Portfolio * 3,039,324 3,039,324 3,039,324
------------ --------------
PARTICIPANTS' LOANS RECEIVABLE *
(Interest rates range from 7% to 12.5%) 23,283,930 23,283,930
------------ --------------
TOTAL INVESTMENTS $859,164,485 $1,003,893,161
============ ==============
</TABLE>
* Represents a party-in-interest to the Plan.
The accompanying notes are an integral part of this schedule.
19
<PAGE>
SCHEDULE II
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27(B)-SCHEDULE OF LOANS IN DEFAULT
DECEMBER 31, 1997
<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 $461,148 $3,270 Issued January 31, 1992 through August 11, 1997; $107,113
Participants interest rates 7.00% to 12.5%
</TABLE>
(a) Amount includes principal and interest
The accompanying notes are an integral part of this schedule.
20
<PAGE>
SCHEDULE III
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27(D)-SCHEDULE OF REPORTABLE TRANSACTIONS(A)
FOR THE YEAR ENDED DECEMBER 31, 1997
<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 * 254 $ 92,286,905 253 $121,913,506 $120,653,036 $(1,260,470)
Vanguard Index Trust 500
Portfolio * 381 172,113,471 376 73,972,204 96,608,689 22,636,485
Vanguard Money Market
Reserves U.S. Treasury
Portfolio * 254 81,693,077 240 61,880,439 61,880,439 0
Vanguard International
Growth Portfolio * 247 35,041,117 229 19,335,419 20,300,331 964,912
Vanguard Bond
Index Fund * 376 33,123,026 296 17,045,917 17,147,561 101,644
</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.
*Represents a party-in-interest to the plan*
The accompanying notes are an integral part of this schedule.
21
<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 25, 1998 BY: /S/ JOHN F. MCGOVERN
JOHN F. MCGOVERN
EXECUTIVE VICE PRESIDENT - FINANCE AND
CHIEF FINANCIAL OFFICER
22
<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 25, 1998
