<PAGE> 1
Filed pursuant to Rule 424(b)(5)
Registration Nos. 33-64673 and 333-01785
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 28, 1998)
$300,000,000
(LOGO) GEORGIA-PACIFIC CORPORATION
7 1/4% DEBENTURES DUE 2028
------------------------
Interest payable June 1 and December 1
------------------------
THE 7 1/4% DEBENTURES DUE 2028 (THE "DEBENTURES") MATURE ON JUNE 1, 2028. THE
DEBENTURES WILL BE REDEEMABLE, IN WHOLE OR FROM TIME TO TIME IN PART, AT THE
OPTION OF THE CORPORATION AT ANY TIME AT A REDEMPTION PRICE EQUAL TO THE GREATER
OF (I) 100% OF THE PRINCIPAL AMOUNT OF THE DEBENTURES TO BE REDEEMED AND (II)
THE SUM OF THE PRESENT VALUES OF THE REMAINING SCHEDULED PAYMENTS OF PRINCIPAL
AND INTEREST THEREON (EXCLUSIVE OF INTEREST ACCRUED TO THE DATE OF REDEMPTION)
DISCOUNTED TO THE DATE OF REDEMPTION ON A SEMIANNUAL BASIS (ASSUMING A 360-DAY
YEAR CONSISTING OF TWELVE 30-DAY MONTHS) AT THE TREASURY RATE (AS DEFINED
HEREIN) PLUS 25 BASIS POINTS, PLUS, IN EITHER CASE, ACCRUED AND UNPAID INTEREST
ON THE PRINCIPAL AMOUNT BEING REDEEMED TO THE DATE OF REDEMPTION. DEBENTURES
HELD THROUGH THE FACILITIES OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY")
WILL TRADE IN THE DEPOSITARY'S SAME-DAY FUNDS SETTLEMENT SYSTEM UNTIL MATURITY,
AND SECONDARY MARKET TRADING ACTIVITY FOR THE DEBENTURES WILL THEREFORE SETTLE
IN IMMEDIATELY AVAILABLE FUNDS. SEE "DESCRIPTION OF DEBENTURES."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
PRICE 99.503% AND ACCRUED INTEREST, IF ANY
------------------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3)
------------------- ------------------- -------------------
<S> <C> <C> <C>
Per Debenture................................ 99.503% .875% 98.628%
Total........................................ $298,509,000 $2,625,000 $295,884,000
</TABLE>
- ------------
(1) Plus accrued interest, if any, from June 2, 1998.
(2) The Corporation has agreed to indemnify the several Underwriters
against certain liabilities, including liabilities under the Securities
Act of 1933, as amended. See "Underwriters."
(3) Before deduction of expenses payable by the Corporation estimated at
$150,000.
------------------------
The Debentures are offered, subject to prior sale, when, as and if accepted
by the Underwriters and subject to approval of certain legal matters by Simpson
Thacher & Bartlett, counsel for the Underwriters. It is expected that delivery
of the Debentures will be made on or about June 2, 1998, at the office of Morgan
Stanley & Co. Incorporated, New York, N.Y., against payment therefor in
immediately available funds.
------------------------
MORGAN STANLEY DEAN WITTER
GOLDMAN, SACHS & CO.
SBC WARBURG DILLON READ INC.
BANCAMERICA ROBERTSON STEPHENS
CITICORP SECURITIES, INC.
May 28, 1998
<PAGE> 2
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITY OTHER THAN THE DEBENTURES OFFERED HEREBY, NOR DO
THEY CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE
DEBENTURES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS NOR ANY SALE OR OFFER MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Use of Proceeds............................................. S-3
Description of Debentures................................... S-3
Underwriters................................................ S-5
Validity of Debentures...................................... S-6
PROSPECTUS
Available Information....................................... 2
Incorporation of Certain Documents by Reference............. 2
The Corporation............................................. 3
Ratios of Earnings to Fixed Charges......................... 3
Use of Proceeds............................................. 3
Description of Securities................................... 3
Plan of Distribution........................................ 8
Validity of Securities...................................... 9
Experts..................................................... 9
</TABLE>
------------------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE DEBENTURES.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE, THE DEBENTURES IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITERS."
S-2
<PAGE> 3
USE OF PROCEEDS
The net proceeds from the sale of the Debentures will be used to reduce the
Corporation's outstanding short-term borrowings and for other general corporate
purposes.
DESCRIPTION OF DEBENTURES
The following description of the Debentures offered hereby (referred to in
the accompanying Prospectus as the "Offered Securities") supplements, and to the
extent inconsistent therewith supersedes, insofar as such description relates to
the Debentures, the description of the general terms and provisions of the
Securities set forth in the accompanying Prospectus, to which description
reference is hereby made.
GENERAL
The Debentures are limited to $300,000,000 aggregate principal amount and
will mature on June 1, 2028.
The Debentures will bear interest at the rate per annum shown on the front
cover of this Prospectus Supplement from June 2, 1998 or from the most recent
Interest Payment Date to which interest has been paid or provided for, payable
semi-annually in arrears on June 1 and December 1 of each year, beginning on
December 1, 1998 to the Person in whose name the Debenture (or any predecessor
Debenture) is registered at the close of business on the May 15 or November 15,
as the case may be, next preceding such Interest Payment Date.
Principal of and interest on the Debentures will be payable, and the
transfer of the Debentures will be registrable, at the Corporate Trust Office of
The Bank of New York in the Borough of Manhattan, The City of New York. In
addition, payment of interest may, at the option of the Corporation, be made by
check mailed to the address of the Person entitled thereto as it appears in the
Security Register.
The Debentures will be issued only in fully registered form and in
denominations of $1,000 and any integral multiple thereof.
The Debentures will not be entitled to the benefit of any sinking fund.
The Debentures do not have any Events of Default other than those
specifically summarized under "Description of Securities -- Events of Default"
in the Prospectus.
Settlement for the Debentures will be made in immediately available funds.
The Debentures will be in the Same-Day Funds Settlement System of the
Depositary, and to the extent that secondary market trading in the Debentures is
effected through the facilities of such depositary, such trades will be settled
in immediately available funds.
REDEMPTION AT THE OPTION OF THE CORPORATION
The Debentures will be redeemable, in whole or from time to time in part,
at the option of the Corporation on any date (a "Redemption Date"), at a
redemption price equal to the greater of (i) 100% of the principal amount of the
Debentures to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of
interest accrued to such Redemption Date) discounted to such Redemption Date on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined below) plus 25 basis points, plus, in either
case, accrued and unpaid interest on the principal amount being redeemed to such
Redemption Date; provided that installments of interest on the Debentures which
are due and payable on an interest payment date falling on or prior to the
relevant Redemption Date shall be payable to the holders of the Debentures,
registered as such at the close of business on the relevant record date
according to their terms and the provisions of the Indenture.
"Treasury Rate" means, with respect to any Redemption Date for the
Debentures, (i) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant
S-3
<PAGE> 4
Maturities," for the maturity corresponding to the Comparable Treasury Issue (if
no maturity is within three months before or after the Maturity Date, yields for
the two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Treasury Rate shall be interpolated
or extrapolated from such yields on a straight line basis, rounding to the
nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date. The Treasury
Rate shall be calculated on the third Business Day preceding the Redemption
Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Debentures to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Debentures.
"Independent Investment Banker" means Morgan Stanley & Co. Incorporated or,
if such firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Corporation.
"Comparable Treasury Price" means with respect to any Redemption Date for
the Debentures (i) the average of five Reference Treasury Dealer Quotations for
such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated; Goldman, Sachs & Co.; SBC Warburg Dillon Read Inc.; BancAmerica
Robertson Stephens; and Citicorp Securities, Inc. and their respective
successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Corporation will substitute therefor another Primary Treasury
Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.
Notice of any redemption by the Corporation will be mailed at least 30 days
but not more than 60 days before any Redemption Date to each holder of the
Debentures to be redeemed. If less than all the Debentures are to be redeemed at
the option of the Corporation, the Trustee shall select, in such manner as it
shall deem fair and appropriate, the Debentures to be redeemed in whole or in
part.
Unless the Corporation defaults in payment of the redemption price, on and
after any Redemption Date interest will cease to accrue on the Debentures or
portions thereof called for redemption.
S-4
<PAGE> 5
UNDERWRITERS
Subject to the terms and conditions set forth in the Terms Agreement dated
May 28, 1998, which incorporates by reference an Underwriting Agreement dated
October 22, 1991, relating to the Debentures (the "Terms Agreement"), the
Corporation has agreed to sell to each of the Underwriters named below, and each
of the Underwriters has severally agreed to purchase, the principal amount of
Debentures set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
NAME DEBENTURES
---- ------------
<S> <C>
Morgan Stanley & Co. Incorporated........................... $150,000,000
Goldman, Sachs & Co. ....................................... 45,000,000
SBC Warburg Dillon Read Inc. ............................... 45,000,000
BancAmerica Robertson Stephens.............................. 30,000,000
Citicorp Securities, Inc. .................................. 30,000,000
------------
Total............................................. $300,000,000
============
</TABLE>
The Terms Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Debentures are subject to the
approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters are committed to take and pay for all of the
Debentures offered hereby if any are taken.
The Underwriters propose to offer part of the Debentures directly to the
public at the public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain dealers at a price that represents
a concession not in excess of .50% of the principal amount of the Debentures.
Any Underwriter may allow, and such dealers may reallow, a concession not in
excess of .25% of the principal amount of the Debentures to certain other
dealers. After the initial offering of the Debentures, the offering price and
other selling terms may from time to time be varied by the Underwriters.
The Corporation has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Corporation does not intend to apply for listing of the Debentures on a
national securities exchange, but has been advised by the Underwriters that they
presently intend to make a market in the Debentures, as permitted by applicable
laws and regulations. The Underwriters are not obligated, however, to make a
market in the Debentures and any such market making may be discontinued at the
sole discretion of any Underwriter. Accordingly, no assurance can be given as to
the liquidity of, or trading markets for, the Notes.
In order to facilitate the offering of the Debentures, the Underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Debentures. Specifically, the Underwriters may overallot in connection with
the offering, creating a short position in the Debentures for their own account.
In addition, to cover overallotments or to stabilize the price of the
Debentures, the Underwriters may bid for, and purchase, Debentures in the open
market. Finally, the Underwriters may reclaim selling concessions allowed to an
Underwriter or dealer for distributing the Debentures in the offering, if the
Underwriters repurchase previously distributed Debentures in transactions to
cover syndicate short positions, in stabilization transactions or otherwise. Any
of these activities may stabilize or maintain the market price of the Debentures
above independent market levels. The Underwriters are not required to engage in
these activities, and may end any of these activities at any time.
Certain of the Underwriters and their affiliates have in the past
performed, and in the future may perform, investment banking, commercial
banking, advisory and other services for the Corporation.
S-5
<PAGE> 6
VALIDITY OF DEBENTURES
The validity of the Debentures offered hereby will be passed upon for
Georgia-Pacific by James F. Kelley, Esq., Senior Vice President -- Law of the
Corporation, and for the Underwriters by Simpson Thacher & Bartlett, 425
Lexington Avenue, New York, New York 10017. Mr. Kelley and Simpson Thacher &
Bartlett will rely on local counsel (who may include members of the
Corporation's legal staff) as to matters of Georgia law. Mr. Kelley is a
full-time employee of the Corporation and participates in employee benefit plans
under which he may receive shares of Common Stock of the Corporation.
S-6
<PAGE> 7
GEORGIA-PACIFIC CORPORATION (LOGO)
---------------------
DEBT SECURITIES
---------------------
Georgia-Pacific Corporation has registered for sale from time to time, in
one or more series, up to $500,000,000 (or the equivalent in foreign denominated
currency or units based on or relating to currencies, including European
Currency Units) aggregate principal amount (based on the public offering price
at time of sale) of its unsubordinated non-convertible unsecured debt securities
(the "Securities") on terms to be determined at the time of sale. Principal of
and interest, if any, on Securities may be payable in U.S. dollars, foreign
denominated currency, or currency units, as the Corporation may designate. A
Prospectus supplement (the "Prospectus Supplement") will accompany this
Prospectus and will set forth the specific designation, aggregate principal
amount, initial public offering price, maturity, rate, if any, and time of
payment of any interest, any sinking fund, any redemption at the option of
Georgia-Pacific Corporation or the holder, any other specific terms, and
information about listing, if any, on a securities exchange of the Securities in
respect of which this Prospectus and the Prospectus Supplement are being
delivered (the "Offered Securities"), together with the terms of offering of the
Offered Securities.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
---------------------
The Securities may be sold directly, through agents or to or through
dealers designated from time to time, to or through underwriting syndicates led
by one or more managing underwriters or to or through one or more underwriters
acting alone. If any agents of the Corporation, or any underwriters or dealers,
are involved in the sale of the Offered Securities, the names of such agents,
underwriters or dealers and any applicable commissions or discounts will be set
forth in the Prospectus Supplement. The net proceeds to the Corporation from
such sale will also be set forth in the Prospectus Supplement.
This Prospectus may not be used to consummate sales of Offered Securities
unless accompanied by a Prospectus Supplement.
---------------------
THE DATE OF THIS PROSPECTUS IS MAY 28, 1998.
<PAGE> 8
AVAILABLE INFORMATION
Georgia-Pacific Corporation (together with its subsidiaries being
hereinafter referred to as "Georgia-Pacific" or the "Corporation") is subject to
the informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). This Prospectus contains information concerning the Corporation,
but does not contain all of the information set forth in the Registration
Statement and exhibits thereto which the Corporation has filed with the
Commission under the Securities Act of 1933. Such reports, proxy statements,
Registration Statement and exhibits and other information can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the
following regional offices of the Commission: 7 World Trade Center, 13th Floor,
New York, New York 10048; and Citicorp Center, 500 W. Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such material may also be accessed
electronically by means of the Commission's home page on the Internet
(http://www.sec.gov). Such reports, proxy statements, Registration Statement and
exhibits and other information concerning the Corporation may also be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005, on which exchange the Corporation's Common Stock, par value $.80
per share, is traded.
---------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Corporation with the
Commission (File No. 1-3506) pursuant to Section 13 of the Exchange Act, are
hereby incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998; and
(c) Current Report on Form 8-K dated March 31, 1998.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
The Corporation will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference
(not including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents). Requests for such
copies should be directed to: Kenneth F. Khoury, Vice President, Deputy General
Counsel and Secretary, Georgia-Pacific Corporation, 133 Peachtree Street, N.E.,
Atlanta, Georgia 30303, (404) 652-4839.
---------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE CORPORATION OR ANY OTHER PERSON, UNDERWRITER, DEALER OR AGENT. NEITHER
THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE
HEREOF. THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
2
<PAGE> 9
THE CORPORATION
Georgia-Pacific, founded in 1927 as a wholesaler of hardwood lumber in
Augusta, Georgia, has grown through expansion and acquisitions to become one of
the world's leading manufacturers and distributors of building products and one
of the world's leading producers of pulp and paper. In December 1997, the
Corporation separated its timber business into a new operating group called The
Timber Company. The Corporation's manufacturing and distribution businesses are
now known as the Georgia-Pacific Group.
The Georgia-Pacific Group is one of the nation's largest producers of
structural and other wood panels, lumber, communication papers, containerboard
and market pulp. It also is the second largest gypsum wallboard producer in
North America and operates the world's largest building products distribution
system. In addition, it operates a rapidly growing tissue products business.
The Timber Company is engaged in the business of growing and selling timber
and wood fiber and is the third largest private owner of timberlands in the
United States, owning approximately 5.4 million acres of timberland in the
United States and Canada, and managing an additional 400,000 acres under
long-term leases (collectively, the "Timberlands"). The Timber Company grows
various commercial species of trees on the Timberlands and sells timber and wood
fiber to the Georgia-Pacific Group and other industrial wood users. The
principal products sold by The Timber Company are software sawtimber, softwood
pulpwood, hardwood sawtimber and hardwood pulpwood.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges for
Georgia-Pacific for the five years ended December 31, 1997, and for the three
months ended March 31, 1998 and 1997. For the purpose of computing the ratio of
earnings to fixed charges, (1) "earnings" consist of (a) income before income
taxes, extraordinary item and accounting changes, (b) interest expense
(excluding interest capitalized during the period and including amortization of
previously capitalized interest) and (c) one-third (the portion deemed
representative of the interest factor) of rental expense; and (2) "fixed
charges" consist of total interest costs (including interest capitalized during
the period) and one-third of rental expense.
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
----------- --------------------------------
1998 1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges (Unaudited)....... 2.00 2.21 1.48 1.55 4.41 2.14 1.07
</TABLE>
USE OF PROCEEDS
As of the date of this Prospectus, the Corporation has no specific plans
for the net proceeds from any future sale of Securities. The Corporation has
registered the Securities for sale from time to time, however, because it
currently expects that at some future date it will use the net proceeds of the
sale of the Securities for one or more of the following purposes: to reduce
short-term borrowings of the Corporation outstanding at the time of such
offering; to fund capital expenditures and/or acquisitions; and/or to retire
debt and other obligations of the Corporation. The specific uses of such net
proceeds will be set forth in the Prospectus Supplement relating to such
offering.
DESCRIPTION OF SECURITIES
The following description sets forth certain general terms and provisions
of the indenture under which the Securities are to be issued. The particular
terms of each issue of Offered Securities, as well as any modifications or
additions to such general terms that may be applicable in the case of such
Offered Securities, will be described in the Prospectus Supplement relating to
such Offered Securities. Accordingly, for a
3
<PAGE> 10
description of the terms of a particular issue of Offered Securities reference
must be made both to the Prospectus Supplement relating thereto and to the
following description.
The Securities are to be issued under an Indenture, dated as of March 1,
1983, as amended, between the Corporation and The Bank of New York, as successor
trustee (such Indenture, as so amended being hereinafter referred to as the
"Indenture").
The following description of the Indenture and summaries of certain
provisions thereof do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all provisions of the Indenture,
including the definitions therein of certain terms. Wherever particular Sections
of, or terms defined in, the Indenture are referred to, such Sections or defined
terms are incorporated herein by reference.
The Corporation has substantial operations at the subsidiary level. Claims
of creditors of subsidiaries of the Corporation, including general creditors,
generally will have priority as to the assets of subsidiaries over the claims of
the Corporation and the holders of indebtedness of the Corporation, including
holders of the Securities. The Corporation will rely on cash generated from
operations, including the operations of its subsidiaries, and its available
financing sources in order to meet its debt service obligations.
GENERAL
The Indenture provides that the Securities and additional unsubordinated
non-convertible unsecured debt securities of the Corporation unlimited as to
aggregate principal amount may be issued in one or more series thereunder, in
each case as authorized from time to time by the Board of Directors of the
Corporation. The Indenture specifically allows Periodic Offerings (as defined)
of series of Securities, pursuant to which certain officers of the Corporation
may set the terms of the specific issuances of such series. The Securities
referred to on the cover page of this Prospectus, and any such other debt
securities so issued under the Indenture, are herein collectively referred to,
while a single Trustee is acting for all, as the "Indenture Securities." The
Indenture also provides that there may be more than one Trustee under the
Indenture, each with respect to one or more different series of Indenture
Securities. See "Trustee" below. At a time when two or more Trustees are acting,
each with respect to only certain series, the term "Indenture Securities" as
used herein shall mean the one or more series with respect to which each
respective Trustee is acting. In the event that there is more than one Trustee
under the Indenture, the powers and trust obligations of each Trustee as
described herein shall extend only to the one or more series of Indenture
Securities for which it is Trustee. If at a particular time there is more than
one Trustee under the Indenture those Indenture Securities (whether of one or
more than one series) for which each Trustee is acting will be treated as issued
under a separate indenture.
Reference is made to the Prospectus Supplement relating to the Offered
Securities for the following: (1) the title of the Offered Securities; (2) the
aggregate principal amount of the Offered Securities and any limit thereon; (3)
the percentage of principal amount for which the Offered Securities will be
issued; (4) the date or dates on which the principal of the Offered Securities
will be payable; (5) the rate or rates (which may be fixed or variable), or the
method by which such rate or rates shall be determined, at which the Offered
Securities shall bear interest, if any; (6) the date or dates from which any
interest shall accrue, or the method by which such date or dates shall be
determined, the date or dates on which interest will be payable and the record
dates therefor; (7) the place or places where the principal of (and premium, if
any) and any interest on the Offered Securities shall be payable; (8) the period
or periods within which, the price or prices at which, and the terms and
conditions upon which, the Offered Securities may be redeemed, in whole or in
part, at the option of the Corporation; (9) the obligation, if any, of the
Corporation to redeem, repay or purchase the Offered Securities pursuant to any
sinking fund or analogous provision or at the option of the holders thereof and
the period or periods within which, the price or prices at which and the terms
and conditions upon which, the Offered Securities shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation; (10) the currency
of payment of principal of, premium, if any, and interest on the Securities;
(11) any index used to determine the amount of payment of principal of, premium,
if any, and interest on the Securities; (12) any additional restrictive
covenants included for the benefit of the holders of the Offered Securities;
(13) any additional Event of Default with respect to the Offered Securities; and
(14) any other terms of the Offered Securities not inconsistent with the
provisions of the Indenture. Principal, premium, if any, and interest, if any,
will be payable, and the Offered Securities will be transferable, in the manner
described in the Prospectus Supplement relating to such Offered Securities.
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The Securities will be unsecured and will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Corporation (including other
Indenture Securities).
The Securities will be issued only in fully registered form without coupons
and, unless otherwise provided with respect to a series of Securities, in
denominations of $1,000 and multiples of $1,000 (Section 302). No service charge
will be made for any transfer or exchange of such Securities but the Corporation
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (Section 305).
Securities may be issued under the Indenture as Original Issue Discount
Securities, to be offered and sold at a substantial discount from the principal
amount thereof. Special Federal income tax, accounting and other considerations
applicable thereto will be described in the Prospectus Supplement relating to
any such Original Issue Discount Securities.
CERTAIN COVENANTS OF THE CORPORATION
Limitation on Liens. The Corporation may not, nor may it permit any
Restricted Subsidiary (as hereinafter defined) to, create or assume any
mortgage, security interest, pledge or lien (collectively, a "lien") upon any
Principal Property (as hereinafter defined) or upon the shares of stock or
indebtedness of any Restricted Subsidiary, without equally and ratably securing
the Securities. This restriction, however, does not apply to: (1) liens on any
Principal Property existing at the time of its acquisition and liens created 4
contemporaneously with or within 120 days after (or created pursuant to firm
commitment financing arrangements obtained within such period) the completion of
the acquisition, improvement or construction of such property to secure payment
of the purchase price of such property or the cost of such construction or
improvements; (2) liens on property or shares of stock or indebtedness of a
corporation existing at the time it is merged into or its assets are acquired by
the Corporation or a Restricted Subsidiary; (3) liens on property or shares of
stock or indebtedness of a corporation existing at the time it becomes a
Restricted Subsidiary; (4) liens securing debts of a Restricted Subsidiary to
the Corporation and/or one or more Subsidiaries; (5) liens in favor of a
governmental unit to secure payments under any contract or statute, or to secure
debts incurred in financing the acquisition of or improvements to property
subject thereto; (6) liens on timberlands in connection with an arrangement
under which the Corporation and/or one or more Restricted Subsidiaries are
obligated to cut or pay for timber in order to provide the lienholder with a
specified amount of money, however determined; (7) liens created or assumed in
the ordinary course of the business of exploring for, developing or producing
oil, gas or other minerals (including borrowings in connection therewith) on, or
on any interest in, or on any proceeds from the sale of, property acquired for
such purposes, production therefrom (including the proceeds thereof), or
material or equipment located thereon; (8) liens in favor of any customer
arising in respect of and not exceeding the amount of performance deposits and
partial, progress, advance or other payments by such customer for goods produced
or services rendered to such customer in the ordinary course of business; (9)
liens to extend, renew or replace any liens referred to in clauses (1) through
(8) or this clause (9) or any lien existing on the date of the original
Indenture; (10) mechanics' and similar liens; (11) liens arising out of
litigation or judgments being contested; and (12) liens for taxes not yet due,
or being contested, landlords' liens, tenants' rights under leases, easements,
and similar liens not impairing the use or value of the property involved
(Section 1004). See "Exemption from Limitation on Liens and Sale and Lease-
Back" below.
Limitation on Sale and Lease-Back. Transactions involving sale and
lease-back by the Corporation and/or one or more Restricted Subsidiaries of any
Principal Property, except for leases not exceeding three years, are prohibited
unless (a) the Corporation and/or such Restricted Subsidiary or Subsidiaries
would be entitled to incur indebtedness secured by a lien on such property
without securing the Securities or (b) an amount equal to the Value (as defined)
of such sale and lease-back is applied within 120 days to (i) the voluntary
retirement of indebtedness for borrowed money of the Corporation or any
Restricted Subsidiary maturing more than one year after the date incurred and
which is senior in right of payment to, or ranks pari passu with, the Securities
("funded debt") or (ii) to the purchase of other property that will constitute
Principal Property having a value at least equal to the net proceeds of such
sale, or (c) the Corporation and/or
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a Restricted Subsidiary shall deliver to the applicable Trustee for cancellation
funded debt (including the Securities) in an aggregate principal amount at least
equal to the net proceeds of such sale (Section 1005).
Exemption from Limitation on Liens and Sale and Lease-Back. The
Corporation and/or one or more Restricted Subsidiaries are permitted to create
or assume liens or enter into sale and lease-back transactions that would not
otherwise be permitted under the limitations described under "Limitation on
Liens" and "Limitation on Sale and Lease-Back" above, provided that the sum of
the aggregate amount of all indebtedness secured by such liens (not including
indebtedness otherwise permitted under the exceptions described in clauses
(1)-(12) under "Limitation on Liens" above) and the value of all such sale and
lease-back transactions (not including those that are for less than three years
or in respect of which indebtedness is retired or property is purchased or
Securities are delivered, as described under "Limitations on Sale and
Lease-Back" above) will not exceed 5% of the Net Tangible Assets (as hereinafter
defined) of the Corporation and its Restricted Subsidiaries (Section 1006).
Applicability of Covenants. Any series of Securities may provide that any
one or more of the covenants described above shall not be applicable to the
Securities of such series (Section 1009).
Limitation on Merger, Sale and Lease. The Corporation may, without the
consent of any Holder of any Security, consolidate with or merge with or into
any other corporation or sell, convey or lease all or substantially all of its
properties to another corporation; provided, however, that if upon any such
merger of the Corporation with or into any other corporation, or upon any such
sale or lease of substantially all of its properties, any Principal Property of
the Corporation or a Restricted Subsidiary or any shares of stock or
indebtedness of a Restricted Subsidiary owned immediately prior thereto would,
thereupon, become subject to any lien other than liens permitted, without
securing the Securities, under Sections 1004 and 1006 of the Indenture
summarized above, the Corporation, prior to such event, will secure the
Securities, equally with all other obligations of the Corporation so secured, by
a lien on such Principal Property, shares or indebtedness prior to all liens
other than any theretofore existing thereon and liens so permitted by such
Sections of the Indenture (Sections 801 and 802).
Highly Leveraged Transactions. The Indenture does not include any debt
covenants or provisions which afford debt holders protection in the event of a
highly leveraged transaction.
DEFINITIONS
The following terms are defined in more detail in Section 101 of the
Indenture:
"Net Tangible Assets" means, at any date, the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (i) all current liabilities, (ii) any item representing
Investments in Unrestricted Subsidiaries (as defined) and (iii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all of the foregoing as set forth on
the most recent consolidated balance sheet of the Corporation and its
Subsidiaries and computed in accordance with generally accepted accounting
principles.
"Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities, including without
limitation the rate or rates of interest or interest rate formulas, if any,
thereon, the Stated Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the
Corporation or its agents upon the issuance from time to time of such
Securities.
"Principal Property" means any mill, manufacturing plant or facility
or timberlands owned by the Corporation and/or one or more Restricted
Subsidiaries and located within the continental United States, but does not
include any such mill, plant, facility or timberlands which are acquired
after the date of the original Indenture for the disposal of solid waste or
control or abatement of atmospheric pollutants or contaminants, or water,
noise or other pollutants, or which in the opinion of the Corporation's
Board of Directors is not of material importance to the total business of
the Corporation and its Restricted Subsidiaries as an entirety, and does
not include timberlands designated by the Board of Directors as being held
primarily for development and/or sale, or minerals or mineral rights.
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"Restricted Subsidiary" means a Subsidiary substantially all of the
property of which is located within the continental United States and which
itself, or with the Corporation and/or one or more other Restricted
Subsidiaries, owns a Principal Property. "Subsidiary" means any corporation
a majority of the outstanding voting stock of which is owned or controlled
by the Corporation and/or one or more Subsidiaries and which is
consolidated in the Corporation's accounts.
MODIFICATION AND WAIVER
Modifications and amendments may be made by the Corporation and the Trustee
to the Indenture, without the consent of any Holder of any Security of any
series, to add covenants and Events of Default, and to make provisions with
respect to other matters and issues arising under the Indenture, provided that
any such provision does not adversely affect the rights of the Holders of
Securities of any series (Section 901). Modifications and amendments of the
Indenture may be made by the Corporation and the Trustee, with the consent of
the Holders of not less than 66 2/3% in aggregate principal amount of
Outstanding Indenture Securities of each series which are affected by the
modification or amendment; provided that no such modification or amendment may,
without the consent of the Holder of each such Indenture Security of such series
affected thereby, among other things: (a) change the Stated Maturity of
principal of, or any installment of interest (or premium, if any) on, any such
Security; (b) reduce the principal amount of, or the rate of interest on, or any
premium payable on redemption of, such Security, or reduce the amount of
principal of an Original Issue Discount Security that would be due and payable
upon declaration of acceleration of the Maturity thereof; (c) change the place
or currency of payment of principal, premium, if any, or interest on any such
Security; (d) impair the right to institute suit for the enforcement of any such
payment on or with respect to any such Security; (e) reduce the above stated
percentage of Holders of Indenture Securities necessary to modify or amend the
Indenture or to consent to any waiver thereunder; or (f) modify the foregoing
requirements (Section 902).
The Holders of at least 66 2/3% in aggregate principal amount of a series
of Outstanding Indenture Securities may, on behalf of all Holders of Outstanding
Indenture Securities of such series, waive compliance by the Corporation with
the restrictions described herein under "Limitation on Liens" and "Limitation on
Sale and Lease-Back" and compliance with certain other covenants of the
Corporation contained in the Indenture (Section 1008).
EVENTS OF DEFAULT
The Indenture defines an Event of Default with respect to any series of
Indenture Securities as being any one of the following events: (a) default in
the payment of any interest upon any Indenture Security of such series when due,
continued for 30 days; (b) default in the payment of the principal of (or
premium, if any, on) an Indenture Security of such series at its Maturity; (c)
default in the performance of any other covenant of the Corporation in the
Indenture (other than a covenant included in the Indenture solely for the
benefit of series of Indenture Securities other than such series), continued for
90 days after written notice as provided in the Indenture; (d) certain events in
bankruptcy, insolvency or reorganization; and (e) any other Event of Default
provided with respect to Securities of such series (Section 501).
If an Event of Default with respect to Indenture Securities of any series
at the time Outstanding occurs and is continuing, then the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Indenture
Securities of that series may declare the principal amount (or, if the Indenture
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified for that series) of all of the
Indenture Securities of that series to be due and payable immediately. However,
at any time after such a declaration of acceleration with respect to Indenture
Securities of such series has been made, but before the Stated Maturity thereof,
the Holders of a majority in principal amount of Outstanding Indenture
Securities of such series may, subject to certain conditions, rescind and annul
such acceleration if all Events of Default, other than the non-payment of
accelerated principal (or specified portion thereof) with respect to Indenture
Securities of such series, have been cured or waived as provided in the
Indenture (Section 502). The Indenture also provides that the Holders of not
less than a majority in principal amount of the Indenture Securities of a series
may, subject to certain limitations, waive any past default and its consequences
(Section 513). Reference is made to the Prospectus Supplement relating to any
series of Offered Securities which are Original Issue Discount Securities for
the particular provisions relating to
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acceleration of a portion of the principal amount of such Original Issue
Discount Securities upon the occurrence of an Event of Default and the
continuation thereof.
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
is under no obligation to exercise any of the rights or powers under the
Indenture at the request, order or direction of any of the Holders of Securities
of any series unless such Holders shall have offered to the Trustee reasonable
security or indemnity (Section 603). Subject to such provisions for the
indemnification of the Trustee and certain limitations contained in the
Indenture, the Holders of a majority in principal amount of the Outstanding
Indenture Securities of a series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee (Section 512).
The Corporation will be required to furnish to the Trustee annually a
statement as to the fulfillment by the Corporation of all of its obligations
under the Indenture (Section 1007).
TRUSTEE
The Trustee may resign or be removed with respect to one or more series of
Indenture Securities and a successor Trustee may be appointed to act with
respect to such series (Section 610). In the event that two or more persons are
acting as Trustee with respect to different series of Indenture Securities, each
such Trustee shall be a Trustee of a trust under the Indenture separate and
apart from the trust administered by any other such Trustee (Section 611), and
any action described herein to be taken by the "Trustee" may then be taken by
each such Trustee with respect to, and only with respect to, the one or more
series of Indenture Securities for which it is Trustee.
CONCERNING THE TRUSTEE
The Corporation maintains customary banking relationships with The Bank of
New York, and The Bank of New York is a lender under the Corporation's $1.5
billion unsecured revolving credit facility.
PLAN OF DISTRIBUTION
Georgia-Pacific may sell the Securities: (i) through underwriters; (ii) to
dealers; (iii) through agents; or (iv) directly to a limited number of
institutional purchasers or to a single purchaser. The Prospectus Supplement
with respect to the Offered Securities sets forth the name or names of the
underwriters, if any, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers.
If underwriters are used in a sale of any Securities, such Securities will
be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of
sale. The Securities may be offered to the public through underwriting
syndicates led by one or more managing underwriters, or through one or more
underwriters acting alone. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the Offered
Securities will be subject to certain conditions precedent and the underwriters
will be obligated to purchase all the Offered Securities if any are purchased.
Any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, Georgia-Pacific will sell such Securities to the
dealer, as principal. The dealer may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale. The
name of the dealer and the terms of the transaction will be set forth in the
Prospectus Supplement relating thereto.
The Securities may be sold by Georgia-Pacific through agents designated by
the Corporation from time to time. Any such agent involved in the offer or sale
of the Offered Securities in respect of which this Prospectus is delivered will
be named, and any commissions payable by the Corporation to such agent will be
set forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis for
the period of its appointment.
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Securities may be sold directly by Georgia-Pacific to institutional
investors or others, who may be deemed to be underwriters within the meaning of
the Securities Act of 1933 with respect to any resale thereof. The terms of any
such sales will be described in the Prospectus Supplement relating thereto.
If so indicated in the Prospectus Supplement, Georgia-Pacific will
authorize underwriters, dealers and agents to solicit offers by certain
specified institutions to purchase Offered Securities from the Corporation at
the public offering price set forth in the Prospectus Supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date in the future. Such contracts will be subject only to those conditions set
forth in the Prospectus Supplement and the Prospectus Supplement will set forth
the commission payable for solicitation of such contracts.
Underwriters, dealers and agents may be entitled, under agreements entered
into with Georgia-Pacific, to indemnification by Georgia-Pacific against certain
civil liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments which such underwriters, dealers or agents
may be required to make in respect thereof. Any such underwriters, dealers and
agents may be customers of, engage in transactions with, or perform services
for, the Corporation in the ordinary course of business.
The place and time of delivery of the Offered Securities are set forth in
the Prospectus Supplement.
VALIDITY OF SECURITIES
The validity of the Securities offered hereby will be passed upon for
Georgia-Pacific by James F. Kelley, Senior Vice President -- Law of the
Corporation, and if underwriters or agents are utilized, on behalf of such
underwriters or agents by Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, New York 10017. Mr. Kelley and Simpson Thacher & Bartlett will rely on
local counsel (who may include members of the Corporation's legal staff) as to
matters of Georgia law. Mr. Kelley is a full-time employee of the Corporation
and holds shares and participates in employee benefit plans under which he may
receive additional shares of Common Stock of the Corporation.
EXPERTS
The consolidated financial statements and schedule of Georgia-Pacific
Corporation and subsidiaries as of December 31, 1997 and 1996 and for each of
the three years in the period ended December 31, 1997, included or incorporated
by reference in the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
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