<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 [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 Hourly 401(k) Savings
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.
1
<PAGE>
GEORGIA-PACIFIC CORPORATION
HOURLY 401(K) SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH AUDITORS' REPORT
2
<PAGE>
GEORGIA-PACIFIC CORPORATION
HOURLY 401(K) SAVINGS 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(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 Hourly
401(k) Savings Plan:
We have audited the accompanying statements of net assets available for
benefits, with fund information, of the GEORGIA-PACIFIC CORPORATION HOURLY
401(k) SAVINGS 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 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 statement of net assets
available for benefits and the 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 HOURLY 401(K) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Short-Term Georgia- Georgia-
U.S. Pacific Index Trust Pacific
Treasury Georgia-Pacific Timber 500 Balanced
Portfolio Group Stock Fund Stock Fund Portfolio Fund
------------- ---------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Assets:
Contribution receivable $ 550,155 $ 304,089 $ 128,362 $ 1,522,953 $ 267,377
----------- ----------- ---------- ------------ -----------
Accrued income 0 0 0 0 29,889
----------- ----------- ---------- ------------ -----------
Other receivables 0 0 0 0 152,581
----------- ----------- ---------- ------------ -----------
Investments, at market:
Interest in Master Trust 0 22,225,610 8,444,340 0 0
Mutual Funds 46,591,124 0 0 100,280,873 11,216,940
Participants' loans 0 0 0 0 0
----------- ----------- ---------- ------------ -----------
Total investments 46,591,124 22,225,610 8,444,340 100,280,873 11,216,940
----------- ----------- ---------- ------------ -----------
TOTAL ASSETS 47,141,279 22,529,699 8,572,702 101,803,826 11,666,787
----------- ----------- ---------- ------------ -----------
Liabilities:
Other payables 0 0 0 0 179,436
----------- ----------- ---------- ------------ -----------
TOTAL LIABILITIES 0 0 0 0 179,436
----------- ----------- ---------- ------------ -----------
NET ASSETS AVAILABLE
FOR BENEFITS $47,141,279 $22,529,699 $8,572,702 $101,803,826 $11,487,351
=========== =========== ========== ============ ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Money
Bond Index Market International Loan
Fund Portfolio Reserves Fund Fund Total
-------------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
Assets:
Contribution receivable $ 147,387 $ 366,497 $ 148,943 $ 0 $ 3,435,763
---------- ----------- ---------- ------- ------------
Accrued income 0 0 0 0 29,889
---------- ----------- ---------- ------- ------------
Other receivables 0 0 0 0 152,581
---------- ----------- ---------- ------- ------------
Investments, at market:
Interest in Master Trust 0 0 0 0 30,669,950
Mutual Funds 5,223,142 18,632,952 6,042,205 0 187,987,236
Participants' loans 0 0 0 40,267 40,267
---------- ----------- ---------- ------- ------------
Total investments 5,223,142 18,632,952 6,042,205 40,267 218,697,453
---------- ----------- ---------- ------- ------------
TOTAL ASSETS 5,370,529 18,999,449 6,191,148 40,267 222,315,686
---------- ----------- ---------- ------- ------------
Liabilities:
Other payables 0 0 0 0 179,436
---------- ----------- ---------- ------- ------------
TOTAL LIABILITIES 0 0 0 0 179,436
---------- ----------- ---------- ------- ------------
NET ASSETS AVAILABLE
FOR BENEFITS $5,370,529 $18,999,449 $6,191,148 $40,267 $222,136,250
========== =========== ========== ======= ============
</TABLE>
The accompanying notes are an integral part of this statement.
5
<PAGE>
GEORGIA-PACIFIC CORPORATION HOURLY 401(K) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Short-Term
U.S. Index Trust
Treasury Georgia-Pacific 500 Georgia-Pacific
Portfolio Stock Fund Portfolio Balanced Fund
------------- --------------- ------------ ---------------
<S> <C> <C> <C> <C>
Assets:
Contribution receivable $ 557,921 $ 392,544 $ 954,332 $ 188,604
----------- ----------- ----------- ----------
Accrued income 0 0 0 17,371
----------- ----------- ----------- ----------
Other receivables 0 0 0 1,938
----------- ----------- ----------- ----------
Investments, at market:
Interest in Master Trust 0 33,037,179 0 0
Mutual funds 44,161,971 0 53,231,448 6,402,747
----------- ----------- ----------- ----------
Total investments 44,161,971 33,037,179 53,231,448 6,402,747
----------- ----------- ----------- ----------
TOTAL ASSETS 44,719,892 33,429,723 54,185,780 6,610,660
----------- ----------- ----------- ----------
Liabilities:
Other payables 0 0 0 40,467
----------- ----------- ----------- ----------
TOTAL LIABILITIES 0 0 0 40,467
----------- ----------- ----------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $44,719,892 $33,429,723 $54,185,780 $6,570,193
=========== =========== =========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Bond Index
Fund Money Market International
Portfolio Reserves Fund Total
----------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Assets:
Contribution receivable $ 102,885 $ 279,972 $ 81,024 $ 2,557,282
---------- ----------- ---------- ------------
Accrued income 0 0 0 17,371
---------- ----------- ---------- ------------
Other receivables 0 0 0 1,938
---------- ----------- ---------- ------------
Investments, at market:
Interest in Master Trust 0 0 0 33,037,179
Mutual funds 2,991,767 11,949,010 2,511,279 121,248,222
---------- ----------- ---------- ------------
Total investments 2,991,767 11,949,010 2,511,279 154,285,401
---------- ----------- ---------- ------------
TOTAL ASSETS 3,094,652 12,228,982 2,592,303 156,861,992
---------- ----------- ---------- ------------
Liabilities:
Other payables 0 0 0 40,467
---------- ----------- ---------- ------------
TOTAL LIABILITIES 0 0 0 40,467
---------- ----------- ---------- ------------
NET ASSETS AVAILABLE
FOR BENEFITS $3,094,652 $12,228,982 $2,592,303 $156,821,525
========== =========== ========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
6
<PAGE>
GEORGIA-PACIFIC CORPORATION HOURLY 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Georgia-
Short-Term U.S. Pacific Georgia-Pacific Georgia-Pacific Index Trust Georgia-Pacific
Treasury Portfolio Stock Fund Group Stock Fund Timber Stock Fund 500 Portfolio Balanced Fund
------------------ -------------- ---------------- ----------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 2,650,007 $ 0 $ 0 $ 0 $ 1,982,522 $ 398,035
Net appreciation
(depreciation) in
market value 198,927 0 0 0 19,205,802 1,234,537
Net gain(loss) from Master
Trust 0 6,524,517 94,812 (657,821) 0 0
----------- ------------ ----------- ---------- ------------ -----------
Net investment income 2,848,934 6,524,517 94,812 (657,821) 21,188,324 1,632,572
----------- ------------ ----------- ---------- ------------ -----------
Contributions:
Participants' 5,876,379 3,947,941 268,337 113,022 14,553,130 2,596,072
Corporation 1,573,434 925,305 35,752 15,339 2,831,091 557,425
----------- ------------ ----------- ---------- ------------ -----------
Total contributions 7,449,813 4,873,246 304,089 128,361 17,384,221 3,153,497
----------- ------------ ----------- ---------- ------------ -----------
Distributions to
participants (2,965,508) (1,410,196) (17,570) (6,590) (2,649,664) (497,220)
----------- ------------ ----------- ---------- ------------ -----------
Loan principal payments 3,368 248 14 6 2,651 2,672
----------- ------------ ----------- ---------- ------------ -----------
Interest income on loans 0 0 0 0 0 0
Interfund transfers (5,030,667) (43,434,024) 22,148,354 9,108,746 11,483,812 560,136
----------- ------------ ----------- ---------- ------------ -----------
Transfer into plan 115,447 16,486 0 0 208,702 65,501
----------- ------------ ----------- ---------- ------------ -----------
Changes in net assets
available for benefits 2,421,387 (33,429,723) 22,529,699 8,572,702 47,618,046 4,917,158
Net assets available for
benefits, beginning
of year 44,719,892 33,429,723 0 0 54,185,780 6,570,193
----------- ------------ ----------- ---------- ------------ -----------
Net assets available for
benefits, end of year $47,141,279 $ 0 $22,529,699 $8,572,702 $101,803,826 $11,487,351
=========== ============ =========== ========== ============ ===========
Number of units outstanding 4,563,283 0 2,448,402 2,488,093 1,113,366 741,478
=========== ============ =========== ========== ============ ===========
Unit value at end of year $10.21 $ 0 $9.08 $3.39 $90.07 $15.13
=========== ============ =========== ========== ============ ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Bond Index Money Market International Loan
Fund Portfolio Reserves Fund Fund Total
-------------- ------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Interest and dividends $ 263,324 $ 886,390 $ 258,580 $ 0 $ 6,438,858
Net appreciation
(depreciation) in
market value 124,475 0 (443,158) 0 20,320,583
Net gain(loss) from Master
Trust 0 0 0 0 5,961,508
---------- ----------- ---------- -------- ------------
Net investment income 387,799 886,390 (184,578) $ 0 32,720,949
---------- ----------- ---------- ------------
Contributions:
Participants' 1,373,574 3,729,924 1,465,173 0 33,923,552
Corporation 308,940 951,453 268,467 0 7,467,206
---------- ----------- ---------- -------- ------------
Total contributions 1,682,514 4,681,377 1,733,640 0 41,390,758
---------- ----------- ---------- -------- ------------
Distributions to
participants (171,130) (1,885,027) (77,492) (772) (9,681,169)
---------- ----------- ---------- -------- ------------
Loan principal payments 811 5,486 288 (15,544) 0
---------- ----------- ---------- ------------
Interest income on loans 0 0 0 2,853 2,853
Interfund transfers 308,672 2,748,707 2,106,264 0 0
---------- ----------- ---------- -------- ------------
Transfer into plan 67,211 333,534 20,723 53,730 881,334
---------- ----------- ---------- -------- ------------
Changes in net assets
available for benefits 2,275,877 6,770,467 3,598,845 40,267 65,314,725
Net assets available for
benefits, beginning
of year 3,094,652 12,228,982 2,592,303 0 156,821,525
---------- ----------- ---------- -------- ------------
Net assets available for
benefits, end of year $5,370,529 $18,999,449 $6,191,148 $ 40,267 $222,136,250
========== =========== ========== ======== ============
Number of units outstanding 517,655 18,632,952 368,652
========== =========== ==========
Unit value at end of year $10.09 $1.00 $16.39
========== =========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
7
<PAGE>
GEORGIA-PACIFIC CORPORATION HOURLY 401(K) SAVINGS 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 Hourly 401(k) Savings Plan.
The Plan was established on April 1, 1994. Certain groups of hourly employees
of Georgia-Pacific Corporation (the "Employer") participate in the Plan. For
unionized groups, participation in the Plan must be specified in the applicable
bargaining agreement; management designates non-union participating groups.
Employees are eligible to participate in the Plan upon the completion of one
year of service.
Plan assets are held in trust funds and invested on participants' behalf, with
all investment earnings for each fund credited to the accounts of 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 Trustee performs daily valuations of the Plan's investments and makes daily
distributions.
Investments are presented at market value. Market values of mutual funds are
determined principally from quotations as reported on various securities
exchanges.
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 preparation of the financial statements in conformity with generally
accepted accounting principles requires plan management to use estimates and
assumptions that affect net assets available for benefits and the changes
therein. Actual results could differ from these estimates.
NOTE 3. INCOME TAX STATUS
The Internal Revenue Service issued a determination letter dated June 20, 1997
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.
8
<PAGE>
NOTE 4. INVESTMENTS
Assets held under the Plan were invested by the Trustee, as directed by the
participants, in one or more of these investment funds: the Short-Term U.S.
Treasury Portfolio, the Index 500 Portfolio, the Georgia-Pacific Balanced Fund,
the Georgia-Pacific Stock Fund, the Bond Index Fund Portfolio, the International
Fund and the Money Market Reserves. As of December 17, 1997, the Georgia-Pacific
Timber Stock Fund and the Georgia-Pacific Group Stock Fund were added as
investment funds replacing the Georgia-Pacific Stock Fund as further discussed
in Note 5. The Plan permits participants to change the investment of future
contributions or existing balances up to four times per year plus once each
calendar 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 December 31, 1996 investment market
value of $33,037,179, exceeded 5% of the Plan's net assets on that date.
Short-Term U.S. Treasury Portfolio - invested in the Vanguard Short-Term
----------------------------------
U.S. Treasury Portfolio. The Vanguard portfolio, a fixed income mutual
fund, is principally invested in short-term government bills, notes and
bonds and has an average maturity of two to three years. The December 31,
1997 and 1996 investment market value of $46,591,124 and $44,161,971
respectively, exceeded 5% of the Plan's net assets on those dates.
Index Trust 500 Portfolio - 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 December 31, 1997
and 1996 investment market value of $105,914,521 and $56,413,262,
respectively, exceeded 5% of the Plan's net assets on those dates.
Georgia-Pacific 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 Index Trust 500 Portfolio.
Money Market Reserves - 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. The December 31, 1997 and 1996
investment market value of $18,632,952 and $11,949,010, respectively,
exceeded 5% of the Plan's net assets.
Bond Index Fund Portfolio - invested in the Vanguard Bond Index Fund -
-------------------------
Total Bond Market Portfolio, a fixed income mutual fund, which is described
above under the Georgia-Pacific Balanced Fund.
International Fund - invested in the International Fund, Vanguard
------------------
International Growth Portfolio, an international equity mutual fund, which
primarily invests in the stocks of
9
<PAGE>
companies based outside of the United States. The investment objective of
the Vanguard International Growth Portfolio is long-term capital
appreciation.
Georgia-Pacific Group Stock - invested principally in shares of Georgia-
---------------------------
Pacific Corporation - Georgia-Pacific Group Common Stock. The December 31,
1997, investment market value of $22,225,610 exceeded 5% of the Plan's net
assets.
Georgia-Pacific Timber Stock Fund - invested principally in shares of
---------------------------------
Georgia-Pacific Corporation - Timber Group Common Stock.
NOTE 5. MASTER TRUST
Effective June 8, 1994, the assets of the Georgia-Pacific Stock Fund were
transferred into the Georgia-Pacific Stock Fund Master Trust ("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.
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 in the form
of a dividend, 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 into 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, Group Master Trust and Timber 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.
10
<PAGE>
The Plan's interest in the assets of the Master Trust is included in the
accompanying schedule of assets held for investment purposes under the "Georgia-
Pacific Stock Fund Master Trust." A summary of the Stock Fund Master Trust as
of December 31, 1997 and 1996 is shown below:
<TABLE>
<CAPTION>
1997 1996
------ ------------
<S> <C> <C>
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
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
===== ============
</TABLE>
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 16, 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,
1997 and 1996 are shown below for the Georgia-Pacific Stock Fund Master Trust:
Georgia-Pacific Corporation
Hourly 401(k) Plan $ 6,524,517
Other plan 31,848,011
-----------
Net investment gain from
Stock Fund Master Trust $38,372,528
===========
1997 1996
-------- --------------------
Georgia-Pacific Corporation
Hourly 401(k) Plan $0 0% $ 33,037,179 16.54%
Other plan 0 0 166,715,185 83.46
-- -- ------------ ------
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 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
============
13
<PAGE>
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
========
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
Hourly 401(k) Plan $ 94,812
Other plan 446,110
--------
Net investment gain from
Group Master Trust $540,922
========
Georgia-Pacific Corporation
Hourly 401(k) Plan $ 22,225,610 17.45%
Other plan 105,120,556 82.55
------------ ------
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 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
Hourly 401(k) Plan $ (657,821)
Other plan (3,110,969)
--------------
Net investment loss from
Timber Stock Fund Master Trust $(3,768,790)
==============
Georgia-Pacific Corporation
Hourly 401(k) Plan $ 8,444,340 17.43%
Other plan 40,009,808 82.57
----------- ------
Net assets of the Timber Stock Fund
Master Trust $48,454,148 100.00%
=========== ======
NOTE 6. CONTRIBUTIONS
The Plan allows for both employer and employee contributions. For unionized
groups, the percent of eligible compensation a participant is able to
contribute, the percent of the Employer's match (if any) and whether certain
bonuses and compensation for unused vacation and holidays may be contributed are
governed by the collective bargaining agreement applicable to that group.
Participants may contribute from 1% to 15% of eligible compensation to the Plan
in whole percentages as specified in the plan exhibit applicable to that group.
In addition, if specified in the governing exhibit, participants may elect to
contribute certain bonuses and compensation for unused vacation days and
personal holidays to the Plan. The Employer matches the participants'
contributions to the extent provided in the exhibit applicable to the
participating group. In addition, participants may also contribute rollovers
from certain qualified plans.
Participant and Employer contributions are remitted to the Trustee and invested
in the 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 once each year.
NOTE 7. WITHDRAWALS AND TERMINATION
Under the Plan, contributions excluded from gross income for federal income tax
purposes (and, in specified cases, other components of the participant's account
balance) 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.
In the event of a Participant's termination of employment, death or attainment
of age 65, the Participant or his beneficiary receives in cash and/or Georgia-
Pacific Corporation common stock (through December 17, 1997), Georgia-Pacific
Corporation Timber Group common stock or Georgia-Pacific Corporation
16
<PAGE>
Group common stock his entire account balance. Participants are immediately 100%
vested in employer contributions.
NOTE 8. PLAN TERMINATION
The Employer 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 9. 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 year ended December 31, 1997 and 1996.
NOTE 10. 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. Some of these
participants had an outstanding loan under the Plan. These loan balances were
grandfathered in under the Plan. No new loans are permitted.
NOTE 11. SUBSEQUENT EVENT
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
available as an investment option. The Plan has 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.
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.
17
<PAGE>
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.
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
GEORGIA-PACIFIC CORPORATION HOURLY 401(K) SAVINGS PLAN
ITEM 27(A) -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
SHARES
OR FACE
AMOUNT COST MARKET
------ ---- ------
<S> <C> <C> <C>
GEORGIA-PACIFIC GROUP STOCK FUND 2,448,402 $ 20,125,659 $ 22,225,610
Georgia-Pacific Group Stock Fund Master Trust* ------------ ------------
GEORGIA-PACIFIC TIMBER STOCK FUND 2,488,093 8,286,442 8,444,340
Georgia-Pacific Timber Stock Fund Master Trust* ------------ ------------
INDEX TRUST 500 PORTFOLIO
Vanguard Index Trust 500 Portfolio* 1,113,366 71,439,661 100,280,873
------------ ------------
SHORT-TERM U.S. TREASURY PORTFOLIO
Short-Term U.S. Treasury Portfolio* 4,563,283 45,990,050 46,591,124
------------ ------------
GEORGIA-PACIFIC BALANCED FUND
Vanguard Index Trust 500 Portfolio* 62,547 4,491,726 5,633,648
Vanguard Bond Index Fund* 553,349 5,445,809 5,583,292
------------ ------------
TOTAL GEORGIA-PACIFIC BALANCED FUND 9,937,535 11,216,940
------------ ------------
BOND INDEX FUND PORTFOLIO
Vanguard Bond Index Fund - Total Bond
Market Portfolio* 517,655 5,074,553 5,223,142
------------ ------------
MONEY MARKET RESERVES
Vanguard Money Market Reserves
U.S. Treasury Portfolio* 18,632,952 18,632,952 18,632,952
------------ ------------
INTERNATIONAL FUND
Vanguard International
Growth Portfolio* 368,652 6,407,422 6,042,205
------------ ------------
PARTICIPANT LOANS
Participant Loans* 0 40,267 40,267
------------ ------------
TOTAL INVESTMENTS $185,934,541 $218,697,453
============ ============
</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 HOURLY 401(K) SAVINGS PLAN
ITEM 27(D) -- SCHEDULE OF REPORTABLE TRANSACTIONS(A)
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Purchases Sales
------------------- ---------------------------------------------
Number Amount Number Cost Proceeds Gain
------ ----------- ------ ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Short-Term U.S. Treasury
Portfolio 251 $15,001,171 240 $12,675,217 $12,770,946 $ 95,729
Vanguard Index Trust 500
Portfolio* 362 44,678,328 344 12,555,354 15,486,601 2,931,247
Vanguard Money Market
Reserves U.S. Treasury
Portfolio* 248 21,328,933 233 14,644,991 14,644,991 0
Vanguard International
Growth Portfolio* 203 6,528,604 149 2,552,100 2,554,999 2,899
Vanguard Bond
Index Fund - Total Bond
Market Portfolio* 351 7,202,803 274 2,833,542 2,864,277 30,735
</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.
20
<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 HOURLY 401(k) SAVINGS 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
#24635
21
<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. 33-52815.
/s/ Arthur Andersen LLP
Atlanta, Georgia
June 25, 1998
