SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 2, 1998
(Date of Report)
GEORGIA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
GEORGIA
(State of Incorporation)
1-3506
(Commission File Number)
93-0432081
(IRS Employer Identification Number)
133 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
(Address of Principal Executive Offices)
(404) 652-4000
(Registrant's Telephone Number, including area code)
Item 5. Other Events.
On May 28, 1998, Georgia-Pacific Corporation (the "Corporation") entered
into a Terms Agreement (the "Terms Agreement") with Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co., SBC Warburg Dillon Read Inc., BankAmerica
Robertson Stephens and Citicorp Securities, Inc., as the Underwriters named
therein (the "Underwriters"). Pursuant to the Terms Agreement and the
Underwriting Agreement filed as an exhibit to the Corporation's Registration
Statement on Form S-3 (No. 33-43453) (the "Underwriting Agreement"), the
Corporation sold to the Underwriters, and the Underwriters purchased from the
Corporation, upon and subject to the terms and conditions set forth in the Terms
Agreement, $300,000,000 aggregate principal amount of the Corporation's 7 1/4%
Debentures Due June 1, 2028 (the "Debentures").
The Debentures were registered pursuant to Registration Statements on Form
S-3 (File Nos. 33-64673 and 333-01785) (the "Registration Statement"), filed by
the Corporation with the Securities and Exchange Commission (the "Commission")
on December 1, 1995, and March 18, 1996, respectively, and made effective on
January 18, 1996, and March 22, 1996, respectively, covering the offering on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "1933 Act") of up to $500,000,000 aggregate principal
amount of the Corporation's unsubordinated non-convertible unsecured debt
securities. Information concerning the Debentures and related matters is set
forth in the Prospectus, dated May 28, 1998, and the Prospectus Supplement,
dated May 28, 1998, filed with the Commission pursuant to Rule 424(b)(5) under
the 1933 Act.
The Debentures were issued under and in accordance with the Indenture,
dated as of March 1, 1983, as amended (the "Indenture"), between the
Corporation and The Bank of New York, as the successor Trustee. The
Indenture was filed as Exhibit 4(a)(i) to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1996 (the "10-K"), the First
Supplemental Indenture dated as of July 27, 1988, was filed as Exhibit
4.4(ii) to the Corporation's 10-K, and the Agreement of Resignation,
Appointment and Acceptance, dated as of January 31, 1992, was filed as
Exhibit 4.4(iii) to the 10-K.
The Underwriting Agreement, Terms Agreement, Specimen Debenture, and
Officers' Certificate establishing certain terms of the Debentures, and an
opinion of counsel as to the Debentures are being filed as Exhibits to this
Report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of businesses acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
Exhibit 1.(i) Underwriting Agreement dated
October 22, 1991 (filed as Exhibit 1 to the
Corporation's Registration Statement on Form
S-3 (Registration No. 33-43453) and
incorporated herein by this reference
thereto)
Exhibit 1.(ii) Terms Agreement dated
May 28, 1998
Exhibit 4.(i) Specimen of the Corporation's
7 1/4% Debentures Due June 1, 2028
Exhibit 4.(ii) Officers' Certificate dated June 2,
1998 establishing certain terms of the
Debentures
Exhibit 5 Opinion of James F. Kelley, Esq., as to the
validity of the Debentures
Exhibit 23 Consent of James F. Kelley, Esq. contained in
his opinion at Exhibit 5 hereto
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: June 2, 1998
GEORGIA-PACIFIC CORPORATION
By /s/ James F. Kelley
James F. Kelley
Senior Vice President - Law and
General Counsel
GEORGIA-PACIFIC CORPORATION
Exhibit Index to Form 8-K
Number Description
Exhibit 1.(i) Underwriting Agreement
dated October 22, 1991
(filed as Exhibit 1 to
the Corporation's
Registration Statement
on Form S-3 (Registration
No. 33-43453) and
incorporated herein by
this reference thereto)
Exhibit 1.(ii) Terms Agreement dated *
May 28, 1998
Exhibit 4.(i) Specimen of the Corporation's *
7 1/4% Debentures
Due June 1, 2028
Exhibit 4.(ii) Officers' Certificate dated *
June 2, 1998, establishing
certain terms of the Debentures
Exhibit 5 Opinion of James F. Kelley, Esq., *
as to the validity of the
Debentures
Exhibit 23 Consent of James F. Kelley, Esq. *
contained in his opinion at
Exhibit 5 hereto
*Filed via EDGAR.
GEORGIA-PACIFIC CORPORATION
(the "Corporation")
TERMS AGREEMENT
May 28, 1998
Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
Attention: John F. McGovern
Executive Vice President - Finance
and Chief Financial Officer
Ladies and Gentlemen:
We offer to purchase, on and subject to the terms and conditions of the
form of Underwriting Agreement filed as an exhibit to each of the
Corporation's registration statements on Form S-3 (File Nos. 33-64673 and 333-
01785) (the "Underwriting Agreement"), the following securities (the
"Securities") on the following terms:
Title: 7 1/4% Debentures Due June 1, 2028.
Principal Amount: $300,000,000.
Interest: 7 1/4% per annum, from June 2, 1998, payable semiannually in
arrears on June 1 and December 1, commencing December 1, 1998, to holders of
record on the immediately preceding May 15 or November 15, as the case may be.
Maturity: June 1, 2028.
Make Whole Redemption: 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
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.
Sinking Fund: None.
Delayed Delivery Contracts: None.
Purchase Price: 98.628% of principal amount, plus accrued interest from
June 2, 1998, if any.
Expected Reoffering Price: 99.503% of principal amount, plus accrued
interest from June 2, 1998, if any.
Closing: 9:00 a.m., New York City time, on June 2, 1998, at the offices
of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York with
payment to be made in immediately available funds.
Names and Addresses of Underwriters:
Morgan Stanley & Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
SBC Warburg Dillon Read Inc.
Swiss Bank Tower
677 Washington Boulevard
Stamford, Connecticut 06901
BancAmerica Robertson Stephens
231 South La Salle Street
Chicago, Illinois 60697
Citicorp Securities, Inc.
399 Park Avenue
New York, New York 10043
The respective principal amounts of the Securities to be purchased by
each of the Underwriters are set forth opposite their names in Schedule A
hereto.
The provisions of the Underwriting Agreement are incorporated herein by
reference.
The specified percentage of the principal amount of the Securities for
the purposes of Section 10 of the Underwriting Agreement shall be 10%.
The Securities will be made available for checking and packaging at the
office of The Bank of New York at least 24 hours prior to the Closing Date.
This Terms Agreement, including your acceptance hereof, may be executed
by any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
(Signatures on following page)
(Signature page to Terms Agreement)
Please signify your acceptance of our offer by signing the enclosed
response to us in the space provided and returning it to us.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
GOLDMAN, SACHS & CO.
SBC WARBURG DILLON READ INC.
BANCAMERICA ROBERTSON STEPHENS
CITICORP SECURITIES, INC.
By: MORGAN STANLEY & CO. INCORPORATED
Name: /s/ Harold J. Hendershot, III
Title: Vice President
SCHEDULE A
Principal
Underwriter Amount
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
To: Morgan Stanley & Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
SBC Warburg Dillon Read Inc.
Swiss Bank Tower
677 Washington Boulevard
Stamford, Connecticut 06901
BancAmerica Robertson Stephens
231 South La Salle Street
Chicago, Illinois 60697
Citicorp Securities, Inc.
399 Park Avenue
New York, New York 10043
We accept the offer contained in your letter, dated May 28, 1998,
relating to $300,000,000 principal amount of our 7 1/4% Debentures Due June 1,
2028. We also confirm that, to the best of our knowledge after reasonable
investigation, the representations and warranties of the undersigned in the
Underwriting Agreement filed as an exhibit to the undersigned's registration
statement on Form S-3 (No. 33-43453) (the "Underwriting Agreement") are true and
correct and no stop order suspending the effectiveness of the Registration
Statement (as defined in the Underwriting Agreement) or any part thereof has
been issued and no proceedings for that purpose have been instituted or, to the
knowledge of the undersigned, are contemplated by the Securities and Exchange
Commission.
Dated: May 28, 1998 Very truly yours,
GEORGIA-PACIFIC CORPORATION
By: /s/ John F. McGovern
Name: John F. McGovern
Title: Executive Vice President -
Finance and Chief Financial
REGISTERED REGISTERED
NUMBER (LOGO) $
R
GEORGIA-PACIFIC CORPORATION
7 1/4% DEBENTURE DUE JUNE 1, 2028
CUSIP 373298 BP 2
SEE REVERSE FOR CERTAIN DEFINITIONS
GEORGIA-PACIFIC CORPORATION, a Georgia corporation (hereinafter referred to as
the "Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
7 1/4% 7 1/4%
Due Due
2028 2028
or registered assigns, the principal sum of DOLLARS
on June 1, 2028 and to pay interest thereon from June 2, 1998, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on June 1 and December 1 of each year,
commencing December 1, 1998, at the rate of 7 1/4% per annum, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture hereinafter referred to, be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the May 15 or November 15, as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of the business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Date:
GEORGIA-PACIFIC CORPORATION
By: A. D. Correll
Chairman
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of
the series designated therein referred
to in the within-mentioned Indenture.
THE BANK OF NEW YORK
By as Trustee Attest: Kenneth F. Khoury
(SEAL) Secretary
Authorized Signatory
GEORGIA-PACIFIC CORPORATION
7 1/4% DEBENTURE DUE JUNE 1, 2028
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of March 1, 1983, between the Company
and The Chase Manhattan Bank (National Association)("Chase"), as amended and
supplemented by a First Supplemental Indenture dated as of July 27, 1988 (such
Indenture as so amended and supplemented, the "Indenture"), among the
Company, Chase and Morgan Guaranty Trust Company of New York, as Trustee (The
Bank of New York, as successor trustee under the Indenture, along with any
other successor trustee under the Indenture with respect to the series of
Securities of which this Security is a part, is herein called the "Trustee"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount of $300,000,000.
The Securities of this series will not be entitled to any sinking fund.
The Securities of this series 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 Securities of this series 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 Securities of this series 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 Securities of this
series, 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
Securities of this series, (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 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 Securities of this series 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 Securities of this series.
"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 Securities of this series (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 Securities of this series to be redeemed. If less than all the Securities
of this series 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 Securities of this series 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 Securities
of this series or portions thereof called for redemption.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all the Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -
Custodian
- ------ ------
TEN ENT -- as tenants by the entireties
(Cust) (Minor)
JT TEN -- as joint tenants with right of
under Uniform Gifts to survivorship and not as tenants
Minors Act
--------
in common
(State)
Additional abbreviations may also be used though not in the above list.
------------------
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/ /
/ /
Please print or typewrite name and address including postal zip code of assignee
the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing
attorney
to transfer said Debenture on the books of the Company, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument, in every particular, without
alteration or enlargement or any change whatever.
GEORGIA-PACIFIC CORPORATION
Officers' Certificate
Pursuant to Sections 102 and 301 of the Indenture dated as of March
1, 1983, as amended (the "Indenture"), between Georgia-Pacific Corporation
(the "Corporation") and The Bank of New York, as successor Trustee, the
Vice President and Treasurer and the Vice President, Deputy General Counsel
and Secretary of the Corporation each hereby certifies as follows:
(1) He has read all provisions in the Indenture relating to
conditions precedent to the authentication and delivery of $300,000,000
aggregate principal amount of the Corporation's 7 1/4% Debentures Due June 1,
2028 (the "Debentures") and the definitions in the Indenture relating thereto
and has made such investigation as he considered necessary in connection with
the delivery hereof.
(2) In his opinion, he has made such examination or investigation as
is necessary to enable him to express an informed opinion as to whether or not
provisions in the Indenture relating to conditions precedent to the
authentication and delivery of the Debentures under the Indenture have been
complied with.
(3) In his opinion, such provisions have been complied with.
(4) Pursuant to resolutions adopted by the Board of Directors of the
Corporation (or the Executive Committee thereof) at meetings duly called and
held on February 24, 1983, July 26, 1986, July 25, 1988, January 29, 1992,
August 1, 1995, and February 1, 1996, and by the Pricing Committee of the Board
of Directors at a meeting duly called and held on May 28, 1998, the terms of
the Debentures to be issued under the Indenture shall be as follows:
(i) The title of the Debentures is "7 1/4% Debentures Due June
1, 2028".
(ii) The Debentures are to be issued in, and limited to, an
aggregate principal amount of $300,000,000 (except for Debentures
authenticated and delivered upon registration of, transfer of, or in
exchange for, or in lieu of, other Debentures pursuant to the terms
of the Indenture).
(iii) The unpaid principal of the Debentures is payable on June
1, 2028, subject to the provisions of the Indenture respecting
acceleration.
(iv) The Debentures shall bear interest at a rate of 7 1/4% per
annum 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, commencing
December 1, 1998, to holders of record on May 15 or November 15, as
the case may be, next preceding such Interest Payment Date.
(v) Principal (and premium, if any) and interest on the
Debentures are payable at the Corporate Trust Office of the Trustee
in the Borough of Manhattan, City of New York, provided, however,
that at the option of the Corporation such payment may be made by
check mailed to the Person entitled thereto as provided in the
Indenture.
(vi) 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 (a) 100% of the
principal amount of the Debentures to be redeemed and (b) 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 in the that certain Terms Agreement
dated May 28, 1998, by and among Morgan Stanley & Co. Incorporated,
Goldman, Sachs & Co., SBC Warburg Dillon Read Inc., BancAmerica
Robertson Stephens and Citicorp Securities, Inc., as the
Underwriters, and the Corporation) plus 25 basis points, plus, in
either case, accrued and unpaid interest on the principal amount
being redeemed to the date of redemption.
(vii) The Debentures will not be entitled to the benefit of any
sinking fund.
Capitalized terms not otherwise defined herein have the meanings
specified in the Indenture.
IN WITNESS WHEREOF, we have hereunto signed our names the 2nd day of
June, 1998.
By: /s/ Danny W. Huff
Danny W. Huff
Vice President and Treasurer
By: /s/ Kenneth F. Khoury
Kenneth F. Khoury
Vice President, Deputy
General Counsel and
Secretary
GEORGIA-PACIFIC CORPORATION
Law Department 133 Peachtree
Street, N.E.
P.O. Box 105605
James F. Kelley Atlanta, Georgia
Senior Vice 30348-5605
President - Law Telephone (404)
and General 652-5208
Counsel Facsimile (404)
584-1461
June 2, 1998
To the Board of Directors of
Georgia-Pacific Corporation
Dear Sirs and Mesdames:
As Senior Vice President - Law and General Counsel of Georgia-Pacific
Corporation, a Georgia corporation ("Georgia-Pacific"), I have supervised the
corporate proceedings in connection with the authorization of the issuance of
$300,000,000 aggregate principal amount of Georgia-Pacific's 7 1/4% Debentures
Due June 1, 2028 (the "Debentures"), issued under the Indenture, dated as of
March 1, 1983, as amended (the "Indenture"), between Georgia-Pacific and The
Bank of New York, as successor Trustee, and covered by Registration Statements
on Form S-3 (File Nos. 33-64673 and 333-01785) (the "Registration Statements")
filed by Georgia-Pacific with the Securities and Exchange Commission on December
1, 1995, and March 18, 1996, respectively, and declared effective on January 18,
1996, and March 22, 1996, respectively.
I am familiar with the corporate proceedings of Georgia-Pacific with
respect to the issuance and sale of the Debentures, and I have reviewed, or
caused to be reviewed, the Registration Statements. In addition, I have
examined, or caused to be examined, and have relied upon the originals, or
copies identified to my satisfaction, of such corporate records of Georgia-
Pacific, certificates of public officials and officers of Georgia-Pacific, and
such other agreements, instruments and documents as I have deemed necessary as a
basis for the opinions hereinafter set forth.
Based upon the foregoing and upon such other factors as I deem relevant, I
am of the opinion that:
(1) Georgia-Pacific is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Georgia with
full power to execute the Indenture and to issue the Debentures.
(2) The Indenture has been duly authorized, executed and delivered by
Georgia-Pacific, and constitutes a valid and legally binding instrument
enforceable against Georgia-Pacific in accordance with its terms, except to
the extent enforceability may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting the enforcement of creditors'
rights generally and by general equitable principles, regardless of whether
such enforceability is considered in a proceeding in equity or at law.
(3) The Debentures have been duly issued, authenticated and delivered
pursuant to the Indenture and constitute valid and legally binding
obligations of Georgia-Pacific enforceable against Georgia-Pacific in
accordance with their terms, except to the extent enforceability may be
limited by bankruptcy, insolvency, moratorium or other similar laws
affecting the enforcement of creditors' rights generally or by general
equitable principles, regardless of whether such enforceability is
considered in a proceeding in equity or at law, and are entitled to the
benefits provided by the Indenture.
I hereby consent to the use of this opinion as an exhibit to Georgia-
Pacific's Current Report on Form 8-K, dated June 2, 1998, and its incorporation
by reference in the Registration Statements and such other registration
statements as may incorporate such Report on Form 8-K by reference. I consent
to the use of this opinion as an exhibit to the Registration Statements and to
the use of my name under the heading "Validity of Securities" in the
Prospectus and Prospectus Supplement related to the Registration Statements.
I am a member of the Bar of the State of New York and do not hold myself
out to be an expert on the laws of any other state. I express no opinion on the
laws of any jurisdiction other than the laws of the State of New York and
Georgia and the federal law of the United States. Insofar as this opinion
relates to matters of Georgia law, I have relied on the opinion of even date
addressed to me by an attorney in the Law Department of Georgia-Pacific licensed
to practice law in the State of Georgia.
Very truly yours,
/s/ James F. Kelley
James F. Kelley
Senior Vice President - Law
