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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the Fiscal Year Ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______________ to _______________
Commission File Number 1-3506
GEORGIA-PACIFIC CORPORATION
(exact name of registrant as specified in its Charter)
Georgia 93-0432081
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
133 Peachtree Street, N.E., Atlanta, Georgia 30303
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 652-4000
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Georgia-Pacific Corporation - Georgia-Pacific New York Stock Exchange
Group Common Stock ($.80 par value)
Georgia-Pacific Corporation - Timber New York Stock Exchange
Group Common Stock ($.80 par value)
Georgia-Pacific Group Rights to Purchase New York Stock Exchange
Series B Junior Preferred Stock (no par value)
Timber Group Rights to Purchase New York Stock Exchange
Series C Junior Preferred Stock (no par value)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
-- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
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to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of the close of business on March 16, 1999, the registrant had
86,267,933 shares of Georgia-Pacific Group Common Stock outstanding and
86,279,457 shares of Timber Group Common Stock outstanding.+
The aggregate market value of the voting stock held by non-affiliates of
the registrant on March 1, 1999 (assuming, for the sole purpose of this
calculation that all executive officers and directors of the registrant are
"affiliates") was $6,218,408,737.50 for Georgia-Pacific Group Common Stock and
$1,815,070,367.63 for Timber Group Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Listed hereunder are the documents any portions of which are incorporated
by reference and the Parts of this Form 10-K into which such portions are
incorporated:
1. The Corporation's Annual Report to Shareholders for the fiscal year
ended December 31, 1998, portions of which are incorporated by
reference in Parts I, II and IV of this Form 10-K; and
2. The Corporation's definitive Proxy Statement to be dated on or about
March 23, 1999, for use in connection with the Annual Meeting of
Shareholders to be held on May 4, 1999, portions of which are
incorporated by reference into Part III of this Form 10-K.
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+ This disclosure has been amended to state correctly the number of shares
outstanding of each of the registrant's classes of common stock, as of
March 16, 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GEORGIA-PACIFIC CORPORATION
(Registrant)
By: /s/ A. D. Correll
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(A. D. Correll,
Chairman, Chief Executive
Officer and President)
Date: April 7, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
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As Officers or Directors of GEORGIA-PACIFIC CORPORATION
/s/ A. D. Correll Director, Chairman, Chief April 7, 1999
- ------------------------- Executive Officer and President
(A. D. Correll) (Principal Executive Officer)
/s/ John F. McGovern Executive Vice President-Finance April 7, 1999
- ------------------------- and Chief Financial Officer
(John F. McGovern) (Principal Financial Officer)
/s/ James E. Terrell Vice President and Controller April 7, 1999
- ------------------------- (Principal Accounting Officer)
(James E. Terrell)
* Director April 7, 1999
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(Robert Carswell)
* Director April 7, 1999
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(Jane Evans)
* Director April 7, 1999
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(Donald V. Fites)
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* Director April 7, 1999
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(Harvey C. Fruehauf, Jr.)
* Director April 7, 1999
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(Richard V. Giordano)
* Director April 7, 1999
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(David R. Goode)
* Director April 7, 1999
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(T. Marshall Hahn, Jr.)
* Director April 7, 1999
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(M. Douglas Ivester)
* Director April 7, 1999
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(Francis Jungers)
* Director April 7, 1999
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(Louis W. Sullivan)
* Director April 7, 1999
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(James B. Williams)
*By /s/ James F. Kelley
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(James F. Kelley)
*As Attorney-in-Fact for the Directors or Officers by whose names an asterisk
appears.
