<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO-FEE REQUIRED].
For the year ended December 31, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ________________ to ________________
Commission file number 1-3506
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below: Georgia-Pacific Corporation Savings and
Capital Growth Plan.
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office: Georgia-Pacific Corporation, 133
Peachtree Street, N.E., Atlanta, Georgia 30303.
<PAGE>
Georgia-Pacific Corporation
Savings and Capital Growth Plan
Financial Statements and Schedules
As of December 31, 1998 and 1997
Together With Auditors' Report
<PAGE>
GEORGIA-PACIFIC CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits, With Fund Information--
December 31, 1998
Statement of Net Assets Available for Benefits, With Fund Information--
December 31, 1997
Statement of Changes in Net Assets Available for Benefits, With Fund
Information, for the Year Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27(a)--Schedule of Assets Held for Investment
Purposes--December 31, 1998
Schedule II: Item 27(b)--Schedule of Loans in Default--December 31, 1998
Schedule III: Item 27(d)--Schedule of Reportable Transactions for the
Year Ended December 31, 1998
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants of the
Georgia-Pacific Corporation Savings
and Capital Growth Plan:
We have audited the accompanying statements of net assets available for
benefits, with fund information, of the GEORGIA-PACIFIC CORPORATION SAVINGS AND
CAPITAL GROWTH PLAN as of December 31, 1998 and 1997 and the related statement
of changes in net assets available for benefits, with fund information, for the
year ended December 31, 1998. 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 of the Georgia-
Pacific Corporation Savings and Capital Growth Plan as of December 31, 1998 and
1997 and the changes in its net assets available for benefits for the year ended
December 31, 1998 in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and loans in default as of December 31, 1998 and
reportable transactions for the year ended December 31, 1998 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
<PAGE>
-2-
statements 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 14, 1999
<PAGE>
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Fixed Company Aggressive
Income Stock Balanced Growth and Growth Growth
Options Options Options Income Options Options Option
------------ ------------ ----------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Contribution receivable $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
------------ ------------ ----------- ------------ ---------- ----------
Investments, at market value:
Interest in Master Trusts 0 164,004,248 0 0 0 0
Mutual funds 314,238,061 0 89,689,302 475,075,745 4,936,482 1,912,994
Participants' loans 0 0 0 0 0 0
------------ ------------ ----------- ------------ ---------- ----------
Total investments 314,238,061 164,004,248 89,689,302 475,075,745 4,936,482 1,912,994
------------ ------------ ----------- ------------ ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $314,238,061 $164,004,248 $89,689,302 $475,075,745 $4,936,482 $1,912,994
============ ============ =========== ============ ========== ==========
<CAPTION>
Money Participants'
Market International Unallocated Loans
Option Option Contributions Receivable Total
------------ ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Contribution receivable $ 0 $ 0 $3,093,271 $ 0 $ 3,093,271
----------- ----------- ---------- ----------- --------------
Investments, at market value:
Interest in Master Trusts 0 0 0 0 164,004,248
Mutual funds 63,389,709 39,691,650 35,830 0 988,969,773
Participants' loans 0 0 0 24,264,201 24,264,201
----------- ----------- ---------- ----------- --------------
Total investments 63,389,709 39,691,650 35,830 24,264,201 1,177,238,222
----------- ----------- ---------- ----------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $63,389,709 $39,691,650 $3,129,101 $24,264,201 $1,180,331,493
=========== =========== ========== =========== ==============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Fixed Company Growth Money
Income Stock Balanced and Income Market
Options Options Option Option Option
------------ ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Accrued income $ 0 $ 0 $ 166,545 $ 0 $ 0
------------ ------------ ----------- ------------ -----------
Contribution receivable 0 0 0 0 0
------------ ------------ ----------- ------------ -----------
Other receivables 0 0 909,612 0 0
------------ ------------ ----------- ------------ -----------
Investments, at market value:
Interest in Master Trusts 0 145,130,363 0 0 0
Mutual funds 315,821,811 0 62,184,849 370,021,766 41,532,816
Participants' loans 0 0 0 0 0
------------ ------------ ----------- ------------ -----------
Total investments 315,821,811 145,130,363 62,184,849 370,021,766 41,532,816
------------ ------------ ----------- ------------ -----------
Total assets 315,821,811 145,130,363 63,261,006 370,021,766 41,532,816
LIABILITIES:
Other payables 0 0 889,885 0 0
------------ ------------ ----------- ------------ -----------
NET ASSETS AVAILABLE FOR BENEFITS $315,821,811 $145,130,363 $62,371,121 $370,021,766 $41,532,816
============ ============ =========== ============ ===========
<CAPTION>
Participants'
International Unallocated Loans
Option Contributions Receivable Total
------------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
ASSETS:
Accrued income $ 0 $ 0 $ 0 $ 166,545
----------- ---------- ----------- --------------
Contribution receivable 0 2,896,394 0 2,896,394
----------- ---------- ----------- --------------
Other receivables 0 0 0 909,612
----------- ---------- ----------- --------------
Investments, at market value:
Interest in Master Trusts 0 0 0 145,130,363
Mutual funds 42,878,302 3,039,324 0 835,478,868
Participants' loans 0 0 23,283,930 23,283,930
----------- ---------- ----------- --------------
Total investments 42,878,302 3,039,324 23,283,930 1,003,893,161
----------- ---------- ----------- --------------
Total assets 42,878,302 5,935,718 23,283,930 1,007,865,712
LIABILITIES:
Other payables 0 0 0 889,885
----------- ---------- ----------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $42,878,302 $5,935,718 $23,283,930 $1,006,975,827
=========== ========== =========== ==============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Fixed Company Growth and Aggressive
Income Stock Balanced Income Growth Growth
Options Options Options Options Options Option
------------ ------------ ----------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
INTEREST AND DIVIDENDS $ 17,426,470 $ 0 $ 3,527,272 $ 7,654,497 $ 174,361 $ 102,959
NET APPRECIATION (DEPRECIATION) IN
MARKET VALUE OF INVESTMENTS 4,535,858 0 8,909,524 96,805,964 262,487 (58,007)
NET GAIN FROM MASTER TRUSTS 0 10,720,857 0 0 0 0
------------ ------------ ----------- ------------ ---------- ----------
NET INVESTMENT INCOME 21,962,328 10,720,857 12,436,796 104,460,461 436,848 44,952
------------ ------------ ----------- ------------ ---------- ----------
CONTRIBUTIONS:
Participants 9,201,291 6,406,200 3,968,655 18,656,447 182,226 53,120
Corporation 9,560,266 5,594,516 3,220,688 15,161,149 118,893 35,192
------------ ------------ ----------- ------------ ---------- ----------
Total contributions 18,761,557 12,000,716 7,189,343 33,817,596 301,119 88,312
------------ ------------ ----------- ------------ ---------- ----------
INTERFUND TRANSFERS (17,220,198) 487,073 12,951,766 (8,117,377) 4,260,500 1,815,529
------------ ------------ ----------- ------------ ---------- ----------
INTEREST INCOME ON LOANS 0 0 0 0 0 0
------------ ------------ ----------- ------------ ---------- ----------
AMOUNTS DISTRIBUTED TO PARTICIPANTS (24,851,104) (4,406,113) (5,078,775) (24,398,348) (68,184) (306)
------------ ------------ ----------- ------------ ---------- ----------
NEW LOANS ISSUED (3,342,774) (1,442,150) (711,181) (4,092,585) (9,093) (27,049)
------------ ------------ ----------- ------------ ---------- ----------
LOAN PRINCIPAL PAYMENTS 3,135,536 1,518,421 536,044 3,401,394 17,305 5,628
------------ ------------ ----------- ------------ ---------- ----------
FEES (29,095) (4,919) (5,812) (17,162) (2,013) (14,072)
------------ ------------ ----------- ------------ ---------- ----------
CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS (1,583,750) 18,873,885 27,318,181 105,053,979 4,936,482 1,912,994
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 315,821,811 145,130,363 62,371,121 370,021,766 0 0
------------ ------------ ----------- ------------ ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $314,238,061 $164,004,248 $89,689,302 $475,075,745 $4,936,482 $1,912,994
============ ============ =========== ============ ========== ==========
<CAPTION>
Money Participants'
Market International Unallocated Loans
Option Option Contributions Receivable Total
----------- ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
INTEREST AND DIVIDENDS $ 2,260,953 $ 785,412 $ 29,592 $ 0 $ 31,961,516
NET APPRECIATION (DEPRECIATION) IN
MARKET VALUE OF INVESTMENTS 0 5,449,098 0 0 115,904,924
NET GAIN FROM MASTER TRUSTS 0 0 0 0 10,720,857
----------- ------------ ----------- ----------- --------------
NET INVESTMENT INCOME 2,260,953 6,234,510 29,592 0 158,587,297
----------- ------------ ----------- ----------- --------------
CONTRIBUTIONS:
Participants 2,009,033 2,729,803 1,559,335 0 44,766,110
Corporation 2,957,043 2,049,440 1,533,936 0 40,231,123
----------- ------------ ----------- ----------- --------------
Total contributions 4,966,076 4,779,243 3,093,271 0 84,997,233
----------- ------------ ----------- ----------- --------------
INTERFUND TRANSFERS 22,925,104 (11,172,917) (5,929,480) 0 0
----------- ------------ ----------- ----------- --------------
INTEREST INCOME ON LOANS 0 0 0 2,057,714 2,057,714
----------- ------------ ----------- ----------- --------------
AMOUNTS DISTRIBUTED TO PARTICIPANTS (8,125,315) (3,036,200) 0 (2,237,932) (72,202,277)
----------- ------------ ----------- ----------- --------------
NEW LOANS ISSUED (497,368) (306,670) 0 10,428,870 0
----------- ------------ ----------- ----------- --------------
LOAN PRINCIPAL PAYMENTS 335,603 318,450 0 (9,268,381) 0
----------- ------------ ----------- ----------- --------------
FEES (8,160) (3,068) 0 0 (84,301)
----------- ------------ ----------- ----------- --------------
CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS 21,856,893 (3,186,652) (2,806,617) 980,271 173,355,666
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 41,532,816 42,878,302 5,935,718 23,283,930 1,006,975,827
----------- ------------ ----------- ----------- --------------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $63,389,709 $ 39,691,650 $ 3,129,101 $24,264,201 $1,180,331,493
=========== ============ =========== =========== ==============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
GEORGIA-PACIFIC CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
1. ORGANIZATION AND PLAN DESCRIPTION
The accompanying financial statements present the statements of net assets
available for benefits and changes in net assets available for benefits of
the Georgia-Pacific Corporation Savings and Capital Growth Plan (the
"Plan").
The Plan includes a savings component and a capital growth component. The
savings component permits any eligible salaried employee to contribute up to
10% of his/her compensation on a before-tax basis, not to exceed regulated
maximums. The savings component's maximum employer matching contribution is
3.75% of compensation consisting of $.75 for every $1.00 of before-tax
contributions for the first 3% of compensation and $.50 for every $1.00 of
before-tax contributions for the next 3% of compensation. The capital growth
component provides for contributions by Georgia-Pacific Corporation (the
"Corporation") to eligible salaried employees' accounts equal to 3% of the
employee's eligible earnings, provided such contributions do not exceed
$3,000 per year.
Participants of the Plan are 100% vested in their employee contributions and
capital growth contributions. Employees are vested in the Corporation's
matching contributions at the rate of 20% for each year of service. The
matching contributions also become 100% vested when an employee reaches age
60, dies, or becomes disabled. In accordance with plan provisions,
forfeitures are used to reduce employer matching contributions.
Plan assets are held in trust funds and invested on the participant's
behalf, with all investment earnings for each fund credited to the accounts
of the participants based on their proportionate share of the fund. Vanguard
Fiduciary Trust Company (the "Trustee") is the Trustee and custodian for the
Plan.
2. SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared on the accrual
basis of accounting. The preparation of the financial statements in
conformity with generally accepted accounting principles requires plan
management to use estimates and assumptions that affect the net assets
available for benefits and the changes therein. Actual results could differ
from these estimates.
<PAGE>
-2-
Certain reclassifications have been made to prior year amounts to conform
with current year presentation.
The Trustee performs daily valuations of the Plan's investments and makes
daily distributions to retired or terminated participants.
Investments are presented at market value. Market values of mutual funds are
determined principally from quotations as reported on various securities
exchanges.
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.
3. INCOME TAX STATUS
The Internal Revenue Service issued a determination letter dated July 22,
1996 stating that the Plan was designed in accordance with applicable
Internal Revenue Code ("IRC") requirements as of that date. Although the
Plan has been amended since receiving the determination letter, the plan
administrator believes that the Plan is currently designed and is being
operated in compliance with the applicable requirements of the IRC. The plan
administrator believes that the Plan was qualified and the related trust was
tax-exempt as of the financial statement dates.
4. LOANS RECEIVABLE
The Plan allows participants currently employed by the Corporation to obtain
loans equal to the lesser of $50,000 or 50% of their total vested account
balances. Loans bear interest at Bankers Trust Company's prime interest rate
plus 1%. Loan repayments are generally made through payroll deductions and
normally must be repaid within a five-year term. Loans become due and
payable in full once a participant terminates employment. Loans totaling
$10,428,870 were made in 1998.
5. INVESTMENTS
Assets held under the Plan were invested by the Trustee, as directed by the
participants, in one or more of the following 18 investment options.
The investment options are classified by the following categories on the
statements of net assets available for benefits and the statement of changes
in net assets available for benefits.
<PAGE>
-3-
Fixed Income Options
The general investment objective for these options is to provide a high
level of current income.
The Vanguard Short-Term Treasury Fund is principally invested in short-term
government bills, notes, and bonds and has an average maturity of two to
three years. The market value of the Vanguard Short-Term Treasury Fund
investment at December 31, 1998 and 1997 of $283,990,395 and $300,380,688,
respectively, exceeded 5% of net assets.
The Vanguard Total Bond Market Index Fund invests in U.S. government bonds,
high-quality corporate bonds, and mortgage-backed securities. The objective
of the Vanguard Total Bond Market Index Fund is to approximate the
performance of the Lehman Brothers Aggregate Bond Index.
The Loomis Sayles Bond Fund--Institutional Class (new in 1998) is invested
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.
Company Stock Options
The following are the two company stock funds available as investment
options:
The Georgia-Pacific Group Stock Fund is invested principally in shares of
Georgia-Pacific Corporation -- Georgia-Pacific Group Common Stock ("Common
Stock"). The market value of the Georgia-Pacific Group Stock Fund investment
at December 31, 1998 and 1997 of $113,081,715 and $105,120,556,
respectively, exceeded 5% of net assets on these dates.
The Georgia-Pacific Timber Stock Fund is invested principally in shares of
Georgia-Pacific Corporation -- Timber Group Common Stock.
Balanced Options
The objectives of these options are to conserve principal, to pay current
income, and to achieve long-term growth of principal and income by investing
in a combination of stocks, bonds, and cash reserves.
The Balanced Fund was invested approximately 50% in the Vanguard Total Bond
Market Index Fund and 50% in the Vanguard 500 Index Fund. The Vanguard Total
Bond Market Index Fund is described under the Fixed Income Options, and the
Vanguard 500 Index Trust is described under Growth and Income Options. All
assets of this fund were transferred to the Vanguard Balanced Index Fund as
of July 1, 1998.
The Vanguard LifeStrategy Income Fund (new in 1998) is invested in four
Vanguard funds: a stock fund, two bond funds, and an asset allocation fund.
This fund seeks to provide a high level of income.
The Vanguard LifeStrategy Moderate Growth Fund (new in 1998) is invested in
four Vanguard funds: an international stock fund, a stock fund, a bond fund,
<PAGE>
-4-
and an asset allocation fund. This fund seeks to provide a reasonable level
of income and long-term growth of capital.
The Vanguard LifeStrategy Conservative Growth Fund (new in 1998) is invested
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.
The Vanguard LifeStrategy Growth Fund (new in 1998) is invested in four
Vanguard funds: a stock fund, an international stock fund, a bond fund, and
an asset allocation fund. This fund seeks to provide long-term growth of
capital and income.
The Vanguard Balanced Index Fund (new in 1998) is invested in two Vanguard
funds: 60% in a stock fund and 40% in a bond fund. This option seeks to
provide income and long-term growth of capital.
Growth and Income Options
The goal of these options is to achieve long-term growth of principal and
income and reasonable current income.
The Vanguard 500 Index Fund is invested in all of the 500 stocks included in
the Standard & Poor's 500 Composite Stock Price Index in approximately the
same proportion as represented in the index. The objective of this fund is
to approximate the performance of the Standard & Poor's 500 Composite Stock
Price Index. The investment market value of the fund at December 31, 1998
and 1997 of $469,067,389 and $401,393,546, respectively, exceeded 5% of net
assets.
The Vanguard Total Stock Market Index Fund (new in 1998) is invested in a
large sample of stocks that matches certain characteristics of the Wilshire
5000 Equity Index. The investment objective of this fund is to provide long-
term growth of capital and income.
The Vanguard Windsor II Fund (new in 1998) is invested 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.
Growth Options
The objective of these options is to achieve long-term growth of capital;
dividend income is incidental.
The Vanguard Extended Market Fund (new in 1998) seeks to match the
performance of the Wilshire 4500 Equity Index. This fund seeks to provide
long-term growth of capital.
The Vanguard PRIMECAP Fund (new in 1998) is invested in stocks of companies
with above-average prospects for continued earnings growth, strong industry
positions, and skilled management teams. This fund seeks to provide long-
term growth of capital.
<PAGE>
-5-
Aggressive Growth Options
The goal of this option is to achieve maximum long-term capital growth by
investing in stocks of small companies or narrow market segments.
The Vanguard Small-Cap Index Fund (new in 1998) is invested in a large
sample of stocks that match certain characteristics of the Russell 2000
Index Stocks. This fund seeks to provide long-term growth of capital.
Money Market Option
The goal of this option is to provide maximum current income consistent with
preservation of capital and liquidity.
The Vanguard Treasury Money Market Fund is invested exclusively in U.S.
government obligations.
International Option
The goal of this option is to achieve long-term growth of capital by
investing in the stocks of companies located outside the United States.
The Vanguard International Growth Fund invests primarily in the stocks of
companies based outside the United States. This fund seeks to provide long-
term capital appreciation.
6. MASTER TRUST
Effective June 8, 1994, the assets of the Georgia-Pacific Stock Fund were
transferred into the Georgia-Pacific Stock Fund Master Trust (the "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 was 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 to distribute one
share of a new class of Common Stock, Georgia-Pacific Corporation -- Timber
Group Common Stock. As a result, the assets of the Master Trust were
transferred on a pro rata basis in the newly created Georgia-Pacific Group
Stock Fund Master Trust ("Group Master Trust") and the Georgia-Pacific
Timber Stock Fund Master Trust ("Timber Master Trust").
The market values of the Master Trusts are allocated to the individual
participating plans based on the relative value of the assets of each Plan.
Interest income, dividends, and gains and losses (both realized and
unrealized) are allocated daily to the individual participating plans based
on the relative market values at the beginning of each day.
The Plan's interest in the assets of the 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
<PAGE>
-6-
Trust." A summary of the Group Master Trust as of December 31, 1998 and 1997
is shown below:
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Investments, at market:
Georgia-Pacific Corporation -- Georgia-Pacific
Group Common Stock $146,850,740 $125,351,793
Vanguard Treasury Money Market Fund 1,381,097 1,849,416
------------ ------------
Total investments 148,231,837 127,201,209
------------ ------------
Receivables:
Interest 3,582 3,632
Other receivables 689,745 544,309
------------ ------------
Total receivables 693,327 547,941
------------ ------------
Less payables 963,513 402,984
------------ ------------
Net assets of the Group Master Trust $147,961,651 $127,346,166
============ ============
</TABLE>
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 year ending December 31, 1998, is shown below:
Interest and dividends $2,402,760
Net appreciation in market value of investments 4,994,691
Investment expense (93,780)
----------
Net investment gain from Group Master Trust $7,303,671
==========
Allocations to participating plans of net investment gain for the year
ending December 31, 1998 and of net assets as of December 31, 1998 and 1997
are shown below for the Georgia-Pacific Group Stock Fund Master Trust:
Georgia-Pacific Corporation Savings and
Capital Growth Plan $5,601,460
Other plan 1,702,211
----------
Net investment gain from Group Master Trust $7,303,671
==========
<TABLE>
<CAPTION>
1998 1997
---------------------------- ----------------------------
Amount Percent Amount Percent
------------ ------- ------------ -------
<S> <C> <C> <C> <C>
Georgia-Pacific Corporation Savings and Capital
Growth Plan $113,081,715 76.43% $105,120,556 82.55%
Other plan 34,879,936 23.57 22,225,610 17.45
------------ ------ ------------ ------
Net assets of the Group Master Trust $147,961,651 100.00% $127,346,166 100.00%
============ ====== ============ ======
</TABLE>
The Plan's interest in the assets of the Timber Master Trust is included in
the accompanying schedule of assets held for investment purposes under the
<PAGE>
-7-
"Georgia-Pacific Timber Stock Fund Master Trust." A summary of the Timber
Master Trust as of December 31, 1998 and 1997 is shown below:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Investments, at market:
Georgia-Pacific Corporation -- Timber Group Common Stock $62,553,056 $47,414,697
Vanguard Treasury Money Market Fund 1,461,611 750,524
----------- -----------
Total investments 64,014,667 48,165,221
----------- -----------
Receivables:
Interest 2,917 1,472
Other receivables 189,768 977,097
----------- -----------
Total receivables 192,685 978,569
----------- -----------
Less payables 1,444,229 689,642
----------- -----------
Net assets of the Timber Master Trust $62,763,123 $48,454,148
=========== ===========
</TABLE>
A summary of income and net appreciation of the Timber Master Trust, which
comprises the net investment gain for all participating plans for the year
ending December 31, 1998, is shown below:
Interest and dividends $2,498,741
Net appreciation in market value of investments 3,744,405
Investment expense (59,636)
----------
Net investment gain from Timber Master Trust $6,183,510
==========
Allocations to participating plans of net investment gain for the year
ending December 31, 1998 and of net assets as of December 31, 1998 and 1997
are shown below for the Timber Master Trust:
Georgia-Pacific Corporation Savings and
Capital Growth Plan $5,119,397
Other plan 1,064,113
----------
Net investment gain from Timber Master Trust $6,183,510
==========
<TABLE>
<CAPTION>
1998 1997
--------------------------- ---------------------------
Amount Percent Amount Percent
----------- ------- ----------- -------
<S> <C> <C> <C> <C>
Georgia-Pacific Corporation Savings and Capital
Growth Plan $50,922,533 81.13% $40,009,807 82.57%
Other plan 11,840,590 18.87 8,444,341 17.43
----------- ------ ----------- ------
Net assets of the Timber Master Trust $62,763,123 100.00% $48,454,148 100.00%
=========== ====== =========== ======
</TABLE>
<PAGE>
-8-
7. CONTRIBUTIONS
Contributions to the Plan include the Corporation's required capital growth
contributions, voluntary employee savings contributions and rollovers, and
matching contributions by the Corporation with respect to certain of the
employee contributions (Note 1).
Contributions are transferred to the Trustee twice a month and invested in
the Vanguard Treasury Money Market Fund until they can be credited to
participants' accounts and invested in accordance with participants'
investment elections. Earnings on the short-term investments are allocated
to participants' accounts twice each year.
8. WITHDRAWALS AND TERMINATION
Under the Plan, a participant may withdraw all or a portion of his/her
account balance related to his/her after-tax contributions at any time but
is limited to one withdrawal per year. For withdrawals of after-tax
contributions made in 1987 or later, a portion of such withdrawals will be
treated as investment income, subject to income taxes in the year received.
Contributions excluded from gross income for federal income tax purposes can
be withdrawn only in the case of a financial hardship and are subject to
taxes in the year received. The withdrawals (either full or partial) are
paid in cash. Withdrawals of before-tax contributions result in a suspension
of the right to make employee contributions to the Plan for a period of at
least 12 months.
In the event of a participant's death, retirement, or disability, the
participant or his/her beneficiary may elect to receive his/her entire
account balance in cash and/or Georgia-Pacific Corporation -- Group Common
Stock or Georgia-Pacific Corporation -- Timber Group Common Stock.
Alternatively, participants may elect an annuity option. If termination
occurs for other reasons, only vested amounts are distributed to the
participant, and nonvested amounts are forfeited. Such forfeitures are used
to reduce the Corporation's future contributions. If a former participant
returns to the employment of the Corporation within five years of the
termination date, previously forfeited amounts are reinstated to the
participant's account.
9. PLAN TERMINATION
The Corporation has reserved the right to amend, modify, suspend, or
terminate the Plan at any time. In the event the Corporation terminates the
Plan, each participant's account balance would be fully vested.
10. RECONCILIATION TO THE FORM 5500
As of December 31, 1998, the Plan had approximately $3,705,288 of pending
distributions to participants who elected to withdraw from the Plan. These
amounts are recorded as a liability in the Plan's Form 5500; however, these
amounts are not recorded as a liability in the accompanying statements of
net assets available for plan benefits in accordance with generally accepted
accounting principles.
<PAGE>
-9-
The following table reconciles net assets available for benefits at December
31, 1998 and distributions to participants for the year ended December 31,
1998 per the financial statements to the Form 5500 to be filed by the
Corporation:
<TABLE>
<CAPTION>
Amounts Net Assets
Distributed Available
Benefits to for
Payable Participants Benefits
---------- ------------ --------------
<S> <C> <C> <C>
Per financial statements $ 0 $72,202,277 $1,180,331,493
1998 accrued benefit payments 3,705,288 3,705,288 (3,705,288)
---------- ----------- --------------
Per Form 5500 $3,705,288 $75,907,565 $1,176,626,205
========== =========== ==============
</TABLE>
11. SUBSEQUENT EVENTS
Effective January 1, 1999, the Plan was amended to allow participants to
contribute up to 15% of their compensation on a before-tax basis not to
exceed regulated maximums. Employees may begin to contribute after three
months of employment. There is no change to the employer contribution which
matches contributions after one year of service.
<PAGE>
SCHEDULE I
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27a---SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Shares
or Face Current
Amount Cost Value
---------- ------------ --------------
<C> <S> <C> <C> <C>
FIXED INCOME OPTIONS:
* Vanguard Short-Term Treasury Fund 27,385,785 $278,821,320 $ 283,990,595
* Vanguard Total Bond Market Index Fund 2,816,657 28,369,241 28,927,070
Loomis Sayles Bond Fund--Institutional Class 110,493 1,382,427 1,320,396
------------ --------------
Total fixed income options 308,572,988 314,238,061
------------ --------------
COMPANY STOCK OPTIONS:
* Georgia-Pacific Timber Stock Fund Master Trust 12,931,309 100,344,521 113,081,715
* Georgia-Pacific Group Stock Fund Master Trust 14,368,660 45,836,590 50,922,533
------------ --------------
Total company stock options 146,181,111 164,004,248
------------ --------------
BALANCED OPTIONS:
* Vanguard Balanced Index Fund 4,357,371 77,892,110 80,524,208
* Vanguard LifeStrategy Income Fund 93,304 1,236,037 1,233,485
* Vanguard LifeStrategy Growth Fund 148,053 2,653,192 2,781,912
* Vanguard LifeStrategy Conservative Growth Fund 132,357 1,899,995 1,946,974
* Vanguard LifeStrategy Moderate Growth Fund 189,960 3,097,852 3,202,723
------------ --------------
Total balanced options 86,779,186 89,689,302
------------ --------------
GROWTH AND INCOME OPTIONS:
* Vanguard 500 Index Fund 4,116,432 282,975,604 469,067,389
* Vanguard Total Stock Market Index Fund 62,302 1,613,365 1,708,332
* Vanguard Windsor II Fund 144,054 4,551,365 4,300,024
------------ --------------
Total growth and income options 289,140,334 475,075,745
------------ --------------
GROWTH OPTIONS:
* Vanguard Extended Market Fund 21,922 679,074 671,239
* Vanguard PRIMECAP Fund 89,493 3,947,559 4,265,243
------------ --------------
Total growth options 4,626,633 4,936,482
------------ --------------
AGGRESSIVE GROWTH OPTION:
* Vanguard Small-Cap Index Fund 90,235 1,940,932 1,912,994
------------ --------------
MONEY MARKET OPTION:
* Vanguard Treasury Money Market Fund 63,389,709 63,389,709 63,389,709
------------ --------------
INTERNATIONAL OPTION:
* Vanguard International Growth Fund 2,114,632 36,469,373 39,691,650
------------ --------------
UNALLOCATED CONTRIBUTIONS:
* Vanguard Treasury Money Market Fund 35,830 35,830 35,830
------------ --------------
PARTICIPANTS' LOANS RECEIVABLE (INTEREST RATES RANGE FROM 7% TO 12%) 24,264,201 24,264,201
------------ --------------
Total investments $961,400,297 $1,177,238,222
============ ==============
</TABLE>
* Represents a party in interest to the Plan.
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE II
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27b - SCHEDULE OF LOANS IN DEFAULT
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Amount
Original Received
Identity of Amount During Amount
Obligator of Loans Year (a) Detailed Description of Loan Overdue (a)
- ---------------- --------- --------- -------------------------------------------- ------------
<S> <C> <C> <C> <C>
Various plan Issued January 31, 1992 through August 11,
participants $546,865 $19,660 1997; interest rates 7% to 12.5% $233,724
</TABLE>
(a) Amount includes principal and interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE III
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (a)
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Purchases Sales
--------------------------- ------------------------------------------------------
Number of Number of Gain
Transactions Amount Transactions Cost Proceeds (Loss)
------------- ------------ ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
* VANGUARD SHORT-TERM TREASURY FUND 256 $ 70,928,220 252 $ 91,536,932 $ 92,381,129 $ 844,197
* VANGUARD 500 INDEX FUND 252 119,127,547 252 117,076,394 145,925,178 28,848,784
* VANGUARD TREASURY MONEY MARKET FUND 256 96,353,078 252 77,536,274 77,536,274 0
* VANGUARD BALANCED INDEX FUND 110 88,058,422 119 9,914,434 9,662,557 (251,877)
</TABLE>
*Represents a party in interest to the Plan.
(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.
The accompanying notes are an integral part of this schedule.
<PAGE>
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
GEORGIA-PACIFIC CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
BY: GEORGIA-PACIFIC CORPORATION, AS PLAN ADMINISTRATOR
Date: June 29, 1999 By: /s/ John F. McGovern
---------------------------------------
John F. McGovern -
Executive Vice President
Finance and Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- --------- --------------------------------------------------------------------
23 Consent of Arthur Andersen LLP
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K into Georgia-Pacific Corporation's previously
filed Registration Statement File No. 33-48328.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 29, 1999
