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
Date of report (Date of earliest event reported) November 10, 1999
GEORGIA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
GEORGIA 1-3506 93-0432081
(State or Other (Commission (IRS Employer
Jurisdiction File Number Identification
of Incorporation) Number)
133 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number,including area code (404) 652-4000
<PAGE>
Item 5. Other Events.
On November 5, 1999, Georgia-Pacific Corporation (the
"Corporation") entered into a Terms Agreement (the "Terms
Agreement") with Morgan Stanley & Co. Incorporated and Warburg
Dillon Read LLC, as representatives of 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
has agreed to sell to the several Underwriters, and the several
Underwriters have agreed to purchase from the Corporation, upon
and subject to the terms and conditions set forth in the Terms
Agreement, $500,000,000 aggregate principal amount of the
Corporation's 7 3/4% Debentures due November 15, 2029 (the
"Debentures"). The Consumation of the purchase pursuant to the
Terms Agreement is subject to customary closing conditions.
The Debentures were registered pursuant to Registration
Statement on Form S-3 (File No. 333-80757) (the
"Registration Statement"), filed by the Corporation with
the Securities and Exchange Commission (the "Commission")
on June 15, 1999 and made effective on June 30, 1999,
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 $2,975,000,000 aggregate
principal amount of the Corporation's Securities (as
defined therein). Information concerning the Debentures and
related matters is set forth in the Prospectus, dated June
30, 1999, and the Prospectus Supplement, dated November 5,
1999, filed with the Commission pursuant to Rule 424(b)(5)
under the 1933 Act.
The Debentures will be 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 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, each of which is hereby incorporated herein by this
reference.
The Terms Agreement, Specimen Debenture and Officers'
Certificate establishing certain terms of the Debentures,
are being filed as Exhibits to this Report and are hereby
incorporated herein by this reference.
The net proceeds from the sale of the Debentures
are estimated to be approximately $491,265,000
(after deduction of underwriting discounts and commissions
and payment of expenses of the offering estimated to be
$150,000).
<PAGE> -2-
The Corporation will use the net proceeds from the sale
of the Debentures to repay outstanding short-term
borrowings incurred under a credit facility entered into
with Bank of America, N.A. to finance the formation of
Georgia-Pacific Tissue, LLC. Georgia-Pacific Tissue is a
joint venture formed on October 4, 1999 between the
Corporation and a subsidiary of Chesapeake Corporation in
which the two companies have combined their away-from-home
tissue businesses. The Corporation controls the joint-
venture with a 95% equity interest while Chesapeake holds a
5% equity interest in the joint-venture.
<PAGE> -3-
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
1.1 Terms Agreement dated November 5, 1999
4.1 Specimen of the Corporation's 7 3/4% Debentures Due
November 15, 2029
4.2 Officers' Certificate dated November 10, 1999
establishing certain terms of the Debentures
<PAGE> -4-
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: November 10, 1999
GEORGIA-PACIFIC CORPORATION
By /s/ Kenneth F. Khoury
Kenneth F. Khoury
Vice President, Deputy General
Counsel and Secretary
<PAGE> -5-
GEORGIA-PACIFIC CORPORATION
Exhibit Index to Form 8-K
Numb Description
er
Exhibit 1.1 Terms Agreement dated November 5, 1999
Exhibit 4.1 Specimen of the Corporation's 7 3/4% Debentures
Due November 15, 2029
Exhibit 4.2 Officers' Certificate dated November 10, 1999
establishing certain terms of the Debentures
<PAGE>
GEORGIA-PACIFIC CORPORATION
(the "Corporation")
TERMS AGREEMENT
November 5, 1999
Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
Attention: Danny W. Huff
Chief Financial Officer
Ladies and Gentlemen:
On behalf of the several Underwriters named in Schedule
A hereto and for their respective accounts, we offer to purchase,
on and subject to the terms and conditions of the form of
Underwriting Agreement filed as an exhibit to the Corporation's
registration statements on Form S-3 (File Nos. 33-43453 and 333-
80757) (the "Underwriting Agreement"), the following securities
(the "Securities") on the following terms:
Title: 7-3/4% Debentures Due 2029.
Principal Amount: $500,000,000.
Interest: 7-3/4% per annum, from November 10, 1999,
payable semiannually in arrears on May 15 and November 15,
commencing May 15, 2000, to holders of record on the immediately
preceding May 1 or November 1, as the case may be.
Maturity: November 15, 2029.
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
<PAGE>
(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 either (a) Morgan
Stanley & Co. Incorporated or (b) Warburg Dillon Read LLC or, if
each such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee after consultation
with, and upon the direction of, the Corporation.
<PAGE> 2
"Comparable Treasury Price" means with respect to any
Redemption Date for the Debentures:
(i) the average of four 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 four such
Reference Treasury Dealer Quotations, the average of all
such quotations.
"Reference Treasury Dealer" means (a) each of Morgan
Stanley & Co. Incorporated and Warburg Dillon Read LLC 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 and (b) any two other Primary Treasury Dealers selected by
the Corporation.
"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: 98.283% of principal amount, plus
accrued interest from November 10, 1999, if any.
Expected Reoffering Price: 99.158% of principal
amount, plus accrued interest from November 10, 1999, if any.
<PAGE> 3
Closing: 9:00 a.m. (New York City time) on November
10, 1999, 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 Representatives of the
Underwriters:
Morgan Stanley & Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Warburg Dillon Read LLC
677 Washington Boulevard
Stamford, Connecticut 06901
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)
<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
WARBURG DILLON READ LLC,
for themselves and as
Representatives of the several
Underwriters named in Schedule A
hereto
By: WARBURG DILLON READ LLC
/S/ Peter Foote
Name: Peter Foote
Title: Executive Director
/S/ Curt Lee
Name: Curt Lee
Title: Associate
<PAGE>
SCHEDULE A
Underwriter Principal
Amount
Morgan Stanley & Co. Incorporated $150,000,000
Warburg Dillon Read LLC 150,000,000
Banc of America Securities LLC 50,000,000
Goldman, Sachs & Co. 50,000,000
Salomon Smith Barney Inc. 50,000,000
Chase Securities Inc. 25,000,000
Commerzbanc Capital Markets 25,000,000
Corporation
Total:...................... $500,000,000
<PAGE>
To: Morgan Stanley & Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Warburg Dillon Read LLC
677 Washington Boulevard
Stamford, Connecticut 06901,
for themselves and as Representatives
of the several Underwriters
We accept the offer contained in your letter, dated
November 5, 1999, relating to $500,000,000 principal amount of
our 7-3/4% Debentures Due 2029. 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 statements on Form S-3 (Nos. 33-43453 and 333-80757)
(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.
(Signature on following page)
<PAGE>
(Signature to Terms Agreement Letter)
Dated: November 5, 1999 Very truly yours,
GEORGIA-PACIFIC CORPORATION
By: /S/ Phillip M. Johnson
Name: Phillip M. Johnson
Title: Vice President and Treasurer
<PAGE>
GEORGIA-PACIFIC CORPORATION
7 3/4% DEBENTURE DUE NOVEMBER 15, 2029
REGISTERED REGISTERED
(NUMBER)
FORM OF
GEORGIA-PACIFIC CORPORATION
7 3/4% DEBENTURE DUE NOVEMBER 15, 2029
GEORGIA-PACIFIC CORPORATION, a Georgia corporation (hereinafter
referred to as the "Corporation", which term includes any
successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
7 3/4% 7 3/4%
DUE DUE
2029 2029
or registered assigns the principal sum of
on November 15, 2029, and to pay interest thereon from November
10, 1999, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in
arrears on May 15 and November 15 of each year, commencing May
15, 2000, at the rate of 7_% 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 1 or November 1, 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 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 Corporation 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 Corporation 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
duly 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 Corporation has caused this
instrument to be duly executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GEORGIA-PACIFIC CORPORATION
This is one of the Securities of
the series designated therein referred By: ________________, Chairman
to in the within-mentioned
Indenture. THE BANK OF Attest: ____________,Secretary
NEW YORK, as Trustee
Authorized Signatory
[CORPORATE SEAL]
This Security is one of a duly authorized issue of securities of
the Corporation (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 Corporation 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 Corporation, Chase and Morgan Guaranty
Trust Company, 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 Corporation, 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 to $500,000,000.
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 either (a) Morgan Stanley &
Co. Incorporated or (b) Warburg Dillon Read LLC or, if each such
firm is unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with, and
upon the direction of, the Corporation.
"Comparable Treasury Price" means with respect to any Redemption
Date for the Securities of this Series (i) the average of four
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 four
such Reference Treasury Dealer Quotations, the average of all
such quotations.
"Reference Treasury Dealer" means (a) each of Morgan Stanley &
Co. Incorporated and Warburg Dillon Read LLC 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 and (b) any two other Primary Treasury Dealers selected by
the Corporation.
"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 payments 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 Corporation and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Corporation 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
Corporation 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 Corporation, 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
Corporation 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 Corporation 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 Corporation 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 Corporation, the Trustee and any agent of the
Corporation 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 GIF MIN ACT - _____ Custodian ____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of survivorship
and not as tenants in common under Uniform Gifts to
Minors Act ___
(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) into
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
to transfer said Debenture on the books of the Corporation, with
full power of substitution in the premises.
Dated: __________________________________________________
_____________________________________________________
UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN
INTEREST HEREIN.
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
$500,000,000 aggregate principal amount of the Corporation's
7 3/4% Debentures Due November 15, 2029 (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, and June 24,
1999 and by the Pricing Committee at a meeting duly called and
held on November 5, 1999, the terms of the Debentures to be
issued under the Indenture shall be as follows:
(i) The title of the Debentures is "7 3/4%
Debentures Due November 15, 2029".
(ii) The Debentures are to be issued in, and limited
to, an aggregate principal amount of $500,000,000
(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 November 15, 2029, subject to the
provisions of the Indenture respecting acceleration.
(iv) The Debentures shall bear interest at a rate of
7 3/4% per annum from November 10, 1999, or from the
most recent Interest Payment Date to which interest
has been paid or provided for, payable semi-annually
in arrears on May 15 and November 15 of each year,
commencing May 15, 2000 to holders of record on May 1
or November 1, as the case may be, next preceding
such Interest Payment Date.
<PAGE>
(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 November 5, 1999, by and among
Morgan Stanley & Co. Incorporated and Warburg Dillon
Read LLC for themselves, and as representatives of
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; 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 on the close of business on the relevant
record date according to their terms and the
provisions of the Indenture.
(vii) The Debentures will not be entitled to the benefit of
any sinking fund.
(viii) The Debentures, on original issuance, will be
issued in the form of one or more fully registered
Global Debentures, to be delivered to the Depositary
by, or on behalf of, the Corporation. Such Global
Debenture shall initially be registered on the books
and records of the Corporation in the name of Cede &
Co., the nominee of the Depositary, and no Beneficial
Owner of the Debenture will receive a definitive
Debenture representing such Beneficial Owner's interest
in such Global Debenture, except as provided in the
prospectus for the Debentures, dated June 30, 1999, as
supplemented by the prospectus supplement dated
November 5, 1999.
As used herein:
"Beneficial Owners" means, with respect to a Global
Debenture, a Person who is the beneficial owner of a
book-entry interest in the Global Debenture as
reflected on the books of the Clearing Agency or on the
books of a Person maintaining an account with such
Clearing Agency (directly as a Clearing Agency
participant or as an indirect participant, in each case
in accordance with the rules of such Clearing Agency).
<PAGE> -2-
"Clearing Agency" means an organization registered as a
"Clearing Agency" pursuant to Section 17A of the
Securities Exchange Act that is acting as a depositary
for the Debentures and in whose name, or in the name of
a nominee of that organization, shall be registered a
Global Debenture and which shall undertake to effect
book entry transfers and pledges of the Debentures.
"Depositary"means The Depository Trust Company until
another Clearing Agency becomes its successor.
"Global Debenture" means a Debenture that evidences all
or part of the Debentures and is registered in the name
of a Clearing Agency or a nominee thereof.
Capitalized terms not otherwise defined herein have the
meanings specified in the Indenture.
(remaining space on this page left blank intentionally)
<PAGE> -3-
IN WITNESS WHEREOF, we have hereunto signed our names
the 10th day of November, 1999.
By: /s/ Phillip M. Johnson
Phillip M. Johnson
Vice President and Treasurer
By: /s/ Kenneth F. Khoury
Kenneth F. Khoury
Vice President, Deputy General Counsel
and Secretary
