<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Georgia-Pacific Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 93-0432081
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
133 Peachtree Street, N.E., Atlanta, Georgia 30303
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [_]
Securities Act registration statement file number to which this form relates:
333-80757 (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Premium Equity Participating Security Units--PEPS Units The New York Stock Exchange
- ---------------------------------------------------------- --------------------------------------------------------
- ---------------------------------------------------------- --------------------------------------------------------
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of class)
- --------------------------------------------------------------------------------
(Title of class)
<PAGE>
2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to Be Registered.
The class of securities to be registered hereby are the Premium Equity
Participating Security Units--PEPS Units (the "PEPS Unit") of Georgia-Pacific
Corporation, a Georgia corporation.
For a description of the PEPS Unit, reference is made to Amendment No.
1 to the Registration Statement on Form S-3 of Georgia-Pacific Corporation
(Registration No. 333-80757), filed with the Securities and Exchange Commission
on June 23, 1999 (the "Form S-3"), and the form of prospectus supplement for the
PEPS Units included therein, which description is incorporated herein by
reference.
Item 2. Exhibits.
*1. Form of Purchase Contract Agreement between Georgia-Pacific
Corporation and The First National Bank of Chicago, as Purchase
Contract Agent (incorporated herein by reference to Exhibit 4(p)
to the Form S-3).
*2. Form of Pledge Agreement among Georgia-Pacific Corporation, The
Chase Manhattan Bank, as Collateral Agent and Securities
Intermediary, and The First National Bank of Chicago, as Purchase
Contract Agent (incorporated herein by reference to Exhibit 4(q)
to the Form S-3).
*3. Form of Remarketing Agreement between Georgia-Pacific Corporation
and Morgan Stanley & Co. Incorporated (incorporated by reference
to Exhibit 4(u) of the Form S-3).
*4. Form of PEPS Units and Treasury PEPS Units (incorporated herein
by reference to Exhibit 4(v) to the Form S-3).
5. Indenture, dated as of March 1, 1983, between Georgia-Pacific
Corporation and The Chase Manhattan Bank (National Association),
as Trustee (filed as Exhibit 4.4(i) to Georgia-Pacific
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-3506) and incorporated herein by
reference thereto).
6. First Supplemental Indenture to the Indenture, dated July 27,
1988, among Georgia-Pacific Corporation, The Chase Manhattan Bank
(National Association), as Trustee, and Morgan Guaranty Trust
Company of New York, as Successor Trustee (filed as Exhibit
4.4(ii) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (File No. 1-3506), and incorporated
herein by reference to Exhibit A to Exhibit 4.8 to the Form S -
3).
7. Agreement of Resignation, Appointment and Acceptance, dated as of
January 31, 1992, by and among Georgia-Pacific Corporation,
Morgan Guaranty Trust Company of New York, as Trustee, and The
Bank of New York, as Successor Trustee (filed as Exhibit 4.4(iii)
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 1-3506, and incorporated herein by
reference thereto).
8. Form of Senior Deferrable Note (incorporated herein by reference
to Exhibit 4(d) to the Form S-3).
_______________
* To be included in Amendment No. 2 to the Registration Statement on Form S-3
(File No. 333-80757).
<PAGE>
3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: June 25, 1999 GEORGIA-PACIFIC CORPORATION
By: /s/ John F. McGovern
------------------------------------
Name: John F. McGovern
Title: Executive Vice President-Finance and
Chief Financial Officer
