As filed with the Securities and Exchange Commission on May 3, 2000
Registration No. 333- _____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Georgia-Pacific Corporation
(Exact name of Registrant as specified in its charter)
Georgia 93-0432081
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
(Address of principal executive (Zip Code)
offices)
Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term Incentive Plan
Georgia-Pacific Corporation/The Timber Group 1997 Long-Term Incentive Plan
(Full title of the plan)
Kenneth F. Khoury
Vice President, Deputy General Counsel and Secretary
Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 652-4839
(Name, address and telephone number, including area code, of
agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed
Title of each each class of Amount to be Proposed maximum maximum Amount of
securities to be registered(1) registered (2) offering price per aggregate offering registration fee
share(3) price(3)
<S> <C> <C> <C> <C>
Georgia-Pacific Group Common 7,000,000
Stock, par value $0.80 shares(4) $37.19 $260,312,500 $68,722.50
Georgia-Pacific Timber Group 1,500,000
Common Stock, par value $.80 shares(5) $23.38 $35,062,500 $9,256.50
<FN>
<F1> Pursuant to Rule 416(a) under the Securities Act, includes
(1) an indeterminate number of additional shares that may be
offered and issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
<F2> Estimated solely for the purpose of calculating the
(2) registration fee, in accordance with Rule 457 (h)(1) on
the average of the high and low sales prices of $37.19 and
$23.38 per share for Georgia-Pacific Corporation - Georgia-
Pacific Group Common Stock ("G-P Group Stock") and Georgia-
Pacific Corporation - Timber Group Common Stock ("Timber
Group Stock") on the NYSE on April 28, 2000.
</FN>
</TABLE>
<PAGE>
Part I - Information Required in the Section 10(a) Prospectus
The documents constituting part I of this Registration
Statement have been or will be sent or given to participants in
the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-
Term Incentive Plan and the Georgia-Pacific Corporation/The
Timber Group 1997 Long-Term Incentive Plan (the "Plans") as
specified by Rule 428 (b)(1) under the Securities Act.
Upon written or oral request, the Registrant will provide,
without charge, the documents incorporated by reference in Item 3
of Part II of this Registration Statement. The documents are
incorporated by reference in the Section 10(a) prospectus. The
Registrant will also provide, without charge, upon written or
oral request, other documents required to be delivered to
employees pursuant to Rule 428(b) under the Securities Act.
Requests for the above mentioned information should be directed
to Kenneth F. Khoury, Vice President, Deputy General Counsel and
Secretary, at Georgia-Pacific Corporation, 133 Peachtree Street,
N.E., Atlanta, Georgia 30303 or (404) 652-4839.
<PAGE>
Part II - Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:
(a) the Annual Report on Form 10-K of Georgia-Pacific
Corporation (the "Corporation") for the fiscal year
ended January 1, 2000;
(b) the Corporation's Current Reports on Form 8-K dated
March 23, 2000 and April 19, 2000;
(c) the Corporation's Registration Statements on Form 8-A
dated November 11, 1997 and June 25, 1999 with respect
to the description of each class of securities
described therein; and
(d) all other documents filed by the Registrant and the
Plans pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the filing of a post-effective
amendment to this Registration Statement that
indicates that all securities offered have been sold
or that deregisters securities that remain unsold.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently
filed document that also is, or is deemed to be, incorporated
herein by reference modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the G-P Group Stock and the
Timber Group Stock is being passed upon by Kenneth F. Khoury,
Vice President, Deputy General Counsel and Secretary of the
Registrant. Kenneth F. Khoury is an officer of, and receives
compensation from the Registrant.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 14-2-851 of the Georgia Business
Corporation Code provides that a corporation may indemnify an
individual who is a party to a proceeding because he or she is or
was a director against liability incurred in the proceeding if
(1) such individual conducted himself or herself in good faith;
and (2) such individual reasonably believed (A) in the case of
conduct in his or her official capacity, that such conduct was in
the best interests of the corporation, (B) in all other cases,
that such conduct was at least not opposed to the best interests
of the corporation; and (C) in the case of any criminal
proceeding, that the individual had no reasonable cause to
believe such conduct was unlawful. Subsection (d) of Section 14-
2-851 of the Georgia Business Corporation Code provides that a
<PAGE>
corporation may not indemnify a director in connection with a
proceeding by or in the right of the corporation, except for
reasonable expenses incurred in connection with the proceeding if
it is determined that the director has met the relevant standard
of conduct, or in connection with any proceeding with respect to
conduct for which he or she was adjudged liable on the basis that
personal benefit was improperly received by him or her, whether
or not involving action in his or her official capacity.
Notwithstanding the foregoing, pursuant to Section 14-2-854, a
court may order a corporation to indemnify a director if such
court determines, in view of all the relevant circumstances, that
it is fair and reasonable to indemnify the director even if the
director has not met the relevant standard of conduct set forth
in subsections (a) and (b) of Section 14-2-851 of the Georgia
Business Corporation Code, failed to comply with Section 14-2-853
of the Georgia Business Corporation Code, or was adjudged liable
in a proceeding referred to in paragraph (1) or (2) of subsection
(d) of Section 14-2-851 of the Georgia Business Corporation Code,
but if the director was adjudged so liable, the indemnification
shall be limited to reasonable expenses incurred in connection
with the proceeding.
Section 14-2-852 of the Georgia Business Corporation Code
provides that a corporation shall indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of
any proceeding to which he or she was a party because he or she
was a director of the corporation against reasonable expenses
incurred by the director in connection with the proceeding.
Section 14-2-857 of the Georgia Business Corporation Code
provides that a corporation may indemnify and advance expenses to
an officer of the corporation who is a party to a proceeding
because he or she is an officer of the corporation to the same
extent as a director. If the officer is not a director, (or if
the officer is a director but the sole basis on which he or she
is made a party to the proceeding is an act or omission solely as
an officer) to such further extent as may be provided by the
articles of incorporation, the bylaws, a resolution of the board
of directors, or contract except for liability arising out of
conduct that constitutes (1) appropriation, in violation of their
duties, of any business opportunity of the corporation, (2) acts
or omissions that involve intentional misconduct or a knowing
violation of law, (3) the types of liability set forth in Section
14-2-832 of the Georgia Business Corporation Code or (4) receipt
of an improper personal benefit. An officer of a corporation who
is not a director is entitled to mandatory indemnification under
Section 14-2-852 of the Georgia Business Corporation Code and may
apply to a court under Section 14-2-854 of the Georgia Business
Corporation Code for indemnification, in each case to the same
extent to which a director may be entitled to indemnification
under those provisions. Finally, a corporation may also
indemnify an employee or agent who is not a director to the
extent, consistent with public policy, that may be provided by
its articles of incorporation, bylaws, general or specific action
by its board of directors or contract.
In accordance with Article VI of the Corporation's Bylaws,
every person (and the heirs and personal representatives of such
person) who is or was a director, officer, employee or agent of
the Corporation, or any other corporation, partnership, joint
venture, trust or other enterprise in which he served as such at
the request of the Corporation, shall be indemnified by the
Corporation against any and all liability and expense (including,
without limitation, counsel fees and disbursements, and amounts
of judgments, fines or penalties against, or amounts paid in
settlement by, a director, officer, employee or agent) actually
and reasonably incurred by him in connection with or resulting
<PAGE>
from any threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or
investigative or in connection with any appeal relating thereto,
in which he may become involved, as a party or otherwise, or with
which he may be threatened, by reason of his being or having been
a director, officer, employee or agent of the Corporation or such
other corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action taken or omitted by him in
his capacity as such whether or not he continues to be such at
the time such liability or expense shall have been incurred.
Every person (and the heirs and personal representatives of such
person), to the extent that such person has been successful on
the merits or otherwise with respect to any claim, action,
matter, suit or proceeding is entitled to indemnification as of
right for expenses (including attorney's fees) actually and
reasonable incurred by him in connection therewith. Except as
provided in the preceding sentence, upon receipt of a claim for
indemnification under Article VI of the Corporation's Bylaws, the
Corporation shall proceed as follows, or as otherwise permitted
by applicable law. If the claim is made by a director or officer
of the Corporation, the Board of Directors, by a majority vote of
a quorum consisting of directors who were not parties to the
applicable action, suit or proceeding, shall determine whether
the claimant met the applicable standard of conduct as set forth
in subparagraphs (A) and (B) below. If such quorum is not
obtainable or, even if obtainable, a quorum of disinterested
directors so directs, such determination shall be made by
independent legal counsel (who may be the regular inside or
outside counsel of the Corporation) in a written opinion. If
such determination has not been made within 90 days after the
claim is asserted, the claimant shall have the right to require
that the determination be submitted to the shareholders at the
next regular meeting of shareholders by vote of a majority of the
shares entitled to vote thereon. If a claim is made by a person
who is not a director or officer of the Corporation, the Chief
Executive Officer and the general counsel of the Corporation
shall determine, subject to applicable law, the manner in which
there shall be made the determination as to whether the claimant
met the applicable standard of conduct as set forth in
subparagraphs (A) and (B) below. In the case of each claim for
indemnification, the Corporation shall pay the claim to the
extent the determination is favorable to the person making the
claim.
(A) In the case of a claim, action, suit or proceeding other
than by or in the right of the Corporation to procure a
judgment in its favor, the director, officer, employee
or agent must have acted in a manner he reasonably
believed to be in or not opposed to the best interests
of the Corporation, and, in addition, in any criminal
action or proceeding, had no reasonable cause to believe
that his conduct was unlawful. In addition, any
director seeking indemnification must not have been
adjudged liable on the basis that any personal benefit
was received by him. For the purpose of this
subparagraph (A), the termination of any claim, action,
suit or proceeding, civil, criminal or administrative,
by judgment, order, settlement (either with or without
court approval) or conviction, or upon a pleas of guilty
or nolo contendre or its equivalent, shall not create a
presumption that a director, officer, employee or agent
did not meet the standards of conduct set forth in this
subparagraph.
(B) In the case of a claim, action, suit or proceeding by or
in the right of the Corporation to procure a judgment
in its favor, the director, officer, employee or agent
must have acted in good faith in a manner he reasonably
believed to be in or not opposed to the best interests
of the Corporation; provided, however, that no
indemnification under this subparagraph (B) shall be
made (1) with regard to any claim, issue or matter as to
<PAGE>
which such director, officer, employee or agent shall
have been adjudged to be liable to the Corporation
unless and only to the extent that the court in which
such action or suit was brought shall determine that,
despite the adjudication of liability but in view of all
the circumstances of the case, such director, officer,
employee or agent is fairly and reasonably entitled to
indemnity for such expenses that the court shall deem
proper, or (2) for amounts paid, or expenses incurred,
in connection with the defense or settlement of any such
claim, action, suit or proceeding, unless a court of
competent jurisdiction has approved indemnification with
regard to such amounts or expenses.
Pursuant to Article VI of the Corporation's Bylaws, expenses
incurred by any person who is or was a director, officer,
employee or agent of the Corporation with respect to any claim,
action, suit or proceeding of the character described in the
first sentence of the preceding paragraph shall be advanced by
the Corporation prior to the final disposition thereof upon
receipt of an undertaking by or on behalf of the recipient to
repay such amount if it shall be ultimately determined that he is
not entitled to indemnification. Indemnification and advancement
of expenses pursuant to Article VI of the Corporation's Bylaws is
not exclusive of any rights to which any such director, officer,
employee or other person may otherwise be entitled by contract or
by law.
The Corporation carries insurance policies insuring its
liability to officers and directors under the foregoing indemnity
and insuring its officers and directors against liability
incurred in their capacity as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
3.1(i) Articles of Incorporation, restated as of
December 16, 1997 (Filed as Exhibit 4.1 to the
Corporation's Registration Statement on Form S-8
as filed with the Commission on December 18,
1997, and incorporated herein by this reference
thereto).
3.1(ii) Articles of Amendment to Restated Articles of
Incorporation (Filed as Exhibit 3.1 to the
Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998, and incorporated
herein by this reference thereto).
3.2 Bylaws, as amended to date (Filed as Exhibit 3.2
to the Corporation's Annual Report on Form 10-K
for the fiscal year ended January 1, 2000, and
incorporated herein by this reference).
4.1 Rights Agreement, dated as of December 16, 1997,
between Georgia-Pacific Corporation and First
Chicago Trust Company of New York, with form of G-
P Rights Certificate attached as Exhibit A-1,
<PAGE>
Form of Timber Rights Certificate attached as
Exhibit A-2, Series B Preferred Stock Designation
attached as Exhibit B-1 and Series C Preferred
Stock Designation attached as Exhibit B-2 (Filed
as Exhibit 4.3(ii) to the Corporation's Amendment
No. 1 to Registration Statement on Form S-4 dated
October 29, 1997).
4.2 Amendment No. 1, dated as of November 8, 1999, to
Amended and Restated Rights Agreement dated as of
December 16, 1997 between Georgia-Pacific
Corporation and First Chicago Trust Company of
New York, as Rights Agent (Filed as Exhibit
4.3(ii) to the Corporation's Annual Report on
Form 10-K for the fiscal year ended January 1,
2000, and incorporated herein by this reference
thereto).
5 Opinion of Kenneth F. Khoury, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kenneth F. Khoury, Esq. (included in
Exhibit 5)
24 Powers of Attorney (included on Signature Page).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in this Registration
Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in this Registration Statement or any material
change to such information in this Registration
Statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered that
remain unsold at the termination of any offering.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on this 2nd day of May, 2000.
Georgia-Pacific Corporation
By: /s/ Danny W. Huff
Danny W. Huff
Executive Vice President - Finance and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints James F. Kelley
and Kenneth F. Khoury, and either of them (with full power in
each to act alone), as true and lawful attorneys-in-fact, with
full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any amendments to this
Registration Statement and to file the same, with all exhibits
thereto and other documents in connection therewith with the
Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated below on this 2nd day of May,
2000.
Signature Title
/s/ A.D. Correll Director, Chairman, Chief Executive Officer
A.D. Correll and President (Principal Executive Officer)
/s/ Danny W. Huff Executive Vice President-Finance and Chief
Danny W. Huff Financial Officer (Principal Financial
Officer)
/s/ James E. Terrell Vice-President and Controller (Principal
James E. Terrell Accounting Officer)
/s/ James S. Balloun Director
James S. Balloun
/s/ Robert Carswell Director
Robert Carswell
<PAGE>
/s/ Jane Evans Director
Jane Evans
/s/ Donald V. Fites Director
Donald V. Fites
/s/ Harvey C. Fruehauf, Jr. Director
Harvey C. Fruehauf, Jr.
/s/ Richard V. Giordano Director
Richard V. Giordano
/s/ David R. Goode Director
David R. Goode
/s/ M. Douglas Ivester Director
M. Douglas Ivester
/s/ James P. Kelly Director
James P. Kelly
/s/ Louis W. Sullivan Director
Louis W. Sullivan
/s/ James B. Williams Director
James B. Williams
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Sequentially Numbered Description
5 Opinion of Kenneth F. Khoury, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kenneth F. Khoury, Esq. (included in Exhibit 5)
24 Powers of Attorney (included on Signature Page).
[LOGO OF GEORGIA-PACIFIC CORPORATION] Law Department
133 Peachtree Street NE
(30303-1847)
P.O. Box 105605
Atlanta, Georgia 30348-5605
(404) 652-4839 Telephone
(404) 230-1611 Facsimile
Kenneth F. Khoury
Vice President, Deputy General Counsel and Secretary
May 3, 2000
To the Board of Directors of
Georgia-Pacific Corporation
Ladies and Gentlemen:
As Vice President, Deputy General Counsel and Secretary of
Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), I have reviewed the proceedings of the
Corporation in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed
by the Corporation with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended,
and covering 7,000,000 shares of the of Georgia-Pacific
Corporation - Georgia-Pacific Group Common Stock, par value $.80
per share ("G-P Group Common Stock") and 1,500,000 shares of the
of Georgia-Pacific Corporation - Timber Group Common Stock, par
value $.80 per share ("Timber Group Common Stock") subject to
adjustment upon the occurrence of certain events, that may be
issued to eligible employees of the Corporation, pursuant to the
Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term
Incentive Plan and the Georgia-Pacific Corporation/The Timber
Group 1997 Long-Term Incentive Plan (the "Plans"). This Opinion
Letter is rendered pursuant to Item 8 of Form S-8 and Item
601(b)(5) of Regulation S-K.
In the capacity described above, I have considered such
matters of law and of fact, including the examination of
originals or copies, certified or otherwise identified to my
satisfaction, of such records and documents of the Corporation,
certificates of public officials and such other documents as I
have deemed appropriate as a basis for the opinions hereinafter
set forth.
I am of the opinion that the shares of G-P Group Common
Stock and Timber Group Common Stock covered by the Registration
Statement and to be issued pursuant to the Plans, when issued in
accordance with the terms and conditions of the Plans, will be
legally and validly issued, fully paid and nonassessable. I
hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement.
This Opinion Letter is provided to you for your benefit and
for the benefit of the Commission, in each case, solely with
regard to the Registration Statement, may be relied upon by you
and the Commission only in connection with the Registration
Statement, and may not be relied upon by any other person or for
any other purpose without my prior written consent.
I am a member of the bar of the States of New York and New
Jersey and do not hold myself out to be an expert on the laws of
any other state. In connection herewith, I express no opinion on
the laws of any jurisdiction other than the laws of the State of
New York and the federal laws of the United States. Insofar as
this opinion relates to matters of Georgia law, I have relied on
an opinion of even date addressed to me by an attorney in the Law
Department of the Corporation licensed to practice law in the
State of Georgia.
Very truly yours,
/s/Kenneth F. Khoury
Kenneth F. Khoury
Vice President, Deputy General Counsel
and Secretary
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated February 4, 2000 included or incorporated by
reference in Georgia-Pacific Corporation's Annual Report on Form
10-K for the year ended January 1, 2000 and to all references to
our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
May 3, 2000
