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
June 2, 1998
(Date of Report)
GEORGIA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
GEORGIA
(State of Incorporation)
1-3506
(Commission File Number)
93-0432081
(IRS Employer Identification Number)
133 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
(Address of Principal Executive Offices)
(404) 652-4000
(Registrant's Telephone Number, including area code)
Item 5. Other Events.
On May 28, 1998, Georgia-Pacific Corporation (the "Corporation") entered
into a Terms Agreement (the "Terms Agreement") with Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co., SBC Warburg Dillon Read Inc., BankAmerica
Robertson Stephens and Citicorp Securities, Inc., as 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 sold to the Underwriters, and the Underwriters purchased from the
Corporation, upon and subject to the terms and conditions set forth in the Terms
Agreement, $300,000,000 aggregate principal amount of the Corporation's 7 1/4%
Debentures Due June 1, 2028 (the "Debentures").
The Debentures were registered pursuant to Registration Statements on Form
S-3 (File Nos. 33-64673 and 333-01785) (the "Registration Statement"), filed by
the Corporation with the Securities and Exchange Commission (the "Commission")
on December 1, 1995, and March 18, 1996, respectively, and made effective on
January 18, 1996, and March 22, 1996, respectively, 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 $500,000,000 aggregate principal
amount of the Corporation's unsubordinated non-convertible unsecured debt
securities. Information concerning the Debentures and related matters is set
forth in the Prospectus, dated May 28, 1998, and the Prospectus Supplement,
dated May 28, 1998, filed with the Commission pursuant to Rule 424(b)(5) under
the 1933 Act.
The Debentures were 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 Corporation's 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.
The Underwriting Agreement, Terms Agreement, Specimen Debenture, and
Officers' Certificate establishing certain terms of the Debentures, and an
opinion of counsel as to the Debentures are being filed as Exhibits to this
Report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of businesses acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
Exhibit 1.(i) Underwriting Agreement dated
October 22, 1991 (filed as Exhibit 1 to the
Corporation's Registration Statement on Form
S-3 (Registration No. 33-43453) and
incorporated herein by this reference
thereto)
Exhibit 1.(ii) Terms Agreement dated
May 28, 1998
Exhibit 4.(i) Specimen of the Corporation's
7 1/4% Debentures Due June 1, 2028
Exhibit 4.(ii) Officers' Certificate dated June 2,
1998 establishing certain terms of the
Debentures
Exhibit 5 Opinion of James F. Kelley, Esq., as to the
validity of the Debentures
Exhibit 23 Consent of James F. Kelley, Esq. contained in
his opinion at Exhibit 5 hereto
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: June 2, 1998
GEORGIA-PACIFIC CORPORATION
By /s/ James F. Kelley
James F. Kelley
Senior Vice President - Law and
General Counsel
GEORGIA-PACIFIC CORPORATION
Exhibit Index to Form 8-K
Number Description
Exhibit 1.(i) Underwriting Agreement
dated October 22, 1991
(filed as Exhibit 1 to
the Corporation's
Registration Statement
on Form S-3 (Registration
No. 33-43453) and
incorporated herein by
this reference thereto)
Exhibit 1.(ii) Terms Agreement dated *
May 28, 1998
Exhibit 4.(i) Specimen of the Corporation's *
7 1/4% Debentures
Due June 1, 2028
Exhibit 4.(ii) Officers' Certificate dated *
June 2, 1998, establishing
certain terms of the Debentures
Exhibit 5 Opinion of James F. Kelley, Esq., *
as to the validity of the
Debentures
Exhibit 23 Consent of James F. Kelley, Esq. *
contained in his opinion at
Exhibit 5 hereto
*Filed via EDGAR.