SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
______________________________
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 15, 1999
-------------
GEORGIA-PACIFIC CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
GEORGIA 1-3506 93-0432081
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification 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
---------------------------
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
- ------ -------------------------------------------------------------------
(b) Pro forma financial Information
-------------------------------
Georgia-Pacific Corporation (the "Corporation"), through its wholly owned
subsidiary Atlanta Acquisition Corp. ("Purchaser"), conducted a tender offer
(the "Offer") for all the outstanding shares of common stock, par value $.001
per share (the "Shares"), of Unisource Worldwide, Inc ("Unisource"). Pursuant
thereto, the Corporation and Purchaser acquired 90.7 % of the then outstanding
Shares of Unisource. Pursuant to an agreement and plan of merger among such
corporations, Purchaser was merged (the "Merger") with and into Unisource on
July 6, 1999 ("the "Effective Time"). At the Effective Time, and by virtue of
the Merger, Shares of Unisource that were not tendered into the Offer (other
than shares held by Unisource or the Corporation and its subsidiaries) were
converted into the right to receive $12.00 per share in cash, subject to
dissenters rights. The financing for the acquisition was described in Item 2 of
the Corporation's Current Report on Form 8-K dated July 15, 1999, which item is
hereby incorporated herein by this reference.
The following unaudited pro forma consolidated statements of operations
data are based on historical financial statements of the Corporation and on the
historical financial statements of Unisource, adjusted to give effect to the
acquisition of Unisource by the Corporation under the purchase method of
accounting, and are qualified in their entirety by reference to, and should be
read in conjunction with, the Corporation's and Unisource's respective
historical consolidated financial statements and their respective "Management's
Discussion and Analysis of Financial Condition and Results of Operations, which
can be found in their respective Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q. The Corporation reports on a calendar year basis, while
Unisource reports on the basis of a fiscal year ending September 30. The
unaudited pro forma consolidated statements of operations data includes the
calendar year 1998 for the Corporation and the twelve (12) months ending
September 30, 1998 for Unisource. The unaudited pro forma consolidated
statements of operations data includes the six (6) months ending July 3, 1999
for the Corporation the six (6) months ended June 30, 1999 for Unisource. The
statements of operations data include the acquisition of Unisource and additions
to debt as if they had taken place on January 1, 1998. Further, the unaudited
pro forma statement of operations data include non-recurring charges of $346
million taken by Unisource in 1998 for restructuring costs, the write off of
information technology and asset impairment. No unaudited pro forma consolidated
balance sheet is included since the results of the Unisource acquisition are
included in the Corporation's balance sheet as of July 3, 1999, which
consolidated balance sheet for each of the Corporation and Georgia-Pacific Group
appears in Part I of the Corporation's quarterly report on Form 10-Q for the
quarter ended July 3, 1999, and are hereby incorporated herein by reference.
The Corporation has prepared the unaudited pro forma consolidated statement
of operations data referred to above based upon currently available information
and assumptions that it has deemed appropriate. Such information has been
prepared for illustrative purposes only and has been presented to meet the
requirements of the Securities and Exchange Commission. It is not necessarily
indicative of the results of operations that might have occurred had the
acquisition actually taken place on January 1, 1998, or of future results of
operations of the Corporation. In consolidating such unaudited financial
information, the Corporation has made certain reclassifications to Unisource's
historical financial statements to conform to the Corporation's presentation.
The unaudited pro forma consolidated statements of operation data do not reflect
any adjustments for cost savings that may be realized as a result of the
combining of the Corporation's
and Unisource's operations. In addition, the pro forma adjustments set forth in
such unaudited financial information are estimated and may differ from final
adjustments.
In accordance with the purchase method of accounting, the total purchase
price has been allocated to the assets and liabilities of Unisource based upon
their relative fair values. The unaudited pro forma consolidated statement of
operations data and the balance sheets incorporated herein by reference reflect
the preliminary allocation of purchase price (approximately $843 million plus
the assumption of approximately $669 million of debt) to assets and liabilities.
This purchase allocation is preliminary as of July 3, 1999, and is subject to
change pending finalization of studies of fair value and the finalization of
management's plans. Accordingly, the final allocations may differ from the
amounts reflected therein. The $756 million pro forma excess of purchase price
over net assets acquired is being amortized over 40 years at a rate of
approximately $19 million per year.
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS DATA
Year Ended December 31, 1998
(in millions, except per share amounts)
Actual Actual Actual
Georgia-Pacific Unisource Combined Total
Corporation Worldwide, Inc. Before
Fiscal Year Ended Fiscal Year Ended Pro Forma
December 31, 1998 September 30, 1998 Adjustments
----------------- ------------------ -----------------
Net Sales $13,336 $7,417 $20,753
Costs and expenses
Cost of sales, excluding depreciation and cost of timber
harvested shown below 10,326 6,172 16,498
Selling, general and administrative 1,141 1,120 2,261
Depreciation and cost of timber harvested 935 36 971
Interest 443 46 489
Other expense - 346 346
------- ------ -------
Total costs and expenses 12,845 7,720 20,565
------- ------ -------
Income (loss) from continuing operations before income taxes 491 (303) 188
Provision (benefit) for income taxes 202 (71) 131
------- ------ -------
Income (loss) from continuing operations $ 289 $ (232) $ 57
======= ====== =======
Georgia-Pacific Group
Income (loss) from continuing operations $ 111 $ (232) $ (121)
======= ====== =======
Basic income (loss) from continuing operations per share $ 0.62
=======
Diluted income (loss) from continuing operations per share $ 0.61
=======
Basic average number of shares outstanding 179.8
=======
Diluted average number of shares outstanding 181.0
=======
The Timber Company
Income (loss) from continuing operations $ 178
=======
Basic income (loss) from continuing operations per share $ 1.97
=======
Diluted income (loss) from continuing operations per share $ 1.96
=======
Basic average number of shares outstanding 90.3
=======
Diluted average number of shares outstanding 90.8
=======
Pro Forma
Adjustments Pro Forma
----------- ---------
Net Sales $(394) a
(5) b $20,354
Costs and expenses
Cost of sales, excluding depreciation and cost of timber
harvested shown below (394) a
(5) b
1 c
352 d 16,452
Selling, general and administrative - e
1 f
(13) g
(1) h
(352) d 1,896
Depreciation and cost of timber harvested 2 i 973
Interest 56 j 545
Other expense 346
----- -------
Total costs and expenses (353) 20,212
----- -------
Income (loss) from continuing operations before income taxes (46) 142
Provision (benefit) for income taxes (18) k 113
----- -------
Income (loss) from continuing operations $ (28) $ 29
===== =======
Georgia-Pacific Group
Income (loss) from continuing operations $ (28) $ (149)
===== =======
Basic income (loss) from continuing operations per share $ (0.83)
=======
Diluted income (loss) from continuing operations per share $ (0.83)
=======
Basic average number of shares outstanding 179.8
=======
Diluted average number of shares outstanding 181.0
=======
The Timber Company
Income (loss) from continuing operations $ 178
=======
Basic income (loss) from continuing operations per share $ 1.97
=======
Diluted income (loss) from continuing operations per share $ 1.96
=======
Basic average number of shares outstanding 90.3
=======
Diluted average number of shares outstanding 90.8
=======
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS DATA
Six Months Ended July 3, 1999
(in millions, except per share amounts)
Actual Actual Actual
Georgia-Pacific Unisource Combined Total
Corporation Worldwide, Inc. Before
Six Months Ended Six Months Ended Pro Forma
July 3, 1999 June 30, 1999 Adjustments
---------------- ---------------- --------------
Net Sales $7,256 $3,203 $10,459
Costs and expenses
Cost of sales, excluding depreciation and cost of timber
harvested shown below 5,313 2,603 7,916
Selling, general and administrative 604 547 1,151
Depreciation and cost of timber harvested 444 17 461
Interest 217 21 238
Other (income) (84) - (84)
------ ------ -------
Total costs and expenses 6,494 3,188 9,682
------ ------ -------
Income (loss) from continuing operations before income taxes 762 15 777
Provision (benefit) for income taxes 305 6 311
------ ------ -------
Income (loss) from continuing operations $ 457 $ 9 $ 466
====== ====== =======
Georgia-Pacific Group
Income (loss) from continuing operations $ 311 $ 9 $ 320
====== ====== =======
Basic income (loss) from continuing operations per share $ 1.81
======
Diluted income (loss) from continuing operations per share $ 1.76
======
Basic average number of shares outstanding 172.2
======
Diluted average number of shares outstanding 176.3
======
The Timber Company
Income (loss) from continuing operations $ 146
======
Basic income (loss) from continuing operations per share $ 1.71
======
Diluted income (loss) from continuing operations per share $ 1.70
======
Basic average number of shares outstanding 85.5
======
Diluted average number of shares outstanding 85.9
======
Pro Forma
Adjustments Pro Forma
----------- ---------
Net Sales $ (177) a
(4) b $10,278
Costs and expenses
Cost of sales, excluding depreciation and cost of timber
harvested shown below (177) a
(4) b
2 c
182 d 7,919
Selling, general and administrative (1) e
1 f
(5) g
- h
(182) d 964
Depreciation and cost of timber harvested 1 i 462
Interest 28 j 266
Other expense (84)
------ -------
Total costs and expenses (155) 9,527
------ -------
Income (loss) from continuing operations before income taxes (26) 751
Provision (benefit) for income taxes (9) k 302
------ -------
Income (loss) from continuing operations $ ( 17) $ 449
====== =======
Georgia-Pacific Group
Income (loss) from continuing operations $ (17) $ 303
====== =======
Basic income (loss) from continuing operations per share $ 1.76
=======
Diluted income (loss) from continuing operations per share $ 1.72
=======
Basic average number of shares outstanding 172.2
=======
Diluted average number of shares outstanding 176.3
=======
The Timber Company
Income (loss) from continuing operations $ 146
=======
Basic income (loss) from continuing operations per share $ 1.71
=======
Diluted income (loss) from continuing operations per share $ 1.70
=======
Basic average number of shares outstanding 85.5
=======
Diluted average number of shares outstanding 85.9
=======
GEORGIA-PACIFIC CORPORATION - GEORGIA-PACIFIC GROUP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS DATA
Year Ended December 31, 1998
(in millions, except per share amounts)
Actual Actual Actual
Georgia-Pacific Unisource Combined Total
Group Worldwide, Inc. Before
Fiscal Year Ended Fiscal Year Ended Pro Forma
December 31, 1998 September 30, 1998 Adjustments
----------------- ------------------ --------------
Net Sales $ 13,223 $ 7,417 $ 20,640
Costs and expenses
Cost of sales, excluding depreciation and cost of timber
harvested shown below 10,337 6,172 16,509
Selling, general and administrative 1,105 1,120 2,225
Depreciation and cost of timber harvested 1,211 36 1,247
Interest 372 46 418
Other expense - 346 346
----------------- ------------------ --------------
Total costs and expenses 13,025 7,720 20,745
----------------- ------------------ --------------
Income (loss) from continuing operations before income taxes 198 (303) (105)
Provision (benefit) for income taxes 87 (71) 16
----------------- ------------------ --------------
Income (loss) from continuing operations $ 111 $ (232) $ (121)
================= ================== ==============
Basic income (loss) from continuing operations per share $ 0.62
=================
Diluted income (loss) from continuing operations per share $ 0.61
=================
Basic average number of shares outstanding 179.8
=================
Diluted average number of shares outstanding 181.0
=================
Pro Forma
Adjustments Pro Forma
----------- ---------
Net Sales $ (394) a
(5) b $ 20,241
Costs and expenses
Cost of sales, excluding depreciation and cost of timber
harvested shown below (394) a
(5) b
1 c
352 d 16,463
Selling, general and administrative - e
1 f
(13) g
(1) h
(352) d 1,860
Depreciation and cost of timber harvested 2 i 1,249
Interest 56 j 474
Other expense 346
----------- ---------
Total costs and expenses (353) 20,392
----------- ---------
Income (loss) from continuing operations before income taxe (46) (151)
Provision (benefit) for income taxes (18) (2)
----------- ---------
Income (loss) from continuing operations $ (28) $ (149)
=========== =========
Basic income (loss) from continuing operations per share $ (0.83)
=========
Diluted income (loss) from continuing operations per share $ (0.83)
=========
Basic average number of shares outstanding 179.8
=========
Diluted average number of shares outstanding 181.0
=========
GEORGIA-PACIFIC CORPORATION - GEORGIA-PACIFIC GROUP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS DATA
Six Months Ended July 3, 1999
(in millions, except per share amounts)
Actual Actual Actual
Georgia-Pacific Unisource Combined Total
Group Worldwide, Inc. Before
Six Months Ended Six Months Ended Pro Forma
July 3, 1999 June 30, 1999 Adjustments
---------------- ---------------- --------------
Net Sales $ 7,159 $ 3,203 $ 10,362
Costs and expenses
Cost of sales, excluding depreciation and cost of timber
harvested shown below 5,320 2,603 7,923
Selling, general and administrative 584 547 1,131
Depreciation and cost of timber harvested 552 17 569
Interest 182 21 203
---------------- ---------------- --------------
Total costs and expenses 6,638 3,188 9,826
---------------- ---------------- --------------
Income (loss) from continuing operations before income taxes 521 15 536
Provision (benefit) for income taxes 210 6 216
---------------- ---------------- --------------
Income (loss) from continuing operations $ 311 $ 9 $ 320
================ ================ ==============
Basic income (loss) from continuing operations per share $ 1.81
================
Diluted income (loss) from continuing operations per share $ 1.76
================
Basic average number of shares outstanding 172.2
================
Diluted average number of shares outstanding 176.3
================
Pro Forma
Adjustments Pro Forma
----------- ---------
Net Sales $ (177) a
(4) b $ 10,181
Costs and expenses
Cost of sales, excluding depreciation and cost of timber
harvested shown below (177) a
(4) b
2 c
182 d 7,926
Selling, general and administrative (1) e
1 f
(5) g
- h
(182) d 944
Depreciation and cost of timber harvested 1 i 570
Interest 28 j 231
----------- ---------
Total costs and expenses (155) 9,671
----------- ---------
Income (loss) from continuing operations before income taxes (26) 510
Provision (benefit) for income taxes (9) k 207
----------- ---------
Income (loss) from continuing operations $ (17) $ 303
=========== =========
Basic income (loss) from continuing operations per share $ 1.76
=========
Diluted income (loss) from continuing operations per share $ 1.72
=========
Basic average number of shares outstanding 172.2
=========
Diluted average number of shares outstanding 176.3
=========
Georgia-Pacific Corporation
Notes to Unaudited Pro Forma Consolidated Statement of Operations Data
(Dollars in Millions, Except Per Share Amounts)
a. Represents the elimination of sales from the Corporation to Unisource.
b. Represents the elimination of sales from Unisource to the Corporation.
c. The following represents the pro forma adjustments for goodwill
amortization:
Twelve Months ended Six Months ended
(in millions of dollars) December 31, 1998 July 3, 1999
------------------- ----------------
Elimination of Unisource historical goodwill $(18) $(7)
amortization
Pro forma goodwill amortization (goodwill is
amortized on a straight-line basis over
40 years) 19 9
---- ---
Net pro forma adjustment $ 1 $ 2
==== ===
d. Represents the reclassification of certain costs from Selling, general and
administrative expenses to Cost of sales to conform to the Corporation's
accounting policies.
e. In connection with the Acquisition, certain historical deferred costs were
eliminated. This pro forma adjustment represents the elimination of the
amortization of related Unisource deferred costs.
f. Pension, postemployment and postretirement benefits expenses are expected
to increase by approximately $1 million for each of the year ended December
31, 1998 and six months ended July 3, 1999, primarily as a result of
purchase accounting adjustments. These increased costs due to purchase
accounting are expected to be non-cash.
g. Represents the reclassification of costs associated with Unisource's
accounts receivable sales facility as interest expense (see Note j below).
h. Unisource incurred non-recurring consulting, legal, accounting and other
costs of approximately $1 million during 1998 in connection with its sale.
These costs have been eliminated for pro forma purposes.
i. The value of Unisource's property, plant and equipment has been adjusted to
its estimated current replacement cost for similar capacity. This step-up
in property value is expected to be amortized over 15 years. This pro forma
adjustment represents the amortization of property, plant and equipment
step-up.
j. The pro forma adjustments to interest expense are based on the elimination
of certain Unisource historical debt, the pro forma borrowing amounts to
effect the Acquisition, and the rates in effect as of the closing of the
Acquisition as follows:
Twelve Months ended Six Months ended
(in millions of dollars) December 31, 1998 July 3, 1999
------------------- ----------------
Elimination of Unisource historical interest
expense $(46) $(21)
Senior Deferrable Notes- $863 million at 7.15% 62 31
Unisource receivable sales facility (historically
included as selling, general and
administrative expense (see Note g above) 13 5
Increase in Georgia-Pacific's receivable sales
facility - $452 million at 5.4% 24 12
Amortization of debt issuance costs 3 1
---- ----
Net pro forma adjustment $ 56 $ 28
==== ====
k. The tax effect of the pro forma adjustments to earnings before income taxes
plus nondeductible goodwill amortization is based on an estimated income
tax rate of 39%.
(c) Exhibits
--------
23.1 Consent of Independent Public Accountants.
The consent of Ernst & Young, LLP.
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: September 10, 1999
GEORGIA-PACIFIC CORPORATION
By /s/ Kenneth F. Khoury
------------------------------------
Kenneth F. Khoury
Vice President, Deputy General
Counsel and Secretary
INDEX TO EXHIBITS TO THE CURRENT REPORT ON FORM 8-K
23.1 Consent of Independent Accountants.
The Consent of Ernst & Young, LLP.