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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 25, 1995
(Date of Report)
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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)
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Item 5. Other Events.
On April 18, 1995, Georgia-Pacific Corporation (the "Corporation")
entered into a Terms Agreement (the "Terms Agreement") with Salomon Brothers
Inc, Bear, Stearns & Co. Inc., Goldman, Sachs & Co. and Morgan Stanley & Co.
Incorporated 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, $250,000,000 aggregate principal
amount of the Corporation's 8 5/8% Debentures Due April 30, 2025 (the
"Debentures").
The Debentures were registered pursuant to a Registration Statement on
Form S-3 (File No. 33-65208)(the "Registration Statement"), filed by the
Corporation with the Securities and Exchange Commission (the "Commission") on
June 29, 1993, and made effective on July 23, 1993, covering the offering on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 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 April 18, 1995, and Prospectus Supplement, dated April 18, 1995, filed
with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933,
as amended.
The Debentures were issued under and in accordance with the Indenture,
dated as of March 1, 1983, between the Corporation and The Chase Manhattan Bank
(National Association)("Chase")(the "Indenture"), as amended and supplemented
by the First Supplemental Indenture, dated as of July 27, 1988, among the
Corporation, Chase, and Morgan Guaranty Trust Company of New York, as Trustee
(the "First Supplemental Indenture"). The Indenture was filed as Exhibit 4(a)
to the Corporation's Registration Statement on Form S-3 (Registration No.
33-34810), and the First Supplemental Indenture was filed as Exhibit 4 to the
Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30,
1988.
The Underwriting Agreement, Terms Agreement, Specimen Debenture, an
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.
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Item 7. Financial Statements 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 April 18, 1995
Exhibit 4(i) Specimen of the Corporation's 8 5/8%
Debentures Due April 30, 2025
Exhibit 4(ii) Officers' Certificate dated April
25, 1995, establishing certain terms
of the Debentures
Exhibit 5 Opinion of James F. Kelley, Esq.,
as to the validity of the Debentures
Exhibit 24(b) The consent of James F. Kelley,
Esq., is contained in his opinion at
Exhibit 5 hereto
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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: April 25, 1995
GEORGIA-PACIFIC CORPORATION
By /s/ John F. McGovern
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John F. McGovern
Senior Vice President -
Finance and Chief
Financial Officer
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GEORGIA-PACIFIC CORPORATION
Exhibit Index to Form 8-K
The following Exhibits are filed herewith:
Number Description Page No.*
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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 April 18, 1995
Exhibit 4(i) Specimen of the Corporation's 8 5/8% Debentures Due
April 30, 2025
Exhibit 4(ii) Officers' Certificate dated April 18, 1995, establishing
certain terms of the Debentures
Exhibit 5 Opinion of James F. Kelley, Esq., as to the validity of
the Debentures
Exhibit 24(b) The consent of James F. Kelley, Esq., is contained in his
opinion at Exhibit 5 hereto
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* This information appears only in the manually signed original of the
Current Report on Form 8-K.