1
EXHIBIT 1(ii)
GEORGIA-PACIFIC CORPORATION
(the "Corporation")
TERMS AGREEMENT
April 18, 1995
Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30303-5605
Attention: John F. McGovern
Senior Vice President - Finance
and Chief Financial Officer
Dear Sirs:
We offer to purchase, on and subject to the terms and
conditions of the Underwriting Agreement filed as an exhibit to the
Corporation's registration statement on Form S-3 (No. 33-65208)(the
"Underwriting Agreement"), the following securities (the "Securities") on the
following terms:
Title: 8 5/8% Debentures Due April 30, 2025.
Principal Amount: $250,000,000.
Interest: 8 5/8% per annum, from April 25, 1995, payable
semiannually in arrears on October 30 and April 30, commencing October 30,
1995, to holders of record on the preceding October 15 or April 15, as the case
may be.
Maturity: April 30, 2025.
Optional Redemption: The Debentures are redeemable at any time
on or after April 30, 2005 at the Corporation's option, as a whole or from time
to time in part, upon not less than 30 nor more than 60 days' notice, as
provided in the Indenture, at a Redemption Price equal to the percentage of the
principal amount set forth below if redeemed in the 12-month period beginning
April 30 of the years indicated:
2
Year Redemption Price
---- ----------------
2005 . . . . . . . . 104.205%
2006 . . . . . . . . 103.784%
2007 . . . . . . . . 103.364%
2008 . . . . . . . . 102.943%
2009 . . . . . . . . 102.523%
2010 . . . . . . . . 102.102%
2011 . . . . . . . . 101.682%
2012 . . . . . . . . 101.261%
2013 . . . . . . . . 100.841%
2014 . . . . . . . . 100.420%
and thereafter at 100% of the principal amount thereof, together in each case
with accrued interest to the Redemption Date.
Sinking Fund: None.
Delayed Delivery Contracts: None.
Purchase Price: 98.909% of principal amount, plus accrued
interest from April 25, 1995, if any.
Expected Reoffering Price: 99.784% of principal amount, plus
accrued interest from April 25, 1995, if any.
Closing: 9:00 A.M. on April 25, 1995, at the offices of
Sullivan & Cromwell, 250 Park Avenue, New York, New York with payment to be
made in immediately available funds.
Names and Addresses of Underwriters:
Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
2
3
The respective principal amounts of the Securities to be
purchased by each of the Underwriters are set forth opposite their names in
Schedule A hereto.
The provisions of the Underwriting Agreement are incorporated
herein by reference.
The legal opinion referred to in Section 5(f) of the
Underwriting Agreement and Schedule III thereto shall be delivered by James F.
Kelley, Senior Vice President - Law of the Corporation.
The specified percentage of the principal amount of the
Securities for the purposes of Section 10 of the Underwriting Agreement shall
be 10%.
The Securities will be made available for checking and
packaging at the office of The Bank of New York at least 24 hours prior to the
Closing Date.
This Terms Agreement, including your acceptance hereof, may be
executed by any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
Please signify your acceptance of our offer by signing the
enclosed response to us in the space provided and returning it to us.
Very truly yours,
SALOMON BROTHERS INC
/s/ Jenny A. Hourihan
By: Jenny A. Hourihan
-------------------------------
Title: Vice President
----------------------------
DILLON, READ & CO. INC.
/s/ William H. Dowson
By: William H. Dowson
-------------------------------
Title: Sr. Vice President
----------------------------
/s/ Goldman, Sachs & Co.
---------------------------------
(Goldman, Sachs & Co.)
3
4
MORGAN STANLEY & CO.
INCORPORATED
/s/ William H. White
By: William H. White
------------------
Title: Principal
---------------
4
5
SCHEDULE A
Principal
Underwriter Amount
----------- ------
Salomon Brothers Inc $ 62,500,000
Dillon, Read & Co. Inc. 62,500,000
Goldman, Sachs & Co. 62,500,000
Morgan Stanley & Co. Incorporated 62,500,000
Total . . . . . . . . . . . . . . . . . . . . . . . . $250,000,000
============
5
6
To: Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
We accept the offer contained in your letter, dated April 18,
1995, relating to $250,000,000 principal amount of our 8 5/8% Debentures Due
April 30, 2025. We also confirm that, to the best of our knowledge after
reasonable investigation, the representations and warranties of the undersigned
in the Underwriting Agreement filed as an exhibit to the undersigned's
registration statement on Form S-3 (No. 33-65208) (the "Underwriting
Agreement") are true and correct and no stop order suspending the effectiveness
of the Registration Statement (as defined in the Underwriting Agreement) or any
part thereof has been issued and no proceedings for that purpose have been
instituted or, to the knowledge of the undersigned, are contemplated by the
Securities and Exchange Commission.
Dated: April 18, 1995 Very truly yours,
GEORGIA-PACIFIC CORPORATION
By: /s/ John F. McGovern
-------------------------------
John F. McGovern
Senior Vice President - Finance
and Chief Financial Officer
6