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Exhibit 1(ii)
GEORGIA-PACIFIC CORPORATION
(the "Corporation")
TERMS AGREEMENT
June 5, 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: 7.70% Debentures Due June 15, 2015.
Principal Amount: $250,000,000.
Interest: 7.70% per annum, from June 9, 1995, payable
semiannually in arrears on June 15 and December 15, commencing December 15,
1995, to holders of record on the preceding June 1 or December 1, as the case
may be.
Maturity: June 15, 2015.
Optional Redemption: None.
Sinking Fund: None.
Delayed Delivery Contracts: None.
Purchase Price: 98.447% of principal amount, plus accrued
interest from June 9, 1995, if any.
Expected Reoffering Price: 99.322% of principal amount, plus
accrued interest from June 9, 1995, if any.
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Closing: 9:00 A.M. on June 9, 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:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
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.
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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,
/s/ Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
DILLON, READ & CO. INC.
By: /s/ A. Peter Foote
---------------------------
Title: Senior Vice President
------------------------
MORGAN STANLEY & CO.
INCORPORATED
By: /s/ Patrick J. McDonough
---------------------------
Title: Principal
------------------------
SALOMON BROTHERS INC
By: /s/ Jenny A. Hourihan
---------------------------
Title: Vice President
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SCHEDULE A
Principal
Underwriter Amount
----------- ---------
Goldman, Sachs & Co. $ 62,500,000
Dillon, Read & Co. Inc. 62,500,000
Morgan Stanley & Co. Incorporated 62,500,000
Salomon Brothers Inc 62,500,000
------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $250,000,000
============
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To: Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
We accept the offer contained in your letter, dated June 5,
1995, relating to $250,000,000 principal amount of our 7.70% Debentures Due
June 15, 2015. 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: June 5, 1995 Very truly yours,
GEORGIA-PACIFIC CORPORATION
By: /s/ John F. McGovern
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John F. McGovern
Senior Vice President - Finance
and Chief Financial Officer