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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended December 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________ to ___________
Commission File Number 1-3506
GEORGIA-PACIFIC CORPORATION
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(exact name of registrant as specified in its Charter)
Georgia 93-0432081
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
133 Peachtree Street, N.E., Atlanta, Georgia 30303
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 652-4000
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Common Stock ($.80 par value) New York Stock Exchange
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Junior Preferred Stock Purchase
Rights New York Stock Exchange
- ------------------------------- ------------------------
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of March 23, 1994 was $6,109,864,244.
As of the close of business on March 23, 1994 the Registrant had
90,349,194 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Listed hereunder are the documents any portions of which are incorporated
by reference and the Parts of this Form 10-K into which such portions are
incorporated:
1. The Corporation's Annual Report to Shareholders for the fiscal year
ended December 31, 1993, portions of which are incorporated by
reference in Parts I, II and IV of this Form 10-K; and
2. The Corporation's definitive Proxy Statement expected to be dated
March 28, 1994, for use in connection with the Annual Meeting of
Shareholders to be held on May 3, 1994, portions of which are
incorporated by reference into Part III of this Form 10-K.
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Georgia-Pacific Corporation
Table of Contents
Part I Page
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Item l. Business 1
Item 2. Properties 1
Item 3. Legal Proceedings 2
Item 4. Submission of Matters to a Vote of Security Holders 6
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 6
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 7
Part III
Item l0. Directors and Executive Officers of the Registrant 8
Item 11. Executive Compensation 11
Item l2. Security Ownership of Certain Beneficial Owners
and Management 11
Item 13. Certain Relationships and Related Transactions 11
Part IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 11
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PART I
ITEM 1. BUSINESS
Georgia-Pacific Corporation was organized in 1927 under the laws of the State
of Georgia.
Information pertaining to the Corporation's industry segments
set forth under the captions "Building Products," "Pulp and Paper,"
"Management's Discussion and Analysis," Note 2 of the Notes to Financial
Statements, "Sales and Operating Profits by Industry Segment," and "Operating
Statistics" of the Corporation's 1993 Annual Report to Shareholders is
incorporated herein by reference.
RESOURCES
TIMBER
Information pertaining to the Corporation's timber resources set forth under
the captions "Building Products - Forest Resources" and "Operating Statistics"
of the Corporation's 1993 Annual Report to Shareholders is incorporated herein
by reference.
MINERALS
Information pertaining to the Corporation's gypsum resources set forth under
the caption "Building Products - Gypsum Products" of the Corporation's 1993
Annual Report to Shareholders is incorporated herein by reference.
ENVIRONMENT
Information pertaining to environmental issues and the Corporation's
expenditures for pollution control facilities and equipment set forth under the
captions "Environment," "Management's Discussion and Analysis - Investment
Activities" and Note 9 of the Notes to Financial Statements of the
Corporation's 1993 Annual Report to Shareholders is incorporated herein by
reference.
EMPLOYEES
Information pertaining to persons employed by the Corporation set forth under
the caption "Management's Discussion and Analysis - Other" of the Corporation's
1993 Annual Report to Shareholders is incorporated herein by reference.
ITEM 2. PROPERTIES
Information pertaining to the number of manufacturing facilities as of December
31, 1993 and capacity and historical production volumes as of December 31, 1993
by plant type set forth under the caption "Operating Statistics" of the
Corporation's 1993 Annual Report to Shareholders is incorporated herein by
reference.
Information pertaining to the Corporation's lease obligations set forth in Note
1 of the Notes to Financial Statements of the Corporation's 1993 Annual Report
to Shareholders is incorporated herein by reference.
Information concerning the Corporation's timber and mineral
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resources is presented under Item 1 "Business - Resources" of this Form 10-K.
ITEM 3. LEGAL PROCEEDINGS
The information contained in Note 9 "Commitments and Contingencies" of the
Notes to Financial Statements of the Corporation's 1993 Annual Report to
Shareholders is incorporated herein by reference. Although the ultimate
outcome of the legal proceedings described therein and described below cannot
be determined with certainty, management believes that any liability resulting
from the pending matters, after considering existing reserves, will not have a
material adverse effect on the consolidated financial condition of the
Corporation.
ENVIRONMENTAL REMEDIATION
As previously reported, the Corporation has been notified that it is or may be
a potentially responsible party with respect to certain hazardous waste
disposal sites (currently approximately 116 in number) in actions by the U. S.
Environmental Protection Agency (the "EPA") and various state agencies which
seek remedial action. Accruals have been made for potential costs associated
with such remedial action based on the best estimates available after
considering mitigating factors such as contributions from other parties. In
certain instances, outside consultants have been engaged by the Corporation and
other potentially responsible parties to assist such parties in the estimation
of the total costs of such remedial action. In 47 of these 116 sites, the
Corporation either had no liability or has resolved the matter. In 11 of these
116 sites, the Corporation believes it has little or no liability because of
the nature of the activities conducted there. With respect to the remaining 58
sites, the Corporation cannot predict with certainty the total cost of such
cleanups, the Corporation's share of the total cost of multi-party cleanups or
the extent to which contributions will be available from other parties, the
amount of time necessary to accomplish such cleanups or the availability of
insurance coverage. Based upon previous experience with respect to the cleanup
of hazardous substances, however, the Corporation believes, based on presently
available information, that at 55 of these sites, the Corporation's liability
is de minimis and at the other three sites its potential liability will likely
be significant but not material to the Corporation. With regard to one of
these three sites, the Corporation, in response to a demand from the Michigan
Department of Natural Resources, is conducting a Remedial
Investigation/Feasibility Study (the "Study") concerning alleged PCB
contamination of two landfills and, in conjunction with three other paper
companies, a section of the Kalamazoo River from Kalamazoo, Michigan to Lake
Michigan. The Study is proposed for completion in September 1996. The
Corporation and the three other paper companies are pursuing other parties
identified as potentially responsible parties to join the group and contribute
to the cost of the Study.
As reported in the Corporation's Annual Report on Form 10-K for the
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year ended December 31, 1992, in an effort to recover a portion of the costs of
the environmental remediation liabilities discussed in the preceding paragraph,
the Corporation and certain of its subsidiaries brought suit on September 22,
1992 (Georgia-Pacific Corporation et al. v. Aetna Casualty & Surety Company et
al.) against certain of their current and former liability insurance carriers
in the Superior Court of the State of Washington in King County. The complaint
seeks a declaratory judgment that the insurance companies named as defendants
are obligated under the terms and conditions of the policies sold by them to
the Corporation to defend the Corporation and to pay, on the Corporation's
behalf, liabilities asserted against it for remediation costs of certain sites.
A trial date of April 3, 1995, has been set.
ENVIRONMENTAL PROCEEDINGS
Pursuant to the rules of the Securities and Exchange Commission, the
Corporation is required to describe environmental proceedings to which a
governmental authority is a party and which involve potential monetary
sanctions, exclusive of interest and costs, of at least $100,000. Following
are descriptions of the legal proceedings meeting these criteria.
As last reported in the Corporation's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993, at the request of the EPA, the Department of
Justice filed suit on September 10, 1992, against the Corporation in the U.S.
District Court of Maine seeking civil penalties for various alleged violations
of air and water emission permits of the Corporation's Woodland, Maine mill.
The State of Maine joined the EPA on the federal claims and also pursued other
state air regulation claims on its own behalf. In 1993, the Corporation
settled the claim with the State of Maine and the EPA for the amount of
$365,000. The state-only claim has been settled for $390,000.
As reported in the Corporation's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1992 and March 31, 1993, about July 20, 1992, the
Corporation received from the EPA a Notice of Violation alleging past
violations of a construction permit regulating air emissions at the
Corporation's Gaylord, Michigan facility. On March 31, 1993, the Corporation
received a second Notice of Violation alleging additional past violations at
the same facility. The Corporation is presently discussing settlement of these
claims with the Department of Justice.
As reported in the Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992, air emissions tests taken at the Corporation's Louisville,
Mississippi, facility indicated that the facility had exceeded its allowable
air emission rate. The facility submitted the test results to the State on May
4, 1992. On April 12, 1993, the Corporation paid a fine of $12,000 to the
State to settle these violations.
As previously reported in the Corporation's Annual Report on Form
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10-K for the year ended December 31, 1992 and its Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993, the Corporation has received two
comprehensive information requests from the EPA concerning its facilities which
manufacture oriented strand board, medium density fiberboard, plywood and
particleboard. Other companies in the industry have received similar requests.
The purpose of the information requests, which relate to permit history,
emissions and control strategies, is to determine the compliance status of
these facilities. The responses to the information requests were submitted on
a timely basis. Since then the Corporation has had several meetings with the
EPA, the Department of Justice and state environmental agencies to discuss
issues of compliance and measurement of air emissions. To date, the
Corporation has received no Notices of Violation, complaints or proposed
consent agreements from the EPA as a result of its responses to these
information requests.
As previously reported in the Corporation's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1993, in October 1993, the Western
Environmental Law Center, on behalf of the Oregon Natural Resources Council
(ONRC), gave the Corporation notice of its intent to file a citizen's suit
pursuant to Section 505 of the Clean Water Act for alleged violations of
wastewater discharge permit limits at the Corporation's Toledo, Oregon plant.
The notice alleges a number of violations. The Corporation believes it is in
compliance with all requirements of this permit. On February 16, 1994, the
citizen's suit was filed (ONRC v. Georgia-Pacific Corporation, filed in the
U.S. District Court in Oregon); the Corporation must respond by May 2, 1994.
ASBESTOS LITIGATION
As previously disclosed, the Corporation and many other companies are
defendants in suits brought in various courts around the nation by plaintiffs
who allege that they have suffered personal injury as a result of exposure to
asbestos containing products. As of March 1, 1994, the Corporation was
defending claims of approximately 25,000 such plaintiffs, in approximately
13,000 lawsuits, who have brought suit against the Corporation. The
Corporation believes it has meritorious defenses to most of these cases.
As reported in the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1992, the Corporation is one of many defendants in two class
actions that are seeking damages to compensate plaintiffs for the costs of
abatement or monitoring of asbestos in school buildings. A settlement, in an
amount not material to the Corporation, has been negotiated for the Asbestos
School Litigation, which involves a class of elementary and secondary schools
in the United States. This settlement must be approved by the court. The
class action Central Wesleyan College v. W.R. Grace & Co., involving a class of
colleges and universities in the United States, is continuing and the
Corporation believes it will have little or no liability in this action.
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Approximately 300 Canadian citizens have intervened as plaintiffs in the
Harrison County, Texas case of Marilyn Rose Webb v. Georgia-Pacific, et al.,
Civil Action Number 88-0687, in which unspecified damages are sought.
Approximately one-quarter of these plaintiffs died of an alleged
asbestos-related cancer and many claim to have worked with Georgia-Pacific
asbestos-containing products. Since 1993, a group of approximately 60
plaintiffs in this case have been set for trial each quarter. Georgia-Pacific
is one of approximately 22 defendants.
DIOXIN LITIGATION
As previously disclosed, the Corporation is defending a number of suits
(approximately 220 suits involving 9,160 plaintiffs as of the date of this
Report) in state court in Mississippi (the "Mississippi Dioxin Cases") against
Leaf River Forest Products, Inc. ("LRFP") and Great Northern Nekoosa
Corporation ("GNN"), both of which now are wholly-owned subsidiaries of
Georgia-Pacific Corporation. Most of the cases filed after the Corporation
acquired GNN and LRFP in 1990 have included the Corporation as a defendant.
These suits allege a variety of torts including nuisance, trespass and
infliction of emotional distress, in each case caused by the discharge of
2,3,7,8 - TCDD ("dioxin") into the Leaf River from LRFP's pulp mill at New
Augusta, Mississippi. With the exception of one plaintiff, the claims against
LRFP, GNN and the Corporation in the Mississippi Dioxin Cases do not assert any
actual physical harm and the plaintiffs have declined to be tested for exposure
to dioxin. As a result of certain process changes initiated by mill management
beginning in 1988, dioxin has not been detected in the mill's effluent for
approximately three and one-half years.
As first reported in the Corporation's Current Report on Form 8-K dated
February 6, 1992, the first two Mississippi Dioxin Cases tried (Simmons v. Leaf
River Forest Products, Inc. et al. and Ferguson v. Leaf River Forest Products,
Inc. et al.) resulted in awards of a total of $241,000 in compensatory damages
and $4 million in punitive damages to three plaintiffs with respect to certain
claims. The jury found in favor of the Corporation with respect to a fourth
plaintiff. The Corporation has appealed both verdicts and they were argued
before the Mississippi Supreme Court on March 21, 1994. Although there can be
no assurances as to the ultimate outcome, the Corporation, based on opinions of
counsel, believes that substantial grounds exist for reversal of the Simmons
and Ferguson verdicts.
As reported in the Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993, on July 8, 1993, in the trial of the third Mississippi
Dioxin Case the jury returned a verdict in favor of the Corporation on all
counts, with no award being made to any of the four plaintiffs. The plaintiffs
have filed a notice of appeal.
As reported in the Corporation's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993, on November 9, 1993,
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the circuit court judge to whom almost all the remaining Mississippi Dioxin
Cases have been assigned issued an Order delaying trials and otherwise staying
material proceedings in these cases until the Mississippi Supreme Court
considers the Ferguson and Simmons appeals.
In January 1994, one of the two dioxin-related cases pending in federal court
in Mississippi, which was scheduled for trial in June 1994, was voluntarily
dismissed with prejudice by the plaintiffs after testing of the plaintiffs'
property indicated that no dioxin from the Leaf River mill was present on the
property. In February 1994, the plaintiff moved to dismiss the complaint in
the other federal case.
As first reported in the Corporation's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992, on July 15, 1992, the plaintiffs in one of the
pending Mississippi Dioxin Cases had moved to certify a class action. On
October 20, 1992, the court issued an order certifying a class action on behalf
of between 8,000 and 13,000 plaintiffs owning property and businesses on the
Leaf, Pascagoula and Escatawpa Rivers as well as persons who have eaten fish
from, swam in or made recreational use of the rivers. As reported in the
Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30,
1993, the Corporation appealed and on October 7, 1993, the Mississippi Supreme
Court vacated the trial court's order. The Supreme Court ruled that the trial
judge lacked authority under his special appointment to allow a class to be
certified.
As previously reported, on January 20, 1992, LRFP's primary insurance carrier
took the position that the Mississippi Dioxin Cases are not within its
coverage. LRFP and GNN have filed suit in federal court in Mississippi against
their insurance carriers, Aetna Casualty & Surety Co., Federal Insurance
Company and six other insurers, seeking a declaratory judgment to the effect
that such claims are within the policy provisions.
Although there can be no assurance as to the ultimate outcome of the
Mississippi Dioxin Cases, the Corporation believes that it has meritorious
defenses to the pending claims (the vast majority of which are principally for
alleged emotional distress as a result of consuming fish from the rivers).
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During
the fourth quarter of 1993, there were no matters submitted to
a vote of security holders through the solicitation of proxies
or otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS Information with respect to the
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Market for the Corporation's Common Equity and
Related Stockholder Matters set forth under the
captions "Highlights," Note 12 of the Notes to
Financial Statements and "Investor Information" of
the Corporation's 1993 Annual Report to Shareholders
is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA Information with respect to
Selected Financial Data set forth under the captions
"Selected Financial Data - Operations" and Selected
Financial Data - Financial Position, End of Year" of
the Corporation's 1993 Annual Report to Shareholders
is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS Information with
respect to Management's Discussion and Analysis set
forth under the caption "Management's Discussion and
Analysis" of the Corporation's 1993 Annual Report to
Shareholders is incorporated herein by reference.
On February 25, 1994, the Corporation completed
the sale of its envelope manufacturing business to a
company sponsored by The Sterling Group, Inc. The
Corporation expects the sale to result in after-tax
cash proceeds of approximately $115 million and an
after-tax net gain of approximately $20 million,
subject to certain post-closing adjustments.
The Corporation completed the sale of its
roofing manufacturing business to Atlas Roofing
Corporation on March 2, 1994. The Corporation
expects the sale to result in after-tax cash proceeds
of approximately $33 million and an after-tax net
gain of approximately $17 million, subject to certain
post-closing adjustments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information with respect to Financial Statements and
Supplementary Data as set forth under the captions
"Statements of Income," "Statements of Cash Flows,"
"Balance Sheets," "Statements of Shareholders'
Equity" and Notes 1 through 12 of the Notes to
Financial Statements of the Corporation's 1993 Annual
Report to Shareholders is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE There have been
no changes in or disagreements with accountants on
accounting and financial disclosure within the
twenty-four months prior to the date of the most
recent financial statements included herein.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to Directors of the
Corporation and disclosure pursuant to Item 405 of
Regulation S-K is incorporated herein by reference to
the Corporation's Notice of 1994 Annual Meeting of
Shareholders and Proxy Statement expected to be dated
March 28, 1994.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Corporation are as follows:
Date first
elected as
Name Age an officer Position or office
- ---- --- ---------- ---------------------------
A. D. Correll 52 1988 Chairman and Chief
Executive
Officer and a Director
W. E. Babin 58 1990 Executive Vice President -
Pulp and Paper
Davis K. Mortensen 61 1982 Executive Vice President -
Building Products
Donald L. Glass 45 1982 Senior Vice President -
Building Products
Manufacturing and Sales
James F. Kelley 52 1993 Senior Vice President -
Law and General Counsel
Maurice W. Kring 57 1983 Senior Vice President -
Containerboard and
Packaging
George A. MacConnell 46 1983 Senior Vice President -
Distribution and Millwork
John F. McGovern 47 1983 Senior Vice President -
Finance and Chief
Financial Officer
Lee M. Thomas 50 1993 Senior Vice President -
Environmental, Government
Affairs and Communications
James E. Bostic, Jr. 46 1991 Group Vice President -
Communication Papers
Gerard R. Brandt 54 1990 Group Vice President -
Packaged Products
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Clint M. Kennedy 44 1988 Group Vice President - Pulp
and Bleached Board
James E. Terrell 44 1989 Vice President and
Controller
Alston D. Correll, Chief Executive Officer of Georgia-Pacific since May 4,
1993, and Chairman of the Corporation since December 2, 1993, has been a
director of the Corporation since 1992. Mr. Correll served as President and
Chief Operating Officer of the Corporation from August 1991 until May 4, 1993,
and as President and Chief Executive Officer from May 4, 1993, until December
2, 1993. Mr. Correll served as Senior Vice President--Pulp and Printing Paper
from February 1988 through March 1989, and Executive Vice President--Pulp and
Paper from April 1989 through July 1991.
W. E Babin has been Executive Vice President - Pulp and Paper since January
1993. Prior to that time, Mr. Babin served as Executive Vice President - Pulp
and Paperboard from May 1992 to January 1993, Senior Vice President -
Containerboard and Packaging from January 1991 to May 1992, and Group Vice
President - Containerboard and Packaging from February 1990 to January 1991.
Prior to joining the Corporation, Mr. Babin held the position of Group Vice
President with Inland Container Corporation (a forest products company) for
approximately eight years.
Davis K. Mortensen has been Executive Vice President - Building Products since
1989. He became an executive officer in 1987, when he was elected Executive
Vice President - Building Products Manufacturing.
Donald L. Glass has been Senior Vice President - Building Products
Manufacturing and Sales since 1991, served as Senior Vice President - Building
Products Manufacturing from 1989 to 1991, and served as Vice President - Gypsum
and Roofing Division from 1987 to 1989.
James F. Kelley joined the Corporation as Senior Vice President - Law and
General Counsel in December 1993. Prior to that time, he was a partner in the
law firm of Jones Day Reavis & Pogue.
Maurice W. Kring has been Senior Vice President - Containerboard and Packaging
since February 1994. Prior to that time, he served as Group Vice President -
Containerboard and Packaging from July 1993 until February 1994, Group Vice
President - Packaged Products from 1987 to July 1993, and Group Vice President
- - Tissue, Pulp and Paperboard from 1985 to 1987.
George A. MacConnell has been Senior Vice President - Distribution and Millwork
since February 1993, served as Senior Vice President - Distribution and
Specialty Operations from 1989 to February 1993, and served as Senior Vice
President - Distribution Division from 1987 to 1989.
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John F. McGovern has been Senior Vice President - Finance since January 1993
and Chief Financial Officer since February 1994. He served as Vice President -
Finance from 1983 until January 1993, and as Treasurer from March 1992 to
October 1993.
Lee M. Thomas has been Senior Vice President - Environmental, Government
Affairs and Communications since February 1994. Prior to that time, he was
Senior Vice President - Environmental and Government Affairs from March 1993
through January 1994. Prior to joining the Corporation in March 1993, Mr.
Thomas served as Chairman and Chief Executive Officer of Law Companies
Environmental Group, Inc. (an engineering and environmental services company)
from 1989 until March 1993.
James E. Bostic, Jr. has been Group Vice President - Communication Papers since
April 1992. Prior to that time, Mr. Bostic served as Group Vice President -
Butler Paper and Mail-Well from January 1992 to April 1992, and as Vice
President - Butler Paper and Mail- Well from January 1991 to January 1992. In
addition, Mr. Bostic was General Manager, Commercial Products and Systems
Division, from 1990 to 1991 and Director of Sales Operations, Consumer Paper
Group, from 1988 to 1989.
Gerard R. Brandt has been Group Vice President - Packaged Products since July
1993. Prior to that time, Mr. Brandt served as Group Vice President - Butler
Paper and Mail-Well from May 1992 to July 1993, Vice President - Butler Paper
and Mail-Well from April 1992 to May 1992, Vice President - Communication
Papers Manufacturing from May 1990 to April 1992, and Director - Printing Paper
Manufacturing from December 1988 to May 1990.
Clint M. Kennedy has been Group Vice President - Pulp and Bleached Board since
July 1992, served as Vice President - Sales and Marketing, Pulp and Bleached
Board from May 1990 to July 1992, and served as Vice President - Pulp, Kraft
Paper and Containerboard Sales from January 1988 to May 1990.
James E. Terrell was elected Vice President of the Corporation in January 1991
and has served as Controller since 1989. Mr. Terrell served as Group
Controller - Administration and Financial Reporting from 1987 to 1989.
The Corporation's Board of Directors elects officers of the Corporation who
hold the offices to which they are elected until the next annual organizational
meeting of the Board. The Stock Option Plan and Management Compensation
Committee fixes the compensation of the officers who are directors of the
Corporation and recommends to the Board of Directors the amount of compensation
for all other officers of the Corporation. The amount of compensation is then
determined by the Board of Directors based on such recommendation. There are
no other arrangements or understandings between the respective officers and any
other person pursuant to which such officers are elected.
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ITEM 11. EXECUTIVE COMPENSATION Information with respect to
Executive Compensation is incorporated herein by
reference to the Corporation's Notice of 1994 Annual
Meeting of Shareholders and Proxy Statement expected to be
dated March 28, 1994.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT Information with respect to Security Ownership
of Certain Beneficial Owners and Management is
incorporated herein by reference to the Corporation's
Notice of 1994 Annual Meeting of Shareholders and Proxy
Statement expected to be dated March 28, 1994.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to Certain Relationships and
Related Transactions is incorporated herein by reference
to the Corporation's Notice of 1994 Annual Meeting of
Shareholders and Proxy Statement expected to be
dated March 28, 1994.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as a part of this
Annual Report for Georgia-Pacific Corporation and
subsidiaries:
(1) The Financial Statements, Notes to Financial
Statements and the Report of Independent Public
Accountants dated February 18, 1994 listed below
are incorporated herein by reference to the
Corporation's 1993 Annual Report to
Shareholders:
Statements of Income for the years ended
December 31, 1993, 1992 and 1991.
Statements of Cash Flows for the years ended
December 31, 1993, 1992 and 1991.
Balance Sheets as of December 31, 1993 and
1992.
Statements of Shareholders' Equity for the
years ended December 31, 1993, 1992 and 1991.
Notes 1 through 12 of the Notes to Financial
Statements
Report of Independent Public Accountants
(2) Financial Statement Schedules:
Report of Independent Public Accountants as to
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Schedules
II Amounts Receivable from Related Parties and Underwriters,
Promoters, and Employees Other than Related Parties
for the years ended December 31, 1993, 1992 and 1991.
V Property, Plant and Equipment for the years ended
December 31, 1993, 1992 and 1991.
VI Accumulated Depreciation, Depletion and Amortization of
Property, Plant and Equipment for the years ended
December 31, 1993, 1992 and 1991.
VIII Valuation and Qualifying Accounts for the years ended
December 31, 1993, 1992 and 1991.
IX Short-term Borrowings for the years ended
December 31, 1993, 1992 and 1991.
X Supplementary Income Statement Information for the years
ended December 31, 1993, 1992 and 1991.
Schedules other than those listed above are omitted because they
are not required, are inapplicable or the information is
otherwise shown in the financial statements or notes thereto.
(3) Exhibits
The exhibits required to be filed as part of this Annual Report
on Form 10-K are as follows:
NUMBER DESCRIPTION
3.1 Articles of Incorporation, restated as of October 30, 1989 (Filed
as Exhibit 3.1 to the Corporation's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1989, and incorporated herein
by this reference thereto).
3.2 Bylaws as amended to date (Filed as Exhibit 3.2 to the
Corporation's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1993, and incorporated herein by this reference thereto).
4.1 Credit Agreement, dated as of June 30, 1993, among Georgia-Pacific
Corporation, as borrower, the lenders named therein, and Bank of
America National Trust and Savings Association, as agent (Filed
as Exhibit 4.1(i) to the
*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.
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Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993, and incorporated herein by this reference
thereto).
4.2 In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various
instruments defining the rights of holders of long-term debt of
the Corporation are not being filed herewith because the total of
securities authorized under each such instrument does not exceed
10% of the total assets of the Corporation. The Corporation
hereby agrees to furnish a copy of any such instrument to the
Commission upon request.
4.3 Rights Agreement, dated as of July 31, 1989, between
Georgia-Pacific Corporation and First Chicago Trust Company of
New York, with form of Rights Certificate attached as Exhibit A.
(Filed as Exhibit 4.3 to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1989, and incorporated
herein by this reference thereto).
4.4(i) Indenture, dated as of March 1, 1983, between Georgia-Pacific
Corporation and The Chase Manhattan Bank (National Association),
Trustee (Filed as Exhibit 4(a) to the Corporation's Registration
Statement on Form S-3 dated May 9, 1990, and incorporated herein
by this reference thereto).
*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.
13
17
4.4(ii) First Supplemental Indenture, dated as of July 27, 1988, among
Georgia-Pacific Corporation, The Chase Manhattan Bank (National
Association), Trustee, and Morgan Guaranty Trust Company of New
York (Filed as Exhibit 4.4(ii) to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1992, and
incorporated herein by this reference thereto).
10.1 Directors Group Life Insurance Program.*
10.2(i) Executive Retirement Agreement (Officers Retirement Plan) (Filed
as Exhibit 10.2(i) to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1991, and incorporated
herein by this reference thereto).*
10.2(ii) Amendment No. 1 to Executive Retirement Agreement (Officers
Retirement Plan) (Filed as Exhibit 10.2(ii) to the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1991,
and incorporated herein by this reference thereto).*
10.2(iii) Executive Retirement Agreement (Officers Retirement Plan), as
amended, as in effect after January 1, 1992 (Filed as Exhibit
10.2(iii) to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1992, and incorporated herein by this
reference thereto).*
10.2(iv) Amendment No. 2 to the Executive Retirement Agreement of Winfred
E. Babin (entered into August 3, 1993) (Filed as Exhibit 10.2(ix)
to the Corporation's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993, and incorporated herein by
this reference thereto).*
10.2(v) Amendment No. 2 to Executive Retirement Agreement for James C.
Van Meter (entered into as of February 28, 1994).*
*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.
14
18
10.3(i) Key Salaried Employees Group Insurance Plan - Pre-1987 Group
(As Amended and Restated Effective January 1, 1987) (Filed as
Exhibit 10.3(i) to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1991, and incorporated
herein by this reference thereto).*
10.3(ii) Amendment No. 1 (Effective January 1, 1991) to the Key
Salaried Employees Group Insurance Plan - Pre-1987 Group (As
Amended and Restated Effective January 1, 1987) (Filed as
Exhibit 10.3(ii) to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1991, and incorporated
herein by this reference thereto).*
10.3(iii) Key Salaried Employees Group Insurance Plan - Post-1986 Group
(Effective January 1, 1987) (Filed as Exhibit 10.3(iii) to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by this reference
thereto).*
10.3(iv) Amendment No. 1 (Effective January 1, 1991) to the Key
Salaried Employees Group Insurance Plan - Post-1986 Group
(Effective January 1, 1987) (Filed as Exhibit 10.3(iv) to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by this reference
thereto).*
10.3(v) Amendment No. 2 to Key Salaried Employees Group Insurance
Plan -- Post-1986 Group (effective January 1, 1987) (Filed as
Exhibit 10.3(v) to the Corporation's Quarterly Report on Form
10-Q for the quarter ended September 30, 1993, and
incorporated herein by this reference thereto).*
10.4 Directors Retirement Program (Filed as Exhibit 10.4 to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by this reference
thereto).*
*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.
15
19
10.5(i) 1988 Long-Term Incentive Plan (Filed as Exhibit 10.7(i) to
the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1992, and incorporated herein by this
reference thereto).*
10.5(ii) Amendment No. 1 to 1988 Long-Term Incentive Plan (Filed as
Exhibit 10.7(ii) to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1990, and incorporated
herein by this reference thereto).*
10.6(i) 1990 Long-Term Incentive Plan (Filed as Exhibit 10.8 to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1990, and incorporated herein by this reference
thereto).*
10.6(ii) Amendment No. 1 to 1990 Long-Term Incentive Plan (Filed as
Exhibit 10.8(ii) to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1991, and incorporated
herein by this reference thereto).*
10.7 Retirement Letter Agreement of James C. Van Meter dated
February 28, 1994.*
10.8 Consulting Agreement between Georgia-Pacific Corporation and
James C. Van Meter dated February 28, 1994.*
10.9 1992 Management Incentive Plan (Filed as Exhibit 10.10 to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by this reference
thereto).*
10.10 1993 Management Incentive Plan (Filed as Exhibit 10.11 to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1992, and incorporated herein by this reference
thereto).*
10.11 1994 Management Incentive Plan.*
*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.
16
20
10.12 Consulting Agreement between the Corporation and Norma Pace,
dated April 20, 1987 (Filed as Exhibit 10.12 to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1992, and incorporated herein by this reference
thereto).*
10.13(i) Receivables Purchase Agreement dated as of June 1, 1990, among
Georgia-Pacific Corporation, as the Seller, and Asset
Securitization Cooperative Corporation, Corporate Asset Funding
Company, Inc., Falcon Asset Securitization Corporation and
Matterhorn Capital Corporation, as the Purchasers, and Canadian
Imperial Bank of Commerce, as the Administrative Agent (Filed as
Exhibit 10.17(i) to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1990, and incorporated
herein by this reference thereto).
10.13(ii) Receivables Purchase Agreement dated as of June 1, 1990, among
Georgia-Pacific Corporation, as the Seller, and Canadian
Imperial Bank of Commerce, Citibank, N.A. and The First National
Bank of Chicago, as the Secondary Purchasers, and Matterhorn
Capital Corporation and Canadian Imperial Bank of Commerce, as
the Administrative Agent (Filed as Exhibit 10.17(ii) to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1990, and incorporated herein by this reference
thereto).
10.14 Amended and Restated Excess Benefit Plan to supplement benefits
from Great Northern Nekoosa Corporation's Retirement Plan for
Salaried Employees, effective as of January 1, 1987, and
Amendment No. 1 thereto (Filed as Exhibit 11 to Great Northern
Nekoosa Corporation's Schedule 14D-9 dated November 13, 1989,
and incorporated herein by this reference thereto).*
10.15 Form of Great Northern Nekoosa Corporation Director's Agreement
dated October 3, 1984 (Filed as Exhibit 10.26 to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1990, and incorporated herein by this reference
thereto).*
10.16 1994 Employee Stock Option Plan.
*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.
17
21
10.17 1993 Employee Stock Option Plan of the Corporation (Filed
as Exhibit 4.3 to the Corporation's Registration Statement
on Form S-8, No. 33-58664, and incorporated herein by this
reference thereto).
10.18 Georgia-Pacific Corporation 1984 Employee Stock Option
Plan (Restated to include all amendments through July 31,
1989) (Filed as Exhibit 10.6 to the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1989,
and incorporated herein by this reference thereto).
11 Statements of Computation Per Share Earnings.
12 Statements of Computation of Ratio of Earnings to Fixed
Charges.
13 Georgia-Pacific Corporation's 1993 Annual Report to
Shareholders. Such Report is not deemed to be filed with
the Commission as part of this Annual Report on Form 10-K,
except for the portions thereof expressly incorporated
by reference.
18 Letter re Change in Accounting Principles (Filed as
Exhibit 18 to the Corporation's Current Report on Form
8-K dated February 21, 1992, and incorporated herein by
this reference thereto).
21 Subsidiaries.
23 Consent of Independent Public Accountants.
24 Powers of Attorney.
99 Parts 2 and 3 of Article 11 of the Georgia Business
Corporation Code (successor to Articles 11 and 11A of the
Georgia Business Corporation Code and Section 14-2-230
through 14-2-235 and 14-2-235 through 14-2-238 of the
Official Code of Georgia Annotated) (Filed as Exhibit 28
to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1990, and incorporated herein by
this reference thereto).
*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.
(b) Reports on Form 8-K
During the fourth quarter of fiscal 1993, the Registrant
filed a Current Report on Form 8-K dated December 27,
1993, in which it reported under Item 5. "Other Events."
18
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
GEORGIA-PACIFIC CORPORATION
(Registrant)
By: /s/ A. D. Correll
---------------------
(A. D. Correll,
Chairman and Chief
Executive Officer)
Date: March 23, 1994
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
As Officers or Directors of GEORGIA-PACIFIC CORPORATION
/s/ A. D. Correll Director, Chairman and March 23, 1994
- --------------------------- Chief Executive Officer
(A. D. Correll) (Principal Executive Officer)
/s/ John F. McGovern Senior Vice President - Finance March 23, 1994
- --------------------------- and Chief Financial Officer
(John F. McGovern) (Principal Financial Officer)
/s/ James E. Terrell Vice President and Controller March 23, 1994
- --------------------------- (Principal Accounting Officer)
(James E. Terrell)
* Director March 23, 1994
- ---------------------------
(Robert Carswell)
* Director March 23, 1994
- ---------------------------
(Jewel Plummer Cobb)
* Director March 23, 1994
- ---------------------------
(Donald V. Fites)
* Director March 23, 1994
- ---------------------------
(Harvey C. Fruehauf, Jr.)
* Director March 23, 1994
- ---------------------------
(Clifton C. Garvin, Jr.)
* Director March 23, 1994
- ---------------------------
(Richard V. Giordano)
* Director March 23, 1994
- ---------------------------
(David R. Goode)
* Director March 23, 1994
- ---------------------------
(T. Marshall Hahn, Jr.)
* Director March 23, 1994
- ---------------------------
(M. Douglas Ivester)
19
23
Signature Title Date
--------- ----- ----
* Director March 23, 1994
- ---------------------------
(Francis Jungers)
* Director March 23, 1994
- ---------------------------
(Robert E. McNair)
* Director March 23, 1994
- ---------------------------
(Norma Pace)
* Director March 23, 1994
- ---------------------------
(Louis W. Sullivan)
* Director March 23, 1994
- ---------------------------
(James B. Williams)
*By/s/ James F. Kelley
--------------------------
(James F. Kelley)
*As Attorney-in-Fact for the Directors or Officers by whose names an asterisk
appears.
20
24
Report of Independent Public Accountants as to Schedules
To the Shareholders and the Board of
Directors of Georgia-Pacific Corporation:
We have audited in accordance with generally accepted auditing standards, the
financial statements of Georgia-Pacific Corporation incorporated by reference
in this Form 10-K, and have issued our report thereon dated February 18, 1994.
Our report on the financial statements includes an explanatory paragraph with
respect to the change in the method of accounting for income taxes in 1992 as
discussed in Note 6 to the financial statements, and the changes in the methods
of accounting for certain manufacturing supplies and for postretirement health
care and life insurance benefits in 1991 as discussed in Notes 1 and 7 to the
financial statements. Our audit was made for the purpose of forming an opinion
on the basic financial statements taken as a whole. Schedules II, V, VI, VIII,
IX and X are the responsibility of the Corporation's management and are
presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN & CO.
Atlanta, Georgia
February 18, 1994
25
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Column A Column B Column C Column D Column E
- -------- ---------- --------- ------------------------ ------------------------
Deductions Balance at end of
------------------------ period
Balance at Amounts ------------------------
Name of beginning Amounts written Not
debtor of period Additions(1) collected off Current current
- -------- ---------- --------- --------- ------- -------- -------
Year ended December 31, 1993
- ----------------------------
Stephen K. Jackson $ - $100,000(2) $ - $ - $100,000 $ -
-------- -------- --------- ------- -------- -------
$ - $100,000 $ - $ - $100,000 $ -
======== ======== ========= ======= ======== =======
Year ended December 31, 1992
- ----------------------------
Gerard Brandt $ - $140,590 $(140,590)(3) $ - $ - $ -
Tony Andersen - 147,763 (147,763)(3) - - -
-------- -------- ---------- ------- -------- -------
$ - $288,353 $(288,353) $ - $ - $ -
======== ======== ========== ======= ======== =======
Year ended December 31, 1991
- ----------------------------
Walter J. Riback $152,508(4) $ 6,153 $(158,661)(5) $ - $ - $ -
-------- -------- ---------- ------- -------- -------
$152,508 $ 6,153 $(158,661) $ - $ - $ -
======== ======== ========== ======= ======== =======
(1) Home equity loans made to full-time salaried employees who changed
their place of residence as a result of company-requested transfers. Each
loan is secured by an additional mortgage on the employee's residence at
the former job location; is noninterest-bearing for the first six months;
and is due upon the earlier of the sale of the employee's residence at the
former job location or one year from the date of the loan.
(2) This is an interest free note for up to eighteen months. It must be
paid in full by October 19, 1994.
(3) Collected in cash within six months of the date of the home equity
loan. No interest was charged.
(4) Includes a $60,000 home equity loan dated March 9, 1990 and a $89,760
home equity loan dated May 24, 1990. Interest was accrued at 10% per annum
beginning six months after the dates of the loans.
(5) The loans were collected in cash, including all interest due.
26
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Column A Column B Column C Column D Column E Column F
- -------- ---------- ---------- --------- -------------------- -------
Balance at Other Changes Balance
beginning Additions -------------------- at end
Description of period at cost Retirements Add Deduct of period
- ----------- ---------- ---------- ----------- ------- -------- ---------
(Millions)
Year ended December 31, 1993
- ----------------------------
Property, plant and equipment
Land and improvements $ 247 $ 7 $ (17) $ - $ - $ 237
Buildings 1,101 27 (54) - - 1,074
Machinery and equipment 9,420 326 (196) - 9,550
Construction in progress 64 61(2) - - - 125
------- ------- ------- ------- -------- -------
$10,832 $ 421 $ (267) $ - $ - $10,986
======= ======= ======= ======= ======== =======
Timber and timberlands (net) $ 1,402 $ 46 $ (14) $ - $ (53)(1) $ 1,381
======= ======= ======= ======= ======== =======
Year ended December 31, 1992
- ----------------------------
Property, plant and equipment
Land and improvements $ 214 $ 21 $ (3) $ 15(3) $ - $ 247
Buildings 986 24 (5) 96(3) - 1,101
Machinery and equipment 8,521 292 (81) 688(3) - 9,420
Construction in progress 54 10(2) - - - 64
------- ------- ------- ------- -------- -------
$ 9,775 $ 347 $ (89) $ 799 $ - $10,832
======= ======= ======= ======= ======== =======
Timber and timberlands (net) $ 1,377 $ 37 $ (9) $ 39(3) $ (42)(1) $ 1,402
======= ======= ======= ======= ======== =======
Year ended December 31, 1991
- ----------------------------
Property, plant and equipment
Land and improvements $ 217 $ 31 $ (34)(4) $ - $ - $ 214
Buildings 960 75 (49)(4) - - 986
Machinery and equipment 8,378 798 (655)(4) - - 8,521
Construction in progress 493 (414)(2) (25) - - 54
------- ------- ------- ------- -------- -------
$10,048 $ 490 $ (763) $ - $ - $ 9,775
======= ======= ======= ======= ======== =======
Timber and timberlands (net) $ 1,630 $ 38 $ (240) $ - $ (51)(1) $ 1,377
======= ======= ======= ======= ======== =======
(1) Represents timber depletion expense.
(2) Construction in progress additions are shown net of completed projects.
(3) Primarily related to adoption of Financial Accounting Standard Number
109, "Accounting for Income Taxes," (FAS 109) effective January 1, 1992.
(4) Retirements for the year ended December 31, 1991 have been restated to
reflect the reclassification of certain assets associated with the
acquisition of Great Northern Nekoosa Corporation.
27
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Column A Column B Column C Column D Column E Column F
- -------- ---------- ---------- -------- ------------------------ --------
Additions
Balance at charged to Other Changes Balance at
beginning costs and Retire- ------------------------ end
Description of period expenses ments Add Deduct of period
- ----------- ---------- ---------- -------- --------- --------- -----------
(Millions)
Year ended December 31, 1993
- ----------------------------
Property, plant and equipment
Land and improvements $ 58 $ 10 $ (1) $ - $ - $ 67
Buildings 415 49 (17) - - 447
Machinery and equipment 4,528 652 (156) - - 5,024
------- ------- ------- ------- ------- -------
$ 5,001 $ 711 $ (174) $ - $ - $ 5,538
======= ======= ======= ======= ======= =======
Year ended December 31, 1992
- ----------------------------
Property, plant and equipment
Land and improvements $ 48 $ 10 $ (1) $ 1(1) $ - $ 58
Buildings 353 51 (3) 14(1) - 415
Machinery and equipment 3,807 686 (69) 104(1) - 4,528
------- ------- ------- ------- ------- -------
$ 4,208 $ 747 $ (73) $ 119 $ - $ 5,001
======= ======= ======= ======= ======= =======
Year ended December 31, 1991
- ----------------------------
Property, plant and equipment
Land and improvements $ 45 $ 10(2) $ (7) $ - $ - $ 48
Buildings 321 66(2) (34) - - 353
Machinery and equipment 3,341 597(2) (131) - - 3,807
------- ------- ------- ------- ------- -------
$ 3,707 $ 673 $ (172) $ - $ - $ 4,208
======= ======= ======= ======= ======= =======
(1) Primarily related to adoption of Financial Accounting Standard Number
109, "Accounting for Income Taxes," (FAS 109) effective January 1,
1992.
(2) Additions for the year ended December 31, 1991 have been restated to
reflect the reclassification of certain accumulated depreciation balances
associated with the acquisition of Great Northern Nekoosa Corporation.
28
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Column A Column B Column C Column D Column E
- -------- ---------- --------------------------- ---------- ----------
Additions
---------------------------
Balance at Charged to Charged to Balance at
beginning costs and other end
Description of period expenses accounts Deductions of period
- ----------- ---------- ---------- ---------- ---------- ----------
(Millions)
Year ended December 31, 1993
- ----------------------------
Allowance for doubtful
accounts $ 35 $ 8 $ - $ (11)(1) $ 32
------ ------ ------- ------- ------
Year ended December 31, 1992
- ----------------------------
Allowance for doubtful
accounts $ 36 $ 10 $ 1(2) $ (12)(3) $ 35
------ ------ ------- ------- ------
Year ended December 31, 1991
- ----------------------------
Allowance for doubtful
accounts $ 39 $ 12 $ - $ (15)(4) $ 36
------ ------ ------- ------- ------
(1) Includes $2 million deducted with the sale of Butler Paper Company assets
and $9 million of accounts written off.
(2) Recoveries of accounts previously written off.
(3) Accounts written off.
(4) Includes $1 million deducted with the sale of two groundwood paper mills
and a sawmill and $14 million of accounts written off.
29
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Column A Column B Column C Column D Column E Column F
- -------- --------- ---------- ----------- ----------- --------------
Maximum Average Weighted
Weighted amount amount average
Balance average outstanding outstanding interest rate
at end of interest during the during the during the
Description period rate period period period(1)
- ----------- --------- ---------- ----------- ----------- --------------
(Dollar amounts in millions)
Year ended December 31, 1993
- ----------------------------
Commercial paper and other
short-term notes $ 650 3.620% $ 965 $ 680 3.573%
------ ------ ------ ------ ------
Year ended December 31, 1992
- ----------------------------
Commercial paper and other
short-term notes $ 691 4.132% $1,514 $ 855 4.485%
------ ------ ------ ------ ------
Year ended December 31, 1991
- ----------------------------
Commercial paper and other
short-term notes $1,210 5.584% $1,229 $ 968 6.654%
------ ------ ------ ------ ------
(1) Interest is computed on a daily average basis.
30
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Column A Column B
- -------- ----------
Charged to
costs and
Description expenses
- ----------- ----------
(Millions)
Year ended December 31, 1993
- ----------------------------
Maintenance and repairs expense $789
----
Year ended December 31, 1992
- ----------------------------
Maintenance and repairs expense $779
----
Year ended December 31, 1991
- ----------------------------
Maintenance and repairs expense $779
----
31
GEORGIA-PACIFIC CORPORATION
INDEX TO EXHIBITS
FILED WITH THE ANNUAL REPORT
ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 1993
NUMBER DESCRIPTION
3.1 Articles of Incorporation, restated as of October 30, 1989 (Filed as
Exhibit 3.1 to the Corporation's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1989, and incorporated herein by this
reference thereto).
3.2 Bylaws as amended to date (Filed as Exhibit 3.2 to the Corporation's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1993,
and incorporated herein by this reference thereto).
4.1 Credit Agreement, dated as of June 30, 1993, among Georgia-Pacific
Corporation, as borrower, the lenders named therein, and Bank of
America National Trust and Savings Association, as agent (Filed as
Exhibit 4.1(i) to the Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, and incorporated herein by this
reference thereto).
4.2 (1)
4.3 Rights Agreement, dated as of July 31, 1989, between Georgia-Pacific
Corporation and First Chicago Trust Company of New York, with form of
Rights Certificate attached as Exhibit A. 2 (Filed as Exhibit 4.3 to
the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1989, and incorporated herein by this reference
thereto).
4.4(i) Indenture, dated as of March 1, 1983, between Georgia-Pacific
Corporation and The Chase Manhattan Bank (National Association),
Trustee (Filed as Exhibit 4(a) to the Corporation's Registration
Statement on Form S-3 dated May 9, 1990, and incorporated herein by
this reference thereto).
4.4(ii) First Supplemental Indenture, dated as of July 27, 1988, among
Georgia-Pacific Corporation, The Chase Manhattan Bank (National
Association), Trustee, and Morgan Guaranty Trust Company of New York
(Filed as Exhibit 4.4(ii) to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1992, and incorporated herein by
this reference thereto).
10.1 Directors Group Life Insurance Program. (2)
10.2(i) Executive Retirement Agreement (Officers Retirement Plan) (Filed as
Exhibit 10.2(i) to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1991, and incorporated herein by this
reference thereto).
(1) In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various instruments
defining the rights of holders of long-term debt of the Corporation are not
being filed herewith because the total of securities authorized under each
such instrument does not exceed 10% of the total assets of the Corporation.
The Corporation hereby agrees to furnish a copy of any such instrument to
the Commission upon request.
(2) Filed via EDGAR.
32
10.2(ii) Amendment No. 1 to Executive Retirement Agreement (Officers
Retirement Plan) (Filed as Exhibit 10.2(ii) to the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1991, and
incorporated herein by this reference thereto).
10.2(iii) Executive Retirement Agreement (Officers Retirement Plan), as
amended, as in effect after January 1, 1992 (Filed as Exhibit
10.2(iii) to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1992, and incorporated herein by this
reference thereto).
10.2(iv) Amendment No. 2 to the Executive Retirement Agreement of Winfred E.
Babin (entered into August 3, 1993) (Filed as Exhibit 10.2(ix) to the
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993, and incorporated herein by this reference
thereto).
10.2(v) Amendment No. 2 to Executive Retirement Agreement for James C. Van
Meter (entered into as of February 28, 1994). (2)
10.3(i) Key Salaried Employees Group Insurance Plan - Pre-1987 Group (As
Amended and Restated Effective January 1, 1987) (Filed as Exhibit
10.3(i) to the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1991, and incorporated herein by this reference
thereto).
10.3(ii) Amendment No. 1 (Effective January 1, 1991) to the Key Salaried
Employees Group Insurance Plan - Pre-1987 Group (As Amended and
Restated Effective January 1, 1987) (Filed as Exhibit 10.3(ii) to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1991, and incorporated herein by this reference thereto).
10.3(iii) Key Salaried Employees Group Insurance Plan - Post-1986 Group
(Effective January 1, 1987) (Filed as Exhibit 10.3(iii) to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1991, and incorporated herein by this reference thereto).
10.3(iv) Amendment No. 1 (Effective January 1, 1991) to the Key Salaried
Employees Group Insurance Plan - Post-1986 Group (Effective January
1, 1987) (Filed as Exhibit 10.3(iv) to the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1991, and
incorporated herein by this reference thereto).
10.3(v) Amendment No. 2 to Key Salaried Employees Group Insurance Plan --
Post-1986 Group (effective January 1, 1987) (Filed as Exhibit
10.3(v) to the Corporation's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993, and incorporated herein by this
reference thereto).
(1) In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various instruments
defining the rights of holders of long-term debt of the Corporation are not
being filed herewith because the total of securities authorized under each
such instrument does not exceed 10% of the total assets of the Corporation.
The Corporation hereby agrees to furnish a copy of any such instrument to
the Commission upon request.
(2) Filed via EDGAR.
33
10.4 Directors Retirement Program (Filed as Exhibit 10.4 to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1991, and incorporated herein by this reference thereto).
10.5(i) 1988 Long-Term Incentive Plan (Filed as Exhibit 10.7(i) to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1992, and incorporated herein by this reference thereto).
10.5(ii) Amendment No. 1 to 1988 Long-Term Incentive Plan (Filed as Exhibit
10.7(ii) to the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1990, and incorporated herein by this reference
thereto).
10.6(i) 1990 Long-Term Incentive Plan (Filed as Exhibit 10.8 to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1990, and incorporated herein by this reference thereto).
10.6(ii) Amendment No. 1 to 1990 Long-Term Incentive Plan (Filed as Exhibit
10.8(ii) to the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1991, and incorporated herein by this reference
thereto).
10.7 Retirement Letter Agreement of James C. Van Meter dated February 28,
1994. (2)
10.8 Consulting Agreement between Georgia-Pacific Corporation and James C.
Van Meter dated February 28, 1994. (2)
10.9 1992 Management Incentive Plan (Filed as Exhibit 10.10 to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1991, and incorporated herein by this reference thereto).
10.10 1993 Management Incentive Plan (Filed as Exhibit 10.11 to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1992, and incorporated herein by this reference thereto).
10.11 1994 Management Incentive Plan. (2)
10.12 Consulting Agreement between the Corporation and Norma Pace, dated
April 20, 1987 (Filed as Exhibit 10.12 to the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1992, and
incorporated herein by this reference thereto).
(1) In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various instruments
defining the rights of holders of long-term debt of the Corporation are not
being filed herewith because the total of securities authorized under each
such instrument does not exceed 10% of the total assets of the Corporation.
The Corporation hereby agrees to furnish a copy of any such instrument to
the Commission upon request.
(2) Filed via EDGAR.
34
10.13(i) Receivables Purchase Agreement dated as of June 1, 1990, among
Georgia-Pacific Corporation, as the Seller, and Asset Securitization
Cooperative Corporation, Corporate Asset Funding Company, Inc.,
Falcon Asset Securitization Corporation and Matterhorn Capital
Corporation, as the Purchasers, and Canadian Imperial Bank of
Commerce, as the Administrative Agent (Filed as Exhibit 10.17(i) to
the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1990, and incorporated herein by this reference
thereto).
10.13(ii) Receivables Purchase Agreement dated as of June 1, 1990, among
Georgia-Pacific Corporation, as the Seller, and Canadian Imperial
Bank of Commerce, Citibank, N.A. and The First National Bank of
Chicago, as the Secondary Purchasers, and Matterhorn Capital
Corporation and Canadian Imperial Bank of Commerce, as the
Administrative Agent (Filed as Exhibit 10.17(ii) to the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1990, and
incorporated herein by this reference thereto).
10.14 Amended and Restated Excess Benefit Plan to supplement benefits from
Great Northern Nekoosa Corporation's Retirement Plan for Salaried
Employees, effective as of January 1, 1987, and Amendment No. 1
thereto (Filed as Exhibit 11 to Great Northern Nekoosa Corporation's
Schedule 14D-9 dated November 13, 1989, and incorporated herein by
this reference thereto).
10.15 Form of Great Northern Nekoosa Corporation Director's Agreement dated
October 3, 1984 (Filed as Exhibit 10.26 to the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1990, and
incorporated herein by this reference thereto).
10.16 1994 Employee Stock Option Plan. (2)
10.17 1993 Employee Stock Option Plan of the Corporation (Filed as Exhibit
4.3 to the Corporation's Registration Statement on Form S-8, No.
33-58664, and incorporated herein by this reference thereto).
10.18 Georgia-Pacific Corporation 1984 Employee Stock Option Plan (Restated
to include all amendments through July 31, 1989) (Filed as Exhibit
10.6 to the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1989, and incorporated herein by this reference
thereto).
11 Statements of Computation Per Share Earnings. (2)
12 Statements of Computation of Ratio of Earnings to Fixed Charges. (2)
(1) In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various instruments
defining the rights of holders of long-term debt of the Corporation are not
being filed herewith because the total of securities authorized under each
such instrument does not exceed 10% of the total assets of the Corporation.
The Corporation hereby agrees to furnish a copy of any such instrument to
the Commission upon request.
(2) Filed via EDGAR.
35
13 Georgia-Pacific Corporation's 1993 Annual Report to Shareholders. (2)
Such Report is not deemed to be filed with the Commission as part of
this Annual Report on Form 10-K, except for the portions thereof
expressly incorporated by reference.
18 Letter re Change in Accounting Principles (Filed as Exhibit 18 to the
Corporation's Current Report on Form 8-K dated February 21, 1992, and
incorporated herein by this reference thereto).
21 Subsidiaries. (2)
23 Consent of Independent Public Accountants. (2)
24 Powers of Attorney. (2)
99 Parts 2 and 3 of Article 11 of the Georgia Business Corporation Code
(successor to Articles 11 and 11A of the Georgia Business Corporation
Code and Section 14-2-230 through 14-2-235 and 14-2-235 through 14-2-
238 of the Official Code of Georgia Annotated) (Filed as Exhibit 28
to the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1990, and incorporated herein by this reference
thereto).
(1) In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various instruments
defining the rights of holders of long-term debt of the Corporation are not
being filed herewith because the total of securities authorized under each
such instrument does not exceed 10% of the total assets of the Corporation.
The Corporation hereby agrees to furnish a copy of any such instrument to
the Commission upon request.
(2) Filed via EDGAR.