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.
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
resources is presented under Item 1 "Business - Resources" of this Form 10-K.
ITEM 3.
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
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
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.
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,
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.
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.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Information with respect to the
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.
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.
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.
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.
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.
PART III
ITEM 10.
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:
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.
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.
ITEM 11.
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.
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.
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.
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
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.
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.
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.
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.
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.
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.
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."
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 --------- ----- ----
* 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.
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
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
(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.
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(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.
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
(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.
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(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.
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES SCHEDULE IX - SHORT-TERM BORROWINGS FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(1) Interest is computed on a daily average basis. 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 ----
GEORGIA-PACIFIC CORPORATION
INDEX TO EXHIBITS FILED WITH THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1993
(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.
(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.
(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.
(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.
(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.