As filed with the Securities and Exchange Commission on July 3, 2002
Registration No. 333-48388
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
Georgia-Pacific Corporation
(Exact name of Registrant as specified in its charter)
---------------
GEORGIA 93-0432081
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
133 Peachtree Street, N.E.
Atlanta, GA 30303
(404) 652-4000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JAMES F. KELLEY
Executive Vice President and General Counsel
GEORGIA-PACIFIC CORPORATION
133 Peachtree Street, N.E.
Atlanta, GA 30303
(404) 652-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
JOHN B. TEHAN
SIMPSON THACHER & BARTLETT
425 Lexington Avenue
New York, New York 10017
---------------
Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement, as determined in
light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered in this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
(continued on following page)
Pursuant to Rule 429 under the Securities Act of 1933, when this
Registration Statement was declared effective on October 30, 2000, the
Prospectus contained in this Registration Statement and supplements to such
Prospectus was a combined Prospectus and also related to up to $750,000,000 of
then unsold securities registered under Registration Statement No. 333-80757
previously filed with the Commission on Form S-3 and declared effective on June
30, 1999. This Registration Statement also constituted Post-Effective Amendment
No. 1 to Registration Statement No. 333-80757 and such Post-Effective Amendment
No. 1 thereafter became effective concurrently with the effectiveness of this
Registration Statement and in accordance with Section 8(c) of the Securities
Act of 1933. Subsequently, $1,500,000,000 of debt securities were sold.
Accordingly, this Registration Statement no longer relates to Registration
Statement No. 333-80757. Upon the effectiveness of this post-effective
amendment, this Registration Statement will relate to an aggregate of
$1,500,000,000 of Debt Securities, Preferred Stock, Georgia-Pacific
Corporation--Georgia-Pacific Group Common Stock, Georgia-Pacific Group Rights
to Purchase Series B Junior Preferred Stock, Warrants, Stock Purchase Contracts
and Stock Purchase Units.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, dated July 3, 2002
PROSPECTUS
[Logo of Georgia-Pacific] $1,500,000,000
Georgia-Pacific Corporation
Georgia-Pacific Corporation may offer and sell--
. Debt Securities
. Preferred Stock
. Georgia-Pacific Corporation--Georgia-
Pacific Group Common Stock (listed on
the New York Stock Exchange as Common
Stock) and Georgia-Pacific Group
Rights to Purchase Series B Junior
Preferred Stock
. Warrants
. Stock Purchase Contracts
. Stock Purchase Units
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplements carefully
before you invest.
This prospectus may be used to offer and sell securities only if accompanied
by the prospectus supplement for those securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved these securities or determined that this prospectus
supplement or the prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.
, 2002
TABLE OF CONTENTS
Page
----
ABOUT THIS PROSPECTUS..................................................... 1
WHERE YOU CAN FIND MORE INFORMATION....................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 2
THE COMPANY............................................................... 3
USE OF PROCEEDS........................................................... 5
RATIO OF EARNINGS TO FIXED CHARGES........................................ 5
DESCRIPTION OF DEBT SECURITIES............................................ 6
General................................................................. 6
Subordination of Subordinated Debt Securities........................... 8
Certain Covenants....................................................... 9
Certain Definitions..................................................... 11
Merger, Sale and Lease.................................................. 11
Conversion Rights....................................................... 12
Events of Default....................................................... 12
Modification and Waiver................................................. 13
Discharge, Defeasance and Covenant Defeasance........................... 14
Book-Entry Securities................................................... 15
Concerning the Trustees................................................. 16
DESCRIPTION OF PREFERRED STOCK............................................ 16
General................................................................. 17
Rank.................................................................... 17
Dividend Rights......................................................... 18
Voting Rights........................................................... 18
Liquidation Rights...................................................... 18
Redemption.............................................................. 19
Conversion.............................................................. 19
DESCRIPTION OF COMMON STOCK............................................... 19
Authorized and Outstanding Shares....................................... 19
Dividends............................................................... 20
Voting Rights........................................................... 20
Liquidation............................................................. 20
Determinations by Our Board of Directors................................ 20
Preemptive Rights....................................................... 20
Restated Rights Agreement............................................... 20
Certain Anti-Takeover Provisions of Georgia Law, Our Restated Articles
of Incorporation and Bylaws and Our Restated Rights Agreement.......... 22
DESCRIPTION OF WARRANTS................................................... 26
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS.......... 27
BOOK-ENTRY ISSUANCE....................................................... 27
PLAN OF DISTRIBUTION...................................................... 29
LEGAL MATTERS............................................................. 30
EXPERTS................................................................... 30
i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, the "Commission", utilizing a "shelf"
registration process. Under this shelf process, we may from time to time sell
any combination of the securities described in this prospectus in one or more
offerings up to a total dollar amount of $1,500,000,000.
We provide information to you about the securities in two separate
documents that progressively provide more detail:
. this prospectus, which contains general information, some of which may
not apply to your securities; and
. the accompanying prospectus supplement, which describes the terms of
your securities and may also add, update or change information contained
in this prospectus.
If the terms of your securities vary between the accompanying prospectus
supplement and this prospectus, you should rely on the different information
in the prospectus supplement.
You should read both this prospectus and any prospectus supplement together
with the additional information described under the heading "Where You Can
Find More Information" to learn more about us and the securities we are
offering.
Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus to "Georgia-Pacific", "we", "us", "our" or
similar references mean Georgia-Pacific Corporation and its consolidated
subsidiaries.
1
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Commission. You may read and copy any document that we
file at the Public Reference Room of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Information on the operation of the Public Reference
Room may be obtained by calling the Commission at 1-800-SEC-0330. You may also
inspect our filings over the Internet at the Commission's home page at
http://www.sec.gov. You may also inspect reports and other information we file
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005, on which exchange our Common Stock (formerly listed as Georgia-
Pacific Corporation--Georgia-Pacific Group Common Stock) is traded.
This prospectus constitutes part of Registration Statements on Form S-3
filed with the Commission under the Securities Act of 1933. It omits some of
the information contained in the Registration Statements, and you should refer
to the Registration Statements for further information about us and the
securities offered by this prospectus. Any statement contained in this
prospectus concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission is not
necessarily complete, and in each instance you should refer to the copy of the
document filed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to disclose important information to you by
referring you to documents we have filed or will file with them. The
information "incorporated by reference" is an important part of this
prospectus, and information that we file later with the Commission will
automatically update and supersede previously filed information. We incorporate
by reference the documents listed below and any future filings made with the
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until the offering of all of the securities is completed:
. our Annual Report on Form 10-K for the year ended December 29, 2001;
. our Quarterly Report on Form 10-Q for the quarter ended March 30, 2002;
and
. our Current Report on Form 8-K filed January 24, 2002, April 12, 2002,
April 19, 2002 and May 8, 2002.
You may request a copy of these filings, at no cost, by directing your
written or oral request to James F. Kelley, Executive Vice President and
General Counsel, Georgia-Pacific Corporation, 133 Peachtree Street, N.E.,
Atlanta, Georgia 30303, (404) 652-4000.
2
THE COMPANY
Georgia-Pacific was organized in 1927 under the laws of the State of
Georgia. Today, we are engaged in five principal business operations:
. the manufacture of tissue products (including bath tissue, paper
towels and napkins) and disposable tabletop products (including
disposable cups, plates and cutlery);
. the manufacture of containerboard and packaging (including
linerboard, medium, kraft and corrugated packaging);
. the manufacture of bleached pulp and paper (including paper, market
and fluff pulp and bleached board);
. the distribution of paper products and supplies manufactured by us
or purchased from others; and
. the manufacture and distribution of building products (including
plywood, oriented strand board, various industrial wood products and
softwood and hardwood lumber as well as certain non-wood products,
including gypsum board, chemicals and other products).
During 2001, we, through our timber and timberlands business referred to as
"The Timber Company", also engaged in the growing of timber on approximately
4.7 million acres of timberlands that we owned or leased. In 2001, these
timberlands supplied approximately 10% of the overall timber requirements of
our manufacturing facilities. On October 6, 2001, we completed the spin off of
The Timber Company which merged with and into Plum Creek Timber Company, Inc.
("Plum Creek"). See note 3 to our consolidated financial statements
incorporated by reference in this prospectus. When the merger with Plum Creek
was completed, all shares of Georgia-Pacific Corporation--Timber Group Common
Stock were converted into shares of Plum Creek common stock. As a result,
shares of Georgia-Pacific Corporation--Georgia-Pacific Group Common Stock are
the only shares of common stock of Georgia-Pacific outstanding. We renamed the
Georgia-Pacific Group Stock for New York Stock Exchange listing purposes. As of
December 31, 2001, it is called Common Stock of Georgia-Pacific. See
"Description of Common Stock."
Our principal offices are located at 133 Peachtree Street, N.E., Atlanta, GA
30303 and our telephone number is (404) 652-4000.
Our board of directors has approved a plan to separate our consumer
products, packaging, and paper and pulp businesses from our building products
and distribution businesses. The major elements of this plan are the following:
. We will contribute the assets and liabilities relating to our consumer
products, packaging and paper and pulp businesses to CP&P, Inc.
("CP&P"), our newly-formed wholly owned subsidiary;
. We will sell up to $1 billion of senior subordinated notes and borrow
approximately $ million under a new secured senior credit
facility;
. Unisource, a subsidiary of ours, will borrow approximately $
million under a new secured senior credit facility;
. We will use the proceeds from the sale of our notes and the borrowings
under the two new credit facilities to retire a portion of our existing
debt;
. CP&P will assume approximately $2.6 billion of our indebtedness,
including obligations relating to up to approximately $869 million of
industrial revenue bonds;
3
. CP&P will offer to exchange 16 series of its new debt securities for 16
series of outstanding publicly held debt securities of ours having an
aggregate principal amount of approximately $5.65 billion that CP&P will
assume from us; and if any holders of those outstanding debt securities
fail to accept CP&P's exchange offer, those outstanding debt securities
will remain our obligations but CP&P will assume and then refinance an
equal principal amount of our other debt;
. CP&P will borrow approximately $ million under a new unsecured
senior credit facility;
. CP&P will sell common stock that will represent approximately % of its
shares in a public offering, or IPO, that it expects will raise
approximately $1 billion;
. CP&P will use the proceeds from the borrowings under its new credit
facility and the sale of its common stock to retire a portion of the
debt it assumes from us; and
. Approximately six months after completion of the public offering of
CP&P's common stock, we intend to distribute the remaining shares of
common stock we hold in CP&P to our shareholders.
We refer to the transaction in which we will distribute the remaining shares
we hold in CP&P to our shareholders as the "distribution", and we refer to the
other transactions described in the bullets above as the "reorganization
transactions." We and CP&P reserve the right to modify any or all of the
reorganization transactions in any respect or to terminate the plan. CP&P may
also make a public offering of securities convertible into its common stock as
part of the reorganization transactions. Moreover, even if the reorganization
transactions are completed as planned, we reserve the right to delay or cancel
the distribution altogether or to convert CP&P into an independent publicly
owned entity through a mechanism other than the distribution.
4
USE OF PROCEEDS
Unless we otherwise indicate in the applicable prospectus supplement, we
will use net proceeds from the sale of the securities offered by this
prospectus and the applicable prospectus supplement for general corporate
purposes. General corporate purposes may include the refinancing of existing
debt, the reduction of debt, possible acquisitions, and investments in, or
extension of credit to, our subsidiaries.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the periods indicated is
as follows:
Fiscal Year Ended Three Months
------------------------ Ended
1997 1998 1999 2000 2001 March 30, 2002
---- ---- ---- ---- ---- --------------
Ratio of earnings to fixed charges
(unaudited)*......................... ** 1.5 3.5 1.8 ** 1.4
Deficiency in earnings available to
cover fixed charges (unaudited)**.... $129 n/a n/a n/a $305 n/a
--------
* The ratios presented for fiscal years ended 1997, 1998, 1999 and 2000 have
been reclassified to conform with the 2001 presentation. The 2001
presentation reflects the spin off of The Timber Company, which merged with
and into Plum Creek, that was completed on October 6, 2001.
** Earnings are inadequate to cover fixed charges. Accordingly, the deficiency
is reported for the deficient years.
The ratio of earnings to fixed charges is computed by dividing "earnings",
which consist of (1) income before income taxes, extraordinary items and
accounting changes, (2) interest expense (excluding interest capitalized during
the period and including amortization of previously capitalized interest) and
(3) one-third of rental expense (the portion deemed representative of
interest), by "fixed charges", which consist of (1) total interest costs
(including interest capitalized during the period) and (2) one-third of rental
expense.
On or about April 22, 1999, we determined to change our fiscal year from
December 31 to end on the Saturday closest to December 31. Additionally, we
report our quarterly periods on a 13-week basis ending on a Saturday. The
impact of one additional day on the year ended January 1, 2000 was not
material.
We do not have, and have not had, any Preferred Stock outstanding during the
periods indicated. Accordingly, we cannot show you the ratio of combined fixed
charges and Preferred Stock dividends to earnings.
5
DESCRIPTION OF DEBT SECURITIES
We may from time to time offer and sell debt securities, consisting of
debentures, notes and/or other unsecured evidences of indebtedness, the "Debt
Securities". The Debt Securities will be either our unsecured senior debt
securities, the "Senior Debt Securities", or our unsecured subordinated debt
securities, the "Subordinated Debt Securities". The Senior Debt Securities will
be issued under an indenture, the "senior indenture", between us and The Bank
of New York, as Trustee, the "senior trustee". The Subordinated Debt Securities
are to be issued under a second indenture, the "subordinated indenture", which
will be entered into between us and The Bank of New York, as Trustee, the
"subordinated trustee". The senior indenture and the subordinated indenture are
together called the "indentures" and the senior trustee and the subordinated
trustee are together called the "trustees".
The following summary of certain provisions of the Indentures is not
complete. You should refer to the indentures. We have filed or incorporated by
reference copies of the indentures as exhibits to the registration statement of
which this prospectus is a part, Registration Statement File No. 333-48388, the
"Registration Statement". Section references below are to the section in the
applicable indenture. Capitalized terms have the meanings assigned to them in
the applicable indenture. The referenced sections of the indentures and the
definitions of capitalized terms are incorporated by reference.
We have summarized below the general terms and provisions of the Debt
Securities. We will describe the particular terms of the Debt Securities
offered by any prospectus supplement in the prospectus supplement relating to
the offered Debt Securities.
We have substantial operations at the subsidiary level. Claims of creditors
of our subsidiaries, including general creditors, generally will have priority
as to the assets of subsidiaries over our claims and the claims of holders of
our indebtedness, including holders of the Debt Securities. We will rely on
cash generated from operations, including the operations of our subsidiaries,
and our available financing sources in order to meet our debt service
obligations.
General
The indentures do not limit the amount of Debt Securities that we may issue.
(section 301) Each indenture provides that Debt Securities may be issued from
time to time in one or more series. The Debt Securities will be our unsecured
obligations.
The indentures and the Debt Securities do not contain any provisions that
would:
. limit our ability or the ability of our subsidiaries to incur debt;
. require us or an acquiror to repurchase Debt Securities in the event of
a "change in control"; or
. afford holders of Debt Securities protection in the event of a highly
leveraged or similar transaction involving us or our subsidiaries.
You should read the applicable prospectus supplement for information with
respect to any deletions from, modifications of or additions to the events of
default or covenants described below that are applicable to the offered Debt
Securities.
Unless otherwise indicated in the applicable prospectus supplement,
principal of, premium, if any, and interest on the Debt Securities will be
payable at the corporate trust office of the trustees in the Borough of
Manhattan, The City of New York, provided that, at our option, interest may be
paid by mailing a check to the address of the person receiving interest as it
appears on the security register for the Debt Securities. Transfers of Debt
Securities, other than book-entry securities, may be made at the same location.
The Debt Securities will be issued only in fully registered form without
coupons and, unless otherwise indicated in the applicable prospectus
supplement, in denominations of $1,000 or integral multiples thereof. (section
302) We will not
6
charge for any registration of transfer or exchange of the Debt Securities, but
we may require payment of an amount sufficient to cover any tax or other
governmental charge imposed in connection with the transfer or exchange.
(section 305)
The prospectus supplement relating to the particular series of Debt
Securities being offered will specify the particular terms of those Debt
Securities. The terms may include:
. the title and type of the particular series of Debt Securities;
. any limit on the aggregate principal amount of the particular series of
Debt Securities;
. the date or dates on which the principal of the particular series of
Debt Securities will mature;
. the rate or rates, which may be fixed or variable, per year or the
method by which such rate or rates will be determined, at which the
particular series of Debt Securities will bear interest, if any;
. the date or dates from which interest, if any, will accrue, or the
method by which such date or dates will be determined, the date or dates
on which interest will be payable and the record dates for interest
payment dates;
. the place or places where the principal of, and premium, if any, and any
interest on the particular series of Debt Securities will be payable;
. the period or periods within which, the price or prices at which, and
the terms and conditions upon which, the particular series of Debt
Securities may be redeemed, in whole or in part, at our option;
. our obligation, if any, to redeem, repay or purchase the particular
series of Debt Securities pursuant to any sinking fund or analogous
provision or at the option of the holders and the period or periods
within which, the price or prices at which and the terms and conditions
upon which the particular series of Debt Securities will be redeemed,
repaid or purchased, in whole or in part, pursuant to such obligation;
. the currency or currencies of payment of principal of, premium, if any,
and interest on the particular series of Debt Securities;
. the index, if any, used to determine the amount of payment of principal
of, premium, if any, and interest on the particular series of Debt
Securities;
. in the case of a particular series of Subordinated Debt Securities, the
portion of the principal amount of the Subordinated Debt Securities
which will be payable upon the declaration of acceleration of the
maturity thereof;
. any additional restrictive covenants included for the benefit of the
holders of the particular series of Debt Securities;
. any additional events of default with respect to the particular series
of Debt Securities;
. in the case of a particular series of Subordinated Debt Securities,
whether that series will be convertible into shares of any class of
Common Stock and if so, the terms and conditions, which may be in
addition to or in lieu of the provisions contained in the subordinated
indenture, upon which the series will be convertible, including the
conversion price and conversion period;
. in the case of a particular series of Subordinated Debt Securities,
information with respect to book-entry procedures, if any; and
. any other terms of the particular series of Debt Securities not
inconsistent with the provisions of the indentures. (section 301)
7
Some of the Debt Securities may be issued as original issue discount Debt
Securities. Original issue discount Debt Securities are securities sold by us
for substantially less than their stated principal amount. Federal income tax
consequences and other special considerations applicable to any original issue
discount Debt Securities will be described in the applicable prospectus
supplement. (section 101)
Subordination of Subordinated Debt Securities
Our obligations to make any payment of the principal of and premium, if any,
and interest on the Subordinated Debt Securities will be subordinate and junior
in right of payment to all senior indebtedness and, in certain circumstances
relating to our liquidation, dissolution, termination or reorganization, to all
"additional senior obligations". (Article Thirteen of the subordinated
indenture) We cannot make any payment of the principal of and premium, if any,
or interest on the Subordinated Debt Securities if there is a default in
payment with respect to senior indebtedness or an event of default with respect
to any senior indebtedness that results in the acceleration of its maturity and
that default or event of default continues.
The subordinated indenture defines "senior indebtedness" as:
. all "indebtedness of Georgia-Pacific for money borrowed", whether now
outstanding or later created, assumed or incurred, other than:
. the Subordinated Debt Securities;
. any obligation "ranking on a parity with the Subordinated Debt
Securities"; or
. any obligation "ranking junior to the Subordinated Debt Securities";
and
. any deferrals, renewals or extensions of any such senior indebtedness.
The term "indebtedness of Georgia-Pacific for money borrowed" means any
obligation of, or any obligation guaranteed by, Georgia-Pacific for repayment
of borrowed money, whether or not evidenced by bonds, debentures, notes or
other written instruments, and any deferred obligations for payment of the
purchase price of property or assets acquired other than in the ordinary course
of business.
The subordinated indenture defines "additional senior obligations" as all
our indebtedness, whether now outstanding or later created, assumed or
incurred, for claims in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts and similar arrangements.
However, additional senior obligations do not include:
. any claims in respect of senior indebtedness; or
. any obligations:
. ranking on a parity with the Subordinated Debt Securities or
. ranking junior to the Subordinated Debt Securities.
For purposes of this definition, "claim" has the meaning assigned to it in
Section 101(4) of the United States Bankruptcy Code of 1978. The subordinated
indenture does not limit or prohibit the incurrence of senior indebtedness or
additional senior obligations.
The subordinated indenture defines "ranking on a parity with the
Subordinated Debt Securities" as any obligation of Georgia-Pacific that:
. ranks equally with and not prior to the Subordinated Debt Securities in
right of payment upon the happening of any insolvency, receivership,
conservatorship, reorganization, readjustment of debt, marshalling of
assets and liabilities or similar proceedings or any liquidation,
dissolution or termination of or relating to Georgia-Pacific as a whole,
whether voluntary or involuntary; and
8
. is specifically designated as ranking on a parity with the Subordinated
Debt Securities by express provision in the instrument creating or
evidencing such obligation. (section 101 of the subordinated indenture)
The subordinated indenture defines "ranking junior to the Subordinated Debt
Securities" as any obligation of Georgia-Pacific that:
. ranks junior to and not equally with or prior to the Subordinated Debt
Securities in right of payment upon the happening of any insolvency,
receivership, conservatorship, reorganization, readjustment of debt,
marshalling of assets and liabilities or similar proceedings or any
liquidation, dissolution or termination of or relating to Georgia-
Pacific as a whole, whether voluntary or involuntary; and
. is specifically designated as ranking junior to the Subordinated Debt
Securities by express provisions in the instrument creating or
evidencing that obligation. (section 101 of the subordinated indenture)
Upon any payment or distribution of assets to creditors upon any insolvency,
receivership, conservatorship, reorganization, readjustment of debt,
marshalling of assets and liabilities or similar proceedings or any
liquidation, dissolution or termination of or relating to Georgia-Pacific as a
whole, whether voluntary or involuntary, the holders of all senior indebtedness
will first be entitled to receive payment in full before the holders of the
Subordinated Debt Securities will be entitled to receive any payment of the
principal of and premium, if any, or interest on the Subordinated Debt
Securities. If, after paying the holders of senior indebtedness, any cash,
property or securities remain, those excess proceeds will first be applied to
pay in full all the additional senior obligations; then we can make payments on
the Subordinated Debt Securities.
If the holders of Subordinated Debt Securities receive payment and are aware
at the time of receiving payment that all senior indebtedness and additional
senior obligations have not been paid in full, then that payment will be held
in trust for the benefit of the holders of senior indebtedness or additional
senior obligations, as the case may be. (section 1301 of the subordinated
indenture) Because of this subordination, in the event of insolvency, holders
of the Subordinated Debt Securities may recover less, proportionately, than
holders of senior indebtedness and holders of additional senior obligations and
our general unsecured creditors.
Certain Covenants
Limitation on Liens
We may not, nor may we permit any restricted subsidiary, as defined below,
to, create or assume any mortgage, security interest, pledge or lien,
collectively, a "lien", upon any principal property, as defined below, or upon
the shares of stock or indebtedness of any restricted subsidiary, without
equally and ratably securing the Debt Securities. However, this restriction
does not apply to:
(1) liens on any principal property existing at the time of its
acquisition and liens created contemporaneously with or within 120 days
after (or created pursuant to firm commitment financing arrangements
obtained within that period) the completion of the acquisition, improvement
or construction of such property to secure payment of the purchase price of
such property or the cost of such construction or improvements;
(2) liens on property or shares of stock or indebtedness of a
corporation existing at the time it is merged into or its assets are
acquired by us or a restricted subsidiary;
(3) liens on property or shares of stock or indebtedness of a
corporation existing at the time it becomes a restricted subsidiary;
(4) liens securing debts of a restricted subsidiary to us and/or one or
more of our subsidiaries;
(5) liens in favor of a governmental unit to secure payments under any
contract or statute, or to secure debts incurred in financing the
acquisition of or improvements to property subject thereto;
(6) liens on timberlands in connection with an arrangement under which
we and/or one or more restricted subsidiaries are obligated to cut or pay
for timber in order to provide the lienholder with a specified amount of
money, however determined;
9
(7) liens created or assumed in the ordinary course of the business of
exploring for, developing or producing oil, gas or other minerals
(including borrowings in connection therewith) on, or on any interest in,
or on any proceeds from the sale of, property acquired for such purposes,
production therefrom (including the proceeds thereof), or material or
equipment located thereon;
(8) liens in favor of any customer arising in respect of and not
exceeding the amount of performance deposits and partial, progress, advance
or other payments by that customer for goods produced or services rendered
to that customer in the ordinary course of business;
(9) liens to extend, renew or replace any liens referred to in clauses
(1) through (8) or this clause (9) or any lien existing on the date of the
applicable Indenture;
(10) mechanics' and similar liens;
(11) liens arising out of litigation or judgments being contested; and
(12) liens for taxes not yet due, or being contested, landlords' liens,
tenants' rights under leases, easements, and similar liens not impairing
the use or value of the property involved. (section 1004)
See "Exemption from Limitations on Liens and Sale and Lease-Back".
Limitation on Sale and Lease-Back
Transactions involving sale and lease-back by us or one or more restricted
subsidiaries of any principal property, except for leases not exceeding three
years, are prohibited unless:
(1) we and/or such restricted subsidiary or subsidiaries would be
entitled to incur indebtedness secured by a lien on that property without
securing the Debt Securities;
(2) an amount equal to the value of the sale and lease-back is applied
within 120 days to:
. the voluntary retirement of indebtedness for borrowed money of
Georgia-Pacific or any restricted subsidiary maturing more than
one year after the date incurred and which is senior to or equal
with the Debt Securities in right of payment ("funded debt"); or
. the purchase of other property that will constitute principal
property having a value at least equal to the net proceeds of the
sale; or
(3) we and/or a restricted subsidiary shall deliver to the applicable
Trustee for cancellation funded debt (including the Debt Securities) in an
aggregate principal amount at least equal to the net proceeds of the sale.
(section 1005)
See "Exemption from Limitations on Liens and Sale and Lease-Back".
Exemption from Limitations on Liens and Sale and Lease-Back
We and/or one or more restricted subsidiaries are permitted to create or
assume liens or enter into sale and lease-back transactions that would not
otherwise be permitted under the limitations described under "Limitation on
Liens" and "Limitation on Sale and Lease-Back", provided that the sum of the
aggregate amount of all indebtedness secured by these liens (not including
indebtedness otherwise permitted under the exceptions described in clauses (1)
through (12) under "Limitation on Liens") and the value of all of these sale
and lease-back transactions (not including those that are for less than three
years or in respect of which indebtedness is retired or property is purchased
or Debt Securities are delivered, as described under "Limitation on Sale and
Lease-Back") will not exceed 5% of the net tangible assets, as defined below,
of us and our restricted subsidiaries. (section 1006)
Applicability of Covenants
Any series of Debt Securities may provide that any one or more of the
covenants described above, as well as certain provisions of the "Merger, Sale
and Lease" covenant described below, shall not be applicable to the Debt
Securities of such series. (section 1009)
10
Certain Definitions
The following terms are defined in more detail in section 101 of the
applicable indenture.
"Net tangible assets" means, at any date, the aggregate amount of assets
(less applicable reserves and other properly deductible items) after
deducting therefrom (1) all current liabilities, (2) any item representing
Investments in Unrestricted Subsidiaries, as defined in the applicable
indenture, and (3) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles, all of
the foregoing as set forth on the most recent consolidated balance sheet of
Georgia-Pacific and computed in accordance with generally accepted
accounting principles.
"Principal property" means any mill, manufacturing plant or facility or
timberlands owned by us or one or more restricted subsidiaries and located
within the continental United States, but does not include any such mill,
plant, facility or timberlands which are acquired after the date of the
applicable Indenture for the disposal of solid waste or control or
abatement of atmospheric pollutants or contaminants, or water, noise or
other pollutants, or which in the opinion of our board of directors is not
of material importance to our total business and our restricted
subsidiaries as an entirety, and does not include timberlands designated by
our board of directors as being held primarily for development or sale, or
minerals or mineral rights.
"Restricted subsidiary" means a subsidiary substantially all of the
property of which is located within the continental United States and which
itself, or with us or one or more other restricted subsidiaries, owns a
principal property.
"Subsidiary" means any corporation a majority of the outstanding voting
stock of which is owned or controlled by us or one or more subsidiaries and
which is consolidated in our accounts.
Merger, Sale and Lease
Under the senior indenture, we may consolidate with or merge into any other
corporation or sell, convey or lease all or substantially all of our
properties and assets to any person, without the consent of the holders of any
of the outstanding Senior Debt Securities, provided that:
. any successor or purchaser will expressly assume the due and punctual
payment of the principal of and interest on all the Senior Debt
Securities and the due and punctual performance and observance of all of
the covenants and conditions of the senior indenture to be performed by
us under a supplemental indenture; and
. we have delivered to the senior trustee an opinion of counsel stating
compliance with these provisions. (sections 801 and 804 of the senior
indenture)
Under the subordinated indenture, we may not consolidate with or merge into
any other corporation or sell, convey, exchange, transfer or lease all or
substantially all of our properties and assets to any person, unless:
. any successor or purchaser is a corporation organized under the laws of
any domestic jurisdiction;
. any such successor or purchaser expressly assumes our obligations on the
Subordinated Debt Securities and under the subordinated indenture;
. immediately after the transaction, no event of default, and no event
that, after notice or lapse of time or both, would become an event of
default, occurs and continues; and
. certain other conditions are met. (section 801 of the subordinated
indenture)
Under both indentures, if upon any merger of us with or into any other
corporation, or upon any sale or lease of all or substantially all of our
properties, any principal property of Georgia-Pacific or a restricted
subsidiary or any shares of stock or indebtedness of a restricted subsidiary
owned immediately prior to such merger, sale or lease would, thereupon, become
subject to any lien other than liens permitted, without securing
11
the Debt Securities under sections 1004 and 1006 of the applicable indenture
summarized above, prior to such event, we will secure the Debt Securities,
equally with all of our other obligations so secured, by a lien on such
principal property, shares or indebtedness prior to all liens other than any
liens existing up to that time thereon and liens so permitted by those sections
of the indenture. (section 802)
Conversion Rights
The terms and conditions, if any, upon which Subordinated Debt Securities
are convertible into shares of any class of Common Stock will be set forth in
the prospectus supplement relating to such series of Subordinated Debt
Securities. Such terms will include:
. the conversion price;
. the conversion period;
. provisions as to whether conversion will be at the option of the holder
or us;
. the events requiring an adjustment of the conversion price; and
. provisions affecting conversion in the event of the redemption of such
series of Subordinated Debt Securities.
Events of Default
Unless otherwise provided in the applicable prospectus supplement, the
indentures provide that the following events constitute events of default:
. failure to pay any interest upon any Debt Security when due, and that
failure continues for 30 days (in the case of the subordinated
indenture, whether or not payment is prohibited by the subordination
provisions);
. failure to pay the principal of, or premium, if any, on, any Debt
Security when due at its maturity or upon acceleration (in the case of
the subordinated indenture, whether or not payment is prohibited by the
subordination provisions);
. failure to deposit any sinking fund payment, when due, in respect of any
Debt Security of that series (in the case of the subordinated indenture,
whether or not payment is prohibited by the subordination provisions);
. failure to perform any other covenants or warranties in the applicable
Indenture, other than a covenant or warranty included in the applicable
indenture solely for the benefit of a series of Debt Securities under
the applicable Indenture other than that series, and that failure
continues for 90 days, in the case of the senior indenture, and 60 days,
in the case of the subordinated indenture, after written notice as
provided in the applicable Indenture;
. certain events of bankruptcy, insolvency or reorganization of Georgia-
Pacific; and
. any other event of default provided with respect to Debt Securities of
that series. (section 501)
Acceleration of Debt Securities. If an event of default with respect to Debt
Securities of any series at the time outstanding occurs and is continuing,
either the applicable trustee or the holders of at least 25% in aggregate
principal amount of outstanding Debt Securities of that series may declare the
principal amount (or, if those Debt Securities are original issue discount Debt
Securities, the portion of the principal amount specified in their terms) of
all Debt Securities of that series due and payable immediately. At any time
after a declaration of acceleration with respect to Debt Securities of any
series has been made but, before a judgment or decree based on acceleration has
been obtained, the holders of a majority in aggregate principal amount of the
outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul that acceleration if all events of default, other than the
non-payment of accelerated principal (or specified portion thereof) with
respect to Debt Securities of that series, have been cured or waived as
provided in the applicable indenture. (section 502)
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General. If there is a default in the payment of principal, premium, if any,
or interest, if any, or the performance of any covenant or agreement in the
Debt Securities or the indentures, the applicable trustee, subject to certain
limitations and conditions, may institute judicial proceedings to enforce
payment of that principal, premium, if any, or interest, if any, or to obtain
the performance of that covenant or agreement or any other proper remedy.
(section 503) Under certain circumstances, the applicable trustee may withhold
notice of a default to the holders of the securities if the applicable trustee
in good faith determines that the withholding of that notice is in the best
interest of the holders, and the applicable trustee will withhold the notice
for certain defaults for a period of 30 days. (section 602) You should review
the prospectus supplement relating to any series of Debt Securities that are
original issue discount Debt Securities for particular provisions relating to
acceleration of the stated maturity of a portion of the principal amount of
that series of original issue discount Debt Securities if an event of default
occurs and is continuing.
The indentures provide that, subject to the duty of the applicable trustee
during default to act with the required standard of care, the applicable
trustee does not have to exercise any of its rights or powers under the
applicable indenture at the request or direction of any of the holders, unless
those holders have offered to the applicable trustee reasonable security or
indemnity. (section 603) Subject to the foregoing sentence and to certain other
conditions, the holders of a majority in aggregate principal amount of the
outstanding Debt Securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the applicable trustee, or exercising any trust or power conferred on the
applicable trustee, with respect to the Debt Securities of that series.
(section 512)
No holders of any Debt Securities of any series may institute any proceeding
with respect to the applicable Indenture, or for the appointment of a receiver
or trustee or for any remedy relating to that appointment:
. unless those holders have already given to the applicable trustee
written notice of a continuing event of default;
. unless the holders of at least 25% in aggregate principal amount of the
outstanding Debt Securities of that series have made written request,
and offered reasonable indemnity, to the applicable trustee to institute
such a proceeding as trustee;
. if the trustee has received from the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of that series a
direction inconsistent with the written request; and
. unless the trustee has failed to institute the proceeding within 60
days. (section 507)
The above limitations do not apply to a suit instituted by holder of a Debt
Security for enforcement of payment of the principal of and premium, if any, or
interest on the Debt Security on or after the respective due dates described in
the Debt Security. (section 508)
We are required to furnish to each trustee annually a statement as to the
performance by us of certain of our obligations under the applicable indenture
and as to any default in such performance. (section 1007)
Modification and Waiver
We and the applicable trustee may modify and amend the indentures with the
consent of the holders of at least 66 2/3% in aggregate principal amount of the
outstanding Debt Securities of each series issued under the applicable
indenture and affected by the modification or amendment, but no such
modification or amendment may, without the consent of the holders of each
outstanding Debt Security of the series affected by the modification or
amendment:
. change the stated maturity of the principal of, or any installment of
principal of or interest on, any Debt Security of that series;
. reduce the principal amount of or premium, if any, or interest on, any
Debt Security of any series (including, in the case of an original issue
discount Debt Security, the amount payable upon acceleration of
maturity);
13
. change the place or currency of payment of principal of or the premium,
if any, or interest on any Debt Security of that series;
. impair the right of any holder to institute suit for the enforcement of
any payment on any Debt Security of such series;
. in the case of the Subordinated Debt Securities, modify the
subordination provisions in a manner adverse to the holders of the
Subordinated Debt Securities of that series; or
. reduce the percentage in principal amount of outstanding Debt Securities
of any series, the consent of whose holders is required for modification
or amendment of the applicable indenture or for waiver of compliance
with certain provisions of the applicable indenture or for waiver of
certain defaults. (section 902)
The holders of at least 66 2/3% in aggregate principal amount of the
outstanding Debt Securities of any series may, on behalf of all holders of that
series, waive compliance by us with certain restrictive provisions of the
applicable indenture. (section 1008) The holders of a majority in aggregate
principal amount of the outstanding Debt Securities of any series may, on
behalf of all holders of that series, waive any past default under the
applicable indenture, except a default in the payment of principal, premium, if
any, or interest and regarding certain covenants. (section 513)
Discharge, Defeasance and Covenant Defeasance
The applicable indenture with respect to Debt Securities of any series may
be discharged, subject to certain terms and conditions, when:
. either (1) all Debt Securities of such series have been delivered to the
applicable trustee for cancellation or (2) all Debt Securities of such
series not theretofore delivered to the applicable trustee for
cancellation (a) have become due and payable, (b) will become due and
payable at their stated maturity within one year, or (c) are to be
called for redemption within one year under arrangements satisfactory to
the applicable trustee for the giving of notice by the applicable
trustee, and we, in the case of (a), (b) or (c) of subclause (2), have
irrevocably deposited or caused to be deposited with the applicable
trustee as trust funds in trust for such purpose an amount in the
currency in which such Debt Securities are denominated sufficient to pay
and discharge the entire indebtedness on such Debt Securities for
principal and premium, if any, and interest to the date of such deposit
in the case of Debt Securities which have become due and payable or to
the stated maturity or redemption date, as the case may be;
. paid or caused to be paid all other sums payable under the applicable
indenture by us; and
. we have delivered to the applicable trustee an officers' certificate and
an opinion of counsel each stating that all conditions precedent therein
provided relating to the satisfaction and discharge of the applicable
indenture with respect to such series have been complied with. (section
401)
If so specified when the Subordinated Debt Securities of a particular series
are created, after we have deposited with the subordinated trustee, cash or
government securities, in trust for the benefit of the holders sufficient to
pay the principal of, premium, if any, and interest on the Subordinated Debt
Securities of such series when due, then we, at our option:
. will be deemed to have paid and satisfied our obligations on all
outstanding Subordinated Debt Securities of that series, which is known
as "defeasance and discharge"; or
. will cease to be under any obligation, other than to pay when due the
principal of, premium, if any, and interest on these Subordinated Debt
Securities, relating to the Subordinated Debt Securities of that series,
which is known as "covenant defeasance".
Under the subordinated indenture, we must also deliver to the subordinated
trustee an opinion of counsel to the effect that the holders of the
Subordinated Debt Securities will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit and defeasance and
discharge or covenant defeasance
14
and that federal income tax would be imposed on the holders in the same manner
as if such defeasance and discharge had not occurred. In the case of a
defeasance and discharge, such opinion must be based upon a ruling or
administrative pronouncement of the Internal Revenue Service.
When there is a defeasance and discharge, (1) the subordinated indenture
will no longer govern the Subordinated Debt Securities of that series, (2) we
will no longer be liable for payment and (3) the holders of that series of
Subordinated Debt Securities will be entitled only to the deposited funds. When
there is a covenant defeasance, however, we will continue to be obligated to
make payments when due if the deposited funds are not sufficient.
The obligations and rights under the subordinated indenture regarding
compensation, reimbursement and indemnification of the subordinated trustee,
optional redemption, mandatory and optional scheduled installment payments, if
any, registration of transfer and exchange of the Subordinated Debt Securities
of such series, replacement of mutilated, destroyed, lost or stolen
Subordinated Debt Securities and certain other administrative provisions will
continue even if we exercise our defeasance and discharge or covenant
defeasance options. (sections 403 and 404 of the subordinated indenture)
Under current federal income tax law, a covenant defeasance would not be
treated as a taxable exchange of Subordinated Debt Securities. Prospective
investors are urged to consult their own tax advisors as to the specific
consequences of a defeasance and discharge, including the applicability and
effect of tax laws other than the federal income tax law.
Book-Entry Securities
The Debt Securities of a series may be issued in the form of one or more
book-entry securities that will be deposited with a Depositary or its nominee
identified in the applicable prospectus supplement. In this case, book-entry
securities will be issued in aggregate denominations equal to the aggregate
principal amount of Debt Securities represented by such book-entry securities.
Unless and until it is exchanged in whole or in part for Debt Securities in
definitive registered form, a book-entry security may not be transferred except
as a whole by the applicable Depositary to a nominee of such Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor of the
Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any Debt
Securities to be represented by a book-entry security will be described in the
applicable prospectus supplement. We anticipate that the following provisions
will apply to all depositary arrangements.
Upon the issuance of a book-entry security, the Depositary for such book-
entry security or its nominee will credit, on its book-entry registration and
transfer system, the respective principal amounts of the Debt Securities
represented by such book-entry security to the accounts of persons that have
accounts with such Depositary, "participants". We or the underwriters or agents
will designate such accounts. Participants include securities brokers and
dealers, banks and trust companies, clearing corporations and certain other
organizations. Access to the Depositary's system is also available to others,
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly, "indirect participants". Persons who are not participants may
beneficially own book-entry securities held by the Depositary only through
participants or indirect participants.
Ownership of beneficial interests in any book-entry security will be shown
on, and the transfer of that ownership will be effected only through, records
maintained by the Depositary or its nominee (with respect to interests of
participants) and on the records of participants (with respect to interests of
indirect participants). The laws of some states require that certain purchasers
of securities take physical delivery of such securities in definitive form.
These laws, as well as the limits on participation in the Depositary's book-
entry system, may impair the ability to transfer beneficial interests in a
book-entry security.
15
So long as the Depositary or its nominee is the registered owner of a book-
entry security, such Depositary or such nominee will be considered the sole
owner or holder of the Debt Securities represented by such book-entry security
for all purposes under the applicable indenture. Except as provided below,
owners of beneficial interests in securities represented by book-entry
securities will not be entitled to have such Debt Securities registered in
their names, will not be entitled to receive physical delivery of such Debt
Securities in definitive form and will not be considered the owners or holders
of such Debt Securities under the applicable indenture.
Payments of principal of and any premium and interest on Debt Securities
registered in the name of the Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of the
book-entry securities representing such Debt Securities. We expect that the
Depositary for a series of Debt Securities or its nominee, upon receipt of any
payment of principal, premium or interest, will credit immediately
participants' accounts with payments in amounts proportionate to their
beneficial interests in the book-entry security, as shown on the records of
such Depositary or its nominee. We also expect that payments by participants
and indirect participants to owners of beneficial interests in such book-entry
security held through such persons will be governed by standing instructions
and customary practices, as is now the case with securities registered in
"street name", and will be the responsibility of such participants and indirect
participants. Neither we, the applicable trustee, any authenticating agent, any
paying agent nor the security registrar for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in any book-entry
security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests. (section 311)
If the Depositary for Debt Securities of a series notifies us that it is
unwilling or unable to continue as Depositary or if at any time the Depositary
ceases to be a clearing agency registered under the Exchange Act, we have
agreed to appoint a successor depositary. If such a successor is not appointed
by us within 90 days, we will issue Debt Securities of such series in
definitive registered form in exchange for the book-entry security. In
addition, we may at any time and in our sole discretion determine that the Debt
Securities of any series will no longer be represented by book-entry
securities. In that event, we will issue Debt Securities of such series in
definitive registered form in exchange for such book-entry securities. Further,
if we so specify with respect to the Debt Securities of a series, or if an
event of default, or an event which with notice, lapse of time or both would be
an event of default with respect to the Debt Securities of such series has
occurred and is continuing, an owner of a beneficial interest in a book-entry
security representing Debt Securities of such series may receive Debt
Securities of such series in definitive registered form. In any such case, an
owner of a beneficial interest in a book-entry security will be entitled to
physical delivery in definitive registered form of Debt Securities of the
series represented by such book-entry security equal in principal amount to
such beneficial interest and to have such Debt Securities registered in such
owner's name. (section 305) Debt Securities so issued in definitive form will
be issued in denominations of $1,000 and integral multiples of $1,000 and will
be issued in registered form only, without coupons.
Concerning the Trustees
We maintain customary banking relationships with The Bank of New York, and
The Bank of New York is a lender under our senior unsecured credit facilities.
DESCRIPTION OF PREFERRED STOCK
We have summarized below the general terms of the Preferred Stock, without
par value per share, "Preferred Stock", to which any prospectus supplement may
relate, and the Junior Preferred Stock, without par value per share, "Junior
Preferred Stock". The summary is not complete. We will describe some of the
terms of any series of the Preferred Stock or the Junior Preferred Stock, as
the case may be, offered by any prospectus supplement in the prospectus
supplement for that series of Preferred Stock or Junior Preferred Stock, as
applicable. If we indicate the terms of any such series in the prospectus
supplement, those terms may differ from the terms described below. We encourage
you to read our restated articles of incorporation which
16
have been filed with the Commission and the articles supplementary to our
restated articles of incorporation which will be filed with the Commission in
connection with the offering of the series of Preferred Stock or Junior
Preferred Stock.
General
We are authorized to issue up to 10,000,000 shares of Preferred Stock and
25,000,000 shares of Junior Preferred Stock, of which 5,000,000 shares have
been designated as Series B Junior Preferred Stock and 5,000,000 shares have
been designated as Series C Junior Preferred Stock. The shares of Series B
Junior Preferred Stock and Series C Junior Preferred Stock have been reserved
for issuance in connection with our restated rights agreement described under
"Description of Common Stock--Restated Rights Agreement". As of the date of
this prospectus, we had no Preferred Stock or Junior Preferred Stock
outstanding.
Our restated articles of incorporation authorize our board of directors to
provide for the issuance of Preferred Stock and Junior Preferred Stock in one
or more series, without shareholder action. Our board of directors can
determine the rights, preferences and limitations of each series. Prior to the
issuance of each series of Preferred Stock or Junior Preferred Stock, as the
case may be, our board of directors will adopt resolutions creating and
designating the series as a series of Preferred Stock or Junior Preferred
Stock, as applicable.
The Preferred Stock and the Junior Preferred Stock have the terms described
below, unless otherwise provided in the prospectus supplement relating to a
particular series of the Preferred Stock or Junior Preferred Stock, as the case
may be. You should read the prospectus supplement relating to the particular
series of the Preferred Stock or Junior Preferred Stock offered thereby for
specific terms, including:
. the designation of the series and the number of shares offered;
. the amount per share payable in the event of liquidation;
. the price at which the particular series of Preferred Stock or the
Junior Preferred Stock, as the case may be, will be issued;
. the dividend rate, the dates on which dividends will be payable and the
date from which dividends will commence to cumulate;
. any redemption, retirement or sinking fund provisions;
. whether the shares have voting rights, and the extent of any such voting
rights, including, without limitation, the right to elect directors;
. the terms and conditions, if any, on which shares may be converted;
. any other preferences, rights, restrictions and qualifications of shares
of such series permitted by law and the restated articles of
incorporation.
Rank
Any series of Preferred Stock will rank:
. senior to all classes of Common Stock and Junior Preferred Stock with
respect to dividend rights and liquidation rights;
. senior to classes of Preferred Stock with respect to either dividend
rights or liquidation rights where the terms of the Preferred Stock
entitle the holders to receipt of dividends or a liquidation
distribution, as the case may be, in preference or priority to the
holders of such other classes of Preferred Stock;
. equally with classes of Preferred Stock with respect to either dividend
rights or liquidation rights if the holders of the Preferred Stock are
entitled to receipt of dividends or a liquidation distribution, as the
case may be, without preference or priority one over the other; and
17
. junior to classes of Preferred Stock with respect to either dividend
other rights or liquidation rights if the rights of holders are subject
or subordinate to the rights of holders of such other classes of
Preferred Stock to receipt of dividends or a liquidation distribution,
as the case may be.
Any series of Junior Preferred Stock will rank:
. senior to all classes of Common Stock with respect to dividend rights
and liquidation rights;
. senior to classes of Junior Preferred Stock with respect to either
dividend rights or liquidation rights if the terms of the Junior
Preferred Stock entitle the holders to receipt of dividends or a
liquidation distribution, as the case may be, in preference or priority
to the holders of such other classes of Junior Preferred Stock;
. equally with classes of Junior Preferred Stock with respect to either
dividend rights or liquidation rights if the holders of the Junior
Preferred Stock are entitled to receipt of dividends or a liquidation
distribution, as the case may be, without preference or priority one
over the other; and
. junior to all classes of Preferred Stock with respect to dividend rights
and liquidation rights, and to classes of Junior Preferred Stock with
respect to either dividend rights or liquidation rights if the rights of
holders are subject or subordinate to the rights of holders of such
other classes of Junior Preferred Stock to receipt of dividends or a
liquidation distribution, as the case may be.
Dividend Rights
Dividends on the Preferred Stock and the Junior Preferred Stock are
cumulative.
Each series of Preferred Stock and Junior Preferred Stock will be entitled
to dividends as described in the prospectus supplement. Different series of
Preferred Stock and Junior Preferred Stock may be entitled to dividends at
different rates. The rate may be fixed or variable or both.
Holders of the Preferred Stock and Junior Preferred Stock of each series
will be entitled to receive, when, as and if declared by our board of
directors, cash dividends at the rates and on the dates described in the
prospectus supplement. Each dividend will be payable to the holders of record
as they appear on our stock record books on record dates determined by our
board of directors.
No full dividends may be declared or paid or funds set apart for the payment
of dividends on any equal securities unless dividends have been paid or set
apart for payment on the Preferred Stock or Junior Preferred Stock, as the case
may be. If full dividends are not paid, the Preferred Stock or Junior Preferred
Stock, as the case may be, will share dividends pro rata with the securities
ranking equally. No dividends may be declared or paid or funds set apart for
the payment of dividends on any junior securities unless full cumulative
dividends for all dividend periods terminating on or prior to the date of the
declaration or payment will have been paid or declared and a sum sufficient for
the payment set apart for payment on the Preferred Stock or Junior Preferred
Stock, as the case may be.
Voting Rights
Except as we indicate in the prospectus supplement, or except as required by
applicable law, the holders of the Preferred Stock and the Junior Preferred
Stock will not be entitled to any voting rights.
Liquidation Rights
If we liquidate, dissolve or terminate our affairs, either voluntarily or
involuntarily, the holders of each series of Preferred Stock and Junior
Preferred Stock will be entitled to receive, after we pay our debts and
liabilities and after we provide for liquidating distributions to holders of
securities senior to such series of Preferred Stock or Junior Preferred Stock,
as the case may be, and before we make any liquidating distributions to holders
of securities junior to such series of Preferred Stock or Junior Preferred
Stock, as the case may be,
18
liquidating distributions in the amount described in the prospectus supplement
relating to such series of Preferred Stock and Junior Preferred Stock, as the
case may be, plus an amount equal to accrued and unpaid dividends for all
dividend periods prior to that point in time.
If the amounts payable with respect to such series of Preferred Stock or
Junior Preferred Stock, as the case may be, and any other securities equal with
such series are not paid in full, the holders of such series of Preferred Stock
or Junior Preferred Stock and the securities equal with such series will share
proportionately in the distribution of our assets in proportion to the full
liquidation preferences to which they are entitled. After the holders of such
series of Preferred Stock or Junior Preferred Stock, as the case may be, are
paid in full, they will have no right or claim to any of our remaining assets.
Redemption
The prospectus supplement will state the terms, if any, on which shares of a
series of Preferred Stock or Junior Preferred Stock, as the case may be, may be
redeemable, in whole or in part, or subject to mandatory redemption pursuant to
a sinking fund.
Conversion
The prospectus supplement will state the terms, if any, on which shares of a
series of Preferred Stock or Junior Preferred Stock, as the case may be, are
convertible into other securities of ours.
DESCRIPTION OF COMMON STOCK
We have summarized below the material terms of the Common Stock. Our
restated articles of incorporation provide for two classes of Common Stock:
Georgia-Pacific Corporation--Georgia-Pacific Group Common Stock, par value $.80
per share ("Georgia-Pacific Group Stock"), and Georgia-Pacific Corporation--
Timber Group Common Stock, par value $.80 per share ("Timber Group Stock").
However, in connection with the merger of The Timber Company, which held all of
the assets and liabilities relating to our timber and timberlands business,
with Plum Creek, we redeemed on October 5, 2001 all of the outstanding shares
of Timber Group Stock with the common stock of six former subsidiaries of
Georgia-Pacific, which collectively held all of the assets and liabilities
attributed to The Timber Company. We refer to these six former subsidiaries as
the "Spincos." For each share of Timber Group Stock outstanding, we issued one
unit consisting of one share of common stock of each Spinco. On October 6,
2001, each of the Spincos merged with and into Plum Creek, with Plum Creek as
the surviving corporation. Pursuant to the merger agreement, each unit was
converted into the right to receive 1.37 shares of Plum Creek common stock.
Subsequently:
. registration of the Timber Group Stock under the Securities Exchange Act
of 1934 was terminated;
. the Timber Group Stock was delisted from the New York Stock Exchange;
and
. as of December 31, 2001, the Georgia-Pacific Group Stock was, for New
York Stock Exchange listing purposes, renamed Common Stock of Georgia-
Pacific.
Because we no longer own any timber or timberlands business, we will not
issue any shares of Timber Group Stock in the future. Consequently, although
our restated articles of incorporation continue to provide for Timber Group
Stock, the following summary describes the material terms of Georgia-Pacific
Group Stock, which we call Common Stock in this prospectus, as if it were our
only authorized class of common stock.
We encourage you to read our restated articles of incorporation and our
bylaws. You should also refer to the applicable provisions of the Georgia
Business Corporation Code.
Authorized and Outstanding Shares
We are authorized to issue up to 400,000,000 shares of Common Stock. At June
17, 2002, we had outstanding 230,081,104 shares of Common Stock.
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Dividends
Our ability to pay dividends on the Common Stock is limited by Georgia law.
Under Georgia law, dividends are limited to our legally available assets and
subject to the prior payment of dividends on any outstanding shares of
Preferred Stock and Junior Preferred Stock. Under Georgia law, assets are not
legally available for paying dividends if (1) we would not be able to pay our
debts as they become due in the usual course of business or (2) our total
assets would be less than our total liabilities plus, subject to some
exceptions, any amounts necessary to satisfy the preferential rights upon
dissolution of shareholders whose preferential rights are superior to those of
shareholders receiving the dividend.
Voting Rights
Under our restated articles of incorporation, the entire voting power of our
shareholders is vested in the holders of Common Stock. Except as otherwise
provided by law, by the terms of any outstanding Preferred Stock and Junior
Preferred Stock or by any provision of our restated articles of incorporation
restricting the power to vote on a specified matter to other shareholders,
holders of Common Stock are entitled to vote on any matter on which our
shareholders are, by law or by the provisions of our restated articles of
incorporation or our bylaws, entitled to vote. Each share of Common Stock has
one vote.
Liquidation
In the event of our liquidation, dissolution or termination, the holders of
Common Stock are entitled to receive ratably our assets, if any, remaining for
distribution after we pay our debts, other liabilities and full preferential
amounts to which the holders of any Preferred Stock or Junior Preferred Stock
are entitled.
Determinations by Our Board of Directors
Any determinations made in good faith by our board of directors with respect
to the rights of holders of Common Stock are final and binding on all of our
shareholders, subject to the rights of shareholders under applicable Georgia
law and under the federal and state securities laws.
Preemptive Rights
The holders of Common Stock do not have any preemptive rights.
Listing
The Common Stock is listed on the New York Stock Exchange under the symbol
"GP".
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is First Chicago Trust
Company of New York.
Restated Rights Agreement
Under our restated rights agreement, we have issued to all holders of Common
Stock rights to purchase Series B Junior Preferred Stock if a "distribution
date" occurs.
Until a distribution date occurs, the rights can be transferred only with
the Common Stock. On the occurrence of a distribution date, the rights will
separate from the Common Stock and become exercisable as described below.
A "distribution date" will occur upon the earlier of:
. the tenth day after a public announcement that a person or group of
affiliated or associated persons other than us, one of our subsidiaries
or one of our employee benefit plans (an "acquiring person") has
acquired beneficial ownership of 15% or more of the total voting rights
of the then outstanding shares of Common Stock; or
. the tenth business day following the commencement of a tender or
exchange offer that would result in such person or group beneficially
owning such voting rights.
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Following the distribution date, holders of rights will be entitled to purchase
from us one one-hundredth (1/100th) of a share of Series B Junior Preferred
Stock at a purchase price of $350, subject to adjustment.
If:
(1) any person or group becomes an acquiring person;
(2) an acquiring person engages in one or more "self-dealing" transactions
with us as described in our restated rights agreement;
(3) we are the surviving or continuing corporation in a merger or other
combination with an acquiring person and all of the Common Stock
remains outstanding and is not changed or exchanged; or
(4) while there is an acquiring person, there is a reclassification of
securities, recapitalization of Georgia-Pacific or other transaction
that increases by more than 1% the proportionate share of the
outstanding shares of any class or series of any equity securities of
Georgia-Pacific beneficially owned by the acquiring person,
then the rights will "flip-in". At that time, the rights beneficially owned by
any acquiring person will become null and void and each right will entitle its
holder to purchase, at the purchase price, a number of shares of Series B
Junior Preferred Stock with a market value equal to twice the purchase price.
If, following the date of a public announcement that an acquiring person has
become such:
(1) we are acquired in a merger or other business combination transaction
and we are not the surviving corporation;
(2) any person consolidates or merges with us and all or part of the Common
Stock is converted or exchanged for securities, cash or property or any
other person; or
(3) 50% or more of our assets or earning power is sold or transferred,
then the rights will "flip-over". At that time, each right will entitle its
holder to purchase, for the purchase price, a number of shares of common stock
of the surviving entity in any such merger, consolidation or other business
combination or the purchaser in any such sale or transfer with a market value
equal to twice the purchase price.
The rights will expire on December 31, 2007, unless we terminate them before
that time. A majority of the independent directors of our board may terminate
all of the rights without any payment to any holder of rights at any time until
the earlier of:
. the tenth day following a public announcement that an acquiring person
has become such; or
. December 31, 2007.
Once our board acts to terminate the rights, the right to exercise the rights
will terminate and each right will become null and void.
A holder of a right will not have any rights as a shareholder of Georgia-
Pacific, including the right to vote or to receive dividends, until a right is
exercised.
At any time prior to the occurrence of a distribution date, we may, without
the approval of any holders of rights, supplement or amend any provision of our
restated rights agreement in any manner, whether or not such supplement or
amendment is adverse to any holders of the rights. However, we may not
supplement or amend the principal economic terms, such as the expiration date
of the rights and the number and price of shares of Series B Junior Preferred
Stock for which a right is exercisable, without the approval of a majority of
the independent directors.
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From and after the occurrence of a distribution date, we may, without the
approval of any holder of rights, supplement or amend our restated rights
agreement:
. to cure any ambiguity;
. to correct or supplement any provision that may be defective or
inconsistent;
. subject to some exceptions, to shorten or lengthen any time period under
the restated rights agreement; or
. in any manner that we may deem necessary or desirable and which does not
adversely affect the interests of the holders of rights, other than an
acquiring person, and which does not change the principal economic
terms.
Certain Anti-Takeover Provisions of Georgia Law, Our Restated Articles of
Incorporation and Bylaws and Our Restated Rights Agreement
The following discussion concerns certain provisions of Georgia law, our
restated articles of incorporation, our bylaws and our restated rights
agreement that could be viewed as having the effect of discouraging an attempt
to obtain control of Georgia-Pacific.
Georgia Law
Under Georgia law, unless otherwise provided by a corporation's articles of
incorporation or bylaws, a merger or share exchange or sale of all or
substantially all of the corporation's assets must be approved by a majority of
all the votes entitled to be cast, voting as a single voting group.
Shareholders of the corporation surviving a merger or share exchange need not
approve the merger or share exchange if certain conditions are met. Neither our
restated articles of incorporation nor our bylaws contain a provision which
alters the requirements with respect to mergers or share exchanges or a sale of
all or substantially all of our assets under Georgia law.
We have elected in our bylaws to be covered by two provisions of Georgia law
that restrict business combinations with interested shareholders: the Business
Combinations Provision and the Fair Price Provision. Under Georgia law, once
adopted, these provisions may be repealed only by the affirmative vote of at
least 66 2/3% of the "continuing directors" and a majority of the votes
entitled to be cast by the voting shares, other than the voting shares
beneficially owned by an "interested shareholder" and, with respect to the Fair
Price Provision, his, her or its associates and affiliates. An "interested
shareholder" is defined as a holder of 10% or more of the outstanding voting
stock. "Continuing directors" are directors who served prior to the time the
interested shareholder acquired an ownership of 10% or more of the outstanding
voting stock and who are unaffiliated with the interested shareholder.
Interested Shareholder Transactions
The Business Combinations Provision generally prohibits us from entering
into certain business combination transactions with any interested shareholder
for a five-year period following the time that such shareholder became an
interested shareholder.
An interested shareholder may engage in a business combination transaction
with us within the five-year period only if:
. our board of directors approved the transaction before the shareholder
became an interested shareholder or approved the transaction in which
the shareholder became an interested shareholder;
. the interested shareholder acquired at least 90% of the voting stock
outstanding in the transaction in which it became an interested
shareholder; or
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. after becoming an interested shareholder, the interested shareholder
acquired additional shares resulting in the interested shareholder being
the beneficial owner of at least 90% of the outstanding voting shares,
excluding Insider Shares, and the transaction was approved at an annual
or special meeting of shareholders by the holders of a majority of the
voting stock entitled to vote, excluding from the vote, Insider Shares
and voting stock beneficially owned by the interested shareholder.
"Insider Shares" refer to shares owned by:
. persons who are directors or officers of Georgia-Pacific, their
affiliates or associates;
. our subsidiaries; and
. our employee stock plans under which participants do not have the right
to determine confidentially the extent to which shares held under such
plans will be tendered in a tender or exchange offer.
Fair Price Requirements
The Fair Price Provision imposes requirements on "business combinations" of
Georgia-Pacific with any interested shareholder. In addition to any vote
required by law or by our restated articles of incorporation, under the Fair
Price Provision, business combinations with an interested shareholder must meet
one of the following criteria:
. the transaction must be unanimously approved by our continuing
directors, provided that the continuing directors constitute at least
three members of our board of directors at the time the transaction is
approved;
. the transaction must be recommended by at least 66 2/3% of the
continuing directors and approved by a majority of the votes entitled to
be cast by the voting shares, other than the voting shares beneficially
owned by the interested shareholder who is, or whose affiliate is, a
party to the business combination; or
. the terms of the transaction must meet specified fair pricing criteria
and other tests.
These criteria are designed to protect our minority shareholders.
Our Restated Articles of Incorporation and Bylaws
Authorized Shares of Preferred Stock
Our restated articles of incorporation provide that we may from time to time
issue shares of Preferred Stock and Junior Preferred Stock in one or more
series, the terms of which will be determined by our board of directors. Our
restated articles of incorporation authorize 10,000,000 shares of Preferred
Stock and 25,000,000 shares of Junior Preferred Stock, of which 5,000,000
shares have been designated as Series B Junior Preferred Stock. The shares of
Series B Junior Preferred Stock have been reserved for issuance in connection
with our restated rights agreement. We will not solicit approval of our
shareholders unless our board of directors believes that approval is advisable
or is required by New York Stock Exchange rules or Georgia law.
The existence of authorized, unissued and unreserved Preferred Stock and
Junior Preferred Stock could enable our board of directors to issue shares to
persons friendly to current management which could render more difficult, or
discourage, an attempt to obtain control of Georgia-Pacific by means of a
merger, tender offer, proxy contest or otherwise, and protect the continuity of
our management. These additional shares also could be used to dilute the share
ownership of persons seeking to obtain control of Georgia-Pacific.
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Shareholder Nominations and Proposals
Our bylaws provide that any shareholder may present a nomination for a
directorship at an annual meeting of shareholders only if advance notice of
such nomination has been delivered to Georgia-Pacific not less than 60 days or
more than 75 days prior to the meeting. If less than 70 days' notice or public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder must be received not later than 10 days after the notice was
mailed or the disclosure made.
Similarly, any shareholder may present a proposal at an annual meeting only
if advance notice of the proposal has been delivered to Georgia-Pacific not
less than 120 calendar days before the date Georgia-Pacific's proxy statement
is released to shareholders in connection with the previous year's annual
meeting.
The foregoing notices must describe:
. the proposal to be brought at the meeting or the nominee for director,
as applicable;
. personal information regarding the shareholder giving the notice and any
persons acting with the shareholder with respect to the proposal;
. the class and number of shares owned by the shareholder; and
. such other information as our board of directors reasonably determines
is necessary or appropriate to enable our board of directors and
shareholders to consider the proposal.
These procedural requirements could have the effect of delaying or
preventing the submission of matters proposed by any shareholder to a vote of
the shareholders.
Staggered Board
Our board of directors is divided into three classes of directors serving
staggered three-year terms. Each class consists of, as nearly as possible, one-
third of the total number of directors.
The classification of directors makes it more difficult for shareholders to
change the composition of our board of directors. At least two annual meetings
of shareholders, instead of one, generally will be required to change the
majority of our board of directors. The classification provisions of our bylaws
and restated articles of incorporation could discourage a third party from
initiating a proxy contest, making a tender offer or otherwise attempting to
obtain control of Georgia-Pacific.
Increase in the Number of Directors
Our bylaws provide that the number of directors may be increased or
decreased by amendment of the bylaws either by:
. our board of directors; or
. the affirmative vote of at least 75% of the voting power of the
outstanding capital stock entitled to vote generally in the election of
directors, voting as a separate voting group.
Filling Vacancies
Our bylaws provide that any vacancy on our board of directors may be filled:
. by a majority of the remaining members of the board though less than a
quorum or by the sole remaining director, as the case may be; or
. if the vacancy is not filled by such remaining director or directors or
if no director remains, by the holders of the shares of capital stock
who are entitled to vote for the director with respect to which the
vacancy is being filled.
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However, if a vacancy occurs with respect to a director elected by a particular
class or series of shares voting as a separate voting group, our bylaws provide
that that vacancy may be filled:
. by the remaining director or directors elected by that class or series;
or
. if no director remains, by the holders of that class or series.
Any vacancy arising by reason of an increase in the number of directors may
only be filled by our board of directors.
Accordingly, our board of directors could temporarily prevent any
shareholder from enlarging our board and filling the new directorships with
such shareholder's own nominees.
Special Meetings of Shareholders
Under Georgia law and our bylaws, we must call a special meeting of the
shareholders if called by:
. the chairman or any vice chairman of our board of directors;
. our chief executive officer;
. our president;
. our chief operating officer; or
. any two members of our board of directors.
In addition, a special meeting must be called as set forth in our restated
articles of incorporation or upon the written demand of the holders of at least
75% of the voting power of the outstanding capital stock entitled to vote on
any issue proposed to be considered at the proposed special meeting, voting as
a separate voting group, or the termination of the exclusive right of one or
more classes or series of capital stock, voting as a separate voting group, to
vote for directors, when requested by the holders of 10% of the aggregate
voting power of the outstanding capital stock then entitled to vote generally
in the election of directors.
Restrictions on Amendments of Our Restated Articles of Incorporation
Amendments to our restated articles of incorporation must be recommended to
the shareholders by our board of directors and approved at a properly called
meeting of shareholders by a majority of the voting power of the outstanding
capital stock entitled to vote generally in the election of directors, voting
together as a single voting group. However, the affirmative vote of the holders
of at least 75% of the voting power of the outstanding capital stock entitled
to vote generally in the election of directors, voting together as a single
voting group, is required to amend, change, repeal or add any provision of our
restated articles of incorporation relating to:
. the Series A Junior Preferred Stock; or
. the provisions establishing the required votes for amending our restated
articles of incorporation or our bylaws.
Restrictions on Amendments of Our Bylaws
Amendments to our bylaws may be approved by an affirmative vote of a
majority of all our directors then in office. However, the shareholders may
prescribe that any bylaw or bylaws adopted by them shall not be altered,
amended or repealed by our board of directors.
Amendments to our bylaws also may be approved by the affirmative vote of the
holders of a majority of the voting power of the outstanding capital stock
entitled to vote generally in the election of directors, voting together as a
single voting group. However, the affirmative vote of the holders of at least
75% of the voting power of the outstanding capital stock entitled to vote
generally in the election of directors, voting together as a single voting
group, is required to amend, change, repeal or add any provision of our bylaws
relating to:
. the number of members of our board of directors;
. the classification of our board of directors;
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. the procedure for nominating directors;
. calling special meetings of the shareholders;
. calling special meetings of our board of directors;
. establishing a quorum at a meeting of our board of directors; or
. establishing an act of our board of directors.
Social Responsibility Provision
Our restated articles of incorporation permit our board of directors to
consider any pertinent factors, including general, social and economic effects,
in discharging its duties and in determining what is in the best interests of
Georgia-Pacific. Consequently, our board of directors is authorized to consider
factors other than the interests of the shareholders when considering an
acquisition offer.
Our Restated Rights Agreement
As described under "--Restated Rights Agreement", our restated rights
agreement will permit disinterested shareholders to acquire additional shares
of Georgia-Pacific or of an acquiring company at a substantial discount in the
event of certain described changes in control. Our restated rights agreement is
intended to discourage anyone from buying shares of Common Stock having more
than 15% of the total voting power of Georgia-Pacific without approval of our
board of directors.
DESCRIPTION OF WARRANTS
We may issue warrants, the "Warrants", to purchase Debt Securities,
Preferred Stock or Common Stock, collectively, the "Securities". Warrants may
be issued independently or together with Debt Securities, Preferred Stock or
Common Stock and may be attached to or separate from any offered securities.
Each series of Warrants will be issued under a separate warrant agreement, each
a "Warrant Agreement", to be entered into between us and a warrant agent, the
"Warrant Agent". The Warrant Agent will act solely as our agent in connection
with the Warrants and will not assume any obligation or relationship of agency
or trust for or with holders or beneficial owners of Warrants.
We have summarized below the general terms and provisions of the Warrants
that we may offer. We will describe further terms of the Warrants and the
applicable Warrant Agreement in the prospectus supplement.
The prospectus supplement will describe the following terms, where
applicable, of the Warrants in respect of which this prospectus is being
delivered:
. the title of the Warrants;
. the aggregate number of the Warrants;
. the price or prices at which the Warrants will be issued;
. the designation, aggregate principal amount and terms of the securities
purchasable upon exercise of the Warrants;
. the designation and terms of the securities with which the Warrants are
issued and the number of the Warrants issued with each such security;
. if applicable, the date on and after which the Warrants and the related
securities will be separately transferable;
. the price at which the securities purchasable upon exercise of the
Warrants may be purchased;
. the date on which the right to exercise the Warrants will commence and
the date on which the right will expire;
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. the minimum or maximum amount of the Warrants which may be exercised at
any one time;
. information with respect to book-entry procedures, if any;
. a discussion of certain federal income tax considerations; and
. any other terms of the Warrants, including terms, procedures and
limitations relating to the exchange and exercise of the Warrants.
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, "Stock Purchase Contracts",
representing contracts obligating holders to purchase from us, and us to sell
to the holders, a specified number of shares of either class or both classes of
Common Stock at a future date or dates. The price per share of Common Stock and
number of shares of Common Stock may be fixed at the time the Stock Purchase
Contracts are issued or may be determined by reference to a specific formula
set forth in the Stock Purchase Contracts. The Stock Purchase Contracts may be
issued separately or as a part of stock purchase units, "Stock Purchase Units",
consisting of a Stock Purchase Contract and Debt Securities or debt obligations
of third parties, including U.S. Treasury securities, securing the holders'
obligations to purchase the Common Stock under the Stock Purchase Contracts.
The Stock Purchase Contracts may require us to make periodic payments to the
holders of the Stock Purchase Units or vice-versa. These payments may be
unsecured or prefunded on some basis. The Stock Purchase Contracts may require
holders to secure their obligations thereunder in a specified manner.
The prospectus supplement will describe the terms of any Stock Purchase
Contracts or Stock Purchase Units.
BOOK-ENTRY ISSUANCE
Unless otherwise specified in the applicable prospectus supplement, the
securities, including the Debt Securities, the Preferred Stock, the Stock
Purchase Contracts and the Stock Purchase Units may be issued in whole or in
part in global form ("global securities"). Such global securities may be issued
only in fully registered form and in either temporary or permanent form.
Specific terms for each security described in this prospectus will be set forth
in the applicable prospectus supplement relating to that security.
Unless otherwise specified in the applicable prospectus supplement, the
depositary for the global securities will be The Depository Trust Company
("DTC").
The global securities will be issued as fully registered securities
registered in the name of Cede & Co. (DTC's partnership nominee). One or more
fully registered global securities will be issued for each issue of securities,
each in the aggregate principal or stated amount of such issue, and will be
deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants ("participants") deposit with DTC. DTC
also facilitates the settlement among participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
of DTC ("direct participants") include securities brokers and dealers, banks
trust companies, clearing corporations and certain other organizations. DTC is
owned by a number of its direct participants and by the NYSE, the American
Stock Exchange, Inc. and the National Association of Securities Dealers, Inc.
Access to DTC's system is also available to others such as securities brokers
and dealers, banks
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and trust companies that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly ("indirect
participants"). The rules applicable to DTC and its participants are on file
with the Commission.
Purchases of securities under DTC's system must be made by or through direct
participants, which will receive a credit for such securities on DTC's records.
The ownership interest of each actual purchaser of each security ("beneficial
owner") is in turn to be recorded on the records of direct participants and
indirect participants. Beneficial owners will not receive written confirmation
from DTC of their purchases, but beneficial owners are expected to receive
written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the direct participants or indirect
participants through which such beneficial owners entered into the
transactions. Transfers of ownership interests in the securities are to be
accomplished by entries made on the books of participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates representing
their securities, except in the event that use of the book-entry system for the
securities is discontinued.
To facilitate subsequent transfers, all global securities that are deposited
with, or on behalf of, DTC are registered in the name of DTC's nominee, Cede &
Co. The deposit of global securities with, or on behalf of, DTC and their
registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual beneficial owners of the
securities; DTC's records reflect only the identity of the direct participants
to whose accounts such securities are credited, which may or may not be the
beneficial owners. The participants will remain responsible for keeping account
of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither DTC nor Cede & Co. will consent to vote with respect to the global
securities. Under its usual procedures, DTC will mail an omnibus proxy to us as
soon as possible after the applicable record date. The omnibus proxy assigns
Cede & Co.'s consenting or voting rights to those direct participants to whose
accounts the securities are credited on the applicable record date (identified
in a listing attached to the omnibus proxy).
Redemption proceeds, distributions, principal payments and any premium,
interest or other payments on the global securities will be made to Cede & Co.,
as nominee of DTC. DTC's practice is to credit direct participants' accounts on
the applicable payment date in accordance with their respective holdings shown
on DTC's records unless DTC has reason to believe that it will not receive
payment on such date. Payments by participants to beneficial owners will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such participant and not of
DTC, Georgia-Pacific, the applicable Trustee or the purchase contract agent,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of redemption payments, principal and any premium,
interest or other payments to DTC is the responsibility of us, the purchase
contract agent, the applicable paying agent, disbursement of such payments to
direct participants will be the responsibility of DTC, and disbursement of such
payments to the beneficial owners will be the responsibility of direct
participants and indirect participants.
If applicable, redemption notices will be sent to Cede & Co. If less than
all of the securities of like tenor and terms are being redeemed, DTC's
practice is to determine by lot the amount of the interest of each direct
participant in such issue to be redeemed. Any Preferred Stock to be redeemed
will be selected by DTC on a pro rata basis in accordance with DTC's customary
procedures.
A beneficial owner will give notice of any option to elect to have its
interest in a global security repaid by us, through its participant, to the
senior trustee, and will effect delivery of such interest by causing the direct
participant to transfer the participant's interest in the global security or
securities on DTC's records, to the
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senior trustee. The requirement for physical delivery in connection with a
demand for repayment will be deemed satisfied when the ownership rights in the
global security or securities are transferred by direct participants on DTC's
records.
The foregoing information with respect to DTC has been provided to its
participants and other members of the financial community for information
purposes only and is not intended to serve as a representation, warranty, or
contract modification of any kind.
DTC may discontinue providing its services as securities depositary with
respect to the global securities at any time by giving reasonable notice to the
applicable issuer or the applicable trustee. Under such circumstances, in the
event that a successor securities depositary is not obtained, certificates for
the securities are required to be printed and delivered.
We may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, certificates
for the securities will be printed and delivered.
The information in this section concerning DTC and DTC's system has been
obtained from sources that we believe to be reliable, but we take no
responsibility for the accuracy thereof.
PLAN OF DISTRIBUTION
We may sell securities to or through underwriters or dealers, directly to
other purchasers or through agents. Each prospectus supplement will describe
the method of distribution of the securities that are being offered.
The distribution of the securities may take place from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of securities, underwriters may receive
compensation from us or from purchasers of securities for whom they may act as
agents in the form of discounts, concessions or commissions. Underwriters may
sell securities to or through dealers, and the dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the distribution of
securities may be deemed to be underwriters, and any discounts or commissions
received by them from us and any profit on the resale of securities by them may
be deemed to be underwriting discounts and commissions, under the Securities
Act. Any underwriter or agent will be identified, and any compensation received
from us will be described, in the prospectus supplement.
If so indicated in the applicable prospectus supplement and subject to
existing market conditions, we will authorize underwriters or other persons
acting as our agents to solicit offers by certain institutions to purchase
offered Debt Securities from us pursuant to contracts providing for payment and
delivery on a future date. Institutions with which such contracts may be made
include but are not limited to commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved by
us. The obligations of any purchaser under any such contract will be subject to
the condition that the purchase of the offered Debt Securities will not at the
time of delivery be prohibited under the laws of the jurisdiction to which the
purchaser is subject. The underwriters and the other agents will not have any
responsibility in respect of the validity or performance of the contracts.
Securities may also be offered and sold, if so indicated in a prospectus
supplement, in connection with a remarketing upon their purchase, in accordance
with a redemption or repayment pursuant to their terms, or otherwise, by one or
more firms ("remarketing firms") acting as principals for their own accounts or
as agents
29
for us. Any remarketing firm will be identified and the terms of its agreement,
if any, with us and its compensation will be described in the applicable
prospectus supplement. Remarketing firms may be deemed to be underwriters, as
that term is defined in the Securities Act, in connection with the securities
remarketed thereby.
Underwriters, agents, dealers and remarketing firms who participate in the
distribution of securities may be entitled under agreements which may be
entered into by us to indemnification by us against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which such underwriters, agents, dealers and remarketing firms may
be required to make in respect thereof.
Except as indicated in the applicable prospectus supplement, the securities
are not expected to be listed on a securities exchange, except for the Common
Stock, which is listed on the New York Stock Exchange, and any underwriters or
dealers will not be obligated to make a market in securities. We cannot predict
the activity or liquidity of any trading in the securities.
LEGAL MATTERS
The validity of the Common Stock and the Preferred Stock will be passed upon
for us by Troutman Sanders LLP, Atlanta, Georgia. The validity of any other
Securities will be passed upon for us by Simpson Thacher & Bartlett, New York,
New York. Simpson Thacher & Bartlett will rely on Troutman Sanders LLP as to
matters of Georgia law.
EXPERTS
The consolidated financial statements of Georgia-Pacific as of December 29,
2001 and December 30, 2000 and for each of the three fiscal years in the period
ended December 29, 2001 incorporated by reference in this prospectus and
registration statement have been audited by , independent auditors, as
set forth in their report thereon, and are included in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
30
[Logo of Georgia-Pacific]
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Company estimates that expenses, other than underwriting compensation,
in connection with the offerings described in this Registration Statement will
be as follows:
Registration fee.............................................. $ 594,000
Trustees' fees and expenses................................... 50,000
Printing and engraving expenses............................... 170,000
Legal fees and expenses....................................... 100,000
Accounting fees and expenses.................................. 25,000
Rating agency fees............................................ 500,000
Blue Sky fees and expenses.................................... 10,000
Miscellaneous................................................. 51,000
----------
Total....................................................... $1,500,000
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code
provides that a corporation may indemnify or obligate itself to indemnify an
individual made a party to a proceeding because he is or was a director against
liability incurred in the proceeding if he acted in a manner he believed in
good faith to be in or not opposed to the best interests of the corporation
and, in the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful. Subsection (d) of Section 14-2-851 of the
Georgia Business Corporation Code provides that a corporation may not indemnify
a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation, or in
connection with any other proceeding in which he was adjudged liable on the
basis that personal benefit was improperly received by him. Notwithstanding the
foregoing, pursuant to Section 14-2-854 a court may order a corporation to
indemnify a director if such court determines the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not such director met the standard of conduct set
forth in subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code or was adjudged liable as described in subsection (d) of Section 14-2-851
of the Georgia Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides that to
the extent that a director has been successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party, or in defense of any
claim, issue, or matter therein, because he is or was a director of the
corporation, the corporation shall indemnify the director against reasonable
expenses incurred by him in connection therewith.
Section 14-2-857 of the Georgia Business Corporation Code provides that an
officer of the corporation who is not a director is entitled to mandatory
indemnification under Section 14-2-852 and is entitled to apply for court
ordered indemnification under Section 14-2-854, in each case to the same extent
as a director. In addition, Section 14-2-857 provides that a corporation may
also indemnify an officer, employee or agent who is not a director to the
extent, consistent with public policy, that may be provided by its articles of
incorporation, bylaws, action of its board of directors or contract.
In accordance with Article VI of the Company's Bylaws, every person (and the
heirs and personal representatives of such person) who is or was a director,
officer, employee or agent of the Company, or of any other corporation,
partnership, joint venture, trust or other enterprise in which he served at the
request of the Company, shall be indemnified by the Company against all
liability and expense (including, without limitation, counsel fees and
disbursements, and amounts of judgments, fines, penalties and amounts paid in
settlement by, a director, officer, employee or agent) actually and reasonably
incurred by him in connection with or resulting from any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative or in connection with any appeal relating
thereto, in which he may become
II-1
involved, as a party or otherwise, or with which he may be threatened, by
reason of his being or having been a director, officer, employee or agent of
the Company or such other corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action taken or omitted by him in this
capacity as such director, officer, employee or agent whether or not he
continues to be such at the time such liability or expense shall have been
incurred. Every such person (and the heirs and personal representatives of such
person), to the extent that such person has been successful on the merits or
otherwise with respect to any such claim, action, matter, suit or proceeding is
entitled to indemnification as of right for expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith. Except
as provided in the preceding sentence, upon receipt of a claim for
indemnification under Article VI of the Company's Bylaws, the Corporation shall
proceed as follows: If the claim is made by a director or officer of the
Company, the Board of Directors, by a majority vote of a quorum consisting of
directors who were not parties to the applicable action, suit or proceeding,
shall determine whether the claimant met the applicable standard of conduct as
set forth in subsections (A) or (B) below. If such quorum is not obtainable or,
even if obtainable, a quorum of disinterested directors so directs, such
determination shall be made by independent legal counsel (who may be the
regular inside or outside counsel for the Company) in written opinion. If such
determination has not been made within 90 days after the claim is asserted, the
claimant shall have the right to require that the determination be submitted to
the shareholders at the next regular meeting of shareholders by vote of a
majority of the shares entitled to vote thereon. If a claim is made by a person
who is not a director or officer of the Company, the Chief Executive Officer
and the general counsel of the Company shall determine, subject to applicable
law, the manner in which there shall be made the determination as to whether
the claimant met the applicable standard of conduct as set forth in subsections
(A) and (B) below. In the case of each claim for indemnification, the Company
shall pay the claim to the extent the determination is favorable to the person
making the claim.
(A) In the case of a claim, action, suit or proceeding other than by or
in the right of the Company to procure a judgment in its favor, the
director, officer, employee or agent must have acted in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and, in addition, in any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. In addition, any
director seeking indemnification must not have been adjudged liable on the
basis that any personal benefit was received by him. For the purpose of
this subsection (A), the termination of any claim, action, suit or
proceeding, civil, criminal or administrative, by judgment, order,
settlement (either with or without court approval) or conviction, or upon a
plea of guilty or nolo contendere or its equivalent, shall not create a
presumption that a director, officer, employee or agent did not meet the
standards of conduct set forth in this Subsection.
(B) In the case of a claim, action, suit or proceeding by or in the right
of the Company to procure a judgment in its favor, the director, officer,
employee or agent must have acted in good faith in a manner he reasonably
believed to be in or not opposed to the best interests of the Company,
provided, however, that no indemnification under this subsection (B) shall
be made (1) with regard to any claim, issue or matter as to which such
director, officer, employee or agent shall have been adjudged to be liable
to the Company unless and only to the extent that the court in which such
action or suit was brought shall determine that, despite the adjudication
of liability but in view of all the circumstances of the case, such
director, officer, employee or agent is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper, or (2) for
amounts paid, or expenses incurred, in connection with the defense or
settlement of any such claim, action, suit or proceeding, unless a court of
competent jurisdiction has approved indemnification with regard to such
amounts or expenses.
Pursuant to Article VI of the Company's Bylaws, expenses incurred by any
person who is or was a director, officer, employee or agent of the Company with
respect to any claim, action, suit or proceeding of the character described in
the first sentence of the preceding paragraph shall be advanced by the Company
prior to the final disposition thereof upon receipt of an undertaking by or on
behalf of the recipient to repay such amount if it shall be ultimately
determined that he is not entitled to indemnification. Indemnification and
advancement of expenses pursuant to Article VI of the Company's Bylaws is not
exclusive of any rights to which any such director, officer, employee or other
person may otherwise be entitled by contract or by law.
II-2
The Company carries insurance policies insuring its liability to officers
and directors under the foregoing indemnity and insuring its officers and
directors against liability incurred in their capacity as such.
Any underwriter who may become a party to the proposed form of Underwriting
Agreement, filed as Exhibit 1 to this Registration Statement, will agree to
indemnify the directors of the Company and each officer who signs this
Registration Statement against certain liabilities, including liabilities under
the Securities Act of 1933, to the extent specified therein.
ITEM 16. EXHIBITS
**1(a) Form of Underwriting Agreement.
*1(b) Form of Underwriting Agreement (Common Stock).
*1(c) Form of Underwriting Agreement (Preferred Stock).
*1(d) Form of Underwriting Agreement (Warrants).
*1(e) Form of Underwriting Agreement (Stock Purchase Contracts).
*1(f) Form of Underwriting Agreement (Stock Purchase Units).
4(a) Indenture, dated as of March 1, 1983, between Georgia-Pacific
Corporation and The Chase Manhattan Bank (National Association), as
Trustee, relating to the Senior Debt Securities (filed as Exhibit
4.4(i) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by this reference thereto).
4(b) First Supplemental Indenture, dated as of July 27, 1988, among
Georgia-Pacific Corporation, The Chase Manhattan Bank (National
Association), as Trustee, and Morgan Guaranty Trust Company of New
York, as successor Trustee (filed as Exhibit 4.4(ii) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1996 and
incorporated herein by this reference thereto).
4(c) Agreement of Resignation, Appointment and Acceptance, dated as of
January 31, 1992, by and among Georgia-Pacific Corporation, Morgan
Guaranty Trust Company of New York and The Bank of New York, as
Successor Trustee (filed as Exhibit 4.4(iii) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 and
incorporated herein by this reference thereto.)
4(d) Form of Senior Debt Securities (included in Article Two of Exhibit
4(a)).
4(e) 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
Company 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 Company. The Company hereby agrees to furnish a
copy of any such instrument to the Commission upon request.
**4(f) Form of Indenture between Georgia-Pacific Corporation and The Bank of
New York, as Trustee, relating to the Subordinated Debt Securities.
4(g) Form of Subordinated Debt Securities (included in Article Two of
Exhibit 4(f)).
*4(h) Form of Articles Supplementary relating to each series of Preferred
Stock (to be filed in connection with the offering of each series of
Preferred Stock).
*4(i) Form of Preferred Stock share certificate.
*4(j) Form of Articles Supplementary relating to each series of Junior
Preferred Stock (to be filed in connection with the offering of each
series of Junior Preferred Stock).
II-3
*4(k) Form of Junior Preferred Stock share certificate.
**4(l) Form of Georgia-Pacific Corporation--Georgia-Pacific Group Common
Stock share certificate.
*4(m) Form of Warrant Agreement.
**4(n) Form of Purchase Contract Agreement relating to Stock Purchase
Contracts and Stock Purchase Units.
**4(o) Form of Pledge Agreement for Stock Purchase Contracts and Stock
Purchase Units.
**4(p) Restated Articles of Incorporation of the Company (filed as Exhibit
4.1 to the Company's Registration Statement on Form S-8 (File No.
333-42597) and incorporated herein by this reference thereto).
4(q) Articles of Amendment to Restated Articles of Incorporation of the
Company (filed as Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1998 and incorporated herein
by this reference thereto).
4(r) Bylaws of the Company (filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 29, 2001 and
incorporated herein by this reference thereto).
4(s) Restated Rights Agreement, dated as of December 16, 1997, between
Georgia-Pacific Corporation and First Chicago Trust Company of New
York, with Form of Georgia-Pacific Group Rights Certificate attached
as Exhibit A-1 and Series B Junior Preferred Stock Designation
attached as Exhibit B-1 (filed as Exhibit 2 to the Company's
Registration Statement on Form 8-A (File No. 001-03506)
(incorporating by reference therein Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (File No. 333-35813)) and
incorporated herein by this reference thereto).
4(t) Amendment No. 1 to Amended and Restated Rights Agreement, dated as of
December 16, 1997, between Georgia-Pacific Corporation and First
Chicago Trust Company of New York, as Rights Agent, dated as of
November 8, 1999 (filed as Exhibit 4.3(ii) to the Company's Annual
Report on Form 10-K for the year ended January 1, 2000 and
incorporated herein by this reference thereto).
4(u) Amendment No. 2 to Amended and Restated Rights Agreement, dated as of
December 16, 1997, between Georgia-Pacific Corporation and First
Chicago Trust Company of New York, as Rights Agent, dated as of July
18, 2000 (filed as Exhibit 4.1 to the Company's Quarterly Report on
Form 10-Q for the period ended July 1, 2000 and incorporated herein
by this reference thereto).
4(v) Amendment No. 3 to Amended and Restated Rights Agreement, dated as of
December 16, 1997, between Georgia-Pacific Corporation and First
Chicago Trust Company of New York, as Rights Agent, dated as of
September 26, 2001 (filed as Exhibit 3 to the Company's Registration
Statement on Form 8-A/A (File No. 001-03506) and incorporated herein
by this reference thereto).
4(w) Remarketing Agreement, dated as of July 7, 1999, between Georgia-
Pacific Corporation and Morgan Stanley & Co. Incorporated (filed as
Exhibit 4(u) to the Company's Registration Statement on Form S-3
(File No. 333-80757) and incorporated herein by this reference
thereto).
4(x) Form of Stock Purchase Units (included as Exhibits A and B of Exhibit
4(o)).
**5(a) Opinion of Simpson Thacher & Bartlett.
**5(b) Opinion of Troutman Sanders LLP.
12 Statement re: Computation of Ratio of Earnings to Fixed Charges.
II-4
***23(a) Consent of .
**23(b) Consent of Simpson Thacher & Bartlett (included in Exhibit 5(a)).
**23(c) Consent of Troutman Sanders LLP (included in Exhibit 5(b)).
24 Powers of Attorney (powers granted by certain persons previously filed).
**25 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of
The Bank of New York.
--------
* To be filed subsequent to the effectiveness of this Registration Statement
by an amendment to the Registration Statement or incorporated by reference
pursuant to a Current Report on Form 8-K in connection with the offering of
Securities.
** Previously filed.
*** The Company has engaged Ernst & Young LLP to audit its consolidated
financial statements as of December 29, 2001 and December 30, 2000 and for
each of the three fiscal years in the period ended December 29, 2001. Prior
to the effectiveness of this Registration Statement, the Company will file
the report of Ernst & Young LLP on these financial statements, together
with the related consent, with the SEC pursuant to the Securities Act and
the Exchange Act.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-5
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on July
3, 2002.
GEORGIA-PACIFIC CORPORATION
By: /s/ Kenneth F. Khoury
-----------------------------------
Kenneth F. Khoury
Vice President, Deputy General
Counsel and Secretary
The undersigned Directors of Georgia-Pacific Corporation hereby appoint
A.D. Correll, James F. Kelley and Kenneth F. Khoury, and each of them, as
attorneys-in-fact for the undersigned, with full power of substitution and
resubstitution for, and in the name, place and stead of the undersigned, to
sign and file with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, any and all post-effective amendments and exhibits to
this Registration Statement and any and all applications and other documents
to be filed with the Securities and Exchange Commission pertaining to the
registration of the securities covered hereby, with full power and authority
to do and perform each and every act and thing requisite and necessary or
desirable, hereby ratifying and confirming all that said attorneys-in-fact, or
any of them, or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement on Form S-3 has been
signed by the following persons in the capacities indicated.
Signature Title Date
* Director, Chairman, July 3, 2002
--------------------------------- Chief Executive Officer
A.D. Correll and President
(principal executive
officer)
* Executive Vice July 3, 2002
--------------------------------- President--Finance and
Danny W. Huff Chief Financial Officer
(principal financial
officer)
* Vice President and July 3, 2002
--------------------------------- Controller (principal
James E. Terrell accounting officer)
* Director July 3, 2002
---------------------------------
James S. Balloun
/s/ Barbara L. Bowles Director July 3, 2002
---------------------------------
Barbara L. Bowles
/s/ Worley H. Clark, Jr. Director July 3, 2002
---------------------------------
Worley H. Clark, Jr.
* Director July 3, 2002
---------------------------------
Jane Evans
* Director July 3, 2002
---------------------------------
Donald V. Fites
II-7
Signature Title Date
* Director July 3, 2002
--------------------------------
Richard V. Giordano
* Director July 3, 2002
--------------------------------
David R. Goode
* Director July 3, 2002
--------------------------------
M. Douglas Ivester
* Director July 3, 2002
--------------------------------
Louis W. Sullivan, M.D.
/s/ Lee M. Thomas Director July 1, 2002
--------------------------------
Lee M. Thomas
* Director July 3, 2002
--------------------------------
James B. Williams
/s/ John D. Zeglis Director July 3, 2002
--------------------------------
John D. Zeglis
* By
/s/ Kenneth F. Khoury July 3, 2002
---------------------------
Kenneth F. Khoury
As Attorney-in-Fact for the
Directors or Officers by whose
names an asterisk appears
II-8
EXHIBIT INDEX
**1(a) Form of Underwriting Agreement.
*1(b) Form of Underwriting Agreement (Common Stock).
*1(c) Form of Underwriting Agreement (Preferred Stock).
*1(d) Form of Underwriting Agreement (Warrants).
*1(e) Form of Underwriting Agreement (Stock Purchase Contracts).
*1(f) Form of Underwriting Agreement (Stock Purchase Units).
4(a) Indenture, dated as of March 1, 1983, between Georgia-Pacific
Corporation and The Chase Manhattan Bank (National Association), as
Trustee, relating to the Senior Debt Securities (filed as Exhibit
4.4(i) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by this reference thereto).
4(b) First Supplemental Indenture, dated as of July 27, 1988, among
Georgia-Pacific Corporation, The Chase Manhattan Bank (National
Association), as Trustee, and Morgan Guaranty Trust Company of New
York, as successor Trustee (filed as Exhibit 4.4(ii) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1996 and
incorporated herein by this reference thereto).
4(c) Agreement of Resignation, Appointment and Acceptance, dated as of
January 31, 1992, by and among Georgia-Pacific Corporation, Morgan
Guaranty Trust Company of New York and The Bank of New York, as
Successor Trustee (filed as Exhibit 4.4(iii) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 and
incorporated herein by this reference thereto.)
4(d) Form of Senior Debt Securities (included in Article Two of Exhibit
4(a)).
4(e) 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
Company 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 Company. The Company hereby agrees to furnish a
copy of any such instrument to the Commission upon request.
**4(f) Form of Indenture between Georgia-Pacific Corporation and The Bank of
New York, as Trustee, relating to the Subordinated Debt Securities.
4(g) Form of Subordinated Debt Securities (included in Article Two of
Exhibit 4(f)).
*4(h) Form of Articles Supplementary relating to each series of Preferred
Stock (to be filed in connection with the offering of each series of
Preferred Stock).
*4(i) Form of Preferred Stock share certificate.
*4(j) Form of Articles Supplementary relating to each series of Junior
Preferred Stock (to be filed in connection with the offering of each
series of Junior Preferred Stock).
*4(k) Form of Junior Preferred Stock share certificate.
**4(l) Form of Georgia-Pacific Corporation--Georgia-Pacific Group Common
Stock share certificate.
*4(m) Form of Warrant Agreement.
**4(n) Form of Purchase Contract Agreement relating to Stock Purchase
Contracts and Stock Purchase Units.
**4(o) Form of Pledge Agreement for Stock Purchase Contracts and Stock
Purchase Units.
4(p) Restated Articles of Incorporation of the Company (filed as Exhibit
4.1 to the Company's Registration Statement on Form S-8 (File No.
333-42597) and incorporated herein by this reference thereto).
4(q) Articles of Amendment to Restated Articles of Incorporation of the
Company (filed as Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1998 and incorporated herein
by this reference thereto).
4(r) Bylaws of the Company (filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 29, 2001 and
incorporated herein by this reference thereto).
4(s) Restated Rights Agreement, dated as of December 16, 1997, between
Georgia-Pacific Corporation and First Chicago Trust Company of New
York, with Form of Georgia-Pacific Group Rights Certificate
attached as Exhibit A-1 and Series B Junior Preferred Stock
Designation attached as Exhibit B-1 (filed as Exhibit 2 to the
Company's Registration Statement on Form 8-A (File No. 001-03506)
(incorporating by reference therein Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (File No. 333-35813)) and
incorporated herein by this reference thereto).
4(t) Amendment No. 1 to Amended and Restated Rights Agreement, dated as
of December 16, 1997, between Georgia-Pacific Corporation and
First Chicago Trust Company of New York, as Rights Agent, dated as
of November 8, 1999 (filed as Exhibit 4.3(ii) to the Company's
Annual Report on Form 10-K for the year ended January 1, 2000 and
incorporated herein by this reference thereto).
4(u) Amendment No. 2 to Amended and Restated Rights Agreement, dated as
of December 16, 1997, between Georgia-Pacific Corporation and
First Chicago Trust Company of New York, as Rights Agent, dated as
of July 18, 2000 (filed as Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the period ended July 1, 2000 and
incorporated herein by this reference thereto).
4(v) Amendment No. 3 to Amended and Restated Rights Agreement, dated as
of December 16, 1997, between Georgia-Pacific Corporation and
First Chicago Trust Company of New York, as Rights Agent, dated as
of September 26, 2001 (filed as Exhibit 3 to the Company's
Registration Statement on Form 8-A/A (File No. 001-03506) and
incorporated herein by this reference thereto).
4(w) Remarketing Agreement, dated as of July 7, 1999, between Georgia-
Pacific Corporation and Morgan Stanley & Co. Incorporated (filed
as Exhibit 4(u) to the Company's Registration Statement on Form S-
3 (File No. 333-80757) and incorporated herein by this reference
thereto).
4(x) Form of Stock Purchase Units (included as Exhibits A and B of
Exhibit 4(o)).
**5(a) Opinion of Simpson Thacher & Bartlett.
**5(b) Opinion of Troutman Sanders LLP.
12 Statement re: Computation of Ratio of Earnings to Fixed Charges.
***23(a) Consent of .
**23(b) Consent of Simpson Thacher & Bartlett (included in Exhibit 5(a)).
**23(c) Consent of Troutman Sanders LLP (included in Exhibit 5(b)).
24 Powers of attorney (powers granted by certain persons previously
filed).
**25 Statement of Eligibility on Form T-1 under the Trust Indenture Act
of 1939, as amended, of The Bank of New York.
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* To be filed subsequent to the effectiveness of this Registration Statement
by an amendment to the Registration Statement or incorporated by reference
pursuant to a Current Report on Form 8-K in connection with the offering of
Securities.
** Previously filed.
*** The Company has engaged Ernst & Young LLP to audit its consolidated
financial statements as of December 29, 2001 and December 30, 2000 and for
each of the three fiscal years in the period ended December 29, 2001. Prior
to the effectiveness of this Registration Statement, the Company will file
the report of Ernst & Young LLP on these financial statements, together
with the related consent, with the SEC pursuant to the Securities Act and
the Exchange Act.