As filed with the Securities and Exchange Commission on March 30, 2001.
Registration No. 333-44112
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-8
TO FORM S-4
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 (IRS Employer Identification No.)
incorporation or organization)
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 652-4000
(Address, including zip code and telephone
number, including area code of
Registrant's principal executive offices)
GEORGIA-PACIFIC CORPORATION - GEORGIA-PACIFIC GROUP
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
(Full Title of the Plan)
Kenneth F. Khoury, Esq.
Vice President, Deputy General Counsel and Secretary
Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 652-4000
(Name, address, including zip code and telephone
number, including area code of agent for service)
INTRODUCTION
This Post-Effective Amendment No. 2 on Form S-8 to Georgia-Pacific
Corporation's (the "Corporation") Registration Statement on Form S-4 relates to
8,753 shares of the Corporation's Georgia-Pacific Group Common Stock, par value
$.80 per share ("G-P Group Stock"). Such shares are issuable under the Georgia-
Pacific Corporation - Georgia-Pacific Group Canadian Employees Stock Purchase
Plan (the "Plan"). The Corporation assumed sponsorship of the Plan at the
effective time of its acquisition of Fort James Corporation ("FJ"). The shares
of G-P Group Stock issuable under the Plan were originally registered on the
Corporation's Registration Statement on Form S-4 to which this is an amendment.
Accordingly, the Corporation has paid the registration fee with respect to such
shares at the time of the original filing of the Registration Statement on Form
S-4. Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act") this Post-Effective Amendment also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan.
EXPLANATORY STATEMENT
Pursuant to an Agreement and Plan of Merger, dated as of July 16, 2000 (the
"Merger Agreement"), among the Corporation, Fenres Acquisition Corporation
("Fenres"), and FJ, among other things, (i) the Corporation through its wholly
owned subsidiary, Fenres, exchanged $29.60 in cash and .2644 shares of G-P Group
Stock for each outstanding share of Fort James Common Stock, par value $.10 per
share ("FJ Stock"), (ii) following the Exchange Offer, Fenres merged with and
into FJ, and Fenres' separate corporate existence ceased, and FJ continued as
the surviving corporation and as a wholly owned subsidiary of the Corporation,
(iii) each share of FJ Stock, issued and outstanding immediately prior to the
Effective Time, and not converted in the Exchange Offer, was converted into the
right to receive $29.60 in cash and .2644 shares of G-P Group Stock, and (iv) at
the Effective Time, shares of G-P Group Stock, rather than shares of FJ Stock,
became issuable pursuant to the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed.
Item 2. Registration Information and Employee Plan Annual Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Georgia-Pacific Corporation (the "Corporation") hereby incorporates by
reference into this Registration Statement the documents listed below which have
been filed with the Securities and Exchange Commission (the "Commission"):
(a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 30, 2000;
(b) The Annual Report on Form 11-K for the year ended December 31, 2000
of the Georgia-Pacific Corporation - Georgia-Pacific Group Canadian
Employees Stock Purchase Plan;
(c) The Corporation's Current Reports on Form 8-K dated March 2, 2001
and March 15, 2001;
(d) The description of the Georgia-Pacific Group Stock set forth in the
Corporation's registration statements filed by the Corporation
pursuant to Section 12 of the Securities Exchange Act of 1934,
including any amendment or report filed for purposes of updating
any such description, as filed on October 29, 1997, November 7,
1997, and June 23, 1999; and
(e) Annual Reports on Form 11-K subsequently filed by the Georgia-
Pacific Corporation - Georgia-Pacific Group Canadian Employees
Stock Purchase Plan pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), and all
reports and documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or that
deregisters all such securities then remaining unsold.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document that also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the shares of Georgia-Pacific Group Common Stock is being
passed upon by Kenneth F. Khoury, Vice President, Deputy General Counsel, and
Secretary of the Corporation. Kenneth F. Khoury is an officer of, and receives
compensation from, the Corporation.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code
("GBCC") provides that a corporation may indemnify a director against liability
incurred (a) in a civil proceeding (1) if, in the case of conduct in such
director's capacity as a director, the conduct was in good faith and reasonably
believed by such director to be in the best interests of the corporation, and
(2) if, in all other cases, such director's conduct was at least not opposed to
the best interests of the corporation; and (b) in a criminal proceeding, if the
director had no reasonable cause to believe such conduct was unlawful.
Subsection (d) of Section 14-2-851 of the GBCC provides that a corporation may
not indemnify a director in connection with a proceeding by or in the right of
the corporation, except for reasonable expenses incurred in connection with the
proceeding if it is determined that the director has met the relevant standard
of conduct under Section 14-2-851, or in connection with any proceeding with
respect to conduct for which such director was adjudged liable on the basis that
personal benefit was improperly received by such director, whether or not
involving action in such director's capacity as a director. Notwithstanding the
foregoing, pursuant to Section 14-2-854 of the GBCC, an appropriate court may
order a corporation to indemnify a director if such court determines, in view of
all the relevant circumstances, that it is fair and reasonable to indemnify the
director even if the director has not met the relevant standard of conduct set
forth Section 14-2-851 of the GBCC, failed to comply with Section 14-2-853 of
the GBCC, or was adjudged liable in a proceeding referred to in paragraph (1) or
(2) of subsection (d) of Section 14-2-851 of the GBCC, but if the director was
adjudged so liable, the indemnification shall be limited to reasonable expenses
incurred in connection with the proceeding.
Section 14-2-852 of the GBCC provides that, a corporation shall indemnify a
director who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which such director was a party because such director was a
director of the corporation, against reasonable expenses incurred by the
director in connection with the proceeding.
Section 14-2-857 of the GBCC provides that a corporation may indemnify and
advance expenses to an officer of the corporation who is a party to a proceeding
because such person is an officer of the corporation to the same extent as a
director. If the officer is not a director, (or if the officer is a director but
the sole basis on which such person is made a party to the proceeding is an act
or omission solely as an officer) to such further extent as may be provided by
the articles of incorporation, the bylaws, a resolution of the board of
directors, or contract except for liability arising out of conduct that
constitutes (1) appropriation, in violation of such person's duties, of any
business opportunity of the corporation, (2) acts or omissions that involve
intentional misconduct or a knowing violation of law, or (3) receipt of an
improper personal benefit. An officer of a corporation who is not a director is
entitled to mandatory indemnification under Section 14-2-852 of the GBCC and may
apply to a court under Section 14-2-854 of the GBCC for indemnification or
advances for expenses, in each case to the same extent to which a director may
be entitled to indemnification or advances for expenses under those provisions.
Finally, a corporation may also indemnify and advance expenses to an 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, general or specific action by
its board of directors or contract.
In accordance with the Corporation's restated Articles of Incorporation, as
amended, a director of the Corporation is not liable to the Corporation or its
shareholders for monetary damages for any action taken, or any failure to take
any action, as a director, except for liability related to (1) any appropriation
of any business opportunity of the Corporation, (2) acts or omissions that
involve intentional misconduct or a willful violation of law or (3) any
transactions from which the director received an improper personal benefit.
In accordance with the Corporation's restated Bylaws, every person (and the
heirs and personal representatives of such person) who is or was a director,
officer, employee or agent of the Corporation, or of any other corporation,
partnership, joint venture, trust or other enterprise in which such person
served as such at the request of the Corporation, shall be indemnified by the
Corporation against any and all liability and expenses (including, without
limitation, counsel fees and disbursements, and amounts of judgments, fines or
penalties against, or amounts paid in settlement by, a director, officer,
employee or agent) actually and reasonably incurred by such person 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 such person may become
involved, as a party or otherwise, or with which such person may be threatened,
by reason of being or having been a director, officer, employee or agent of the
Corporation or such other corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action taken or omitted by such person in
such person's capacity as such director, officer, employee or agent whether or
not such person continues to be such at the time such liability or expense shall
have been incurred.
Every 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 claim, action, matter, suit or proceeding is entitled to
indemnification, as of right, for expenses (including attorney's fees) actually
and reasonable incurred by such person in connection therewith. Except as
provided in the preceding sentence, upon receipt of a claim for indemnification
under the Corporation's restated Bylaws, the Board of Directors of the
Corporation shall, if the claim is made by a director or officer of the
Corporation, determine whether the claimant met the applicable standard of
conduct as set forth in paragraphs (A) and (B) below. 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 Corporation, the appropriate officers of the
Corporation 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 paragraphs (A) and (B) below. In
the case of each claim for indemnification, the Corporation 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 Corporation to procure a judgment in its favor,
the director, officer, employee or
agent must have acted in a manner reasonably believed to be in or
not opposed to the best interests of the Corporation, and, in
addition, in any criminal action or proceeding, had no reasonable
cause to believe that the 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 such person.
(B) In the case of a claim, action, suit or proceeding by or in the
right of the Corporation to procure a judgment in its favor, the
director, officer, employee or agent must have acted in good faith
in a manner reasonably believed to be in or not opposed to the best
interests of the Corporation; provided, however, that no
indemnification 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 Corporation 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 that 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 the Corporation's restated Bylaws, expenses incurred by any
person who is or was a director, officer, employee or agent of the Corporation
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
Corporation 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 such person is not entitled to indemnification.
Indemnification and advancement of expenses pursuant to the Corporation's
restated 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.
The Corporation 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1(i) 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, form of Timber Group Rights Certificate attached as
Exhibit A-2, Series B Preferred Stock Designation attached as
Exhibit B-1 and Series C Preferred Stock Designation attached as
Exhibit B-2 (Filed as Exhibit 8 to the Corporation's Registration
Statement on Form 8-A as filed with the Commission on November
26, 1997, and incorporated herein by this reference thereto).
4.1(ii) Amendment No. 1 to the Amended and Restated Rights Agreement,
effective November 8, 1999 (Filed as Exhibit 4.3(ii) to the
Corporation's Annual Report on Form 10-K for the year ended
January 1, 2000, and incorporated herein by this reference
thereto).
4.1(iii) Amendment No. 2 to the Amended and Restated Rights Agreement,
effective July 18, 2000 (Filed as Exhibit 4.1 to the
Corporation's Quarterly Report on Form 10-Q for the quarter ended
July 1, 2000, and incorporated herein by this reference thereto).
4.2(i) Indenture, dated as of March 1, 1983, between Georgia-Pacific
Corporation and The Chase Manhattan Bank (National Association),
Trustee (Filed as Exhibit 4.4(i) to the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1996, and
incorporated herein by this reference thereto).
4.2(ii) First Supplemental Indenture, dated as of July 27, 1988, among
Georgia-Pacific Corporation, The Chase Manhattan Bank (National
Association), Trustee, and Morgan Guaranty Trust Company of New
York (Filed as Exhibit 4.4(ii) to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1996, and
incorporated herein by this reference thereto).
4.2(iii) 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 Corporation's
Annual Report on Form 10-K for the year ended December 31, 1996,
and incorporated herein by this reference thereto).
4.3 Form of Purchase Contract Agreement relating to Stock Purchase
Contracts and Stock Purchase Units (Filed as Exhibit 4(p) to the
Corporation's Registration Statement on Form S-3, as filed with
the Commission on June 30, 1999, and incorporated herein by this
reference thereto).
4.4 Form of Pledge Agreement for Stock Purchase Contracts and Stock
Purchase Units (Filed as Exhibit 4(q) to the Corporation's
Registration Statement on Form 8-A relating to File No.333-80757
as filed with
Commission on June 25, 1999, and incorporated herein by this
reference thereto).
4.5 Form of Remarketing Agreement between Georgia-Pacific
Corporation and Morgan Stanley & Co. Incorporated (Filed as
Exhibit 4(u) to the Corporation's Registration Statement on Form
S-3, as filed with the Commission on June 30, 1999, and
incorporated herein by this reference thereto).
4.6 Second Supplemental Indenture among Georgia-Pacific Corporation,
Fort James Corporation, and The Bank of New York, dated
February 19, 2001.
4.7 Form of Stock Purchase Units (included as Exhibits A and B of
Exhibit 4.3) (Filed as Exhibit 4(v) to the Corporation's
Registration Statement on Form S-3, as filed with the Commission
on June 30, 1999, and incorporated herein by this reference
thereto).
4.8 In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various
instruments defining the rights of holders of long-term debt of
the Corporation are not being filed herewith because the total of
securities authorized under each such instrument does not exceed
10% of the total assets of the Corporation. The Corporation
hereby agrees to furnish a copy of any such instrument to the
Commission upon request.
5 Opinion of Kenneth F. Khoury.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Kenneth F. Khoury.
24 Powers of Attorney (Included on the signature page of the
Corporation's Registration Statement on Form S-4 filed with the
Commission on August 18, 2000, and incorporated herein by this
reference thereto).
99 Georgia-Pacific Corporation - Georgia-Pacific Group Canadian
Employees Stock Purchase Plan
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above 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 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.
(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
this offer.
(4) 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
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 13(d) of the Exchange Act) that
is incorporated by reference in this 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.
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 foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirement of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable ground to believe
that it meets all of the requirements for filing this Post-Effective Amendment
No. 2 on Form S-8 to the Corporation's Registration Statement on Form S-4 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 this 30th day of March, 2001.
GEORGIA-PACIFIC CORPORATION
By: /s/ Danny W. Huff
------------------------------------
Danny W. Huff
Executive Vice President - Finance
And Chief Financial Officer
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this Post-
Effective Amendment No. 2 on Form S-8 to the Corporation's Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Atlanta, State of Georgia, on this 30th day of
March, 2001.
GEORGIA-PACIFIC CORPORATION
GEORGIA-PACIFIC GROUP CANADIAN EMPLOYEES
STOCK PURCHASE PLAN
By: /s/ Patricia A. Barnard
-------------------------------------
Patricia A. Barnard
Executive Vice President -
Human Resources
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below and on the dates indicated.
Signature Title Date
/s/ A.D. Correll Director, Chairman, Chief March 30, 2001
--------------------------- Executive Officer and President
A.D. Correll (Principal Executive Officer)
/s/ Danny W. Huff Executive Vice President - March 30, 2001
--------------------------- Finance and Chief Financial
Danny W. Huff Officer (Principal Financial
Officer)
Vice-President and Controller
--------------------------- (Principal Accounting Officer)
James E. Terrell
* Director
---------------------------
James S. Balloun
Director
---------------------------
Barbara L. Bowles
* Director
---------------------------
Robert Carswell
Director
---------------------------
Worley H. Clark, Jr.
* Director
---------------------------
Jane Evans
Director
---------------------------
Donald V. Fites
Director
---------------------------
Harvey C. Fruehauf, Jr.
Director
---------------------------
Richard V. Giordano
* Director
---------------------------
David R. Goode
Director
---------------------------
M. Douglas Ivester
* Director
---------------------------
James P. Kelly
* Director
---------------------------
Louis W. Sullivan, M.D.
* Director
---------------------------
James B. Williams
/s/ Danny W. Huff March 30, 2001
---------------------------
Danny W. Huff
As Attorney-in-Fact for Directors or Officers by whose names an asterisk
appears.
INDEX TO EXHIBITS
Exhibit No. Sequentially Number Description
5 Opinion of Kenneth F. Khoury, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Kenneth F. Khoury, Esq. (Included in Exhibit 5)
99 Georgia-Pacific Corporation-Georgia-Pacific Group Canadian
Employees Stock Purchase Plan