SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of
Securities Exchange Act of 1934
For the year ended December 31, 2000
COMMISSION FILE NUMBER 1-3506
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
GEORGIA-PACIFIC CORPORATION - GEORGIA-PACIFIC GROUP
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the
Plan and the address of its principal executive office:
GEORGIA-PACIFIC CORPORATION
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
GEORGIA-PACIFIC CORPORATION - GEORGIA-PACIFIC GROUP
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Pages
Report of Independent Accountants 3
Financial statements:
Statements of Financial Condition as of
December 31, 2000 and 1999 4
Statements of Income and Changes in Plan Equity for
the years ended December 31, 2000, 1999 and 1998 5
Notes to Financial Statements 6-9
Supplemental schedules:
Schedules I, II and III are omitted because they are
not applicable or because
substantially all of the information is provided within
the financial statements.
Signatures 10
Exhibits:
4 Georgia-Pacific Corporation - Georgia-Pacific
Group Canadian Employees Stock Purchase Plan, as
amended and restated effective August 28, 1995,
and subsequently amended (Filed as Exhibit 99 to
the Corporation's Registration Statement on Form S-
8 as filed with the Commission on March 30, 2001,
and incorporated herein by this reference thereto)
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REPORT OF INDEPENDENT ACCOUNTANTS
To Georgia-Pacific Corporation:
In our opinion, the accompanying statements of financial
condition and the related statements of income and changes in
plan equity present fairly, in all material respects, the
financial condition of the Georgia-Pacific - Georgia-Pacific
Group Canadian Employees Stock Purchase Plan (the "Plan") at
December 31, 2000 and 1999, and the income and changes in plan
equity for each of the three years ended December 31, 2000, in
conformity with accounting principles generally accepted in the
United States of America. These financial statements are the
responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
March 28, 2001
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GEORGIA-PACIFIC CORPORATION - GEORGIA-PACIFIC GROUP
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
As of December 31, 2000 and 1999
2000 1999
Assets
Cash $0 $72,791
Contributions receivable:
Employer
Basic 2,556 27,218
Additional 6,540 21,992
Employee 4,903 54,374
Investment in common stock, at market value:
Georgia Pacific (historical cost: 2000 - $1,273,357) 1,512,302 0
Fort James (historical cost: 1999 - $2,283,108) 0 1,776,610
Crown Vantage (historical cost: 2000 - $27,321 and 1999 - $27,909) 18 2,327
________________________
Total Assets $1,526,319 $1,955,312
Liabilities
Bank overdraft 81,587 0
Withdrawals payable 22,893 0
________________________
Total Liabilities 104,480 0
Plan Equity $1,421,839 $1,955,312
========================
The accompanying notes are an integral part of the financial statements.
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GEORGIA-PACIFIC CORPORATION - GEORGIA-PACIFIC GROUP
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For the years ended December 31, 2000, 1999 and 1998
2000 1999 1998
ADDITIONS:
Investment income:
Cash dividends on common stock $20,150 $33,782 $30,463
Realized gains 321,768 24,557 7,057
Interest on bank deposits 92 144 379
_____________________________________
Total investment income 342,010 58,483 37,899
_____________________________________
Change in net unrealized appreciation (depreciation)
in fair value of investments 743,722 (758,707) (147,663)
_____________________________________
Contributions and deposits:
Deposits by participating employees 278,343 728,661 645,737
Contributions by employer
Basic 165,777 367,084 324,268
Additional 6,605 21,696 18,119
Administrative costs 9,509 17,244 17,739
Total contributions and deposits 460,234 1,134,685 1,005,863
___________________________________
Total Additions 1,545,966 434,461 896,099
___________________________________
DEDUCTIONS:
Withdrawals and expenditures:
Distributions to participants (note 6) (1,796,112) (855,622) (844,035)
Administrative costs (9,509) (17,244) (17,739)
_____________________________________
Total withdrawals and expenditures (1,805,621) (872,866) (861,774)
Foreign currency remeasurement gain (loss) (273,818) 15,705 (22,345)
_____________________________________
Total Deductions (2,079,439) (857,161) (884,119)
_____________________________________
Net (decrease) increase in plan equity (533,473) (422,700) 11,980
Plan equity, beginning of year 1,955,312 2,378,012 2,366,032
______________________________________
Plan equity, end of year $1,421,839 $1,955,312 $2,378,012
====================================
The accompanying notes are an integral part of the financial
statements.
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GEORGIA-PACIFIC CORPORATION - GEORGIA-PACIFIC GROUP
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. General
The Georgia-Pacific Corporation - Georgia-Pacific Group
Canadian Employees Stock Purchase Plan (the "Plan"), formerly
the Fort James Corporation Canadian Employees Stock Purchase
Plan, was originally adopted by the Board of Directors of
Fort James Corporation ("Fort James") for the benefit of the
employees of certain operating subsidiaries of Fort James
located in Canada (the "Participating Companies"). As of
December 31, 1999, the Participating Companies included Fort
James Marathon, Ltd. ("Marathon") and Fort James Canada, Inc.
("FJ Canada"). On January 31, 2000, Fort James sold Marathon
to a joint venture between Tembec, Inc. and Kruger, Inc., and
as a result, FJ Canada was the only Participating Company, as
of December 31, 2000.
As a result of the sale of Marathon, the Marathon employees
were no longer eligible to participate in the Plan as of
January 22, 2000. The entire Plan account balances of
Marathon employees were distributed to such participants by
March 22, 2000, in one of the following forms of
distribution: (i) cash; (ii) share certificates; or (iii)
transfer of shares to a Participant's brokerage account.
On November 27, 2000, Fort James was acquired by Georgia-
Pacific Corporation ("G-P"). As part of the acquisition, G-P
exchanged $29.60 in cash and 0.2644 shares of Georgia-Pacific
Group common stock, par value $0.80 per share ("G-P Group
Stock") for each outstanding share of Fort James common
stock, par value $0.10 per share ("FJ Stock").
2. Summary of significant accounting policies
Cash
Substantially all contributions to the Plan are initially
invested in an interest-bearing account pending their
investment in G-P Group Stock. Interest earned on such cash
balances is credited to the Participants' accounts. Cash
balances are stated at cost which approximates market value.
Investment valuation
The investments include G-P Group Stock and Crown Vantage
Inc. common stock ("CV Stock") (see Note 3). The investments
in G-P Group Stock and CV Stock are stated at market value,
based on the closing price on the New York Stock Exchange
Composite Tape (the Over the Counter Bulletin Board for CV
Stock) on the last trading day of the period. The closing
market value per share of G-P Group Stock was $31.125 on
December 31, 2000. The closing market value per share of the
CV Common Stock was $0.02 on December 31, 2000.
Security transactions and related investment income
Security transactions are accounted for as of the trade date
and dividend income is recorded as of the date of
declaration. The cost of securities sold is determined on an
average-cost basis. The assets of the Plan are held by
Canada Trust (the "Trustee") under a Trust Agreement dated
August 23, 1989.
6
Contributions and deposits
Employee and employer contributions are recorded on an
accrual basis as of the date the employees' contributions are
withheld from the employees' compensation. Employee and
employer contributions are transferred to the Trustee on a
monthly basis. The Trustee uses such contributions to
periodically purchase shares of G-P Group Stock, which are
allocated to each Participant's account. Residual cash
amounts held by the Trustee are carried forward to the next
month.
Foreign currency remeasurement
The functional currency of the Plan is the U.S. dollar.
Assets and liabilities of the Plan (except investments in
common stock, which are stated at U.S. dollar market value)
are remeasured from Canadian dollars to U.S. dollars at the
applicable year-end exchange rate. The cost of investments
in common stock and the related unrealized appreciation or
depreciation are remeasured at applicable historical exchange
rates. Investment income, contributions and deposits, and
withdrawals and expenditures are remeasured at average
exchange rates for the three years ended December 31, 2000.
Foreign currency remeasurement gains and losses are included
in the net (decrease) increase in Plan equity.
Withdrawals
Participants may elect, at any time, to either withdraw whole
shares of common stock or have their shares sold and have the
net cash proceeds distributed to them. A Participant who
elects an in-service withdrawal will not be allowed to make
contributions to the Plan for a period of three months from
the date of the withdrawal. Additionally, the Participant
will not receive an Additional Employer Contribution (as
defined in note 3), if the Participant elects an in-service
withdrawal from his Restricted Account (as defined in note 3)
within the preceding two calendar years before such
Additional Employer Contribution is made to the Plan.
Withdrawals of common stock from the Plan by Participants are
accounted for at the average historical cost of the common
stock distributed plus cash paid in lieu of fractional
shares, where applicable. Withdrawals in cash or in
connection with shares sold for distributions of fractional
shares are accounted for at the fair market value of the
related common stock. Any Participant contributions, which
have not yet been applied to the purchase of common stock,
will also be paid to each withdrawing Participant.
Administrative costs
The Plan is reimbursed by the Participating Companies for its
administrative and operating costs, except for brokerage
fees. Brokerage fees are included in the cost of acquiring
common stock and thus are borne by the Participants.
Use of estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reported periods. Actual results may
differ from those estimates.
Risks and Uncertainties
7
The Plan's investments are exposed to market risk. Due to
the degree of risk and uncertainty associated with the market
value of investment securities, it is at least reasonably
possible that near term changes in the market value of
securities held by the Plan could materially effect
participants' account balances and the amounts reported in
the financial statements.
3. Description of Plan
The Plan was originally established to enable eligible
employees of certain Fort James subsidiaries located in
Canada to acquire an ownership interest in Fort James, the
ultimate holding company. On November 27, 2000, G-P assumed
sponsorship of the Plan and continues to maintain the Plan to
allow for the investment in G-P Group Stock by employees of
Fort James Canada, Inc.
On August 28, 1995, Fort James spun-off part of its
Communications Papers business, as well as the specialty
paper based portion of its Packaging Business, into a new
company, Crown Vantage Inc. ("Crown Vantage"). On August 25,
1995, Fort James shareholders received one share of CV Stock
for each ten shares of FJ stock held by the shareholder.
Following the spin-off, the Plan was amended to allow for the
inclusion of CV Stock as an investment. However,
Participants were not permitted to direct the investment of
their future contributions in CV Stock. A Participant may
receive a distribution, at any time, of all or a portion of
CV Stock credited to the Participant's account in accordance
with the withdrawal provisions of the Plan.
Participants may elect to contribute into the Plan, through
payroll deductions, from 1% to 10% of their compensation to
be used to purchase G-P Group Stock for their benefit. 100%
of a Participant's contributions are invested in G-P Group
Stock. Participant contributions of up to six percent of
compensation ("Basic Member Contributions") are matched by
the Participating Companies ("Basic Employer Contributions")
based on the following schedule:
Participant's Participating
contributions Company's
Contributions as
a percentage
of Participant's
contributions
1% of compensation 100%
2% of compensation 65%
3% to 6% of compensation 50%
The Participating Companies make no contributions with
respect to a Participant's contribution in excess of six
percent of the Participant's compensation.
The Participating Companies make "Additional Employer
Contributions" on or before March 31 of each calendar year
with respect to each Participant in its employ, on the
preceding December 31, who has not withdrawn any common stock
from his Restricted Account (hereinafter defined) during
either of the two immediately preceding calendar years. The
amount of the Additional Employer Contribution allocated to
the Participant's account equals 10% of the Participant's
aggregate Basic Employer Contributions made during the two
preceding calendar years.
Each Participant's "Restricted Account" includes the Basic
Member Contributions and Basic Employer Contributions made at
any time during the current or immediately preceding calendar
year, and any G-P Group Stock or CV Common Stock purchased
with such contributions.
The Additional Employer Contribution receivable reflected on
the Statement of Financial Condition as of December 31, 2000,
represents the accrued contribution related to the 1999 Basic
Employer Contributions of qualifying Participants to be paid
to the Plan by March 31, 2001. The Additional Employer
Contribution accrued as of December 31, 1999, which related
to the 1998 Basic Employer Contributions of qualifying
Participants, was paid to the Plan before March 31, 2000.
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Each Participant is fully vested in his contributions, Basic
Employer Contributions, Additional Employer Contributions,
and any earnings thereon at all times. The Plan had
approximately 229 Participants as of December 31, 2000, and
501 Participants as of December 31, 1999.
4. Contributions to the Plan
Employee and employer contributions for the years ended
December 31, 2000, 1999 and 1998 were as follows:
2000 1999 1998
__________________ ____________________ ____________________
Employee Employer Employee Employer Employee Employer
Marathon $26,544 $33,486 $497,282 $272,685 $433,272 $244,386
FJ Canada 251,799 148,405 231,379 133,339 212,465 115,740
__________________ ____________________ ___________________
$278,343 $181,891 $728,661 $406,024 $645,737 $360,126
================== ==================== ====================
5. Investment in common stock
The unrealized appreciation or depreciation of investment in
common stock as of December 31, 2000, 1999 and 1998 and the
change in such amount during each period were as follows:
Market Cost Unrealized
value appreciation
(depreciation)
December 31, 1997 $2,272,437 $1,898,147 $374,290
Change for the year ended (93,850) 54,083 (147,663)
December 31, 1998 _________________________________________
December 31, 1998 2,178,857 1,952,230 226,627
Change for the year ended (399,920) 358,787 (758,707)
December 31, 1999 _________________________________________
December 31, 1999 1,778,937 2,311,017 (532,080)
Change for the year ended (266,617) (1,010,339) 743,722
December 31, 2000 _________________________________________
December 31, 2000 $1,512,320 $1,300,678 $211,642
__________________________________________
The Plan held 48,588 shares of G-P Group Stock as of December
31, 2000 and 64,889 shares of FJ Stock as of December 31,
1999. In addition, the Plan held 1,126 shares and 1,128
shares of CV Stock on December 31, 2000 and 1999,
respectively.
6. Distributions to participants
Distribution to Participants include termination payments or
withdrawals by Marathon employees amounting to $74,411 and
capital disbursements for Marathon employees of $1,045,227
arising from the agreement dated January 22, 2000 whereby
Marathon employees were no longer eligible to participate in
the Plan.
7. Tax status
The Plan is an employee profit sharing plan as defined in
Section 144(1) of the Income Tax Act of Canada. All amounts
contributed to a Participant's account are taxable to such
Participant under Canadian income tax rules. No U.S. taxes
are paid or withheld on amounts contributed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, Georgia-Pacific Corporation, the Plan Administrator
has duly caused this annual report to be signed by the
undersigned hereunto duly authorized.
GEORGIA-PACIFIC CORPORATION -
GEORGIA-PACIFIC GROUP CANADIAN
EMPLOYEES STOCK PURCHASE PLAN
By: /s/ Patricia A. Barnard
Patricia A. Barnard
Executive Vice
President -
Human Resources
Date: March 29, 2001
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