SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 15, 2001
GEORGIA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
GEORGIA 1-3506 93-0432081
(State or Other (Commission (IRS Employer
Jurisdiction File Number Identification Number)
of Incorporation)
133 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (404) 652-4000
Item 5. Other Events.
The following is qualified entirely by reference to our
revolving credit facilities filed as Exhibits 10.20 to 10.23
of our Annual Report on Form 10-K for the fiscal year ended
December 30, 2000 ("Form 10-K"), as amended as set forth in
Exhibits 10.1 to 10.5 hereto.
Our revolving credit facilities, described in Note 5 to our
Notes to Consolidated Financial Statements as set forth in
our Annual Report on Form 10-K, contain certain restrictive
covenants, including a maximum leverage ratio. Our maximum
leverage ratio (Funded Indebtedness to EBITDA, as defined in
our credit facilities) is 4.5 to 1.0 through March 31, 2001
and was 4.0 to 1.0 thereafter. On March 15, 2001, our
maximum leverage ratio was amended as follows:
Fiscal Quarter End Dates Ratio
March 31, 2001 4.50 to 1.00
June 30, 2001 4.75 to 1.00
September 29, 2001
and December29, 2001 4.50 to 1.00
March 30, 2002 4.25 to 1.00
June 29, 2002 and thereafter 4.00 to 1.00
We have the option ("Option") to adjust our maximum leverage
ratio to 4.0 to 1.0 at any time after October 1, 2001 and
prior to June 29, 2002. Our interest rate for funds
borrowed increases by 25 basis points until we exercise that
Option or June 29, 2002, whichever comes first. We have
also adjusted the definition of indebtedness to exclude our
Premium Equity Participating Units (PEPS Units).
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
10.1 First Amendment to Credit Agreement, dated as of
January 26, 2001, by and among Georgia-Pacific
Corporation, Bank of American, N.A., as Agent and
Issuing Bank and several financial institutions
parties to the Credit Agreement (Multi-Year
Revolving Credit Facility), dated as of November 3,
2000.
10.2 Second Amendment, to Credit Agreement, dated as of
March 15, 2001, by and among Georgia-Pacific
Corporation, Bank of American, N.A., as Agent and
Issuing Bank and several financial institutions
parties to the Credit Agreement (Multi-Year
Revolving Credit Facility), dated as of November 3,
2000.
10.3 First Amendment, to Credit Agreement, dated as of
March 15, 2001, by and among Georgia-Pacific
Corporation, Bank of American, N.A., as Agent and
Issuing Bank and several financial institutions
parties to the Credit Agreement (18-Month Revolving
Credit Facility), dated as of November 3, 2000.
10.4 First Amendment, to Credit Agreement, dated as of
March 15, 2001, by and among Georgia-Pacific
Corporation, Bank of American, N.A., as Agent and
Issuing Bank and several financial institutions
parties to the Credit Agreement (Asset Disposition
Bridge Facility), dated as of November 3, 2000.
10.5 First Amendment, to Credit Agreement, dated as of
March 15, 2001, by and among Georgia-Pacific
Corporation, Bank of American, N.A., as Agent and
Issuing Bank and several financial institutions
parties to the Credit Agreement (Capital Markets
Bridge Facility), dated as of November 3, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
DATED: March 15, 2001
GEORGIA-PACIFIC CORPORATION
By /s/ Kenneth F. Khoury
Kenneth F. Khoury
Vice President, Deputy General
Counsel and Secretary
GEORGIA-PACIFIC CORPORATION
Exhibit Index to Form 8-K
Exhibit No. Sequentially Numbered Description
10.1 First Amendment to Credit Agreement, dated as of
January 26, 2001, by and among Georgia-Pacific
Corporation, Bank of American, N.A., as Agent and
Issuing Bank and several financial institutions
parties to the Credit Agreement (Multi-Year
Revolving Credit Facility), dated as of November
3, 2000.
10.2 Second Amendment, to Credit Agreement, dated as of
March 15, 2001, by and among Georgia-Pacific
Corporation, Bank of American, N.A., as Agent and
Issuing Bank and several financial institutions
parties to the Credit Agreement (Multi-Year
Revolving Credit Facility), dated as of November
3, 2000.
10.3 First Amendment, to Credit Agreement, dated as of
March 15, 2001, by and among Georgia-Pacific
Corporation, Bank of American, N.A., as Agent and
Issuing Bank and several financial institutions
parties to the Credit Agreement (18-Month
Revolving Credit Facility), dated as of November
3, 2000.
10.4 First Amendment, to Credit Agreement, dated as of
March 15, 2001, by and among Georgia-Pacific
Corporation, Bank of American, N.A., as Agent and
Issuing Bank and several financial institutions
parties to the Credit Agreement (Asset Disposition
Bridge Facility), dated as of November 3, 2000.
10.5 First Amendment, to Credit Agreement, dated as of
March 15, 2001, by and among Georgia-Pacific
Corporation, Bank of American, N.A., as Agent and
Issuing Bank and several financial institutions
parties to the Credit Agreement (Capital Markets
Bridge Facility), dated as of November 3, 2000.