SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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) December 6, 2001
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GEORGIA-PACIFIC CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
GEORGIA 1-3506 93-0432081
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number Identification Number)
133 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (404) 652-4000
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Item 5. Other Events.
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The following is qualified entirely by reference to our 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, their amendments filed as Exhibits 10.1 to 10.5 of our
Current Report on Form 8-K for the report dated March 15, 2001, and the further
amendments which are filed with this Current Report as Exhibits 10.1 to 10.3.
Our credit facilities, described in Management's Discussion and Analysis in
our Form 10-Q for the quarterly period ended September 29, 2001, contained
certain restrictive covenants, including a maximum leverage ratio (Funded
Indebtedness to EBITDA, as defined in the credit facilities) and a minimum net
worth covenant. As of the Effective Date of each amendment (as defined in each
amendment) our maximum leverage ratio was replaced with a new ratio, expressed
as total debt to total capitalization (the "Leverage Ratio"). This new Leverage
Ratio is calculated by dividing the Total Debt of the Company and its
subsidiaries on a consolidated basis by the sum of (a) our Adjusted Net Worth on
a consolidated basis plus (b) the aggregate amount of our Total Debt on a
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consolidated basis (as such defined terms are defined in the amendments). Our
minimum net worth covenant has also been amended to provide adjustments for the
benefit of (a) any Goodwill Amount (as defined in the amendments) and (b) the
amount of adjustments to our Net Worth resulting from the redemption and
exchange of the stock of The Timber Company (our former timber operations
tracking stock) and the subsequent merger of our timber business with that of
Plum Creek Timber Company, Inc. In connection with the two amendments to our
existing financial covenants, the amended credit facilities include two new
financial covenants, an Interest Coverage Ratio and a maximum total debt
limitation. The Interest Coverage Ratio is calculated by dividing four-quarter
trailing EBITDA by four-quarter trailing Interest Charges (as defined in the
amendments). The maximum total debt limitation provides that until our Leverage
Ratio falls below 65%, the Total Debt of the Company and its subsidiaries on a
consolidated basis cannot exceed $13,065,000,000, which amount will be reduced
by the Net Proceeds of Asset Sales (as such defined terms are defined in the
amendments).
The table below lists the new financial covenant requirements as of the
Effective Date and the actual amounts as of September 29, 2001.
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Covenant Requirement As Of The Effective Date Ratio or amount at September 29, 2001
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Leverage Ratio Maximum 72.5% with step-downs to 65.0% 70.09%
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Interest Coverage Ratio Minimum 2.25-to-1, with step-ups to 3-to-1 2.8x
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Maximum Total Debt $13,065 million $12,934 million*
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Minimum Net Worth $4,815 million $5,519 million*
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* For illustrative purposes only. The 4th quarter 2001 amounts will include
adjustments for The Timber Company transaction referenced above.
In addition to the above-noted financial covenant changes, the amendments
to each of the credit facilities include other changes. The maturity date for
our capital markets bridge facility has been extended to August 16, 2002. The
letter of credit commitment in the multi-year revolving credit facility has been
increased from $300,000,000 to $600,000,000; the amendment to the multi-year
revolving credit facility includes a step-down of aggregate commitments under
this facility of $250,000,000 each year starting on December 31, 2002 and ending
on December 31, 2004 if our aggregate commitments (by virtue of optional
reductions) are not less than or equal to $3,000,000,000. Furthermore, for each
credit facility, the term "Indebtedness for Borrowed Money" has been revised to
provide that, although Indebtedness for Borrowed
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Money excludes all indebtedness or obligations of the Company arising under our
Premium Equity Participating Security Units ("PEPs"), beginning on August 16,
2002, that term will include indebtedness arising under the PEPs Senior
Deferrable Notes. In addition, a premium (the "Applicable Premium") will be
added to each loan based on our Leverage Ratio at the end of each fiscal
quarter. In connection with these amendments we have agreed to pay certain
additional fees to our lenders.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits.
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(c) Exhibits
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10.1 Third Amendment, to Credit Agreement, dated as of December 5, 2001, by and
among Georgia-Pacific Corporation, each of the Lenders (as defined in the
Credit Agreement) and Bank of America, N.A., as Issuing Bank and as
administrative agent for itself and the Lenders to the Credit Agreement
(Multi-Year Revolving Credit Facility), dated as of November 3, 2000, as
amended by (i) the First Amendment To Credit Agreement, dated as of January 26,
2001 and (ii) the Second Amendment To Credit Agreement, dated as of March 15,
2001.
10.2 Second Amendment, to Credit Agreement, dated as of December 5, 2001, by and
among Georgia-Pacific Corporation, each of the Lenders (as defined in the
Credit Agreement) and Bank of America, N.A., as administrative agent for itself
and the Lenders to the Credit Agreement (18-Month Revolving Credit Facility),
dated as of November 3, 2000, as amended by the First Amendment To Credit Agreement,
dated as of March 15, 2001.
10.3 Second Amendment, to Credit Agreement, dated as of December 5, 2001, by and
among Georgia-Pacific Corporation, each of the Lenders (as defined in the
Credit Agreement) and Bank of America, N.A., as administrative agent for
itself and the Lenders to the Credit Agreement (Capital Markets Bridge Facility),
dated as of November 3, 2000, as amended by the First Amendment To Credit
Agreement, dated as of March 15, 2001.
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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: December 12, 2001
GEORGIA-PACIFIC CORPORATION
By /s/ Kenneth F. Khoury
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Kenneth F. Khoury
Vice President, Deputy General
Counsel and Secretary
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GEORGIA-PACIFIC CORPORATION
Exhibit Index to Form 8-K
Exhibit No. Sequentially Numbered Description
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10.1 Third Amendment, to Credit Agreement, dated as of December 5, 2001, by and
among Georgia-Pacific Corporation, each of the Lenders (as defined in the
Credit Agreement) and Bank of America, N.A., as Issuing Bank and as
administrative agent for itself and the Lenders to the Credit Agreement
(Multi-Year Revolving Credit Facility), dated as of November 3, 2000, as
amended by (i) the First Amendment To Credit Agreement, dated as of January
26, 2001 and (ii) the Second Amendment To Credit Agreement, dated as of
March 15, 2001.
10.2 Second Amendment, to Credit Agreement, dated as of December 5, 2001, by
and among Georgia-Pacific Corporation, each of the Lenders (as defined in
the Credit Agreement) and Bank of America, N.A., as administrative agent
for itself and the Lenders to the Credit Agreement (18-Month Revolving Credit
Facility), dated as of November 3, 2000, as amended by the First Amendment To
Credit Agreement, dated as of March 15, 2001.
10.3 Second Amendment, to Credit Agreement, dated as of December 5, 2001, by and
among Georgia-Pacific Corporation, each of the Lenders (as defined in the
Credit Agreement) and Bank of America, N.A., as administrative agent for
itself and the Lenders to the Credit Agreement (Capital Markets Bridge
Facility), dated as of November 3, 2000, as amended by the First Amendment
To Credit Agreement, dated as of March 15, 2001.
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