-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OAMxdDO/3EYtSpDpS5Is9lX+6XiGLvq8y+jB3qaGjS19zNaj0sKh5FrMt49WHKtc u5Y/j2KLxTMOPRfe+3W1eQ== 0000932471-03-000109.txt : 20030210 0000932471-03-000109.hdr.sgml : 20030210 20030210124601 ACCESSION NUMBER: 0000932471-03-000109 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VANGUARD FIDUCIARY TRUST CO CENTRAL INDEX KEY: 0000933478 IRS NUMBER: 232186884 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 500 ADMIRAL NELSON BLVD CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106691000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA PACIFIC CORP CENTRAL INDEX KEY: 0000041077 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 930432081 STATE OF INCORPORATION: GA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06148 FILM NUMBER: 03546530 BUSINESS ADDRESS: STREET 1: 133 PEACHTREE ST NE STREET 2: 41ST FL CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4046524000 MAIL ADDRESS: STREET 1: 133 PEACHTREE ST NE STREET 2: 41ST FL CITY: ATLANTA STATE: GA ZIP: 30303 SC 13G/A 1 georgiapacificcorp.txt GEORGIA-PACIFIC CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.: 1)* Name of Issuer: Georgia-Pacific Corporation Title of Class of Securities: Georgia-Pacific Group Common Stock CUSIP Number: 373298108 Date of Event Which Requires Filing of this Statement: December 31, 2002 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (X) Rule 13d-1(b) ( ) Rule 13d-1(c) ( ) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the following page(s)) PAGE 1 OF 6 PAGES 13G CUSIP No.: 373298108 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vanguard Fiduciary Trust Company, in its capacity as trustee for certain employee benefit plan(s). I.R.S. Identification Number 23-2186884. 2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP Not Applicable A. B. 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania (For questions 5-8, report the number of shares beneficially owned by each reporting person with:) 5. SOLE VOTING POWER None 6. SHARED VOTING POWER 29,844,897 Shares 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 29,844,897 Shares PAGE 2 OF 6 PAGES 13G CUSIP No.: 373298108 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,844,897 Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.935% 12. TYPE OF REPORTING PERSON BK Page 3 of 6 Pages SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 ____________ Item 1 (a) - Name of Issuer Georgia-Pacific Corporation Item 1 (b) - Address of Issuer's Principal Executive Officers: 133 Peachtree Street, N.E., 41st Floor Atlanta, GA 30303 Item 2 (a) - Name of Person Filing: Vanguard Fiduciary Trust Company, in its capacity as trustee for certain employee benefit plan(s). Item 2 (b) - Address of Principal Business Office or, if none, residence 500 Admiral Nelson Blvd. Malvern, PA 19355 Item 2 (c) - Citizenship Pennsylvania Item 2 (d) - Title of Class of Securities Georgia-Pacific Group Common Stock Item 2 (e) - CUSIP Number 373298108 Item 3 - Type of Filing: If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (b) X Bank as defined in Section 3(a)(6) of the Act. PAGE 4 OF 6 PAGES Item 4 - Ownership: (a) Amount Beneficially Owned: 29,844,897 Shares (b) Percent of Class: 11.935% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: None (ii) shared power to vote or to direct the vote: 29,844,897 Shares* (iii) sole power to dispose or to direct the disposition of: None (iv) shared power to dispose or to direct the disposition of: 29,844,897 shares** * Vanguard Fiduciary Trust Company is the trustee of certain employee benefit plans, which are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Shares of the issuer's Common Stock are held in trust for the benefit of employees in the plans. As of December 31, 2002, the trustee held 29,844,897 shares of the issuer's Common Stock on behalf of the plans, all of which had been allocated to plan participants. The plan trustee votes shares allocated to participant accounts as directed by participants subject to Section 404 of ERISA. ** Shares of Common Stock are held in the issuer's employee benefit plans in various accounts and were allocated by the source of contribution (employer, the predecessor to the employer or the employee). Shares of Common Stock held by the trustee on behalf of the plans may be disposed of by the plans or the trustee only in accordance with the terms of the plans. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. All of the securities are beneficially held by Vanguard Fiduciary Trust Company in its fiduciary capacity, as trustee of issuer's employee benefit plans. As a result, participants in the plans are entitled to receive dividends or proceeds from the sale of shares as reflected in this Schedule 13G. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable PAGE 5 OF 6 PAGES Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Vanguard Fiduciary Trust Company disclaims beneficial ownership of all shares held in trust by the trustee that have been allocated to the individual accounts of participants in the plans for which directions have been received, pursuant to Rule 13d-4 under the Securities Exchange Act of 1934. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: FEBRUARY 10, 2003 VANGUARD FIDUCIARY TRUST COMPANY, TRUSTEE BY:______________________________________ NAME: JOSEPH DIETRICK TITLE: ASSISTANT SECRETARY PAGE 6 OF 6 PAGES -----END PRIVACY-ENHANCED MESSAGE-----