<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
GEORGIA GULF CORPORATION
(Name of Registrant as Specified In Its Charter)
JOEL I. BEERMAN, VICE PRESIDENT - GENERAL COUNSEL AND SECRETARY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14-a6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
........................................................
2) Aggregate number of securities to which transaction
applies:
........................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 1-11:
........................................................
4) Proposed maximum aggregate value of transaction:
........................................................
Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
........................................................
2) Form, Schedule or Registration Statement Number:
........................................................
3) Filing Party:
........................................................
4) Date Filed:
........................................................
<PAGE>
<PAGE>
GEORGIA GULF CORPORATION
400 Perimeter Center Terrace
Suite 595
Atlanta, Georgia 30346
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 17, 1994
To the Stockholders:
The Annual Meeting of Stockholders of Georgia Gulf Corporation
will be held in the Conference Center at the South Terraces, 115
Perimeter Center Place, Atlanta, Georgia 30346, on May 17, 1994 at
1:30 p.m. local time for the following purposes:
(1) To elect three Directors to serve for a term of
three years;
(2) To consider and take action to approve and adopt the
1994 Employee Stock Purchase Plan;
(3) To consider and take action upon the ratification of
the selection of Arthur Andersen & Co. to serve as the independent
public accountants for the Company for the year ending December 31,
1994; and
(4) To transact such other business as may properly come
before the meeting.
The Board of Directors has fixed the close of business on
March 21, 1994, as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting.
You are cordially invited to attend the meeting. However,
whether or not you plan to be personally present at the meeting,
please complete, date and sign the enclosed proxy and return it
promptly in the enclosed postage prepaid envelope.
By Order of the Board of Directors,
Joel I. Beerman
Vice President, General Counsel
and Secretary
Dated: March 30, 1994
<PAGE>
GEORGIA GULF CORPORATION
400 Perimeter Center Terrace
Suite 595
Atlanta, Georgia 30346
PROXY STATEMENT
For Annual Meeting of Stockholders To Be Held May 17, 1994
GENERAL
This proxy statement and the accompanying form of proxy are
being furnished to the stockholders of Georgia Gulf Corporation
(the "Company") on or about March 30, 1994 in connection with the
solicitation of proxies by the Board of Directors of the Company
for use at the Annual Meeting of Stockholders to be held on May 17,
1994 at 1:30 p.m. local time in the Conference Center at the South
Terraces, 115 Perimeter Center Place, Atlanta, Georgia 30346, and
any adjournment thereof. Any stockholder who executes and delivers
a proxy may revoke it at any time prior to its use by (i) giving
written notice of revocation to the Secretary of the Company, (ii)
executing a proxy bearing a later date, or (iii) appearing at the
meeting and voting in person.
Unless otherwise specified, all shares represented by
effective proxies will be voted in favor of (i) election of the
three nominees as Directors; (ii) approval and adoption of the 1994
Employee Stock Purchase Plan; and (iii) ratification of the
selection of Arthur Andersen & Co. to serve as the independent
public accountants for the Company for the year ending December 31,
1994. The Board of Directors does not know of any other business
to be brought before the meeting, but as to any such other
business, proxies will be voted upon any such matters in accordance
with the best judgment of the person or persons acting thereunder.
The cost of soliciting proxies will be borne by the Company.
In addition to use of the mails, proxies may be solicited in person
or by telephone or telegram by Directors and officers of the
Company who will not receive additional compensation for such
services. The Company has retained W.F. Doring & Co. to assist in
the solicitation of proxies for a fee not to exceed $5,000.
Brokerage houses, nominees, custodians and fiduciaries will be
requested to forward soliciting material to beneficial owners of
stock held of record by them, and the Company will reimburse such
persons for their reasonable expenses in doing so.
Only holders of record of outstanding shares of Common Stock
of the Company at the close of business on March 21, 1994, are
entitled to notice of, and to vote at the meeting. Each
stockholder is entitled to one vote for each share held on the
record date. There were 41,216,751 shares of Common Stock
outstanding and entitled to vote on March 21, 1994.
When a quorum is present at the meeting, the vote of the
holders of a majority of the stock having voting power present in
person or by proxy shall decide the action proposed in each matter
listed in the accompanying Notice of Annual Meeting of Stockholders
except the election of directors, who are elected by a plurality of
all votes cast. Abstentions and broker "non-votes" will be counted
as present in determining whether the quorum requirement is
satisfied. A "non-vote" occurs when a nominee holding shares for
a beneficial owner votes on one proposal pursuant to discretionary
authority or instructions from the beneficial owner, but does not
vote on another proposal because the nominee has not received
instruction from the beneficial owner and does not have
discretionary power. The aggregate number of votes entitled to be
cast by all stockholders present in person or represented by proxy
at the meeting, whether those stockholders vote "For," "Against" or
abstain from voting, will be counted for purposes of determining
the minimum number of affirmative votes required for approval of
such proposals, and the total number of votes cast "For" each of
these proposals will be counted for purposes of determining whether
sufficient affirmative votes have been cast. An abstention from
voting by a stockholder on a proposal has the same effect as a vote
"Against" such proposal. Broker "non-votes" are not counted for
purposes of determining whether a proposal has been approved.
PRINCIPAL STOCKHOLDERS
The following table sets forth information as of March 21,
1994 regarding the ownership of the Company's Common Stock by each
person known to the Company to be the beneficial owner of more than
5% of the Company's Common Stock.
<TABLE>
<CAPTION>
Shares
Beneficially Percent of
Beneficial Owner(1) Owned Class
<S> <C> <C>
FMR Corp. 4,441,538 (2) 10.8%
82 Devonshire Street
Boston, MA 02109
Wellington Management Company 4,203,210(3) 10.2%
75 State Street
Boston, MA 02109
J. P. Morgan & Co. Incorporated 3,672,305(4) 8.9%
60 Wall Street
New York, NY 10260
Loomis, Sayles & Company, L.P. 3,666,200(5) 8.9%
One Financial Center
Boston, MA 02111
Vanguard/Windsor Fund, Inc. 2,919,400(6) 7.1%
P. O. Box 2600
Valley Forge, PA 19482
James R. Kuse 2,884,586(7) 7.0%
400 Perimeter Center Terrace
Suite 595
Atlanta, GA 30346
(1) The information shown above is based upon information
furnished to the Company by the named persons. Beneficial
ownership as reported in the table has been determined in
accordance with Securities and Exchange Commission
regulations. All persons shown in the table have sole voting
and investment power with regard to the shares shown except as
otherwise indicated.
(2) According to the Schedule 13G of FMR Corp., ("FMR"), FMR is
the beneficial owner of 4,441,538 shares, which includes
313,800 shares with respect to which FMR has sole voting power
and 4,441,538 shares with respect to which FMR has sole
dispositive power.
(3) According to the Schedule 13G of Wellington Management
Company, ("Wellington"), Wellington is the beneficial owner of
4,203,210 shares, which includes 1,017,440 shares with respect
to which Wellington has shared voting power and 4,203,210
shares with respect to which Wellington has shared dispositive
power.
(4) According to the Schedule 13G of J. P. Morgan & Company
Incorporated, ("Morgan"), Morgan is the beneficial owner of
3,672,305 shares, which includes 1,771,900 shares with respect
to which Morgan has sole voting power and 3,672,305 shares
with respect to which Morgan has sole dispositive power.
(5) According to the Schedule 13G of Loomis, Sayles & Company,
L.P., ("Loomis"), Loomis is the beneficial owner of 3,666,200
shares, which includes 1,532,940 shares with respect to which
Loomis has sole voting power and 3,666,200 shares with respect
to which Loomis has shared dispositive power.
(6) According to the Schedule 13G of Vanguard/Windsor Fund, Inc.,
("Vanguard"), Vanguard is the beneficial owner of 2,919,400
shares, which includes 2,919,400 shares with respect to which
Vanguard has sole voting power and 2,919,400 shares with
respect to which Vanguard has shared dispositive power.
(7) Includes 70,500 shares owned by Mr. Kuse's wife; 195,266
shares held in trust for the Kuse Foundation, of which Mr.
Kuse and his wife are trustees; 440,400 shares held in trust
for the benefit of Mr. Kuse and 440,400 shares held in trust
for the benefit of Mrs. Kuse.
</TABLE>
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation, as amended,
provides that the Board of Directors be divided into three classes,
each consisting, as nearly as possible, of one-third of the total
number of Directors constituting the Board of Directors, with each
class to serve for a term of three years. In accordance with the
Company's by-laws, at the regularly scheduled Board of Directors'
meeting held February 1, 1994, the Board of Directors increased the
number of Directors of the Company from seven to eight with the
newly created position to be designated as a Class I directorship
with a term expiring at the annual meeting of stockholders to be
held in 1994. Further, the Board of Directors elected Dennis M.
Chorba to fill the newly created Class I directorship to hold
office for the remainder of the full term for a Class I Director.
Accordingly, the following nominees, each of whom is an incumbent
Class I Director, are proposed for election in Class I, to serve a
term of three years:
Class I
- John D. Bryan
- Dennis M. Chorba
- Edward S. Smith
Unless instructed otherwise, the proxies will be voted for the
election of the three nominees named above to serve for a term of
three years. If any nominee is unable to serve, proxies may be
voted for a substitute nominee selected by the Board of Directors.
NOMINEES FOR ELECTION IN CLASS I ON MAY 17, 1994
John D. Bryan, age 60, served as Vice President - Operations
of the Company from its inception on January 1, 1985, until his
retirement effective December 31, 1989. He continues to serve as
a Director of the Company, a position he has held since inception.
Dennis M. Chorba, age 53, served as Vice President -
Administration from February 1992 until his retirement, effective
March 31, 1994. Mr. Chorba also served as Vice President and
General Counsel from May 1989 to February 1992 and as Vice
President - Legal and Human Resources from the Company's inception
until May 1989. Mr. Chorba was elected as a Director of the
Company in February 1994.
Edward S. Smith, age 74, has served as a Director of the
Company since May 1985. Mr. Smith has been President of Ted Smith
& Company, an international business consulting company, since
March 1986.
CONTINUING DIRECTORS
Alfred C. Eckert III, age 46, has served as a Director of the
Company since May 1985. Mr. Eckert has been President of Greenwich
Street Capital Partners, Inc., a division of Travelers, Inc., since
January, 1994 and a principal of Greycliff Partners, Ltd. since
December 1991. Prior to December 1991, he had been a partner of
Goldman, Sachs & Co., investment advisors to the Company, for more
than five years. Mr. Eckert is a director of HBO & Company.
Robert E. Flowerree, age 73, has served as a Director of the
Company since May 1985. Mr. Flowerree has been a private investor
since 1983. Prior thereto, he was Chairman of the Board of
Directors of Georgia-Pacific Corporation.
Holcombe T. Green, Jr., age 54, has served as a Director of
the Company since its inception. Since October 1992, Mr. Green has
served as Chairman and Chief Executive Officer of WestPoint Stevens
Inc., a textile manufacturing company. Mr. Green has been the
principal of Green Capital Investors, L.P. since October 1987. Mr.
Green is also Chairman of the Boards of HBO & Company and Rhodes,
Inc.
James R. Kuse, age 63, has served as Chairman of the Board
and a Director of the Company since its inception. From March 1985
until February 1991, Mr. Kuse also served as Chief Executive
Officer, and from its inception until May 1989 served as President.
Mr. Kuse is a director of Rhodes, Inc.
Jerry R. Satrum, age 49, has served as Chief Executive Officer
of the Company since February 1991 and as President since May 1989
and prior thereto served as Vice President - Finance and Treasurer
from its inception. Mr. Satrum has been a Director of the Company
since its inception.
Directors are elected annually to serve until the expiration
of the term of their Class or until their successors are elected
and qualified. The Chairman, provided he is not employed by the
Company, is paid an annual fee of $42,000; an attendance fee of
$1,500 per meeting; is reimbursed for travel expenses and is
provided an office, the use of a Company-owned or Company-leased
vehicle and financial and tax consulting services. Directors who
are not executive officers of the Company are paid an annual fee of
$30,000 and an attendance fee of $1,500 per meeting and are
reimbursed for travel expenses.
Alfred C. Eckert III, Robert E. Flowerree, Holcombe T. Green,
Jr. and Edward S. Smith serve as the Audit Committee of the Board
of Directors. The primary functions of the Audit Committee are to
review the adequacy of the system of internal controls and
management information systems and to review the planning and
results of the audit examination with the Company's independent
public accountants. The Committee held one meeting in 1993 in
conjunction with a regular Board of Director's meeting.
The Board of Directors has no standing nominating or
compensation committees. The Board of Directors held four meetings
in 1993. During the last fiscal year, no Director attended fewer
than 75% of the total number of meetings of the Board of
Directors and any committee on which he served. No Director or
executive officer of the Company is related to any other Director
or executive officer of the Company.
Directors, officers and certain beneficial owners are required
to file reports of their holdings and transactions in the Company's
Common Stock with the Securities and Exchange Commission pursuant
to the federal securities laws. During 1994, one report, reporting
three transactions, though completed timely, was filed six days
late for Mr. Green.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information concerning the
number of shares owned by each Director and each executive officer
named in the Summary Compensation Table below and by all Directors
and officers of the Company as a group as of March 21, 1994.
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Beneficial Percent of
Address Ownership(1) Class (1)
<S> <C> <C>
John D. Bryan 1,747,682(2) 4.2%
Dennis M. Chorba 964,610(3) 2.3%
Alfred C. Eckert III 8,180 *
Robert E. Flowerree 200,690(4) *
Holcombe T. Green, Jr. 918,006(5) 2.2%
James R. Kuse 2,884,586(6) 7.0%
Jerry R. Satrum 1,167,435(7) 2.8%
Edward S. Smith 32,510 *
Richard B. Marchese 71,144(8) *
Edward A. Schmitt 110,774(9) *
Thomas G. Swanson 70,819(10) *
All Directors and
officers as a
group (14 persons) 8,318,651(11) 20.2%
* Represents less than 1%.
(1) Unless otherwise indicated, each person has sole voting and
dispositive power with respect to all shares listed opposite his
name.
(2) Includes 189,838 shares owned by Mr. Bryan's wife and 307,606
shares held in trust for The Challenge Foundation, of which Mr.
Bryan is trustee.
(3) Includes 47,000 shares owned by Mr. Chorba's wife; 1,960 shares
held in trust for the Chorba Educational Trust; and 2,500 shares
held in trust for The Covenant Foundation. Mr. and Mrs. Chorba
are trustees for both trusts.
(4) Includes 5,640 shares owned by Mr. Flowerree's wife.
(5) Includes 391,436 shares held in trust for the benefit of Mr.
Kuse's children and grandchild, with respect to which Mr. Green
is trustee; 86,250 shares owned by Mr. Green's wife; 92,400
shares held by a limited partnership of which Mr. Green's wife
is a general partner; and 1,997 shares held in an Individual
Retirement Account for the benefit of Mr. Green.
(6) Includes 70,500 shares owned by Mr. Kuse's wife; 195,266 shares
held in trust for the Kuse Foundation, of which Mr. Kuse and his
wife are trustees; 440,400 shares held in trust for the benefit
of Mr. Kuse and 440,400 shares held in trust for the benefit of
Mrs. Kuse.
(7) Includes 50,000 shares owned by Mr. Satrum's wife; 6,490 shares
held by Mrs. Satrum as trustee for their child; and 88,316
shares held by Mr. Satrum as trustee for John Bryan's children.
(8) Includes 1,700 shares held in trust for Mr. Marchese's children,
for which Mrs. Marchese is trustee and 30,000 shares which may
be acquired pursuant to presently exercisable options.
(9) Includes 8,000 shares owned by Mr. Schmitt's children and 14,000
shares which may be acquired pursuant to presently exercisable
options.
(10) Includes 15,000 shares owned by Mr. Swanson's wife and 25,000
shares which may be acquired pursuant to presently exercisable
options.
(11) Includes 83,000 shares which may be acquired pursuant to
presently exercisable options.
</TABLE>
EXECUTIVE COMPENSATION
Cash Compensation
The following table sets forth the cash compensation for the last
three years ended December 31 for the Chief Executive officer and the
four other most highly compensated executive officers of the Company
who were serving at year end (and one individual, inclusion of whom
would have been required had he been an executive officer at year end)
for services in such capacities.
<TABLE>
<CAPTION>
<PAGE>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
Securities
Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Options(#) Compensation ($)(1)
<S> <C> <C> <C> <C> <C>
Jerry R. Satrum 1993 436,800 0 11,022(2)
President and Chief 1992 420,000 0 10,889
Executive Officer 1991 391,674 175,000 10,763
Dennis M. Chorba 1993 270,408 0 12,328(2)
Vice President - 1992 260,016 0 12,195
Administration & Secretary 1991 247,008 70,000 12,069
Edwin S. Schiffer(3) 1993 197,088 0 13,660(2)
Vice President - 1992 260,016 0 13,527
Polymer Group 1991 247,008 70,000 13,401
Richard B. Marchese 1993 234,000 0 45,000 14,949(2)
Vice President - 1992 225,000 0 14,816
Finance, Chief Financial 1991 210,000 70,000 14,690
Officer & Treasurer
Thomas G. Swanson 1993 234,000 0 45,000 15,340(2)
Vice President - 1992 225,000 0 15,207
Supply & Corporate 1991 210,000 70,000 15,081
Development
Edward A. Schmitt(4) 1993 160,986 0 21,000 7,497(2)
Vice President
Operations, Commodity
Chemicals Group
(1) Includes amounts paid under the Company's Savings and Capital Growth Plan, a defined
contribution plan and amounts included as income under the Company's Life Insurance program.
(2) For 1993, the Company contributed the amount of $7,497 for each executive officer under the
Savings and Capital Growth Plan. Amounts included as income under the Company's Life
Insurance Program for 1993 were as follows: for Mr. Satrum, $3,525; for Mr. Chorba, $4,831;
for Mr. Marchese, $7,452; for Mr. Swanson, $7,843 and for Mr. Schmitt, $0.
(3) Mr. Schiffer retired effective August 17, 1993.
(4) Mr. Schmitt was named Vice President, Operations, Commodity Chemicals Group effective August,
1993.
</TABLE>
<PAGE>
<PAGE>
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
The following table sets forth information regarding options to
purchase shares of the Company's common stock granted to officers of the
Company named in the Summary Compensation Table above under the Company's
1990 Equity Incentive Plan. The Option Plan provides that options become
exercisable in amounts equal to one third of the total shares awarded to
each optionee under the Option Plan on June 30, 1992; June 30, 1993 and
June 30, 1994 provided that the optionee has remained in the continuous
employ of the Company. In the event the Company experiences a "Change
in Control", any options or portions thereof which have not yet expired
become immediately exercisable. Generally, a "Change in Control" shall
have occurred (i) if the Company is merged or consolidated with an entity
or sells substantially all of its assets to an entity and immediately
thereafter the Company's shareholders have less than a majority of the
combined voting power of the outstanding securities of the combined or
acquiring entity, (ii) in the case of an acquisition by a person of more
than 15% of the Company's common stock, (iii) in the case of a tender or
exchange offer for more than 15% of the Company's common stock or (iv)
if certain changes in the Company's Board of Directors occur.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal at Fiscal Year End ($)(1)
Year End Exercisable/ Exercisable/
Name Unexercisable Unexercisable
<S> <C> <C>
Richard B. 30,000/15,000 $439,200/219,600
Marchese
Thomas G.
Swanson 25,000/15,000 $366,000/219,600
Edward A.
Schmitt 14,000/7,000 $204,960/102,480
(1) The Value of Unexercised In the Money Options at Fiscal Year End is
calculated by multiplying $14.64, representing the difference
between the closing price of the registrant's Common Stock (as
reported in the Record of Composite Transactions for New York Stock
Exchange listed securities and printed in The Wall Street Journal)
on December 31, 1993, ($22.38), and the stock purchase price
pursuant to the Nonqualified Stock Option Agreements under which the
options were granted, ($7.75), times the number of shares subject
to options.
</TABLE>
<PAGE>
Retirement Plan
The Company's Officer Retirement Plan (the "Retirement Plan") is
represented by separate but identical agreements with each officer of the
Company. Subject to certain limitations, the Retirement Plan provides
that the Company will make annual payments to each officer after
retirement, disability or other termination for life equal to 50% of the
officer's average annual salary (as shown on the Summary Compensation
Table) during the last five years of his employment and, at the officer's
death, will continue to pay 50% of such amount to the officer's surviving
spouse for the remainder of such spouse's life. Full benefits are
payable upon retirement at age 65 or after attaining age 62 with 15 years
of service, including service with Georgia-Pacific Corporation. The
estimated annual benefits under the Retirement Plan payable to Messrs.
Satrum, Chorba, Marchese, Swanson, and Schmitt at normal retirement age,
assuming each had met the service requirement and had terminated
employment as of December 31, 1993, would be $185,223; $122,807;
$100,215; $100,963 and $61,824, respectively. Mr. Schiffer, who retired
effective August 1993, is eligible to receive approximately $79,036
annually, assuming that he defers any payment under the plan until he
reaches age 62. The benefits payable pursuant to the Retirement Plan
are reduced by amounts payable to the officer and to the officer's
surviving spouse under the Company's Salaried Employee's Retirement Plan
("SERP") and the value of the Company's contributions to the Company's
Savings and Capital Growth Plan ("Savings Plan"). In the case of the
Savings Plan contributions, the officer's interest is converted to an
actuarially equivalent joint and 50% survivor annuity for these purposes.
If an officer engages in certain competitive activity after retirement,
benefits under the Retirement Plan terminate. The formula benefit under
the Retirement Plan should exceed the offsetting amounts provided through
the SERP and the Savings Plan.
Compensation Committee Interlocks and Insider Participation
Although the Company has no formal Compensation Committee of the
Board of Directors, decisions on executive compensation are made by the
non-officer members of the Board, who are James R. Kuse, Robert E.
Flowerree, Holcombe T. Green, Jr., Alfred C. Eckert III, John D. Bryan,
and Edward S. Smith. Messrs. Kuse and Bryan are former officers of the
Company.
REPORT ON EXECUTIVE COMPENSATION
The compensation of the executive officers of the Company is based
on a policy of attracting, retaining and rewarding such officers by
compensating them at a level competitive with similarly situated
employees within the industry. Officer compensation consists of salary,
bonus payments under the Company's Management Incentive Bonus Plan, and
in the cases of executive officers other than Messrs. Satrum and Chorba,
the award of stock options under the Company's 1990 Incentive Equity
Plan. Officers participate in the Company's Savings & Capital Growth
Plan, Salaried Employees Retirement Plan, Officer Retirement Plan, and
life insurance program.
To determine that the annual compensation of the Chief Executive
Officer and the other officers of the Company is competitive with
similarly situated employees in the industry, the Directors making
decisions regarding such compensation referred to the Survey of
Industrial Chemicals Companies, comprising 31 chemical companies with
sales ranging from under $300 million to over $5 billion, found in the
1993 Conference Board Top Executive Compensation Survey.
In 1993, key employees of the Company, including the executive
officers, participated in the Company's Management Incentive Bonus Plan.
The objective of this plan is to motivate the performance of the
participants by creating the potential for increased compensation tied
directly to Company profit and individual performance. At the beginning
of each year, participants are assigned a bonus level, set primarily by
reference to their salary level. If the Company reaches a certain
corporate target for earnings before deductions of interest, taxes and
depreciation and any extraordinary items, bonuses are awarded to
participants. A participant's bonus may be increased by up to 20%, in
recognition of superior performance or it could be reduced, based on the
evaluation of the participant's performance by his or her supervisor.
For 1993, potential bonus levels for executive officers ranged from
approximately 38% to 60% of each executive officer's salary. Since the
Company did not meet its earnings target for 1993, no bonuses were paid
to any participants (including the officers) under the Management
Incentive Bonus Plan.
The Chief Executive Officer and the other officers are substantial
stockholders of the Company and are thus motivated to act to optimize
overall Company performance to the benefit of all stockholders. Also,
with the exception of Messrs. Satrum and Chorba, executive officers were
awarded stock options in accordance with the Company's 1990 Incentive
Equity Plan. This plan was intended to encourage key executives and
managerial employees to become owners of the Company's stock to increase
their interest in the Company's long-term success, to provide incentive
equity opportunities which are competitive with other similarly situated
companies and to stimulate the efforts of such employees by giving
suitable recognition for services which contribute materially to the
Company's success.
The Chief Executive Officer's salary is based on the above factors
and is believed to be competitive based on a comparison of his salary to
data published in independent national surveys. As a participant in the
Management Incentive Bonus Plan, the Chief Executive Officer is eligible
to receive a bonus provided the Company's earnings target is reached.
For 1993, the Chief Executive Officer's bonus level was approximately 60%
of his 1993 salary. Since the Company's earnings target was not reached
for 1993, the Chief Executive Officer did not receive a bonus.
Although the Company has no formal Compensation Committee of the
Board of Directors, decisions on executive compensation are made by the
non-officer members of the Board which include all Board members except
Jerry R. Satrum.
James R. Kuse Alfred C. Eckert III
Robert E. Flowerree John D. Bryan
Holcombe T. Green, Jr. Edward S. Smith
STOCK PERFORMANCE GRAPH
The following graph is a comparison of the five year cumulative
total return among Georgia Gulf Corporation, Standard & Poor's 500
Composite Index and Standard & Poor's Chemical Index. Stock performances
were calculated using the assumption that all dividends, including
distributions of cash, were reinvested in common stock. The stock
performance for Georgia Gulf Corporation was calculated using the
assumption that all dividends, including distributions of cash and senior
subordinated notes made in the Company's 1990 recapitalization, were
reinvested in the Company's Common Stock.
<TABLE>
<CAPTION>
Measurement S&P 500
Period Georgia Gulf Index Chemicals
<S> <C> <C> <C>
1988 100.00 100.00 100.00
1989 118.18 131.69 129.12
1990 192.92 127.60 109.64
1991 419.90 166.47 142.97
1992 406.28 179.15 156.56
1993 406.28 197.21 175.09
</TABLE>
<PAGE>
APPROVAL AND ADOPTION OF THE 1994 EMPLOYEE STOCK PURCHASE PLAN
General
On December 8, 1993, the Board of Directors adopted the 1994
Employee Stock Purchase Plan ("1994 Plan"), in the form attached hereto
as Exhibit A, covering 300,000 shares of Common Stock. The purpose of
the 1994 Plan is to give all eligible employees of the Company or any of
its subsidiaries who were employees on December 30, 1993, the opportunity
to subscribe to purchase shares of Common Stock on an installment basis
through payroll deductions and thereby obtain or increase a proprietary
interest in the Company. No officers of the Company participate in the
1994 Plan. A total of 770 employees elected to participate in the 1994
Plan, subject to stockholder approval. The number of shares which could
be subscribed for is limited to those which can be purchased, at the
purchase price on December 30, 1993, with periodic installments of not
less than $10 nor more than 15% of the employee's compensation. The
purchase price per share is the lower of $15.99, which was 85% of the
mean of the high and low sales prices of the Common Stock (as reported
in the Record of Composite Transactions for New York Stock Exchange
listed securities and printed in The Wall Street Journal) on November 30,
1993 (the offering date) or 85% of the mean of the high and low sales
price of the Common Stock (reported as described above) on December 30,
1994. The closing price of the Common Stock on March 21, 1994 (reported
as described above) was $28.25.
Payment for the shares will be made by payroll deductions during a
12-month period which commenced in January 1994 and terminates December
30, 1994. The number of shares subscribed for and the purchase price per
share are subject to adjustment in the event of the payment of stock
dividends or stock splits and certain other capital adjustments.
An employee may terminate his subscription at any time before the
full purchase price of the shares subscribed for has been paid and will
thereupon be entitled to receive the full amount withheld under the
employee's subscription agreement. An employee may also reduce the
number of shares subscribed for and receive a refund of the amount
withheld in excess of the amount which would have been withheld if his
subscription had been only the reduced number of shares, or may have the
excess applied to reduce the amount of future installments of the
purchase price for the reduced number of shares.
Federal Tax Aspects
The 1994 Plan is intended to qualify as an "employee stock purchase
plan" within the meaning of Section 423 of the Internal Revenue Code of
1986 (the "Code"). Under the Code and the 1994 Plan, a United States
employee who elects to participate in the offering and who is employed
by the Company on December 30, 1993 and continuously thereafter for the
period ending three months before the date of payment of the full
purchase price for the shares subscribed, does not realize income at the
time of the offering or when the shares of Common Stock which he
purchases are transferred to him. Instead, taxability to the employee
is deferred until he disposes of his shares.
If any employee disposes of shares transferred to him under the 1994
Plan after two years from the date of the offering of such shares and
after one year from the date of the transfer of such shares to him, or
in the event of the employee's death (whenever occurring) while owning
such shares, the amount of ordinary income which the employee realizes
for the taxable year in which the date of such disposition falls or for
the taxable year closing with his death, whichever applies, is an amount
equal to the lesser of (i) the excess of the fair market value of such
shares at the time of disposition or death over the amount paid for the
shares, or (ii) the excess of the fair market value of such shares at
the time of the offering over the amount paid for the shares. In the
case of such a disposition by the employee, the excess (if any) of the
amount realized over the sum of the amount treated as ordinary income and
the amount paid for the shares generally is treated as long-term capital
gain. In the case of such a disposition or the employee's death, the
Company is not entitled to any compensation deduction from its income.
If an employee disposes of such shares within such two-year or one-
year period, the amount of ordinary income that the employee realizes
upon disposition is equal to the excess of the fair market value of the
shares on the date of purchase over the amount paid for the shares. The
employee's tax basis in such shares at the time of disposition equals the
amount paid for the shares plus the amount treated as ordinary income.
Any gain or loss computed with reference to such adjusted basis
which is recognized at the time of disposition generally will be capital
gain or loss, either short-term or long-term, depending on the employee's
holding period for such shares. In the event of a disposition within
such two-year or one-year period the Company generally is entitled to a
deduction from income equal to the ordinary income recognized by the
employee at the time that the employee includes such amount as income.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen & Co. as
independent public accountants for the Company for the year ending
December 31, 1994. The Board of Directors recommends that such
appointment be ratified.
Representatives of Arthur Andersen & Co. will be present at the
meeting and shall have the opportunity to make a statement, if they
desire to do so, and respond to appropriate questions.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those
stated above which are to be brought before the meeting. However, if any
such other matters should be presented for consideration and voting, it
is the intention of the persons named in the proxy to vote thereon in
accordance with their judgment.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the 1995
annual meeting must be forwarded in writing and received at the principal
executive offices of the Company no later than November 29, 1994,
directed to the attention of the Secretary, for consideration for
inclusion in the Company's proxy statement for the annual meeting of
stockholders to be held in 1995. Any such proposals must comply in all
respects with the rules and regulations of the Securities and Exchange
Commission.
Joel I. Beerman
Vice President, General
Counsel and Secretary
March 30, 1994
<PAGE>
<PAGE>
EXHIBIT A
GEORGIA GULF CORPORATION
1994 Employee Stock Purchase Plan
1. The Plan. This Plan dated as of November 1, 1993 shall be
known as the "1994 Employee Stock Purchase Plan." The purpose of
this Plan is to permit certain employees of Georgia Gulf Corporation
(the "Company") to obtain or increase a proprietary interest in the
Company by permitting them to purchase shares of the Company's
Common Stock on a discount basis.
2. The Offering. The Company shall offer an aggregate of
300,000 shares of its Common Stock, of the par value of $0.01 each,
for subscription in the manner and on the terms hereinafter provided
by those persons who are Eligible Employees on November 1, 1993 (the
"Offering Date"). The purchase price per share shall be the lower
of
(i) 85% of the mean between the high and low sales prices of
the Common Stock (as reported in the record of Composite
Transactions for New York Stock Exchange listed securities and
printed in The Wall Street Journal) on the Offering Date (or on the
next regular business date on which shares of the Common Stock of
the Company shall be traded in the event that no shares of the
Common Stock shall have been traded on the Offering Date); or
(ii) 85% of the mean between the high and low sales prices of
the Common Stock (as reported in the record of Composite
Transactions for New York Stock Exchange listed securities and
printed in The Wall Street Journal) on December 30, 1994 (or on the
preceding regular business date on which shares of the Common Stock
shall be traded in the event that no shares of the Common Stock
shall have been traded on such date).
The purchase price per share shall be subject to adjustment in
accordance with the provisions of Section 11(a). The shares of
Common Stock that may be purchased under this Plan may be authorized
but unissued shares, treasury shares or shares acquired on the open
market.
3. Eligible Employees. The "Eligible Employees" shall be
those persons, and only those persons, who are employees of the
Company on the Offering Date, and whose customary employment is more
than 20 hours per week, with the exception of any person who
immediately prior to the Offering Date would be deemed for purposes
of Section 423(b)(3) of the Internal Revenue Code of 1986 (the
"Code") to own stock possessing 5% or more of the total combined
voting power or value of all classes of stock of the Company. The
term "employees of the Company" in the immediately preceding
sentence shall include employees of any corporation in which the
Company owns, directly or indirectly, 50% or more of the combined
voting power of all classes of stock and which has been designated
by the Board of Directors of the Company as a corporation whose
employees may participate in the Plan. Notwithstanding anything to
the contrary in this Section 3, no officer of the Company subject
to Section 16 of the Securities Exchange Act of 1934 who is a
"highly compensated employee" within the meaning of Section 414(q)
of the Code shall be eligible to participate in this Plan.
4. Subscriptions. (a) As soon as practicable after the
Company has satisfied the requirements of the applicable federal and
state securities laws relating to the offer and sale of Common Stock
to Eligible Employees pursuant to this Plan, each Eligible Employee
shall (subject to the terms of this Plan) be entitled to subscribe,
in the manner and on the terms herein provided, for the number of
whole shares of Common Stock of the Company designated by him which
can be purchased, at the purchase price on the Offering Date, with
equal installments of not less than $10 nor more than 15% of his
periodic rate of compensation (weekly or semi-monthly, as the case
may be), determined as hereinafter provided.
(b) In the case of all Eligible Employees, the periodic rate
of compensation (excluding any bonus or other special compensation)
shall be computed on the basis of the rate of compensation in effect
immediately prior to the Offering Date.
(c) This Plan shall be submitted for approval by the
stockholders of the Company prior to September 1, 1994.
Subscriptions shall be subject to the condition that prior to such
date this Plan shall be approved by the stockholders of the Company
in the manner contemplated by Section 423(b)(2) of the Internal
Revenue Code of 1986. If not so approved prior to such date, this
Plan shall terminate, all subscriptions hereunder shall be canceled
and be of no further force and effect, and all persons who shall
have subscribed for shares pursuant to this Plan shall be entitled
to the prompt refund in cash of all sums withheld from or paid by
them pursuant to this Plan and subscriptions hereunder, together
with simple interest, also in cash, on the amount of such refund
computed from the respective dates of withholding, at the rate of
6% per annum.
(d) Subscriptions pursuant to this Plan shall be evidenced by
the completion and execution of a subscription agreement in the form
provided by the Company and the delivery thereof to the Company, at
the place designated by the Company, prior to December 31, 1993.
Subscription agreements shall not be subject to termination or
reduction after the full purchase price of all shares covered by
such agreement has been withheld or paid as provided herein.
(e) In the event that upon the termination of the subscription
period under this Plan the aggregate number of shares subscribed for
pursuant to this Plan shall exceed 300,000, then all subscriptions
shall be reduced proportionately, but disregarding fractions of
shares, to the extent necessary so that the aggregate number of
shares covered by all such subscriptions pursuant to this Plan will
not exceed 300,000.
5. Payment of Purchase Price. Except to the extent provided
in Sections 7, 8, 9, and 10, the purchase price of all shares
purchased pursuant to this Plan shall be paid in equal installments
withheld from the subscribing employee's compensation (weekly or
semi-monthly, as the case may be) during the period of 12
consecutive calendar months commencing with January 1994.
In the event of a change in an employee's payment schedule, an
appropriate change shall be made in the schedule of installments to
be withheld so that the portion of the purchase price not
theretofore withheld will be withheld in equal installments over the
remainder of such 12 month period. No amount shall be withheld or
paid after December 30, 1994.
6. Issuance of Shares; Delivery of Stock Certificates. Shares
covered by a subscription agreement entered into pursuant to this
Plan shall, except to the extent set forth in Section 8(a), be
deemed to have been issued and sold on December 30, 1994. Prior to
that time, no person shall have any rights as a holder of any shares
covered by such a subscription agreement. No adjustment shall be
made for dividends or other rights for which the record date is
prior to that time except as provided in Section 11(a). Promptly
after the full purchase price of all shares covered by a
subscription agreement shall have been so withheld or paid, the
Company shall issue and deliver a stock certificate or certificates
therefor. In the event the amount of accumulated payroll deductions
is greater than the full purchase price of all shares covered by a
subscription agreement, such excess shall be promptly returned in
cash (without interest) to the subscribing employee.
7. Right to Terminate Subscription or to Reduce Number of
Shares Subscribed For. (a) Subject to the provisions of Section
4(d), each subscribing employee shall have the right, at any time
before the full purchase price of all shares then covered by his
subscription agreement shall have been withheld or paid, to
terminate his subscription agreement or to reduce the number of
shares covered thereby by notice in writing delivered to the
Company.
(b) A subscribing employee who shall terminate his
subscription agreement shall be entitled to request the prompt
refund, in cash, of the full amount theretofore withheld from and
paid by him pursuant to this Plan and such subscription agreement.
(c) A subscribing employee who shall reduce the number of
shares covered by his subscription agreement shall be entitled, at
his option (i) to the prompt refund, in cash, of the amount by which
the amount theretofore withheld from and paid by him pursuant to
this Plan and such subscription agreement exceeds that which would
have been so withheld and paid if the number of shares originally
subscribed for had been the number to which he has reduced his
subscription or (ii) to apply such excess in equal amounts to the
reduction of future installments of the purchase price of the
reduced number of shares covered by the subscription agreement.
8(a). Retirement. If a subscribing employee shall retire from
the employ of his employer and be eligible at such time to commence,
and actually commences, receiving early or normal retirement
benefits from the employer's qualified defined benefit plan covering
such employee (if no employer-sponsored qualified defined benefit
plan covers the employee, then a qualified defined contribution
plan), he shall have, during the period of three months following
the date of termination (but in no event after December 30, 1994),
the right provided in Section 7(b), and if the Plan shall have been
approved by the stockholders of the Company pursuant to Section 4(c)
prior to the expiration of such three month period, the additional
right to receive the number of whole shares which can be purchased
at the purchase price on the Offering Date with the full amount
theretofore withheld from and paid by him pursuant to this Plan and
his subscription agreement, together with cash in an amount equal
to any balance of the amount so withheld and paid (without interest
on such cash). Such shares shall be delivered to the employee
within a reasonable period of time after the employee has notified
the Company of his election to exercise this right. Any such
retired employee who shall not make a timely election to exercise
the foregoing rights shall be deemed to have elected to receive cash
in an amount equal to the full amount theretofore withheld pursuant
to his subscription agreement.
8(b). Death or Disability. In the event of the death or
disability of a subscribing employee prior to the payment in full
of the purchase price of the shares subscribed for by him pursuant
to this Plan, the disabled employee or the personal representative
of the decedent, as the case may be, shall have the rights provided
or referred to in Section 8(a). Any such disabled employee or
personal representative who shall not make a timely election to
exercise such rights shall be deemed to have elected to exercise the
right to receive cash as described in Section 8(a). For purposes
of this subsection (b), a subscribing employee shall be deemed
"disabled" if the
employee would be "disabled" pursuant to the standards set forth in
the Georgia Gulf Corporation Salaried Long-Term Disability Plan
whether or not he or she is covered under that plan.
8(c). Termination of Employment Other Than by Reason of
Retirement, Death or Disability. In the event of the voluntary or
involuntary termination of employment with the Company of a
subscribing employee other than by reason of retirement, death or
disability, the employee shall be entitled only to the prompt
refund, in cash, of the full amount theretofore withheld from and
paid by him pursuant to this Plan (without interest on such cash).
9. Temporary Layoff and Authorized Leave of Absence.
(a) Installment payments shall be suspended during a period of
inactive service due to temporary layoff or authorized leave of
absence without pay. If the subscribing employee shall return to
active service prior to December 30, 1994, installment payments
shall be commenced or resumed, and he shall be entitled to elect,
within 10 days after return to active service but in no event after
December 30, 1994, either (i) to make up the deficiency in his
account by an immediate lump sum cash payment equal to the aggregate
of the installments which would have been withheld had he not been
absent, or (ii) to have future installments uniformly increased (to
the maximum possible extent) to adjust for such deficiency, or (iii)
not to make up such deficiency and to reduce the number of shares
under subscription by the number (increased to the next highest
whole number) arrived at by dividing the amount of the deficiency
by the purchase price per share on the Offering Date. An employee
who does not make a timely election pursuant to this Section 9(a)
shall be deemed to have elected the alternative described in clause
(iii) hereof.
(b) For the purpose of this Plan, a subscribing employee shall
be deemed to be terminated from his or her employment with the
Company if such layoff or leave of absence exceeds a period of 90
consecutive days, and, in such case, such employee shall have,
effective as of the expiration of such 90-day period, only those
rights provided in Section 8(c) hereof.
10. Insufficiency of Pay to Permit Withholding of Installment.
(a) If in any payroll period, for any reason other than temporary
layoff or authorized leave of absence without pay, a subscribing
employee shall receive no pay or his pay shall be insufficient
(after all other proper deductions) to permit withholding of his
installment payment, the employee may make payment of such
installment in cash when due.
(b) In the event of any failure by a subscribing employee to
make timely payment in cash of any installment which cannot be
withheld because of the circumstances contemplated by Section 10(a),
the Company shall mail a notice of deficiency to such employee at
his last known business or home address. If the employee does not
make payment in cash of such deficiency within 10 days after the
mailing of such notice, such employee shall forfeit his right to
make cash payment of installments under Section 10(a) and his rights
thereafter shall be limited to the right to receive the number of
whole shares which can be purchased at the purchase price on the
Offering Date with the full amount of payroll withholdings
(including the amount theretofore withheld and any amounts
subsequently withheld from available earnings), together with cash
in the amount of the balance of such employee's withholdings
(without interest on such cash).
11. Definition of Common Stock; Effect of Certain
Transactions. (a) The term "Common Stock" as used in this Plan
refers to shares of the Common Stock of the Company as presently
constituted and any shares of Common Stock which may be issued by
the Company in exchange for or reclassification thereof. If, and
whenever, at any time after the Offering Date and prior to the issue
and sale by the Company of all of the shares of Common Stock covered
by subscription agreements entered into pursuant to this Plan, the
Company shall effect a subdivision of shares of Common Stock or
other increase (by stock dividend or otherwise) of the number of
shares of Common Stock outstanding, without the receipt of
consideration by the Company or another corporation in which the
Company is financially interested and otherwise than in discharge
of the Company's obligation to make further payment for assets
theretofore acquired by it or such other corporation or upon
conversion of stock or other securities issued for consideration,
or shall reduce the number of shares of Common Stock outstanding by
a consolidation of shares, then (i) in the event of such an increase
in the number of shares outstanding, the number of shares of Common
Stock then subject to subscription agreements entered into pursuant
to this Plan shall be proportionately increased and the purchase
price per share shall be proportionately reduced, and (ii) in the
event of such a reduction in the number of such shares outstanding,
the number of shares of Common Stock then subject to subscription
agreements entered into pursuant to this Plan shall be
proportionately reduced and the purchase price per share shall be
proportionately increased. Except as provided in this Section
11(a), no adjustment shall be made under this Plan or any
subscription agreement entered into pursuant to this Plan by reason
of any dividend or other distribution declared or paid by the
Company.
(b) Anything in this Plan or in any subscription agreement
entered into pursuant hereto to the contrary notwithstanding (except
as provided in Section 12), each subscribing employee shall have the
right immediately prior to any merger or consolidation of which the
Company is not to be the survivor, or the liquidation or dissolution
of the Company, to elect (i) to receive the number of whole shares
which can be purchased at the purchase price under this Plan with
the full amount theretofore withheld from or paid by him pursuant
to this Plan and his subscription agreement, together with cash in
an amount equal to any balance of the amount so withheld and paid
(without interest on such cash), (ii) to prepay in cash in a lump
sum the unpaid balance of the purchase price of the shares covered
by his subscription agreement or (iii) to receive a refund, in cash,
of the full amount theretofore withheld, together with simple
interest, also in cash, on the amount of such refund computed from
the respective dates of withholding, at the rate of 6% per annum.
The subscription agreement of any subscribing employee who shall not
make such an election shall terminate upon such merger,
consolidation, liquidation or dissolution and his rights shall be
those provided in clause (i) of this Section 11(b), unless the
surviving corporation in its absolute and uncontrolled discretion
shall offer such subscribing employee the right to purchase its
shares in substitution for his rights under such subscription and
he shall accept such offer.
12. Limitation on Right to Purchase. Anything in this Plan
to the contrary notwithstanding, (i) no shares may be purchased
under this Plan to the extent not permitted by Section 423(b)(8) of
the Internal Revenue Code of 1986, (ii) if at any time when any
person is entitled to complete the purchase of any shares pursuant
to this Plan, after taking into account such person's rights, if
any, to purchase Common Stock of the Company under all other stock
purchase plans of the Company, the result would be that during the
then current calendar year, such person would have become entitled
to purchase during such calendar year under this Plan and all such
other plans a number of shares of Common Stock which would exceed
the maximum number of shares permitted by the provisions of Section
423(b)(8) of the Internal Revenue Code of 1986, then the number of
shares which such person shall be entitled to purchase pursuant to
this Plan shall be reduced by the number which is one more than the
number of shares which represents such excess, and (iii) if any
person entitled to subscribe for shares hereunder would be deemed
for the purposes of Section 423(b)(3) of the Code to own stock
(including the maximum number of shares for which such person would
be entitled to subscribe pursuant to the foregoing formula)
possessing 5% or more of the total combined voting power or value
of all classes of stock of the Company which are issued and
outstanding immediately after the Offering Date, the maximum number
of shares which such person shall be entitled to subscribe for,
pursuant to this Plan shall be reduced to that number which, when
added to the number of shares of Common Stock of the Company which
such person is so deemed to own (excluding the maximum number of
shares for which such person would be entitled to subscribe pursuant
to the foregoing formula), is one less than such 5%.
13. Non-Assignability; Personal Representative of Deceased
Employees. (a) None of the rights of an employee under this Plan
or any subscription agreement entered into pursuant thereto shall
be transferable by such employee otherwise than by will or the laws
of descent and distribution and, during the lifetime of such
employee, such rights shall be exercisable only by him. Any such
attempted transfer not permitted by this Plan or by the subscription
agreements shall be void, and the Company shall treat such transfer
as cause for termination of the subscription agreements of the
transferor and, if the transferee is then a participant in the Plan,
the transferee. Notice of termination shall be effected as provided
in paragraph 10(b), and the rights of such transferees and
transferors shall be limited the right to the prompt refund, in
cash, of the full amounts theretofore withheld and paid by them
pursuant to this Plan and their subscription agreements.
(b) References herein, other than in Section 3, hereof, to
employees shall be deemed to include the personal representative of
a deceased employee.
14. Shares not Subscribed for During the Offering Period or
Subscribed for but not Purchased. Shares referred to herein which
shall not be subscribed for, and shares which were subscribed for
but thereafter cease to be subject to a subscription agreement
hereunder, shall be free from any reservation for use in connection
with this Plan and shall have the same status as all other
unreserved authorized but unissued shares.
15. Construction; Administration. All questions with respect
to the construction and application of the Plan and subscription
agreements entered into pursuant thereto and the administration of
this Plan shall be settled by the determination of the Board of
Directors of the Company or of one or more other persons designated
by it, which determinations shall be final, binding and conclusive
on the Company and all employees and other persons.
16. Notice. Any election or other notice required to be given
by a subscribing employee under this Plan shall be in writing and
shall be delivered personally or by mail, postage prepaid, addressed
to the place designated by the Company for delivery of the
subscription agreement. If an election is made which requires the
payment of a sum of money, such sum shall accompany the written
election.
17. Amendment. The Plan may be amended by the Board of
Directors in any way which shall not adversely affect the rights of
employees under subscription agreements theretofore entered into
pursuant hereto.
<PAGE>
<PAGE>
PROXY
GEORGIA GULF CORPORATION
Proxy for Annual Meeting of Stockholders
May 17, 1994
This Proxy Is Solicited by the Board of Directors
The undersigned hereby appoints James R. Kuse and Jerry R. Satrum,
or either of them, with full power of substitution as proxyholders to
represent and to vote, as designated hereon, the common stock of the
undersigned at the annual meeting of stockholders of the Company to be
held on May 17, 1994 and any adjournment thereof.
1. TO ELECT THREE __FOR ALL NOMINEES __WITHHOLD AUTHORITY
DIRECTORS TO listed below to vote for all
SERVE THREE YEARS (except as nominees listed below.
instructed below)
Class I: John D. Bryan, Edward S. Smith, Dennis M. Chorba
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name here.
________________________________________________________________
2. To approve and adopt the 1994 employee stock purchase plan.
__FOR __AGAINST __ABSTAIN
3. To ratify appointment of Arthur Andersen & Co. to serve as
independent public accountants for the Company for the year
ending December 31, 1994.
__FOR __AGAINST __ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS
(Continued and to be signed on back.)
<PAGE>
The shares represented by this proxy card will be voted as directed on
the front. IF NO DIRECTION IS GIVEN AND THE PROXY CARD IS VALIDLY
EXECUTED, THE SHARES WILL BE VOTED FOR ALL LISTED PROPOSALS. IN THEIR
DISCRETION, THE PROXYHOLDERS ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Dated: ________________________, 1994
_____________________________________
_____________________________________
Signature(s) of Shareholder(s)
IMPORTANT: Sign exactly as your name appears at left. Give full title
of executor, administrator, trustee, guardian, etc. Joint owners should
each sign personally.
