SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
GEORGIA GULF CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A
[ ] $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 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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 No:
3) Filing Party:
4) Date Filed:
<PAGE>
GEORGIA GULF CORPORATION
400 Perimeter Center Terrace
Suite 595
Atlanta, Georgia 30346
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 16, 1995
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 16, 1995 at 1:30 p.m. local time for the
following purposes:
(1) To elect two Directors to serve for a term of three years;
(2) To consider and take action to approve and adopt the 1995
Employee Stock Purchase Plan;
(3) To consider and take action upon the ratification of the
selection of Arthur Andersen LLP to serve as the independent
public accountants for the Company for the year ending
December 31, 1995; 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 20, 1995,
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 29, 1995
<PAGE>
GEORGIA GULF CORPORATION
400 Perimeter Center Terrace
Suite 595
Atlanta, Georgia 30346
PROXY STATEMENT
For Annual Meeting of Stockholders To Be Held May 16, 1995
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, 1995 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 16, 1995 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 two nominees as Directors; (ii)
approval and adoption of the 1995 Employee Stock Purchase Plan; and (iii)
ratification of the selection of Arthur Andersen LLP to serve as the
independent public accountants for the Company for the year ending December
31, 1995. 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 20, 1995, 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 39,899,216 shares of Common
Stock outstanding and entitled to vote on March 20, 1995.
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 20, 1995 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.
Amount and
Nature of
Name and Address of Beneficial Percent of
Beneficial Owner(1) Ownership Class
Loomis, Sayles & Company, L.P. 3,641,415(2) 9.13%
One Financial Center
Boston, MA 02111
James R. Kuse 2,784,586(3) 6.98%
400 Perimeter Center Terrace
Suite 595
Atlanta, GA 30346
Nicholas-Applegate Capital
Management 2,205,162(4) 5.53%
600 West Broadway, 29th Floor
San Diego, CA 92101
(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 Loomis, Sayles & Company, L.P.,
("Loomis"), Loomis is the beneficial owner of 3,641,415 shares, which
includes 1,636,713 shares with respect to which Loomis has sole voting
power and 3,641,415 shares with respect to which Loomis has shared
dispositive power.
(3) 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.
(4) According to the Schedule 13G of Nicholas-Applegate Capital Management,
("Nicholas"), Nicholas is the beneficial owner of 2,205,162 shares,
which includes 904,913 shares with respect to which Nicholas has sole
voting power and 2,205,162 shares with respect to which Nicholas has
sole dispositive power.
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.
Accordingly, the following nominees, each of whom is an incumbent Class II
Director, are proposed for election in Class II, to serve a term of three
years:
Class II
- Alfred C. Eckert III
- Jerry R. Satrum
Unless instructed otherwise, the proxies will be voted for the election of the
two 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 II ON MAY 16, 1995
Alfred C. Eckert III, age 47, 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.
Jerry R. Satrum, age 50, 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.
CONTINUING DIRECTORS
John D. Bryan, age 61, 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 54, 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.
Robert E. Flowerree, age 74, 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 55, 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 Board
of HBO & Company and is a director of Rhodes, Inc. and American Buildings
Company.
James R. Kuse, age 64, 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.
Edward S. Smith, age 75, 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.
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 1994 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 1994. 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.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information concerning the number of shares
owned by each Director and each executive officer and by all Directors and
officers of the Company as a group as of March 20, 1995.
Amount and
Nature of
Name of Beneficial Percent of
Beneficial Owner Ownership(1) Class (1)
James R. Kuse 2,784,586(2) 6.98%
John D. Bryan 1,422,682(3) 3.57%
Jerry R. Satrum 1,126,285(4) 2.82%
Dennis M. Chorba 958,610(5) 2.40%
Holcombe T. Green, Jr. 930,006(6) 2.33%
Robert E. Flowerree 200,690(7) *
Edward A. Schmitt 117,275(8) *
Richard B. Marchese 81,144(9) *
Thomas G. Swanson 80,619(10) *
Joel I. Beerman 62,344(11) *
Mark J. Seal 46,014(12) *
Gary L. Elliott 33,450 *
Edward S. Smith 32,510 *
Alfred C. Eckert III 8,180 *
All Directors and
officers as a
group (14 persons) 7,884,395(13) 19.76%
* 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 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.
(3) Includes 189,838 shares owned by Mr. Bryan's wife and 282,606 shares
held in trust for The Challenge Foundation, of which Mr. Bryan is trustee.
(4) Includes 50,000 shares owned by Mr. Satrum's wife; 6,490 shares held by
Mrs. Satrum as trustee for their child; and 48,316 shares held by Mr.
Satrum as trustee for John Bryan's children.
(5) Includes 47,000 shares owned by Mr. Chorba's wife; 1,960 shares held in
trust for the Chorba Educational Trust; 2,500 shares held in trust for The
Covenant Foundation; and 200,000 shares held in trust in the Chorba
Charitable Remainder Trust. Mr. and Mrs. Chorba are trustees for all
such trusts.
(6) 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.
(7) Includes 5,640 shares owned by Mr. Flowerree's wife.
(8) Includes 9,200 shares owned by Mr. Schmitt's children and 21,000 shares
which may be acquired pursuant to presently exercisable options.
(9) Includes 1,700 shares held in trust for Mr. Marchese's children, for
which Mrs. Marchese is trustee and 40,000 shares which may be acquired
pursuant to presently exercisable options.
(10) Includes 15,000 shares owned by Mr. Swanson's wife and 35,000 shares
which may be acquired pursuant to presently exercisable options.
(11) Includes 20,000 shares owned by Mr. Beerman's wife and 6,000 shares which
may be acquired pursuant to presently exercisable options.
(12) Includes 12,000 shares which may be acquired pursuant to presently
exercisable options.
(13) Includes 87,000 shares which may be acquired pursuant to presently
exercisable options.
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 other
executive officers of the Company who were serving at year end for such
services in such capacities.
<TABLE>
<CAPTION>
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 1994 454,008 419,200 0 11,926(2)
President and Chief 1993 436,800 0 0 11,022
Executive Officer 1992 420,000 0 0 10,889
Richard B. Marchese 1994 243,000 200,000 35,000 15,072(2)
Vice President - 1993 234,000 0 0 14,949
Finance, Chief Financial 1992 225,000 0 0 14,816
Officer & Treasurer
Thomas G. Swanson 1994 243,000 200,000 35,000 15,463(2)
Vice President - 1993 234,000 0 0 15,340
Supply & Corporate 1992 225,000 0 0 15,207
Development
Gary L. Elliott(3) 1994 200,016 160,000 35,000 10,630(2)
Vice President - 1993 133,090 0 0 7,497
Marketing and Sales, 1992 -- -- -- --
Commodity Chemicals Group
Edward A. Schmitt(3) 1994 200,016 160,000 35,000 11,675(2)
Vice President - 1993 160,986 0 0 7,497
Operations, Commodity 1992 -- -- -- --
Chemicals Group
Mark J. Seal(3) 1994 200,016 160,000 35,000 9,680(2)
Vice President - 1993 144,386 0 0 7,497
Polymer Group 1992 -- -- -- --
Joel I. Beerman(4) 1994 179,182 160,000 35,000 8,739(2)
Vice President - 1993 -- -- -- --
General Counsel and 1992 -- -- -- --
Secretary
</TABLE>
(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 1994, the Company contributed the amount of $7,620 for each
executive officer under the Savings and Capital Growth Plan. Amounts
included as income under the Company's Life Insurance Program for 1994
were as follows: for Mr. Satrum, $4,306; for Mr. Marchese, $7,452; for
Mr. Swanson, $7,843; for Mr. Elliott, $3,010; for Mr. Schmitt, $4,055;
for Mr. Seal, $2,060; and for Mr. Beerman, $1,119.
(3) Mr. Elliott was named Vice President - Marketing and Sales, Commodity
Chemicals Group, Mr. Schmitt was named Vice President - Operations,
Commodity Chemicals Group and Mr. Seal was named Vice President -
Polymer Group effective August, 1993.
(4) Mr. Beerman was named Vice President - General Counsel and Secretary
effective February, 1994.
Option Grants in the Last Fiscal Year
The following table sets forth information regarding options to purchase
shares of the Company's Common Stock granted in August 1994 to officers of the
Company under the Company's 1990 Equity Incentive Plan. The options become
exercisable in amounts equal to one-fifth of the total shares awarded to each
optionee on June 30, 1995; and each June 30 thereafter until 1999 provided that
the optionee has remained in the continuous employ of the Company. In the
event the Company experiences a "Change in Control", any options or portions
thereof which have not yet expired become immediately exercisable. Generally,
a "Change in Control" shall have occurred (i) if the Company is merged or
consolidated with an entity or sells substantially all of its assets to an
entity and immediately thereafter the Company's shareholders have less than a
majority of the combined voting power of the outstanding securities of the
combined or acquiring entity, (ii) in the case of an acquisition by a person
of more than 15% of the Company's Common Stock, (iii) in the case of a tender
or exchange offer for more than 15% of the Company's Common Stock or (iv) if
certain changes in the Company's Board of Directors occur.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
Number of % of Total Potential Realizable Value
Securities Options at Assumed Annual Rates of
Underlying Granted Exercise Stock Price Appreciation
Options to Employees Price Expiration for Option Term(1)
Name Granted (#) in Fiscal Year ($/Sh) Date 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Richard B. Marchese 35,000 16.66 36.50 August 30, 2004 803,250 2,035,950
Thomas G. Swanson 35,000 16.66 36.50 August 30, 2004 803,250 2,035,950
Gary L. Elliott 35,000 16.66 36.50 August 30, 2004 803,250 2,035,950
Edward A. Schmitt 35,000 16.66 36.50 August 30, 2004 803,250 2,035,950
Mark J. Seal 35,000 16.66 36.50 August 30, 2004 803,250 2,035,950
Joel I. Beerman 35,000 16.66 36.50 August 30, 2004 803,250 2,035,950
</TABLE>
(1) The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates set by the Securities and Exchange Commission and
therefore are not intended to forecast possible future appreciation,
if any, of the price of the Common Stock. In order to realize the
potential values set forth in the 5% and 10% columns of the Option
Grants Table, the per share price of the Common Stock would be $59.45 and
$94.67, respectively.
Aggregated Option Exercises and Fiscal Year End Option Values
The following table sets forth information regarding option exercises
during 1994 by the officers of the Company and the value of options held by
the officers at December 31, 1994, based on a value of $38.87 per share, the
closing price of the Company's Common Stock (as reported in the Record of
Composite Transactions for New York Stock Exchange listed securities and
printed in The Wall Street Journal) on December 30, 1994.
<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired Value Options at Fiscal Year In-the Money Options
on Exercise Realized End at Fiscal Year End ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Richard B. Marchese 45,000/35,000 $1,400,400.00/82,950.00
Thomas G. Swanson 5,000 95,600.00 40,000/35,000 $1,244,800.00/82,950.00
Gary L. Elliott 10,000 160,000.00 0/35,000 $ 0.00/82,950.00
Edward A. Schmitt 21,000/35,000 $ 435,680.00/82,950.00
Mark J. Seal 1,000 26,370.00 12,000/35,000 $ 373,440.00/82,950.00
Joel I. Beerman 5,000 148,750.00 6,000/35,000 $ 186,720.00/82,950.00
</TABLE>
Retirement Plan
The Company's Officer Retirement Plan (the "Retirement Plan") is
represented by separate agreements with each officer of the Company. Subject
to certain limitations, the Retirement Plan provides that the Company will
make annual payments to Messrs. Satrum, Marchese and Swanson after retirement,
disability or other termination for life equal to the greater of 50% of the
officer's average annual salary (as shown on the Summary Compensation Table)
during the last five years of his employment offset by the amounts payable
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") or twenty percent (20%) of the officer's average annual
salary during the last five years of his employment with no offset 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. For Messrs.
Beerman, Elliott, Schmitt and Seal the Retirement Plan provides that the
Company will make annual payments to each officer equal to twenty percent
(20%) of such average annual salary. 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, Marchese,
Swanson, Elliott, Schmitt, Seal and Beerman at normal retirement age,
assuming each had met the service requirement and had terminated employment as
of December 31, 1994, would be $205,249; $111,200; $111,200; $22,504; $24,488;
$28,820 and $25,929, respectively. 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 any
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, Edward S. Smith and Dennis M.
Chorba. Messrs. Kuse, Bryan and Chorba are former officers of the Company
(see "Election of Directors").
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 Mr. Satrum, 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 16 chemical companies with sales ranging from under $300 million to
over $5 billion, found in the 1994 Conference Board Top Executive Compensation
Survey (the "Survey"). The Standard & Poor's Chemical Index, used in the
Stock Performance Graph below, includes a smaller group of chemical companies
than the 16 included in the Survey. Management believes the Survey is a
reliable broad based survey of comparable companies. The Survey reports both
annual salary and total current compensation, which is comprised of salary and
bonus.
Compensation of the Chief Executive Officer and the other executive officers
are based upon the Survey and are believed to be competitive based on a
comparison to the Survey. The Chief Executive Officer's 1994
salary falls below the 25th percentile of CEO's salaries, but his total 1994
current compensation is in the middle 50% range of CEO's current compensation
reported in the Survey. Salaries of the Company's other executives are below
or within the median ranges reported in the Survey, but total 1994
compensation of those executives is within the middle 50% ranges of current
compensation reported in the Survey.
In 1994, 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. A
corporate target for earnings before deductions of interest, taxes and
depreciation and any extraordinary items, is also established. A
participant's bonus payment is increased or decreased by various percentages
where the Company's earnings equal between 75% and 150% of the corporate
target. Where earnings equal 75% of the target, a participant is paid the
minimum of 40% of his or her assigned bonus level; where earnings equal or
exceed 150% of the target, a participant is paid a maximum of 200% of his or
her assigned level. A participant's bonus may also 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
1994, the Company's earnings (calculated as required by the Management
Incentive Bonus Plan) exceeded 130% of the corporate target, which resulted in
bonuses being paid to participants (including officers) at 160% of their
assigned bonus levels. Actual bonuses paid to officers are set forth in the
Summary Compensation Table above.
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 Mr. Satrum, executive officers were awarded stock options in
accordance with the Company's 1990 Incentive Equity Plan in 1990 and in 1994.
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. Option grants are based on
the judgment of the Directors, as the Survey does not include information
regarding the granting of options, and the Company is unaware of a comparable
survey which does so.
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
Dennis M. Chorba
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.
Measurement
Period Georgia Gulf S&P 500 Index Chemicals
1989 100.00 100.00 100.00
1990 164.55 96.90 84.91
1991 358.15 126.42 110.73
1992 346.53 136.05 121.25
1993 346.53 149.76 135.60
1994 602.08 151.74 156.98
APPROVAL AND ADOPTION OF THE 1995 EMPLOYEE STOCK PURCHASE PLAN
General
On November 30, 1994, the Board of Directors adopted the 1995 Employee
Stock Purchase Plan ("1995 Plan"), in the form attached hereto as Exhibit A,
covering 250,000 shares of Common Stock. The purpose of the 1995 Plan is to
give all eligible employees of the Company or any of its subsidiaries who were
employees on December 30, 1994, 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 1995 Plan. A total of 748 employees elected
to participate in the 1995 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 November 1, 1994, 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 $31.56, 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 1, 1994
(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 29, 1995. The closing
price of the Common Stock on March 20, 1995 (reported as described above) was
$28.63.
Payment for the shares will be made by payroll deductions during a 12-
month period which commenced in January 1995 and terminates December 29, 1995.
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 1995 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"). Assuming the 1995 Plan qualifies under the Code, a United
States employee who elects to participate in the offering and who is employed
by the Company on December 30, 1994 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 1995
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 LLP as independent
public accountants for the Company for the year ending December 31, 1995. The
Board of Directors recommends that such appointment be ratified.
Representatives of Arthur Andersen LLP 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 1996 annual
meeting must be forwarded in writing and received at the principal executive
offices of the Company no later than December 1, 1995, 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 29, 1995
<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>
PROXY
GEORGIA GULF CORPORATION
Proxy for Annual Meeting of Stockholders
May 16, 1995
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 16, 1995 and
any adjournment thereof.
1.TO ELECT TWO __FOR ALL NOMINEES __WITHHOLD AUTHORITY
DIRECTORS TO listed below to vote for all
SERVE THREE YEARS (except as nominees listed below.
instructed below)
Class II: Alfred C. Eckert III; Jerry R. Satrum
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name here.
________________________________________________________________
2. To approve and adopt the 1995 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, 1995.
__FOR __AGAINST __ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS
(Continued and to be signed on back.)
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: ________________________, 1995
_____________________________________
_____________________________________
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.
