FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the year ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to __________
Commission File No. 1-9753
A. Full title of the plan:
Georgia Gulf Corporation Savings and Capital Growth Plan
(referred to herein as the "Plan")
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
Georgia Gulf Corporation
400 Perimeter Center Terrace
Suite 595
Atlanta, GA 30346
(770) 395-4500
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator has duly caused this annual report to be signed by the
undersigned hereunto duly authorized.
GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
GEORGIA GULF CORPORATION
(Plan Administrator)
By: /S/ JOEL I. BEERMAN
Joel I. Beerman
Vice-President
June 20, 1996
<PAGE>
Georgia Gulf Corporation
Savings and Capital Growth Plan
Financial Statements and Schedules
as of December 31, 1995 and 1994
Together with
Auditors' Report
<PAGE>
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995 AND 1994
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits, with Fund
Information, as of December 31, 1995 and 1994
Statements of Changes in Net Assets Available for Plan Benefits, with
Fund Information, for the Years Ended December 31, 1995 and 1994
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment Purposes
--December 31, 1995
Schedule II: Item 27d--Schedule of Reportable Transactions for the
Year Ended December 31, 1995
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustee and Plan Administrator of
Georgia Gulf Corporation
Savings and Capital Growth Plan:
We have audited the accompanying statements of net assets available for plan
benefits, with fund information, of GEORGIA GULF CORPORATION SAVINGS AND
CAPITAL GROWTH PLAN as of December 31, 1995 and 1994 and the related
statements of changes in net assets available for plan benefits, with fund
information, for the years then ended. These financial statements and the
schedules referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of Georgia
Gulf Corporation Savings and Capital Growth Plan as of December 31, 1995 and
1994 and the changes in net assets available for plan benefits for the years
then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in
the statements of net assets available for plan benefits and the statements of
changes in net assets available for plan benefits is presented for the purpose
of additional analysis rather than to present the net assets available for
plan benefits and the changes in net assets available for plan benefits of
each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
May 17, 1996
<PAGE>
<TABLE>
<CAPTION>
GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995 AND 1994
PARTICIPANT-DIRECTED
TOTAL RETURN FUND STABLE VALUE FUND STOCK FUND
1995 1994 1995 1994 1995 1994
<S> <C> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS
INVESTMENT IN GEORGIA GULF CORPORATION
MASTER EMPLOYEE BENEFITS TRUST (Note 2) $ - $16,993,407 $ - $ - $ - $ -
INVESCO TOTAL RETURN FUND 41,513,832 - - - - -
INVESCO STABLE VALUE FUND - - 6,381,162 - - -
DODGE & COX STOCK FUND - - - - 4,944,874 -
UAM SMALL COMPANY FUND - - - - - -
CASH EQUIVALENTS - - - 6,045,471 - 244,414
EQUITY SECURITIES - - - - - 3,253,219
FIXED INCOME SECURITIES - - - - - -
PARTICIPANT LOANS (Note 4) - - - - - -
TOTAL INVESTMENTS 41,513,832 16,993,407 6,381,162 6,045,471 4,944,874 3,497,633
CASH - - - 28,868 - 1,135
RECEIVABLES - - - - - 368
INTEREST AND DIVIDENDS RECEIVABLE - - - - - 6,583
TOTAL ASSETS 41,513,832 16,993,407 6,381,162 6,074,339 4,944,874 3,505,719
LIABILITIES
OTHER 11,811 120,219 2,727 55,298 (937) 19,135
TOTAL LIABILITIES 11,811 120,219 2,727 55,298 (937) 19,135
NET ASSETS AVAILABLE FOR PLAN BENEFITS $41,525,643 $ 17,113,626 $ 6,383,889 $ 6,129,637 $ 4,943,937 $ 3,524,854
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
<TABLE>
<CAPTION>
GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995 AND 1994
PARTICIPANT-DIRECTED
SMALL COMPANY FUND GEORGIA GULF STOCK FUND PARTICIPANT LOAN FUND
1995 1994 1995 1994 1995 1994
<S> <C> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS
INVESTMENT IN GEORGIA GULF CORPORATION
MASTER EMPLOYEE BENEFITS TRUST (Note 2) $ - $ - $ - $ - $ - $ -
INVESCO TOTAL RETURN FUND - - - - - -
INVESCO STABLE VALUE FUND - - - - - -
DODGE & COX STOCK FUND - - - - - -
UAM SMALL COMPANY FUND 4,316,936 - - - - -
CASH EQUIVALENTS - 2,526 - 229,681 - -
EQUITY SECURITIES - 3,575,550 33,936,158 34,944,193 - -
FIXED INCOME SECURITIES - - - 409,020 - -
PARTICIPANT LOANS (Note 4) - - - - 2,393,758 2,332,702
TOTAL INVESTMENTS 4,316,936 3,578,076 33,936,158 35,582,894 2,393,758 2,332,702
CASH - 53 - 1,537 - -
RECEIVABLES - - - - - -
INTEREST AND DIVIDENDS RECEIVABLE - - - 12,698 - -
TOTAL ASSETS 4,316,936 3,578,129 33,936,158 35,597,129 2,393,758 2,332,702
LIABILITIES
OTHER (14,397) 16,928 136 62,247 - (92,773)
TOTAL LIABILITIES (14,397) 16,928 136 62,247 - (92,773)
NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,302,539 $ 3,595,057 $33,936,294 $35,659,376 $ 2,393,758 $ 2,239,929
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
<TABLE>
<CAPTION>
GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995 AND 1994
NON PARTICIPANT-DIRECTED
TOTAL RETURN FUND TOTAL
1995 1994 1995 1994
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS
INVESTMENT IN GEORGIA GULF CORPORATION
MASTER EMPLOYEE BENEFITS TRUST (Note 2) $ - $35,261,161 $ - $ 52,254,568
INVESCO TOTAL RETURN FUND 25,013,718 - 66,527,550 -
INVESCO STABLE VALUE FUND - - 6,381,162 -
DODGE & COX STOCK FUND - - 4,944,874 -
UAM SMALL COMPANY FUND - - 4,316,936 -
CASH EQUIVALENTS - - - 6,522,092
EQUITY SECURITIES - - 33,936,158 41,772,962
FIXED INCOME SECURITIES - - - 409,020
PARTICIPANT LOANS (Note 4) - - 2,393,758 2,332,702
TOTAL INVESTMENTS 25,013,718 35,261,161 118,500,438 103,291,344
CASH - - - 31,593
RECEIVABLES - - - 368
INTEREST AND DIVIDENDS RECEIVABLE - - - 19,281
TOTAL ASSETS 25,013,718 35,261,161 118,500,438 103,342,586
LIABILITIES
OTHER - - (660) 181,054
TOTAL LIABILITIES - - (660) 181,054
NET ASSETS AVAILABLE FOR PLAN BENEFITS $25,013,718 $35,261,161 $118,499,778 $103,523,640
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
<TABLE>
<CAPTION>
GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
PARTICIPANT-DIRECTED
TOTAL RETURN FUND STABLE VALUE FUND STOCK FUND
1995 1994 1995 1994 1995 1994
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS (Note 4)
EMPLOYER $ 2,030,719 $ 535,254 $ 167,630 $ 178,781 $ 104,105 $ 107,047
EMPLOYEE 1,160,247 1,331,390 396,892 451,819 293,263 284,205
TOTAL CONTRIBUTIONS 3,190,966 1,866,644 564,522 630,600 397,368 391,252
NET INVESTMENT GAIN FROM GEORGIA GULF
CORPORATION MASTER EMPLOYEE BENEFITS
TRUST (Note 2) 7,078,656 226,931 - - - -
INTEREST AND DIVIDEND INCOME - - 381,838 251,142 - 145,661
NET GAIN (LOSS) FROM INVESTMENTS (Note 2) 2,078,188 - - - 1,135,604 (71,759)
INTEREST INCOME - PARTICIPANT LOANS (Note 4) 101,375 47,664 16,877 16,245 8,778 6,164
PRINCIPAL REPAYMENTS - PARTICIPANT LOANS 342,050 240,184 76,897 87,771 32,430 43,681
12,791,235 2,381,423 1,040,134 985,758 1,574,180 514,999
LESS
BENEFIT PAYMENTS (877,811) (919,161) (650,198) (548,955) (124,834) (323,021)
LOANS DISBURSED (714,369) (355,751) (157,743) (33,399) (45,764) (55,761)
FEES AND EXPENSES - - - - - (14,215)
(1,592,180) (1,274,912) (807,941) (582,354) (170,598) (392,997)
INTERFUND TRANSFERS 13,212,962 1,021,406 22,059 180,014 15,501 88,460
NET INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 24,412,017 2,127,917 254,252 583,418 1,419,083 210,462
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT BEGINNING OF YEAR 17,113,626 14,985,709 6,129,637 5,546,219 3,524,854 3,314,392
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $41,525,643 $17,113,626 $ 6,383,889 $ 6,129,637 $ 4,943,937 $ 3,524,854
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
PARTICIPANT-DIRECTED
SMALL COMPANY FUND GEORGIA GULF STOCK FUND PARTICIPANT LOAN FUND
1995 1994 1995 1994 1995 1994
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS (Note 4)
EMPLOYER $ 102,833 $ 129,744 $ 818,265 $ 623,207 $ - $ -
EMPLOYEE 284,327 361,606 2,128,900 1,663,938 - -
TOTAL CONTRIBUTIONS 387,160 491,350 2,947,165 2,287,145 - -
NET INVESTMENT GAIN FROM GEORGIA GULF
CORPORATION MASTER EMPLOYEE BENEFITS
TRUST (Note 2) - - - - - -
INTEREST AND DIVIDEND INCOME - 364,291 - 36,732 - -
NET GAIN (LOSS) FROM INVESTMENTS (Note 2) 810,419 (379,716) (7,093,127) 14,188,665 - -
INTEREST INCOME - PARTICIPANT LOANS (Note 4) 8,006 10,661 72,097 47,276 - -
PRINCIPAL REPAYMENTS - PARTICIPANT LOANS 44,253 47,502 281,052 220,514 (814,270) (796,193)
1,249,838 534,088 (3,792,813) 16,780,332 (814,270) (796,193)
LESS
BENEFIT PAYMENTS (97,293) (320,907) (708,911) (831,563) - -
LOANS DISBURSED (50,223) (37,608) - - 968,099 622,200
FEES AND EXPENSES - - - - - -
(147,516) (358,515) (708,911) (831,563) 968,099 622,200
INTERFUND TRANSFERS (394,840) (183,906) 2,778,642 (1,105,974) - -
NET INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 707,482 (8,333) (1,723,082) 14,842,795 153,829 (173,993)
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT BEGINNING OF YEAR 3,595,057 3,603,390 35,659,376 20,816,581 2,239,929 2,413,922
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $ 4,302,539 $ 3,595,057 $33,936,294 $35,659,376 $ 2,393,758 $ 2,239,929
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
NON-PARTICIPANT-DIRECTED
TOTAL RETURN FUND TOTAL
1995 1994 1995 1994
<S> <C> <C> <C> <C>
CONTRIBUTIONS (Note 4)
EMPLOYER $ - $ 1,504,335 $ 3,223,552 $ 3,078,368
EMPLOYEE - - 4,263,629 4,092,958
TOTAL CONTRIBUTIONS - 1,504,335 7,487,181 7,171,326
NET INVESTMENT GAIN FROM GEORGIA GULF
CORPORATION MASTER EMPLOYEE BENEFITS
TRUST (Note 2) 4,432,959 452,413 11,511,615 679,344
INTEREST AND DIVIDEND INCOME - - 381,838 797,826
NET GAIN (LOSS) FROM INVESTMENTS (Note 2) 1,277,802 - (1,791,114) 13,737,190
INTEREST INCOME - PARTICIPANT LOANS (Note 4) - 63,327 207,133 191,337
PRINCIPAL REPAYMENTS - PARTICIPANT LOANS - 156,541 (37,588) -
5,710,761 2,176,616 17,759,065 22,577,023
LESS
BENEFIT PAYMENTS (323,880) (1,558,046) (2,782,927) (4,501,653)
LOANS DISBURSED - (139,681) - -
FEES AND EXPENSES - - - (14,215)
(323,880) (1,697,727) (2,782,927) (4,515,868)
INTERFUND TRANSFERS (15,634,324) - - -
NET INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS (10,247,443) 478,889 14,976,138 18,061,155
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT BEGINNING OF YEAR 35,261,161 34,782,272 103,523,640 85,462,485
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $25,013,718 $35,261,161 $118,499,778 $103,523,640
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995 AND 1994
1. THE PLAN
The Georgia Gulf Corporation Savings and Capital Growth Plan (the "Plan")
was established effective January 1, 1985 in connection with the
acquisition of Georgia-Pacific Chemicals, Inc. ("Chemicals") by Georgia
Gulf Corporation (the "Company") from Georgia-Pacific Corporation ("G-P").
G-P transferred assets with a fair value of $9,758,567 to the Plan which
related to benefits earned by employees of Chemicals under a benefit plan
sponsored by G-P.
Effective October 1, 1995, Georgia Gulf Corporation transferred the Plan's
assets from Wachovia Bank of Georgia, N.A. ("Wachovia") to a new trustee,
INVESCO Trust Company ("INVESCO").
2. SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting. The preparation of the financial statements in
conformity with generally accepted accounting principles requires the
Plan's management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results could
differ from these estimates.
Investment Valuation
Investments in the Plan are stated at market based on current security
exchange prices.
Investment in Georgia Gulf Corporation Master Employee Benefits Trust (the
"MEBT") as of December 31, 1994 is stated at market based on the fair
value of underlying securities.
Net gain(loss) from investments includes realized gains(losses) from the
sales of investments and unrealized appreciation/depreciation of investments.
1995 1994
Net Gain/(Loss) from Georgia Gulf
Stock and Notes $ (7,093,127) $ 14,188,665
Net Gain/(Loss) from
Other Investments 5,302,013 (451,475)
$ (1,791,114) $ 13,737,190
Prior to October 1, 1995, certain Plan assets were commingled in the MEBT
together with the assets of the Company's Salaried Employees Retirement
Plan and Hourly Employees Retirement Plan. On October 1, 1995, all Plan
assets in the MEBT were transferred to INVESCO. The Plan's share of
interest income, dividends, investment expenses and gains and losses (both
realized and unrealized) from the MEBT is included in the accompanying
statement of changes in net assets available for plan benefits under the
caption "Net Investment Gain From Georgia Gulf Corporation Master Employee
Benefits Trust." A summary of income and expenses of the MEBT for the
years ended December 31, 1995 and 1994, which comprises the net investment
gain for participating plans, together with the allocation to the Plan, is
as follows:
1995 1994
Interest and Dividend Income $ 2,864,801 $ 3,687,721
Net Appreciation/(Depreciation)
in Fair Value of Investments 16,998,189 (2,333,964)
Investment Expenses (359,718) (370,852)
Net Investment Gain From Georgia
Gulf Corporation
Master Employee Benefits Trust $ 19,503,272 $ 982,905
The net appreciation (depreciation) in the fair value of investments in the
MEBT by major investment category for the years ended December 31, 1995 and
1994 is as follows:
1995 1994
Equity Securities $ 14,882,812 $ (335,191)
Fixed Income Securities 2,115,377 (1,998,773)
Net Appreciation
(Depreciation) in the
Fair Value of Investments $ 16,998,189 $ (2,333,964)
Allocation to participating plans (based on market values at the beginning
of each month):
1995 1994
Georgia Gulf Corporation:
Savings and Capital Growth Plan $ 11,511,615 $ 679,344
Salaried Employees Retirement Plan 7,892,169 299,127
Hourly Employees Retirement Plan 99,488 4,434
$ 19,503,272 $ 982,905
The Plan's interest in the assets of the MEBT is included in the
accompanying statement of net assets available for plan benefits under the
caption "Investment in Georgia Gulf Corporation Master Employee Benefits
Trust." A summary of the major classifications of investments of the MEBT
as of December 31, 1995 and 1994, is shown below (investments that
represent 5% or more of the Plan's net assets are separately identified):
1995 1994
Investments at Market:
Cash and Cash Equivalents:
Short-term Investment Demand Notes $ 1,856,349 $ 7,458,976
Other 8,671 332,625
Equity Securities:
Regis Equity Fund 2,322,806 5,142,518
Other 24,150,638 43,795,468
Fixed Income Securities 10,663,795 23,152,597
39,002,259 79,882,184
Interest and Dividends Receivable 167,986 418,467
Total Assets at Market $39,170,245 $ 80,300,651
Allocation to participating plans:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C> <C> <C>
Georgia Gulf Corporation:
Savings and Capital Growth Plan $ 0 0% $52,254,568 65.1%
Salaried Employees Retirement Plan 38,720,711 98.9 27,721,601 34.5
Hourly Employees Retirement Plan 449,534 1.1 324,482 0.4
$ 39,170,245 100.0% $80,300,651 100.0%
</TABLE>
Tax Status
The Plan has obtained a determination letter dated October 26, 1995, in
which the Internal Revenue Service stated that the Plan, as amended through
December 9, 1994, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has subsequently been amended; however,
the Plan administrator believes that the Plan is currently designed and
being operated in compliance with the applicable requirements of the
Internal Revenue Code. Therefore, the administrator believes that the
Plan was qualified, and the related MEBT was tax exempt, as of the
financial statement date.
3. TRUST AGREEMENT
Under a previous trust agreement, Wachovia Bank of Georgia, N.A.
was appointed trustee of the Plan and administered the Plan's assets
together with the income derived therefrom. Effective October 1, 1995,
INVESCO (the "Trustee") accepted fiduciary responsibility as Trustee for
the Georgia Gulf Corporation Savings and Capital Growth Plan. Expenses
incurred by the Trustee in the performance of its duties under this
agreement, other than investment advisor fees, are paid by the Company.
4. PLAN DESCRIPTION
The following brief description of the Plan is provided for informational
purposes only.
General
The Plan is a defined contribution plan covering substantially all salaried
employees of the Company. Established in 1985, the Plan provides for a
yearly defined Company contribution. In addition, the Company contributes
a matching percentage of employee contributions up to a designated maximum
percentage. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
The Plan is divided into three accounts, each containing specific benefits,
vesting and limitations as defined in the Plan document.
Capital Growth Account: Contributions consist of a yearly Company
contribution of 3% of annual compensation, as defined by the plan
agreement. The contribution is limited to "current and accumulated
earnings and profits" in accordance with Internal Revenue Service
regulations and is fully vested immediately. Pursuant to an amendment
effective October 1, 1995, the contribution is participant directed.
Employees whose termination is due to disability or death or whose
termination occurs after reaching age 55 with 5 or more years of
service will be entitled to a contribution for the year of termination.
On December 31, 1995, 1,040 employees or former employees received a
basic contribution to their Capital Growth Account.
Savings Account: Contributions consist of pre-tax and/or post-tax
employee contributions and a company matching contribution equal to
50% of employee before tax contributions up to a maximum of 4% of
annual compensation. Company contributions are limited to "current
and accumulated earnings and profits" in accordance with Internal
Revenue Service regulations. Matching contributions vest at a rate of
10% per year for the first four years of service and 20% per year for
the fifth, sixth, and seventh years of service, or vest
immediately if an employee leaves the Company due to death, disability,
or retirement at age 60 or later. As of December 31, 1995, 948
employees were making contributions to their savings account.
Prior Plan Account: Present participants of the Plan who were
previously employees of G-P may have participated in the G-P Savings
and Capital Growth Plan which consisted of an employer fund and
employee fund. Employer fund balances consisted of annual contributions
plus earnings. Employee fund balances consisted of employee after-tax
contributions plus earnings. Upon termination of employment by G-P due
to the Company's acquisition of Chemicals, these prior plan account
balances were transferred to the Plan and became fully vested.
When employees leave the Company, they may elect to receive their
entire employer fund prior plan account balance as a lump-sum
distribution or, if eligible, to transfer the amount to the Salaried
Employees Retirement Plan. If the employee elects a lump-sum
distribution, the pre-1985 pension benefit is reduced by the monthly
annuity value of the employer fund balance.
Employee fund balances are classified as an after-tax savings account
and are subject to plan distribution rules.
Investment Funds as of December 31, 1995
Assets held in the Plan as of December 31, 1995 are invested by the Trustee
in one or more of five investment fund options: the Total Return Fund, the
Stable Value Fund, the Stock Fund, the Small Company Fund, and the Georgia
Gulf Stock Fund. Prior Plan Account assets are invested in the Total
Return Fund. Savings Account assets may be divided at the participants
discretion among the five funds in 1% increments, and participants may
change their investment election monthly. A description of the investment
funds follows:
Total Return Fund (formerly known as the Balanced Fund) - Comprised of
units in the INVESCO Retirement Stable Value Fund which invests in a
mutual fund investing in stocks and bonds to achieve a competitive rate
of return while maintaining low volatility.
Stable Value Fund (formerly known as the Interest Income Fund) -
Comprised of units in the INVESCO Retirement Stable Value Fund which
invests in investment contracts designed to essentially ensure return
of principal and a higher return than typically offered by money
market funds. Guaranteed income contracts that provide for benefit
payments or withdrawals on a contractual basis and with respect to
which there is no active trading market are valued at their fair value
as determined by the Trustee, which in the case of such investments
providing for such payments or withdrawals without penalties is
generally deemed to be accrued at book value (cost plus accrued
income). Due to the inherent uncertainty of valuation, those estimated
values may differ significantly from the values that would have been
used had a ready market for the investment contracts existed.
Stock Fund (formerly known as the Common Stock Fund) - Comprised of a
mutual fund investing in common stock of well-established companies to
achieve long-term capital growth.
Small Company Fund (formerly known as the Emerging Growth Fund) -
Comprised of an aggressive equity mutual fund investing in small-sized
companies to achieve substantial capital appreciation.
Georgia Gulf Stock Fund - Comprised of Georgia Gulf Corporation common
stock to achieve substantial capital appreciation.
Investment Funds as of December 31, 1994
Assets held in the Plan as of December 31, 1994 are invested by Wachovia in
one or more of five investment fund options: the Balanced Fund, the
Interest Income Fund, the Common Stock Fund, the Emerging Growth Fund, and
the Georgia Gulf Stock Fund. Capital Growth Account assets and Prior Plan
Account assets are invested in the Balanced Fund. A description of the
investment funds follows:
Balanced Fund - Comprised of stocks and bonds to achieve a competitive
rate of return while maintaining low volatility.
Interest Income Fund - Comprised of interest-bearing investments
designed to essentially ensure return of principal and a specific rate
of interest.
Common Stock Fund - Comprised of common stock of well-established
companies to achieve long-term capital growth.
Emerging Growth Fund - Comprised of an aggressive equity mutual fund
investing in small- to medium-sized companies to achieve substantial
capital appreciation.
Georgia Gulf Stock Fund - Comprised of Georgia Gulf Corporation common
stock and Georgia Gulf Corporation senior subordinated notes to
achieve substantial capital appreciation.
Benefits
Benefits of the Plan are payable to the designated beneficiary if
termination is due to death. Distributions to employees are made only upon
termination.
Participant Loans
Plan participants may borrow up to 50% of their total vested account
balance. The vested account balance consists of employee before-tax
contributions, their vested portion of company matching contributions, and
the company basic contributions. Loans will be made for no less
than $1,000 and for no more than $50,000. Loans are repaid by monthly
payroll deductions covering both principal and interest. The loans
must be repaid within five years unless used to purchase a primary
residence, in which case the term may be extended. Interest rates are
based on the prime interest rate plus 1% at the time a loan is approved.
Plan Termination
In the event the Plan terminates, employees become 100% vested for all
company contributions regardless of length of service. In addition,
any unallocated Plan funds will be allocated to the appropriate accounts of
Plan members and beneficiaries.
5. RECONCILIATION TO FORM 5500
As of December 31, 1995 and 1994, the Plan had approximately $25,000 and
$184,000, respectively, of pending distributions to participants who
elected to withdraw from the Plan. These amounts are recorded as a
liability in the Plan's Form 5500; however, these amounts are not
recorded as a liability in the accompanying statements of net assets
available for plan benefits in accordance with generally accepted
accounting principles.
The following table reconciles the financial statements to Items 31 and 32 of
the Form 5500 as filed by the Company for the years ending December 31, 1995
and December 31, 1994.
<TABLE>
<CAPTION>
1995 1994
Per Per
Financial Per Financial Per
Statements Form 5500 Statements Form 5500
<S> <C> <C> <C> <C>
Benefits payable $ 0 $ 25,000 $ 0 $ 184,000
Net assets available for
benefits 118,499,778 118,474,778 103,523,640 103,339,640
Benefits paid to participants 2,782,927 2,782,927 4,501,653 4,501,653
</TABLE>
<PAGE>
SCHEDULE I
Page 1 of 1
<TABLE>
<CAPTION>
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
Identity of Shares or
Issue Description Face Value Market Value Historical Cost
<S> <C> <C> <C> <C>
GUARANTEED INCOME FUND
INVESCO INVESCO Stable Value Fund* 6,381,162 $ 6,381,162 $ 6,381,162
MUTUAL FUNDS
INVESCO INVESCO Total Return Fund 2,977,957 $ 66,527,550 $ 64,095,303
Dodge & Cox Dodge & Cox Stock Fund 72,901 4,944,874 4,951,465
UAM UAM Small Company Fund 231,720 4,316,936 4,512,534
Total Mutual Funds 3,282,578 75,789,360 73,559,302
NOTES AND MORTGAGES
The Plan Employee Loans*(with interest
rates ranging from 6.0%
to 13.0%) 2,393,758 2,393,758 2,393,758
EQUITY SECURITIES
Georgia Gulf Georgia Gulf Stock Fund* 1,089,443 33,936,158 21,392,770
Total Investments $ 118,500,438 $103,726,992
</TABLE>
* Represents a party-in-interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
<TABLE>
<CAPTION>
GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS*
FOR THE YEAR ENDED DECEMBER 31, 1995
Purchases Sales or Maturities
Current Value Current Value
Number of Purchase of Asset on Number of of Asset on Realized
Investment Description Transactions Price Transaction Transactions Proceeds Cost Transaction Gain
Date Date (Loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CASH EQUIVALENTS
Short-Term Investment
Company B 194 $18,203,173 $18,203,173 123 $24,725,265 $24,725,265 $24,725,265 $ -
EQUITY SECURITIES
Georgia Gulf Corporation 45 $ 7,047,357 $ 7,047,357 10 $ 493,954 $ 368,136 $ 493,954 $125,818
MUTUAL FUNDS
INVESCO Total Return Fund 12 $65,003,968 $65,003,968 6 $ 949,846 $ 920,557 $ 949,846 $ 29,289
Dodge & Cox Stock Fund 11 $ 5,001,198 $ 5,001,198 4 $ 39,409 $ 29,171 $ 39,409 $ 10,238
UAM Small Company Fund 11 $ 4,349,523 $ 4,349,523 5 $ 15,581 $ 16,733 $ 15,581 ($ 1,152)
GUARANTEED INCOME FUND
INVESCO Stable Value Fund 14 $6,590,478 $ 6,590,478 9 $ 305,828 $ 305,828 $ 305,828 $ -
</TABLE>
* Represents a transaction or series of transactions in securities of the
same issue in excess of 5% of the fair market value of plan assets as of
the beginning of the year.
The accompanying notes are an integral part of this schedule.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into the Company's previously filed
Registration Statements on Form S-8, file no. 33-14696, file no. 33-40952,
file no. 33-27365, file no. 33-42008, file no. 33-42190, file no. 33-56711,
and file no. 33-64749.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 18, 1996
