<PAGE>
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, 1996
[ ] 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, General Counsel
and Secretary
June 23, 1997
<PAGE>
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
Financial Statements and Schedules
as of December 31, 1996 and 1995
Together With
Auditors' Report
<PAGE>
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996 AND 1995
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits, With Fund
Information--December 31, 1996 and 1995
Statements of Changes in Net Assets Available for Plan Benefits, With Fund
Information, for the Years Ended December 31, 1996 and 1995
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1996
Schedule II: Item 27d--Schedule of Reportable Transactions for the Year
Ended December 31, 1996
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the 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, 1996 and 1995 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, 1996 and
1995 and the changes in its net assets available for plan benefits for the years
then ended in conformity with generally accepted accounting principles.
Our audits were performed 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
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in
the
<PAGE>
2
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 30, 1997
<PAGE>
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-------------------------------------------------------------------------------------------------
BLUE CHIP
TOTAL RETURN FUND STABLE VALUE FUND GROWTH FUND STOCK FUND
----------- --------- -------- -------- -------- ------- -------- --------
1996 1995 1996 1995 1996 1995 1996 1995
----------- --------- -------- -------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments:
INVESCO Total Return Fund $37,482,133 $41,513,832 $ 0 $ 0 $ 0 $0 $ 0 $ 0
INVESCO Stable Value Fund 0 0 6,842,962 6,381,162 0 0 0 0
Fidelity Blue Chip
Growth Fund 0 0 0 0 5,566,950 0 0 0
Dodge & Cox Stock Fund 0 0 0 0 0 0 9,161,725 4,944,874
UAM Small Company Fund 0 0 0 0 0 0 0 0
American Funds Europacific
Growth Fund 0 0 0 0 0 0 0 0
Equity securities 0 0 0 0 0 0 0 0
Participant Loans (Note 4) 0 0 0 0 0 0 0 0
----------- ----------- ---------- ---------- ---------- ---- ---------- ----------
Total assets 37,482,133 41,513,832 6,842,962 6,381,162 5,566,950 0 $9,161,725 $4,944,874
LIABILITIES
Other 0 11,811 0 2,727 0 0 0 (937)
----------- ----------- ---------- ---------- ---------- ---- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $37,482,133 $41,525,643 $6,842,962 $6,383,889 $5,566,950 $0 $9,161,725 $4,943,937
----------- ----------- ---------- ---------- ---------- ---- ---------- ----------
----------- ----------- ---------- ---------- ---------- ---- ---------- ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-------------------------------------------------------------------------------------------------
EUROPACIFIC
SMALL COMPANY FUND GROWTH FUND GEORGIA GULF STOCK FUND PARTICIPANT LOAN FUND
--------- --------- -------- ------- -------- ------- ------- --------
1996 1995 1996 1995 1996 1995 1996 1995
--------- --------- -------- ------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments:
INVESCO Total Return Fund $ 0 $ 0 $ 0 $0 $ 0 $ 0 $ 0 $ 0
INVESCO Stable Value Fund 0 0 0 0 0 0 0 0
Fidelity Blue Chip
Growth Fund 0 0 0 0 0 0 0 0
Dodge & Cox Stock Fund 0 0 0 0 0 0 0 0
UAM Small Company Fund 7,502,074 4,316,936 0 0 0 0 0 0
American Funds Europacific
Growth Fund 0 0 2,663,347 0 0 0 0 0
Equity securities 0 0 0 0 27,119,427 33,936,158 0 0
Participant loans (Note 4) 0 0 0 0 0 0 2,681,692 2,393,758
----------- ----------- ---------- ---- ----------- ---------- ---------- ----------
Total assets 7,502,074 4,316,936 2,663,347 0 27,119,427 33,936,158 2,681,692 2,393,758
LIABILITIES:
Other 0 (14,397) 0 0 0 136 0 0
----------- ----------- ---------- ---- ----------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $7,502,074 $4,302,539 $2,663,347 $0 $27,119,427 $33,936,294 $2,681,692 $2,393,758
----------- ----------- ---------- ---- ----------- ---------- ---------- ----------
----------- ----------- ---------- ---- ----------- ---------- ---------- ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Nonparticipant-Directed
Total Return Fund Total
--------------------------------------------------------------------
1996 1995 1996 1995
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS:
Investments:
INVESCO Total Return Fund $26,495,574 $25,013,718 $ 63,977,707 $ 66,527,550
INVESCO Stable Value Fund 0 0 6,842,962 6,381,162
Fidelity Blue Chip Growth Fund 0 0 5,566,950 0
Dodge & Cox Stock Fund 0 0 9,161,725 4,944,874
UAM Small Company Fund 0 0 7,502,074 4,316,936
American Funds Europacific Growth Fund 0 0 2,663,347 0
Equity securities 0 0 27,119,427 33,936,158
Participant loans (Note 4) 0 0 2,681,692 2,393,758
----------- ---------- ------------- ------------
Total assets 26,495,574 25,013,718 125,515,884 118,500,438
LIABILITIES:
Other 0 0 0 (660)
----------- ----------- ------------ -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $26,495,574 $25,013,718 $125,515,884 $118,499,778
----------- ---------- ------------- ------------
----------- ---------- ------------- ------------
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
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, 1996 AND 1995
<TABLE>
Participant-Directed
------------------------------------------------------------------------------------------------
Blue Chip
Total Return Fund Stable Value Fund Growth Fund Stock Fund
------------------------------------------------------------------------------------------------
1996 1995 1996 1995 1996 1995 1996 1995
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS (Note 4):
Employer $ 816,098 $ 2,030,719 $ 241,454 $ 167,630 $ 268,708 $ 0 $ 307,688 $ 104,105
Employee 1,043,896 1,160,247 296,513 396,892 473,825 0 464,771 293,263
--------- ---------- --------- --------- --------- -- -------- ---------
Total contributions 1,859,994 3,190,966 537,967 564,522 742,533 0 772,459 397,368
NET INVESTMENT GAIN FROM
GEORGIA GULF CORPORATION
MASTER EMPLOYEE BENEFITS TRUST
(Note 2) 0 7,078,656 0 0 0 0 0 0
INTEREST AND DIVIDEND INCOME 0 0 391,934 381,838 0 0 0 0
NET GAIN (LOSS)
FROM INVESTMENTS (Note 2) 4,573,177 2,078,188 0 0 650,110 0 1,467,799 1,135,604
INTEREST INCOME--PARTICIPANT LOANS
(Note 4) 65,304 101,375 17,060 16,877 19,578 0 23,268 8,778
PRINCIPAL REPAYMENTS--PARTICIPANT
LOANS 235,071 342,050 77,775 76,897 60,998 0 70,369 32,430
----------- ---------- ---------- --------- --------- -- ---------- ----------
6,733,546 12,791,235 1,024,736 1,040,134 1,473,219 0 2,333,895 1,574,180
LESS: ------------ ---------- ---------- --------- --------- -- ---------- ----------
Benefit payments (4,459,437) (877,811) (2,283,437) (650,198) (94,365) 0 (556,650) (124,834)
Loan disbursements (663,793) (714,369) (63,281) (157,743) (71,446) 0 (74,125) (45,764)
------------ ----------- ---------- --------- ---------- -- ---------- --------
(5,123,230) (1,592,180) (2,346,718) (807,941) (165,811) 0 (630,775) (170,598)
------------ ----------- --------- --------- ---------- -- ---------- --------
INTERFUND TRANSFERS (5,653,826) 13,212,962 1,781,055 22,059 4,259,542 0 2,514,668 15,501
------------ ----------- --------- --------- ---------- -- ---------- --------
NET INCREASE (DECREASE) IN NET
ASSETS AVAILABLE
FOR PLAN BENEFITS (4,043,510) 24,412,017 459,073 254,252 5,566,950 0 4,217,788 1,419,083
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR 41,525,643 17,113,626 6,383,889 6,129,637 0 0 4,943,937 3,524,854
----------- ----------- ---------- ---------- ---------- -- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $37,482,133 $41,525,643 $6,842,962 $6,383,889 $5,566,950 $0 $9,161,725 $4,943,937
----------- ----------- ---------- ---------- ---------- -- ---------- -----------
----------- ----------- ---------- ---------- ---------- -- ---------- -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Participant-Directed
---------------------------------------------------------------------------------------------
Europacific
Small Company Fund Growth Fund Georgia Gulf Stock Fund Participant Loan Fund
---------------------------------------------------------------------------------------------
1996 1995 1996 1995 1996 1995 1996 1995
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS (Note 4):
Employer $ 253,478 $ 102,833 $ 86,226 $ 0 $ 1,144,186 $ 818,265 $ 0 $ 0
Employee 429,370 284,327 117,320 0 1,615,715 2,128,900 0 0
--------- --------- -------- -- ---------- --------- -------- -------
Total contributions 682,848 387,160 203,546 0 2,759,901 2,947,165 0 0
NET INVESTMENT GAIN FROM
GEORGIA GULF CORPORATION
MASTER EMPLOYEE BENEFITS
TRUST (Note 2) 0 0 0 0 0 0 0 0
INTEREST AND DIVIDEND INCOME 0 0 0 0 0 0 0 0
NET GAIN (LOSS) FROM INVESTMENTS
(Note 2) 1,381,700 810,419 290,723 0 (1,732,681) (7,093,127) 0 0
INTEREST INCOME--PARTICIPANT
LOANS (Note 4) 17,640 8,006 4,887 0 92,606 72,097 0 0
PRINCIPAL REPAYMENTS
--PARTICIPANT LOANS 55,963 44,253 23,956 0 302,772 281,052 (826,904) (814,270)
--------- --------- --------- -- ---------- ----------- --------- --------
2,138,151 1,249,838 523,112 0 1,422,598 (3,792,813) (826,904) (814,270)
--------- --------- --------- -- ----------- ----------- --------- --------
LESS:
Benefit payments (307,274) (97,293) (32,736) 0 (1,374,940) (708,911) (324,262) 0
Loan disbursements (90,350) (50,223) (7,041) 0 (469,064) 0 1,439,100 968,099
---------- --------- --------- -- ----------- ---------- ---------- -------
(397,624) (147,516) (39,777) 0 (1,844,004) (708,911) 1,114,838 968,099
---------- --------- ---------- -- ----------- ---------- ---------- -------
INTERFUND TRANSFERS 1,459,008 (394,840) 2,180,012 0 (6,395,461) 2,778,642 0 0
---------- --------- ---------- -- ----------- ---------- ---------- -------
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 3,199,535 707,482 2,663,347 0 (6,816,867) (1,723,082) 287,934 153,829
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR 4,302,539 3,595,057 0 0 33,936,294 35,659,376 2,393,758 2,239,929
--------- ---------- ---------- -- ---------- ---------- --------- ---------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $7,502,074 $4,302,539 $2,663,347 $0 $27,119,427 $33,936,294 $2,681,692 $2,393,758
---------- ---------- ---------- -- ----------- ----------- ---------- ----------
---------- ---------- ---------- -- ----------- ----------- ---------- ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Nonparticipant-Directed
Total Return Fund Total
-------------------------------------------------------------------
1996 1995 1996 1995
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
CONTRIBUTIONS (Note 4):
Employer $ 0 $ 0 $ 3,117,838 $ 3,223,552
Employee 0 0 4,441,410 4,263,629
----------- ------------ ----------- ------------
Total contributions 0 0 7,559,248 7,487,181
NET INVESTMENT GAIN FROM
GEORGIA GULF CORPORATION
MASTER EMPLOYEE BENEFITS
TRUST (Note 2) 0 4,432,959 0 11,511,615
INTEREST AND DIVIDEND INCOME 0 0 391,934 381,838
NET GAIN (LOSS) FROM INVESTMENTS
(Note 2) 3,105,214 1,277,802 9,736,042 (1,791,114)
INTEREST INCOME--PARTICIPANT LOANS
(Note 4) 0 0 240,343 207,133
PRINCIPAL REPAYMENTS--PARTICIPANT LOANS 0 0 0 (37,588)
----------- ------------ ----------- ------------
3,105,214 5,710,761 17,927,567 17,759,065
LESS: ----------- ------------ ------------ ------------
Benefit payments (1,478,360) (323,880) (10,911,461) (2,782,927)
Loan disbursements 0 0 0 0
----------- ------------ ------------ ------------
(1,478,360) (323,880) (10,911,461) (2,782,927)
----------- ------------ ----------- ------------
INTERFUND TRANSFERS (144,998) (15,634,324) 0 0
----------- ------------ ------------ ------------
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 1,481,856 (10,247,443) 7,016,106 14,976,138
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT BEGINNING OF YEAR 25,013,718 35,261,161 118,499,778 103,523,640
----------- ------------ ----------- ------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT END OF YEAR $26,495,574 $25,013,718 $125,515,884 $118,499,778
----------- ------------ ------------ ------------
----------- ------------ ------------ ------------
</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, 1996 AND 1995
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 fair market value, based on current
security exchange prices. Net gain (loss) from investments includes
realized gains (losses) from the sales of investments and unrealized
appreciation (depreciation) of investments.
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Net loss from Georgia Gulf Corporation stock $(1,732,681) $(7,093,127)
Net gain from other investments 11,468,723 5,302,013
------------ ------------
$ 9,736,042 $(1,791,114)
------------ ------------
------------ ------------
</TABLE>
Prior to October 1, 1995, certain Plan assets were commingled in the Georgia
Gulf Corporation Master Employee Benefits Trust (the "MEBT") together with
the assets of the
<PAGE>
-2-
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 statements 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 year ended December
31, 1995, which comprises the net investment gain for participating
plans, together with the allocation to the Plan, was as follows:
<TABLE>
<S> <C>
Interest and dividend income $ 2,864,801
Net appreciation in the fair value of investments 16,998,189
Investment expenses (359,718)
-------------
Net investment gain from Georgia Gulf Corporation
Master Employee Benefits Trust $ 19,503,272
-------------
-------------
</TABLE>
The net appreciation in the fair value of investments in the MEBT by major
investment category for the year ended December 31, 1995 was as follows:
<TABLE>
<S> <C>
Equity securities $14,882,812
Fixed income securities 2,115,377
-----------
Net appreciation in the fair value of investments $16,998,189
-----------
-----------
</TABLE>
Allocation to participating plans (based on market values at the beginning
of each month) was as follows as of December 31, 1995:
<TABLE>
<S> <C>
Georgia Gulf Corporation:
Savings and Capital Growth Plan $11,511,615
Salaried Employees Retirement Plan 7,892,169
Hourly Employees Retirement Plan 99,488
-----------
$19,503,272
-----------
-----------
</TABLE>
Tax Status
The Plan obtained its latest determination letter on November 13, 1996, in
which the Internal Revenue Service ("IRS") stated that the Plan, as amended
as of August 26, 1996, was in compliance with the applicable requirements
of the Internal Revenue Code. The Plan has not been subsequently amended.
Therefore, the administrator believes the Plan was qualified and the
related MEBT was tax-exempt as of the financial statement dates.
3. TRUST AGREEMENT
Under a previous trust agreement, Wachovia 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
<PAGE>
-3-
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 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"), as amended.
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 IRS 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 five or more years of
service will be entitled to a contribution for the year of
termination. On December 31, 1996, 866 employees or former
employees received a basic contribution to their capital growth
account.
Savings Account
Contributions consist of pretax and/or after-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 IRS
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, 1996, 958 employees were
making contributions to their savings accounts.
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
<PAGE>
-4-
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 an employee leaves the Company, he may elect to receive his
entire employer fund prior plan account balance as a lump-sum
distribution or, if eligible, to transfer the amount to the
Company's defined benefit plan, 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, 1996 and 1995
Assets held in the Plan as of December 31, 1995, were 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. Assets held in the Plan as of December 31,
1996, are invested by the Trustee in one or more of the five investment
fund options available at December 31, 1995, plus two additional options:
the Blue Chip Growth Fund and the Europacific Growth Fund. Prior plan
account assets are invested in the Total Return Fund at December 31, 1996,
and 1995. Savings account assets may be divided at the participants'
discretion among the fund options in 1% increments, and participants may
change their investment elections monthly. A description of the investment
funds follows:
Total Return Fund (Formerly Known as the Balanced Fund)
Comprised of units in the INVESCO Total Return Fund, which invests
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)
A 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 values, 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.
<PAGE>
-5-
Blue Chip Growth Fund
Comprised of units in the Fidelity Blue Chip Growth Fund. This fund
invests in a diversified portfolio of common stocks of well-known
and established companies to achieve long-term capital
appreciation.
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.
Europacific Growth Fund
Comprised of units in the American Funds Group Europacific Growth
Fund. This fund invests in a portfolio of companies outside the
United States which offer above-average growth potential to achieve
long-term capital appreciation.
Georgia Gulf Stock Fund
Comprised of Georgia Gulf Corporation common stock 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
A Plan participant may borrow up to 50% of his total vested account
balance. The vested account balance consists of employee pretax
contributions, his vested portion of company matching contributions, and
the company basic contributions. Loans will be made for no less than
$1,000 and 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.
<PAGE>
-6-
5. RECONCILIATION TO FORM 5500
As of December 31, 1996 and 1995, the Plan had approximately $0 and
$25,000, respectively, of pending distributions to participants who elected
to withdraw from the Plan. Pending distributions 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 ended December 31,
1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
----------------------- -----------------------
Per Per
Financial Per Financial Per
Statements Form 5500 Statements Form 5500
----------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
Benefits payable $ 0 $ 0 $ 0 $ 25,000
Net assets available
for benefits 125,515,884 125,515,884 118,499,778 118,474,778
Benefits paid to
participants 10,911,461 10,911,461 2,782,927 2,782,927
</TABLE>
<PAGE>
SCHEDULE I
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Identity Shares or Market Historical
of Issuer Description Face Value Value Cost
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GUARANTEED INCOME FUND:
INVESCO INVESCO Stable Value Fund 6,842,962 $ 6,842,962 $ 6,842,962
MUTUAL FUNDS:
INVESCO INVESCO Total Return Fund 2,632,828 63,977,707 57,132,603
Fidelity Blue Chip Growth Fund 170,295 5,566,950 5,315,245
Dodge & Cox Dodge & Cox Stock Fund 114,794 9,161,725 8,103,707
UAM UAM Small Company Fund 350,401 7,502,074 6,895,469
American Funds Europacific Growth Fund 102,279 2,663,347 2,508,157
---------- -----------
Total mutual funds 88,871,803 79,955,181
NOTES AND MORTGAGES:
The Plan Employee loans (with interest rates
ranging from 7% to 12%) 2,681,692 2,681,692 2,681,692
EQUITY SECURITIES:
Georgia Gulf Georgia Gulf Stock Fund 960,983 27,119,427 20,156,934
---------- ----------
Total investments $125,515,884 $109,636,769
------------ ------------
------------ ------------
</TABLE>
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS(a)
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Purchases Sales or Maturities
---------------------------------------------------------------------------------------------------
Current Value Current Value
Number of Asset on Number of Asset on
of Purchase Transaction of Transaction Realized
Investment Description Transactions Price Date Transactions Proceeds Cost Date Gain (Loss)
- -------------------------- ------------ -------- ----------- ------------ -------- ------ ------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY SECURITIES:
Georgia Gulf Corporation 128 $15,918,730 $15,918,730 263 $20,485,586 $15,980,586 $20,485,586 $4,505,000
MUTUAL FUNDS:
INVESCO Total Return Fund 79 6,058,256 6,058,256 222 13,690,008 12,644,422 13,690,008 1,045,586
Fidelity Blue Chip
Growth Fund 113 6,414,590 6,414,590 77 1,201,065 1,167,836 1,201,065 33,229
</TABLE>
(a) Represents a transaction or series of transactions in securities
of the same issue in excess of 5% of 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 to 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 23, 1997
