<PAGE>
FORM 11-K/A
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, 1997
[ ] 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 23, 1998
<PAGE>
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH
AUDITORS' REPORT
<PAGE>
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits, With Fund
Information--December 31, 1997 and 1996
Statements of Changes in Net Assets Available for Plan Benefits,
With Fund Information, for the Years Ended December 31, 1997
and 1996
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1997
Schedule II: Item 27d--Schedule of Reportable Transactions for
the Year Ended December 31, 1997
<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 the GEORGIA GULF CORPORATION SAVINGS AND
CAPITAL GROWTH PLAN as of December 31, 1997 and 1996 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
administrator. 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 the
Georgia Gulf Corporation Savings and Capital Growth Plan as of December 31,
1997 and 1996 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 L.L.P.
Atlanta, Georgia
June 5, 1998
<PAGE>
Page 1 of 3
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
Participant-Directed
----------------------------------------------------------------------------------------------------
Blue Chip
Total Return Fund Stable Value Fund Growth Fund Stock Fund
----------------------------------------------------------------------------------------------------
1997 1996 1997 1996 1997 1996 1997 1996
----------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments:
INVESCO Total Return
Fund $41,539,454 $37,482,133 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
INVESCO Stable Value
Fund 0 0 8,588,029 6,842,962 0 0 0 0
Fidelity Blue Chip
Growth Fund 0 0 0 0 9,987,117 5,566,950 0 0
Dodge & Cox Stock
Fund 0 0 0 0 0 0 14,631,514 9,161,725
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
----------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $41,539,454 $37,482,133 $8,588,029 $6,842,962 $9,987,117 $5,566,950 $14,631,514 $9,161,725
----------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
----------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
</TABLE>
<PAGE>
Page 2 of 3
<TABLE>
<CAPTION>
Participant-Directed
----------------------------------------------------------------------------------------------------
Europacific
Small Company Fund Growth Fund Georgia Gulf Stock Fund Participant Loan Fund
----------------------------------------------------------------------------------------------------
1997 1996 1997 1996 1997 1996 1997 1996
----------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
<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 12,403,394 7,502,074 0 0 0 0 0 0
American Funds
Europacific
Growth Fund 0 0 4,080,782 2,663,347 0 0 0 0
Equity securities 0 0 0 0 26,980,718 27,119,427 0 0
Participant loans
(Note 4) 0 0 0 0 0 0 2,974,350 2,681,692
----------- ---------- ---------- ---------- ----------- ----------- ---------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $12,403,394 $7,502,074 $4,080,782 $2,663,347 $26,980,718 $27,119,427 $2,974,350 $2,681,692
----------- ---------- ---------- ---------- ----------- ----------- ---------- ----------
----------- ---------- ---------- ---------- ----------- ----------- ---------- ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page 3 of 3
Nonparticipant-Directed
Total Return Fund Total
------------------------- --------------------------
1997 1996 1997 1996
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
ASSETS:
Investments:
INVESCO Total Return Fund $32,185,494 $26,495,574 $ 73,724,948 $ 63,977,707
INVESCO Stable Value Fund 0 0 8,588,029 6,842,962
Fidelity Blue Chip Growth Fund 0 0 9,987,117 5,566,950
Dodge & Cox Stock Fund 0 0 14,631,514 9,161,725
UAM Small Company Fund 0 0 12,403,394 7,502,074
American Funds Europacific Growth Fund 0 0 4,080,782 2,663,347
Equity securities 0 0 26,980,718 27,119,427
Participant loans (Note 4) 0 0 2,974,350 2,681,692
----------- ----------- ------------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $32,185,494 $26,495,574 $153,370,852 $125,515,884
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
Page 1 of 3
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, 1997 AND 1996
Participant-Directed
------------------------------------------------------------------------------
Blue Chip
Total Return Fund Stable Value Fund Growth Fund
------------------------- ------------------------ -----------------------
1997 1996 1997 1996 1997 1996
----------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS (Note 4):
Employer $ 753,215 $ 816,098 $ 280,689 $ 241,454 $ 375,119 $ 268,708
Employee 932,331 1,043,896 291,046 296,513 556,379 473,825
----------- ----------- ---------- ---------- ---------- ----------
Total contributions 1,685,546 1,859,994 571,735 537,967 931,498 742,533
INTEREST AND DIVIDEND INCOME 0 0 405,243 391,934 0 0
NET GAIN (LOSS) FROM INVESTMENTS (Note 2) 8,466,699 4,573,177 0 0 1,626,970 650,110
INTEREST INCOME--PARTICIPANT LOANS (Note 4) 64,414 65,304 19,460 17,060 31,104 19,578
PRINCIPAL REPAYMENTS--PARTICIPANT LOANS 232,658 235,071 61,407 77,775 112,644 60,998
----------- ----------- ---------- ---------- ---------- ----------
10,449,317 6,733,546 1,057,845 1,024,736 2,702,216 1,473,219
----------- ----------- ---------- ---------- ---------- ----------
LESS:
Benefit payments (2,159,440) (4,459,437) (669,945) (2,283,437) (459,974) (94,365)
Loan disbursements (504,422) (663,793) (123,192) (63,281) (94,486) (71,446)
----------- ----------- ---------- ---------- ---------- ----------
(2,663,862) (5,123,230) (793,137) (2,346,718) (554,460) (165,811)
----------- ----------- ---------- ---------- ---------- ----------
INTERFUND TRANSFERS (3,728,134) (5,653,826) 1,480,359 1,781,055 2,272,411 4,259,542
----------- ----------- ---------- ---------- ---------- ----------
NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 4,057,321 (4,043,510) 1,745,067 459,073 4,420,167 5,566,950
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
BEGINNING OF YEAR 37,482,133 41,525,643 6,842,962 6,383,889 5,566,950 0
----------- ----------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END
OF YEAR $41,539,454 $37,482,133 $8,588,029 $6,842,962 $9,987,117 $5,566,950
----------- ----------- ---------- ---------- ---------- ----------
----------- ----------- ---------- ---------- ---------- ----------
</TABLE>
<PAGE>
Page 2 of 3
<TABLE>
<CAPTION>
Participant-Directed
---------------------------------------------------------------------------------------------------------
Europacific Georgia Gulf
Stock Fund Small Company Fund Growth Fund Stock Fund
----------------------- ------------------------ ----------------------- --------------------------
1997 1996 1997 1996 1997 1996 1997 1996
----------- ---------- ----------- ---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS
(Note 4):
Employer $ 394,366 $ 307,688 $ 328,402 $ 253,478 $ 139,901 $ 86,226 $ 942,834 $ 1,144,186
Employee 522,220 464,771 519,691 429,370 198,846 117,320 1,345,565 1,615,715
----------- ---------- ----------- ---------- ---------- ---------- ----------- -----------
Total
contributions 916,586 772,459 848,093 682,848 338,747 203,546 2,288,399 2,759,901
INTEREST AND DIVIDEND
INCOME 0 0 0 0 0 0 333,743 0
NET GAIN (LOSS)
FROM INVESTMENTS
(Note 2) 2,825,204 1,467,799 2,349,700 1,381,700 150,500 290,723 3,577,377 (1,732,681)
INTEREST INCOME--
PARTICIPANT LOANS
(Note 4) 29,780 23,268 26,092 17,640 9,741 4,887 92,173 92,606
PRINCIPAL REPAYMENTS--
PARTICIPANT LOANS 118,271 70,369 88,931 55,963 43,188 23,956 275,013 302,772
----------- ---------- ----------- ---------- ---------- ---------- ----------- -----------
3,889,841 2,333,895 3,312,816 2,138,151 542,176 523,112 6,566,705 1,422,598
----------- ---------- ----------- ---------- ---------- ---------- ----------- -----------
LESS:
Benefit payments (733,219) (556,650) (399,180) (307,274) (189,760) (32,736) (791,375) (1,374,940)
Loan disbursements (88,168) (74,125) (83,486) (90,350) (42,711) (7,041) (309,168) (469,064)
----------- ---------- ----------- ---------- ---------- ---------- ----------- -----------
(821,387) (630,775) (482,666) (397,624) (232,471) (39,777) (1,100,543) (1,844,004)
----------- ---------- ----------- ---------- ---------- ---------- ----------- -----------
INTERFUND TRANSFERS 2,401,335 2,514,668 2,071,170 1,459,008 1,107,730 2,180,012 (5,604,871) (6,395,461)
----------- ---------- ----------- ---------- ---------- ---------- ----------- -----------
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 5,469,789 4,217,788 4,901,320 3,199,535 1,417,435 2,663,347 (138,709) (6,816,867)
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT BEGINNING OF YEAR 9,161,725 4,943,937 7,502,074 4,302,539 2,663,347 0 27,119,427 33,936,294
----------- ---------- ----------- ---------- ---------- ---------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $14,631,514 $9,161,725 $12,403,394 $7,502,074 $4,080,782 $2,663,347 $26,980,718 $27,119,427
----------- ---------- ----------- ---------- ---------- ---------- ----------- -----------
----------- ---------- ----------- ---------- ---------- ---------- ----------- -----------
</TABLE>
<PAGE>
Page 3 of 3
<TABLE>
<CAPTION>
Nonparticipant-Directed
Participant Loan Fund Total Return Fund Total
----------------------- -------------------------- ---------------------------
1997 1996 1997 1996 1997 1996
---------- ---------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS (Note 4):
Employer $ 0 $ 0 $ 0 $ 0 $ 3,214,526 $ 3,117,838
Employee 0 0 0 0 4,366,078 4,441,410
---------- ---------- ----------- ----------- ------------ ------------
Total contributions 0 0 0 0 7,580,604 7,559,248
INTEREST AND DIVIDEND INCOME 0 0 0 0 738,986 391,934
NET GAIN (LOSS) FROM INVESTMENTS (Note 2) 0 0 6,751,545 3,105,214 25,747,995 9,736,042
INTEREST INCOME--PARTICIPANT LOANS (Note 4) 0 0 0 0 272,764 240,343
PRINCIPAL REPAYMENTS--PARTICIPANT LOANS (932,112) (826,904) 0 0 0 0
---------- ---------- ----------- ----------- ------------ ------------
(932,112) (826,904) 6,751,545 3,105,214 34,340,349 17,927,567
---------- ---------- ----------- ----------- ------------ ------------
LESS:
Benefit payments (20,863) (324,262) (1,061,625) (1,478,360) (6,485,381) (10,911,461)
Loan disbursements 1,245,633 1,439,100 0 0 0 0
---------- ---------- ----------- ----------- ------------ ------------
1,224,770 1,114,838 (1,061,625) (1,478,360) (6,485,381) (10,911,461)
---------- ---------- ----------- ----------- ------------ ------------
INTERFUND TRANSFERS 0 0 0 (144,998) 0 0
---------- ---------- ----------- ----------- ------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 292,658 287,934 5,689,920 1,481,856 27,854,968 7,016,106
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
BEGINNING OF YEAR 2,681,692 2,393,758 26,495,574 25,013,718 125,515,884 118,499,778
---------- ---------- ----------- ----------- ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
END OF YEAR $2,974,350 $2,681,692 $32,185,494 $26,495,574 $153,370,852 $125,515,884
---------- ---------- ----------- ----------- ------------ ------------
---------- ---------- ----------- ----------- ------------ ------------
</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, 1997 AND 1996
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>
1997 1996
---- ----
<S> <C> <C>
Net gain/(loss) from Georgia Gulf Corporation stock $ 3,577,377 $(1,732,681)
Net gain from other investments 22,170,618 11,468,723
------------ -----------
$25,747,995 $ 9,736,042
------------ -----------
------------ -----------
</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>
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.
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 ("IRC"). In the opinion of the
plan administrator, the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC and is therefore
tax-exempt as of the financial statement dates.
3. TRUST AGREEMENT
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 Plan.
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
<PAGE>
December 31, 1997, 992 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, 1997,
946 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 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, 1997 and 1996
Assets held in the Plan as of December 31, 1997, are invested by the
Trustee in one or more of the seven investment fund options: the Total
Return Fund, the Stable Value Fund, the Stock Fund, the Small Company
Fund, the Georgia Gulf Stock Fund, the Blue Chip Growth Fund, and the
Europacific Growth Fund. Prior plan account assets are invested in the
Total Return Fund at December 31, 1997, and 1996. 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:
<PAGE>
Total Return Fund (Formerly Known as the Balanced Fund)
A 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.
Blue Chip Growth Fund
A 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)
A 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)
A fund comprised of an aggressive equity mutual fund investing in
small-sized companies to achieve substantial capital
appreciation.
Europacific Growth Fund
A fund comprised of units in the American Funds 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
A fund comprised of Georgia Gulf Corporation common stock to
achieve substantial capital appreciation.
<PAGE>
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>
<TABLE>
<CAPTION>
SCHEDULE I
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
Shares or Market Historical
Identity of Issuer Description Face Value Value Cost
---------------------------- ------------------ ------------ ---------------- ---------------
<S> <C> <C> <C> <C>
GUARANTEED INCOME FUND:
* INVESCO INVESCO Stable Value Fund 8,588,029 $ 8,588,029 $ 8,588,029
MUTUAL FUNDS:
* INVESCO INVESCO Total Return Fund 2,534,374 73,724,948 56,524,673
Fidelity Blue Chip Growth Fund 253,095 9,987,117 8,796,168
Dodge & Cox Dodge & Cox Stock Fund 154,716 14,631,514 12,228,631
UAM UAM Small Company Fund 472,330 12,403,394 10,370,383
American Funds Europacific Growth Fund 156,833 4,080,782 4,101,939
-------------- -------------
Total mutual funds 114,827,755 92,021,794
NOTES AND MORTGAGES:
* The Plan Employee loans (with interest rates ranging
from 7% to 12%) 2,974,350 2,974,350 2,974,350
EQUITY SECURITIES:
* Georgia Gulf Georgia Gulf Stock Fund 849,470 26,980,718 17,337,263
------------ ------------
Total investments $153,370,852 $120,921,436
------------ ------------
------------ ------------
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS(a)
FOR THE YEAR ENDED DECEMBER 31, 1997
Purchases
---------------------------------------------
Current
Value of
Number Asset on
of Purchase Transaction
Investment Description Transactions Price Date
--------------------------------------------- --------------- ------------- --------------
<S> <C> <C> <C>
MUTUAL FUNDS:
INVESCO Stable Value Fund 80 $6,828,286 $6,828,286
INVESCO Total Return Fund 116 6,530,556 6,530,556
Dodge & Cox Common Stock Fund 134 6,703,545 6,703,545
EQUITY SECURITIES:
Georgia Gulf Stock Fund 95 9,264,786 9,264,786
</TABLE>
<TABLE>
<CAPTION>
Sales or Maturities
----------------------------------------------------------------------------
Current
Value of
Number Asset on
of Transaction Realized
Investment Description Transactions Proceeds Cost Date Gain (Loss)
--------------------------------------------- -------------- --------------- --------------- -------------- --------------
<C> <C> <C> <C> <C>
MUTUAL FUNDS: 117 $ 5,040,702 $ 5,040,702 $ 5,040,702 $ 0
INVESCO Stable Value Fund
177 9,237,493 7,672,361 9,237,493 1,565,132
INVESCO Total Return Fund 147 3,004,567 2,578,621 3,004,567 425,946
Dodge & Cox Common Stock Fund
EQUITY SECURITIES: 265 13,482,455 12,084,456 13,482,455 1,397,999
Georgia Gulf Stock Fund
(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.
</TABLE>
<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 L.L.P.
Atlanta, Georgia
June 23, 1998
