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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 30, 1999 (August
30, 1999)
GEORGIA GULF CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-9753 58-1563799
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
400 PERIMETER CENTER TERRACE, SUITE 595, ATLANTA, GEORGIA 30346
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 395-4500
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On August 30, 1999, Georgia Gulf Corporation announced that it had signed an
agreement to purchase the vinyls business of CONDEA Vista Corporation for
$270 million, as more fully described in the press release filed as Exhibit
99.1 to this report and incorporated in this report by reference.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: A number of the matters discussed in the press release filed as Exhibit
99.1 to this report that are not historical or current facts deal with
potential future circumstances and developments. These forward-looking
statements are based on management's assumptions regarding business
conditions, and actual results may be materially different. Risks and
uncertainties inherent in these assumptions include, but are not limited to,
future global economic conditions, industry production capacity, and other
factors discussed in the Securities and Exchange Commission filings of
Georgia Gulf Corporation, including the annual report on Form 10-K for the
year ended December 31, 1998 and the quarterly report on Form 10-Q for the
quarter ended June 30, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
NOT APPLICABLE
(B) PRO FORMA FINANCIAL INFORMATION.
NOT APPLICABLE
(C) EXHIBITS.
EXHIBIT NO. EXHIBIT DESCRIPTION
99.1 Press Release dated August 30, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GEORGIA GULF CORPORATION
Date: August 30, 1999 By: /s/ RICHARD B. MARCHESE
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Richard B. Marchese
Vice President Finance,
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
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99.1 Press Release dated August 30, 1999.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Dick Marchese
Georgia Gulf Corp.
770-395-4587
or
Gail Petersen
CONDEA Vista Company
281-588-3219
GEORGIA GULF CORPORATION ACQUIRES CONDEA VISTA'S VINYLS BUSINESS
Atlanta, August 30, 1999 -- Georgia Gulf Corporation (NYSE: GGC) today
announced that it has signed a definitive agreement to purchase the vinyls
business of CONDEA Vista Company for $270 million, making Georgia Gulf one of
the leading producers of vinyl products in the United States.
After the acquisition, Georgia Gulf Corporation will have an annual
capacity of approximately 3.1 billion pounds of vinyl chloride monomer (VCM),
2.6 billion pounds of vinyl resin, and 850 million pounds of flexible and
rigid vinyl compounds. Georgia Gulf will have operations at 12 locations
encompassing 23 plants and will employ about 1,500 people.
Edward A. Schmitt, president and chief executive officer of Georgia
Gulf, said, "Acquiring the vinyls business from CONDEA Vista is a major step
in our strategy to become a more integrated
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manufacturer of chlorovinyl products. The combination of the two businesses
will present the opportunity to realize a number of synergies. We have
identified cost savings and increased productivity which will result in
improved profits of at least $20 million. However, we expect the acquisition
to be dilutive to earnings in the first year and then to be accretive in
subsequent years."
CONDEA Vista Company has been looking for the right opportunity to
either build, merge or sell the vinyls business in order to focus on their
range of products that are offered by their worldwide organization, CONDEA.
"We represent CONDEA in the U.S.," said CONDEA Vista President
William C. Knodel. "And the basis of our business plan is to serve the needs
of the global surfactants market. A regional vinyls business does not fit
that plan."
Georgia Gulf will acquire from CONDEA Vista a VCM plant in Lake
Charles, Louisiana; a 50% joint venture interest in a VCM plant also in Lake
Charles; two vinyl resin plants located in Aberdeen, Mississippi and Oklahoma
City, Oklahoma; and three vinyl compound plants located in Aberdeen,
Mississippi; Jeffersontown, Kentucky; and Mansfield, Massachusetts.
"While Georgia Gulf is already known as one of the low cost
producers in the vinyl industry, we will now have the advantage
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of a significantly larger asset and customer base," continued Schmitt.
"Through the growth of our chlorovinyl chain, we have strengthened our
ability to increase shareholder value as the vinyls business enters the next
cycle.
This acquisition will allow us to serve both our existing and new
customers with a wider range of products and the flexibility of shipping from
multiple locations."
Georgia Gulf will finance the acquisition with new debt combined
with the refinancing of certain existing credit facilities. Georgia Gulf
presently expects, subject to regulatory approval and other customary
conditions, to complete the transaction in the fourth quarter of 1999.
Chase Securities served as the financial advisor to Georgia Gulf on
the transaction and will also arrange the financing.
Georgia Gulf Corporation, headquartered in Atlanta and listed on the
NYSE (GGC), is a major manufacturer and marketer of two highly integrated
lines, chlorovinyls and aromatics. Georgia Gulf's chlorovinyls products
include chlorine, caustic soda, sodium chlorate, vinyl chloride monomer and
polyvinyl chloride resins and compounds. Georgia Gulf's primary aromatic
chemical products include cumene, phenol and acetone.
CONDEA Vista Company, a wholly-owned subsidiary of RWE-DEA of
Germany, is a producer of commodity and specialty chemicals
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including linear alkylbenzene, fatty alcohols, alcohol ethoxylates, aluminas
and solvents. Sold throughout North America, these products are used to
manufacture household detergents, cosmetics, pharmaceuticals, textiles and
synthetic gems as well as other consumer products.
Headquartered in Hamburg, Germany, CONDEA is the chemical division
of RWE-DEA, a leading European refiner and marketer of petroleum products, as
well as a producer of oil, natural gas and basic petrochemicals.
This news release contains forward-looking statements subject to the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on management's assumptions
regarding business conditions, and actual results may be materially
different. Risks and uncertainties inherent in these assumptions include, but
are not limited to, future global economic conditions, industry production
capacity, and other factors discussed in the Securities and Exchange
Commission filings of Georgia Gulf Corporation, including the annual report
on form 10K for the year ended December 31, 1998 and the quarterly report on
form 10Q for the quarter ended June 30, 1999.
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