<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, 1998
/_/ 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 30, 1999
<PAGE>
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH
AUDITORS' REPORT
<PAGE>
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits, With Fund
Information--December 31, 1998 and 1997
Statements of Changes in Net Assets Available for Plan Benefits, With Fund
Information, for the Years Ended December 31, 1998 and 1997
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1998
Schedule II: Item 27d--Schedule of Reportable Transactions for the Year
Ended December 31, 1998
<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 of the GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN as of
December 31, 1998 and 1997 and the related statements of changes in net assets
available for plan benefits 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 Plan as
of December 31, 1998 and 1997 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
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 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
<PAGE>
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.
Atlanta, Georgia
May 28, 1999
<PAGE>
Page 2 of 3
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
TOTAL RETURN FUND
1997 1998
INVESTMENTS, AT QUOTED MARKET PRICES:
Mutual funds:
<S> <C> <C>
INVESCO Total Return Fund $41,539,454 $41,507,111
INVESCO Stable Value Fund 0 0
Fidelity Blue Chip Growth Fund 0 0
Dodge & Cox Stock Fund 0 0
UAM Small Company Fund 0 0
American Funds Europacific Growth Fund 0 0
IDS-New Dimensions 0 0
Vanguard 500 Index Fund 0 0
Equity Securities:
Georgia Gulf Corporation Stock 0 0
Investments, at contract value:
Participant loans (Note 4) 0 0
- ---------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $41,539,454 $41,507,111
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
BLUE CHIP
STABLE VALUE FUND GROWTH FUND STOCK FUND
1997 1998 1997 1998 1997 1998
INVESTMENTS, AT QUOTED MARKET PRICES:
Mutual funds:
<S> <C> <C> <C> <C> <C> <C>
INVESCO Total Return Fund $ 0 $ 0 $ 0 $0 $ $
INVESCO Stable Value Fund 8,588,029 15,900,553 0 0 0 0
Fidelity Blue Chip Growth Fund 0 0 9,987,117 0 0 0
Dodge & Cox Stock Fund 0 0 0 0 14,631,514 12,643,843
UAM Small Company Fund 0 0 0 0 0 0
American Funds Europacific Growth Fund 0 0 0 0 0 0
IDS-New Dimensions 0 0 0 0 0 0
Vanguard 500 Index Fund 0 0 0 0 0 0
Equity Securities:
Georgia Gulf Corporation Stock 0 0 0 0 0 0
Investments, at contract value:
Participant loans (Note 4) 0 0 0 0 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $8,588,029 $15,900,553 $9,987,117 $0 $14,631,514 $12,643,843
</TABLE>
<PAGE>
Page 2 of 3
<TABLE>
<CAPTION>
SMALL COMPANY FUND
1997 1998
<S> <C> <C>
INVESTMENTS, AT QUOTED MARKET PRICES:
Mutual funds:
INVESCO Total Return Fund $ 0 $ 0
INVESCO Stable Value Fund 0 0
Fidelity Blue Chip Growth Fund 0 0
Dodge & Cox Stock Fund 0 0
UAM Small Company Fund 12,403,394 10,485,549
American Funds Europacific Growth Fund 0 0
IDS-New Dimensions 0 0
Vanguard 500 Index Fund 0 0
Equity Securities:
Georgia Gulf Corporation Common Stock 0 0
Investments, at contract value:
Participant loans (Note 4) 0 0
NET ASSETS AVAILABLE FOR PLAN BENEFITS $12,403,394 $10,485,549
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
EUROPACIFIC GROWTH FUND GEORGIA GULF STOCK FUND
1997 1998 1997 1998
<S> <C> <C> <C> <C>
INVESTMENTS, AT QUOTED MARKET PRICES:
Mutual funds:
INVESCO Total Return Fund $ 0 $ 0 $ 0 $ 0
INVESCO Stable Value Fund 0 0 0 0
Fidelity Blue Chip Growth Fund 0 0 0 0
Dodge & Cox Stock Fund 0 0 0 0
UAM Small Company Fund 0 0 0 0
American Funds Europacific Growth Fund 4,080,782 3,864,352 0 0
IDS-New Dimensions 0 0 0 0
Vanguard 500 Index Fund 0 0 0 0
Equity Securities:
Georgia Gulf Corporation Common Stock 0 0 26,980,718 13,460,912
Investments, at contract value:
Participant loans (Note 4) 0 0 0 0
NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,080,782 $3,864,352 $26,980,718 $13,460,912
</TABLE>
<TABLE>
<CAPTION>
IDS-NEW
DIMENSIONS FUND
1997 1998
<S> <C> <C>
INVESTMENTS, AT QUOTED MARKET PRICES:
Mutual funds:
INVESCO Total Return Fund $0 $ 0
INVESCO Stable Value Fund 0 0
Fidelity Blue Chip Growth Fund 0 0
Dodge & Cox Stock Fund 0 0
UAM Small Company Fund 0 0
American Funds Europacific Growth Fund 0 0
IDS-New Dimensions 0 13,253,455
Vanguard 500 Index Fund 0 0
Equity Securities:
Georgia Gulf Corporation Common Stock 0 0
Investments, at contract value:
Participant loans (Note 4) 0 0
NET ASSETS AVAILABLE FOR PLAN BENEFITS $0 $13,253,455
</TABLE>
<PAGE>
Page 2 of 3
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
VANGUARD NONPARTICIPANT-DIRECTED
500 INDEX FUND PARTICIPANT LOAN FUND TOTAL RETURN FUND
1997 1998 1997 1998 1997 1998
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS, AT QUOTED MARKET PRICES:
Mutual funds:
INVESCO Total Return Fund $0 $ 0 $ 0 $ 0 $32,185,494 $34,291,058
INVESCO Stable Value Fund 0 0 0 0 0 0
Fidelity Blue Chip Growth Fund 0 0 0 0 0 0
Dodge & Cox Stock Fund 0 0 0 0 0 0
UAM Small Company Fund 0 0 0 0 0 0
American Funds Europacific Growth Fund 0 0 0 0 0 0
IDS-New Dimensions 0 0 0 0 0 0
Vanguard 500 TR Portfolio 0 8,610,686 0 0 0 0
Equity securities:
Georgia Gulf Corporation Common Stock 0 0 0 0 0 0
Investments, at contract value:
Participant loan fund (Note 4) 0 0 2,974,350 3,003,258 0 0
NET ASSETS AVAILABLE FOR PLAN BENEFITS $0 $8,610,686 $2,974,350 $3,003,258 $32,185,494 $34,291,058
</TABLE>
<TABLE>
<CAPTION>
TOTAL
1997 1998
<S> <C> <C>
INVESTMENTS, AT QUOTED MARKET PRICES:
Mutual funds:
INVESCO Total Return Fund $ 73,724,948 $ 75,798,169
INVESCO Stable Value Fund 8,588,029 15,900,553
Fidelity Blue Chip Growth Fund 9,987,117 0
Dodge & Cox Stock Fund 14,631,514 12,643,843
UAM Small Company Fund 12,403,394 10,485,549
American Funds Europacific Growth Fund 4,080,782 3,864,352
IDS-New Dimensions 0 13,253,455
Vanguard 500 TR Portfolio 0 8,610,686
Equity securities:
Georgia Gulf Corporation Common Stock 26,980,718 13,460,912
Investments, at contract value:
Participant loan fund (Note 4) 2,974,350 3,003,258
NET ASSETS AVAILABLE FOR PLAN BENEFITS $153,370,852 $157,020,777
</TABLE>
<PAGE>
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, 1998 AND 1997
<TABLE>
<CAPTION>
TOTAL RETURN FUND
1997 1998
<S> <C> <C>
CONTRIBUTIONS (NOTE 4):
Employer $ 753,215 $ 721,785
Participant 932,331 894,155
Total contributions 1,685,546 1,615,940
INTEREST AND DIVIDEND INCOME 0 0
NET GAIN (LOSS) FROM INVESTMENTS (NOTE 2) 8,466,699 4,857,707
INTEREST INCOME--PARTICIPANT LOANS (NOTE 4) 64,414 67,377
PRINCIPAL REPAYMENTS--PARTICIPANT LOANS 232,658 269,813
10,449,317 6,810,837
BENEFIT PAYMENTS (2,159,440) (2,674,849)
LOAN DISBURSEMENTS (504,422) (397,035)
(2,663,862) (3,071,884)
INTERFUND TRANSFERS (3,728,134) (3,745,340)
NET INCREASE (DECREASE) 4,057,321 (6,387)
- ---------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR
37,482,133 41,539,454
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR
$41,539,454 $41,533,067
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
STABLE VALUE FUND BLUE CHIP GROWTH FUND STOCK FUND
1997 1998 1997 1998 1997 1998
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS (NOTE 4):
Employer $ 280,689 $ 411,578 $ 375,119 $ 0 $ 394,366 $ 345,112
Participant 291,046 415,502 556,379 0 522,220 533,256
Total contributions 571,735 827,080 931,498 0 916,586 878,368
INTEREST AND DIVIDEND INCOME 405,243 537,127 0 0 0 0
NET GAIN (LOSS) FROM INVESTMENTS (NOTE 2) 0 0 1,626,970 30,367 2,825,204 491,531
INTEREST INCOME--PARTICIPANT LOANS (NOTE 4) 19,460 26,867 31,104 1 29,780 29,253
PRINCIPAL REPAYMENTS--PARTICIPANT LOANS 61,407 86,321 112,644 3 118,271 131,415
1,057,845 1,477,395 2,702,216 30,371 3,889,841 1,530,567
BENEFIT PAYMENTS (669,945) (2,110,981) (459,974) 0 (733,219) (362,658)
LOAN DISBURSEMENTS (123,192) (237,910) (94,486) 0 (88,168) (138,768)
(793,137) (2,348,891) (554,460) 0 (821,387) (501,426)
INTERFUND TRANSFERS 1,480,359 8,184,020 2,272,411 (10,017,488) 2,401,335 (3,016,812)
NET INCREASE (DECREASE) 1,745,067 7,312,524 4,420,167 (9,987,117) 5,469,789 (1,987,671)
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT BEGINNING OF YEAR
6,842,962 8,588,029 5,566,950 9,987,117 9,161,725 14,631,514
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR
$8,588,029 $15,900,553 $9,987,117 $ 0 $14,631,514 $12,643,843
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SMALL COMPANY FUND
1997 1998
<S> <C> <C>
CONTRIBUTIONS (NOTE 4):
Employer $ 328,402 $ 301,927
Partaicipant 519,691 452,562
Total contributions 848,093 754,489
INTEREST AND DIVIDEND INCOME 0 0
NET GAIN (LOSS) FROM INVESTMENTS (NOTE 2) 2,349,700 209,498
INTEREST INCOME--PARTICIPANT LOANS (NOTE 4) 26,092 26,398
PRINCIPAL REPAYMENTS--PARTICIPANT LOANS 88,931 117,007
3,312,816 1,107,392
BENEFIT PAYMENTS (399,180) (513,049)
LOAN DISBURSEMENTS (83,486) (131,611)
(482,666) (644,660)
INTERFUND TRANSFERS 2,071,170 (2,380,577)
NET INCREASE (DECREASE) 4,901,320 (1,917,845)
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR
7,502,074 12,403,394
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $12,403,394 $10,485,549
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
IDS NEW
EUROPACIFIC GROWTH FUND GEORGIA GULF STOCK FUND DIMENSIONS FUND
1997 1998 1997 1998 1997 1998
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS (NOTE 4):
Employer $ 139,901 $ 124,863 $ 942,834 $ 651,908 $0 $ 439,537
Partaicipant 198,846 181,819 1,345,565 859,142 0 641,328
Total contributions 338,747 306,682 2,288,399 1,511,050 0 1,080,865
INTEREST AND DIVIDEND INCOME 0 0 333,743 223,571 0 0
NET GAIN (LOSS) FROM INVESTMENTS (NOTE 2) 150,500 593,818 3,577,377 (9,334,787) 0 2,349,716
INTEREST INCOME--PARTICIPANT LOANS (NOTE 4) 9,741 9,817 92,173 74,792 0 39,732
PRINCIPAL REPAYMENTS--PARTICIPANT LOANS 43,188 42,657 275,013 247,123 0 148,559
542,176 952,974 6,566,705 (7,278,251) 0 3,618,872
BENEFIT PAYMENTS (189,760) (112,650) (791,375) (937,065) 0 (225,772)
LOAN DISBURSEMENTS (42,711) (34,883) (309,168) (263,668) 0 (111,706)
(232,471) (147,533) (1,100,543) (1,200,733) 0 (337,478)
INTERFUND TRANSFERS 1,107,730 (1,021,871) (5,604,871) (5,040,822) 0 9,972,061
NET INCREASE (DECREASE) 1,417,435 (216,430) (138,709) (13,519,806) 0 13,253,455
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR
2,663,347 4,080,782 27,119,427 26,980,718 0 0
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $4,080,782 $3,864,352 $26,980,718 $13,460,912 $0 $13,253,455
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
VANGUARD NONPARTICIPANT-DIRECTED
500 INDEX FUND PARTICIPANT LOAN FUND TOTAL RETURN FUND
1997 1998 1997 1998 1997 1998
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS (NOTE 4):
Employer $0 $ 227,456 $ 0 $ 0 $ 0 $ 0
Participant 0 306,187 0 0 0 0
Total contributions 0 533,643 0 0 0 0
INTEREST AND DIVIDEND INCOME 0 0 0 0 0 0
NET GAIN (LOSS) FROM INVESTMENTS (NOTE 2) 0 1,101,213 0 0 6,751,545 4,226,957
INTEREST INCOME--PARTICIPANT LOANS (NOTE 4) 0 18,785 0 0 0 0
PRINCIPAL REPAYMENTS--PARTICIPANT LOANS 0 77,429 (932,112) (1,120,327) 0 0
0 1,731,070 (932,112) (1,120,327) 6,751,545 4,226,957
BENEFIT PAYMENTS 0 (147,640) (20,863) (205,919) (1,061,625) (2,147,349)
LOAN DISBURSEMENTS 0 (39,779) 1,245,633 1,355,360 0 0
0 (187,419) 1,224,770 1,149,441 (1,061,625) (2,147,349)
INTERFUND TRANSFERS 0 7,066,829 0 0 0 0
NET INCREASE (DECREASE) 0 8,610,480 292,658 29,114 5,689,920 2,079,608
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT BEGINNING OF YEAR
0 0 2,681,692 2,974,350 26,495,574 32,185,494
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $0 $8,610,480 $2,974,350 $33,003,464 $32,185,494 $34,265,102
</TABLE>
<TABLE>
<CAPTION>
TOTAL
1997 1998
<S> <C> <C>
CONTRIBUTIONS (NOTE 4):
Employer $ 3,214,526 $ 3,224,166
Participant 4,366,078 4,283,951
Total contributions 7,580,604 7,508,117
INTEREST AND DIVIDEND INCOME 738,986 760,698
NET GAIN (LOSS) FROM INVESTMENTS (NOTE 2) 25,747,995 4,526,020
INTEREST INCOME--PARTICIPANT LOANS (NOTE 4) 272,764 293,022
PRINCIPAL REPAYMENTS--PARTICIPANT LOANS 0 0
13,087,857
34,340,349
BENEFIT PAYMENTS (6,485,381) (9,437,932)
LOAN DISBURSEMENTS 0 0
(6,485,381) (9,437,932)
INTERFUND TRANSFERS 0 0
NET INCREASE (DECREASE) 27,854,968 3,649,925
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT BEGINNING OF YEAR
125,515,884 153,370,852
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $153,370,852 $157,020,777
</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, 1998 AND 1997
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.
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 administrator 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. The following table summarizes
the net gain (loss) from investments as of December 31, 1997 and 1998:
<TABLE>
<CAPTION>
1997 1998
<S> <C> <C>
Net appreciation in fair value of Georgia Gulf
Corporation common stock $ 3,577,377 $(9,334,787)
Net gain from mutual funds 22,170,618 13,860,807
$25,747,995 $ 4,526,020
</TABLE>
TAX STATUS
The plan obtained its latest determination letter on November 13, 1996, in
which the
<PAGE>
Internal Revenue Service stated that the plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code.
The plan has been amended since receiving the determination letter.
However, the Plan Administrator and the plan's tax counsel believe that
the plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the plan's financial
statements.
3. TRUST AGREEMENT
Effective October 1, 1995, INVESCO Trust Company (the "Trustee") accepted
fiduciary responsibility as Trustee for the 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. Participants should refer to the plan document for more
specific information:
GENERAL
The Plan is a defined contribution plan covering substantially all
salaried employees of the Company. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974, 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
All full-time salaried employees of the Company are eligible to
participate in the Capital Growth Account on the January 1
following the employee's hire date. Contributions consist of a
yearly company contribution of 3% of participants' 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 5 or more
years of service will be entitled to a contribution for the year
of termination. On December 31, 1998, 917 employees or former
employees received a basic contribution to their capital growth
account.
SAVINGS ACCOUNT
All full-time salaried employees may elect to participate in the
savings account at the beginning of any calendar quarter.
Contributions consist of pretax and/or after-tax participant
contributions of up to 14% of compensation at the election of
<PAGE>
participants, 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. All forfeited balances are used to
reduce employer contributions in future periods. As of December
31, 1998, 936 employees were making contributions to their
savings accounts.
PRIOR PLAN ACCOUNT
Present participants of the Plan who were previously employees of
Georgia-Pacific Chemicals may have participated in a predecessor
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
Georgia-Pacific Chemicals due to the Company's acquisition, 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
Assets held in the Plan as of December 31, 1998 are invested by the
Trustee in one or more of the eight investment fund options as directed by
participants and/or plan management: The Total Return Fund, the Stable
Value Fund, the Stock Fund, the Small Company Fund, the Europacific Growth
Fund, the Georgia Gulf Stock Fund, the IDS New Dimensions Fund, and the
Vanguard 500 Index Fund. Prior plan account assets are invested in the
Total Return Fund at December 31, 1998, and 1997. 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 fund options follows:
TOTAL RETURN FUND
A fund comprised of units in the INVESCO Total Return Fund, a
mutual fund, which invests in stocks and bonds to achieve a
competitive rate of return while maintaining low volatility.
<PAGE>
STABLE VALUE FUND
A fund comprised of units in the ITC Stable Value Fund, a
collective trust, which invests in guaranteed investment
contracts designed to essentially ensure return of principal and
a higher return than typically offered by money market funds.
Guaranteed investment 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 of the collective trust
which, in the case of such investments providing for such
payments or withdrawals without penalties, are 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
A fund comprised of a mutual fund investing in common stock of
well-established companies to achieve long-term capital growth.
SMALL COMPANY 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 mutual 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.
IDS NEW DIMENSIONS FUND
A mutual fund comprised of units in the IDS New Dimensions Fund.
This fund invests in a diversified portfolio of common stocks of
well-known and established companies to achieve long-term capital
appreciation.
VANGUARD 500 INDEX FUND
A fund comprised of units in the Vanguard 500 Index Fund. This is
a mutual fund which invests only in the stocks held in the S&P
500 (the "Index"). In addition, the fund invests in those stocks
using the same weighting as the Index.
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 of service.
<PAGE>
PARTICIPANT LOANS
A Plan participant may generally borrow up to 50% of his/her total vested
account balance. The vested account balance consists of employee pretax
contributions, his/her 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. Participants may have only one loan
outstanding at any given time. 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, participants 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. SUBSEQUENT EVENT
On January 1, 1999, the employees of North American Plastics began
participating in the Plan. North American Plastics, a subsidiary of
Georgia Gulf Corporation, was purchased during the 1998 fiscal year. In
addition, on April 1, 1999 the Plan was amended and $4,484,056 was rolled
over into the plan from the North American Plastics Profit Sharing Plan.
<PAGE>
SCHEDULE I
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
CURRENT
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENTS COST VALUE
<S> <C> <C> <C>
COLLECTIVE TRUST:
* INVESCO trust company Stable Value Fund, shares or face value 15,900,553 $ 15,900,553 $ 15,900,553
MUTUAL FUNDS:
* INVESCO funds group INVESCO Total Return Fund shares or face value, 2,417,033 56,359,563 75,798,169
IDS New Dimensions Fund, shares or face value, 461,487 11,904,254 13,253,455
Dodge & Cox Dodge & Cox Stock Fund, shares or face value, 139,434 11,595,340 12,643,843
Vanguard 500 Index Fund, shares or face value, 75,565 7,840,092 8,610,686
UAM UAM Small Company Fund, shares or face value, 423,415 9,876,977 10,485,549
American Funds Europacific Growth Fund, shares or face value, 133,689 3,690,382 3,864,352
Total mutual funds 101,266,608 124,656,054
NOTES AND MORTGAGES:
* Various Plan Participants Participant loans (with interest rates ranging from 8.75%
to 9.50%), shares or face value, 3,003,258 3,003,258 3,003,258
COMMON STOCK:
* Georgia Gulf Corporation Georgia Gulf Corporation Common Stock, shares or face value, 15,740,027 13,460,912
770,075
Total investments $135,910,446 $157,020,777
</TABLE>
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE II
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS (a)
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Purchases
Number Number Sales Net
of Purchase of Selling Cost Gain
Identity of Issuer Description of Investments Transactions Price Transactions Price of Assets (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
* INVESCO TRUST COMPANY Stable Value Fund 141 $18,275,961 141 $10,834,601 $10,834,601 $ 0
* INVESCO FUNDS GROUP Total Return Fund 140 10,089,864 194 12,798,596 10,443,943 2,354,653
FIDELITY Blue Chip Growth Fund 3 4 3 10,017,493 8,796,173 1,221,320
DODGE & COX Stock Fund 122 6,013,086 180 7,247,797 6,646,173 601,624
UAM Small Company Fund 129 4,265,636 187 5,723,639 5,028,033 695,606
IDS New Dimensions Fund 152 17,445,596 178 5,932,383 5,541,342 391,041
VANGUARD 500 Index Fund 160 11,311,995 105 3,685,497 3,471,903 213,594
* GEORGIA GULF CORPORATION Georgia Gulf Corporation
Common Stock 120 9,438,375 173 13,848,011 11,600,916 2,247,095
</TABLE>
*Represents a party in interest.
(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.
