<PAGE>
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
<TABLE>
<C> <S>
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
</TABLE>
For the Year Ended December 31, 1999
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
</TABLE>
For the transition period from ______________ to ______________
Commission File No. 1-9753
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<C> <S> <C>
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
Suite 595
400 Perimeter Center Terrace
Atlanta, GA 30346
(770) 395-4500
</TABLE>
<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
<TABLE>
<S> <C> <C>
Georgia Gulf Corporation
(plan administrator)
By: /s/ JOEL I. BEERMAN
-------------------------------
Joel I. Beerman
Vice President
</TABLE>
June 26, 2000
<PAGE>
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
Financial Statements and Schedule
as of December 31, 1999 and 1998
Together With Auditors' Report
<PAGE>
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
<TABLE>
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS.................... 3
FINANCIAL STATEMENTS........................................ 4
Statements of Net Assets Available for Plan
Benefits--December 31, 1999 and 1998................... 4
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended
December 31, 1999 and 1998............................ 5
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE.................. 6
SCHEDULE SUPPORTING FINANCIAL STATEMENTS.................... 12
Schedule I: Schedule H, Line 4i--Schedule of Assets Held
for Investment Purposes--December 31, 1999..... 12
</TABLE>
2
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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, 1999 and 1998 and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial statements
and the schedule referred to below are the responsibility of the Plan's
administrator. Our responsibility is to express an opinion on these financial
statements and the schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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, 1999 and 1998 and the changes in net assets available for
plan benefits for the years then ended in conformity with accounting principles
generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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 supplemental schedule has been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Arthur Andersen LLP
Atlanta, Georgia
June 22, 2000
3
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GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Investments............................................... $183,120,840 $157,020,777
Employer contribution receivable.......................... 1,657,338 0
------------ ------------
$184,778,178 $157,020,777
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
4
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GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
ADDITIONS:
Investment income:
Net appreciation........................................ $ 19,357,679 $ 4,526,020
Interest................................................ 597,663 293,022
Dividends............................................... 8,682,914 760,698
------------ ------------
28,638,256 5,579,740
------------ ------------
Contributions:
Participant............................................. 4,239,400 4,283,951
Company................................................. 3,377,187 3,224,166
------------ ------------
7,616,587 7,508,117
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Transfer from North American Plastics Plan (Note 1)....... 4,648,461 0
------------ ------------
Other..................................................... 52,062 0
------------ ------------
Total additions..................................... 40,955,366 13,087,857
DEDUCTIONS:
Benefits paid to participants or beneficiaries............ (13,197,965) (9,437,932)
------------ ------------
NET INCREASE................................................ 27,757,401 3,649,925
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year......................................... 157,020,777 153,370,852
------------ ------------
End of year............................................... $184,778,178 $157,020,777
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
1. PLAN DESCRIPTION
The following description of the Georgia Gulf Corporation Savings and Capital
Growth Plan (the "Plan") provides only general information. Participants should
refer to the official plan document for complete information.
GENERAL
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. The Plan is a
defined contribution plan maintained by INVESCO Trust Company (the "Trustee")
and covers substantially all salaried employees of the Company. In 1998, the
Company acquired North American Plastics, Inc. and became the plan sponsor of
the North American Plastics, Inc. Profit Sharing Plan ("NAPP"). The assets of
NAPP were merged into the Plan effective April 1, 1999. The employees of North
American Plastics, Inc. became eligible to participate in the Plan effective
January 1, 1999. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
Effective January 1, 1999, the Company adopted Statement of Position ("SOP")
99-3, "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters." SOP 99-3 establishes new disclosure
requirements for defined contribution plans.
The Plan is divided into three accounts, each containing specific benefits,
vesting, and limitations, as defined by the Plan:
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 his/her hire date.
The Company contributes, on an annual basis, 3% of participants' annual
compensation, as defined by the Plan. These contributions are limited to
current and accumulated earnings and profits in accordance with Internal
Revenue Service ("IRS") regulations and are vested immediately. Pursuant to
an amendment effective October 1, 1995, the contributions are
participant-directed. Participants may change their investment elections
monthly.
Participants 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.
SAVINGS ACCOUNT
All full-time salaried employees may elect to participate in the Savings
Account at the beginning of any calendar quarter. Participants may elect to
contribute in 1% increments, on a pretax or after-tax basis, up to 14% of
their eligible compensation, as defined by the Plan. The Company matches 50%
of participants' pretax contributions up to a maximum of 4% of their annual
compensation. Contributions are limited to current and accumulated earnings
and profits in accordance with IRS regulations and vest at a rate of 10% per
year for the first four years of
6
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GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
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 future company matching contributions. Contributions to the
Savings Account may be invested in any investment option offered by the
Plan, and participants may change their investment elections monthly.
PRIOR PLAN ACCOUNT
Participants in the Plan who were previously employees of Chemicals may have
participated in a predecessor plan, which consisted of employer and employee
funds. Employer fund balances consisted of annual contributions plus
earnings. Employee fund balances consisted of employee after-tax
contributions plus earnings. Due to the Company's acquisition of Chemicals,
these prior plan account balances were transferred to the Plan and became
fully vested. All prior plan accounts are automatically invested in the
Total Return Fund.
When a participant leaves the Company, he/she may elect to receive his/her
entire employer fund prior plan account balance as a lump-sum distribution
or, if eligible, to transfer the amount to the Company's 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, 1999 are invested by the Trustee in
one or more of the following investment fund options, offered by the Plan, as
directed by participants and/or plan management.
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.
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.
7
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GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
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 the Company's 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
If termination is due to death, benefits are payable to the designated
beneficiary. Distributions to participants are made only upon termination of
service.
PARTICIPANT LOANS
Participants may borrow a minimum of $1,000 up to a maximum equal to the lesser
of $50,000 or 50% of his/her vested account balance. Loans are secured by the
participant's account balance and bear interest at a fixed rate over the life of
the loan. Interest rates are based on the prime interest rate plus 1% at the
time the loan is approved. Repayments of the loans are made in substantially
equal payroll deductions amortized over the life of the loan. Participants may
have only one loan outstanding at any time. The loans must be repaid within five
years, unless used to purchase a primary residence, in which case the term may
be extended.
8
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GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
ADMINISTRATIVE EXPENSES
Administrative expenses, including trustee fees, were borne by the Company.
PLAN TERMINATION
In the event the Plan terminates, participants become 100% vested in 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the accrual basis of
accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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. In the statements of changes in net assets available
for plan benefits, the Plan presents the net appreciation (depreciation) in the
fair value of its investments, which consists of the realized gains or losses
and the unrealized appreciation (depreciation) of those investments. The
following table summarizes the net appreciation (depreciation) from investments
as of December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Net appreciation (depreciation) in fair value of
Georgia Gulf Corporation common stock............ $15,442,346 $(9,334,787)
Net gain from mutual funds......................... 3,915,333 13,860,807
----------- -----------
$19,357,679 $ 4,526,020
=========== ===========
</TABLE>
9
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GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
3. INVESTMENTS
The following investments represent 5% or more of the Plan's net assets at
December 31, 1999 and 1998, respectively:
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
INVESCO Total Return Fund........................ $ 62,865,224 $ 75,798,169
INVESCO Stable Value Fund........................ 18,006,651 15,900,553
Dodge & Cox Stock Fund........................... 13,268,551 12,643,843
American Funds Europacific Growth Fund........... 9,515,082 3,864,352
IDS New Dimensions Fund.......................... 16,915,111 13,253,455
Vanguard 500 Index Fund.......................... 12,290,770 8,610,686
Georgia Gulf Stock Fund.......................... 38,542,056 13,460,912
------------ ------------
$171,403,445 $143,531,970
============ ============
</TABLE>
4. NONPARTICIPANT-DIRECTED INVESTMENTS (UNAUDITED)
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows
as of December 31, 1999 and 1998 and for the years then ended.
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Net assets:
Total Return Fund--Mutual Fund................... $31,361,342 $34,291,058
----------- -----------
Changes in net assets:
Dividends........................................ $ 2,058,637 $ 0
Net appreciation (depreciation).................. (2,450,071) 4,226,957
Benefit payments................................. (2,515,838) (2,147,349)
Other............................................ (22,444) 0
----------- -----------
$(2,929,716) $ 2,079,608
=========== ===========
</TABLE>
5. TAX STATUS
The Plan obtained its latest determination letter on November 19, 1999, in which
the IRS 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 is 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.
6. SUBSEQUENT EVENTS
In 1999, the company acquired CONDEA Vista Company and assumed all obligations
of the Savings and Investment plan of CONDEA Vista Company ("VISTA Plan").
Effective February 1, 2000, the assets of the VISTA Plan were rolled into the
Plan in the amounts of $22,539,402 and $857,587 on February 1, 2000 and
March 20, 2000, respectively. CONDEA Vista Company employees are eligible to
participate in the Plan, effective January 1, 2000.
10
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GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
Effective May 1, 2000, the Plan added the Technology Stock Fund option to the
Plan and removed the Stable Value Fund and Small Company Fund options due to
poor performance. In addition, effective May 1, 2000, participants may elect to
change their investment elections on a daily basis.
11
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SCHEDULE I
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
SCHEDULE H, LINE 4I--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<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,
18,006,651 $ (a) $ 18,006,651
----------- ------------
Mutual funds:
* INVESCO FUNDS GROUP INVESCO Total Return Fund:
Nonparticipant-directed, shares or face value,
1,082,919 33,228,094 31,361,342
Participant-directed shares or face
value,1,087,841 (a) 31,503,881
IDS New Dimensions Fund, shares or face value,
472,357 (a) 16,915,111
DODGE & COX Dodge & Cox Stock Fund, shares or face value,
131,999 (a) 13,268,551
VANGUARD 500 Index Fund, shares or face value, 90,821 (a) 12,290,770
UAM UAM Small Company Fund, shares or face value,
360,565 (a) 7,488,931
AMERICAN FUNDS Europacific Growth Fund, shares or face value,
223,045 (a) 9,515,083
----------- ------------
Total mutual funds 33,228,094 122,343,669
----------- ------------
Notes and mortgages:
* VARIOUS PLAN PARTICIPANTS Participant loans (with interest rates ranging
from 8.75% to 9.5%), shares or face value,
4,228,465 (a) 4,228,464
----------- ------------
Common stock:
* GEORGIA GULF CORPORATION Georgia Gulf Corporation common stock, shares or
face value, 1,225,680 (a) 38,542,056
----------- ------------
Total investments $33,228,094 $183,120,840
=========== ============
</TABLE>
------------------------------
* Represents a party in interest.
(a) Participant-directed.
The accompanying notes are an integral part of this schedule.
12
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated June 22, 2000 included in this Form 11-K into the Company's
previously filed Registration Statements on Form S-8, File No. 33-14696, File
No. 33-40952, File No. 33-27365, File No. 33-42008, File No. 33-42190, File
No. 33-56711, and File No. 33-64749.
Arthur Andersen LLP
Atlanta, Georgia
June 26, 2000
13
