-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HU69/M8uk5+ruY7MX1+AptLck4nSHsPfnE0xmfoqgdvIYZZNP1/MdpyhUNPHmRXH lwlOO43nPeY9YtUt7kH3bg== 0000805264-96-000009.txt : 19960621 0000805264-96-000009.hdr.sgml : 19960621 ACCESSION NUMBER: 0000805264-96-000009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960620 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA GULF CORP /DE/ CENTRAL INDEX KEY: 0000805264 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 581563799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09753 FILM NUMBER: 96583565 BUSINESS ADDRESS: STREET 1: 400 PERIMETER CTR TERRACE STREET 2: STE 595 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043954500 11-K 1 1995 11-K FOR GEORGIA GULF CORPORATION 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, 1995 [ ] 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 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 20, 1996 Georgia Gulf Corporation Savings and Capital Growth Plan Financial Statements and Schedules as of December 31, 1995 and 1994 Together with Auditors' Report GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1995 AND 1994 TABLE OF CONTENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS Statements of Net Assets Available for Plan Benefits, with Fund Information, as of December 31, 1995 and 1994 Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information, for the Years Ended December 31, 1995 and 1994 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SCHEDULES SUPPORTING FINANCIAL STATEMENTS Schedule I: Item 27a--Schedule of Assets Held for Investment Purposes --December 31, 1995 Schedule II: Item 27d--Schedule of Reportable Transactions for the Year Ended December 31, 1995 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Trustee and 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, 1995 and 1994 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, 1995 and 1994 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 purposes 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 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 17, 1996
GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1995 AND 1994 PARTICIPANT-DIRECTED TOTAL RETURN FUND STABLE VALUE FUND STOCK FUND 1995 1994 1995 1994 1995 1994 ASSETS INVESTMENTS INVESTMENT IN GEORGIA GULF CORPORATION MASTER EMPLOYEE BENEFITS TRUST (Note 2) $ - $16,993,407 $ - $ - $ - $ - INVESCO TOTAL RETURN FUND 41,513,832 - - - - - INVESCO STABLE VALUE FUND - - 6,381,162 - - - DODGE & COX STOCK FUND - - - - 4,944,874 - UAM SMALL COMPANY FUND - - - - - - CASH EQUIVALENTS - - - 6,045,471 - 244,414 EQUITY SECURITIES - - - - - 3,253,219 FIXED INCOME SECURITIES - - - - - - PARTICIPANT LOANS (Note 4) - - - - - - TOTAL INVESTMENTS 41,513,832 16,993,407 6,381,162 6,045,471 4,944,874 3,497,633 CASH - - - 28,868 - 1,135 RECEIVABLES - - - - - 368 INTEREST AND DIVIDENDS RECEIVABLE - - - - - 6,583 TOTAL ASSETS 41,513,832 16,993,407 6,381,162 6,074,339 4,944,874 3,505,719 LIABILITIES OTHER 11,811 120,219 2,727 55,298 (937) 19,135 TOTAL LIABILITIES 11,811 120,219 2,727 55,298 (937) 19,135 NET ASSETS AVAILABLE FOR PLAN BENEFITS $41,525,643 $ 17,113,626 $ 6,383,889 $ 6,129,637 $ 4,943,937 $ 3,524,854
The accompanying notes are an integral part of these statements
GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1995 AND 1994 PARTICIPANT-DIRECTED SMALL COMPANY FUND GEORGIA GULF STOCK FUND PARTICIPANT LOAN FUND 1995 1994 1995 1994 1995 1994 ASSETS INVESTMENTS INVESTMENT IN GEORGIA GULF CORPORATION MASTER EMPLOYEE BENEFITS TRUST (Note 2) $ - $ - $ - $ - $ - $ - INVESCO TOTAL RETURN FUND - - - - - - INVESCO STABLE VALUE FUND - - - - - - DODGE & COX STOCK FUND - - - - - - UAM SMALL COMPANY FUND 4,316,936 - - - - - CASH EQUIVALENTS - 2,526 - 229,681 - - EQUITY SECURITIES - 3,575,550 33,936,158 34,944,193 - - FIXED INCOME SECURITIES - - - 409,020 - - PARTICIPANT LOANS (Note 4) - - - - 2,393,758 2,332,702 TOTAL INVESTMENTS 4,316,936 3,578,076 33,936,158 35,582,894 2,393,758 2,332,702 CASH - 53 - 1,537 - - RECEIVABLES - - - - - - INTEREST AND DIVIDENDS RECEIVABLE - - - 12,698 - - TOTAL ASSETS 4,316,936 3,578,129 33,936,158 35,597,129 2,393,758 2,332,702 LIABILITIES OTHER (14,397) 16,928 136 62,247 - (92,773) TOTAL LIABILITIES (14,397) 16,928 136 62,247 - (92,773) NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,302,539 $ 3,595,057 $33,936,294 $35,659,376 $ 2,393,758 $ 2,239,929
The accompanying notes are an integral part of these statements
GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1995 AND 1994 NON PARTICIPANT-DIRECTED TOTAL RETURN FUND TOTAL 1995 1994 1995 1994 ASSETS INVESTMENTS INVESTMENT IN GEORGIA GULF CORPORATION MASTER EMPLOYEE BENEFITS TRUST (Note 2) $ - $35,261,161 $ - $ 52,254,568 INVESCO TOTAL RETURN FUND 25,013,718 - 66,527,550 - INVESCO STABLE VALUE FUND - - 6,381,162 - DODGE & COX STOCK FUND - - 4,944,874 - UAM SMALL COMPANY FUND - - 4,316,936 - CASH EQUIVALENTS - - - 6,522,092 EQUITY SECURITIES - - 33,936,158 41,772,962 FIXED INCOME SECURITIES - - - 409,020 PARTICIPANT LOANS (Note 4) - - 2,393,758 2,332,702 TOTAL INVESTMENTS 25,013,718 35,261,161 118,500,438 103,291,344 CASH - - - 31,593 RECEIVABLES - - - 368 INTEREST AND DIVIDENDS RECEIVABLE - - - 19,281 TOTAL ASSETS 25,013,718 35,261,161 118,500,438 103,342,586 LIABILITIES OTHER - - (660) 181,054 TOTAL LIABILITIES - - (660) 181,054 NET ASSETS AVAILABLE FOR PLAN BENEFITS $25,013,718 $35,261,161 $118,499,778 $103,523,640
The accompanying notes are an integral part of these statements
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, 1995 AND 1994 PARTICIPANT-DIRECTED TOTAL RETURN FUND STABLE VALUE FUND STOCK FUND 1995 1994 1995 1994 1995 1994 CONTRIBUTIONS (Note 4) EMPLOYER $ 2,030,719 $ 535,254 $ 167,630 $ 178,781 $ 104,105 $ 107,047 EMPLOYEE 1,160,247 1,331,390 396,892 451,819 293,263 284,205 TOTAL CONTRIBUTIONS 3,190,966 1,866,644 564,522 630,600 397,368 391,252 NET INVESTMENT GAIN FROM GEORGIA GULF CORPORATION MASTER EMPLOYEE BENEFITS TRUST (Note 2) 7,078,656 226,931 - - - - INTEREST AND DIVIDEND INCOME - - 381,838 251,142 - 145,661 NET GAIN (LOSS) FROM INVESTMENTS (Note 2) 2,078,188 - - - 1,135,604 (71,759) INTEREST INCOME - PARTICIPANT LOANS (Note 4) 101,375 47,664 16,877 16,245 8,778 6,164 PRINCIPAL REPAYMENTS - PARTICIPANT LOANS 342,050 240,184 76,897 87,771 32,430 43,681 12,791,235 2,381,423 1,040,134 985,758 1,574,180 514,999 LESS BENEFIT PAYMENTS (877,811) (919,161) (650,198) (548,955) (124,834) (323,021) LOANS DISBURSED (714,369) (355,751) (157,743) (33,399) (45,764) (55,761) FEES AND EXPENSES - - - - - (14,215) (1,592,180) (1,274,912) (807,941) (582,354) (170,598) (392,997) INTERFUND TRANSFERS 13,212,962 1,021,406 22,059 180,014 15,501 88,460 NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 24,412,017 2,127,917 254,252 583,418 1,419,083 210,462 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 17,113,626 14,985,709 6,129,637 5,546,219 3,524,854 3,314,392 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $41,525,643 $17,113,626 $ 6,383,889 $ 6,129,637 $ 4,943,937 $ 3,524,854
The accompanying notes are an integral part of these statements.
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, 1995 AND 1994 PARTICIPANT-DIRECTED SMALL COMPANY FUND GEORGIA GULF STOCK FUND PARTICIPANT LOAN FUND 1995 1994 1995 1994 1995 1994 CONTRIBUTIONS (Note 4) EMPLOYER $ 102,833 $ 129,744 $ 818,265 $ 623,207 $ - $ - EMPLOYEE 284,327 361,606 2,128,900 1,663,938 - - TOTAL CONTRIBUTIONS 387,160 491,350 2,947,165 2,287,145 - - NET INVESTMENT GAIN FROM GEORGIA GULF CORPORATION MASTER EMPLOYEE BENEFITS TRUST (Note 2) - - - - - - INTEREST AND DIVIDEND INCOME - 364,291 - 36,732 - - NET GAIN (LOSS) FROM INVESTMENTS (Note 2) 810,419 (379,716) (7,093,127) 14,188,665 - - INTEREST INCOME - PARTICIPANT LOANS (Note 4) 8,006 10,661 72,097 47,276 - - PRINCIPAL REPAYMENTS - PARTICIPANT LOANS 44,253 47,502 281,052 220,514 (814,270) (796,193) 1,249,838 534,088 (3,792,813) 16,780,332 (814,270) (796,193) LESS BENEFIT PAYMENTS (97,293) (320,907) (708,911) (831,563) - - LOANS DISBURSED (50,223) (37,608) - - 968,099 622,200 FEES AND EXPENSES - - - - - - (147,516) (358,515) (708,911) (831,563) 968,099 622,200 INTERFUND TRANSFERS (394,840) (183,906) 2,778,642 (1,105,974) - - NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 707,482 (8,333) (1,723,082) 14,842,795 153,829 (173,993) NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 3,595,057 3,603,390 35,659,376 20,816,581 2,239,929 2,413,922 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $ 4,302,539 $ 3,595,057 $33,936,294 $35,659,376 $ 2,393,758 $ 2,239,929
The accompanying notes are an integral part of these statements.
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, 1995 AND 1994 NON-PARTICIPANT-DIRECTED TOTAL RETURN FUND TOTAL 1995 1994 1995 1994 CONTRIBUTIONS (Note 4) EMPLOYER $ - $ 1,504,335 $ 3,223,552 $ 3,078,368 EMPLOYEE - - 4,263,629 4,092,958 TOTAL CONTRIBUTIONS - 1,504,335 7,487,181 7,171,326 NET INVESTMENT GAIN FROM GEORGIA GULF CORPORATION MASTER EMPLOYEE BENEFITS TRUST (Note 2) 4,432,959 452,413 11,511,615 679,344 INTEREST AND DIVIDEND INCOME - - 381,838 797,826 NET GAIN (LOSS) FROM INVESTMENTS (Note 2) 1,277,802 - (1,791,114) 13,737,190 INTEREST INCOME - PARTICIPANT LOANS (Note 4) - 63,327 207,133 191,337 PRINCIPAL REPAYMENTS - PARTICIPANT LOANS - 156,541 (37,588) - 5,710,761 2,176,616 17,759,065 22,577,023 LESS BENEFIT PAYMENTS (323,880) (1,558,046) (2,782,927) (4,501,653) LOANS DISBURSED - (139,681) - - FEES AND EXPENSES - - - (14,215) (323,880) (1,697,727) (2,782,927) (4,515,868) INTERFUND TRANSFERS (15,634,324) - - - NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (10,247,443) 478,889 14,976,138 18,061,155 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 35,261,161 34,782,272 103,523,640 85,462,485 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $25,013,718 $35,261,161 $118,499,778 $103,523,640
The accompanying notes are an integral part of these statements. GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1995 AND 1994 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 market based on current security exchange prices. Investment in Georgia Gulf Corporation Master Employee Benefits Trust (the "MEBT") as of December 31, 1994 is stated at market based on the fair value of underlying securities. Net gain(loss) from investments includes realized gains(losses) from the sales of investments and unrealized appreciation/depreciation of investments. 1995 1994 Net Gain/(Loss) from Georgia Gulf Stock and Notes $ (7,093,127) $ 14,188,665 Net Gain/(Loss) from Other Investments 5,302,013 (451,475) $ (1,791,114) $ 13,737,190 Prior to October 1, 1995, certain Plan assets were commingled in the MEBT together with the assets of the 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 statement 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 years ended December 31, 1995 and 1994, which comprises the net investment gain for participating plans, together with the allocation to the Plan, is as follows: 1995 1994 Interest and Dividend Income $ 2,864,801 $ 3,687,721 Net Appreciation/(Depreciation) in Fair Value of Investments 16,998,189 (2,333,964) Investment Expenses (359,718) (370,852) Net Investment Gain From Georgia Gulf Corporation Master Employee Benefits Trust $ 19,503,272 $ 982,905 The net appreciation (depreciation) in the fair value of investments in the MEBT by major investment category for the years ended December 31, 1995 and 1994 is as follows: 1995 1994 Equity Securities $ 14,882,812 $ (335,191) Fixed Income Securities 2,115,377 (1,998,773) Net Appreciation (Depreciation) in the Fair Value of Investments $ 16,998,189 $ (2,333,964) Allocation to participating plans (based on market values at the beginning of each month): 1995 1994 Georgia Gulf Corporation: Savings and Capital Growth Plan $ 11,511,615 $ 679,344 Salaried Employees Retirement Plan 7,892,169 299,127 Hourly Employees Retirement Plan 99,488 4,434 $ 19,503,272 $ 982,905 The Plan's interest in the assets of the MEBT is included in the accompanying statement of net assets available for plan benefits under the caption "Investment in Georgia Gulf Corporation Master Employee Benefits Trust." A summary of the major classifications of investments of the MEBT as of December 31, 1995 and 1994, is shown below (investments that represent 5% or more of the Plan's net assets are separately identified): 1995 1994 Investments at Market: Cash and Cash Equivalents: Short-term Investment Demand Notes $ 1,856,349 $ 7,458,976 Other 8,671 332,625 Equity Securities: Regis Equity Fund 2,322,806 5,142,518 Other 24,150,638 43,795,468 Fixed Income Securities 10,663,795 23,152,597 39,002,259 79,882,184 Interest and Dividends Receivable 167,986 418,467 Total Assets at Market $39,170,245 $ 80,300,651 Allocation to participating plans:
1995 1994 Georgia Gulf Corporation: Savings and Capital Growth Plan $ 0 0% $52,254,568 65.1% Salaried Employees Retirement Plan 38,720,711 98.9 27,721,601 34.5 Hourly Employees Retirement Plan 449,534 1.1 324,482 0.4 $ 39,170,245 100.0% $80,300,651 100.0%
Tax Status The Plan has obtained a determination letter dated October 26, 1995, in which the Internal Revenue Service stated that the Plan, as amended through December 9, 1994, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has subsequently been amended; however, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, the administrator believes that the Plan was qualified, and the related MEBT was tax exempt, as of the financial statement date. 3. TRUST AGREEMENT Under a previous trust agreement, Wachovia Bank of Georgia, N.A. 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 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 brief 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"). 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 Internal Revenue Service 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, 1995, 1,040 employees or former employees received a basic contribution to their Capital Growth Account. Savings Account: Contributions consist of pre-tax and/or post-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 Internal Revenue Service 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, 1995, 948 employees were making contributions to their savings account. 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 employees leave the Company, they may elect to receive their entire employer fund prior plan account balance as a lump-sum distribution or, if eligible, to transfer the amount to 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, 1995 Assets held in the Plan as of December 31, 1995 are 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. Prior Plan Account assets are invested in the Total Return Fund. Savings Account assets may be divided at the participants discretion among the five funds in 1% increments, and participants may change their investment election monthly. A description of the investment funds follows: Total Return Fund (formerly known as the Balanced Fund) - Comprised of units in the INVESCO Retirement Stable Value Fund which invests in a mutual fund investing 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) - 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 value 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. 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. Georgia Gulf Stock Fund - Comprised of Georgia Gulf Corporation common stock to achieve substantial capital appreciation. Investment Funds as of December 31, 1994 Assets held in the Plan as of December 31, 1994 are invested by Wachovia in one or more of five investment fund options: the Balanced Fund, the Interest Income Fund, the Common Stock Fund, the Emerging Growth Fund, and the Georgia Gulf Stock Fund. Capital Growth Account assets and Prior Plan Account assets are invested in the Balanced Fund. A description of the investment funds follows: Balanced Fund - Comprised of stocks and bonds to achieve a competitive rate of return while maintaining low volatility. Interest Income Fund - Comprised of interest-bearing investments designed to essentially ensure return of principal and a specific rate of interest. Common Stock Fund - Comprised of common stock of well-established companies to achieve long-term capital growth. Emerging Growth Fund - Comprised of an aggressive equity mutual fund investing in small- to medium-sized companies to achieve substantial capital appreciation. Georgia Gulf Stock Fund - Comprised of Georgia Gulf Corporation common stock and Georgia Gulf Corporation senior subordinated notes 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 Plan participants may borrow up to 50% of their total vested account balance. The vested account balance consists of employee before-tax contributions, their vested portion of company matching contributions, and the company basic contributions. Loans will be made for no less than $1,000 and for 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. 5. RECONCILIATION TO FORM 5500 As of December 31, 1995 and 1994, the Plan had approximately $25,000 and $184,000, respectively, of pending distributions to participants who elected to withdraw from the Plan. These amounts 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 ending December 31, 1995 and December 31, 1994.
1995 1994 Per Per Financial Per Financial Per Statements Form 5500 Statements Form 5500 Benefits payable $ 0 $ 25,000 $ 0 $ 184,000 Net assets available for benefits 118,499,778 118,474,778 103,523,640 103,339,640 Benefits paid to participants 2,782,927 2,782,927 4,501,653 4,501,653
SCHEDULE I Page 1 of 1
GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995 Identity of Shares or Issue Description Face Value Market Value Historical Cost GUARANTEED INCOME FUND INVESCO INVESCO Stable Value Fund* 6,381,162 $ 6,381,162 $ 6,381,162 MUTUAL FUNDS INVESCO INVESCO Total Return Fund 2,977,957 $ 66,527,550 $ 64,095,303 Dodge & Cox Dodge & Cox Stock Fund 72,901 4,944,874 4,951,465 UAM UAM Small Company Fund 231,720 4,316,936 4,512,534 Total Mutual Funds 3,282,578 75,789,360 73,559,302 NOTES AND MORTGAGES The Plan Employee Loans*(with interest rates ranging from 6.0% to 13.0%) 2,393,758 2,393,758 2,393,758 EQUITY SECURITIES Georgia Gulf Georgia Gulf Stock Fund* 1,089,443 33,936,158 21,392,770 Total Investments $ 118,500,438 $103,726,992
* Represents a party-in-interest. The accompanying notes are an integral part of this schedule.
GEORGIA GULF CORPORATION SAVINGS AND CAPITAL GROWTH PLAN ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS* FOR THE YEAR ENDED DECEMBER 31, 1995 Purchases Sales or Maturities Current Value Current Value Number of Purchase of Asset on Number of of Asset on Realized Investment Description Transactions Price Transaction Transactions Proceeds Cost Transaction Gain Date Date (Loss) CASH EQUIVALENTS Short-Term Investment Company B 194 $18,203,173 $18,203,173 123 $24,725,265 $24,725,265 $24,725,265 $ - EQUITY SECURITIES Georgia Gulf Corporation 45 $ 7,047,357 $ 7,047,357 10 $ 493,954 $ 368,136 $ 493,954 $125,818 MUTUAL FUNDS INVESCO Total Return Fund 12 $65,003,968 $65,003,968 6 $ 949,846 $ 920,557 $ 949,846 $ 29,289 Dodge & Cox Stock Fund 11 $ 5,001,198 $ 5,001,198 4 $ 39,409 $ 29,171 $ 39,409 $ 10,238 UAM Small Company Fund 11 $ 4,349,523 $ 4,349,523 5 $ 15,581 $ 16,733 $ 15,581 ($ 1,152) GUARANTEED INCOME FUND INVESCO Stable Value Fund 14 $6,590,478 $ 6,590,478 9 $ 305,828 $ 305,828 $ 305,828 $ -
* Represents a transaction or series of transactions in securities of the same issue in excess of 5% of the fair market value of plan assets as of the beginning of the year. The accompanying notes are an integral part of this schedule. 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 LLP Atlanta, Georgia June 18, 1996 -----END PRIVACY-ENHANCED MESSAGE-----