-----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, IR1SFGn5DG5HNtp316nefXwl2NBfl+xHI8xrg5DgXT8MDPhJZmIfCXRmKfcDhTLz b1zN4VeK2MZfZJ9ummmJAQ== 0001047469-99-034142.txt : 19990901 0001047469-99-034142.hdr.sgml : 19990901 ACCESSION NUMBER: 0001047469-99-034142 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990830 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990831 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09753 FILM NUMBER: 99703089 BUSINESS ADDRESS: STREET 1: 400 PERIMETER CTR TERRACE STREET 2: STE 595 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043954500 8-K 1 8-K 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) 1 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. 2 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 -------------------------------------- Richard B. Marchese Vice President Finance, Chief Financial Officer and Treasurer 3 EXHIBIT INDEX EXHIBIT NO. EXHIBIT DESCRIPTION - ---------- ------------------- 99.1 Press Release dated August 30, 1999. 4 EX-99.1 2 EXHIBIT 99.1 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 - MORE -- 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 - MORE -- 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 - MORE -- 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----