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, 2000
/ / 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
Suite 595
400 Perimeter Center Terrace
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 25, 2001
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
Financial Statements and Schedule
as of December 31, 2000 and 1999
Together With Auditors' Report
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 2000 AND 1999
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits--December 31, 2000
and 1999
Statements of Changes in Net Assets Available for Plan Benefits for the
Years Ended December 31, 2000 and 1999
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
SCHEDULE SUPPORTING FINANCIAL STATEMENTS
Schedule I: Schedule H, Line 4i--Schedule of Assets (Held at End of
Year)--December 31, 2000
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, 2000 and 1999 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, 2000 and 1999 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
at end of year) 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.
Atlanta, Georgia
May 25, 2001
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2000 AND 1999
2000 1999
------------ ------------
INVESTMENTS, AT FAIR VALUE $177,600,115 $183,120,840
EMPLOYER CONTRIBUTION RECEIVABLE 2,031,789 1,657,338
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $179,631,904 $184,778,178
============ ============
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
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
2000 1999
------------- -------------
INVESTMENT (LOSS) INCOME:
Net (depreciation) appreciation $ (32,065,983) $ 19,357,679
Interest 418,445 597,663
Dividends 8,864,041 8,682,914
------------- -------------
Total investment (loss) income (22,783,497) 28,638,256
------------- -------------
CONTRIBUTIONS:
Participant 6,176,761 4,239,400
Employer 4,366,681 3,377,187
------------- -------------
Total contributions 10,543,442 7,616,587
------------- -------------
TRANSFER FROM MERGED PLANS (NOTE 1) 20,817,552 4,648,461
------------- -------------
OTHER 0 52,062
------------- -------------
DISTRIBUTIONS TO PARTICIPANTS OR BENEFICIARIES (13,723,771) (13,197,965)
------------- -------------
NET (DECREASE) INCREASE (5,146,274) 27,757,401
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 184,778,178 157,020,777
------------- -------------
End of year $ 179,631,904 $ 184,778,178
============= =============
The accompanying notes are an integral part of these statements.
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 2000 AND 1999
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" or "Plan Administrator") from Georgia-Pacific
Corporation. The Plan is a defined contribution plan maintained by AMVESCAP
National Trust Company (the "Trustee") and covers 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.
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
net assets of NAPP in the amount of $4,648,461 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. In 1999, the
Company acquired CONDEA Vista Company and assumed all net assets of the Savings
and Investment Plan of CONDEA Vista Company ("VISTA Plan"). Effective February
1, 2000, the assets of the VISTA Plan totaling $20,817,552 were merged into the
Plan. CONDEA Vista Company employees were eligible to participate in the Plan
effective January 1, 2000.
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. All contributions are participant-directed.
Participants may change their investment elections at any time.
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.
-2-
SAVINGS ACCOUNT
All full-time salaried employees may elect to participate in the
Savings Account as of the first of the month following the completion
of 60 days of service in any calendar quarter. Participants may elect
to contribute in 1% increments, on a pretax or after-tax basis, up to
15% of their eligible compensation, as defined by the Plan. The Company
matches 50% of the 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 service and 20% per year for the fifth, sixth, and seventh years of
service or vest immediately if a participant 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 at any time.
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 INVESCO Balanced Fund (Note
5).
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, 2000 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.
BALANCED FUND
A fund comprised of units in the INVESCO Balanced Fund, a mutual fund
which invests in a combination of stocks & bonds seeking a balance
between income and long-term growth.
TECHNOLOGY FUND
A fund comprised of units in the INVESCO Technology II Fund investing
in stocks of fast growing companies in the technology sector with the
objective of achieving maximum stock appreciation.
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
-3-
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.
DODGE & COX 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 units in the INVESCO Small Company Growth Fund, 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.
DISTRIBUTIONS
If on termination of service due to death, disability, retirement, or separation
from service , a participant or designated beneficiary may elect to receive a
lump-sum amount equal to the value of the participant's vested interest in
his/her account.
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.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of company contributions and investment earnings (losses) thereon.
-4-
FORFEITURES
Forfeitures are used to reduce future employer contributions.
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 (depreciation) appreciation 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 (depreciation) appreciation from investments
as of December 31, 2000 and 1999:
2000 1999
------------ -----------
Georgia Gulf Corporation common stock $(17,795,918) $15,442,346
Mutual funds (14,270,065) 3,915,333
------------ -----------
$(32,065,983) $19,357,679
============ ===========
The Plan provides for investments in various funds. Investment securities, in
general, are exposed to various risks, including credit, interest, and overall
market volatility risks. Due to the level of risk associated with certain
investment securities, it is possible that changes in values of investment
securities will occur and that such changes could materially affect the amount
reported in the statements of net assets available for benefits.
Purchases and sales of securities are recorded on a trade-date basis. Dividends
are recorded on the ex-dividend date.
-5-
3. INVESTMENTS
The following investments represent 5% or more of the Plan's net assets at
December 31, 2000 and 1999:
2000:
INVESCO Balanced Fund $ 51,049,224
INVESCO Stable Value Fund 18,623,011
Dodge & Cox Stock Fund 13,640,697
IDS New Dimensions Fund 14,835,275
Vanguard 500 Index Fund 12,716,710
Georgia Gulf Stock Fund 42,007,554
1999:
invesco Total Return Fund $ 62,865,224
INVESCO Stable Value Fund 18,006,651
Dodge & Cox Stock Fund 13,268,551
American Funds Europacific Growth Fund 9,515,082
IDS New Dimensions Fund 16,915,111
Vanguard 500 Index Fund 12,290,770
Georgia Gulf Stock Fund 38,542,056
4 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.
5. NONPARTICIPANT-DIRECTED ACCOUNTS
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, 2000 and 1999 and for the years then ended:
2000 1999
------------ ------------
Net assets:
INVESCO Balanced Fund $ 28,176,492 $ 31,361,342
============ ============
Changes in net assets:
Net depreciation in fair value of balanced fund $ (2,544,696) $ (2,450,071)
Dividends 1,148,320 2,058,637
Distributions to participants or beneficiaries (1,788,474) (2,515,838)
Other 0 (22,444)
------------ ------------
$ (3,184,850) $ (2,929,716)
============ ============
6. RELATED-PARTY TRANSACTIONS
Certain plan investments are shares of mutual funds and common stock managed by
the Trustee. These transactions qualify as party-in-interest transactions.
SCHEDULE I
GEORGIA GULF CORPORATION
SAVINGS AND CAPITAL GROWTH PLAN
SCHEDULE H, LINE 4i--SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2000
CURRENT
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENTS COST VALUE
- ------------------------- ------------------------------------------------------------------- ----------- -------------
* AMVESCO NATIONAL TRUST
COMPANY Collective trust:
Stable Value Fund, 1,356,628 shares (a) $ 18,623,011
Mutual funds:
INVESCO Technology Fund, 82,988 shares (a) 4,960,171
INVESCO Small Company Growth Fund, 522,862 shares (a) 8,025,927
INVESCO Balanced Fund (participant-directed), 1,356,627 shares (a) 22,872,732
INVESCO Balanced Fund (nonparticipant-directed), 1,671,205 shares $30,816,573 28,176,492
AMERICAN FUNDS Europacific Growth Fund, 217,497 shares (a) 6,818,540
DODGE & COX FUNDS Dodge & Cox Stock Fund, 141,106 shares (a) 13,640,697
THE VANGUARD GROUP 500 Index Fund, 104,355 shares (a) 12,716,710
IDS New Dimensions Fund, 510,505 shares (a) 14,835,275
* VARIOUS PLAN PARTICIPANTS Participant loans (with interest rates ranging from 6% to 10.5%) (a) 4,923,006
* GEORGIA GULF CORPORATION Common stock:
Georgia Gulf Corporation common stock, 2,318,298 shares (a) 42,007,554
----------- ------------
Total investments $30,816,573 $177,600,115
=========== ============
* Represents a party in interest.
(a) Participant-directed.
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 dated May 25, 2001 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.
Atlanta, Georgia
June 22, 2001