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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): November 18, 1999
(November 12, 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
ACQUISITION OF THE VINYLS BUSINESS OF CONDEA VISTA COMPANY
OVERVIEW
On November 12, 1999, Georgia Gulf Corporation closed its acquisition of the
vinyls business of CONDEA Vista Company pursuant to an Asset Purchase Agreement
dated August 30, 1999. A copy of the press release announcing the acquisition,
dated November 15, 1999, is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference herein.
Georgia Gulf paid $260 million for these assets at closing, with an
additional $10 million payment deferred for about two years. Before this
transaction, there were no material relationships between Georgia Gulf and any
of its affiliates and CONDEA Vista and any of its affiliates. The vinyls
business of CONDEA Vista consists of facilities for the integrated production of
vinyl chloride monomer ("VCM"), polyvinyl chloride ("PVC") resins and PVC
compounds, which will now be operated by Georgia Gulf. The vinyls business of
CONDEA Vista is comprised of the following assets:
- A VCM facility located in Lake Charles, Louisiana with an annual capacity
of 975 million pounds and a 50% ownership interest in PHH Monomers,
L.L.C., a joint venture that operates a VCM facility that has annual
capacity of 1.15 billion pounds. The vinyls business' share of PHH
Monomers' production is 575 million pounds and, combined with the owned
facility, the vinyls business has an annual VCM capacity of 1.5 billion
pounds. The primary raw materials for VCM are chlorine and ethylene. These
facilities are supplied with chlorine through a pipeline from PPG
Industries, Inc. and supplied with ethylene via pipeline from CONDEA Vista
and other third parties.
- PVC resin facilities located in Aberdeen, Mississippi and Oklahoma City,
Oklahoma with a combined annual capacity of 1.5 billion pounds. VCM to
produce PVC resin is provided by railcar from the Lake Charles facilities.
- PVC compound facilities located in Mansfield, Massachusetts;
Jeffersontown, Kentucky and Aberdeen, Mississippi with a combined annual
capacity of 265 million pounds. The Aberdeen, Mississippi facility also
has capacity to produce 20 million pounds of linear plasticizers, which
are used internally in the production of PVC compounds. PVC resin and
purchased plasticizers, which are used to produce PVC compounds, are
provided by railcar, pipeline and truck.
Georgia Gulf acquired each of the above facilities and the land on which it is
situated, except that it has leased the land and building at the Mansfield,
Massachusetts facility.
Georgia Gulf and CONDEA Vista also entered into an ethylene sales agreement,
an alcohol sales agreement, and a services and supply agreement. As part of the
acquisition, CONDEA Vista assigned to Georgia Gulf its chlorine supply contract
with PPG Industries. In addition, CONDEA Vista and Georgia Gulf entered into a
site access, cooperation and remedial control agreement that establishes the
parties' responsibilities for the remediation of environmental matters at the
facilities acquired.
Georgia Gulf acquired the assets of the vinyls business of CONDEA Vista
through wholly-owned subsidiaries. At the same time, it transferred its existing
operating assets to various wholly-owned subsidiaries. In connection with this
transfer, these subsidiaries expressly assumed and agreed to pay Georgia Gulf's
obligations under its existing $100 million aggregate principal amount 7 5/8%
senior notes due 2005, its existing $17 million payment obligations in respect
of industrial revenue bonds due 2009, and its existing $7.9 million
payable-in-kind note payable to Praxair, Inc., although Georgia Gulf will remain
obligated under these debt instruments.
2
ETHYLENE AND ALCOHOL SALES AGREEMENTS
CONDEA Vista provides ethylene by pipeline to the owned Lake Charles VCM
facility. Georgia Gulf entered into an ethylene sales agreement that provides
for the sale by CONDEA Vista for an initial term of seven years, on a
take-or-pay basis, of 600 million pounds of ethylene for three years, followed
by an optional reduction in required purchases of 100 million pounds per year
for the final four years of the contract. The contract may be renewed on an
annual basis unless canceled upon at least twenty-four months notice. In
addition, Georgia Gulf will purchase its linear alcohol requirements for the
production of plasticizers from CONDEA Vista under an agreement for a five year
period with one year renewal terms.
SERVICES AND SUPPLY AGREEMENTS
Georgia Gulf will pay CONDEA Vista a base annual operating and facilities
fee of $600,000 for a ten-year period, plus the direct and indirect
administrative costs of providing services for the operation of the Lake Charles
VCM facility. CONDEA Vista will provide a variety of site-related services and
supply arrangements which the VCM facility has traditionally shared with other
operations at CONDEA Vista's Lake Charles location. These services are to be
provided over periods of time which vary from one to ten years with various
early termination and renewal provisions. In addition, under the agreement
Georgia Gulf will pay for its ratable share of capital improvements made to the
facilities that provide the supplied services. Georgia Gulf also entered into a
transition services agreement, which provides that CONDEA Vista will provide
specified administrative services to Georgia Gulf for a period of six months for
a monthly fee not to exceed $1.4 million, with an option for a six month
extension.
SITE ACCESS, COOPERATION AND REMEDIAL CONTROL AGREEMENT
The purpose of the site access agreement is to establish CONDEA Vista's and
Georgia Gulf's respective responsibilities for the payment of specified expenses
associated with, and the control and conduct of the remediation of,
environmental matters relating to the vinyls business of CONDEA Vista, such as
selecting contractors, approving remediation work to be performed and
interacting with government agencies. In general, the party responsible for the
cost of remediation will control the activities necessary to complete the
remediation. CONDEA Vista is responsible for all costs of remediation at the
Lake Charles VCM facility for a period of ten years. After this ten year period,
Georgia Gulf will be responsible for remediation costs at the Lake Charles VCM
facility up to $150,000 of expense per year, as well as costs in any year in
excess of this annual amount up to an aggregate one-time amount of $2,250,000.
Georgia Gulf will be responsible for remediation costs at the other acquired
facilities until the level of expense incurred by Georgia Gulf meets a specified
amount for each facility which in the aggregate equals $700,000.
ENVIRONMENTAL MATTERS AND OTHER CLAIMS
In addition to CONDEA Vista's obligation to continue the ongoing remediation
activities existing at closing, the asset purchase agreement requires CONDEA
Vista to indemnify Georgia Gulf for claims made regarding environmental matters.
For environmental contamination that is currently known, Georgia Gulf's claims
for indemnification may be made at any time. As to environmental matters that
are unknown, Georgia Gulf's claims for indemnification must generally be made
within 10 years from the closing of the acquisition. Further, the agreement with
CONDEA Vista provides for the presumption that all later discovered on-site
environmental contamination arose before closing, and is therefore CONDEA
Vista's responsibility, except in the event CONDEA Vista demonstrates that
Georgia Gulf caused the environmental contamination by a major, unaddressed
release. CONDEA Vista will also be responsible with respect to claims of
contamination to a nearby estuary for periods during which it operated the Lake
Charles facility.
3
The asset purchase agreement also outlines responsibility for employee and
independent contractor exposure claims. CONDEA Vista is responsible for
pre-closing exposure, and Georgia Gulf is responsible for post-closing exposure
on a pro rata basis determined by a claimant's years of employment or service
before and after closing. There is, however, a presumption for claims brought in
the first five years after closing by current or former CONDEA Vista employees
and contractors that, absent a showing of new acute exposure after closing, all
responsibility will be deemed to have arisen before closing and will be solely
CONDEA Vista's.
THE FINANCING
Georgia Gulf financed the acquisition of the vinyls business of CONDEA Vista
and refinanced some of its existing indebtedness through a new senior credit
facility and an offering of $200,000,000 aggregate principal amount of its
10 3/8% senior subordinated notes due 2007. In connection with the acquisition,
Georgia Gulf exercised its purchase option under its operating lease on its
co-generation facility. In addition, its existing $100 million aggregate
principal amount 7 5/8% senior notes due 2005 became secured as required by the
terms of the related indenture. The new senior credit facility consists of a six
year $100 million revolving credit facility, a six year $225 million term
loan A facility and a seven year term $200 million loan B facility. Georgia Gulf
and its principal subsidiaries are co-borrowers under this facility, and Georgia
Gulf and those subsidiaries guaranteed that debt. Giving effect to these
transactions as if they occurred on September 30, 1999, the estimated sources
and uses of funds were as follows:
AMOUNT
($ IN MILLIONS)
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SOURCES:
Revolving Credit Facility (1)............................... $ 29.7
Term Loan A................................................. 225.0
Term Loan B................................................. 200.0
10 3/8 Notes................................................ 200.0
Cash on hand................................................ 3.2
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Total sources........................................... $657.9
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USES:
Purchase of the vinyls business of CONDEA Vista(1).......... $260.0
Refinancing of existing debt and other financing
arrangements(2)........................................... 379.4
Fees and expenses........................................... 18.5
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Total uses.............................................. $657.9
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(1) Does not give effect to pro forma working capital purchase price adjustment
of $8.9 million. See Exhibit 99.3.
(2) Reflects the refinancing of $271.6 million of existing debt and
$107.8 million related to the purchase of the co-generation facility under
the terms of the operating lease.
4
PRODUCTS AND MARKETS OF GEORGIA GULF AFTER THE ACQUISITION
The following table shows Georgia Gulf's annual production capacities,
facility locations and major end-uses for its primary products after giving
effect to the acquisition of the vinyls business of CONDEA Vista:
ANNUAL FACILITY
PRODUCT CAPACITY LOCATIONS END-USES
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CHLOROVINYLS
PVC Compounds 875 million lbs. Aberdeen, MS; All production is sold to third
Gallman, MS; parties for use in various end-uses
Jeffersontown, KY; including window frames, containers,
Madison, MS; pipe fittings, wire insulation and
Mansfield, MA; and jacketing, film and sheet, medical
Tiptonville, TN devices, electrical wall boxes and
equipment, and custom extrusions for
various consumer applications.
PVC Resins 2.7 billion lbs. Aberdeen, MS; About 75% of production is sold to
Oklahoma third parties for PVC compounding for
City, OK; and use in the applications described
Plaquemine, LA above, as well as in house siding and
pipe, with the remainder used
internally to produce PVC compounds.
VCM 3.1 billion lbs. Lake Charles, LA About 85% of production is used
and internally for PVC resin production,
Plaquemine, LA and the remainder is sold in domestic
and export markets.
Caustic Soda 500,000 tons Plaquemine, LA All production is sold to third
parties for use in pulp and paper
manufacturing, alumina manufacturing,
and the manufacture of other
chemicals.
Chlorine 450,000 tons Plaquemine, LA All production is consumed internally
in the production of VCM.
AROMATICS
Phenol 660 million lbs. Pasadena, TX and All production is sold to third
Plaquemine, LA parties for use in a wide range of
end-use products including wood
adhesives, engineered plastics, oil
additives, and pharmaceuticals.
Acetone 408 million lbs. Pasadena, TX and All production is sold to third
Plaquemine, LA parties for use in a wide range of
products including acrylic sheeting,
surface coating resins, and engineered
plastics.
Cumene 1.5 billion lbs. Pasadena, TX About 80% of production is consumed
internally in the production of phenol
and acetone, and the remainder is sold
to other phenol producers.
5
The financial statements of CONDEA Vista Company Vinyls Group are included
as Exhibit 99.2 and are hereby incorporated by reference herein. These financial
statements should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations of the Vinyls Business
of CONDEA Vista Company" presented below. The pro forma financial statements of
Georgia Gulf Corporation, which reflect the acquisition of the vinyls business
of CONDEA Vista Company and the refinancing of Georgia Gulf's indebtedness, are
included as Exhibit 99.3 and are hereby incorporated by reference herein. The
new senior credit facility is included as Exhibit 10.1.
6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF THE VINYLS BUSINESS OF CONDEA VISTA COMPANY
OVERVIEW
The vinyls business of CONDEA Vista manufactures and sells VCM, PVC resins
and PVC compounds. It has a VCM facility in Lake Charles, Louisiana and owns a
50% interest in a separate VCM facility in Lake Charles. The vinyls business
also has PVC resin facilities in Aberdeen, Mississippi and Oklahoma City,
Oklahoma and has PVC compound facilities in Aberdeen, Mississippi;
Jeffersontown, Kentucky; and Mansfield, Massachusetts. The vinyls business
manufactures VCM from ethylene and chlorine, which is primarily consumed in the
production of PVC resins. Most of the PVC resin production is sold to third
parties, and a small portion of the PVC resin production is used internally as
raw materials for PVC compounds, which are then sold to third parties.
On August 30, 1999, CONDEA Vista executed an asset purchase agreement to
divest the vinyls business to Georgia Gulf for a cash purchase price of
approximately $270 million.
RESULTS OF OPERATIONS
The following table sets forth the historical financial data of the vinyls
business of CONDEA Vista for the three year period ended June 30, 1999 and the
three months ended September 30, 1998 and 1999. The data as of and for the
fiscal years ended June 30, 1997, 1998 and 1999 are derived from audited
financial statements of the vinyls business of CONDEA Vista included in
Exhibit 99.2. The data as of and for the three month periods ended
September 30, 1998 and 1999 have been derived from unaudited condensed financial
statements of the vinyls business of CONDEA Vista included in Exhibit 99.2. You
should not consider the results for the three month periods to be indicative of
full year results. The data presented below should be read in conjunction with
the audited and unaudited financial statements and the related notes, as well as
the pro forma financial information and related notes, included as exhibits to
this Form 8-K Report.
YEAR ENDED JUNE 30,
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1997 1998 1999
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(DOLLARS IN MILLIONS)
Net sales................ $394.4 100.0% $403.1 100.0% $344.9 100.0%
Cost of sales............ 380.6 96.5% 400.3 99.3% 318.5 92.3%
Selling, general and
administrative......... 26.1 6.6% 30.1 7.5% 27.0 7.8%
Operating loss........... (41.8) 10.6% (94.5) 23.5% (23.0) 6.7%
THREE MONTHS ENDED SEPTEMBER 30,
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1998 1999
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(UNAUDITED)
Net sales................ $ 82.5 100.0% $112.0 100.0%
Cost of sales............ 80.1 97.0% 98.7 88.1%
Selling, general and
administrative......... 7.9 9.5% 6.1 5.5%
Operating loss........... (12.5) 15.2% (0.1) 0.1%
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1998
For the three months ended September 30, 1999, net sales for the vinyls
business were $112.0 million, an increase of 35.8% compared to $82.5 million for
the same period in 1998. This increase was primarily due to increases in average
selling prices and higher sales volumes. PVC resin sales volumes increased 13.7%
for the three months ended September 30, 1999 as compared to the same period in
1998, while VCM sales volumes declined as more VCM was consumed internally in
the production of PVC resin. Cost of sales for the period were $98.7 million, an
increase of 23.2% compared to $80.1 million in the comparable period in 1998.
This increase related to higher volumes of raw materials purchased due to
increased sales volumes as well as higher raw material costs, primarily related
to ethylene. Additionally, the vinyls business incurred a scheduled maintenance
turnaround at one of its VCM facilities, which also resulted in an increase to
cost of sales. As a percentage of net sales, cost of goods sold decreased to
88.1% from 97.0% in the prior year period. This decrease was the result of
higher selling price increases that exceeded increases in the cost of raw
materials resulting in improved margins. Selling, general and administrative
expenses for the period were $6.1 million, a decrease of 22.8% compared to
$7.9 million for the comparable period in 1998. This decrease related to reduced
expenditures related to cost cutting and restructuring actions undertaken by the
vinyls business in the
7
fourth quarter of fiscal 1999. As a percentage of net sales, selling, general
and administrative expenses decreased to 5.5% from 9.5% in the prior year. This
decrease was the result of the increase in net sales and the restructuring
actions discussed above. For the three months ended September 30, 1999 the
vinyls business reported an operating loss of $0.1 million compared to an
operating loss of $12.5 million for the comparable period in 1998. This
improvement was the result of to the factors described above.
FISCAL YEAR ENDED JUNE 30, 1999 COMPARED TO THE FISCAL YEAR ENDED JUNE 30, 1998
For the fiscal year ended June 30, 1999 net sales for the vinyls business
were $344.9 million, a decrease of 14.4% compared to $403.1 million for the 1998
fiscal year. This decrease was primarily due to decreases in prices that fully
offset higher sales volumes. PVC resin sales volumes increased 13.4% in 1999
compared to 1998, while VCM sales volumes declined as more VCM was consumed
internally in the production of PVC resin. Cost of sales for the period were
$318.5 million, a decrease of 20.4% compared to $400.3 million in fiscal 1998.
This decrease related primarily to lower raw material prices. As a percentage of
net sales, cost of goods sold decreased to 92.3% from 99.3% in the prior year
period. This decrease was the result of lower raw material costs that more than
fully offset the decline in selling prices. Selling, general and administrative
expenses for fiscal 1999 were $27.0 million, a decrease of 10.3% compared to
$30.1 million for fiscal 1998. This decrease primarily related to lower levels
of legal expenses in fiscal 1999 compared to fiscal 1998. As a percentage of net
sales, selling, general and administrative expenses increased to 7.8% from 7.5%
in the prior year period. This increase was primarily the result of lower net
sales due to the decrease in pricing as mentioned above. For fiscal 1999 the
vinyls business reported an operating loss of $23.0 million compared to an
operating loss of $94.5 million in fiscal 1998. Fiscal 1998 results include a
$42.1 million charge for a litigation settlement relating to a class action suit
for groundwater contamination arising from a rupture of an ethylene dichloride
pipeline. In fiscal 1999, $7.0 million of the accrual for the settlement was
reversed.
FISCAL YEAR ENDED JUNE 30, 1998 COMPARED TO THE FISCAL YEAR ENDED JUNE 30, 1997
For the fiscal year ended June 30, 1998 net sales for the vinyls business
were $403.1 million, an increase of 2.2% compared to $394.4 million for the 1997
fiscal year. This increase was primarily due to increases in sales volumes that
more than offset decreases in selling prices. PVC volumes increased 11.3%
compared to 1998 and excess VCM volumes increased as VCM was sold in the export
market. Cost of sales for the period were $400.3 million, an increase of 5.2%
compared to $380.6 million in fiscal 1997. This increase related to increased
volumes of raw materials purchased as a result of sales volume increases. As a
percentage of net sales, cost of goods sold increased to 99.3% from 96.5% in the
prior year period. This increase was the result of a decline in selling prices.
Selling, general and administrative expenses for fiscal 1999 were
$30.1 million, an increase of 15.3% compared to $26.1 million for fiscal 1998.
This increase related primarily to higher levels of legal expenses related to
the settlement of environmental litigation in fiscal 1998. As a percentage of
net sales, selling, general and administrative expenses increased to 7.5% in
1998 from 6.6% in the prior year. For fiscal 1998 the vinyls business reported
an operating loss of $94.5 million compared to an operating loss of
$41.8 million in fiscal 1997. This decline was primarily related to the
environmental litigation settlement and legal expenses described above.
LIQUIDITY AND CAPITAL RESOURCES
The capital and liquidity requirements of the vinyls business have
traditionally been provided by CONDEA Vista. Capital expenditures for the vinyls
business averaged $34.5 million for the fiscal years ended June 30, 1997 and
1998. The expenditures were principally for expansion of production capacity.
Capital expenditures for the fiscal year ended June 30, 1999 declined to
$15.1 million, reflecting the completion of the major capacity expansion
projects.
The vinyls business required cash of $95.8 million from CONDEA Vista for the
three year period ended June 30, 1999 to fund the deficit generated by operating
activities and its capital expenditure program.
8
ITEM 5. OTHER EVENTS.
PRIVATE PLACEMENT
On November 12, 1999, Georgia Gulf Corporation completed the issuance of
$200,000,000 aggregate principal amount of its 10 3/8% senior subordinated notes
due 2007 in a private placement. The indenture related to the 10 3/8% notes is
included as Exhibit 4.1.
DISCONTINUATION OF THE METHANOL BUSINESS
The methanol market continues to suffer from overcapacity and low-cost
imports as significant increases in global supply have created an imbalance
between supply and demand. As a result, several domestic methanol producers
idled their methanol plants. Georgia Gulf ceased operating its methanol plant in
December 1998. Georgia Gulf has continued to meet its existing contractual
obligations to supply methanol to its customers by purchasing imported methanol.
In September 1999, Georgia Gulf announced that it would exit the methanol
business entirely at the end of 1999. As a result, Georgia Gulf incurred a
charge against earnings of $7.6 million, net of tax benefits, during the third
quarter of 1999 to write-off certain methanol assets and to accrue losses
related to its methanol buy and resale program through the end of the year.
The financial statements of Georgia Gulf Corporation have been restated to
reflect the discontinuation of the methanol business. These restated financial
statements are included as Exhibit 99.4 and are hereby incorporated by reference
herein.
* * * * * * *
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: A number of the matters discussed in this report and the attached
Exhibits 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 September 30, 1999.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Attached as Exhibit 99.2 are the following financial statements of
CONDEA Vista Company Vinyls Group:
Report of Independent Public Accountants
Financial Statements:
Balance Sheets as of June 30, 1999 and 1998
Statement of Income and Changes in Owner's Investment for the
Years Ended June 30, 1999, 1998 and 1997
Statement of Cash Flows for the Years Ended June 30, 1999, 1998
and 1997
Notes to Financial Statements
Condensed Balance Sheets as of September 30, 1999 (unaudited) and
June 30, 1999
Condensed Statements of Income and Changes in Owner's Investment
for the Three Months Ended September 30, 1999 and 1998
(unaudited)
Condensed Statements of Cash Flows for the Three Months Ended
September 30, 1999 and 1998 (unaudited)
Notes to Condensed Financial Statements (unaudited)
(B) PRO FORMA FINANCIAL INFORMATION.
Attached as Exhibit 99.3 are the following unaudited pro forma
combined condensed financial data:
Pro Forma Consolidated Statement of Income for the Year Ended
December 31, 1998 (unaudited)
Pro Forma Consolidated Statement of Income for the Twelve Months
Ended September 30, 1999 (unaudited)
Pro Form Consolidated Statement of Income for the Nine Months
Ended September 30, 1999 (unaudited)
Pro Forma Consolidated Balance Sheet as of September 30, 1999
(unaudited)
Notes to Pro Forma Combined Condensed Financial Data (unaudited)
10
(C) EXHIBITS.
The following exhibits are filed with this report:
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
4.1 Indenture dated as of November 12, 1999 between Georgia Gulf
Corporation and SunTrust Bank, Atlanta, as trustee.
10.1 Credit Agreement dated as of November 12, 1999 between
Georgia Gulf Corporation, the Eligible Subsidiaries referred
to therein, the Lenders party thereto, and the The Chase
Manhattan Bank as Administrative Agent, Syndication Agent
and Collateral Agent.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
99.1 Press Release dated November 15, 1999.
99.2 CONDEA Vista Company Vinyls Group Financial Statements.
99.3 Pro Forma Financial Statements.
99.4 Restated Financial Statements of Georgia Gulf Corporation.
11
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
By: /s/ RICHARD B. MARCHESE
-----------------------------------------
Richard B. Marchese
VICE PRESIDENT FINANCE,
CHIEF FINANCIAL OFFICER AND TREASURER
Date: November 18, 1999
12
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
4.1 Indenture dated as of November 12, 1999 between Georgia Gulf
Corporation and SunTrust Bank, Atlanta, as trustee.
10.1 Credit Agreement dated as of November 12, 1999 between
Georgia Gulf Corporation, the Eligible Subsidiaries referred
to therein, the Lenders party thereto, and the The Chase
Manhattan Bank as Administrative Agent, Syndication Agent
and Collateral Agent.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
99.1 Press Release dated November 15, 1999.
99.2 CONDEA Vista Company Vinyls Group Financial Statements.
99.3 Pro Forma Financial Statements.
99.4 Restated Financial Statements of Georgia Gulf Corporation.
13