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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-9753
GEORGIA GULF CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 58-1563799
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding as of
Class August 12, 1998
Common Stock, $0.01 par value.......................30,933,002 shares
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GEORGIA GULF CORPORATION
FORM 10-Q
QUARTERLY PERIOD ENDED JUNE 30, 1998
INDEX
Page
PART I. FINANCIAL INFORMATION Numbers
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 1998
and December 31, 1997.................................. 1
Condensed Consolidated Statements of Income for the Three and Six
Months Ended June 30, 1998 and 1997.................... 2
Condensed Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 1998 and 1997.................... 3
Notes to Condensed Consolidated Financial Statements as of
June 30, 1998 ......................................... 4-6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................. 7-9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ........................................... 10
Item 4. Submission of Matters to a Vote of Security Holders ......... 10-
11
Item 5. Other Information ........................................... 11
Item 6. Exhibits and Reports on Form 8-K............................. 11
SIGNATURES................................................................. 12
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements.
GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
June 30, December 31,
1998 1997
------------------ -----------------
ASSETS
Cash and cash equivalents $ 3,391 $ 1,621
Receivables 74,018 67,553
Inventories 80,971 92,921
Prepaid expenses 8,119 6,508
Deferred income taxes 7,409 7,409
Total current assets 173,908 176,012
Property, plant and equipment, at cost 670,516 650,968
Less accumulated depreciation 260,648 240,108
Property, plant and equipment, net 409,868 410,860
Other assets 117,031 25,831
Total assets $ 700,807 $ 612,703
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 81,665 $ 92,588
Interest payable 2,497 2,218
Accrued income taxes 1,700 564
Accrued compensation 5,279 7,281
Accrued pension 3,194 2,257
Other accrued liabilities 17,134 13,632
Total current liabilities 111,469 118,540
Long-term debt 492,340 393,040
Deferred income taxes 74,699 65,520
Stockholders' equity
Common stock - $0.01 par value 314 328
Retained earnings 21,985 35,275
Total stockholders' equity 22,299 35,603
Total liabilities and stockholders' equity $ 700,807 $ 612,703
Common shares outstanding 31,379,852 32,781,439
------------------ ----------------
------------------ ----------------
See notes to condensed consolidated financial statements.
1
GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
---------------- ----------------- --------------- -----------------
Net sales $ 225,555 $ 258,208 $ 458,280 $ 497,433
Operating costs and expenses
Cost of sales 180,992 206,430 368,691 409,890
Selling and administrative 10,447 11,874 21,192 22,972
---------------- ----------------- --------------- -----------------
Total operating costs and expenses 191,439 218,304 389,883 432,862
Operating income 34,116 39,904 68,377 64,571
Other income (expense)
Interest, net (7,703) (6,740) (14,829) (12,002)
Income before income taxes 26,413 33,164 53,548 52,569
Provision for income taxes 9,907 12,584 20,086 19,928
Net income $ 16,506 $ 20,580 $ 33,462 $ 32,641
Basic earnings per share $ 0.52 $ 0.61 $ 1.05 $ 0.96
Diluted earnings per share $ 0.52 $ 0.60 $ 1.04 $ 0.95
Weighted average common shares 31,603,716 33,884,054 32,018,855 34,161,236
Weighted average common shares
and equivalents 31,799,781 34,167,528 32,263,111 34,473,603
---------------- ----------------- --------------- -----------------
---------------- ----------------- --------------- -----------------
2
See notes to condensed consolidated financial statements.
3
GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Ended
June 30,
1998 1997
-------------- -------------
Cash flows from operating activities:
Net income $ 33,462 $ 32,641
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 22,235 17,840
Change in operating assets, liabilities and other,
net of effects of acquisition 8,131 (4,688)
Net cash provided by operating activities 63,828 45,793
Cash flows from financing activities:
Long-term debt proceeds 156,800 107,400
Long-term debt payments (58,000) (80,000)
Proceeds from issuance of common stock 1,212 786
Repurchase and retirement of common stock (44,152) (29,234)
Dividends paid (5,089) (5,445)
Net cash provided by (used in) financing activities 50,771 (6,493)
Cash flows from investing activities:
Capital expenditures (12,927) (36,134)
Acquisition, net of cash acquired (99,902) --
Net cash used in investing activities (112,829) (36,134)
Net change in cash and cash equivalents 1,770 3,166
Cash and cash equivalents at beginning of period 1,621 698
Cash and cash equivalents at end of period $ 3,391 $ 3,864
-------------- -------------
-------------- -------------
4
See notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report for the
year ended December 31, 1997.
Operating results for Georgia Gulf Corporation and its subsidiaries (the
"Company" or "Georgia Gulf") for the three- and six-month periods ended June 30,
1998, are not necessarily indicative of the results that may be expected for the
year ending December 31, 1998.
NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income," which
requires additional disclosure and presentation of amounts comprising
comprehensive income beyond net income. The Company had no other comprehensive
income amounts for the periods presented. As a result, the adoption had no
impact on the Company's reporting under generally accepted accounting
principles.
During June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." The
Statement establishes accounting and reporting standards requiring that every
derivative instrument be recorded in the balance sheet as either an asset or
liability measured at its fair value and that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows derivative
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate and
assess the effectiveness of transactions that receive hedge accounting. SFAS No.
133 is effective for fiscal years beginning after June 15, 1999, although
earlier adoption is permitted. SFAS No. 133 cannot be applied retroactively.
Management has not yet quantified the impacts of adopting SFAS No. 133 on the
Company's financial statements nor determined the timing or method of adoption
of this pronouncement.
NOTE 3: INVENTORIES
The major classes of inventories were as follows (in thousands):
June 30, December 31,
1998 1997
5
Raw materials and supplies $ 30,407 $ 34,451
Finished goods 50,564 58,470
Inventories $ 80,971 $ 92,921
--------------------- --------------------
--------------------- --------------------
NOTE 4: STOCKHOLDERS' EQUITY
The Company repurchased and retired 1,541,700 shares of its common stock
for $44,152,000 during the six months ended June 30, 1998. As of June 30, 1998,
the Company had authorization to repurchase up to 5,980,000 additional shares
under the current common stock repurchase program.
NOTE 5: DERIVATIVE FINANCIAL INSTRUMENTS
The Company has two interest rate swap agreements for a total notional
amount of $100,000,000 maturing in June 2002 to fix the interest rate on a term
loan. Also, the Company has an interest rate swap agreement for a notional
amount of $100,000,000 as a cash flow hedge for a cogeneration facility
operating lease agreement. This interest rate swap agreement will mature August
2002.
The Company does not use derivatives for trading purposes. Interest rate
swap and cap agreements, forms of derivatives, are used by the Company to manage
interest costs on certain portions of the Company's long-term debt. These
financial statements do not reflect temporary market gains and losses on
derivative financial instruments, although the estimated fair value is disclosed
in the Company's annual report for the year ended December 31, 1997. Amounts
paid or received on the interest rate swap agreements are recorded to interest
expense as incurred. As of June 30, 1998, and December 31, 1997, interest rate
swap and cap agreements were the only forms of derivative financial instruments
outstanding.
NOTE 6: EARNINGS PER SHARE
Income available to common stockholders, the numerator in basic and diluted
earnings per share computations, is $16,506,000, and $20,580,000 for the three
months ended June 30, 1998 and 1997, respectively. For the six months ended June
30, 1998 and 1997, the numerator for basic and diluted earnings per share is
$33,462,000 and $32,641,000, respectively.
The following table reconciles the denominator for the basic and diluted
earnings per share computations shown on the condensed consolidated statements
of income (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------------ -----------------------------------
1998 1997 1998 1997
Weighted average common shares 31,604 33,884 32,019 34,161
6
Plus incremental shares from
assumed conversions:
Options 196 263 244 290
Employee stock purchase plan rights -- 21 -- 23
------ ------ ----- ------
Weighted average common shares
and equivalents 31,800 34,168 32,263 34,474
------ ------ ----- ------
------ ------ ----- ------
NOTE 7: ACQUISITION
On May 11, 1998, the Company acquired all the issued and outstanding common
stock (the "Stock") of North American Plastics, Inc. ("North American
Plastics"), a privately-held manufacturer of flexible polyvinyl chloride ("PVC")
compounds with a production capacity of 190,000,000 pounds. North American
Plastics has two manufacturing locations in Mississippi, with revenues for 1997
of approximately $90,000,000. Its PVC compounds are used in wire and cable for
construction, automobiles and appliances, as well as various other consumer and
industrial products.
The Stock was acquired in exchange for net cash consideration of
$99,902,000 plus the assumption of $500,000 in debt. The cash portion of the
acquisition was financed with proceeds from the Company's existing revolving
credit loan. The transaction was accounted for as a purchase and the
consideration exchanged exceeded the fair market value of the net tangible
assets of North American Plastics by approximately $87,000,000. This excess was
allocated to goodwill and is being amortized on a straight-line basis over a
period of 35 years. The results of operations of the acquired business have been
included in the Company's condensed consolidated financial statements from the
date of acquisition. Pro forma results of operations have not been presented
because the effect of this acquisition was not significant.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
RESULTS OF OPERATIONS
Industry Overview
Georgia Gulf manufactures and markets products through two highly
integrated lines categorized into electrochemicals and aromatic chemicals; and
also a third product line, methanol, a natural gas chemical. The Company's
electrochemical products include chlorine, caustic soda, sodium chlorate, vinyl
chloride monomer ("VCM"), and polyvinyl chloride ("PVC") resins and compounds;
the Company's primary aromatic chemical products include cumene, phenol and
acetone.
For electrochemicals, industry operating rates for chlorine/caustic plants
ran above 95 percent for the early part of 1998. Demand for caustic has been
steady and pricing has improved over the comparable prior year periods. Georgia
Gulf consumes most of its chlorine capacity internally in the production of VCM,
which is further processed into PVC resins and compounds. Both VCM and PVC
resins have suffered from industry overcapacity which has led to excess supply
and reduced operating rates in both 1998 and 1997. The decline in demand from
Asia has also negatively impacted pricing for VCM and PVC resins. However, the
market demand for PVC compounds, which are more specialized products, has
remained strong in 1998, benefiting from the continued good overall domestic
business environment.
Aromatic industry operating rates were high for both the three- and
six-month periods ended June 30, 1998 as a result of strong demand attributable
to the continued strength of downstream markets for phenol, particularly
bisphenol A and phenolic resins. Domestic phenol prices were stable, although
export prices declined slightly. Acetone prices were also down due to a slight
industry supply and demand imbalance.
The methanol market has experienced a rapid decline since the beginning of
1998. Significant increases in global supply coupled with a lack of demand for
methanol in Asia have created a significant imbalance between supply and demand.
As a result, pricing was lower for the second quarter and first half of 1998, as
compared to the same periods last year.
Second Quarter of 1998 Compared With the Second Quarter of 1997:
For the second quarter ended June 30, 1998, diluted earnings per share were
$0.52 on net income of $16.5 million and net sales of $225.6 million. This
compares with diluted earnings per share of $0.60, net income of $20.6 million
and net sales of $258.2 million for the second quarter of 1997.
Operating income for the second quarter of 1998 was $34.1 million, a
decrease of 15 percent from $39.9 million for the same period in 1997. Total
sales volumes declined five percent over the prior year for the quarterly
comparison as lower methanol and cumene sales volumes overshadowed sales volume
increases for phenol, acetone and the Company's vinyl products. The overall
average selling price of the Company's products experienced an eight percent
decline for the same period comparison. With the exception of caustic soda,
pricing was generally lower for all products with the most significant decline
coming from methanol. Lower raw material costs helped offset a large portion of
these sales price decreases; however, natural gas costs did not decline, which
contributed to the significant deterioration in methanol margins from the prior
year period. Results for the second quarter of 1998 were positively impacted by
the Company's recent acquisition of North American Plastics, Inc. ("North
American Plastics") as operating profits from this business exceeded the
additional financing costs resulting from the acquisition.
8
Interest expense increased to $7.7 million for the second quarter of 1998,
compared with $6.7 million for the same period in 1997. This increase primarily
is a result of a higher debt balance for the second quarter of 1998 from the
North American Plastics acquisition and the fact that more interest was
capitalized in 1997 in connection with capital expansion activity.
Basic and diluted earnings per share for the second quarter of 1998 were
favorably impacted by a reduction in the number of outstanding common shares
from the second quarter of 1997 as a result of the Company's stock repurchase
programs.
Six Months Ended June 30, 1998 Compared With the Six Months Ended June 30, 1997:
For the six months ended June 30, 1998, diluted earnings per share were
$1.04 on net income of $33.5 million and net sales of $458.3 million. This
compares with diluted earnings per share of $0.95, net income of $32.6 million
and net sales of $497.4 million for the first six months of 1997.
Operating income for the first six months of 1998 was $68.4 million, an
increase of six percent from $64.6 million for the same period in 1997. Total
sales volumes declined two percent over the prior year for the six-month
comparison as sales volume increases for phenol, acetone and the Company's vinyl
products did not offset lower methanol and cumene sales volumes. The overall
average selling price of the Company's products declined six percent for the
period to period comparison. With the exception of caustic soda and acetone,
pricing was generally lower for all products with the most significant decline
coming from methanol and cumene. Lower raw material costs helped offset a large
portion of these sales price decreases; however, natural gas costs declined only
slightly, which contributed to the significant deterioration in methanol margins
from the prior year.
Interest expense increased to $14.8 million for the first six months of
1998, compared with $12.0 million for the same period in 1997. This increase
primarily reflects less capitalized interest in 1998, along with a higher
average debt balance for 1998.
Basic and diluted earnings per share for the first six months of 1998 were
favorably impacted by a reduction in the number of outstanding common shares
from the same period in 1997 as a result of the Company's stock repurchase
programs.
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended June 30, 1998, Georgia Gulf generated $63.8
million of cash flow from operating activities as compared with $45.8 million
for the six months ended June 30, 1997. Major sources of cash flow from
operating activities in the first six months of 1998 were net income of $33.5
million, non-cash provisions of $22.2 million for depreciation and amortization,
and fluctuations in working capital items, primarily resulting from a decrease
in inventories offset by lower accounts payable. Changes in working capital
during the first six months of 1997 were primarily attributable to an increase
in accounts receivable from higher sales during the second quarter of 1997,
offset in part by lower inventories.
Debt increased by $99.3 million during the six months ended June 30, 1998,
to a level of $492.3 million. The revolving credit loan was used to fund the net
purchase price of North American Plastics in May of 1998 for $99.9 million. The
Company had approximately $97.0 million of availability under its $350.0 million
revolving credit loan as of June 30, 1998.
9
Capital expenditures for the six months ended June 30, 1998 were down
significantly to $12.9 million as compared to $36.1 million for the same period
in 1997. Georgia Gulf completed a major capital expansion program in 1997, which
included capacity expansions in the phenol, acetone, cumene, VCM and PVC
compound plants. Capital expenditures for 1998 will be directed toward certain
environmental projects and increased efficiency of existing operations. The
Company estimates that total capital expenditures for 1998 will approximate
$35.0 million.
The Company declared dividends of $0.16 per share or $5.1 million during
the first six months of 1998. The Company also repurchased and retired 1.5
million shares of its common stock at a cost of $44.2 million during the same
period. As of June 30, 1998, the Company had authorization to repurchase up to
approximately 6.0 million additional shares under the current common stock
repurchase program.
Management believes that cash provided by operations and the availability
of borrowings under the Company's revolving credit facility will provide
sufficient funds to support planned capital expenditures, dividends, stock
repurchases, working capital fluctuations and debt service requirements.
OUTLOOK
Although the acquisition of North American Plastics is having a positive
impact on the Company's earnings, the Company is continuing to experience very
difficult market conditions for both the methanol and PVC resin businesses due
to industry over-capacity and poor economic conditions in the Far East. As a
result, management does not anticipate an improvement in financial performance
for the third quarter of 1998.
FORWARD-LOOKING STATEMENTS
This form 10-Q and other communications to stockholders, as well as oral
statements made by representatives of the Company, may contain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements relate to, among other things, the Company's outlook
for future periods, supply and demand, pricing trends and market forces within
the chemical industry, cost reduction strategies and their results, planned
capital expenditures, long-term objectives of management and other statements of
expectations concerning matters that are not historical facts.
Predictions of future results contain a measure of uncertainty and,
accordingly, actual results could differ materially due to various factors.
Factors that could change forward-looking statements are, among others, changes
in the general economy, changes in demand for the Company's products or
increases in overall industry capacity that could affect production volumes
and/or pricing, changes and/or cyclicality in the industries to which the
Company's products are sold, availability and pricing of raw materials,
technological changes affecting production, difficulty in plant operations and
product transportation, governmental and environmental regulations and other
unforeseen circumstances. A number of these factors are discussed in this Form
10-Q and in the Company's other periodic filings with the Securities and
Exchange Commission, including the Company's annual report on Form 10-K for the
year ended December 31, 1997.
10
PART II. OTHER INFORMATION.
Item 1. Legal Proceedings.
As previously reported in its Form 10-K for the year ended December 31,
1997, the Company is a party to numerous individual and several class-action
lawsuits filed against the Company, among other parties, arising out of an
incident that occurred in September 1996 in which workers were exposed to a
chemical substance on the Company's premises in Plaquemine, Louisiana. The
substance was later identified to be a form of mustard agent, a chemical which
is not manufactured as part of the Company's ordinary operations and which
apparently resulted from the unexpected introduction into the Company's
feedstocks of one or more impurities from sources unknown. The Company presently
believes there are approximately 1,950 plaintiffs, of which approximately 600
are workers claiming to have been on-site at the time of the incident.
The lawsuits are pending in the 18th Judicial District, Iberville Parish.
The Company has filed answers in the cases in which it has been served.
Discovery has been occurring in these cases. All of the actions claim one or
more forms of compensable damages, including past and future wages and past and
future physical and emotional pain and suffering.
The Company is presently developing information relating to the extent of
damages suffered, as well as evaluating the merit of such claims, defenses
available and liability of other persons. It is not yet possible to estimate the
Company's ultimate exposure. Notwithstanding the foregoing, the Company believes
it has meritorious defenses to the claims asserted and intends to assert and
pursue those defenses vigorously; further, the Company believes any liability
ultimately imposed would be covered by its liability insurance.
In addition, the Company is subject to other claims and legal actions that
arise in the ordinary course of business. Management believes that the ultimate
liability, if any, with respect to these other claims and legal actions, will
not have a material effect on the financial position or on results of operations
of the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company's annual meeting of stockholders was held May 19, 1998, in
Atlanta, Georgia for the following purposes: (i) to elect three directors to
serve for a term of three years; (ii) to consider and take action upon the
ratification of the selection of Arthur Andersen LLP to serve as independent
public accountants for the year ending December 31, 1998, and (iii) to consider
and take action to approve and adopt the 1998 Equity and Performance Incentive
Plan.
The results of the voting by stockholders at the annual meeting were as
follows:
Broker Non-Votes
Directors For Withheld or abstentions
----------------------------------------- --------------- ------------- -----------------
Alfred C. Eckert III 29,088,762 822,854 0
Jerry R. Satrum 28,741,217 1,170,399 0
Edward A. Schmitt 28,742,534 1,169,082 0
In addition, the terms of the following directors continued after the meeting:
John D. Bryan
Dennis M. Chorba
Robert E. Flowerree
11
James R. Kuse
Edward S. Smith
The selection of Arthur Andersen LLP to serve as independent public
accountants for the Company for the year ending December 31, 1998, was ratified
by the following votes:
For Against Abstain Broker Non-Votes
---------- ------ ------- ----------------
29,854,112 23,463 34,041 0
The adoption of the 1998 Equity and Performance Incentive Plan was approved
by the following votes:
For Against Abstain Broker Non-Votes
---------- -------- --------- ----------------
24,199,814 2,956,732 2,755,070 0
Item 5. Other Information.
Proposals by stockholders intended to be presented at the 1999 Annual
Meeting must be forwarded in writing and received at the principal executive
office of the Company no later than December 1, 1998, directed to the attention
of the Secretary, for consideration for inclusion in the Company's proxy
statement for the Annual Meeting of Stockholders to be held in 1999. Moreover,
with regard to any proposal by a stockholder not seeking to have such proposal
included in the proxy statement but seeking to have such proposal considered at
the 1999 Annual Meeting, if such stockholder fails to notify the Company in the
manner set forth above of such proposal no later than February 13, 1998, then
the persons appointed as proxies may exercise their discretionary voting
authority if the proposal is considered at the 1999 Annual Meeting
notwithstanding that stockholders have not been advised of the proposal in the
proxy statement for the 1999 Annual Meeting. Any proposals submitted by
stockholders must comply in all respects with the rules and regulations of the
Securities and Exchange Commission and the provisions of the Company's
Certificate of Incorporation and Bylaws and of Delaware law.
Item 6. Exhibits and Reports on Form 8-K.
a) The following exhibits are filed as part of this Form 10-Q Quarterly
Report.
Exhibit No. Description
10 (a) Stock Purchase Agreement, dated May 11, 1998, between
the Company and North American Plastics, Inc.
b) No reports on Form 8-K were filed with the Securities and Exchange
Commission during the second quarter of 1998.
12
SIGNATURES
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, thereunto duly authorized.
GEORGIA GULF CORPORATION
------------------------
(Registrant)
Date August 13, 1998 /s/ Edward A. Schmitt
---------------------------------------- ---------------------
Edward A. Schmitt
President and Chief
Executive Officer
(Principal Executive Officer)
Date August 13, 1998 /s/ Richard B. Marchese
---------------------------------------- -----------------------
Richard B. Marchese
Vice President Finance,
Chief Financial Officer and
Treasurer
(Principal Financial Officer)
13
SIGNATURES
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, thereunto duly authorized.
GEORGIA GULF CORPORATION
------------------------
(Registrant)
Date August , 1998
---------------------------------------- ---------------------
Edward A. Schmitt
President and Chief
Executive Officer
(Principal Executive Officer)
Date August , 1998
---------------------------------------- ---------------------
Richard B. Marchese
Vice President Finance,
Chief Financial Officer and
Treasurer
(Principal Financial Officer)
14