Docstoc

Prospectus GEORGIA GULF CORP - 9-5-2012

Document Sample
Prospectus GEORGIA GULF CORP  - 9-5-2012 Powered By Docstoc
					                                     UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                                                 Washington, D.C. 20549


                                                                       FORM 8-K

                                                                 CURRENT REPORT
                                                       Pursuant to Section 13 or 15(d) of the
                                                       Securities and Exchange Act of 1934
                 Date of Report (Date of earliest event reported): September 5, 2012 (August 31, 2012)



                           GEORGIA GULF CORPORATION
                                                  (Exact name of registrant as specified in its charter)



                 DELAWARE                                                        1-09753                               58-1563799
               (State of incorporation                                         (Commission                             (IRS Employer
                  or organization)                                             File Number)                           Identification No.)


                              115 Perimeter Center Place, Suite 460
                                       Atlanta, GA 30346                                                                   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)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.    Entry into a Material Definitive Agreement.
      On August 31, 2012, Georgia Gulf Corporation (the “Company”), PPG Industries, Inc. (“PPG”), Eagle Spinco Inc., a wholly-owned
subsidiary of PPG (“Splitco”), and Grizzly Acquisition Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), entered into
Amendment No. 1 (the “Amendment”) to the previously announced Agreement and Plan of Merger, dated as of July 18, 2012 pursuant to
which the Company will combine with PPG’s chlor-alkali and derivatives business (the “Business”) in a Reverse Morris Trust transaction (the
“Transactions”).

      The Amendment modifies the exchange ratio in the Transactions by providing that prior to the completion of the Transactions, Splitco
will authorize the issuance of a number of shares of Splitco common stock (“Splitco Common Stock”) such that the total number of shares of
Splitco Common Stock outstanding immediately prior to completion of the Transactions will be that number that results in one share of
common stock of the Company (“Company Common Stock”) being issued in the Transactions for each share of outstanding Splitco Common
Stock. The Amendment does not change the total number of shares of Company Common Stock that will be issuable in the Transactions.

      The foregoing summary description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by
reference to the Amendment, a copy of which is attached hereto as Exhibit 2.1, and which is incorporated herein by reference.

Cautionary Statements Regarding Forward-Looking Information
       This filing contains certain statements relating to future events and the Company’s intentions, beliefs, expectations, and predictions for
the future. Any such statements other than statements of historical fact are forward-looking statements within the meaning of the Securities Act
of 1933 and the Securities Exchange Act of 1934. Words or phrases such as “will likely result,” “are expected to,” “will continue,” “is
anticipated,” “we believe,” “we expect,” “estimate,” “project,” “may,” “will,” “intend,” “plan,” “believe,” “target,” “forecast,” “would” or
“could” (including the negative or variations thereof) or similar terminology used in connection with any discussion of future plans, actions, or
events, including with respect to the Transactions, generally identify forward-looking statements. These forward-looking statements include,
but are not limited to, statements regarding expected benefits of the Transactions, integration plans and expected synergies therefrom, the
expected timing of completion of the Transactions, and the Company’s anticipated future financial and operating performance and results,
including its estimates for growth. These statements are based on the current expectations of management of the Company. There are a number
of risks and uncertainties that could cause the Company’s actual results to differ materially from the forward-looking statements included in
this communication. These risks and uncertainties include risks relating to (i) the Company’s ability to obtain requisite stockholder approval to
complete the Transactions, (ii) PPG’s being unable to obtain the necessary tax authority and other regulatory approvals required to complete
the Transactions, or such required approvals delaying the Transactions or resulting in the imposition of conditions that could have a material
adverse effect on the combined company or causing the companies to abandon the Transactions, (iii) other conditions to the closing of the
Transactions not being satisfied, (iv) a material adverse change, event or occurrence affecting the Company or Splitco prior to the closing of the
Transactions delaying the Transactions or causing the companies to abandon the Transactions, (v) problems arising in successfully integrating
the businesses of Splitco and the Company, which may result in the combined company not operating as effectively and efficiently as expected,
(vi) the possibility that the Transactions may involve other unexpected costs, liabilities or delays, (vii) the businesses of each respective
company being negatively impacted as a result of uncertainty surrounding the Transactions, (viii) disruptions from the Transactions harming
relationships with customers, employees or suppliers, and (ix) uncertainties regarding (a) future prices, (b) industry capacity levels and demand
for the Company’s products, (c) raw materials and energy costs and availability, feedstock availability and prices, (d) changes in governmental
and environmental regulations, the adoption of new laws or regulations that may make it more difficult or expensive to operate the Company’s
business or manufacture its products before or after the Transactions, (e) the Company’s ability to generate sufficient cash flows from its
business before and after the Transactions, (f) future economic conditions in the specific industries to which its products are sold, and (g) global
economic conditions.

                                                                       -2-
     In light of these risks, uncertainties, assumptions, and other factors, the forward-looking statements discussed in this filing may not occur.
Other unknown or unpredictable factors could also have a material adverse effect on the Company’s actual future results, performance, or
achievements. For a further discussion of these and other risks and uncertainties applicable to the Company and its business, see the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and subsequent filings with the Securities and Exchange
Commission (the “SEC”). As a result of the foregoing, readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this filing. The Company does not undertake, and expressly disclaims, any duty to update any
forward-looking statement whether as a result of new information, future events, or changes in its expectations, except as required by law.

Additional Information and Where to Find it
       This communication does not constitute an offer to buy, or solicitation of an offer to sell, any securities of the Company, and no offer or
sale of such securities will be made in any jurisdiction where it would be unlawful to do so. In connection with the Transactions, the Company
will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 and a proxy statement relating to the
Transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT, AND ANY OTHER RELEVANT DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE BUSINESS AND THE TRANSACTIONS. Investors and
security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the
SEC’s website, www.sec.gov. In addition, copies of the registration statement and proxy statement (when they become available) may be
obtained free of charge by accessing the Company’s website at www.ggc.com by clicking on the “Investors” link and then clicking on the
“SEC Filings” link, or upon written request to the Company at 115 Perimeter Center Place, Suite 460, Atlanta, Georgia 30346, Attention:
Investor Relations. Stockholders may also read and copy any reports, statements and other information filed by the Company with the SEC, at
the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s
website for further information on its public reference room.

Participants in the Solicitation
       The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from stockholders in respect of the Transactions under the rules of the SEC. Information regarding the
Company’s directors and executive officers is available in its 2011 Annual Report on Form 10-K filed with the SEC on February 24, 2012, and
in its definitive proxy statement filed with the SEC on April 16, 2012 in connection with its 2012 annual meeting of stockholders. Other
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the registration statement and proxy statement and other relevant materials to be filed with the SEC when they
become available.

Item 9.01.     Financial Statements and Exhibits.
      (d)    Exhibits.

Numbe
  r                                                                           Exhibit

2.1             Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 31, 2012, by and among Georgia Gulf Corporation,
                PPG Industries, Inc., Eagle Spinco Inc. and Grizzly Acquisition Sub, Inc.

                                                                       -3-
                                                                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 hereunto duly authorized.

                                                                                 GEORGIA GULF CORPORATION

Date: September 5, 2012                                                   By:    /s/ Timothy Mann, Jr.
                                                                                 Timothy Mann, Jr.
                                                                                 Executive Vice President, General Counsel and Secretary

                                                                      -4-
                                                      EXHIBIT LIST

Numbe
  r                                                              Exhibit

2.1     Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 31, 2012, by and among Georgia Gulf Corporation,
        PPG Industries, Inc., Eagle Spinco Inc. and Grizzly Acquisition Sub, Inc.
                                                                                                                                    Exhibit 2.1

                                                       AMENDMENT NO. 1
                                                            TO THE
                                                 AGREEMENT AND PLAN OF MERGER



            THIS AMENDMENT NO. 1 (this “ Amendment ”), dated as of August 31, 2012, to the Agreement and Plan of Merger, dated as of
July 18, 2012 (the “ Merger Agreement ”), is by and among PPG Industries, Inc., a Pennsylvania corporation (“ Burgundy ”), Eagle Spinco
Inc., a Delaware corporation (“ Grizzly ”), and Grizzly Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of
Grizzly (“ Merger Sub ”).

            WHEREAS, Section 10.4 of the Merger Agreement provides for the amendment of the Merger Agreement in accordance with the
terms set forth therein; and

           WHEREAS, the parties hereto desire to amend the Merger Agreement as set forth below.

           NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein and for good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto
do hereby agree as follows:


                                                                 ARTICLE I
                                                                DEFINITIONS

           Section 1.1 Definitions . Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to
such term in the Merger Agreement.


                                                          ARTICLE II
                                                AMENDMENT TO MERGER AGREEMENT

            Section 2.1 Amendment to Section 8.17 . Section 8.17 of the Merger Agreement is hereby amended and restated in its entirety to
read as follows:

            “Section 8.17 Spinco Share Issuance . Prior to the Effective Time, Spinco will authorize the issuance of a number of shares of
Spinco Common Stock such that the total number of shares of Spinco Common Stock outstanding immediately prior to the Effective Time will
equal the greater of (x) 35,200,000 shares or (y) the product of (i) the number of shares of Grizzly Common Stock issued and outstanding
immediately prior to the Effective Time multiplied by (ii) 1.02020202; provided that, if the condition set forth in Section 4.3(d) of the
Separation Agreement with respect to the Distribution Tax Opinion would be unable to be satisfied because immediately after the Effective
Time the percentage of outstanding shares of Grizzly Common Stock to be received by former Spinco shareholders with respect to Qualified
Spinco Common Stock would be less than the Threshold Percentage (before giving effect to the adjustment contemplated by Section 3.1(d) or
this proviso), then, in lieu of the adjustment contemplated by Section 3.1(d), Spinco may increase the number of shares of Spinco Common
Stock that it issues, in which case the Exchange Ratio will be fixed at one, such that the number of shares of Grizzly Common Stock to be
received by former Spinco shareholders with respect to Qualified Spinco Common Stock equals the Threshold Percentage. If any such increase
is required solely by reason of any actions taken by Burgundy or its Affiliates pursuant to the plan (or series of related transactions) which
includes the Distribution (within the meaning of Section 355(e) of the Code), then the Above Basis Amount shall be decreased by an amount
equal to the product of $27.54 multiplied by the number of additional shares of Spinco Common Stock required to be issued pursuant to the
adjustment set forth in this proviso solely by reason of any such actions taken by Burgundy or its Affiliates.”
                                                                 ARTICLE III
                                                               MISCELLANEOUS

            Section 3.1 No Further Amendment . Except as expressly amended hereby, the Merger Agreement is in all respects ratified and
confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as
written and shall not be deemed to be an amendment to any other term or condition of the Merger Agreement or any of the documents referred
to therein.

            Section 3.2 Effect of Amendment . This Amendment shall form a part of the Merger Agreement for all purposes, and each party
thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Merger
Agreement shall be deemed a reference to the Merger Agreement as amended hereby.

          Section 3.3 Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of
Delaware without giving effect to the conflicts of law principles thereof.

            Section 3.4 Severability Clause . If any provision of this Amendment, or the application of any provision to any Person or
circumstance, shall be declared judicially to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding
the remainder of this Amendment, it being the intent and agreement of the parties hereto that this Amendment shall be deemed amended by
modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is
not possible, by substituting therefor another provision that is legal and enforceable and that achieves the same objective.

            Section 3.5 Counterparts . This Amendment may be executed in multiple counterparts (any one of which need not contain the
signatures of more than one party), each of which will be deemed to be an original but all of which taken together will constitute one and the
same agreement. This Amendment, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or other
electronic transmission, will be treated in all manner and respects as an original agreement and will be considered to have the same binding
legal effects as if it were the original signed version thereof delivered in person. At the request of a party, the other party will re-execute
original forms thereof and deliver them to the requesting party. No party will raise the use of a facsimile machine or other electronic means to
deliver a signature or the fact that any signature was transmitted or communicated through the use of facsimile machine or other electronic
means as a defense to the formation of a Contract and each such party forever waives any such defense.

                                                            [ Signature Page Follows ]

                                                                         2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

                                                                          PPG INDUSTRIES, INC.

                                                                          By:       /s/ Charles E. Bunch
                                                                          Name:     Charles E. Bunch
                                                                          Title:    Chairman and Chief Executive Officer

                                                                          EAGLE SPINCO INC.

                                                                          By:       /s/ Charles E. Bunch
                                                                          Name:     Charles E. Bunch
                                                                          Title:    Chairman and Chief Executive Officer

                                                                          GEORGIA GULF CORPORATION

                                                                          By:       /s/ Timothy Mann, Jr.
                                                                          Name:     Timothy Mann, Jr.
                                                                          Title:    Executive Vice President, General Counsel
                                                                                    and Secretary

                                                                          GRIZZLY ACQUISITION SUB, INC.

                                                                          By:       /s/ Timothy Mann, Jr.
                                                                          Name:     Timothy Mann, Jr.
                                                                          Title:    Executive Vice President, General Counsel
                                                                                    and Secretary

                               [Signature Page to Amendment No. 1 to the Merger Agreement]

				
DOCUMENT INFO
Shared By:
Stats:
views:0
posted:9/5/2012
language:Unknown
pages:8