Prospectus PPG INDUSTRIES INC - 9-5-2012 by PPG-Agreements

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									                                      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 Exchange Act of 1934
                                   Date of Report (Date of earliest event reported) August 31, 2012



                                              PPG INDUSTRIES, INC.
                                                    (Exact name of registrant as specified in its charter)



                 Pennsylvania                                                      001-1687                              25-0730780
             (State or other jurisdiction                                          (Commission                           (IRS Employer
                  of incorporation)                                                File Number)                         Identification No.)


                            One PPG Place, Pittsburgh, Pennsylvania                                                          15272
                                     (Address of principal executive offices)                                              (Zip Code)

                                            Registrant’s telephone number, including area code: (412) 434-3131

                                                                                Not Applicable
                                                        (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, PPG Industries, Inc. (“PPG”), Georgia Gulf Corporation (“Georgia Gulf”), Eagle Spinco Inc., a wholly-owned
subsidiary of PPG (“Splitco”), and Grizzly Acquisition Sub, Inc., a wholly-owned subsidiary of Georgia Gulf (“Merger Sub”), entered into
Amendment No. 1 (the “Amendment”) to the previously announced Agreement and Plan of Merger, dated as of July 18, 2012 (as amended by
the Amendment, the “Merger Agreement”), pursuant to which PPG will transfer substantially all of the assets and liabilities of its chlor-alkali
and derivatives business (the “Business”) to Splitco and distribute Splitco’s stock to its shareholders immediately after which Merger Sub will
merge with and into Splitco in a reverse triangular merger, with Splitco as the surviving corporation (or, under certain circumstances, Splitco
will merge with and into Georgia Gulf, with Georgia Gulf as the surviving corporation) (the “Merger”).

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

      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.

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

Exhibit
 No.                                                                        Description

2.1             Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 31, 2012, by and among PPG Industries, Inc.,
                Georgia Gulf Corporation, Eagle Spinco Inc. and Grizzly Acquisition Sub, Inc.
Forward-Looking Statements
This document contains and incorporates by reference certain statements relating to future events and PPG’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 and the Securities Exchange Act. 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 variations thereof) or similar terminology used in connection with any discussion of future plans, actions or
events, including with respect to the proposed separation of the Business and merger of Splitco with Georgia Gulf or a subsidiary of Georgia
Gulf (the “Transaction”), generally identify forward-looking statements. These forward-looking statements include, but are not limited to,
statements regarding expected benefits of the Transaction, integration plans and expected synergies therefrom, the expected timing of
consummation of the Transaction, and PPG’s anticipated future financial and operating performance and results, including its estimates for
growth. These statements are based on the current expectations of PPG’s management. There are a number of risks and uncertainties that could
cause PPG’s actual results to differ materially from the forward-looking statements included in this document. These risks and uncertainties
include risks relating to (1) Georgia Gulf’s ability to obtain requisite shareholder approval to complete the Transaction, (2) PPG’s being unable
to obtain the necessary tax authority and other regulatory approvals required to complete the Transaction, or such required approvals delaying
the Transaction 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 Transaction, (3) other conditions to the closing of the Transaction not being satisfied, (4) a material adverse change,
event or occurrence affecting Georgia Gulf or the Business prior to the closing of the Transaction delaying the Transaction or causing the
companies to abandon the Transaction, (5) problems arising in successfully integrating the Business and Georgia Gulf, which may result in the
combined company not operating as effectively and efficiently as expected, (6) the possibility that the Transaction may involve other
unexpected costs, liabilities or delays, (7) the businesses of each respective company being negatively impacted as a result of uncertainty
surrounding the Transaction, (8) disruptions from the Transaction harming relationships with customers, employees or suppliers, and
(9) uncertainties regarding (i) future prices, (ii) industry capacity levels and demand for each company’s products, (iii) raw materials and
energy costs and availability, feedstock availability and prices, (iv) changes in governmental and environmental regulations, the adoption of
new laws or regulations that may make it more difficult or expensive to operate each company’s businesses or manufacture its products before
or after the Transaction, (v) each company’s ability to generate sufficient cash flows from its businesses before and after the Transaction,
(vi) future economic conditions in the specific industries to which its respective products are sold and (vii) global economic conditions.

In light of these risks, uncertainties, assumptions and other factors, the forward-looking statements discussed in this document may not occur.
Other unknown or unpredictable factors could also have a material adverse effect on PPG’s actual future results, performance, or achievements.
For a further discussion of these and other risks and uncertainties, see the section of this document entitled “Risk Factors.” 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 document. PPG 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
respective 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 Georgia Gulf, Splitco, or PPG. In
connection with the Transaction, Georgia Gulf will file with the SEC a registration statement on Form S-4 that will include a proxy statement
and prospectus of Georgia Gulf relating to the Transaction and Splitco will file with the SEC a registration statement on Form S-4 and S-1 that
will include a prospectus of Splitco relating to the Transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENTS AND PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS, WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GEORGIA GULF, THE
BUSINESS AND THE TRANSACTION. 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/prospectus (when they become available) may be obtained free of charge by accessing Georgia Gulf’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 Georgia Gulf at
Georgia Gulf Corporation, 115 Perimeter Center Place, Suite 460, Atlanta Georgia 30346, Attention: Investor Relations, or from PPG upon
written request to PPG, PPG Industries, Inc., One PPG Place, Pittsburgh, Pennsylvania, 15272, Attention: Investor Relations. Shareholders may
also read and copy any reports, statements and other information filed by Georgia Gulf or PPG 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
Georgia Gulf, PPG, and certain of their respective directors, executive officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from shareholders in respect of the Transaction under the rules of the SEC. Information
regarding Georgia Gulf’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. Information regarding PPG’s directors and executive officers is available in its 2011 Annual Report on Form 10-K filed with the
SEC on February 16, 2012, and in its definitive proxy statement filed with the SEC on March 8, 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/prospectus and other relevant
materials to be filed with the SEC when they become available.
                                                                 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.

                                                                         PPG INDUSTRIES, INC.
                                                                              (Registrant)

Date: September 5, 2012                                                  /s/    Glenn E. Bost II
                                                                         Name:     Glenn E. Bost II
                                                                         Title:    Senior Vice President and
                                                                                   General Counsel
                                                      EXHIBIT INDEX

Exhibit
Number                                                            Description

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

                                                                           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]

								
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