Form 8-K

 

 

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): February 1, 2012

 

 

Westlake Chemical Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32260   76-0346924

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2801 Post Oak Boulevard

Houston, Texas

  77056
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 960-9111

(Former name or former address, if changed since last report): Not applicable

 

 

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 (see General Instruction A.2. below):

 

¨ 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)

 

x 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 7.01 Regulation FD Disclosure.

On January 27, 2012, Westlake Chemical Corporation (“Westlake”) submitted a proposal to Georgia Gulf Corporation (“Georgia Gulf”) to acquire all of the outstanding shares of Georgia Gulf for $35.00 per share (the “Revised Proposal”), an increase from Westlake’s previously announced proposal to acquire all of the outstanding shares of Georgia Gulf for $30.00 per share. On January 31, 2012, Westlake received a letter from Paul Carrico, President and Chief Executive Officer of Georgia Gulf, addressed to Albert Chao, President and Chief Executive Officer of Westlake, in response to the Revised Proposal. The full text of the letter is attached as Exhibit 99.1 to this Current Report and is incorporated into this Item 7.01 by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed by Westlake under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

 

ITEM 8.01 Other Events.

On February 1, 2012, Westlake issued a press release disclosing the Revised Proposal. The press release, which includes the full text of a letter from Albert Chao to Paul Carrico related to the Revised Proposal, is attached as Exhibit 99.2 to this Current Report and is incorporated herein by reference.

 

ITEM 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

  

Description

99.1    Letter dated January 31, 2012 from Paul Carrico, President and Chief Executive Officer of Georgia Gulf Corporation, to Albert Chao, President and Chief Executive Officer of Westlake Chemical Corporation.
99.2    Press Release of Westlake Chemical Corporation dated February 1, 2012.

 

1


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.

 

WESTLAKE CHEMICAL CORPORATION
By:   /s/    ALBERT CHAO        
Name:  

Albert Chao

Title:   President and Chief Executive Officer

Date: February 1, 2012

 

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EXHIBIT INDEX

 

Exhibit

Number

  

Description

99.1    Letter dated January 31, 2012 from Paul Carrico, President and Chief Executive Officer of Georgia Gulf Corporation, to Albert Chao, President and Chief Executive Officer of Westlake Chemical Corporation.
99.2    Press Release of Westlake Chemical Corporation dated February 1, 2012.