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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from _________ to __________
COMMISSION FILE NUMBER 1-10258
TREDEGAR INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
VIRGINIA 54-1497771
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1100 BOULDERS PARKWAY, RICHMOND, VIRGINIA 23225
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 804-330-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which Registered
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COMMON STOCK NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: None
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 at least the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].
Aggregate market value of voting stock held by non-affiliates of the registrant
as of March 5, 1998:* $559,833,225.80
Number of shares of Common Stock outstanding as of March 5, 1998: 11,917,471
*In determining this figure, an aggregate of 3,970,197 shares of Common Stock
beneficially owned by Floyd D. Gottwald, Jr., Bruce C. Gottwald, John D.
Gottwald, William M. Gottwald and the members of their immediate families has
been excluded because the shares are held by affiliates. The aggregate market
value has been computed based on the closing price in the New York Stock
Exchange Composite Transactions on March 5, 1998, as reported by the Wall Street
Journal.
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DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Tredegar Industries, Inc.'s Annual Report to Shareholders for the
year ended December 31, 1997 (the "Annual Report"), are incorporated by
reference into Parts I, II, and IV of this Form 10-K.
2. Portions of Tredegar Industries, Inc.'s definitive Proxy Statement for its
1998 Annual Meeting of Shareholders filed with the Securities and Exchange
Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934
(the "Proxy Statement") are incorporated by reference into Part III of this Form
10-K.
- i -
FORM 10-K TABLE OF CONTENTS/CROSS-REFERENCE
Proxy
Form 10-K Annual Report Statement
Part I page page page
1. Business ....................................................................... 1-5 20-22, 27-30, 32-33
2. Properties...................................................................... 6
3. Legal proceedings............................................................... None
4. Submission of matters to a vote of security holders............................. None
Part II
5. Market for registrant's common equity and related stockholder matters........... 51
6. Selected financial data......................................................... 18-19
7. Management's discussion and analysis of financial condition and
results of operations........................................................... 20-22, 24-30, 32-33
7A. Quantitative and qualitative disclosures about market risk...................... 9, 10
8. Financial statements and supplementary data..................................... 10, 11 31-50
9. Changes in and disagreements with accountants on accounting and
financial disclosure............................................................ None
Part III
10. Directors and executive officers of the registrant*............................. 12 16 2-4
11. Executive compensation*......................................................... 7-15
12. Security ownership of certain beneficial owners and management*................. 5-7
13. Certain relationships and related transactions*................................. None
Part IV
14. Exhibits, financial statement schedules and reports on Form 8-K
(a) Documents:
(1) Financial statements.......................................... 34-50
(2) Financial statement schedules................................. None
(3) Exhibits
(b) Reports on Form 8-K.................................................... None
(c) Exhibits
(d) Financial statement schedules
*Items 11, 12 and 13 and portions of Item 10 are incorporated by reference from
the Proxy Statement pursuant to instructions G(1) and G(3) of the General
Instructions to Form 10-K.
Only those portions of the Annual Report to Shareholders referred to in the
foregoing table of contents are to be deemed "filed" as part of this Form 10-K
report.
The Securities and Exchange Commission has not approved or disapproved of this
report or passed upon its accuracy or adequacy.
PART I
Item 1. BUSINESS
Description of Business
Tredegar Industries, Inc. ("Tredegar") is engaged directly or through
subsidiaries in the manufacture of plastic films, vinyl extrusions and aluminum
extrusions. Tredegar also has interests in a variety of technology-based
businesses.
On January 14, 1998, Tredegar's Board of Directors authorized a "Dutch
Auction" tender offer to purchase up to 1,250,000 shares of the company's common
stock at a price ranging from $58 to $65 per share. The offer expired on
February 13, 1998, and 502,924 shares were tendered and purchased by Tredegar
for approximately $32.7 million or $65 per share. The purchase was funded by
available cash.
The following discussion of Tredegar's business segments should be read
in conjunction with the information contained on pages 20-22, 24-30 and 32-33 of
the Annual Report referred to in Item 7 below.
Plastic Films and Vinyl Extrusions
Tredegar's plastics business is composed of the Film Products division
("Film Products") and Fiberlux, Inc. ("Fiberlux"). Film Products manufactures
plastic films for disposable personal products (primarily feminine hygiene and
diaper products) and packaging, medical, industrial and agricultural products.
Fiberlux produces vinyl extrusions for windows and patio doors. These products
are produced at various locations throughout the United States and are sold both
directly and through distributors. Tredegar also has films plants located in the
Netherlands, Brazil and Argentina, where it produces films primarily for the
European and Latin American markets. During 1998, Film Products expects to begin
operating a production facility currently under construction near Guangzhou,
China, and expects to begin construction of a production site in Eastern Europe.
The Eastern European facility should be operational in 1999. Both sites will
produce disposable permeable films for feminine hygiene products marketed in
China and Eastern Europe, respectively. Film Products and Fiberlux compete in
all of their markets on the basis of product quality, price and service.
Film Products
Film Products produces films for two major market categories:
disposables and industrial.
Disposables. Film Products is one of the largest U.S. suppliers of embossed and
permeable films for disposable personal products. In each of the last three
years, this class of products accounted for more than 35% of Tredegar's
consolidated revenues.
Film Products supplies permeable films for use as liners in feminine
hygiene products, adult incontinent products and hospital underpads. Film
Products also supplies embossed films and nonwoven film laminates for use as
backsheet in such disposable products as baby diapers, adult incontinent
products, feminine hygiene products and hospital underpads. Film Products'
primary customer for permeable films, embossed films and nonwoven film laminates
is The Procter & Gamble Company ("P&G"), the leading global disposable diaper
manufacturer.
P&G and Tredegar have had a successful long-term relationship based on
cooperation, product innovation and continuous process improvement. The loss or
significant reduction of business associated with P&G would have a material
adverse effect on Tredegar's business.
Industrial. Film Products produces coextruded and monolayer permeable films
under the VisPore(R) name. These films are used to regulate fluid and vapor
transmission in many industrial, medical, agricultural and packaging markets.
Specific examples include filter plies for surgical masks and other medical
applications, permeable ground cover, natural cheese mold release cloths and
rubber bale wrap.
Film Products also produces differentially embossed monolayer and
coextruded films. Some of these films are extruded in a Class 10,000 clean room
and act as a disposable, protective coversheet for photopolymers used in the
manufacture of circuit boards. Other films sold under the ULTRAMASK(R) name are
used as masking films to protect polycarbonate, acrylics and glass from damage
during fabrication, shipping and handling.
Film Products produces a line of oriented films for food packaging,
in-mold labels and other applications under the name Monax(R) Plus. These are
high-strength, high moisture barrier films that provide cost and source
reduction benefits over competing packaging materials.
Raw Materials. The primary raw materials for films produced by Film Products are
low-density and linear low-density polyethylene resins, which are obtained from
domestic and foreign suppliers at competitive prices.
Tredegar's management believes there will be an adequate supply of
polyethylene resins in the immediate future.
Research and Development. Film Products has a technical center in Terre Haute,
Indiana, and holds 35 U.S. patents and 14 U.S. trademarks. Expenditures for
research and development have averaged $4.7 million per year during the past
three years.
Fiberlux
Fiberlux is a leading U.S. producer of rigid vinyl extrusions for
windows and patio doors. Fiberlux products are sold to fabricators and directly
to end users. The subsidiary's primary raw material, polyvinyl chloride resin,
is purchased from producers in open market purchases and under contract. No
critical shortages of polyvinyl chloride resins are expected.
Fiberlux holds one U.S. patent and three U.S. trademarks.
2
Aluminum Extrusions
Aluminum Extrusions is composed of The William L. Bonnell Company,
Inc., Capitol Products Corporation, Bon L Campo Limited Partnership and Bon L
Canada Inc. (together, "Aluminum Extrusions"), which produce soft alloy aluminum
extrusions primarily for the building and construction, transportation,
electrical and consumer durables markets. The net assets associated with Bon L
Campo Limited Partnership and Bon L Canada Inc. were acquired in 1997 and 1998,
respectively (see page 29 of the Annual Report for additional information).
Aluminum Extrusions manufactures plain, anodized and painted aluminum
extrusions for sale directly to fabricators and distributors that use aluminum
extrusions in the production of curtain walls, moldings, architectural shapes,
running boards, tub and shower doors, boat windshields, window components,
tractor-trailer shapes, ladders and furniture, among other products. Sales are
made primarily in the United States, principally east of the Rocky Mountains.
Sales are substantially affected by the strength of the building and
construction industry, which accounts for the majority of product sales.
Raw materials for Aluminum Extrusions, consisting of aluminum ingot,
aluminum scrap and various alloys, are purchased from domestic and foreign
producers in open-market purchases and under short-term contracts. Tredegar does
not expect critical shortages of aluminum or other required raw materials and
supplies.
Aluminum Extrusions competes primarily on the basis of product quality,
price and service.
Aluminum Extrusions holds two U.S. patents and nine U.S. trademarks.
Technology
Tredegar's technology interests include Molecumetics, Ltd.
("Molecumetics") and Tredegar Investments, Inc. See Note 6 on page 42 of the
Annual Report for more information on Tredegar Investments, Inc. Also, see page
30 of the Annual Report regarding the sale of APPX Software, Inc. in early 1998.
Molecumetics, a subsidiary of Tredegar, operates its drug design
research laboratory in Seattle, Washington, where it uses its patented chemistry
to develop new drug candidates for licensing to pharmaceutical and biotech
companies in exchange for up-front fees, research and development support
payments, milestone-driven success payments and future royalties.
In 1997, Molecumetics signed research and marketing partnerships with
two large Japanese pharmaceutical companies, Asahi Chemical Industry Co., Ltd.
("Asahi"), and Teijin Limited ("Teijin"). Both collaborations are aimed at
developing therapeutics for treatment of blood-clotting disorders. Molecumetics
is separately developing and optimizing drug lead compounds for each partner. In
turn, Asahi and Teijin are responsible for preclinical and clinical development
in Japan and other Asian countries. In each case, Molecumetics retains U.S.
and European rights to any compounds developed under the agreement.
3
Molecumetics holds nine U.S. patents and three U.S. trademarks and
Molecumetics has filed a number of other patent applications with respect to its
technology. Businesses included in the Technology segment spent $7.2 million in
1997, $6.8 million in 1996 and $5.0 million in 1995 for research and
development.
Miscellaneous
Patents, Licenses and Trademarks. Tredegar considers patents, licenses and
trademarks to be of significance for Film Products and Molecumetics. Tredegar
routinely applies for patents on significant developments with respect to all of
its businesses. Patents owned by Tredegar and its subsidiaries have remaining
terms ranging from 1 to 16 years. In addition, Tredegar has licenses under
patents owned by third parties.
Research and Development. During 1997, 1996 and 1995, approximately $13.2
million, $11.1 million and $8.8 million, respectively, was spent on
company-sponsored research and development activities in connection with the
businesses of Tredegar and its subsidiaries.
Backlog. Backlogs are not material to Tredegar.
Government Regulation. Laws concerning the environment that affect or could
affect Tredegar's domestic operations include, among others, the Clean Water
Act, the Clean Air Act, the Resource Conservation Recovery Act, the Occupational
Safety and Health Act, the National Environmental Policy Act, the Toxic
Substances Control Act, the Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA"), regulations promulgated under these acts, and any
other federal, state or local laws or regulations governing environmental
matters. The operations of Tredegar and its subsidiaries are in substantial
compliance with all applicable laws, regulations and permits. In order to
maintain substantial compliance with such standards, Tredegar may be required to
incur expenditures, the amounts and timing of which are not presently
determinable but which could be significant, in constructing new facilities or
in modifying existing facilities.
From time to time the Environmental Protection Agency may identify
Tredegar or one of its subsidiaries as a potentially responsible party with
respect to a Superfund site under CERCLA. To date, Tredegar, indirectly, is
potentially responsible with respect to three Superfund sites. As a result,
Tredegar may be required to expend amounts on remedial investigations and
actions at such Superfund sites. Responsible parties under CERCLA may be jointly
and severally liable for costs at a site, although typically costs are allocated
among the responsible parties.
In addition, Tredegar, indirectly, is potentially responsible for one
New Jersey Spill Site Act location. Another New Jersey site is being
investigated pursuant to the New Jersey Environmental Cleanup Responsibility
Act.
4
Employees. Tredegar and its subsidiaries employed approximately 2,500 people at
December 31, 1997 (approximately 2,900 people including the recent Aluminum
Extrusions acquisition in Canada).
5
Item 2. PROPERTIES
General
Most of the improved real property and the other assets of Tredegar and
its subsidiaries are owned, and none of the owned property is subject to an
encumbrance that is material to the consolidated operations of Tredegar and its
subsidiaries. Tredegar considers the condition of the plants, warehouses and
other properties and assets owned or leased by Tredegar and its subsidiaries to
be generally good. Tredegar also considers the geographical distribution of its
plants to be well-suited to satisfying the needs of its customers.
Tredegar believes that the capacity of its plants are adequate for
immediate needs of its businesses. Tredegar's plants generally have operated at
70-85 percent of capacity. Tredegar's corporate headquarters offices are located
at 1100 Boulders Parkway, Richmond, Virginia 23225.
Tredegar has the following principal plants and facilities:
Film Products Locations Principal Operations
Carbondale, Pennsylvania Production of plastic films
LaGrange, Georgia
Manchester, Iowa
New Bern, North Carolina
Tacoma, Washington (leased)
Terre Haute, Indiana (2)
(technical center and
production facility)
Guangzhou, China (leased)
Kerkrade, the Netherlands
San Juan, Argentina
Sao Paulo, Brazil
Fiberlux Locations Principal Operations
Pawling, New York Production of vinyl extrusions for
Purchase, New York (headquarters) (leased) windows and patio doors
Aluminum Extrusions Locations Principal Operations
Carthage, Tennessee Production of aluminum
El Campo, Texas extrusions, fabrication and finishing
Kentland, Indiana
Newnan, Georgia
Richmond Hill, Ontario
Ste. Therese, Quebec
6
Technology
Molecumetics leases its laboratory space in Bellevue, Washington.
Tredegar Investments, Inc. leases office space in Seattle, Washington.
Item 3. LEGAL PROCEEDINGS
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
EXECUTIVE OFFICERS OF TREDEGAR
Set forth below are the names, ages and titles of the
executive officers of Tredegar:
Name Age Title
John D. Gottwald 43 President and
Chief Executive Officer
Norman A. Scher 60 Executive Vice President
and Chief Financial Officer
Michael W. Giancaspro 43 Vice President, Corporate
Development
Douglas R. Monk 52 Vice President and President,
Aluminum Extrusions
Anthony J. Rinaldi 60 Vice President and President,
Film Products
Frederick P. Woods 53 Vice President, Personnel
Except as described below, each of these officers has served
in such capacity since July 10, 1989. Each will hold office until his successor
is elected or until his earlier removal or resignation.
Michael W. Giancaspro. Mr. Giancaspro served as Director of Corporate Planning
from March 31, 1989, until February 27, 1992, when he was elected Vice
President, Corporate Planning. On January 1, 1998, his position was changed to
Vice President, Corporate Development.
7
Douglas R. Monk. Mr. Monk was elected Vice President on August 29, 1994. Mr.
Monk has served as President of The William L. Bonnell Company, Inc. and Capitol
Products Corporation since February 23, 1993. He also served as Director of
Operations of Tredegar's Aluminum Division.
Anthony J. Rinaldi. Mr. Rinaldi was elected Vice President on February 27, 1992.
Mr. Rinaldi has served as General Manager of Tredegar Film Products since July
1, 1991 and as President of Film Products since April 23, 1993. During 1991, he
also served as Managing Director of European operations. Mr. Rinaldi served as
Director of Sales and Marketing for Tredegar Film Products from July 10, 1989 to
June, 1991.
Frederick P. Woods. Mr. Woods served as Vice President, Employee Relations from
July 10, 1989 until December, 1993, when his position was changed to Vice
President, Personnel.
8
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The information contained on page 51 of the Annual Report
under the captions "Dividend Information," "Stock Listing" and
"Market Prices of Common Stock and Shareholder Data" is
incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA
The information for the eight years ended December 31, 1997,
contained in the "Eight-Year Summary" on pages 18 and 19 of
the Annual Report is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The textual and tabular information concerning the years 1997,
1996 and 1995 contained on pages 20-22, 24-30, 32 and 33
of the Annual Report is incorporated herein by reference.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Tredegar has exposure, among others, to the volatility of
polyethylene resin prices, aluminum ingot and scrap prices,
foreign currencies, emerging markets, interest rates and
technology stocks. Changes in resin prices, and the timing
thereof, could have a significant impact on profit margins in
Film Products; however, such changes are generally followed by
a corresponding change in selling prices. Profit margins in
Aluminum Extrusions are sensitive to fluctuations in aluminum
ingot and scrap prices but are also generally followed by a
corresponding change in selling prices; however, there is no
assurance that higher ingot costs can be passed along to
customers.
In the normal course of business, Tredegar enters into
fixed-price forward sales contracts with certain customers for
the sale of fixed quantities of aluminum extrusions at
scheduled intervals. In order to hedge its exposure to
aluminum price volatility under these fixed-price
arrangements, which generally have a duration of not more than
12 months, the company enters into a combination of forward
purchase commitments and futures contracts to acquire
aluminum, based on the scheduled deliveries. For further
information, see Note 5 on page 41 of the Annual Report.
9
Tredegar sells to customers in foreign markets through its
foreign operations and through export sales from its plants in
the U.S. Tredegar estimates that approximately $28.5 million
or 38.5% of its 1997 consolidated pretax income (excluding
unusual items and technology-related net investment gains)
relates to such sales, of which (i) $16.6 million relates to
income generated from sales and costs denominated in, or
indexed to, U.S. Dollars (primarily export sales out of the
U.S. to the Far East and Latin America), (ii) $7.9 million
relates to income generated from sales and costs primarily
denominated in German Marks and Dutch Guilders, and (iii) $4
million relates to income generated from sales and costs
denominated in the currencies of Brazil and Argentina.
Generally, Tredegar views the volatility of foreign currencies
and emerging markets as part of the overall risk of operating
in such environments and, accordingly, adjusts the required
rate of return on such investments.
At December 31, 1997, Tredegar was underleveraged with cash
and cash equivalents of $120.1 million (approximately $58
million on a pro forma basis including the recent "Dutch
Auction" tender offer and the recent acquisition of two
aluminum extrusion and fabrication plants in Canada) and debt
of only $30 million. Debt outstanding consisted of a note with
interest payable semi-annually at 7.2% per year. Annual
principal payments of $5 million are due each June through
2003. Tredegar also has a revolving credit facility that
permits borrowings of up to $275 million (no amounts borrowed
at December 31, 1997). The facility matures on July 9, 2002,
with an annual extension of one year permitted subject to the
approval of participating banks. See Note 9 on page 43 of the
Annual Report for further information on debt and credit
agreements. Tredegar expects that with future acquisitions,
capital expenditures, investments, stock repurchases and
dividends, its net debt-to-net capitalization ratio would
generally range from 30% to 50%. In such situation, Tredegar
anticipates that its floating-rate debt would comprise about
50% of its total debt.
Tredegar has investments in private venture capital fund
limited partnerships and early-stage technology companies,
including the stock of privately held companies and the
restricted and unrestricted stock of companies that have
recently registered shares in initial public offerings.
Investments in non-public companies are illiquid and the
investments in public companies are subject to the volatility
of equity markets and technology stocks. For further
information, see Note 6 on page 42 of the Annual Report.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements contained on pages 35-
38, the notes to financial statements contained on pages 39-
50, the report of independent accountants on page 34, and the
information under the caption "Selected Quarterly Financial
Data (Unaudited)" on page 31 and related notes on page 32-33
of the Annual Report are incorporated herein by reference.
10
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
11
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained on pages 2-4 of the Proxy Statement
under the caption "Election of Directors" concerning directors
and persons nominated to become directors of Tredegar is
incorporated herein by reference. See "Executive Officers of
Tredegar" at the end of Part I above for information about
the executive officers of Tredegar.
The information contained on pages 4-7 of the Proxy Statement
under the caption "Stock Ownership" is incorporated herein by
reference.
Item 11. EXECUTIVE COMPENSATION
The information contained on pages 7-15 of the Proxy Statement
under the caption "Compensation of Executive Officers and
Directors" concerning executive compensation is incorporated
herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The information contained on pages 4-7 of the Proxy Statement
under the caption "Stock Ownership" is incorporated herein by
reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
12
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) Documents:
(1) Financial statements - the following consolidated
financial statements of the registrant are included
on pages 34 - 50 in the Annual Report and are
incorporated herein by reference in Item 8.
Report of independent accountants.
Consolidated balance sheets as of December 31, 1997
and 1996.
Consolidated statements of income, cash flows and
shareholders' equity for the years ended December 31,
1997, 1996 and 1995.
Notes to financial statements.
(2) None.
(3) Exhibits
3.1 Amended and Restated Articles of
Incorporation of Tredegar (filed as
Exhibit 3.1 to Tredegar's Annual Report
on Form 10-K for the year ended December
31, 1989, and incorporated herein by
reference)
3.2 Amended By-laws of Tredegar (filed as
Exhibit 3 to Tredegar's Quarterly Report
on Form 10-Q for the quarter ended June
30, 1997, and incorporated herein by
reference)
4.1 Form of Common Stock Certificate (filed
as Exhibit 4.3 to Tredegar's Annual
Report on Form 10-K for the year ended
December 31, 1989, and incorporated
herein by reference)
4.2 Rights Agreement dated as of June 15,
1989, between Tredegar and NationsBank of
Virginia, N.A. (formerly Sovran Bank,
N.A.), as Rights Agent (filed as Exhibit
4.4 to Tredegar's Annual Report on Form
10-K for the year ended December 31,
1989, and incorporated herein by
reference)
4.2.1 Amendment and Substitution Agreement
(Rights Agreement) dated as of July 1,
1992, by and among Tredegar, NationsBank
of Virginia, N.A. (formerly Sovran Bank,
N.A.) and American Stock Transfer & Trust
Company (filed as Exhibit 4.2.1 to
Tredegar's Annual Report on Form 10-K for
the year ended December 31, 1992, and
incorporated herein by reference)
4.3 Loan Agreement dated June 16, 1993
between Tredegar and Metropolitan Life
Insurance Company (filed as Exhibit 4 to
Tredegar's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993, and
incorporated herein by reference)
13
4.3.1 Consent and Agreement dated September 26,
1995, between Tredegar Industries, Inc.
and Metropolitan Life Insurance Company
(filed as Exhibit 4.2 to Tredegar's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995, and
incorporated herein by reference)
4.3.2 First Amendment to Loan Agreement dated
as of October 31, 1997 between Tredegar
and Metropolitan Life Insurance Company
(filed herewith)
4.4 Revolving Credit Facility Agreement dated
as of July 9, 1997 among Tredegar
Industries, Inc., the banks named
therein, The Chase Manhattan Bank as
Administrative Agent, NationsBank, N.A.
as Documentation Agent and Long-Term
Credit Bank of Japan, Limited as Co-Agent
(filed as Exhibit 4.1 to Tredegar's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, and
incorporated herein by reference)
4.4.1 First Amendment to Revolving Credit
Facility Agreement dated as of October
31, 1997 among Tredegar Industries, Inc.,
the banks named therein, The Chase
Manhattan Bank as Administrative Agent,
NationsBank, N.A. as Documentation Agent
and Long-Term Credit Bank of Japan,
Limited as Co-Agent (filed herewith)
10.1 Reorganization and Distribution Agreement
dated as of June 1, 1989, between
Tredegar and Ethyl Corporation ("Ethyl")
(filed as Exhibit 10.1 to Tredegar's
Annual Report on Form 10-K for the year
ended December 31, 1989, and incorporated
herein by reference)
*10.2 Employee Benefits Agreement dated as of
June 1, 1989, between Tredegar and Ethyl
(filed as Exhibit 10.2 to Tredegar's
Annual Report on Form 10-K for the year
ended December 31, 1989, and incorporated
herein by reference)
10.3 Tax Sharing Agreement dated as of June 1,
1989, between Tredegar and Ethyl (filed
as Exhibit 10.3 to Tredegar's Annual
Report on Form 10-K for the year ended
December 31, 1989, and incorporated
herein by reference)
10.5 Indemnification Agreement dated as of
June 1, 1989, between Tredegar and Ethyl
(filed as Exhibit 10.5 to Tredegar's
Annual Report on Form 10-K for the year
ended December 31, 1989, and incorporated
herein by reference)
*10.6 Tredegar 1989 Incentive tock Option Plan
(included as Exhibit A to the Prospectus
contained in the Form S-8 Registration
Statement No. 33-31047, and incorporated
herein by reference)
*10.7 Tredegar Bonus Plan (filed as Exhibit
10.7 to Tredegar's Annual Report on Form
10-K for the year ended December 31,
1989, and incorporated herein by
reference)
*10.8 Savings Plan for the Employees of
Tredegar (filed as Exhibit 4 to the Form
S-8 Registration Statement No. 33-64647,
and incorporated herein by reference)
*10.9 Tredegar Retirement Income Plan (filed as
Exhibit 10.9 to Tredegar's Annual Report
on Form 10-K for the year ended December
31, 1990, and incorporated herein by
reference)
*10.10 Tredegar 1992 Omnibus Stock Incentive
Plan (filed as Exhibit 10.12 to
Tredegar's Annual Report on Form 10-K for
the year ended December 31, 1991, and
incorporated herein by reference)
14
*10.11 Tredegar Industries, Inc. Retirement
Benefit Restoration Plan (filed as
Exhibit 10.13 to Tredegar's Annual Report
on Form 10-K for the year ended December
31, 1993, and incorporated herein by
reference)
*10.12 Tredegar Industries, Inc. Savings Plan
Benefit Restoration Plan(filed as Exhibit
10.14 to Tredegar's Annual Report on Form
10-K for the year ended December 31,
1993, and incorporated herein by
reference)
*10.13 Tredegar Industries, Inc. 1996 Incentive
Plan (filed as Exhibit 10.14 to
Tredegar's Annual Report on Form 10-K for
the year ended December 31, 1996, and
incorporated herein by reference)
*10.14 Consulting Agreement made as of March 31,
1996 between Tredegar and Richard W.
Goodrum (filed herewith)
*10.14.1 First Amendment to Consulting Agreement
made as of July 1, 1997 between Tredegar
and Richard W. Goodrum (filed herewith)
13 Tredegar Annual Report to Shareholders
for the year ended December 31, 1997 (See
Note 1)
21 Subsidiaries of Tredegar
23.1 Consent of Independent Accountants
27 Financial Data Schedule
*The marked items are management contracts or compensatory
plans, contracts or arrangements required to be filed as
exhibits to this Form 10-K.
(b) Reports on Form 8-K
None
(c) Exhibits
The response to this portion of Item 14 is submitted as a
separate section of this report.
(d) Financial Statement Schedules
None
Note 1. With the exception of the information incorporated in this Form
10-K by reference thereto, the Annual Report shall not be deemed
"filed" as a part of Form 10-K.
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TREDEGAR INDUSTRIES, INC.
(Registrant)
Dated: February 25, 1998 By /s/ John D. Gottwald
-------------------------
John D. Gottwald
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on February 25, 1998.
Signature Title
/s/ John D. Gottwald President
(John D. Gottwald) (Principal Executive Officer
and Director)
/s/ N. A. Scher Executive Vice President
(Norman A. Scher) and Director
(Principal Financial Officer)
/s/ D. Andrew Edwards Treasurer and Corporate Controller
(D. Andrew Edwards) (Principal Accounting Officer)
/s/ Austin Brockenbrough, III Director
(Austin Brockenbrough, III)
/s/ Phyllis Cothran Director
(Phyllis Cothran)
/s/ R. W. Goodrum Director
(Richard W. Goodrum)
16
/s/ Floyd D. Gottwald, Jr. Director
(Floyd D. Gottwald, Jr.)
/s/ William M. Gottwald Director
(William M. Gottwald)
/s/ Andre B. Lacy Director
(Andre B. Lacy)
/s/ Richard L. Morrill Director
(Richard L. Morrill)
/s/ Emmett J. Rice Director
(Emmett J. Rice)
17
EXHIBIT INDEX
3.1 Amended and Restated Articles of Incorporation of Tredegar (filed as
Exhibit 3.1 to Tredegar's Annual Report on Form 10-K for the year
ended December 31, 1989, and incorporated herein by reference)
3.2 Amended By-laws of Tredegar (filed as Exhibit 3 to Tredegar's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997,
and incorporated herein by reference)
4.1 Form of Common Stock Certificate (filed as Exhibit 4.3 to Tredegar's
Annual Report on Form 10-K for the year ended December 31, 1989, and
incorporated herein by reference)
4.2 Rights Agreement dated as of June 15, 1989, between Tredegar and
NationsBank of Virginia, N.A. (formerly Sovran Bank, N.A.), as
Rights Agent (filed as Exhibit 4.4 to Tredegar's Annual Report on
Form 10-K for the year ended December 31, 1989, and incorporated
herein by reference)
4.2.1 Amendment and Substitution Agreement (Rights Agreement) dated as of
July 1, 1992, by and among Tredegar, NationsBank of Virginia, N.A.
(formerly Sovran Bank, N.A.) and American Stock Transfer & Trust
Company (filed as Exhibit 4.2.1 to Tredegar's Annual Report on Form
10-K for the year ended December 31, 1992, and incorporated herein
by reference)
4.3 Loan Agreement dated June 16, 1993 between Tredegar and Metropolitan
Life Insurance Company (filed as Exhibit 4 to Tredegar's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1993, and
incorporated herein by reference)
4.3.1 Consent and Agreement dated September 26, 1995, between Tredegar
Industries, Inc. and Metropolitan Life Insurance Company (filed as
Exhibit 4.2 to Tredegar's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995, and incorporated herein by
reference)
4.3.2 First Amendment to Loan Agreement dated as of October 31, 1997
between Tredegar and Metropolitan Life Insurance Company (filed
herewith)
4.4 Revolving Credit Facility Agreement dated as of July 9, 1997 among
Tredegar Industries, Inc., the banks named therein, The Chase
Manhattan Bank as Administrative Agent, NationsBank, N.A. as
Documentation Agent and Long-Term Credit Bank of Japan, Limited as
Co-Agent (filed as Exhibit 4.1 to Tredegar's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997, and incorporated
herein by reference)
4.4.1 First Amendment to Revolving Credit Facility Agreement dated as of
October 31, 1997 among Tredegar Industries, Inc., the banks named
therein, The Chase Manhattan Bank as Administrative Agent,
NationsBank, N.A. as Documentation Agent and Long-Term Credit Bank
of Japan, Limited as Co-Agent (filed herewith)
10.1 Reorganization and Distribution Agreement dated as of June 1, 1989,
between Tredegar and Ethyl (filed as Exhibit 10.1 to Tredegar's
Annual Report on Form 10-K for the year ended December 31, 1989, and
incorporated herein by reference)
*10.2 Employee Benefits Agreement dated as of June 1, 1989, between
Tredegar and Ethyl (filed as Exhibit 10.2 to Tredegar's Annual
Report on Form 10-K for the year ended December 31, 1989, and
incorporated herein by reference)
10.3 Tax Sharing Agreement dated as of June 1, 1989, between Tredegar and
Ethyl (filed as Exhibit 10.3 to Tredegar's Annual Report on Form
10-K for the year ended December 31, 1989, and incorporated herein
by reference)
10.5 Indemnification Agreement dated as of June 1, 1989, between Tredegar
and Ethyl (filed as Exhibit 10.5 to Tredegar's Annual Report on Form
10-K for the year ended December 31, 1989, and incorporated herein
by reference)
*10.6 Tredegar 1989 Incentive Stock Option Plan (included as Exhibit
A to the Prospectus contained in the Form S-8 Registration Statement
No. 33-31047, and incorporated herein by reference)
*10.7 Tredegar Bonus Plan (filed as Exhibit 10.7 to Tredegar's Annual
Report on Form 10-K for the year ended December 31, 1989, and
incorporated herein by reference)
*10.8 Savings Plan for the Employees of Tredegar (filed as Exhibit
4 to the Form S-8 Registration Statement No. 33-64647, and
incorporated herein by reference)
*10.9 Tredegar Retirement Income Plan (filed as Exhibit 10.9 to Tredegar's
Annual Report on Form 10-K for the year ended December 31, 1990, and
incorporated herein by reference)
*10.10 Tredegar 1992 Omnibus Stock Incentive Plan (filed as Exhibit 10.12
to Tredegar's Annual Report on Form 10-K for the year ended December
31, 1991, and incorporated herein by reference)
*10.11 Tredegar Industries, Inc. Retirement Benefit Restoration Plan (filed
as Exhibit 10.13 to Tredegar's Annual Report on Form 10-K for the
year ended December 31, 1993, and incorporated herein by reference)
*10.12 Tredegar Industries, Inc. Savings Plan Benefit Restoration Plan
(filed as Exhibit 10.14 to Tredegar's Annual Report on Form 10-K
for the year ended December 31, 1993, and incorporated herein by
reference)
*10.13 Tredegar Industries, Inc. 1996 Incentive Plan (filed as Exhibit
10.14 to Tredegar's Annual Report on Form 10-K for the year ended
December 31, 1996, and incorporated herein by reference)
*10.14 Consulting Agreement made as of March 31, 1996 between Tredegar and
Richard W. Goodrum (filed herewith)
*10.14.1 First Amendment to Consulting Agreement made as of July 1, 1997
between Tredegar and Richard W. Goodrum (filed herewith)
13 Tredegar Annual Report to Shareholders for the year ended December
31, 1997 (See Note 1)
21 Subsidiaries of Tredegar
23.1 Consent of Independent Accountants
27 Financial Data Schedule
*The marked items are management contracts or compensatory plans, contracts or
arrangements required to be filed as exhibits to this Form 10-K.
Note 1. With the exception of the information incorporated in this Form 10-K by
reference thereto, the Annual Report shall not be deemed "filed" as a part of
Form 10-K.