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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 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to __________
COMMISSION FILE NUMBER 1-10258
TREDEGAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1497771
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1100 BOULDERS PARKWAY, RICHMOND, VIRGINIA 23225
(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
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 [ ].
Aggregate market value of voting stock held by non-affiliates of the registrant
as of January 31, 1996:* $208,398,257
Number of shares of Common Stock outstanding as of January 31, 1996: 12,185,300
*In determining this figure, an aggregate of 3,890,842 shares of Common Stock,
reported in the registrant's proxy statement for the 1996 annual meeting of
shareholders as beneficially owned by Floyd D. Gottwald, Jr., Bruce C. Gottwald
and the members of their immediate families, including John D. Gottwald, 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 January 31, 1996, as reported by THE WALL
STREET JOURNAL.
- --------------------------------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Tredegar Industries, Inc.'s Annual Report to Shareholders for the
year ended December 31, 1995 (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
1996 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.
FORM 10-K TABLE OF CONTENTS/CROSS-REFERENCE
Proxy
Form 10-K Annual Report Statement
PART I page page page
1. Business .............................................................. 1-7 22-24, 29-32, 34
2. Properties............................................................. 7-9
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.. 52
6. Selected financial data................................................ 20-21
7. Management's discussion and analysis of financial condition and
results of operations.................................................. 22-24, 26-32, 34
8. Financial statements and supplementary data............................ 33-51
9. Changes in and disagreements with accountants on accounting and
financial disclosure................................................... None
PART III
10. Directors and executive officers of the registrant*.................... 9-10 18 2-4, 5
11. Executive compensation*................................................ 7-14
12. Security ownership of certain beneficial owners and management*........ 4-6
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................................. 35-51
(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 plastics, metal products and technology businesses (primarily
rational drug design research and software).
During July and August of 1995, Tredegar announced that it was
exploring the sale of Tredegar Molded Products Company and its subsidiaries
("Molded Products") and Brudi, Inc. and its subsidiaries ("Brudi"). Molded
Products and Brudi are reported as a part of continuing operations in the
Plastics and Metal Products segments, respectively. These divestitures could be
completed in the first half of 1996. Information on the net sales, operating
profit, identifiable assets, depreciation and amortization, and capital
expenditures of Molded Products and Brudi are provided on pages 22-24 and pages
42-43 of the Annual Report.
The following discussion of Tredegar's business segments should be read
in conjunction with the information contained on pages 22-24, 26-32 and 34 of
the Annual Report referred to in Item 7 below.
PLASTICS
The Plastics segment is composed of the Film Products division ("Film
Products"), Molded Products and Fiberlux, Inc. ("Fiberlux"). Film Products and
Molded Products manufacture a wide range of products including specialty films,
injection-molded products and custom injection molds. Broad application for
these products is found in films for packaging, medical, industrial,
agricultural and disposable personal hygiene products, and in molded products
for industrial, household, personal-care, medical and electronics products.
Fiberlux produces vinyl extrusions, 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, respectively. The Plastics segment competes
in all of its markets on the basis of the quality and prices of its products and
its 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 30% of the consolidated
revenues of Tredegar.
Film Products supplies embossed films and nonwoven film laminates
(cloth-like) to domestic and international manufacturers for use as backsheet in
disposable products such as baby diapers, adult incontinent products, feminine
hygiene products and hospital underpads. Film Products' primary customer for
embossed films and nonwoven film laminates for backsheet is The Procter & Gamble
Company ("P&G"), the leading global disposable diaper manufacturer. Film
Products also sells embossed films to several producers of private label
products. Film Products competes with several foreign and domestic film products
manufacturers in the backsheet market.
Film Products also supplies permeable films to P&G for use as liners in
feminine hygiene products, adult incontinent products and hospital underpads.
The processes used in manufacturing these films were developed jointly by Film
Products and P&G and are covered by applicable patents held by P&G and Tredegar.
Film Products also sells significant amounts of permeable films to international
affiliates of P&G.
P&G also purchases molded plastic products from Molded Products. 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 a line of oriented films for food packaging
and other applications under the name Monax(R) Plus. These are high strength,
high moisture barrier films that allow both cost and source reduction
opportunities over current packaging mediums.
Film Products also produces coextruded and monolayer permeable fabrics
under the name of VisPore(R). These fabrics are used to regulate fluid
transmission in many industrial, medical, agricultural and packaging markets.
Specific examples include filter plies for surgical masks and other medical
applications, permeable ground cover, thermal pouches for take-out food, natural
cheese mold release cloths and rubber bale wrap.
Differentially embossed monolayer and coextruded films are also
produced by Film Products. 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 name of
ULTRAMASK(R), are used as masking films to protect polycarbonate, acrylics and
glass from damage during fabrication, shipping and handling.
Raw Materials. The primary raw materials for films produced by Film Products are
low-density and linear low-density polyethylene resins, which Film Products
obtains from domestic and foreign suppliers at competitive prices.
Tredegar's management believes that there will be an adequate supply of
polyethylene resins in the immediate future. Changes in resin prices, and the
timing thereof, could have a significant impact on the profit margins of this
division. Resin prices are fairly volatile and are generally followed by a
corresponding change in selling prices.
- 2 -
Research and Development. Film Products has a technical center in Terre Haute,
Indiana. Film Products holds 36 U.S. patents and 14 U.S. trademarks.
Expenditures for research and development have averaged approximately $3.3
million per year during the past three years.
Molded Products
See page 1 regarding the possible divestiture of Molded Products.
Molded Products manufactures five major categories of products:
packaging products, industrial products, parts for medical products, parts for
electronics products and injection-mold tools. Packaging products represent more
than half of Molded Products' business.
Packaging Products. The packaging group produces deodorant canisters, lip balm
sticks, custom jars, plugs, fitments and closures, primarily for toiletries,
cosmetics, pharmaceuticals and personal hygiene markets. Molded Products is one
of the leading U.S. producers of lip balm sticks. Molded Products competes with
various large producers in the packaging market.
Industrial Products. Molded Products produces molded plastic parts for business
machines, media storage products, cameras, appliances and various custom
products. In the business machine area, closer tolerances, made possible by
computer-aided design and manufacturing (CAD/CAM) and engineered-grade resins,
have led to expanded high-performance applications. Molded Products works
closely with customers in the design of new industrial products and systems. The
market for such products is very competitive.
Parts for Medical and Electronics Products. Effective July 31, 1993, Molded
Products' subsidiary, Polestar Plastics Manufacturing Company, acquired the
assets of a custom molder of precision parts for the medical and electronics
markets. Products supplied to the medical market include, among others,
disposable plastic parts for laparoscopic surgery instruments, staple guns,
needle protector devices and syringe housings. Products supplied to the
electronics market include, among others, connectors for computer cables and
circuit boards.
Injection-Mold Tools. Molded Products' tooling group produces injection molds
for internal use and for sale to other custom and captive molders. Molded
Products operates one of the largest independent tool shops in the United States
in St. Petersburg, Florida.
Raw Materials. Polypropylene and polyethylene resins are the primary raw
materials used by Molded Products. Molded Products also uses polystyrene resins.
Molded Products purchases those raw materials from domestic suppliers at
competitive prices. Changes in resin prices, and the timing thereof, could have
a significant impact on the profitability of this division. Molded Products'
management believes that there will be an adequate supply of these resins in the
immediate future.
- 3 -
Research and Development. Molded Products owns five U.S. patents and one U.S.
trademarks and has spent an average of less than $100,000 each year for the last
three years for research and development. Molded Products maintains a technical
center as part of its St. Petersburg, Florida, complex.
Fiberlux
Fiberlux is a leading U.S. producer of rigid vinyl extrusions, 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.
METAL PRODUCTS
The Metal Products segment is composed of The William L. Bonnell
Company, Inc. ("Bonnell"), Capitol Products Corporation ("Capitol") and Brudi.
Bonnell and Capitol ("Aluminum Extrusions") produce soft alloy aluminum
extrusions primarily for the building and construction industry, and for
transportation and consumer durables markets. Brudi primarily produces steel
attachments and uprights for the forklift truck market.
Aluminum Extrusions
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 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. Profit
margins for products in Aluminum Extrusions are sensitive to fluctuations in
aluminum ingot and scrap prices, which account for a significant portion of
product cost. Aluminum ingot prices are fairly volatile and are generally
followed by a corresponding change in selling prices; however, there is no
assurance that higher ingot costs can be passed along to customers. Tredegar
does not expect critical shortages of aluminum or other required raw materials
and supplies.
- 4 -
Aluminum Extrusions competes primarily based on the quality and prices
of its products and its service with a number of national and regional
manufacturers in the industry.
Aluminum Extrusions holds two U.S. patents and 12 U.S. trademarks.
Brudi
See page 1 regarding the possible divestiture of Brudi.
Headquartered in Ridgefield, Washington, Brudi is the second largest
supplier of uprights and attachments for the forklift truck segment of the
domestic materials handling industry. Brudi markets its products and services,
which include in-house engineering and design capabilities, primarily to dealers
and original equipment manufacturers of forklift trucks. Markets served include
warehousing and distribution, food, fiber, primary metals, pharmaceuticals,
beverage and paper. Brudi products are made primarily from steel, which is
purchased on the open market and under contract from domestic producers.
Tredegar does not foresee critical shortages of steel or other required raw
materials and supplies.
Brudi holds eight U.S. patents and three U.S. trademarks.
TECHNOLOGY
The Technology segment is composed primarily of investments in
high-technology businesses and related research.
Molecumetics, Ltd., a subsidiary of Tredegar ("Molecumetics"),
commenced operation of its rational drug design research laboratory in Seattle,
Washington. Molecumetics provides proprietary chemistry for the synthesis of
small molecule therapeutics and vaccines. Using synthetic chemistry techniques,
researchers can fashion small-molecules that imitate the bioactive portion of
larger and more complex molecules. For customers in the pharmaceutical and
biotechnology industries, these synthetically-produced compounds offer
significant advantages over naturally occurring proteins in fighting diseases
because they are smaller and more easily absorbed in the human body, less
subject to attack by enzymes, more specific in their therapeutic activity, and
faster and less expensive to produce.
In December 1992, Tredegar acquired APPX Software, Inc. ("APPX
Software"), a supplier of flexible software development environments and
business applications software. In the first quarter of 1994, Tredegar wrote off
$9.5 million of goodwill and other intangibles in APPX Software. The write-off
was the result of management's determination that income generated by the
acquired products would not be sufficient to recover the unamortized costs
associated with the intangible software assets purchased. In addition, in the
first quarter of 1995 APPX Software was restructured in an effort to eliminate
its operating losses, which were
- 5 -
$478,000 in the first quarter of 1995 and $4.7 million in 1994. While new
product development activities have been curtailed, APPX Software continues to
sell, maintain and support existing products. In connection with the
restructuring, Tredegar recognized a first-quarter charge of $2.4 million ($1.6
million after income tax benefits). For the post-restructuring period April 1 to
December 31, 1995, APPX Software had an operating profit of $382,000. The market
for software products is very competitive and characterized by short product
life cycles.
Molecumetics holds three U.S. patents and one U.S. trademark.
Molecumetics has filed a number of other patent applications with respect to its
technology. APPX Software owns four U.S. copyrights and holds one U.S.
trademark. Businesses included in the Technology segment spent $5.0 million in
1995, $5.4 million in 1994 and $5.6 million in 1993 for research and
development. Research and development spending declined in 1995 due to lower
spending at APPX Software partially offset by higher spending at Molecumetics.
MISCELLANEOUS
Patents, Licenses and Trademarks. Tredegar considers patents, licenses and
trademarks to be of significance to its Plastics segment and its Molecumetics
and APPX Software subsidiaries. Tredegar routinely applies for patents on
significant patentable 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, the Plastics segment and certain of Tredegar's other
subsidiaries have licenses under patents owned by third parties.
Research and Development. During 1995, 1994 and 1993, approximately $8.8
million, $8.3 million and $9.1 million, respectively, was spent on
company-sponsored research and development activities in connection with the
businesses of Tredegar and its subsidiaries. See "Business of
Tredegar - Plastics and Other Businesses."
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.
- 6 -
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.
Employees. Tredegar and its subsidiaries employ approximately 3,300 people.
Tredegar considers its relations with its employees to be good.
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 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. Additionally, Tredegar 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 to be 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.
- 7 -
PLASTICS
The Plastics segment has the following principal plants and facilities:
LOCATION 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)
Kerkrade, the Netherlands
Sao Paulo, Brazil
San Juan, Argentina (a)
Alsip, Illinois (b) Production of molds and molded
Excelsior Springs, Missouri (c) plastic products
South Grafton, Massachusetts (c)
Graham, North Carolina (leased) (c)
St. Petersburg, Florida (2) (c)
(two production facilities
including a technical center)
Philipsburg, Pennsylvania (leased) (c)
State College, Pennsylvania (leased) (c)
Pawling, New York Production of vinyl extrusions,
Purchase, New York (headquarters) (leased) windows and patio doors
- --------
(a) Acquired by Tredegar during the first quarter of 1995.
(b) Tredegar has announced the closing or other disposition of this plant.
(c) Tredegar has announced that it is exploring the sale of Molded Products.
- 8 -
METAL PRODUCTS
The Metal Products segment has the following principal plants and
facilities:
LOCATION PRINCIPAL OPERATIONS
Carthage, Tennessee Production of aluminum
Kentland, Indiana extrusions, finishing
Newnan, Georgia
Ridgefield, Washington (d) Production of uprights
Adelaide, Australia (d) and attachments
Halifax, England (d)
TECHNOLOGY
Molecumetics leases its laboratory space in Bellevue, Washington. APPX
Software leases office space in Richmond, Virginia.
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 41 President and
Chief Executive Officer
Richard W. Goodrum 67 Executive Vice President and
Chief Operating Officer
(Retiring as of April 1, 1996)
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(d) Tredegar has announced that it is exploring the sale of Brudi.
- 9 -
Norman A. Scher 58 Executive Vice President,
Chief Financial Officer
and Treasurer
Michael W. Giancaspro 41 Vice President, Corporate
Planning
Steven M. Johnson 45 Vice President, Corporate
Development
Douglas R. Monk 50 Vice President and President,
Aluminum Extrusions
Anthony J. Rinaldi 58 Vice President and President,
Film Products
Frederick P. Woods 51 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.
STEVEN M. JOHNSON. Mr. Johnson served as Secretary of the Corporation until
February, 1994. Mr. Johnson served as Vice President, General Counsel and
Secretary from July 10, 1989, until July, 1992, when his position was changed to
Vice President, Corporate Development and Secretary.
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. 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.
- 10 -
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The information contained on page 52 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 six years ended December 31, 1995,
contained in the "Six-Year Summary" on pages 20 and 21 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 1995, 1994 and
1993 contained on pages 22 through 24, 26 through 32 and 34 of the
Annual Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements contained on pages 36 through
39, the notes to financial statements contained on pages 40 through
51, the report of independent accountants on page 35, and the
information under the caption "Selected Quarterly Financial Data
(Unaudited)" on page 33 and related notes on page 34 of the Annual
Report are incorporated herein by reference.
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 through 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 page 5 of the Proxy Statement under
the caption "Stock Ownership" is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information contained on pages 7 through 14 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 through 6 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 35 to 51 in the Annual Report and are
incorporated herein by reference in Item 8.
Report of independent accountants.
Consolidated balance sheets as of December 31, 1995 and
1994.
Consolidated statements of income, cash flows and
shareholders' equity for the years ended December 31, 1995,
1994 and 1993.
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 September 30, 1994,
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)
- 13 -
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)
4.4 Revolving Credit Facility Agreement dated as of
September 7, 1995 among Tredegar Industries,
Inc., the banks named therein, Chemical Bank as
Administrative Agent and NationsBank N.A. and
LTCB Trust Company as Co-Agents (filed as
Exhibit 4.1 to Tredegar's Quarterly Report on
Form 10-Q for the quarter ended September 30,
1995, and incorporated herein by reference)
4.5 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)
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)
10.4 Master Services Agreement dated as of June 1,
1989, between Tredegar and Ethyl (filed as Exhibit
10.4 to Tredegar's Annual Report on Form
10-K for the year ended December 31, 1989, and
incorporated herein by reference)
10.4.1 Amendment to Master Services Agreement dated
as of November 1, 1990, between Tredegar and
Ethyl (filed as Exhibit 10.4.1 to Tredegar's
Annual Report on Form 10-K for the year ended
December 31, 1990, 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)
- 14 -
*10.8 Savings Plan for the Employees of Tredegar (filed
as Exhibit 4 to the Form S-8 Registration Statement
No. 33-29582, 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 Agreement dated as of June 1, 1989, between
Tredegar and Norman A. Scher (filed as Exhibit
10.10 to Tredegar's Annual Report on Form 10-K
for the year ended December 31, 1989, and
incorporated herein by reference)
*10.11 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)
*10.12 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)
*10.13 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)
10.14 Agreement of Merger by and among Tredegar
Investments, Inc., The Elk Horn Coal
Corporation, Pen Holdings, Inc. and PHI
Acquisition Corp. made as of June 22, 1994 (filed
as Exhibit 10 to Tredegar's Quarterly
Report on Form 10-Q for the quarter ended June
30, 1994, as amended, and incorporated herein
by reference) (Schedules and exhibits
omitted; Registrant agrees to furnish a copy of any
schedule or exhibit to the Securities and Exchange
Commission upon request.)
11 Statement re: Computation of Earnings Per Share
13 Tredegar Annual Report to Shareholders for the year
ended December 31, 1995 (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
- 15 -
(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.
- 16 -
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 21, 1996 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 21, 1996.
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) Treasurer and Director
(Principal Financial Officer)
/s/ D. ANDREW EDWARDS Corporate Controller
(D. Andrew Edwards) (Principal Accounting Officer)
/s/ R. W. GOODRUM Executive Vice President and
(Richard W. Goodrum) Director
/s/ AUSTIN BROCKENBROUGH, III Director
(Austin Brockenbrough, III)
- 17 -
/s/ PHYLLIS COTHRAN Director
(Phyllis Cothran)
/s/ BRUCE C. GOTTWALD Director
(Bruce C. Gottwald)
/s/ FLOYD D. GOTTWALD, JR. Director
(Floyd D. Gottwald)
/s/ ANDRE B. LACY Director
(Andre B. Lacy)
/s/ EMMETT J. RICE Director
(Emmett J. Rice)
/s/ W. THOMAS RICE Director
(W. Thomas Rice)
- 18 -
EXHIBIT INDEX
Page
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 September 30,
1995, 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 September 30, 1993, and
incorporated herein by reference)
4.4 Revolving Credit Facility Agreement dated as of September 7, 1995
among Tredegar Industries, Inc., the banks named therein, Chemical
Bank as Administrative Agent and NationsBank N.A. and LTCB Trust
Company as Co-Agents (filed as Exhibit 4.1 to Tredegar's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995, and
incorporated herein by reference)
4.5 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)
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)
10.4 Master Services Agreement dated as of June 1, 1989, between Tredegar
and Ethyl (filed as Exhibit 10.4 to Tredegar's Annual Report on Form
10-K for the year ended December 31, 1989, and incorporated herein
by reference)
10.4.1 Amendment to Master Services Agreement dated as of November 1, 1990,
between Tredegar and Ethyl (filed as Exhibit 10.4.1 to Tredegar's
Annual Report on Form 10-K for the year ended December 31, 1990, 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. 33-29582, 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 Agreement dated as of June 1, 1989, between Tredegar and
Norman A. Scher (filed as Exhibit 10.10 to Tredegar's Annual
Report on Form 10-K for the year ended December 31, 1989, and
incorporated herein by reference)
*10.11 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)
*10.12 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)
*10.13 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)
10.14 Agreement of Merger by and among Tredegar Investments, Inc., The Elk
Horn Coal Corporation, Pen Holdings, Inc. and PHI Acquisition Corp.
made as of June 22, 1994 (filed as Exhibit 10 to Tredegar's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994,
as amended, and incorporated herein by reference) (Schedules and
exhibits omitted; Registrant agrees to furnish a copy of any
schedule or exhibit to the Securities and Exchange Commission upon
request.)
11 Statement re: Computation of Earnings Per Share
13 Tredegar Annual Report to Shareholders for the year ended December
31, 1995 (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.