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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, 1993
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 [X].
Aggregate market value of voting stock held by non-affiliates of the
registrant as of January 31, 1994:* $126,257,342.50
Number of shares of Common Stock outstanding as of January 31, 1994:
10,895,611
*In determining this figure, an aggregate of 2,616,441 shares of Common
Stock, reported in the registrant's proxy statement for the 1994 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, 1994, 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, 1993 (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 1994 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
Annual Proxy
Form 10-K Report Statement
Part I page page page
1. Business . . . . . . . . . . . . . . . . . . 1-8 19-24, 26
2. Properties . . . . . . . . . . . . . . . . . 8-10
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 . . . . . . . . 40
6. Selected financial data. . . . . . . . . . . 14
7. Management's discussion and analysis of
financial condition and results of
operations. . . . . . . . . . . . . . . . . 16-24, 26
8. Financial statements and supplementary data. 25-39
9. Changes in and disagreements with
accountants on accounting and financial
disclosure . . . . . . . . . . . . . . . . None
Part III
10. Directors and executive officers of the
registrant* . . . . . . . . . . . . . . . . 10-12 12 2-4, 6
11. Executive compensation*. . . . . . . . . . . 9-15
12. Security ownership of certain beneficial
owners and management*. . . . . . . . . . . 5-8
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 . . . . . . . 27-39
(2) Financial statement schedules. . . S-3 -
S-4
(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") was formed under the laws of the
Commonwealth of Virginia as a subsidiary of Ethyl Corporation ("Ethyl") on
June 1, 1988. On July 10, 1989, Ethyl distributed all of the outstanding
Tredegar common stock, no par value (the "Common Stock"), to the holders of
Ethyl common stock at the close of business on that day. Since July 10,
1989, Tredegar has been a publicly held operating company. Tredegar is
engaged directly or through subsidiaries in plastics, metal products, energy
and other businesses (primarily software and rational drug design research).
Tredegar's Energy segment is composed of its coal subsidiary, The Elk Horn
Coal Corporation ("Elk Horn"), and oil and gas properties located in Western
Canada. On February 4, 1994, Tredegar sold its remaining oil and gas
properties. In addition, in November 1993, Tredegar announced that it is
pursuing the sale of Elk Horn. Assuming Elk Horn can be sold on terms
agreeable to Tredegar, the sale is expected to be completed by mid-1994.
Tredegar's Energy segment has been reported as discontinued operations.
The following discussion of Tredegar's businesses should be read in
conjunction with the information contained in the "Financial Review" section
of the Annual Report referred to in Item 7 below.
Plastics
The Plastics segment is composed of the Film Products division ("Film
Products"), Tredegar Molded Products Company ("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, industrial, agricultural and disposable personal
products, including diapers, 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 and Brazil, 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 the largest U.S. supplier of embossed and
permeable films for disposable personal products. In each of the last three
years, this class of products accounted for more than 20% of the consolidated
revenues of Tredegar.
Film Products supplies embossed films to domestic and international
manufacturers for use as backsheet in such disposable products as baby
diapers, adult incontinent products, feminine hygiene pads and hospital
underpads. Film Products' primary customer for embossed films for backsheet
is The Procter & Gamble Company ("P&G"), the leading 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.
In response to environmental concerns, Film Products has been involved
in the development of new materials to replace the existing backsheet for
disposable diapers with a more environmentally friendly material.
In 1991, Film Products' U.S. disposable diaper backsheet volume declines
due to downgauging (i.e., making thinner films) were offset by higher volume
from increased P&G market share. In 1992, Film Products' U.S. disposable
diaper backsheet volume declined significantly due to lower P&G market share.
The economic recession caused many consumers to seek lower priced private
label diapers. In 1993, P&G's U.S. diaper market share stabilized resulting
in backsheet volumes roughly equal to 1992. On an international basis, 1993
backsheet sales were slightly higher than 1992. Overall, 1993 backsheet
volumes were higher than 1992 but below 1990 and 1991 levels.
Film Products supplies permeable films to P&G for use as topsheet in
adult incontinent products, feminine hygiene 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.
In 1991, permeable film volumes improved over 1990 due to higher
international sales, primarily in the Far East. In 1992, volumes improved
over 1991 due to higher sales in all geographic areas. In 1993, permeable
film volumes declined in the U.S. and Far East, partially offset by increases
in Europe and Latin America. Overall, 1993 permeable film volumes were below
1992 and level with 1991.
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 under the name
MONAX(R). These are high strength, high moisture barrier films that allow both
cost and source reduction opportunities over current packaging mediums.
During 1994, Film Products will concentrate on increasing awareness of MONAX(R)
film and the development of heat sealable versions that can be used by end-
users in food, industrial, and medical packaging markets.
Film Products also produces coextruded and monolayer permeable formed
films under the name of VisPore(R). These films are used to regulate fluid
transmission in many industrial, medical, agricultural and packaging markets.
Specific examples include rubber bale wrap, filter plies for surgical masks
and other medical applications, permeable ground cover and cook-in-bag for
rice and pasta.
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 that protect polycarbonate, acrylics
and glass from damage during fabrication, shipping and handling.
In January 1994, Film Products announced its intention to sell or close
its Flemington, New Jersey, plant in order to exit the non-strategic
conventional films business (single layer, blown polyethylene film used
primarily for general purpose industrial packaging).
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 profitability of
this division.
Research and Development. Film Products has a technical center in Terre
Haute, Indiana. Film Products holds 35 U.S. patents and nine U.S.
trademarks. Expenditures for research and development have averaged
approximately $3.3 million per year during the past three years.
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 the leading U.S. producer 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 modern
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
Product's 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 resin are the primary raw
materials used by Molded Products. Molded Products also uses polystyrene
resins. Molded Products purchases these 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.
Research and Development. Molded Products owns eight U.S. patents and has
spent an average of $.3 million 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.
Metal Products
The Metal Products segment is composed of The William L. Bonnell
Company, Inc. ("Bonnell"), Capitol Products Corporation ("Capitol") and
Brudi, Inc. ("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,
acquired by Tredegar in April 1991, 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 a 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 significant
fluctuations in aluminum ingot and scrap prices, which account for more than
40 percent of product cost. Tredegar does not expect critical shortages of
aluminum or other required raw materials and supplies.
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.
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.
During 1992, Brudi acquired the assets of a materials handling company
in Halifax, United Kingdom to serve the European market.
Energy
The Energy segment is composed of Elk Horn and oil and gas properties
located in Western Canada. On February 4, 1994, Tredegar sold its remaining
oil and gas properties. In addition, in November 1993, Tredegar announced
that it is pursuing the sale of Elk Horn. Assuming Elk Horn can be sold on
terms agreeable to Tredegar, the sale is expected to be completed by mid-
1994. Tredegar's Energy segment has been reported as discontinued
operations.
Coal
Elk Horn, an approximately 97 percent owned subsidiary, obtains income
from royalties by leasing part of its Eastern Kentucky mineral rights
(approximately 142,000 acres) for mining coal. The coal is generally
characterized as high-volatility, bituminous A-rank with low sulphur content.
Based on recent changes to the methodology used in classifying coal reserves,
Elk Horn estimates that, as of January 1, 1993, its proven and probable raw
recoverable reserves (reserves before any losses due to beneficiation)
approximate 124 million tons and 86 million tons, respectively. During the
last five years, Elk Horn's reserves have been mined at volumes ranging from
4 million to 6.2 million tons per year. Elk Horn leases its mineral rights
to coal operators, who mine the coal and pay royalties based on their sales
revenues. Elk Horn also uses independent contractors to mine coal. Elk Horn
sells coal on the open market on the basis of price and quality.
In January 1991, Elk Horn entered the coal trading business through a
new subsidiary. The Elk Horn Coal Sales Corporation facilitates the sale of
coal to customers from Elk Horn's production and from independent operators
mining non-Elk Horn reserves throughout Central Appalachia. Tredegar is
negotiating the sale of Elk Horn's coal trading business independently from
its other coal operations.
Oil and Gas
Tredegar sold its remaining oil and gas properties on February 4, 1994
for approximately $8 million. This transaction resulted in a gain of
approximately $6.1 million ($3.9 million after income taxes), which will be
recognized in 1994.
Other Businesses
The Other segment is composed primarily of investments in high-
technology businesses and related research.
In December 1992, Tredegar acquired APPX Software, Inc. (formerly
Kennedy & Company, Inc.) ("APPX Software"), a supplier of flexible software
development environments and business applications software. Headquartered
in Richmond, Virginia, APPX Software's leading product is a proprietary
application software development tool called APPX(R). APPX enables software
designers and programmers to develop and modify business applications
software much faster than customary programming techniques. APPX can run on
a variety of computers and is designed to adapt to changing hardware
environments. The market for software products is very competitive and
characterized by short product life cycles.
During 1992, 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.
APPX Software owns four U.S. copyrights. Molecumetics has filed a
number of patent applications with respect to its technology. Businesses
included in the Other segment spent $5.6 million in 1993 and $1.9 million in
1992 for research and development.
Miscellaneous
Patents, Licenses and Trademarks. Tredegar considers patents, licenses and
trademarks to be of significance to its Plastics segment and its APPX
Software and Molecumetics subsidiaries. Tredegar routinely applies for
patents on significant patentable developments with respect to all of its
businesses. Tredegar and its subsidiaries now own numerous patents with
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 1993, 1992 and 1991, approximately $9.1
million, $5.0 million and $4.5 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.
Municipal, state and federal governments continue to consider
restrictions on the disposal of plastic products. Several states have
enacted such restrictions. The Plastics segment is conducting research into
source reduction through improved product quality and reduced plastic product
content and into the development of degradable films at its Terre Haute,
Indiana, research and development facility. At present, Tredegar cannot
determine the likely impact of proposed restrictions on the Plastics segment.
From time to time the Environmental Protection Agency (the "EPA") 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 four 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.
Capital expenditures for pollution abatement and OSHA projects were
about $.4 million, $.8 million and $3.6 million in 1993, 1992 and 1991,
respectively. In 1991, approximately $2.3 million in capital expenditures
was related to the finishing operations in Aluminum Extrusions. Future
capital expenditures for pollution abatement and OSHA projects are expected
to approximate 1993 and 1992 levels.
Employees. Tredegar and its subsidiaries employ approximately 3,500 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.
Plastics
The Plastics segment has the following principal plants and facilities:
Location Principal Operations
Carbondale, Pennsylvania Production of plastic films
Flemington, New Jersey*
Fremont, California*
LaGrange, Georgia
Manchester, Iowa
New Bern, North Carolina
Tacoma, Washington
Terre Haute, Indiana (2)
(technical center and
production facility)
Kerkrade, the Netherlands
Sao Paulo, Brazil
Alsip, Illinois Production of molds and molded
Excelsior Springs, Missouri plastic products
South Grafton, Massachusetts
St. Petersburg, Florida (3)
(technical center and
two production
facilities)
Phillipsburg, Pennsylvania
State College, Pennsylvania
Pawling, New York Production of vinyl extrusions,
Purchase, New York (headquarters) windows and patio doors
South Bend, Indiana
*Tredegar has announced the closing or other disposition of these plants
during 1994.
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 Production of uprights
Kelso, Washington and attachments
Adelaide, Australia
Halifax, United Kingdom
Energy
See page 5
Other Businesses
APPX Software leases office space in Richmond, Virginia. Molecumetics
leases its laboratory space in Bellevue, 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 39 President and
Chief Executive Officer
Richard W. Goodrum 65 Executive Vice President and
Chief Operating Officer
Norman A. Scher 56 Executive Vice President,
Chief Financial Officer
and Treasurer
Michael W. Giancaspro 39 Vice President, Corporate
Planning
Steven M. Johnson 43 Vice President, Corporate
Development
Anthony J. Rinaldi 56 Vice President and General
Manager, Film Products
Frederick P. Woods 49 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. The business experience
during the past five years of the executive officers is set forth below.
John D. Gottwald. Mr. Gottwald was Corporate Vice President-Aluminum,
Plastics and Energy of Ethyl from January 1, 1989, until July 10, 1989.
Richard W. Goodrum. Mr. Goodrum was the Divisional Vice President-Aluminum,
Plastics, and Energy of Ethyl from January 1, 1989, until July 10, 1989.
Norman A. Scher. Until July 10, 1989, Mr. Scher was a partner in the law
firm of Hunton & Williams, where he was a member of the firm's corporate and
securities team. He was an assistant managing partner in the firm for many
years, and since 1982 had primary responsibility for financial and planning
activities.
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. Mr. Giancaspro was Plant Manager of
Ethyl Film Products' Carbondale plant from April 1988 until March 1989.
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. Mr. Johnson served
as counsel to the law firm of Hunton & Williams in Richmond, Virginia, from
March, 1989, until July 10, 1989.
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. In 1985, Mr.
Rinaldi became Director of Sales & Marketing for Ethyl Film Products.
Frederick P. Woods. Mr. Woods served as Vice President, Employee Relations
until December, 1993, when his position was changed to Vice President,
Personnel. Mr. Woods served as Director of Employee Relations for Ethyl from
February 1, 1988, until July 10, 1989.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The information contained on page 40 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 five years ended December 31, 1993,
contained in the "Five-Year Summary" on page 14 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 1993, 1992
and 1991 contained on pages 16 through 24 and page 26 of the Annual
Report is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements contained on pages 28 through
31, the notes to financial statements contained on pages 32 through
39, the report of independent accountants on page 27, and the
information under the caption "Selected Quarterly Financial Data
(Unaudited)" on pages 25 and 26 of the Annual Report are
incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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 6 of the Proxy Statement under
the caption "Stock Ownership" is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information contained on pages 9 through 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 5 through 8 of the Proxy
Statement under the caption "Stock Ownership" is incorporated
herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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 27 to 39
in the Annual Report and are incorporated herein by reference
in Item 8.
Report of independent accountants.
Consolidated balance sheets as of December 31, 1993 and 1992.
Consolidated statements of income, shareholders' equity and
cash flows for the years ended December 31, 1993, 1992 and
1991.
Notes to financial statements.
(2) See Index to Financial Statement Schedules on page S-1.
(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
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
4.3 Competitive Advance and Revolving Credit Agreement
dated as of June 16, 1989, among Tredegar, the Banks
named therein and Chemical Bank, as Agent (filed as
Exhibit 4.2 to Tredegar's Annual Report on Form 10-K
for the year ended December 31, 1989, and incorporated
herein by reference)
4.3.1 First Amendment to the Competitive Advance and
Revolving Credit Agreement dated as of September 15,
1990, among Tredegar, the Banks named therein and
Chemical Bank, as Agent (filed as Exhibit 4.2.1 to
Tredegar's Annual Report on Form 10-K for the year
ended December 31, 1990, and incorporated herein by
reference)
4.3.2 Second Amendment to the Competitive Advance and
Revolving Credit Agreement, dated as of December 6,
1991, among Tredegar, the Banks named therein and
Chemical Bank, as Agent (filed as Exhibit 4.4.2 to
Tredegar's Annual Report on Form 10-K for the year
ended December 31, 1991, and incorporated herein by
reference)
4.3.3 Third Amendment to the Competitive Advance and
Revolving Credit Agreement, dated as of June 8, 1992,
among Tredegar, the Banks named therein and Chemical
Bank, as Agent (filed as Exhibit 4.4.3 to Tredegar's
Annual Report on Form 10-K for the year ended December
31, 1992, and incorporated herein by reference)
4.3.4 Fourth Amendment, dated as of August 20, 1993, to the
Competitive Advance and Revolving Credit Agreement
among Tredegar, the Banks named therein and Chemical
Bank, as Agent (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 Loan Agreement dated as of June 8, 1992, among
Tredegar, the Banks named therein and LTCB Trust
Company, as Agent (filed as Exhibit 4 to Tredegar's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992, and incorporated herein by reference)
4.4.1 Accession Agreement dated August 3, 1992, among
Tredegar, the Banks named in the Loan Agreement dated
as of June 8, 1992 and LTCB Trust Company, as Agent
(filed as Exhibit 4.5.1 to Tredegar's Annual Report on
Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference)
4.5 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)
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 Stock and Warrant Purchase Agreement dated as of
February 15, 1991, by and between Tredegar Investments,
Inc. and Clinical Technologies Associates, Inc. (now
Emisphere Technologies, Inc.) (filed as Exhibit 10.11
to Tredegar's Annual Report on Form 10-K for the year
ended December 31, 1991, and incorporated herein by
reference)
10.11.1 Agreement dated as of October 23, 1992, by and among
Tredegar Investments, Inc., Emisphere Technologies,
Inc., Michael M. Goldberg, M.D. and Sam J. Milstein,
Ph.D. (filed as Exhibit 10.11.1 to Tredegar's Annual
Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference)
10.11.2 Letter Agreement dated December 30, 1992, by and
between Tredegar Investments, Inc. and Emisphere
Technologies, Inc. (filed as Exhibit 10.11.2 to
Tredegar's Annual Report on Form 10-K for the year
ended December 31, 1991, and incorporated herein by
reference)
*10.12 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)
*10.13 Tredegar Industries, Inc. Retirement Benefit
Restoration Plan
*10.14 Tredegar Industries, Inc. Savings Plan Benefit
Restoration Plan
11 Computations of earnings per share
13 Tredegar Annual Report to Shareholders for the year
ended December 31, 1993 (See Note 1)
21 Subsidiaries of Tredegar
23.1 Consent of Independent Accountants
*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
The response to this portion of Item 14 is submitted as a separate
section of this report.
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.
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, 1994 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, 1994.
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/ 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/ James F. Miller Director
(James F. Miller)
/s/ Emmett J. Rice Director
(Emmett J. Rice)
/s/ W. Thomas Rice Director
(W. Thomas Rice)
TREDEGAR INDUSTRIES, INC.
INDEX TO FINANCIAL STATEMENT SCHEDULES
Page
Report of Independent Accountants on Financial
Statement Schedules S-2
Schedule V - Property, Plant and Equipment for the
years ended December 31, 1993, 1992 and 1991 S-3
Schedule VI - Accumulated Depreciation and Amortization
of Property, Plant and Equipment for the years
ended December 31, 1993, 1992 and 1991 S-4
Report of Independent Accountants
on Financial Statement Schedules
To the Board of Directors and
Shareholders of Tredegar
Industries, Inc.:
Our report on the consolidated financial statements of Tredegar Industries,
Inc. and Subsidiaries has been incorporated by reference in this Form 10-K
from page 27 of the 1993 Annual Report to Shareholders of Tredegar
Industries, Inc. In connection with our audits of such financial statements,
we have also audited the related financial statement schedules listed in the
index on page S-1 of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
Coopers & Lybrand
Richmond, Virginia
January 17, 1994
Schedule V -- Property, Plant and Equipment(1)
Tredegar Industries, Inc. and Subsidiaries
For years ended December 31, 1993, 1992 and 1991
(In thousands)
Beginning Ending
1993 Balance Additions Retirements Other Balance
Land and land improvements $ 5,368 $ 2,290 $ 182 $ (282)(2) $ 7,194
Buildings 46,839 758 727 (381)(2) 46,608
119 (3)
Machinery and equipment 259,151 13,432 12,886 5,234 (2) 270,131
4,648 (3)
552 (4)
Total $311,358 $16,480 $13,795 $ 9,890 $323,933
1992
Land and land improvements $ 4,165 $ 141 $ 5 $ 823 (2) $ 5,368
244 (3)
Buildings 41,575 1,968 324 1,949 (2) 46,839
1,671 (3)
Machinery and equipment 248,435 18,596 14,537 2,578 (2) 259,151
4,079 (3)
Total $294,175 $20,705 $14,866 $ 11,344 $311,358
1991
Land and land improvements $ 3,866 $ 111 $ 15 $ (607)(2) $ 4,165
981 (3)
(171)(5)
Buildings 41,098 1,616 895 (3,687)(2) 41,575
4,709 (3)
(1,266)(5)
Machinery and equipment 226,230 19,633 9,145 (2,221)(2) 248,435
4,467 (3)
(13,165)(5)
22,636 (6)
Total $271,194 $21,360 $10,055 $ 11,676 $294,175
Depreciation is computed on the straight-line basis over the estimated useful
lives of the related assets, resulting in annual depreciation rates of:
Land improvements: 5% - 10%
Buildings: 2.5% - 5%
Machinery and equipment: 5% - 33.3%
(1) Continuing operations.
(2) Reclassifications.
(3) Acquisitions of businesses.
(4) Write-up of assets to their pre-tax amounts in accordance with Statement
of Financial Accounting Standards No. 109, "Accounting for Income
Taxes."
(5) Sales of businesses and assets.
(6) Adjustment for fully-depreciated divested assets.
Schedule VI -- Accumulated Depreciation and Amortization of Property, Plant
and Equipment (1)
Tredegar Industries, Inc. and Subsidiaries
For years ended December 31, 1993, 1992 and 1991
(In thousands)
Beginning Ending
1993 Balance Additions Retirements Other Balance
Land and land improvements $ 710 $ 105 $ 5 $ 5 (2) $ 815
Buildings 18,622 1,996 671 63 (2) 20,010
Machinery and equipment 152,263 21,016 10,331 4,758 (2) 167,706
Total $171,595 $23,117 $11,007 $ 4,826 $188,531
1992
Land and land improvements $ 448 $ 92 $ 1 $ 171 (2) $ 710
Buildings 15,954 2,051 356 973 (2) 18,622
Machinery and equipment 143,910 19,820 12,474 1,007 (2) 152,263
Total $160,312 $21,963 $12,831 $ 2,151 $171,595
1991
Land and land improvements $ 564 $ 91 $ 4 $ (159)(2) $ 448
(44)(3)
Buildings 15,644 1,932 104 (1,438)(2) 15,954
(860)(3)
780 (4)
Machinery and equipment 117,872 22,066 9,147 (4,209)(2) 143,910
(7,062)(3)
1,754 (4)
22,636 (5)
Total $134,080 $24,089 $ 9,255 $ 11,398 $160,312
(1) Continuing operations.
(2) Reclassifications.
(3) Sales of businesses and assets.
(4) Acquisitions of businesses.
(5) Adjustment for fully-depreciated divested assets.
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
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 Competitive Advance and Revolving Credit Agreement dated as of June 16,
1989, among Tredegar, the Banks named therein and Chemical Bank, as
Agent (filed as Exhibit 4.2 to Tredegar's Annual Report on Form 10-K
for the year ended December 31, 1989, and incorporated herein by
reference)
4.3.1 First Amendment to the Competitive Advance and Revolving Credit
Agreement dated as of September 15, 1990, among Tredegar, the Banks
named therein and Chemical Bank, as Agent (filed as Exhibit 4.2.1 to
Tredegar's Annual Report on Form 10-K for the year ended December 31,
1990, and incorporated herein by reference)
4.3.2 Second Amendment to the Competitive Advance and Revolving Credit
Agreement, dated as of December 6, 1991, among Tredegar, the Banks
named therein and Chemical Bank, as Agent (filed as Exhibit 4.4.2 to
Tredegar's Annual Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference)
4.3.3 Third Amendment to the Competitive Advance and Revolving Credit
Agreement, dated as of June 8, 1992, among Tredegar, the Banks named
therein and Chemical Bank, as Agent (filed as Exhibit 4.4.3 to
Tredegar's Annual Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference)
4.3.4 Fourth Amendment to the Competitive Advance and Revolving Credit
Agreement, dated as of August 20, 1993, among Tredegar, the Banks named
therein and Chemical Bank, as Agent (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 Loan Agreement dated as of June 8, 1992, among Tredegar, the Banks
named therein and LTCB Trust Company, as Agent (filed as Exhibit 4 to
Tredegar's Quarterly Report on Form 10-Q for the quarter ended June 30,
1992, and incorporated herein by reference)
4.4.1 Accession Agreement dated August 3, 1992, among Tredegar, the Banks
named in the Loan Agreement dated as of June 8, 1992 and LTCB Trust
Company, as Agent (filed as Exhibit 4.5.1 to Tredegar's Annual Report
on Form 10-K for the year ended December 31, 1992, and incorporated
herein by reference)
4.5 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)
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 Stock and Warrant Purchase Agreement dated as of February 15, 1991, by
and between Tredegar Investments, Inc. and Clinical Technologies
Associates, Inc. (now Emisphere Technologies, Inc.) (filed as Exhibit
10.11 to Tredegar's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by reference)
10.11.1 Agreement dated as of October 23, 1992, by and among Tredegar
Investments, Inc., Emisphere Technologies, Inc., Michael M.
Goldberg, M.D. and Sam J. Milstein, Ph.D. (filed as Exhibit 10.11.1
to Tredegar's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by reference)
10.11.2 Letter Agreement dated December 30, 1992, by and between Tredegar
Investments, Inc. and Emisphere Technologies, Inc. (filed as
Exhibit 10.11.2 to Tredegar's Annual Report on Form 10-K for the
year ended December 31, 1991, and incorporated herein by reference)
*10.12 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)
*10.13 Tredegar Industries, Inc. Retirement Benefit Restoration Plan
*10.14 Tredegar Industries, Inc. Savings Plan Benefit Restoration Plan
11 Computations of earnings per share
13 Tredegar Annual Report to Shareholders for the year ended December 31,
1993 (See Note 1)
21 Subsidiaries of Tredegar
23.1 Consent of Independent Accountants
*The marked items are management contracts or compensatory plans, contracts
or arrangements required to be filed as exhibits to this Form 10-K.