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, 19931995
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, 1994:1996:* $126,257,342.50$208,398,257
Number of shares of Common Stock outstanding as of January 31, 1994:
10,895,6111996: 12,185,300
*In determining this figure, an aggregate of 2,616,4413,890,842 shares of Common Stock,
reported in the registrant's proxy statement for the 19941996 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, 1994,1996, as reported by The Wall Street Journal.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, 19931995 (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
19941996 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 . . . . . . . . . .
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-
K10-K
report.
The Securities and Exchange Commission has not approved or disapproved of this
report or passed upon its accuracy or adequacy.
PART I
ItemITEM 1. BUSINESS
Description of BusinessDESCRIPTION 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 othertechnology businesses (primarily software and
rational drug design research)research and software).
Tredegar's Energy segment is composedDuring July and August 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 1993,1995, Tredegar announced that it is
pursuingwas
exploring the sale of Elk Horn. Assuming Elk Horn can be sold on terms
agreeable to 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
sale is expected toPlastics and Metal Products segments, respectively. These divestitures could be
completed by mid-1994.
Tredegar's Energy segment has been reported as discontinued operations.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 businessesbusiness segments should be read
in conjunction with the information contained in the "Financial Review" sectionon pages 22-24, 26-32 and 34 of
the Annual Report referred to in Item 7 below.
PlasticsPLASTICS
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, medical, industrial,
agricultural and disposable personal hygiene 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, Brazil and Brazil,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. suppliersuppliers 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%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
such disposable products such as baby diapers, adult incontinent products, feminine
hygiene padsproducts 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.
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 Productsalso supplies permeable films to P&G for use as topsheetliners in
feminine hygiene products, 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 for food packaging
and other applications under the name MONAX(R).Monax(R) Plus. 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
filmsfabrics
under the name of VisPore(R). These filmsfabrics 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, thermal pouches for take-out food, natural
cheese mold release cloths and cook-in-bag for
rice and pasta.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 thatto 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 profitabilityprofit 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 3536 U.S. patents and nine14 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. producerproducers 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 modernengineered-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
Product'sProducts' 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 resinresins are the primary raw
materials used by Molded Products. Molded Products also uses polystyrene resins.
Molded Products purchases thesethose 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 eightfive U.S. patents and one U.S.
trademarks and has spent an average of $.3 millionless 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.
Metal ProductsFiberlux 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, Inc. ("Brudi").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 athe
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 marketopen-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 percenta 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.
During 1992, Brudi acquired the assets of a materials handling company
in Halifax, United Kingdom to serve the European market.
Energyholds eight U.S. patents and three U.S. trademarks.
TECHNOLOGY
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 OtherTechnology segment is composed primarily of investments in
high-
technologyhigh-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 moleculessmall-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, owns fourInc. ("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. copyrights.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 OtherTechnology segment spent $5.0 million in
1995, $5.4 million in 1994 and $5.6 million in 1993 and $1.9 million in
1992 for research and
development. MiscellaneousResearch 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 and Molecumetics subsidiaries. Tredegar routinely applies for patents on
significant patentable developments with respect to all of its businesses.
Patents owned by Tredegar and its subsidiaries now own numerous patents withhave 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, 1992 and 1991, approximately $9.1$8.8
million, $5.0$8.3 million and $4.5$9.1 million, respectively, was spent on
company-
sponsoredcompany-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.- 6 -
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 fourthree 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 3,5003,300 people.
Tredegar considers its relations with its employees to be good.
ItemITEM 2. PROPERTIES
GeneralGENERAL
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- 7 -
PLASTICS
The Plastics segment has the following principal plants and facilities:
Location Principal OperationsLOCATION PRINCIPAL OPERATIONS
Carbondale, Pennsylvania Production of plastic films
Flemington, New Jersey*
Fremont, California*
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 (3)
(technical center and
two(2) (c)
(two production facilities)
Phillipsburg,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
South Bend, Indiana
*Tredegar- --------
(a) Acquired by Tredegar during the first quarter of 1995.
(b) Tredegar has announced the closing or other disposition of these plants
during 1994.
Metal Productsthis 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 OperationsLOCATION PRINCIPAL OPERATIONS
Carthage, Tennessee Production of aluminum
Kentland, Indiana extrusions, finishing
Newnan, Georgia
Ridgefield, Washington (d) Production of uprights
Kelso, WashingtonAdelaide, Australia (d) and attachments
Adelaide, Australia
Halifax, United Kingdom
Energy
See page 5
Other BusinessesEngland (d)
TECHNOLOGY
Molecumetics leases its laboratory space in Bellevue, Washington. APPX
Software leases office space in Richmond, Virginia.
Molecumetics
leases its laboratory space in Bellevue, Washington.
ItemITEM 3. LEGAL PROCEEDINGS
None
ItemITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Executive Officers of TredegarEXECUTIVE OFFICERS OF TREDEGAR
Set forth below are the names, ages and titles of the executive
officers of Tredegar:
Name Age TitleNAME AGE TITLE
John D. Gottwald 3941 President and
Chief Executive Officer
Richard W. Goodrum 6567 Executive Vice President and
Chief Operating Officer
(Retiring as of April 1, 1996)
- --------
(d) Tredegar has announced that it is exploring the sale of Brudi.
- 9 -
Norman A. Scher 5658 Executive Vice President,
Chief Financial Officer
and Treasurer
Michael W. Giancaspro 3941 Vice President, Corporate
Planning
Steven M. Johnson 4345 Vice President, Corporate
Development
Douglas R. Monk 50 Vice President and President,
Aluminum Extrusions
Anthony J. Rinaldi 5658 Vice President and General
Manager,President,
Film Products
Frederick P. Woods 4951 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.
RichardMICHAEL 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.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.
StevenSTEVEN M. Johnson.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. JohnsonMonk was elected Vice President on August 29, 1994. Mr.
Monk has served as counsel to the law firmPresident of Hunton & Williams in Richmond, Virginia, from
March, 1989, until July 10, 1989.
AnthonyThe 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.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.
FrederickFREDERICK P. Woods.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.
Mr. Woods served as Director of Employee Relations for Ethyl from
February 1, 1988, until July- 10 1989.-
PART II
ItemITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The information contained on page 4052 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.
ItemITEM 6. SELECTED FINANCIAL DATA
The information for the fivesix years ended December 31, 1993,1995,
contained in the "Five-Year"Six-Year Summary" on page 14pages 20 and 21 of the Annual
Report is incorporated herein by reference.
ItemITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The textual and tabular information concerning the years 1993, 19921995, 1994 and
19911993 contained on pages 1622 through 24, 26 through 32 and page 2634 of the
Annual Report is incorporated herein by reference.
ItemITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements contained on pages 2836 through
31,39, the notes to financial statements contained on pages 3240 through
39,51, the report of independent accountants on page 27,35, and the
information under the caption "Selected Quarterly Financial Data
(Unaudited)" on pages 25page 33 and 26related notes on page 34 of the Annual
Report are incorporated herein by reference.
ItemITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
- 11 -
PART III
ItemITEM 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 65 of the Proxy Statement under
the caption "Stock Ownership" is incorporated herein by reference.
ItemITEM 11. EXECUTIVE COMPENSATION
The information contained on pages 97 through 1514 of the Proxy
Statement under the caption "Compensation of Executive Officers
and Directors" concerning executive compensation is incorporated
herein by reference.
ItemITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The information contained on pages 54 through 86 of the Proxy
Statement under the caption "Stock Ownership" is incorporated herein
by reference.
ItemITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
- 12 -
PART IV
ItemITEM 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 2735 to 3951 in the Annual Report and are
incorporated herein by reference in Item 8.
Report of independent accountants.
Consolidated balance sheets as of December 31, 19931995 and
1992.1994.
Consolidated statements of income, cash flows and
shareholders' equity and
cash flows for the years ended December 31, 1993, 19921995,
1994 and 1991.1993.
Notes to financial statements.
(2) See Index to Financial Statement Schedules on page S-1.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 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- 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 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*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)
*10.13*10.12 Tredegar Industries, Inc. Retirement Benefit
Restoration Plan *10.14(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 ComputationsStatement re: Computation of earnings per shareEarnings Per Share
13 Tredegar Annual Report to Shareholders for the year
ended December 31, 19931995 (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
The response to this portion of Item 14 is submitted as a separate
section of this report.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 25, 199421, 1996 By /s/ JohnJOHN D. GottwaldGOTTWALD
-------------------------
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, 1994.21, 1996.
Signature Title
/s/ JohnJOHN D. GottwaldGOTTWALD President
(John D. Gottwald) (Principal Executive Officer
and Director)
/s/ N. A. ScherSCHER Executive Vice President,
(Norman A. Scher) Treasurer and Director
(Principal Financial Officer)
/s/ D. Andrew EdwardsANDREW EDWARDS Corporate Controller
(D. Andrew Edwards) (Principal Accounting Officer)
/s/ R. W. GoodrumGOODRUM Executive Vice President and
(Richard W. Goodrum) Director
/s/ Phyllis CothranAUSTIN BROCKENBROUGH, III Director
(Austin Brockenbrough, III)
- 17 -
/s/ PHYLLIS COTHRAN Director
(Phyllis Cothran)
/s/ BruceBRUCE C. GottwaldGOTTWALD Director
(Bruce C. Gottwald)
/s/ FloydFLOYD D. Gottwald, Jr.GOTTWALD, JR. Director
(Floyd D. Gottwald)
/s/ AndreANDRE B. LacyLACY Director
(Andre B. Lacy)
/s/ James F. Miller Director
(James F. Miller)
/s/ EmmettEMMETT J. RiceRICE Director
(Emmett J. Rice)
/s/ W. Thomas RiceTHOMAS RICE Director
(W. Thomas Rice)
- 18 -
TREDEGAR INDUSTRIES, INC.
EXHIBIT 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 (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, 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, 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.