UNITED STATES |
|X| | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2002. |
OR |
|_| | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________to______________ |
Commission file number 33-64647 |
A. Full title of the plan and the address of the plan, if different from that of the issuer named below: |
TREDEGAR CORPORATION |
B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: |
|
REQUIRED INFORMATIONSee Appendix 1. SIGNATURESThe Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. |
REDEGAR CORPORATION RETIREMENT SAVINGS PLAN By: /s/ W. Hildebrandt Surgner, Jr. ———————————————— W. Hildebrandt Surgner, Jr., Chairman Employee Savings Plan Committee |
Dated: June 27, 2003 |
APPENDIX 1 TREDEGAR CORPORATION ANNUAL REPORT DECEMBER 31, 2002 |
C O N T E N T S |
Page | |||||
---|---|---|---|---|---|
INDEPENDENT AUDITORS’ REPORT | 1 | ||||
FINANCIAL STATEMENTS | |||||
Statements of Net Assets Available for Benefits | 3 | ||||
Statements of Changes in Net Assets Available for Benefits | 4 | ||||
Notes to Financial Statements | 5-10 | ||||
SUPPLEMENTARY INFORMATION | |||||
Schedule H, Line 4i—Schedule of Assets (Held at End of Year) | 12 | ||||
EXHIBITS | |||||
Consent of Independent Auditors | 14 |
INDEPENDENT AUDITORS’ REPORTTo the Plan Administrator We have audited the accompanying statement of net assets available for benefits of the Tredegar Corporation Retirement Savings Plan (Plan) as of December 31, 2002, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The 2001 financial statements were audited by other auditors who have ceased operations and whose report dated May 31, 2002, expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the 2002 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of assets held at end of year is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. The schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Witt, Mares & Company, PLC Richmond, Virginia -1- |
FINANCIAL STATEMENTS-2- |
TREDEGAR CORPORATION |
2002 | 2001 | ||||||
---|---|---|---|---|---|---|---|
ASSETS | |||||||
Investments: | |||||||
Money market funds | $ | 371,070 | $ | 465,448 | |||
Common stocks | 51,454,721 | 70,234,468 | |||||
Actively managed commingled funds | 27,047,762 | 27,138,072 | |||||
Loans to participants | 1,241,996 | 1,144,476 | |||||
Total investments | 80,115,549 | 98,982,464 | |||||
Receivables: | |||||||
Accrued interest and dividends | 138,786 | 151,914 | |||||
Due from broker for securities sold | 29,732 | 57,827 | |||||
Total receivables | 168,518 | 209,741 | |||||
Total assets | 80,284,067 | 99,192,205 | |||||
LIABILITIES | |||||||
Accrued administrative fees | 38,882 | 13,249 | |||||
Cash overdraft | 9,374 | 10,830 | |||||
Total liabilities | 48,256 | 24,079 | |||||
Net assets available for benefits | $ | 80,235,811 | $ | 99,168,126 | |||
The Notes to Financial Statements are |
-3- |
TREDEGAR CORPORATION |
2002 | 2001 | ||||||
---|---|---|---|---|---|---|---|
Additions to net assets attributed to: | |||||||
Investment income: | |||||||
Interest | $ | 105,583 | $ | 28,455 | |||
Dividends | 575,525 | 600,162 | |||||
Net appreciation (depreciation) in fair value of | |||||||
investments | (16,602,941 | ) | 3,821,834 | ||||
(15,921,833 | ) | 4,450,451 | |||||
Contributions: | |||||||
Employer | 2,792,175 | 2,811,340 | |||||
Participant | 6,678,535 | 7,083,951 | |||||
Rollover | 1,808 | 101,409 | |||||
9,472,518 | 9,996,700 | ||||||
Total additions | (6,449,315 | ) | 14,447,151 | ||||
Deductions from net assets attributed to: | |||||||
Administrative expenses | 147,495 | 55,410 | |||||
Benefits paid to participating employees | 12,335,505 | 6,247,430 | |||||
Total deductions | 12,483,000 | 6,302,840 | |||||
Net increase (decrease) | (18,932,315 | ) | 8,144,311 | ||||
Net assets available for benefits: | |||||||
Beginning of year | 99,168,126 | 91,023,815 | |||||
End of year | $ | 80,235,811 | $ | 99,168,126 | |||
The Notes to Financial Statements are |
-4- |
TREDEGAR CORPORATION |
General |
Tredegar Corporation (Tredegar), which engages directly or through subsidiaries in plastics and aluminum businesses, is a Virginia corporation. Tredegar also operates a biotech business that is developing certain healthcare related technologies. The Tredegar Corporation Retirement Savings Plan (Plan) was adopted by the Board of Directors of Tredegar on June 14, 1989 and the Plan was effective as of July 1, 1989. |
The Plan is subject to Titles I, II and III and is exempt from Title IV of the Employee Retirement Income Security Act of 1974 (ERISA). Title IV of ERISA provides for federally sponsored insurance for plans that terminate with unfunded benefits. No such insurance is provided to participants in this Plan; however, because the benefits that participants are entitled to receive are always equal to the value of their account balances, the Plan is always fully funded. The value of a participant’s account may change from time to time. Each participant assumes the risk of fluctuations in the value of his or her account. |
The accompanying financial statements of the Plan have been prepared in conformity with accounting principles generally accepted in the United States of America. |
Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. |
Security Valuation |
Investments are stated at fair value determined as follows: |
Money market funds — market price which is equivalent to cost |
Common stocks — last published sale price on the New York Stock Exchange |
Actively managed commingled funds — provided in the audited annual report of the Frank Russell Trust Company |
(Continued) -5- |
TREDEGAR CORPORATION |
Security Transactions and Related Investment Income |
Security transactions are accounted for on the trade date and dividend income is recorded as earned on the ex-dividend date. Interest income is recorded as earned on the accrual basis. In determining the realized net gain or loss on securities sold, the cost of securities is determined on an average cost basis. The Plan presents in the statements of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of investments, which consists of the realized gains or losses and the change in unrealized appreciation (depreciation) on those investments. |
Payment of Benefits |
Benefits are recorded when paid. |
Note 2. Description of Plan
The Plan is a defined contribution plan. Information regarding plan benefits and vesting is provided in the Plan and related documents, which are available at Tredegar’s main office at 1100 Boulders Parkway, Richmond, Virginia. |
Note 3. Contributions and Investment Options
As of December 31, 2002 and 2001, there were 2,205 and 2,357 employees, respectively, participating in the Plan. As of December 31, 2002 and 2001, 2,121 and 2,271 employees, respectively, were eligible to participate in the Plan. |
Participants may contribute a percentage of his or her base pay (as defined) ranging from a minimum of 1% to a maximum of 15%. The contribution paid on behalf of the participant by Tredegar is generally 50% of each nonrepresented participant’s contribution up to 10%. Contributions made by Tredegar are invested in the Tredegar Corporation Common Stock Fund. |
Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers Tredegar stock and nine (9) actively managed commingled funds as investment options to participants. No additional contributions may be directed to Ethyl Corporation stock or Albemarle Corporation stock. These investment options were eliminated effective December 31, 2002, and any balances in these investment options were transferred to the Domestic Conservative Balanced Fund in 2003. |
-6- |
TREDEGAR CORPORATION Notes to Financial Statements Note 4. Investmentstments |
The following table presents the fair value of investments as of December 31, 2002 and 2001. |
2002 (1) | 2001 (1) | |||||||
---|---|---|---|---|---|---|---|---|
Money market funds - Frank Russell Trust Company | ||||||||
Short-Term Investment Fund | $ | 371,070 | $ | 465,448 | ||||
Investments at fair value as determined by quoted | ||||||||
market price: | ||||||||
Common stocks: | ||||||||
Albemarle Corporation | 515,230 | 1,082,088 | ||||||
Ethyl Corporation | 54,451 | 91,883 | ||||||
Tredegar Corporation | 50,885,040 | 69,060,497 | ||||||
51,454,721 | 70,234,468 | |||||||
Actively managed commingled funds (2): | ||||||||
Frank Russell Investment Contract Fund, | ||||||||
Class C | 5,438,483 | 5,474,369 | ||||||
Frank Russell Global Balanced Fund, Class C | 4,602,794 | 6,084,149 | ||||||
Frank Russell Equity I Fund, Class G | 6,652,702 | 8,780,762 | ||||||
Frank Russell Small Capitalization Fund, | ||||||||
Class D | 2,110,108 | 1,882,966 | ||||||
Frank Russell Fixed Income I Fund, Class B | 1,893,789 | 947,307 | ||||||
Frank Russell Domestic Conservative Balanced | ||||||||
Fund, Class B | 1,051,341 | 552,245 | ||||||
Frank Russell Aggressive Balanced Fund, | ||||||||
Class B | 1,690,113 | 1,187,473 | ||||||
Frank Russell 1000 Index Fund, Class A | 2,869,302 | 1,809,060 | ||||||
Frank Russell All International Markets Fund, | ||||||||
Class B | 739,130 | 419,741 | ||||||
27,047,762 | 27,138,072 | |||||||
Loans to participants | 1,241,996 | 1,144,476 | ||||||
Total investments | $ | 80,115,549 | $ | 98,982,464 | ||||
(1) | Investments are carried in the statements of net assets available for benefits at fair value. |
(2) | Investment values are based on the audited annual report of the Frank Russell Trust Company. |
(Continued) -7- |
TREDEGAR CORPORATION |
During the years ended December 31, 2002 and 2001, the Plan’s investment portfolio (including investments bought, sold and held during the year) appreciated (depreciated) in value by $(16,602,941) and $3,821,834 as follows: |
2002 | 2001 | |||||||
---|---|---|---|---|---|---|---|---|
Investments at fair value as determined by | ||||||||
quoted market price: | ||||||||
Common stocks: | ||||||||
Tredegar Corporation | $ | (13,226,600 | ) | $ | 5,583,857 | |||
Albemarle Corporation | 238,962 | (40,260 | ) | |||||
Ethyl Corporation | 21,076 | (59,289 | ) | |||||
(12,966,562 | ) | 5,484,308 | ||||||
Investments at fair value as determined in the | ||||||||
audited annual report of the Frank Russell | ||||||||
Trust Company: | ||||||||
Frank Russell Investment Contract Fund, | ||||||||
Class C | 281,465 | 295,890 | ||||||
Frank Russell Global Balanced Fund, | ||||||||
Class C | (590,726 | ) | (297,872 | ) | ||||
Frank Russell Equity I Fund, Class G | (1,969,388 | ) | (1,519,262 | ) | ||||
Frank Russell Small Capitalization Fund, | ||||||||
Class D | (491,194 | ) | 34,807 | |||||
Frank Russell Fixed Income I Fund, Class B | 121,357 | 39,721 | ||||||
Frank Russell Domestic Conservative | ||||||||
Balanced Fund, Class B | (36,892 | ) | 7,160 | |||||
Frank Russell Aggressive Balanced Fund, | ||||||||
Class B | (238,385 | ) | (50,034 | ) | ||||
Frank Russell 1000 Index Fund, Class A | (595,491 | ) | (121,937 | ) | ||||
Frank Russell All International Markets | ||||||||
Fund, Class B | (117,125 | ) | (50,947 | ) | ||||
(3,636,379 | ) | (1,662,474 | ) | |||||
Net change in fair value | $ | (16,602,941 | ) | $ | 3,821,834 | |||
-8- |
TREDEGAR CORPORATION |
Information about the net assets available for benefits and significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows: |
2002 | 2001 | |||||||
---|---|---|---|---|---|---|---|---|
Net assets available for benefits: | ||||||||
Money market funds | $ | 364,423 | $ | 432,456 | ||||
Common stock | 50,885,040 | 69,060,497 | ||||||
Accrued interest and dividends | 135,781 | 145,863 | ||||||
Due from broker for securities sold | 4,491 | — | ||||||
$ | 51,389,735 | $ | 69,638,816 | |||||
Changes in net assets available for benefits: | ||||||||
Additions to net assets attributed to: | ||||||||
Investment income: | ||||||||
Interest | $ | 9,429 | $ | 22,044 | ||||
Dividends | 556,836 | 576,091 | ||||||
Net appreciation (depreciation) in fair | ||||||||
value of investments | (13,226,600 | ) | 5,583,857 | |||||
(12,660,335 | ) | 6,181,992 | ||||||
Contributions: | ||||||||
Employer | 2,792,175 | 2,811,340 | ||||||
Participant | 1,689,528 | 1,887,869 | ||||||
Rollover | 40 | 1,205 | ||||||
4,481,743 | 4,700,414 | |||||||
Total additions | (8,178,592 | ) | 10,882,406 | |||||
Deductions from net assets attributed to: | ||||||||
Administrative expenses | 125,599 | 44,445 | ||||||
Benefits paid to participating employees | 5,525,919 | 3,700,167 | ||||||
Transfers to participant-directed | ||||||||
investments | 4,418,971 | 1,251,450 | ||||||
Total deductions | 10,070,489 | 4,996,062 | ||||||
Net increase (decrease) | (18,249,081 | ) | 5,886,344 | |||||
Net assets available for benefits: | ||||||||
Beginning of year | 69,638,816 | 63,752,472 | ||||||
End of year | $ | 51,389,735 | $ | 69,638,816 | ||||
-9- |
TREDEGAR CORPORATION |
The Internal Revenue Service has determined and informed Tredegar by a letter dated September 7, 2001, that the Plan and related trust are designed in accordance with the applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan’s administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. |
Note 7. Administrative Expenses
The Plan is responsible for all trustee and investment management fees. Tredegar pays for all other administrative expenses up to an annual limit of $75,000. Any expenses in excess of this limit are paid by the Plan. |
Note 8. Forfeitures
Employees who leave Tredegar before becoming fully vested in Tredegar contributions forfeit the value of their nonvested account. Forfeitures are applied against Tredegar’s contributions throughout the year. Forfeitures were $72,446 and $195,444 for the years ended December 31, 2002 and 2001, respectively. |
Note 9. Plan Termination
Although it has not expressed any intent to do so, Tredegar has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100 percent vested in their employer contributions. |
-10- |
SUPPLEMENTARY INFORMATION-11- |
TREDEGAR CORPORATION |
(a) | (b) Identity of issue, borrower, lessor, or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (d) Cost | (e) Current value | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Frank Russell Trust Company Short-Term Investment Fund | 371,070 units | ** | $ | 371,070 | |||||||||
* | Tredegar Corporation common stock | 3,392,336 shares | $23,085,609 | 50,885,040 | |||||||||
Ethyl Corporation common stock | 8,390 shares | ** | 54,451 | ||||||||||
Albemarle Corporation common stock | 18,110 shares | ** | 515,230 | ||||||||||
Frank Russell Investment Contract Fund, Class C | 439,687 units | ** | 5,438,483 | ||||||||||
Frank Russell Global Balanced Fund, Class C | 475,005 units | ** | 4,602,794 | ||||||||||
Frank Russell Equity I Fund, Class G | 1,108,784 units | ** | 6,652,702 | ||||||||||
Frank Russell Small Capitalization Fund, Class D | 282,100 units | ** | 2,110,108 | ||||||||||
Frank Russell Fixed Income I Fund, Class B | 137,430 units | ** | 1,893,789 | ||||||||||
Frank Russell Domestic Conservative Balanced Fund, Class B | 101,874 units | ** | 1,051,341 | ||||||||||
Frank Russell Aggressive Balanced Fund, Class B | 192,715 units | ** | 1,690,113 | ||||||||||
Frank Russell 1000 Index Fund, Class A | 405,842 units | ** | 2,869,302 | ||||||||||
Frank Russell All International Markets Fund, Class B | 5,846 units | ** | 739,130 | ||||||||||
345 loans | |||||||||||||
* | Participant loans | 5.25%-10.5% | — | 1,241,996 | |||||||||
Total investments | $ | 80,115,549 | |||||||||||
* | party-in-interest |
** | cost omitted for participant-directed investments |
-12- |
EXHIBIT INDEX |
23.1 | Consent of Independent Auditors |
-13- |