SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-Q
(Mark One)
___ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
/ X / OF THE SECURITIES EXCHANGE ACT OF 1934
- ----
For the quarterly period ended June 30, 1996
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
/ / OF THE SECURITIES EXCHANGE ACT OF 1934
- ----
For the transition period from ------------------- to -------------------------
Commission file number 1-10258
Tredegar Industries, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Virginia 54-1497771
- ---------------------------------------- ----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
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
Indicate by check 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 the past 90 days.
Yes X No
----- -----
The number of shares of Common Stock, no par value, outstanding as of July
31, 1996: 12,205,998
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Tredegar Industries, Inc.
Consolidated Balance Sheets
(In Thousands)
(Unaudited)
June 30, Dec. 31,
1996 1995
--------- --------
Assets
Current assets:
Cash and cash equivalents $ 85,027 $ 2,145
Accounts and notes receivable 60,952 71,673
Inventories 17,196 33,148
Income taxes recoverable -- 2,179
Deferred income taxes 15,968 14,882
Prepaid expenses and other 2,119 2,375
-------- --------
Total current assets 181,262 126,402
-------- --------
Property, plant and equipment, at cost 260,138 326,526
Less accumulated depreciation and amortization 167,022 204,074
-------- --------
Net property, plant and equipment 93,116 122,452
-------- --------
Other assets and deferred charges 37,811 35,186
Goodwill and other intangibles 20,162 30,012
======== ========
Total assets $332,351 $314,052
======== ========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 30,952 $ 31,105
Accrued expenses 32,238 38,648
Income taxes payable 4,915 --
-------- --------
Total current liabilities 68,105 69,753
Long-term debt 35,000 35,000
Deferred income taxes 19,326 22,218
Other noncurrent liabilities 15,787 16,560
-------- --------
Total liabilities 138,218 143,531
-------- --------
Shareholders' equity:
Common stock, no par value 113,100 112,908
Foreign currency translation adjustment 310 445
Retained earnings 80,723 57,168
-------- --------
Total shareholders' equity 194,133 170,521
-------- --------
Total liabilities and shareholders' equity $332,351 $314,052
======== ========
See accompanying notes to financial statements.
Tredegar Industries, Inc.
Consolidated Statements of Income
(In Thousands)
(Unaudited)
Second Quarter Six Months
Ended June 30 Ended June 30
--------------------- ----------------------
1996 1995 1996 1995
--------- --------- --------- ---------
Revenues:
Net sales $ 126,331 $ 149,682 $ 267,718 $ 300,765
Other income (expense), net 798 (248) 415 (349)
--------- --------- --------- ---------
Total 127,129 149,434 268,133 300,416
--------- --------- --------- ---------
Costs and expenses:
Cost of goods sold 100,488 124,330 214,222 252,335
Selling, general and administrative 9,895 12,837 21,115 25,258
Research and development 2,591 1,797 5,020 3,767
Interest expense 499 854 1,149 1,577
Unusual items -- -- (10,747) 650
--------- --------- --------- ---------
Total 113,473 139,818 230,759 283,587
--------- --------- --------- ---------
Income before income taxes 13,656 9,616 37,374 16,829
Income taxes 4,983 3,542 12,354 6,310
--------- --------- --------- ---------
Net income $ 8,673 $ 6,074 $ 25,020 $ 10,519
========= ========= ========= =========
Earnings per common and dilutive common
equivalent share $ .66 $ .45 $ 1.92 $ .78
========= ========= ========= =========
Shares used to compute earnings per
common and dilutive common equivalent
share 13,124 13,445 13,020 13,604
========= ========= ========= =========
See accompanying notes to financial statements
Tredegar Industries, Inc.
Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
Six Months
Ended June 30
-----------------------
1996 1995
-------- --------
Cash flows from operating activities:
Net income $ 25,020 $ 10,519
Adjustments for noncash items:
Depreciation 10,566 11,755
Amortization of intangibles 226 290
Deferred income taxes (2,279) 707
Accrued pension income and postretirement
benefits (1,136) (879)
Pretax gain on the sale of Molded Products (19,893) --
Pretax loss on the sale of Brudi 9,146 --
Changes in assets and liabilities, net of
effects from divestitures and acquisition:
Accounts and notes receivable (4,770) (8,904)
Inventories 1,719 4,174
Income taxes recoverable 2,179 (317)
Prepaid expenses and other (118) (1,512)
Accounts payable 5,681 2,706
Accrued expenses and income taxes payable 689 (1,094)
Other, net 611 (361)
-------- --------
Net cash provided by operating activities 27,641 17,084
-------- --------
Cash flows from investing activities:
Capital expenditures (13,506) (10,434)
Acquisition (net of $358 cash acquired) -- (3,637)
Investments (1,232) (858)
Property disposals 45 559
Proceeds from the sale of Molded Products
and Brudi 71,598 --
Other, net (362) 518
-------- --------
Net cash provided by (used in) investing
activities 56,543 (13,852)
-------- --------
Cash flows from financing activities:
Dividends paid (1,465) (1,046)
Net decrease in borrowings -- 9,000
Repurchases of Tredegar common stock (583) (14,974)
Other, net 746 1,054
-------- --------
Net cash used in financing activities (1,302) (5,966)
-------- --------
Increase (decrease) in cash and cash equivalents 82,882 (2,734)
Cash and cash equivalents at beginning of period 2,145 9,036
======== ========
Cash and cash equivalents at end of period $ 85,027 $ 6,302
======== ========
See accompanying notes to financial statements.
TREDEGAR INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
1. In the opinion of management, the accompanying consolidated financial
statements of Tredegar Industries, Inc. and Subsidiaries ("Tredegar")
contain all adjustments necessary to present fairly, in all material
respects, Tredegar's consolidated financial position as of June 30,
1996, and the consolidated results of their operations and their cash
flows for the six months ended June 30, 1996 and 1995. All such
adjustments are deemed to be of a normal recurring nature. These
financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in
Tredegar's Annual Report on Form 10-K for the year ended December 31,
1995. The results of operations for the six months ended June 30,
1996, are not necessarily indicative of the results to be expected for
the full year.
2. On March 29, 1996, Tredegar sold all of the outstanding capital stock
of its injection molding subsidiary, Tredegar Molded Products Company,
including Polestar Plastics Manufacturing Company (together "Molded
Products"), to Precise Technology, Inc. ("Precise") for cash
consideration of $57.5 million ($54 million after transaction costs).
In addition, Tredegar received unregistered cumulative redeemable
preferred stock of Precise with a face amount of $2.5 million, which
is not currently marketable. Dividends on the preferred stock are
payable quarterly at an annual rate of 7% beginning June 30, 1996. The
preferred stock is redeemable in full on March 29, 2007, or earlier
upon the occurrence of certain events. Both dividends and redemption
are subordinated to other outstanding debt of Precise. No value has
been assigned by Tredegar to the preferred stock received from Precise
due to the uncertainty of redemption. Consistent therewith, dividend
income on such stock is not recognized by Tredegar until received.
During the second quarter of 1996, Tredegar completed the sale of
Brudi, Inc. and its subsidiaries (together "Brudi") for cash
consideration of approximately $18.1 million ($17.6 million after
transaction costs).
Proceeds from the sale of Molded Products and Brudi will be invested in
cash equivalents until other opportunities, in existing businesses or
elsewhere, are identified.
Tredegar recognized a gain of $19.9 million ($13.7 million after income
taxes) on the sale of Molded Products in the first quarter of 1996. The
gain was partially offset by a first-quarter charge of $9.1 million
($5.7 million after income tax benefits) related to the loss on the
divestiture of Brudi. The Brudi charge includes a $1 million loss
accrued for payments remaining under a noncompetition and secrecy
agreement entered into when Tredegar acquired Brudi on April 1, 1991.
Additional information on the sales and operating results for Molded
Products and Brudi is provided in Note 3 on page 6 and the segment
tables on page 10.
3. Historical and pro forma net income and earnings per common and
dilutive common equivalent share, adjusted for unusual items affecting
the comparability of operating results and the pro forma effects of the
divestitures of Molded Products and Brudi (see Note 2 on page 5), are
presented below:
(In Thousands Except Per-Share
Amounts)
Last
Twelve
Second Quarter Six Months Year Ended Months
Ended June 30 Ended June 30 Dec. 31, Ended
-------------------- -------------------- --------- -------
1996 1995 1996 1995 1995 6/30/96
------- -------- -------- -------- --------- -------
Historical net income as reported $ 8,673 $ 6,074 $ 25,020 $ 10,519 $ 24,053 $38,554
After-tax effects of unusual items:
Combined net gain on the divestitures of
Molded Products and Brudi -- -- (8,059) -- -- (8,059)
Gain on sale of Regal Cinema shares -- -- -- -- (451) (451)
APPX Software restructuring charge -- -- -- 1,560 1,560 --
Recovery in connection with a Film Products
product liability lawsuit -- -- -- (1,068) (1,068) --
------- ------- -------- -------- --------- -------
Historical net income as adjusted for unusual items .. 8,673 6,074 16,961 11,011 24,094 30,044
Pro forma adjustments:
Combined after-tax operating (profit) loss of
Molded Products and Brudi 22 (1,043) (715) (1,060) (1,696) (1,351)
Reduction of Tredegar's after-tax cost for certain
benefit plans due to the curtailment of
participation by Molded Products employees -- 133 161 266 531 426
After-tax interest income on assumed investment
in cash equivalents of after-tax divestiture
proceeds at an annual rate ranging from 5.40%
to 5.95% 153 624 724 1,249 2,478 1,953
------- ------- -------- -------- --------- -------
Pro forma net income as adjusted for unusual items
and the pro forma effects of the divestitures of
Molded Products and Brudi $ 8,848 $ 5,788 $ 17,131 $ 11,466 $ 25,407 $31,072
======= ======= ======== ======== ========= =======
Earnings per common and dilutive common
equivalent share (adjusted for 3-for-2 stock split
effective January 1, 1996):
As reported $ .66 $ .45 $ 1.92 $ .78 $ 1.80 $2.96
As adjusted for unusual items .66 .45 1.30 .81 1.80 2.30
Pro forma as adjusted for unusual items and the
pro forma effects of the divestitures of
Molded Products and Brudi .67 .43 1.32 .84 1.90 2.38
The pro forma operating results presented above assume that Tredegar
sold Molded Products and Brudi at the beginning of the periods shown
(except no pro forma adjustments are applicable to Molded Products in
the second quarter of 1996 since it was sold prior to that time) and
invested related after-tax proceeds of approximately $48 million and
$21 million, respectively, in cash equivalents. The pro forma financial
information is unaudited and does not purport to be indicative of the
future results or financial position of Tredegar or the net income and
financial position that would actually have been attained had the
divestitures occurred on the dates or for the period indicated.
4. The components of inventories are as follows:
(In Thousands)
June 30 Dec. 31
1996 1995
-------------- --------------
Finished goods $ 2,108 $ 4,619
Work-in-process 1,242 4,217
Raw materials 7,416 17,946
Stores, supplies and other 6,430 6,366
============== ==============
Total $17,196 $33,148
============== ==============
The decline in inventory during the period is due primarily to the sale
of Molded Products and Brudi (see Note 2 on page 5).
5. Interest payments (net of amount capitalized) for the six months ended
June 30, 1996 and 1995 were $1.2 million and $1.6 million,
respectively. Income tax payments (net) for the six months ended June
30, 1996 and 1995 were $7.4 million and $7.5 million, respectively.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Results of Operations
Second Quarter 1996 Compared with Second Quarter 1995
Net income for the second quarter of 1996 was $8.7 million or 66 cents
per share, up from $6.1 million or 45 cents per share in the second quarter of
1995. The improved results were driven primarily by higher volume of diaper
backsheet, agricultural and masking films in Film Products and higher volume in
Aluminum Extrusions.
Second-quarter net sales decreased by 15.6% in 1996 due primarily to
the divestitures of Molded Products and Brudi and lower selling prices
(reflecting lower plastic resin and aluminum costs), partially offset by higher
volume of diaper backsheet, agricultural and masking films and aluminum
extrusions.
The gross profit margin during the second quarter of 1996 increased to
20.5% from 16.9% in 1995 due primarily to higher volume of diaper backsheet,
agricultural and masking films, improved operating results in Argentina, lower
plastic resin costs and the effects of divestitures, partially offset by startup
costs associated with nonwoven film laminate (cloth-like) backsheet production.
Selling, general and administrative expenses decreased by $2.9 million
or 22.9% due to the divestitures of Molded Products and Brudi and cost
reductions at APPX Software. Research and development expenses increased by
$794,000 or 44.2% due to higher spending at Molecumetics and higher product
development spending at Film Products.
Interest income, which is included in other income in the consolidated
statements of income, increased to $740,000 in 1996 from $63,000 in 1995 due to
the investment in cash equivalents of divestiture proceeds and cash generated
from operations. Interest expense declined due to higher capitalized interest
from an increase in capital expenditures, lower revolving credit facility fees
and lower average debt outstanding.
The effective tax rate declined slightly to 36.5% in the second quarter
of 1996 from 36.8% in the second quarter of 1995 due primarily to a lower
effective state income tax rate from proportionally higher domestic income in
states with lower tax rates, proportionally higher foreign income that is exempt
from state income taxes, and higher tax-exempt interest income.
Six Months 1996 Compared with Six Months 1995
Net income for the first six months of 1996 was $25 million or $1.92
per share, up from $10.5 million or 78 cents per share in the first six months
of 1995. Unusual items recognized in the first quarter of 1996 affecting the
comparability of operating results for the sixth-month period include a gain of
$19.9 million ($13.7 million after income taxes) on the sale of Molded Products,
partially offset by a charge of $9.1 million ($5.7 million after income tax
benefits) related to the loss on the divestiture of Brudi (see Note 2 on page 5
and Note 3 on page 6). Unusual items recognized in the first quarter of 1995
affecting the comparability of operating results during the first six months of
1995 include a charge of $2.4 million ($1.6 million after income tax benefits)
for the restructuring of APPX Software and a recovery of $1.75 million ($1.1
million after income taxes) related to a final judgment in connection with a
Film Products product liability lawsuit.
Net income excluding unusual items for the first six months of 1996 was
$17 million or $1.30 per share, up from $11 million or 81 cents per share in the
first six months of 1995. The improved results were driven primarily by higher
volume of diaper backsheet and agricultural films in Film Products and cost
reductions and quality improvements in Aluminum Extrusions.
Net sales for the first six months of 1996 decreased by 11% due to the
divestitures of Molded Products and Brudi and lower selling prices (reflecting
lower plastic resin and aluminum costs), partially offset by higher volume of
diaper backsheet and agricultural films. Volume in Aluminum Extrusions was flat
for the first six months of 1996 compared with the prior year.
The gross profit margin during the first six months of 1996 increased
to 20% from 16.1% in 1995 due primarily to higher volume of diaper backsheet and
agricultural films, improved operating results in Argentina and lower plastic
resin costs, partially offset by startup costs associated with nonwoven film
laminate (cloth-like) backsheet production. Cost reductions and quality
improvements in Aluminum Extrusions also contributed to the increase.
Selling, general and administrative expenses decreased by $4.1 million
or 16.4% due to the divestitures of Molded Products and Brudi and cost
reductions at APPX Software, partially offset by selling, general and
administrative expenses from the films business acquired in Argentina in March
1995. Research and development expenses increased by $1.3 million or 33.3% due
to higher spending at Molecumetics and higher product development spending at
Film Products.
Interest income, which is included in other income in the consolidated
statements of income, increased to $832,000 in 1996 from $159,000 in 1995 due to
the investment in cash equivalents of divestiture proceeds and cash generated
from operations. Interest expense declined due to higher capitalized interest
from an increase in capital expenditures, lower revolving credit facility fees
and lower average debt outstanding.
The effective tax rate excluding unusual items declined to 36.3% from
37% due primarily to a lower effective state income tax rate from proportionally
higher domestic income in states with lower tax rates, proportionally higher
foreign income that is exempt from state income taxes and higher tax-exempt
interest income.
Segment Results
The following tables present Tredegar's net sales and operating profit
by segment for the second quarter and six months ended June 30, 1996 and 1995.
Net Sales by Segment
(In Thousands)
(Unaudited)
Second Quarter Six Months
Ended June 30 Ended June 30
------------------- -------------------
1996 1995 1996 1995
-------- -------- -------- --------
Plastics:
Film Products and Fiberlux $ 63,724 $ 61,561 $123,181 $122,468
Molded Products -- 23,339 21,131 45,066
Metal Products:
Aluminum Extrusions 56,298 56,275 109,214 115,822
Brudi 5,868 8,014 13,380 16,538
Technology 441 493 812 871
-------- -------- -------- --------
Total net sales $126,331 $149,682 $267,718 $300,765
======== ======== ======== ========
Operating Profit by Segment
(In Thousands)
(Unaudited)
Second Quarter Six Months
Ended June 30 Ended June 30
-------------------- ---------------------
1996 1995 1996 1995
-------- -------- -------- --------
Plastics:
Film Products and Fiberlux $ 10,512 $ 8,066 $ 21,557 $ 16,963
Molded Products -- 1,322 1,011 1,720
Unusual items (a) -- -- 19,893 1,750
-------- -------- -------- --------
10,512 9,388 42,461 20,433
-------- -------- -------- --------
Metal Products:
Aluminum Extrusions 6,270 5,112 11,246 8,739
Brudi 8 389 231 87
Unusual items (b) -- -- (9,146) --
-------- -------- -------- --------
6,278 5,501 2,331 8,826
-------- -------- -------- --------
Technology:
Ongoing operations (1,540) (1,383) (2,785) (3,038)
Unusual items (c) -- -- -- (2,400)
-------- -------- -------- --------
(1,540) (1,383) (2,785) (5,438)
-------- -------- -------- --------
Total operating profit 15,250 13,506 42,007 23,821
Interest income 740 63 832 159
Interest expense 499 854 1,149 1,577
Corporate expenses, net 1,835 3,099 4,316 5,574
-------- -------- -------- --------
Income before income taxes 13,656 9,616 37,374 16,829
Income taxes 4,983 3,542 12,354 6,310
-------- -------- -------- --------
Net income (d) $ 8,673 $ 6,074 $ 25,020 $ 10,519
======== ======== ======== ========
Notes to Segment Tables:
(a) Includes a pretax gain recognized in the first quarter of 1996 on the
sale of Molded Products and a recovery recognized in the first quarter
of 1995 related to a final judgment in connection with a Film Products
product liability lawsuit (see Note 2 on page 5 and Note 3 on page 6).
(b) Represents a pretax charge recognized in the first quarter of 1996 for
the loss on the divestiture of Brudi (see Note 2 on page 5 and Note 3
on page 6).
(c) Represents a pretax charge for the restructuring of APPX Software (see
Note 3 on page 6).
(d) See Note 3 on page 6 for historical and pro forma net income and
earnings per common and dilutive common equivalent share adjusted for
unusual items affecting the comparability of operating results and the
pro forma effects of the divestitures of Molded Products and Brudi.
Sales in Film Products for the second quarter of 1996 increased over
the prior year due to higher volume of diaper backsheet, agricultural and
masking films, while sales for the first six months of 1996 increased due to
higher volume of diaper backsheet and agricultural films and the acquisition of
a films business in Argentina in March 1995. The positive impact on sales of
higher volume for the second quarter and first six months of 1996 was partially
offset by lower selling prices, which reflected lower plastic resin costs.
Operating profit increased in Film Products for the second quarter and six
months due to higher volume in the areas noted above and improved operating
results in Argentina, partially offset by startup costs associated with nonwoven
film laminate (cloth-like) backsheet production. Operating profits in Fiberlux
also improved.
Sales in Aluminum Extrusions increased during the second quarter of
1996 due to higher volume (up 7.6%), partially offset by lower selling prices
reflecting lower aluminum costs. Sales in Aluminum Extrusions for the first six
months of 1996 decreased due to lower selling prices, which reflected lower
aluminum costs. Volume in Aluminum Extrusions for the first six months of 1996
was flat compared to the prior year. Operating profit in Aluminum Extrusions
during the second quarter of 1996 increased by 22.7% or $1.2 million due
primarily to higher volume, while operating profit during the first six months
of 1996 increased by 28.7% or $2.5 million due primarily to cost reductions and
quality improvements.
Ongoing Technology segment losses increased by $157,000 during the
second quarter of 1996 due to higher research and development spending at
Molecumetics. Ongoing Technology segment losses for the first six months of 1996
declined by $253,000 due to the restructuring of APPX Software, partially offset
by higher spending at Molecumetics. Additionally, the results for the second
quarter and first six months of 1995 include a $329,000 writedown of a medical
technology investment.
Liquidity and Capital Resources
Tredegar's total assets increased to $332.4 million at June 30, 1996,
from $314.1 million at December 31, 1995, due to cash generated from operating
activities in excess of capital expenditures and dividends ($12.7 million),
capital expenditures in excess of depreciation ($2.9 million), an increase in
prepaid pension expense (included in other assets) for the curtailment of
participation by Molded Products employees in one of Tredegar's defined benefit
plans ($1.8 million) and other items ($2 million), partially offset by the
divestitures of Molded Products and Brudi for combined cash consideration of
$71.6 million (net of transaction costs), which was $1.1 million less than the
book value of their assets at December 31, 1995. Accounts payable, accrued
expenses, deferred income taxes and other noncurrent liabilities declined from
December 31, 1995 to June 30, 1996 due to the divestitures of Molded Products
and Brudi. Income taxes payable of $4.9 million resulted from timing differences
between income tax accruals and payments during the year.
Debt at June 30, 1996 and December 31, 1995 consisted of a $35 million,
7.2% note maturing in June 2003. The first annual principal payment of $5
million is due June 1997, and has been classified as long-term debt in
accordance with Tredegar's ability to refinance such obligation on a long-term
basis. At June 30, 1996, Tredegar had cash and cash equivalents in excess of
debt of $50 million, compared to net debt (debt in excess of cash and cash
equivalents) of $32.9 million at December 31, 1995.
Net cash provided by operating activities in excess of capital
expenditures and dividends increased to $12.7 million in the first six months of
1996 from $5.6 million in 1995 due to improved operating results and the timing
of income tax payments, partially offset by higher capital expenditures. For the
six months ended June 30, 1996, capital expenditures of $13.5 million exceeded
depreciation and prior-period capital expenditures by $2.9 million and $3.1
million, respectively, due to capital additions for new nonwoven film laminate
capacity, expansion of permeable film capacity in Europe and Brazil, and the
initial phases of a modernization program to upgrade certain areas of the
aluminum extrusions facility in Newnan, Georgia. Approximately $4.2 million is
expected to be spent on the Newnan program in 1996 and 1997, most of which will
occur in 1996.
The $12.7 million of excess cash generated during the first six months
of 1996 combined with the $2.1 million cash and cash equivalents balance at
December 31, 1995, the proceeds from the divestiture of Molded Products and
Brudi ($71.6 million after transaction costs) and cash used for certain
technology investments and other items ($1.4 million), resulted in a cash and
cash equivalents balance of $85 million at June 30, 1996.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
Tredegar's Annual Meeting of Shareholders was held on May 21,
1996. The following sets forth the vote results with respect
to each of the matters voted upon at the meeting:
(a) Election of Directors
No. of No. of Votes
Nominee Votes "For" "Withheld"
Phyllis Cothran 11,371,193 159,591
Richard W. Goodrum 11,385,478 145,306
Floyd D. Gottwald, Jr. 11,386,635 144,149
There were no broker non-votes with respect to the election of
directors.
(b) Approval of Auditors
Approval of the designation of Coopers & Lybrand L.L.P.
as the auditors for Tredegar for 1996:
No. of Votes No. of Votes No. of
"For" "Against" Abstentions
11,465,363 30,167 35,254
There were no broker non-votes with respect to the approval of
auditors.
(c) Approval of Tredegar Industries, Inc. 1996 Incentive Plan
No. of Votes No. of Votes No. of
"For" "Against" Abstentions
9,549,370 1,827,969 153,445
There were no broker non-votes with respect to the approval of
the 1996 Incentive Plan.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit No.
3 Amended By-laws
10 Stock Purchase Agreement, and the amendment thereto,
by and between Tredegar Industries, Inc. and Long
Reach Holdings, Inc. made as of March 27, 1996.
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
27 Financial Data Schedule
(b) Reports on Form 8-K. As reported in the Form 10-Q for the
quarter ended March 31, 1996, Registrant filed a Form 8-K on
April 11, 1996 with respect to the sale of all of the
outstanding capital stock of Tredegar Molded Products Company.
SIGNATURES
Pursuant to the requirements 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)
Date: August 12, 1996 /s/ N. A. Scher
------------------------ --------------------------------------
Norman A. Scher
Executive Vice President,
Treasurer and Chief Financial
Officer (Principal Financial
Officer)
Date: August 12, 1996 /s/ D. Andrew Edwards
------------------------ --------------------------------------
D. Andrew Edwards
Corporate Controller
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
3 Amended By-laws
10 Stock Purchase Agreement, and the amendment thereto, by and
between Tredegar Industries, Inc. and Long Reach Holdings, Inc.
made as of March 27, 1996. (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
27 Financial Data Schedule