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
For the fiscal year ended December 31, 1996
OR
[ ] TRANSACTION 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 (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, 1997:* $321,387,136.80
Number of shares of Common Stock outstanding as of January 31, 1997: 12,258,028
*In determining this figure, an aggregate of 4,095,815 shares of Common Stock,
reported in the registrant's proxy statement for the 1997 annual meeting of
shareholders as beneficially owned by Floyd D. Gottwald, Jr., Bruce C. Gottwald,
John D. Gottwald, William M. Gottwald and the members of their immediate
families 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, 1997, as reported by
The Wall Street Journal.
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DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Tredegar Industries, Inc.'s Annual Report to Shareholders for the
year ended December 31, 1996 (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
1997 Annual Meeting of Shareholders filed with the Securities and Exchange
Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934
(the "Proxy Statement") are incorporated by reference into Part III of this Form
10-K.
FORM 10-K TABLE OF CONTENTS/CROSS-REFERENCE
Proxy
Form 10-K Annual Report Statement
Part I page page page
1. Business ....................................................................... 1-5 20-22, 27-30, 32-33
2. Properties...................................................................... 5-6
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........... 50
6. Selected financial data......................................................... 18-19
7. Management's discussion and analysis of financial condition and
results of operations........................................................... 20-22, 24-30, 32-33
8. Financial statements and supplementary data..................................... 31-49
9. Changes in and disagreements with accountants on accounting and
financial disclosure............................................................ None
Part III
10. Directors and executive officers of the registrant*............................. 10 51 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.......................................... 34-49
(2) Financial statement schedules................................. None
(3) Exhibits
(b) Reports on Form 8-K.................................................... None
(c) Exhibits
(d) Financial statement schedules
*Items 11, 12 and 13 and portions of Item 10 are incorporated by reference from
the Proxy Statement pursuant to instructions G(1) and G(3) of the General
Instructions to Form 10-K.
Only those portions of the Annual Report to Shareholders referred to in the
foregoing table of contents are to be deemed "filed" as part of this Form 10-K
report.
The Securities and Exchange Commission has not approved or disapproved of this
report or passed upon its accuracy or adequacy.
PART I
Item 1. BUSINESS
Description of Business
Tredegar Industries, Inc. ("Tredegar") is engaged directly or through
subsidiaries in the manufacture of plastic films, vinyl extrusions and aluminum
extrusions. Tredegar also has interests in various technologies, including
rational drug design research and computer software.
During the first quarter of 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"). During the second quarter of 1996, Tredegar completed the sale of
Brudi, Inc. and its subsidiaries (together, "Brudi"). See Note 19 on pages 47-49
of the Annual Report for further information regarding these divestitures.
The following discussion of Tredegar's business segments should be read
in conjunction with the information contained on pages 20-22, 24-30 and 32-33 of
the Annual Report referred to in Item 7 below.
Plastic Films and Vinyl Extrusions
Tredegar's plastics business is composed of the Film Products division
("Film Products") and Fiberlux, Inc. ("Fiberlux"). Film Products manufactures
plastic films for disposable personal products (primarily diapers and feminine
hygiene products) and packaging, medical, industrial and agricultural products.
Fiberlux produces vinyl extrusions for windows and patio doors. These products
are produced at various locations throughout the United States and are sold both
directly and through distributors. Tredegar also has films plants located in the
Netherlands, Brazil and Argentina, where it produces films primarily for the
European and Latin American markets. Tredegar expects to begin operating a
disposable films production line near Guangzhou, China, in late 1997 or early
1998. Film Products and Fiberlux compete in all of its markets on the basis of
the quality and prices of its products and its service.
Film Products
Film Products produces films for two major market categories:
disposables and industrial.
Disposables. Film Products is one of the largest U.S. suppliers of
embossed and permeable films for disposable personal products. In each of the
last three years, this class of products accounted for more than 30% of the
consolidated revenues of Tredegar.
Film Products supplies embossed films and nonwoven film laminates
(cloth-like) to domestic and international manufacturers for use as backsheet in
disposable products such as baby diapers, adult incontinent products, feminine
hygiene products and hospital underpads.
Film Products' primary customer for embossed films and nonwoven film laminates
for backsheet is The Procter & Gamble Company ("P&G"), the leading global
disposable diaper manufacturer. Film Products also sells embossed films to
several producers of private label products. Film Products competes with several
foreign and domestic plastic film products manufacturers in the backsheet
market.
Film Products also supplies permeable films to P&G for use as liners in
feminine hygiene products, adult incontinent products and hospital underpads.
Film Products also sells significant amounts of permeable films to international
affiliates of P&G.
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 coextruded and monolayer permeable films
under the name of VisPore(R). These films are used to regulate fluid
transmission in many industrial, medical, agricultural and packaging markets.
Specific examples include filter plies for surgical masks and other medical
applications, permeable ground cover, thermal pouches for take-out food, natural
cheese mold release cloths and rubber bale wrap.
Differentially embossed monolayer and coextruded films are also
produced by Film Products. Some of these films are extruded in a Class 10,000
clean room and act as a disposable, protective coversheet for photopolymers used
in the manufacture of circuit boards. Other films, sold under the name of
ULTRAMASK(R), are used as masking films to protect polycarbonate, acrylics and
glass from damage during fabrication, shipping and handling.
Film Products produces a line of oriented films for food packaging,
in-mold labels and other applications under the name Monax(R) Plus. These are
high strength, high moisture barrier films that allow both cost and source
reduction opportunities over current packaging mediums.
Raw Materials. The primary raw materials for films produced by Film Products are
low-density and linear low-density polyethylene resins, which Film Products
obtains from domestic and foreign suppliers at competitive prices.
Tredegar's management believes that there will be an adequate supply of
polyethylene resins in the immediate future. Changes in resin prices, and the
timing thereof, could have a significant impact on the profit margins of this
division. Resin prices are fairly volatile and are generally followed by a
corresponding change in selling prices.
Research and Development. Film Products has a technical center in Terre Haute,
Indiana. Film Products holds 36 U.S. patents and 15 U.S. trademarks.
Expenditures for research and development have averaged approximately $3.6
million per year during the past three years.
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Fiberlux
Fiberlux is a leading U.S. producer of rigid vinyl extrusions for
windows and patio doors. Fiberlux products are sold to fabricators and directly
to end users. The subsidiary's primary raw material, polyvinyl chloride resin,
is purchased from producers in open market purchases and under contract. No
critical shortages of polyvinyl chloride resins are expected.
Fiberlux holds one U.S. patent and three U.S. trademarks.
Aluminum Extrusions
Aluminum Extrusions is composed of The William L. Bonnell Company, Inc.
and Capitol Products Corporation (together, "Aluminum Extrusions"), which
produce soft alloy aluminum extrusions primarily for the building and
construction industry, and for transportation and consumer durables markets.
Aluminum Extrusions manufactures plain, anodized and painted aluminum
extrusions for sale directly to fabricators and distributors that use aluminum
extrusions in the production of curtain walls, moldings, architectural shapes,
running boards, tub and shower doors, boat windshields, window components and
furniture, among other products. Sales are made primarily in the United States,
principally east of the Rocky Mountains. Sales are substantially affected by the
strength of the building and construction industry, which accounts for the
majority of product sales.
Raw materials for Aluminum Extrusions, consisting of aluminum ingot,
aluminum scrap and various alloys, are purchased from domestic and foreign
producers in open-market purchases and under short-term contracts. Profit
margins for products in Aluminum Extrusions are sensitive to fluctuations in
aluminum ingot and scrap prices, which account for a significant portion of
product cost. Aluminum ingot prices are fairly volatile and are generally
followed by a corresponding change in selling prices; however, there is no
assurance that higher ingot costs can be passed along to customers. Tredegar
does not expect critical shortages of aluminum or other required raw materials
and supplies.
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.
Technology
Tredegar's technology interests include Molecumetics, Ltd.
("Molecumetics"), certain technology-related investments in which Tredegar's
ownership is less than 20% (see Note 7 on page 41 of the Annual Report for
additional information) and APPX Software, Inc. ("APPX Software").
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Molecumetics, a subsidiary of Tredegar, operates its rational drug
design research laboratory in Seattle, Washington. Molecumetics provides
proprietary chemistry for the synthesis of small molecule therapeutics and
vaccines. Using synthetic chemistry techniques, researchers can fashion small
molecules that imitate the bioactive portion of larger and more complex
molecules. For customers in the pharmaceutical and biotechnology industries,
these synthetically-produced compounds offer significant advantages over
naturally occurring proteins in fighting diseases because they are smaller and
more easily absorbed in the human body, less subject to attack by enzymes, more
specific in their therapeutic activity, and faster and less expensive to
produce.
APPX Software is a developer and producer of flexible software tools
and applications. The market for software products is very competitive and
characterized by short product life cycles.
Molecumetics holds three U.S. patents and three U.S. trademarks.
Molecumetics has filed a number of other patent applications with respect to its
technology. APPX Software owns 12 U.S. copyrights and holds seven U.S.
trademarks. Businesses included in the Technology segment spent $6.8 million in
1996, $5.0 million in 1995 and $5.4 million in 1994 for research and
development.
Miscellaneous
Patents, Licenses and Trademarks. Tredegar considers patents, licenses and
trademarks to be of significance for Film Products and its Molecumetics and APPX
Software subsidiaries. Tredegar routinely applies for patents on significant
patentable developments with respect to all of its businesses. Patents owned by
Tredegar and its subsidiaries have remaining terms ranging from 1 to 16 years.
In addition, Tredegar has licenses under patents owned by third parties.
Research and Development. During 1996, 1995 and 1994, approximately $11.1
million, $8.8 million and $8.3 million, respectively, was spent on
company-sponsored research and development activities in connection with the
businesses of Tredegar and its subsidiaries.
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.
- 4 -
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.
From time to time the Environmental Protection Agency may identify
Tredegar or one of its subsidiaries as a potentially responsible party with
respect to a Superfund site under CERCLA. To date, Tredegar, indirectly, is
potentially responsible with respect to three Superfund sites. As a result,
Tredegar may be required to expend amounts on remedial investigations and
actions at such Superfund sites. Responsible parties under CERCLA may be jointly
and severally liable for costs at a site, although typically costs are allocated
among the responsible parties.
In addition, Tredegar, indirectly, is potentially responsible for one
New Jersey Spill Site Act location. Another New Jersey site is being
investigated pursuant to the New Jersey Environmental Cleanup Responsibility
Act.
Employees. Tredegar and its subsidiaries employ approximately 2,200 people.
Item 2. PROPERTIES
General
Most of the improved real property and the other assets of Tredegar and
its subsidiaries are owned, and none of the owned property is subject to an
encumbrance that is 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 are 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.
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Tredegar has the following principal plants and facilities:
Film Products Locations Principal Operations
Carbondale, Pennsylvania Production of plastic films
LaGrange, Georgia
Manchester, Iowa
New Bern, North Carolina
Tacoma, Washington (leased)
Terre Haute, Indiana (2)
(technical center and
production facility)
Kerkrade, the Netherlands
Sao Paulo, Brazil
San Juan, Argentina
Fiberlux Locations Principal Operations
Pawling, New York Production of vinyl extrusions for
Purchase, New York (headquarters) (leased) windows and patio doors
Aluminum Extrusions Locations Principal Operations
Carthage, Tennessee Production of aluminum
Kentland, Indiana extrusions, finishing
Newnan, Georgia
Technology
Molecumetics leases its laboratory space in Bellevue, Washington.
Tredegar Investments, Inc. leases office space in Seattle, Washington. APPX
Software leases office space in Richmond, Virginia.
Item 3. LEGAL PROCEEDINGS
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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Executive Officers of Tredegar
Set forth below are the names, ages and titles of the executive
officers of Tredegar:
Name Age Title
John D. Gottwald 42 President and
Chief Executive Officer
Norman A. Scher 59 Executive Vice President,
Chief Financial Officer
and Treasurer
Michael W. Giancaspro 42 Vice President, Corporate
Planning
Steven M. Johnson 46 Vice President, Corporate
Development
Douglas R. Monk 51 Vice President and President,
Aluminum Extrusions
Anthony J. Rinaldi 59 Vice President and President,
Film Products
Frederick P. Woods 52 Vice President, Personnel
Except as described below, each of these officers has served in such
capacity since July 10, 1989. Each will hold office until his successor is
elected or until his earlier removal or resignation.
Michael W. Giancaspro. Mr. Giancaspro served as Director of Corporate Planning
from March 31, 1989, until February 27, 1992, when he was elected Vice
President, Corporate Planning.
Steven M. Johnson. Mr. Johnson served as Secretary of the Corporation until
February, 1994. Mr. Johnson served as Vice President, General Counsel and
Secretary from July 10, 1989, until July, 1992, when his position was changed to
Vice President, Corporate Development and Secretary.
Douglas R. Monk. Mr. Monk was elected Vice President on August 29, 1994. Mr.
Monk has served as President of The William L. Bonnell Company, Inc. and Capitol
Products Corporation since February 23, 1993. He also served as Director of
Operations of Tredegar's Aluminum Division.
- 7 -
Anthony J. Rinaldi. Mr. Rinaldi was elected Vice President on February 27, 1992.
Mr. Rinaldi has served as General Manager of Tredegar Film Products since July
1, 1991. During 1991, he also served as Managing Director of European
operations. Mr. Rinaldi served as Director of Sales and Marketing for Tredegar
Film Products from July 10, 1989 to June, 1991.
Frederick P. Woods. Mr. Woods served as Vice President, Employee Relations from
July 10, 1989 until December, 1993, when his position was changed to Vice
President, Personnel.
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PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The information contained on page 50 of the Annual Report under the
captions "Dividend Information," "Stock Listing" and "Market Prices of
Common Stock and Shareholder Data" is incorporated herein by
reference.
Item 6. SELECTED FINANCIAL DATA
The information for the seven years ended December 31, 1996, contained
in the "Seven-Year Summary" on pages 18 and 19 of the Annual Report is
incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The textual and tabular information concerning the years 1996, 1995
and 1994 contained on pages 20 through 22, 24 through 30 and 32 and 33
of the Annual Report is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements contained on pages 35 through
38, the notes to financial statements contained on pages 39 through
49, the report of independent accountants on page 34, and the
information under the caption "Selected Quarterly Financial Data
(Unaudited)" on page 31 and related notes on page 32-33 of the Annual
Report are incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
- 9 -
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained on pages 2 through 4 of the Proxy Statement
under the caption "Election of Directors" concerning directors and
persons nominated to become directors of Tredegar is incorporated
herein by reference. See "Executive Officers of Tredegar" at the end
of Part I above for information about the executive officers of
Tredegar.
The information contained on page 4 and 5 of the Proxy Statement under
the caption "Stock Ownership" is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information contained on pages 7 through 14 of the Proxy Statement
under the caption "Compensation of Executive Officers and Directors"
concerning executive compensation is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The information contained on pages 4 through 6 of the Proxy Statement
under the caption "Stock Ownership" is incorporated herein by
reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) Documents:
(1) Financial statements - the following consolidated
financial statements of the registrant are included
on pages 34 to 49 in the Annual Report and are
incorporated herein by reference in Item 8.
Report of independent accountants.
Consolidated balance sheets as of December 31, 1996
and 1995.
Consolidated statements of income, cash flows and
shareholders' equity for the years ended December 31,
1996, 1995 and 1994.
Notes to financial statements.
(2) None.
(3) Exhibits
3.1 Amended and Restated Articles of
Incorporation of Tredegar (filed as
Exhibit 3.1 to Tredegar's Annual Report on
Form 10-K for the year ended December 31,
1989, and incorporated herein by
reference)
3.2 Amended By-laws of Tredegar (filed as
Exhibit 3 to Tredegar's Quarterly Report
on Form 10-Q for the quarter ended June
30, 1996, 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)
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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)
4.3.1 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)
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)
4.4.1 Extension Letter, dated September 16,
1996, extending the maturity date of the
Revolving Credit Facility Agreement dated
as of September 7, 1995 (filed as Exhibit
4.1 to Tredegar's Quarterly Report on Form
10-Q for the quarter ended September 30,
1996, 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)
10.5 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
S-8 Registration Statement No. 33-64647,
and incorporated herein by reference)
- 12 -
*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)
*10.10.1 Termination Agreement (with respect to
Employment Agreement) dated as of December
31, 1996, between Tredegar and Norman A.
Scher (filed herewith)
*10.11 Tredegar 1992 Omnibus Stock Incentive Plan
(filed as Exhibit 10.12 to Tredegar's
Annual Report on Form 10-K for the year
ended December 31, 1991, and incorporated
herein by reference)
*10.12 Tredegar Industries, Inc. Retirement
Benefit Restoration Plan (filed as Exhibit
10.13 to Tredegar's Annual Report on Form
10-K for the year ended December 31, 1993,
and incorporated herein by reference)
*10.13 Tredegar Industries, Inc. Savings Plan
Benefit Restoration Plan (filed as Exhibit
10.14 to Tredegar's Annual Report on Form
10-K for the year ended December 31, 1993,
and incorporated herein by reference)
*10.14 Tredegar Industries, Inc. 1996 Incentive
Plan (filed herewith )
10.15 Stock Purchase Agreement by and between
Tredegar Investments, Inc. and Precise
Technology, Inc. made as of March 11, 1996
(filed as Exhibit 99.1 to Tredegar's
Report on Form 8-K, dated March 29, 1996,
and incorporated herein by reference)
(Schedules and exhibits omitted;
Registrant agrees to furnish a copy of any
schedule or exhibit to the Securities anf
Exchange Commission upon request.)
10.16 Stock Purchase Agreement, and the
amendment thereto, by and between Tredegar
Industries, Inc. and Long Reach Holdings,
Inc. made as of March 27, 1996 (filed as
Exhibit 10 to Tredegar's Quarterly Report
on Form 10-Q for the quarter ended June
30, 1996, 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, 1996 (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.
- 13 -
(b) Reports on Form 8-K
None
(c) Exhibits
The response to this portion of Item 14 is submitted as a
separate section of this report.
(d) Financial Statement Schedules
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.
- 14 -
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 19, 1997 By /s/ John D. Gottwald
-------------------------
John D. Gottwald
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on February 19, 1997.
Signature Title
/s/ John D. Gottwald President
(John D. Gottwald) (Principal Executive Officer
and Director)
/s/ N. A. Scher Executive Vice President,
(Norman A. Scher) Treasurer and Director
(Principal Financial Officer)
/s/ D. Andrew Edwards Corporate Controller
(D. Andrew Edwards) (Principal Accounting Officer)
/s/ Austin Brockenbrough, III Director
(Austin Brockenbrough, III)
/s/ Phyllis Cothran Director
(Phyllis Cothran)
- 15 -
/s/ R. W. Goodrum Director
(Richard W. Goodrum
Director
(Bruce C. Gottwald)
/s/ Floyd D. Gottwald, Jr. Director
(Floyd D. Gottwald)
Director
(Andre B. Lacy)
/s/ Emmett J. Rice Director
(Emmett J. Rice)
- 16 -
EXHIBIT INDEX
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 June 30, 1996,
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)
4.3.1 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)
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)
4.4.1 Extension Letter, dated September 16, 1996, extending the maturity
date of the Revolving Credit Facility Agreement dated as of
September 7, 1995 (filed as Exhibit 4.1 to Tredegar's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996, 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)
10.5 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. 33-64647, 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)
*10.10.1 Termination Agreement (with respect to Employment Agreement) dated as
of December 31, 1996, between Tredegar and Norman A. Scher (filed
herewith)
*10.11 Tredegar 1992 Omnibus Stock Incentive Plan (filed as Exhibit 10.12
to Tredegar's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by reference)
*10.12 Tredegar Industries, Inc. Retirement Benefit Restoration Plan (filed
as Exhibit 10.13 to Tredegar's Annual Report on Form 10-K for the
year ended December 31, 1993, and incorporated herein by reference)
*10.13 Tredegar Industries, Inc. Savings Plan Benefit Restoration Plan
filed as Exhibit 10.14 to Tredegar's Annual Report on Form 10-K for
the year ended December 31, 1993, and incorporated herein by
reference)
*10.14 Tredegar Industries, Inc. 1996 Incentive Plan (filed herewith)
10.15 Stock Purchase Agreement by and between Tredegar Investments, Inc.
and Precise Technology, Inc. made as of March 11, 1996 (filed as
Exhibit 99.1 to Tredegar's Report on Form 8-K, dated March 29, 1996,
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.)
10.16 Stock Purchase Agreement, and the amendment thereto, by and between
Tredegar Industries, Inc. and Long Reach Holdings, Inc. made as of
March 27, 1996 (filed as Exhibit 10 to Tredegar's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996, 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, 1996 (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.