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, 1994
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 [ ].
Aggregate market value of voting stock held by non-affiliates of the registrant
as of January 31, 1995:* $123,563,074.38
Number of shares of Common Stock outstanding as of January 31, 1995: 8,996,758
*In determining this figure, an aggregate of 2,619,309 shares of Common
Stock, reported in the registrant's proxy statement for the 1995 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, 1995, as reported by The Wall Street Journal.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Tredegar Industries, Inc.'s Annual Report to Shareholders for
the year ended December 31, 1994 (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
1995 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 . . . . . . . . . . . . . . . . . . 1-8 15-16, 24-26,28
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 . . . . . . . . 47-48
6. Selected financial data . . . . . . . . . . 14
7. Management's discussion and analysis of
financial condition and results of operations 15-16, 18-26,28
8. Financial statements and supplementary data. 27-46
9. Changes in and disagreements with accountants
on accounting and financial disclosure. . . None
Part III
10. Directors and executive officers of the
registrant* . . . . . . . . . . . . . . . . 10-11 12 2-4, 6
11. Executive compensation* . . . . . . . . . . 8-15
12. Security ownership of certain beneficial
owners and management* . . . . . . . . . . 5-7
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 . . . . . . 29-46
(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") 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 and technology businesses (primarily software and rational drug
design research).
On February 4, 1994, Tredegar sold its remaining oil and gas
properties for approximately $8 million and recognized an after-tax gain of
$3.9 million. On August 16, 1994, The Elk Horn Coal Corporation ("Elk
Horn"), Tredegar's 97% owned coal subsidiary, was acquired through merger
by Pen Holdings, Inc., for an aggregate consideration of $71 million ($67.5
million after minority interests and transaction costs). Tredegar realized
an after-tax gain on the transaction of $25.7 million. In the first
quarter of 1994, Tredegar recognized an income tax benefit of $3.3 million
on the difference between the financial reporting and income tax basis of
Elk Horn. The divestiture of Elk Horn completes Tredegar's exit from its
energy businesses. Tredegar's Energy segment has been reported as
discontinued operations.
The following discussion of Tredegar's continuing businesses should be
read in conjunction with the information contained on pages 15-16, 18-26
and 28 of the Annual Report referred to in Item 7 below.
Plastics
The Plastics segment is composed of the Film Products division ("Film
Products"), Tredegar Molded Products Company ("Molded Products") and
Fiberlux, Inc. ("Fiberlux"). Film Products and Molded Products manufacture
a wide range of products including specialty films, injection-molded
products and custom injection molds. Broad application for these products
is found in films for packaging, medical, industrial, agricultural and
disposable personal products, including diapers, and in molded products for
industrial, household, personal-care, medical and electronics products.
Fiberlux produces vinyl extrusions, windows and patio doors. These
products are produced at various locations throughout the United States and
are sold both directly and through distributors. Tredegar also has films
plants located in the Netherlands, Brazil and 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 the largest U.S. supplier of embossed and
permeable films for disposable personal products. In each of the last
three years, this class of products accounted for more than 20% of the
consolidated revenues of Tredegar.
Film Products supplies embossed films to domestic and international
manufacturers for use as backsheet in such disposable products as baby
diapers, adult incontinent products, feminine hygiene pads and hospital
underpads. Film Products' primary customer for embossed films for
backsheet is The Procter & Gamble Company ("P&G"), the leading disposable
diaper manufacturer. Film Products also sells embossed films to several
producers of private label products. Film Products competes with several
foreign and domestic film products manufacturers in the backsheet market.
In 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. In 1994, Film Products' North American backsheet volumes
increased due to new customers and increased film gauging for several
products. International backsheet shipments also increased in 1994
primarily due to higher export volume to the Far East and improved volumes
in Film Products' Sao Paulo, Brazil, facility.
Film Products supplies permeable films to P&G for use as topsheet in
adult incontinent products, feminine hygiene products and hospital
underpads. The processes used in manufacturing these films were developed
jointly by Film Products and P&G and are covered by applicable patents held
by P&G and Tredegar. Film Products also sells significant amounts of
permeable films to international affiliates of P&G.
In 1991, permeable film volumes improved over 1990 due to higher
international sales, primarily in the Far East. In 1992, permeable film
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. In 1994, permeable
volumes improved over 1993 volumes due to higher sales to Europe, North
America and Latin America, partially offset by lower sales to the Far East.
Overall, 1994 sales were slightly higher than 1993, but slightly lower than
1992.
P&G also purchases molded plastic products from Molded Products. P&G
and Tredegar have had a successful long-term relationship based on
cooperation, product innovation and continuous process improvement. The
loss or significant reduction of business associated with P&G would have a
material adverse effect on Tredegar's business.
Industrial. Film Products produces a line of oriented films under the name
MONAX (Registered). These are high strength, high moisture barrier films
that allow both cost and source reduction opportunities over current
packaging mediums. During 1995, Film Products will concentrate on
increasing awareness of MONAX (Registered) film and the promotion of heat
sealable versions that were commercialized in 1994. The heat sealable film
can be sold directly to end-users in food, industrial, and medical
packaging markets.
Film Products also produces coextruded and monolayer permeable
fabrics under the name of VisPore (Registered). These fabrics 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 (Registered), are used as masking films that
protect polycarbonate, acrylics and glass from damage during fabrication,
shipping and handling.
Raw Materials. The primary raw materials for films produced by Film
Products are low-density and linear low-density polyethylene resins, which
Film Products obtains from domestic and foreign suppliers at competitive
prices.
Tredegar's management believes that there will be an adequate supply
of polyethylene resins in the immediate future. Changes in resin prices,
and the timing thereof, could have a significant impact on the
profitability of this division. Resin prices began increasing in the
second half of 1994 and were generally followed by an increase in related
selling prices.
Research and Development. Film Products has a technical center in Terre
Haute, Indiana. Film Products holds 36 U.S. patents and ten U.S.
trademarks. Expenditures for research and development have averaged
approximately $3.1 million per year during the past three years.
Molded Products
Molded Products manufactures five major categories of products:
packaging products, industrial products, parts for medical products, parts
for electronics products and injection-mold tools. Packaging products
represent more than half of Molded Products' business.
Packaging Products. The packaging group produces deodorant canisters, lip
balm sticks, custom jars, plugs, fitments and closures, primarily for
toiletries, cosmetics, pharmaceuticals and personal hygiene markets.
Molded Products is the leading U.S. producer of lip balm sticks. Molded
Products competes with various large producers in the packaging market.
In August 1994, Molded Products announced its intention to close its Alsip,
Illinois, plant and transfer its packaging business to a new facility in
Graham, North Carolina, and other Molded Products facilities in an effort
to reduce costs while improving service to customers in the eastern U.S.
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
engineered-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 Products' subsidiary, Polestar Plastics Manufacturing Company,
acquired the assets of a custom molder of precision parts for the medical
and electronics markets. Products supplied to the medical market include,
among others, disposable plastic parts for laparoscopic surgery
instruments, staple guns, needle protector devices and syringe housings.
Products supplied to the electronics market include, among others,
connectors for computer cables and circuit boards.
Injection-Mold Tools. Molded Products' tooling group produces injection
molds for internal use and for sale to other custom and captive molders.
Molded Products operates one of the largest independent tool shops in the
United States in St. Petersburg, Florida.
Raw Materials. Polypropylene and polyethylene resin are the primary raw
materials used by Molded Products. Molded Products also uses polystyrene
resins. Molded Products purchases those 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. During 1994, resin prices began to increase. Molded Products'
management believes that there will be an adequate supply of these resins
in the immediate future.
Research and Development. Molded Products owns seven U.S. patents and four
U.S. trademarks and has spent an average of $0.2 million each year for the
last three years for research and development. Molded Products maintains a
technical center as part of its St. Petersburg, Florida, complex.
Fiberlux
Fiberlux is a leading U.S. producer of rigid vinyl extrusions, windows
and patio doors. Fiberlux products are sold to fabricators and directly to
end users. The subsidiary's primary raw material, polyvinyl chloride
resin, is purchased from producers in open market purchases and under
contract. No critical shortages of polyvinyl chloride resins are expected.
Fiberlux 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"). Bonnell and Capitol ("Aluminum Extrusions") produce
soft alloy aluminum extrusions primarily for the building and construction
industry, and for transportation and consumer durables markets. Brudi,
acquired by Tredegar in April 1991, primarily produces steel attachments
and uprights for the forklift truck market.
Aluminum Extrusions
Aluminum Extrusions manufactures plain, anodized and painted aluminum
extrusions for sale directly to fabricators and distributors that use
aluminum extrusions in the production of curtain walls, moldings,
architectural shapes, running boards, tub and shower doors, boat
windshields, window components and furniture, among other products. Sales
are made primarily in the United States, principally east of the Rocky
Mountains. Sales are substantially affected by the strength of the
building and construction industry, which accounts for a majority of
product sales.
Raw materials for Aluminum Extrusions, consisting of aluminum ingot,
aluminum scrap and various alloys, are purchased from domestic and foreign
producers in open market purchases and under short-term contracts. Profit
margins for products in Aluminum Extrusions are sensitive to fluctuations
in aluminum ingot and scrap prices, which account for more than 40 percent
of product cost. Aluminum ingot prices increased significantly during 1994
and were generally followed by an increase in related selling prices;
however, there is no assurance that further increases 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 twelve U.S. trademarks.
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, England, to serve the European market.
Brudi holds three U.S. patents and three U.S. trademarks.
Technology
The Technology segment is composed primarily of investments in high-
technology businesses and related research.
In December 1992, Tredegar acquired APPX Software, Inc. ("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 is the result of management's determination that income
generated by the acquired products will not be sufficient to recover the
unamortized costs associated with the intangible software assets purchased.
On January 31, 1995, APPX Software announced a restructuring aimed at
eliminating its operating losses, which were $4.7 million ($3.1 million
after income tax benefits or 30 cents per share) in 1994. While new
product development activities will be curtailed, APPX Software intends to
continue to sell, maintain and support existing products. In connection
with the restructuring, Tredegar expects to recognize a charge ranging from
$2.1 million to $2.8 million ($1.4 million to $1.8 million after income tax
benefits) in the first quarter of 1995. The market for software products
is very competitive and characterized by short product life cycles.
During 1992, Molecumetics, Ltd., a subsidiary of Tredegar
("Molecumetics"), commenced operation of its rational drug design research
laboratory in Seattle, Washington. Molecumetics provides proprietary
chemistry for the synthesis of small molecule therapeutics and vaccines.
Using synthetic chemistry techniques, researchers can fashion small
molecules that imitate the bioactive portion of larger and more complex
molecules. For customers in the pharmaceutical and biotechnology
industries, these synthetically-produced compounds offer significant
advantages over naturally occurring proteins in fighting diseases because
they are smaller and more easily absorbed in the human body, less subject
to attack by enzymes, more specific in their therapeutic activity, and
faster and less expensive to produce.
APPX Software owns four U.S. copyrights. Molecumetics holds one U.S.
trademark. Molecumetics has filed a number of patent applications with
respect to its technology. Businesses included in the Technology segment
spent $5.4 million in 1994, $5.6 million in 1993 and $1.9 million in 1992
for research and development.
Miscellaneous
Patents, Licenses and Trademarks. Tredegar considers patents, licenses and
trademarks to be of significance to its Plastics segment and its APPX
Software and Molecumetics subsidiaries. Tredegar routinely applies for
patents on significant patentable developments with respect to all of its
businesses. Patents owned by Tredegar and its subsidiaries have 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 1994, 1993 and 1992, approximately $8.3
million, $9.1 million and $5.0 million, respectively, was spent on company-
sponsored research and development activities in connection with the
businesses of Tredegar and its subsidiaries. See "Business of Tredegar -
Plastics and Other Businesses."
Backlog. Backlogs are not material to Tredegar.
Government Regulation. Laws concerning the environment that affect or
could affect Tredegar's domestic operations include, among others, the
Clean Water Act, the Clean Air Act, the Resource Conservation Recovery Act,
the Occupational Safety and Health Act, the National Environmental Policy
Act, the Toxic Substances Control Act, the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), regulations
promulgated under these acts, and any other federal, state or local laws or
regulations governing environmental matters. The operations of Tredegar
and its subsidiaries are in substantial compliance with all applicable
laws, regulations and permits. In order to maintain substantial compliance
with such standards, Tredegar may be required to incur expenditures, the
amounts and timing of which are not presently determinable but which could
be significant, in constructing new facilities or in modifying existing
facilities.
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 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 3,500
people. Tredegar considers its relations with its employees to be good.
Item 2. PROPERTIES
General
Most of the improved real property and the other assets of Tredegar
and its subsidiaries are owned, and none of the owned property is subject
to an encumbrance material to the consolidated operations of Tredegar and
its subsidiaries. Tredegar considers the condition of the plants,
warehouses and other properties and assets owned or leased by Tredegar and
its subsidiaries to be generally good. Additionally, Tredegar considers
the geographical distribution of its plants to be well-suited to satisfying
the needs of its customers.
Tredegar believes that the capacity of its plants to be adequate for
immediate needs of its businesses. Tredegar's plants generally have
operated at 70-85 percent of capacity. Tredegar's corporate headquarters
offices are located at 1100 Boulders Parkway, Richmond, Virginia 23225.
Plastics
The Plastics segment has the following principal plants and
facilities:
Location Principal Operations
Carbondale, Pennsylvania Production of plastic films
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 plastic products
South Grafton, Massachusetts
Graham, North Carolina (leased) (c)
St. Petersburg, Florida (3)
(technical center and
two production
facilities)
Phillipsburg, Pennsylvania (leased)
State College, Pennsylvania (leased)
Pawling, New York Production of vinyl extrusions,
Purchase, New York (headquarters) (leased) windows and patio doors
South Bend, Indiana
(a) Acquired by Tredegar during the first quarter of 1995.
(b) Tredegar has announced the closing or other disposition of this plant.
(c) Scheduled to be operational in the second quarter of 1995.
Metal Products
The Metal Products segment has the following principal plants and
facilities:
Location Principal Operations
Carthage, Tennessee Production of aluminum
Kentland, Indiana extrusions, finishing
Newnan, Georgia
Ridgefield, Washington Production of uprights
Kelso, Washington and attachments
Adelaide, Australia
Halifax, England
Technology
APPX Software leases office space in Richmond, Virginia and in
Atlanta, Georgia. Molecumetics leases its laboratory space in Bellevue,
Washington.
Item 3. LEGAL PROCEEDINGS
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Executive Officers of Tredegar
Set forth below are the names, ages and titles of the executive
officers of Tredegar:
Name Age Title
John D. Gottwald 40 President and
Chief Executive Officer
Richard W. Goodrum 66 Executive Vice President and
Chief Operating Officer
Norman A. Scher 57 Executive Vice President,
Chief Financial Officer
and Treasurer
Michael W. Giancaspro 40 Vice President, Corporate
Planning
Steven M. Johnson 44 Vice President, Corporate
Development
Douglas R. Monk 49 Vice President and President,
Aluminum Extrusions
Anthony J. Rinaldi 57 Vice President and President,
Film Products
Frederick P. Woods 50 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.
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.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The information contained on pages 47 and 48 of the Annual Report
under the captions "Dividend Information," "Stock Listing" and
"Market Prices of Common Stock and Shareholder Data" is
incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA
The information for the five years ended December 31, 1994,
contained in the "Five-Year Summary" on page 14 of the Annual
Report is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The textual and tabular information concerning the years 1994,
1993 and 1992 contained on pages 15, 16, 18 through 26 and 28 of
the Annual Report is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements contained on pages 30
through 33, the notes to financial statements contained on pages
34 through 46, the report of independent accountants on page 29,
and the information under the caption "Selected Quarterly
Financial Data (Unaudited)" on page 27 and related notes on page
28 of the Annual Report are incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained on pages 2 through 4 of the Proxy
Statement under the caption "Election of Directors" concerning
directors and persons nominated to become directors of Tredegar
is incorporated herein by reference. See "Executive Officers of
Tredegar" at the end of Part I above for information about the
executive officers of Tredegar.
The information contained on page 6 of the Proxy Statement under
the caption "Stock Ownership" is incorporated herein by
reference.
Item 11. EXECUTIVE COMPENSATION
The information contained on pages 8 through 15 of the Proxy
Statement under the caption "Compensation of Executive Officers
and Directors" concerning executive compensation is incorporated
herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The information contained on pages 5 through 8 of the Proxy
Statement under the caption "Stock Ownership" is incorporated
herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) Documents:
(1) Financial statements - the following consolidated financial
statements of the registrant are included on pages 29 to 46
in the Annual Report and are incorporated herein by
reference in Item 8.
Report of independent accountants.
Consolidated balance sheets as of December 31, 1994 and
1993.
Consolidated statements of income, shareholders' equity and
cash flows for the years ended December 31, 1994, 1993 and
1992.
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 3.2 to
Tredegar's Annual Report on Form 10-K for the year
ended December 31, 1993, 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 June 30, 1993, and incorporated
herein by reference)
4.4 Revolving Credit Facility Agreement dated as of
August 18, 1994, among Tredegar Industries, Inc., the
banks named therein, Chemical Bank as Administrative
Agent and NationsBank of Virginia, N.A., as Co-Agent
(filed as Exhibit 4.1 to Tredegar's Quarterly Report
on Form 10-Q for the quarter ended September 30,
1994, and incorporated herein by reference)
4.5 Credit Agreement dated as of August 19, 1994 among
Tredegar, the banks named therein, and LTCB Trust
Company, as Agent (filed as Exhibit 4.2 to Tredegar's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994, 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, 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 Per Share Earnings
13 Tredegar Annual Report to Shareholders for the year
ended December 31, 1994 (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
(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.
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 24, 1995 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 24, 1995.
Signature Title
/s/ John D. Gottwald President
(John D. Gottwald) (Principal Executive Officer
and Director)
/s/ N. A. Scher Executive Vice President,
(Norman A. Scher) Treasurer and Director
(Principal Financial Officer)
/s/ D. Andrew Edwards Corporate Controller
(D. Andrew Edwards) (Principal Accounting Officer)
/s/ R. W. Goodrum Executive Vice President and
(Richard W. Goodrum) Director
/s/ Austin Brockenbrough, III Director
(Austin Brockenbrough, III)
/s/ Phyllis Cothran Director
(Phyllis Cothran)
/s/ Bruce C. Gottwald Director
(Bruce C. Gottwald)
/s/ Floyd D. Gottwald, Jr. Director
(Floyd D. Gottwald)
/s/ Andre B. Lacy Director
(Andre B. Lacy)
/s/ James F. Miller Director
(James F. Miller)
/s/ Emmett J. Rice Director
(Emmett J. Rice)
/s/ W. Thomas Rice Director
(W. Thomas Rice)
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 3.2 to Tredegar's
Annual Report on Form 10-K for the year ended December 31, 1993,
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 August 18, 1994,
among Tredegar Industries, Inc., the banks named therein,
Chemical Bank as Administrative Agent and NationsBank of
Virginia, N.A., as Co-Agent (filed as Exhibit 4.1 to Tredegar's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1994, and incorporated herein by reference)
4.5 Credit Agreement dated as of August 19, 1994 among Tredegar
Industries, Inc., the banks named therein, and LTCB Trust
Company, as Agent (filed as Exhibit 4.2 to Tredegar's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1994, 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, 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 Per Share Earnings
13 Tredegar Annual Report to Shareholders for the year ended
December 31, 1994 (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.