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. <TABLE> Tredegar Industries, Inc. Consolidated Balance Sheets (In Thousands) (Unaudited) <CAPTION> June 30, Dec. 31, 1996 1995 --------- -------- <S> <C> <C> 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. </TABLE>
<TABLE> Tredegar Industries, Inc. Consolidated Statements of Income (In Thousands) (Unaudited) <CAPTION> Second Quarter Six Months Ended June 30 Ended June 30 --------------------- ---------------------- 1996 1995 1996 1995 --------- --------- --------- --------- <S> <C> <C> <C> <C> 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 ========= ========= ========= ========= </TABLE> See accompanying notes to financial statements
<TABLE> Tredegar Industries, Inc. Consolidated Statements of Cash Flows (In Thousands) (Unaudited) <CAPTION> Six Months Ended June 30 ----------------------- 1996 1995 -------- -------- <S> <C> <C> 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. </TABLE>
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: <TABLE> <CAPTION> (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 ------- -------- -------- -------- --------- ------- <S> <C> <C> <C> <C> <C> <C> 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 </TABLE> 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. <TABLE> <CAPTION> Net Sales by Segment (In Thousands) (Unaudited) Second Quarter Six Months Ended June 30 Ended June 30 ------------------- ------------------- 1996 1995 1996 1995 -------- -------- -------- -------- <S> <C> <C> <C> <C> 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 ======== ======== ======== ======== </TABLE> <TABLE> <CAPTION> Operating Profit by Segment (In Thousands) (Unaudited) Second Quarter Six Months Ended June 30 Ended June 30 -------------------- --------------------- 1996 1995 1996 1995 -------- -------- -------- -------- <S> <C> <C> <C> <C> 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 ======== ======== ======== ======== </TABLE>
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