UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported)
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November 21, 2012
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Tredegar Corporation
(Exact name of Registrant as specified in charter)
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Virginia
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1-10258
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54-1497771
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(State or other jurisdiction of incorporation)
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(Commission file number)
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(IRS employer identification no.)
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1100 Boulders Parkway, Richmond, Virginia
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23225
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code
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(804) 330-1000
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Not applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01.
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Other Events.
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On November 21, 2012, Tredegar Corporation (the “Company”) issued a press release announcing the completion of the disposition of all of the equity interests in Falling Springs, LLC, the Company’s mitigation banking business, to Arc Ventures, LC, a company affiliated with John D. Gottwald, a member of the Company’s Board of Directors. A copy of the press release announcing the disposition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On November 21, 2012, the Company issued a press release announcing that its Board of Directors declared a special cash dividend of $0.75 per share of the Company’s common stock. The dividend is payable on December 14, 2012, to holders of record of the Company’s common stock as of the close of business on December 7, 2012. A copy of the press release announcing the dividend is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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Item 9.01.
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Financial Statement and Exhibits.
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(d)
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Exhibits.
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99.1
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Press release issued on November 21, 2012 regarding disposition of Falling Springs, LLC.
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99.2
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Press release issued on November 21, 2012 regarding special cash dividend.
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SIGNATURE
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 hereunto duly authorized.
Date: November 21, 2012
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TREDEGAR CORPORATION
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By:
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/s/ A. Brent King
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A. Brent King
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Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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Press release issued on November 21, 2012 regarding disposition of Falling Springs, LLC.
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Press release issued on November 21, 2012 regarding special cash dividend.
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Exhibit 99.1
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Tredegar Corporation
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Contact:
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Corporate Communications
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Neill Bellamy
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1100 Boulders Parkway
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Phone: 804/330-1211
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Richmond, Virginia 23225
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Fax: 804/330-1777
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E-mail: invest@tredegar.com
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E-mail: neill.bellamy@tredegar.com
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| Web Site: www.tredegar.com |
FOR IMMEDIATE RELEASE
TREDEGAR CORPORATION ANNOUNCES SALE OF FALLING SPRINGS, LLC
RICHMOND, VA, November 21, 2012 – Tredegar Corporation (NYSE:TG) announced today that it has sold its mitigation banking business, Falling Springs, LLC, for approximately $16 million to Arc Ventures, LC, a Virginia limited liability company affiliated with John D. Gottwald, a member of Tredegar’s Board of Directors. The purchase price paid to Tredegar Corporation is comprised of cash and shares of common stock of Tredegar Corporation owned by Arc Ventures, LC.
Nancy Taylor, Tredegar’s president and chief executive officer, said, “The divestiture of our mitigation banking business is consistent with our strategy to drive for profitable growth through investment in our manufacturing businesses and acquisitions that fit our core competencies.”
MidSpan Partners acted as exclusive adviser to Tredegar in this transaction.
About Tredegar Corporation:
Tredegar Corporation is primarily a manufacturer of plastic films and aluminum extrusions. A global company headquartered in Richmond, Virginia, Tredegar had 2011 sales of $798 million. With approximately 2,000 employees, the company operates manufacturing facilities in North America, South America, Europe, and Asia. Additional information regarding Tredegar Corporation is available at www.tredegar.com.
Tredegar Corporation Announces Sale of Falling Springs, LLC
Page 2
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This news release contains forward-looking statements regarding Tredegar Corporation’s business. These forward-looking statements are not historical facts, but statements that involve risks and uncertainties. Actual results could differ materially from those included in or implied by these forward-looking statements. Accordingly, you should not place undue reliance on these forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by these forward-looking statements include the factors discussed in the reports Tredegar files with or furnishes to the Securities and Exchange Commission (the “SEC”) from time-to-time, including the risks and important factors set forth in additional detail in “Risk Factors” in Part I, Item 1A of Tredegar’s 2011 Annual Report on Form 10-K filed with the SEC. Readers are urged to review and consider carefully the disclosures Tredegar makes in its filings with the SEC. Except as required by applicable law or regulations, Tredegar does not undertake, and specifically disclaims any obligation, to update or revise any forward-looking statement.
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Exhibit 99.2
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Tredegar Corporation
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Contact:
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Corporate Communications
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Neill Bellamy
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1100 Boulders Parkway
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Phone: 804/330-1211
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Richmond, Virginia 23225
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Fax: 804/330-1777
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E-mail: invest@tredegar.com
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E-mail: nbellamy@tredegar.com
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Website: www.tredegar.com
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FOR IMMEDIATE RELEASE
TREDEGAR BOARD DECLARES SPECIAL DIVIDEND
RICHMOND, Va., November 21, 2012 – The board of directors of Tredegar Corporation (NYSE:TG) today declared a special dividend of seventy-five cents ($0.75) per share on the company’s common stock. The dividend is payable on December 14, 2012 to shareholders of record at the close of business on December 7, 2012.
Nancy Taylor, Tredegar’s president and chief executive officer, said, “This special dividend, as well as the recent increase in our regular quarterly dividend, rewards our shareholders as we have generated strong cash flow. With our solid financial position and a balanced approach to allocating capital, we will continue to consider acquisitions, investments in our businesses, share buybacks and dividends as ways to generate shareholder value.”
About Tredegar Corporation:
Tredegar Corporation is primarily a manufacturer of plastic films and aluminum extrusions. A global company headquartered in Richmond, Virginia, Tredegar had 2011 sales of $798 million. With approximately 2,000 employees, the company operates manufacturing facilities in North America, South America, Europe, and Asia. Additional information regarding Tredegar Corporation is available at www.tredegar.com.
Tredegar Board Declares Special Dividend
Page 2
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This news release contains forward-looking statements regarding Tredegar Corporation’s business. These forward-looking statements are not historical facts, but statements that involve risks and uncertainties. Actual results could differ materially from those included in or implied by these forward-looking statements. Accordingly, you should not place undue reliance on these forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by these forward-looking statements include the factors discussed in the reports Tredegar files with or furnishes to the Securities and Exchange Commission (the “SEC”) from time-to-time, including the risks and important factors set forth in additional detail in “Risk Factors” in Part I, Item 1A of Tredegar’s 2011 Annual Report on Form 10-K filed with the SEC. Readers are urged to review and consider carefully the disclosures Tredegar makes in its filings with the SEC. Except as required by applicable law or regulations, Tredegar does not undertake, and specifically disclaims any obligation, to update or revise any forward-looking statement.
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