SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:


( )  Preliminary Proxy Statement           (  )  Confidential, for Use of the
                                                 Commission Only (as permitted
                                                 by Rule 14a-6(e)(2))
(X)  Definitive Proxy Statement
( )  Definitive Additional Materials
( )  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12


                           TREDEGAR INDUSTRIES, INC.
               (Name of Registrant as Specified in its Charter)


      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

(X)  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
     Item 22(a)(2) of Schedule 14A.

( )  $500 per each party to the controversy pursuant to Exchange Act Rule
     14a-6(i)(3).

( )  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     1)  Title of each class of securities to which transaction applies:

     2)  Aggregate number of securities to which transaction applies:

     3)  Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):

     4)  Proposed maximum aggregate value of transaction:

     5)  Total fee paid:

( )  Fee paid previously with preliminary materials.

( )  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     1)  Amount Previously Paid:

     2)  Form, Schedule, or Registration Statement No.:

     3)  Filing Party:

     4)  Date Filed:





                           TREDEGAR INDUSTRIES, INC.
                             1100 BOULDERS PARKWAY
                            RICHMOND, VIRGINIA 23225

                         ANNUAL MEETING OF SHAREHOLDERS
                                                                  March 28, 1995
To the Shareholders:

     We invite you to attend the Annual Meeting of Shareholders to be held in
THE GRAND BALLROOM OF THE JEFFERSON HOTEL, ADAMS & FRANKLIN STREETS IN RICHMOND,
VIRGINIA, ON WEDNESDAY, MAY 24, 1995, AT 9:00 A.M., EASTERN DAYLIGHT TIME. A
formal notice of the meeting, together with a proxy statement and proxy form, is
enclosed with this letter. The notice points out that you will be asked to elect
directors and approve the designation of auditors for the coming year.

     Please read the notice and proxy statement carefully, complete the proxy
form and mail it promptly.

                                      Sincerely yours,

                                         [Signature]

                                      JOHN D. GOTTWALD
                                      PRESIDENT AND CHIEF EXECUTIVE OFFICER



                           TREDEGAR INDUSTRIES, INC.
                             1100 BOULDERS PARKWAY
                            RICHMOND, VIRGINIA 23225
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

     NOTICE IS HEREBY GIVEN that the Annual Meeting of the holders of shares of
Common Stock, no par value ("Common Stock"), of Tredegar Industries, Inc.
("Tredegar") will be held in THE GRAND BALLROOM OF THE JEFFERSON HOTEL, ADAMS &
FRANKLIN STREETS IN RICHMOND, VIRGINIA, ON WEDNESDAY, MAY 24, 1995, AT 9:00
A.M., EASTERN DAYLIGHT TIME, for the following purposes:

     1. To elect three directors to serve until the 1998 annual meeting and
        until their successors are elected;
     2. To approve the designation of Coopers & Lybrand L.L.P. as auditors for
        the fiscal year ending December 31, 1995; and
     3. To transact such other business as may properly come before the meeting.

     Holders of shares of Common Stock of record at the close of business on
March 20, 1995, will be entitled to vote at the meeting.

     You are requested to complete, sign, date and return the enclosed proxy
form promptly, regardless of whether you expect to attend the meeting. A
self-addressed, stamped envelope is enclosed for your convenience.

     If you are present at the meeting, you may vote in person even if you have
already returned your proxy.

                                   By Order of the Board of Directors
                                   NANCY M. TAYLOR, SECRETARY

March 28, 1995

 

                                PROXY STATEMENT
                                      FOR
                         ANNUAL MEETING OF SHAREHOLDERS
                           TREDEGAR INDUSTRIES, INC.

                            To be held May 24, 1995

                 Approximate date of mailing -- March 28, 1995

     Proxies in the form enclosed are solicited by the Board of Directors of
Tredegar (the "Board") for the Annual Meeting of Shareholders to be held on
Wednesday, May 24, 1995. Any person giving a proxy may revoke it any time before
it is voted by voting in person at the meeting or delivering another proxy, or
written notice of revocation, to the Secretary of Tredegar. A proxy, if executed
and not revoked, will be voted and, if it contains any specific instructions,
will be voted in accordance with such instructions.

     On March 20, 1995, the date for determining shareholders entitled to vote
at the meeting, there were 9,026,548 outstanding shares of Common Stock. Each
share of Common Stock is entitled to one vote.

     The cost of the solicitation of proxies will be borne by Tredegar. In
addition to the use of the mails, proxies may be solicited personally or by
telephone by regular employees of Tredegar. Corporate Investor Communications,
Inc. has been engaged to assist in the solicitation of proxies from brokers,
nominees, fiduciaries and other custodians. Tredegar will pay that firm $4,500
for its services plus reimbursement for out-of-pocket expenses.

     Tredegar's address is 1100 Boulders Parkway, Richmond, Virginia 23225.

                             ELECTION OF DIRECTORS

     The Board is divided into three classes of directors as nearly equal in
number as possible, each of which serves for three years. The term of office of
one class of directors expires each year in rotation so that one class is
elected at each annual meeting for a three-year term.

     The terms of four of the present directors, John D. Gottwald, Andre B.
Lacy, James F. Miller and Emmett J. Rice, will expire at the 1995 Annual
Meeting. Messrs. John D. Gottwald, Andre B. Lacy and Emmett J. Rice have been
nominated by the Board for election at the 1995 Annual Meeting for the term
expiring at the 1998 Annual Meeting of Shareholders. Mr. Miller will retire from
Tredegar's Board upon the expiration of his current term.

     The election of each nominee for director requires the affirmative vote of
the holders of a plurality of the shares of Common Stock cast in the election of
directors. Unless otherwise specified in the accompanying form of proxy, it is
intended that votes will be cast for the election of all of the nominees as
directors. Votes that are withheld and shares held in street name that are not
voted in the election of directors will not be included in determining the
number of votes cast. If any of the nominees for director should be unavailable
for election, a circumstance that is not expected, the Board may
either reduce the number of directors accordingly or designate a substitute
nominee in the place and stead of the unavailable person. In the latter event,
it is intended that votes in respect of all shares for which proxies have been
given will be cast for the election of such substitute nominee.

   THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" ALL OF THE NOMINEES.

     Following is certain information concerning the nominees and the directors
whose terms of office will continue after the meeting:

AUSTIN BROCKENBROUGH, III - age 58; director since 1993; Managing Director and
President of Lowe, Brockenbrough & Tattersall, Inc. (private investment
counseling firm) since 1970. Other directorship: Trustee of The Williamsburg
Investment Trust. Term expires 1997.

PHYLLIS COTHRAN - age 48; director since 1993; President and Chief Operating
Officer of Trigon Blue Cross Blue Shield since November 1990; having served
previously as Chief Financial Officer of Trigon Blue Cross Blue Shield since
1981. Other directorship: Ethyl Corporation ("Ethyl"). Term expires 1996.

RICHARD W. GOODRUM - age 67; director since 1989; Executive Vice President and
Chief Operating Officer of Tredegar since July 10, 1989. Term expires 1996.

BRUCE C. GOTTWALD - age 61; director since 1989; Chairman of the Board and Chief
Executive Officer of Ethyl, a petroleum additives company, since March 1, 1994;
having served previously as President and Chief Operating Officer of Ethyl from
1969 until March 1, 1994. Other directorships: Albemarle Corporation
("Albemarle"), Ethyl, First Colony Corporation ("First Colony"), James River
Corporation, Dominion Resources, Inc. and CSX Corporation. Term expires 1997.

FLOYD D. GOTTWALD, JR. - age 72; director since 1989; Chairman of the Board and
Chief Executive Officer of Albemarle, a chemicals company, and Vice Chairman of
Ethyl since March 1, 1994; having served previously as Chairman of the Board and
Chief Executive Officer of Ethyl from 1968 until March 1, 1994. Other
directorships: Albemarle, Ethyl and First Colony. Term expires 1996.

JOHN D. GOTTWALD - age 40; director since 1989; President and Chief Executive
Officer of Tredegar since July 10, 1989. Other directorship: Albemarle. Term
expires 1995.

ANDRE B. LACY - age 55; director since 1989; Chairman of the Board, Chief
Executive Officer and President of LDI Management, Inc. (distribution and
manufacturing holding company), and Managing General Partner of LDI, Ltd.
(industrial and investment limited partnership) since 1986. Other directorships:
Albemarle, Ethyl, IPALCO Enterprises, Inc. and Patterson Dental Company. Term
expires 1995.

EMMETT J. RICE - age 75; director since 1989; retired, former member of the
Board of Governors of the Federal Reserve System. Other directorships:
Albemarle, Ethyl, Jardine-Fleming China Region Fund and CUNA Mutual Funds. Term
expires 1995.

W. THOMAS RICE - age 82; director since 1989; retired, former Chairman and Chief
Executive Officer of Seaboard Coastline Industries, Inc. (transportation
company). Other directorship: Florida Rock Industries, Inc. Term expires 1996.

NORMAN A. SCHER - age 57; director since 1989; Executive Vice President, Chief
Financial Officer and Treasurer of Tredegar since July 10, 1989. Other
directorship: Dibrell Brothers, Incorporated. Term expires 1997.

     There were five meetings of the Board held during 1994. All of the
directors, except Mr. Austin Brockenbrough, III, attended at least 75% of the
aggregate of the total number of meetings of the Board held during 1994 and the
total number of meetings held by all committees of the Board on which the
director then served. Mr. Brockenbrough, who attended 71% of the aggregate of
the total number of Board meetings and Board committee meetings on which he
served held during 1994, was unable to attend one Board meeting and the
associated meeting of the Audit Committee.

     Tredegar has an Executive Committee consisting of Messrs. John D. Gottwald,
Richard W. Goodrum and Norman A. Scher. Pursuant to Tredegar's By-laws, the
Executive Committee may exercise the full authority of the Board, except as
limited by the Virginia Stock Corporation Act and except with respect to the
compensation of the executive officers, which is determined by the Executive
Compensation Committee. During 1994, the Executive Committee met formally on 11
occasions as Tredegar's principal management committee and met informally more
frequently as required.

     Messrs. Andre B. Lacy, Emmett J. Rice, W. Thomas Rice and Austin
Brockenbrough, III, serve on Tredegar's Audit Committee. The Audit Committee met
on two occasions during 1994. The Audit Committee reviews Tredegar's internal
audit and financial reporting functions and the scope and results of the audit
performed by Tredegar's independent accountants and matters relating thereto and
reports thereon to the Board. The Audit Committee also recommends to the Board
the engagement of the independent accountants of Tredegar.

     Ms. Phyllis Cothran and Messrs. Emmett J. Rice, James F. Miller and W.
Thomas Rice serve on Tredegar's Executive Compensation Committee. The Executive
Compensation Committee met on two occasions during 1994. This Committee approves
the salaries and bonus awards of executive officers and grants awards under
Tredegar's stock incentive plans. The Executive Compensation Committee is
composed of individuals who are not, and have not been for the preceding year,
eligible to participate in any Tredegar stock incentive plan.

     Messrs. John D. Gottwald, Norman A. Scher and Andre B. Lacy serve on
Tredegar's Nominating Committee. During 1994, the Nominating Committee met
formally on one occasion. The Nominating Committee makes recommendations to the
Board regarding nominees for election as directors and may make other
recommendations regarding tenure, classification and compensation of directors.

     Tredegar's By-laws provide that a shareholder of Tredegar entitled to vote
for the election of directors may nominate persons for election to the Board by
mailing written notice to the Secretary of Tredegar not later than (i) with
respect to an election to be held at an annual meeting of shareholders, 90 days
prior to such meeting and (ii) with respect to an election to be held at a
special meeting of shareholders for the election of directors, the close of
business on the seventh day following the date on which notice of such meeting
is given to shareholders. Any such shareholder's notice shall include (i) the
name and address of the shareholder and of each person to be nominated,
(ii) a representation that the shareholder is a holder of record of
stock of Tredegar entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate each person specified,
(iii) a description of all arrangements or understandings between the
shareholder and each nominee and any other person (naming such person)
pursuant to which the nomination is to be made by the shareholder, (iv)
such other information regarding each nominee as would be required to be
included in a proxy statement filed pursuant to the applicable rules of
the Securities and Exchange Commission had the nominee been nominated by
the Board and (v) the consent of each nominee to serve as a director of
Tredegar if so elected.

     Messrs. Floyd D. Gottwald, Jr., and Bruce C. Gottwald are brothers.
Mr. John D. Gottwald is the son of Mr. Floyd D. Gottwald, Jr. The
Gottwalds may be deemed to be control persons of Tredegar.


                                STOCK OWNERSHIP

     The following table lists the direct or indirect beneficial ownership of
Tredegar's Common Stock by the directors, nominees and the executive officers
named in the Summary Compensation Table as of February 1, 1995, and all
directors and executive officers of Tredegar as a group as of February 1, 1995.

Security Ownership of Management NUMBER OF SHARES NUMBER OF SHARES WITH SOLE VOTING WITH SHARED VOTING TOTAL AND INVESTMENT AND INVESTMENT NUMBER POWER POWER OF PERCENT OF OUTSTANDING OPTIONS(B) SHARES CLASS(a) DIRECTORS, NOMINEES AND CERTAIN EXECUTIVE OFFICERS(c) Austin Brockenbrough, III 4,000 - 1,480 5,480(d) Phyllis Cothran - - 700 700 Richard W.Goodrum 56,549 73,900 3,000 133,449 1.47% Bruce C. Gottwald 512,026 - 46,511 558,537(e) 6.19% Floyd D. Gottwald, Jr. 147,660 - 696,538 844,198(f) 9.35% John D. Gottwald 297,714 97,430 194,692 589,836(g) 6.47% Steven M. Johnson 6,742 24,111 1,500 32,353 Andre B. Lacy 223 - 63,000 63,223(h) James F. Miller 56,000 - 1,040 57,040(i) Emmett J. Rice 530 - - 530 W. Thomas Rice 4,000 - - 4,000 Anthony J. Rinaldi 14,984 19,611 1,357 35,952(j) Norman A. Scher 13,318 61,611 40 74,969 MANAGEMENT All directors and executive officers as a group (16)(k)(l) 1,138,695 340,796 972,210 2,451,701(m) 26.17%(m)
(a) Except as indicated, each person or group owns less than 1% of Tredegar's outstanding Common Stock. (b) The number of options included for the following executive officers and Management as a group consists of options with respect to which certain executive officers have the right to acquire beneficial ownership within 60 days of February 1, 1995. (c) Certain shares may be deemed to be beneficially owned by more than one person or group listed and, except as noted in (g) below, are reported as being beneficially owned by each. (d) Austin Brockenbrough, III, disclaims beneficial ownership of 1,480 shares of Common Stock. (e) Bruce C. Gottwald disclaims beneficial ownership of 46,511 shares of Common Stock. (f) Floyd D. Gottwald, Jr., disclaims beneficial ownership of 69,621 shares of Common Stock. (g) John D. Gottwald disclaims beneficial ownership of 71,974 shares of Common Stock. As co-trustee of a revocable trust created by Floyd D. Gottwald, Jr., John D. Gottwald may be deemed to have shared voting and investment power with respect to 626,917 shares which have been reported for Floyd D. Gottwald, Jr., in the third column of the above table. (h) Andre B. Lacy disclaims beneficial ownership of 46,685 shares of Common Stock. (i) James F. Miller disclaims beneficial ownership of 1,040 shares of Common Stock. (j) Anthony J. Rinaldi disclaims beneficial ownership of 1,325 shares of Common Stock. (k) The directors, nominees and executive officers have sole voting and investment power over all of the shares disclosed except for the shares listed in the third column, which are held by or jointly with spouses, by children or in partnerships and certain trust relationships. Any shares held under Ethyl's or Tredegar's benefit plans for the benefit of any director, nominee or executive officer are included in the number of shares over which the director, nominee or executive officer has sole voting or investment power. Shares held by the Trustees of such plans for the benefit of other employees are not included. See Note (c) to the table "Security Ownership of Certain Beneficial Owners" below. (l) Voting and investment power is shared by two directors with respect to 37,660 shares. This overlap in beneficial ownership has been eliminated for purposes of calculating the number of shares and the percentage of class owned by Management. (m) The above table does not include certain shares owned by adult children and attributed to Floyd D. Gottwald, Jr., and Bruce C. Gottwald in the table "Security Ownership of Certain Beneficial Owners" below. If such shares were included in the above table, the total number of shares of Management would equal 3,213,529 and the percentage owned by Management would equal 34.31%. Based solely on its review of the copies of the forms prescribed by Section 16(a) of the Securities Exchange Act of 1934 received by Tredegar, or written representations from certain reporting persons that no Forms 5 were required for those persons, Tredegar believes that all of its Section 16 reporting persons complied with the filing requirements of Section 16(a) as of December 31, 1994, other than Messrs. Bruce C. Gottwald and Andre B. Lacy. Mr. Gottwald inadvertently neglected to timely report a liquidating distribution from a trust for the benefit of one of his sons. Mr. Gottwald subsequently reported such distribution on Form 4. Mr. Lacy inadvertently filed late a Form 4 that reported the disposition of shares of Tredegar that may be deemed to be beneficially owned by him through LDI, Ltd., an entity in which Mr. Lacy has a direct and indirect beneficial ownership interest. The following table lists any person (including any "group" as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) who, to the knowledge of Tredegar, was the beneficial owner as of February 1, 1995, of more than 5% of the shares of Tredegar's Common Stock. Security Ownership of Certain Beneficial Owners NAMES AND ADDRESSES NUMBER PERCENT OF BENEFICIAL OWNERS OF SHARES CLASS Floyd D. Gottwald, Jr., and Bruce C. Gottwald(a) 330 South Fourth Street P.O. Box 2189 Richmond, VA 23217 2,716,739(b)(c) 29.78% Wachovia Bank of North Carolina, N.A., as Trustee for the Savings Plan for the Employees of Tredegar Industries, Inc. 301 North Main Street Winston-Salem, NC 27150 1,087,430 12.05% (a) Floyd D. Gottwald, Jr., and Bruce C. Gottwald (the "Gottwalds"), together with members of their immediate families, including John D. Gottwald, who is an employee of Tredegar, may be deemed to be a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, although there is no agreement among them with respect to the acquisition, retention, disposition or voting of Common Stock. The table does not name John D. Gottwald, who owns more than 5% of the shares of Tredegar Common Stock and who, as co-trustee of a revocable trust created by Floyd D. Gottwald, Jr., may be deemed to have shared voting and investment power with respect to an additional 626,917 shares of Common Stock attributed to Floyd D. Gottwald, Jr. The shares owned by John D. Gottwald are included in the number of shares reflected in the table as being owned by the Gottwalds as a group. (b) The Gottwalds, individually or collectively, have sole voting and investment power over all of the shares disclosed except for 1,430,136 shares held by their respective wives and children, and in certain trust relationships, some of which might be deemed to be beneficially owned by the Gottwalds under the rules and regulations of the Securities and Exchange Commission, but as to which the Gottwalds disclaim beneficial ownership. Shares owned by the adult children of Floyd D. Gottwald, Jr., and Bruce C. Gottwald are included in the holdings of the Gottwalds as a group. (c) This amount includes shares owned of record by Wachovia Bank of North Carolina, N.A., Winston-Salem, North Carolina ("Wachovia"), as Trustee under the Savings Plan for the Employees of Tredegar Industries, Inc. (the "Tredegar Savings Plan") for the benefit of certain members of the Gottwald family. This amount does not include 1,042,070 shares held by the Trustee of the Tredegar Savings Plan for the benefit of employees other than members of the Gottwald family. Shares held under Tredegar's savings plan are voted by the Trustee in accordance with instructions solicited from employees participating in the plans. If a participating employee does not give the Trustee voting instructions, his shares are voted by the Trustee in accordance with the Board's recommendations to the shareholders. Because members of the Gottwald family are executive officers, directors and the largest shareholders of Tredegar, they may be deemed to be control persons of Tredegar and to have the capacity to control any such recommendation of the Board. COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS EXECUTIVE COMPENSATION The following table sets forth the compensation paid by Tredegar to the Chief Executive Officer and the four other highest paid executive officers for services in all capacities to Tredegar for the fiscal years ended December 31, 1994, 1993 and 1992, respectively. SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION AWARDS ANNUAL COMPENSATION SECURITIES ALL OTHER NAME AND SALARY BONUS UNDERLYING COMPENSATION PRINCIPAL POSITION YEAR ($) ($) OPTIONS/SARS (#) ($) John D. Gottwald 1994 333,000 90,000 37,500 16,758(1) President and Chief 1993 322,500 42,500 -0- 16,124(1) Executive Officer 1992 308,500 75,000 30,000(2) 10,000(3) Richard W. Goodrum 1994 303,000 75,000 25,000 15,230(4) Executive Vice 1993 293,250 32,500 -0- 14,662(4) President and Chief 1992 280,625 55,000 20,000(2) 9,250(3) Operating Officer Norman A. Scher 1994 303,000 75,000 25,000 15,230(4) Executive Vice 1993 293,250 32,500 -0- 14,662(4) President, Chief 1992 280,625 55,000 20,000(2) 9,250(3) Financial Officer and Treasurer Steven M. Johnson 1994 166,667 35,000 12,500 8,363(5) Vice President - 1993 156,233 20,000 -0- 7,812(5) Corporate Development 1992 132,975 28,000 10,000(2) 4,383(3) Anthony J. Rinaldi 1994 156,500 36,042 12,500 7,854(6) Vice President 1993 150,417 20,000 -0- 7,521(6) and President of 1992 142,500 28,000 10,000(2) 4,750(3) Films Division
(1) Matching contributions under the Savings Plan for the Employees of Tredegar Industries, Inc. (the "Savings Plan") ($7,500 for 1994 and $10,000 for 1993) and credit under the Savings Plan Benefit Restoration Plan (the "SPBR Plan") ($9,258 for 1994 and $6,124 for 1993). (2) Each option granted includes a tandem stock appreciation right. (3) For 1992, amount reflects matching contributions made by Tredegar with respect to the executive officer under the Savings Plan. (4) Matching contributions under the Savings Plan ($7,500 for 1994 and $10,000 for 1993) and credit under the SPBR Plan ($7,730 for 1994 and $4,662 for 1993). (5) Matching contributions under the Savings Plan ($5,533 for 1994 and $5,812 for 1993) and credit under the SPBR Plan ($2,830 for 1994 and $2,000 for 1993). (6) Matching contributions under the Savings Plan ($5,200 for 1994 and $5,627 for 1993) and credit under the SPBR Plan ($2,654 for 1994 and $1,894 for 1993). STOCK OPTIONS AND SARS The following table sets forth information with respect to stock options granted to each of the executive officers named in the Summary Compensation Table during the fiscal year ended December 31, 1994. There were no SARs granted during the fiscal year ended December 31, 1994. OPTION/SAR GRANTS IN LAST FISCAL YEAR
GRANT DATE INDIVIDUAL GRANTS VALUE(1) PERCENT OF NUMBER OF TOTAL SECURITIES OPTIONS/ UNDERLYING SARS GRANTED EXERCISE OR OPTIONS/SARS TO EMPLOYEES BASE PRICE EXPIRATION GRANT DATE NAME GRANTED (#) IN FISCAL YEAR ($/SH) DATE PRESENT VALUE $ John D. Gottwald 22,500 5.8% $15.125 2/24/2004 $146,025 15,000 3.9 24.000 2/24/2004 66,750 Richard W. Goodrum 15,000 3.9 15.125 2/24/2004 97,350 10,000 2.6 24.000 2/24/2004 44,500 Norman A. Scher 15,000 3.9 15.125 2/24/2004 97,350 10,000 2.6 24.000 2/24/2004 44,500 Steven M. Johnson 7,500 1.9 15.125 2/24/2004 48,675 5,000 1.3 24.000 2/24/2004 22,250 Anthony J. Rinaldi 7,500 1.9 15.125 2/24/2004 48,675 5,000 1.3 24.000 2/24/2004 22,250
(1) The grant date present value is an estimate based on the Black-Scholes option pricing model. The actual value, if any, an executive may realize will depend on the excess of the stock price over the exercise price on the date the option is exercised. There is no assurance that the value realized by an executive will be at or near the value estimated by the Black-Scholes model. The assumptions used under that model include a volatility of 27.43% based on the one-year historical volatility of Common Stock prior to the grant date, a risk-free rate of return of 6.57% based on the ten-year zero coupon U.S. Treasury bond yield at the time of grant, a dividend yield of 1.59% based on the current annual dividend rate and an option term equal to the full ten-year stated option term. The estimated grant date present value does not reflect any discount for vesting, forfeiture provisions or prohibitions on transfer. The following table sets forth information with respect to the fiscal year-end value of all unexercised stock options and SARs held by the executive officers named in the Summary Compensation Table. None of such executive officers exercised any Stock Options or tandem SARs during the fiscal year ended December 31, 1994. AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY OPTIONS/SARS AT OPTIONS/SARS AT FISCAL YEAR-END (#) FISCAL YEAR-END ($)(1) SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/ NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE John D. Gottwald(2) -0- -0- 59,930/39,470(3) $177,568/51,946 Richard W. Goodrum(2) -0- -0- 48,900/25,000(4) $124,377/33,750 Norman A. Scher -0- -0- 45,000/25,000(5) $121,763/33,750 Steven M. Johnson -0- -0- 17,500/12,500(6) $57,529/16,875 Anthony J. Rinaldi -0- -0- 13,000/12,500(7) $54,512/16,875
(1) Based on the closing price of $17.375 on 12/30/94. (2) The number of options and related SARs listed for Messrs. Gottwald and Goodrum include additional options and related SARs to purchase 6,900 and 3,900 shares of Common Stock of Tredegar, respectively, granted as compensation for incentive stock options to purchase shares of Ethyl Common Stock held by Messrs. Gottwald and Goodrum that expired after the spin-off of Tredegar from Ethyl. The 6,900 options granted to Mr. Gottwald are incentive stock options and the 3,900 options granted to Mr. Goodrum are non-incentive stock options. (3) Of the total 99,400 options, 61,900 include a tandem SAR. (4) Of the total 73,900 options, 48,900 include a tandem SAR. (5) Of the total 70,000 options, 45,000 include a tandem SAR. (6) Of the total 30,000 options, 17,500 include a tandem SAR. (7) Of the total 25,500 options, 13,000 include a tandem SAR. RETIREMENT BENEFITS All of the executive officers participate in the Tredegar Industries, Inc. Retirement Income Plan (the "Pension Plan"). The Pension Plan provides a normal retirement benefit equal to 1.1% of the participant's final average earnings up to his Social Security covered compensation, times his years of pension benefit service, plus 1.5% of final average earnings in excess of covered compensation, times his years of pension benefit service. There is no deduction for Social Security benefits. Estimated annual benefits under the Pension Plan upon retirement at age 65, determined as of December 31, 1994, to persons with specified earnings and years of pension benefit service are set forth in the table below. The Internal Revenue Code limits (a) the annual retirement benefit that may be paid under the Pension Plan and (b) the earnings that may be used in computing a benefit. The maximum benefit and earnings limitations are adjusted each year to reflect changes in the cost of living. For 1994, the maximum benefit limitation was $115,452 (based on a five-year certain and life annuity) and the earnings limitation was $150,000. Tredegar also maintains the Tredegar Industries, Inc. Retirement Benefit Restoration Plan (the "Restoration Plan"). The Restoration Plan is designed to restore to selected participants the benefits that cannot be paid under the Pension Plan due to the Internal Revenue Code maximum benefit limitation, the earnings limitation, or both. The benefit payable under the Restoration Plan is the difference between the benefit that would have been payable under the Pension Plan, but for either or both of the Internal Revenue Code limitations, and the amount actually payable under the Pension Plan. PENSION PLAN TABLE (ESTIMATED ANNUAL BENEFITS PAYABLE AT RETIREMENT)(1)(2)
REMUNERATION (FINAL-AVERAGE EARNINGS)(3) YEARS OF SERVICE(4) 10 15 20 25 30 35 40 $125,000................ $17,778 $ 26,666 $ 35,555 $ 44,444 $ 53,333 $ 62,221 $ 71,110 150,000................ 21,528 32,291 43,055 53,819 64,583 75,346 86,110 175,000................ 25,278 37,916 50,555 63,194 75,833 88,471 101,110 200,000................ 29,028 43,541 58,055 72,569 87,083 101,596 116,110 225,000................ 32,778 49,166 65,555 81,944 98,333 114,721 131,110 250,000................ 36,528 54,791 73,055 91,319 109,583 127,846 146,110 300,000................ 44,028 66,041 88,055 110,069 132,083 154,096 176,110 350,000................ 51,528 77,291 103,055 128,819 154,583 180,346 206,110 400,000................ 59,028 88,541 118,055 147,569 177,083 206,596 236,110 450,000................ 66,528 99,791 133,055 166,319 199,583 232,846 266,110 500,000................ 74,028 111,041 148,055 185,069 222,083 259,096 296,110
(1) The estimated benefits assume retirement at age 65 and assume that payment will be made for the lifetime of the participant, with five years' payment guaranteed, which is the normal form of payment under the Pension Plan and the Restoration Plan. The table assumes attainment of age 65 in 1994 and covered compensation of $24,312. (2) The estimated benefit set forth in the table was determined without regard to the Internal Revenue Code maximum benefit limitation or its limitation on earnings that may be used in computing a benefit. The Restoration Plan will provide Messrs. Gottwald, Goodrum and Scher (currently, the only employees adversely affected by the Internal Revenue Code limitations) the benefit that is "lost" under the Pension Plan due to the Internal Revenue Code maximum benefit limitation. In addition, the Restoration Plan will provide Mr. Goodrum the benefit that is "lost" under the Pension Plan due to the Internal Revenue Code limitation on the earnings that may be used in computing a benefit. (3) Final-Average Earnings is the average of the highest three consecutive calendar years' earnings (base earnings plus 50% of bonuses) during the ten consecutive years immediately preceding the date of determination. The current compensation covered under the Pension Plan for each of the executive officers named in the Summary Compensation Table and, in the case of Messrs. Gottwald, Goodrum and Scher, the Restoration Plan, are: John D. Gottwald, $150,000; Richard W. Goodrum, $319,250; Norman A. Scher, $150,000; Steven M. Johnson, $150,000; and Anthony J. Rinaldi, $150,000. (4) The years of pension benefit service for each of the executive officers named in the Summary Compensation Table are: John D. Gottwald, 16; Richard W. Goodrum, 37.5; Norman A. Scher, 5; Steven M. Johnson, 5; and Anthony J. Rinaldi, 18. COMPENSATION OF DIRECTORS Each member of the Board who was not an employee of Tredegar or any of its subsidiaries was paid $500 for attendance at each of the four Board meetings held in 1994 prior to September 1. Effective as of September 1, 1994, the Board meeting fee was increased and each director was paid $1,000 for his or her attendance at the one Board meeting held after that date. In addition, each such director was paid $500 for attendance at each meeting of a committee of the Board of which he or she was a member. Each chairman of a Board committee received an additional $250 for attendance at each meeting of his committee. In addition, each director was paid a quarterly fee of $3,000 during 1994. Employee members of the Board are not paid separately for their service on the Board. EMPLOYMENT CONTRACT WITH NORMAN A. SCHER Tredegar has an employment agreement with Norman A. Scher, effective until June 30, 1997, providing for an annual salary of not less than $250,000 and the payment to him of up to two years' salary in case of termination of employment under certain conditions and, in case of disability, annual benefits of a specified amount. A substantial part of such disability benefits are available under Tredegar's disability benefit plan. In the event of Mr. Scher's death, Tredegar has agreed to pay his estate an amount equal to two years' salary less any amounts payable to his estate under any group insurance program of Tredegar. At present, such benefit would be payable to Mr. Scher's estate under Tredegar's general group insurance program supplemented by insurance purchased by Mr. Scher. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION Tredegar's Executive Compensation Committee (the "Committee") is comprised of four independent directors. No Committee member is a current or former employee of Tredegar or any of its subsidiaries. The Committee's role is to review and approve practices and policies related to compensation primarily for executive officers, including those officers listed in this proxy statement. COMPENSATION PHILOSOPHY The Committee's philosophy is based on the principle that executive compensation plans should be designed and administered to motivate and retain highly qualified executives, with incentives linked closely to financial performance and enhanced shareholder value. Control of all fixed costs is critical to Tredegar's continued success. This requires a significant portion of compensation increases to be closely linked to performance and, therefore, variable in nature. However, Tredegar should remain competitive with salaries. BASE SALARIES In determining base salaries, Tredegar identifies a reasonable range around the average for comparable executive positions in a comparison group of companies. Actual officer salaries are generally set within this range based on individual performance and experience. Annual salary increases are considered. The amount of such increases is based on a variety of factors including average increases in comparison companies, individual performance (evaluated subjectively), the officer's position in the pay range, Tredegar's financial condition, and other variable components of compensation. The comparison company group for compensation is generally not the same as the published industry index that appears in the performance graph of this proxy statement because index companies are not necessarily viewed as direct competitors for executive talent. Comparison companies are chosen, and information on pay evaluated, with the assistance of independent consultants. The 1994 base salary for the Chief Executive Officer (CEO) was $333,000. This salary is below the average for the comparison group. The CEO's 1994 base salary was not increased during 1994. Similarly, the Chief Financial Officer and Chief Operating Officer did not receive base salary increases for 1994. Although the proxy statement shows an increase in base salary for these officers, in fact, they received no increase in 1994. The apparent inconsistency reflects the timing of the 1993 increase. BONUSES Although bonus awards are discretionary, the bonus portion of compensation is tied to an assessment of performance. Some division executives' bonuses are linked directly by formula to specific division performance measures. In such cases, economic profit added is the most widely used and most heavily weighted measure. In other cases, a broad range of financial measures as well as progress on strategic issues are reviewed. In 1994, total bonuses paid to executive officers were approximately double the 1993 amount, reflecting significant improvement in relevant performance measures. The Committee awarded the CEO a bonus of $90,000 compared to $42,500 paid the prior year. In 1994, 21.3% of the CEO's total cash compensation was comprised of incentive cash compensation, compared with 11.8% in 1993. Both 1994 and 1993 incentive cash percentages were significantly below market averages. STOCK OPTIONS Stock options are considered an important piece of compensation at Tredegar. As of March 1, 1995, 724 employees have stock options. Over time the stock price reflects management's performance. Through the options granted, management and shareholder interests are more closely tied. Tredegar has two stock incentive plans (collectively the "SIP"). Each year the Committee considers granting awards under the SIP to executive officers and other employees and individuals providing valuable services to Tredegar or its subsidiaries. Consistent with the objective of closely aligning executives' interests with those of Tredegar shareholders, the SIP enables the Committee to grant stock options, stock appreciation rights ("SARs"), and shares of restricted stock. The Committee determines the terms and conditions of any options, SARs, or restricted stock granted. Executive officers as a group were granted 137,500 total shares in the form of incentive stock options on a discretionary basis in 1994. For each grant made, 60% of the shares were priced at fair market value on the grant date ($15.125 per share), with the remaining 40% of shares priced at approximately 60% above fair market value ($24.00 per share). The CEO was granted 37,500 option shares, 22,500 of which were priced at $15.125 per share, and 15,000 of which were priced at $24.00 per share. CORPORATE TAX CONSIDERATIONS Congress recently passed a law, effective in 1994, that disallows corporate tax deductions for executive compensation in excess of $1 million for "proxy table" executives. This law, covered in Internal Revenue Code Section 162(m), allows certain exemptions to the deduction cap, including pay programs that depend on formulas and, therefore, are "performance-based" rather than discretionary. While Tredegar's compensation program is discretionary, the Company is not currently in danger of losing deductions under Code Section 162(m). The Committee will carefully review any compensation plan or action that would result in the disallowance of compensation deductions. The Committee will consider a variety of factors, including the amount of any deductions that may be lost. EXECUTIVE COMPENSATION COMMITTEE: Emmett J. Rice, Chairman James F. Miller Phyllis Cothran W. Thomas Rice March 23, 1995 ADDITIONAL INFORMATION ON COMPENSATION PAID TO TREDEGAR'S EXECUTIVE OFFICERS HAS BEEN INCLUDED IN TREDEGAR'S ANNUAL REPORT TO SHAREHOLDERS. COMPARATIVE COMPANY PERFORMANCE The following graph compares cumulative total returns for Tredegar, the S&P SmallCap 600, and the S&P Manufacturing (Diversified Industries), a nationally recognized industry index, since December 31, 1989. The comparison assumes $100 invested on December 31, 1989 and assumes dividend reinvestment. Tredegar used the S&P 500 as a performance measure in last year's proxy statement, but has replaced the S&P 500 with the S&P SmallCap 600 as its broad equity market index. As required by Securities and Exchange Commission regulations governing proxy materials, the following graph also compares cumulative total returns for the S&P 500 Stock Index over the same period. The S&P SmallCap 600 is made up of small-capitalization companies, and the median market capitalization of the companies included in the index is approximately $267 million. The median market capitalization of the companies included in the S&P 500 is approximately $3.6 billion. Further, Tredegar's Common Stock is included in the S&P SmallCap 600 Stock Index. As such, Tredegar's management believes that the S&P SmallCap 600 Stock Index is more useful than the S&P 500 Stock Index in measuring the performance of Tredegar Common Stock. 1989 1990 1991 1992 1993 1994 TREDEGAR $100 $48 $ 66 $104 $103 $121 S&P SMALLCAP 600 100 76 113 137 163 155 S&P MFG. 100 99 122 132 160 166 S&P 500 100 97 126 136 150 152 DESIGNATION OF AUDITORS The Board has designated Coopers & Lybrand L.L.P., certified public accountants, as Tredegar's independent auditors for the year 1995, subject to shareholder approval. This firm has audited Tredegar's financial statements since Tredegar became an independent company in 1989. A representative of Coopers & Lybrand L.L.P. is expected to be present at the meeting with an opportunity to make a statement and to be available to respond to appropriate questions. Coopers & Lybrand L.L.P.'s principal function is to audit the consolidated financial statements of Tredegar and its subsidiaries and, in connection with the audit, to review certain related filings with the Securities and Exchange Commission and to conduct limited reviews of the unaudited financial statements included in each of Tredegar's quarterly reports. THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE DESIGNATION OF COOPERS & LYBRAND L.L.P. AS AUDITORS. PROPOSALS FOR 1996 ANNUAL MEETING Under the regulations of the Securities and Exchange Commission, any shareholder desiring to make a proposal to be acted upon at the 1996 annual meeting of shareholders must present such proposal to Tredegar at its principal office in Richmond, Virginia, not later than November 28, 1995, in order for the proposal to be considered for inclusion in Tredegar's proxy statement. In addition to any other applicable requirements, for business to be properly brought before the annual meeting by a shareholder, even if the proposal is not to be included in Tredegar's proxy statement, Tredegar's By-laws provide that the shareholder must give timely notice in writing to the Secretary of Tredegar not later than 90 days prior to the meeting. As to each matter, the notice must contain (i) a brief description of the business desired to be brought before the annual meeting (including the specific proposal to be presented) and the reasons for addressing it at the annual meeting, (ii) the name of, record address of, and class and number of shares beneficially owned by, the shareholder proposing such business, and (iii) any material interest of the shareholder in such business. ANNUAL REPORT ON FORM 10-K TREDEGAR WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROXY STATEMENT HAS BEEN DELIVERED, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF TREDEGAR'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES. REQUESTS FOR SUCH COPY SHOULD BE DIRECTED TO TREDEGAR INDUSTRIES, INC., 1100 BOULDERS PARKWAY, RICHMOND, VIRGINIA, 23225, ATTENTION: CORPORATE SECRETARY. PROVIDED WITH THE COPY OF THE FORM 10-K WILL BE A LIST OF EXHIBITS TO THE FORM 10-K, SHOWING THE COST OF EACH. ANY OF SUCH EXHIBITS WILL BE PROVIDED UPON PAYMENT OF THE CHARGE NOTED ON THE LIST. OTHER MATTERS The Board is not aware of any matters to be presented for action at the meeting other than set forth herein. However, if any other matters properly come before the meeting, or any adjournment thereof, the person or persons voting the proxies will vote them in accordance with their best judgment. By Order of the Board of Directors Nancy M. Taylor, SECRETARY NOTICE AND PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS MAY 24, 1995 TREDEGAR INDUSTRIES, INC. 1100 Boulders Parkway Richmond, Virginia 23225 TREDEGAR INDUSTRIES, INC. RICHMOND, VIRGINIA PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 24, 1995 The undersigned hereby appoints Richard W. Goodrum, Norman A. Scher and Nancy M. Taylor, or any of them, with full power of substitution in each, proxies (and if the undersigned is a proxy, substitute proxies) to vote all shares of stock of Tredegar Industries, Inc. that the undersigned is entitled to vote at the annual meeting of shareholders to be held on May 24, 1995, and at any and all adjournments thereof: 1. ELECTION OF DIRECTORS [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY below (except as otherwise to vote for all of the indicated below) nominees listed below
John D. Gottwald, Andre B. Lacy and Emmett J. Rice INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY OF SUCH NOMINEES WRITE THE NOMINEE'S NAME ON THE LINE PROVIDED BELOW 2. [ ] FOR [ ] AGAINST [ ] ABSTAIN The proposal to approve the designation of Coopers & Lybrand L.L.P. as the auditors for Tredegar for 1995 In their discretion, the Proxies are authorized to vote upon such other business and matters incident to the conduct of the meeting as may properly come before the meeting. PLEASE SIGN AND DATE ON THE REVERSE SIDE This Proxy is solicited on behalf of the Board of Directors. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted for Proposals 1 and 2. Dated ________________, 1995 ____________________________ Signature Please sign name exactly as it appears on the stock certificate. Only one of several joint owners need sign. Fiduciaries should give full title. Please MARK, SIGN, DATE AND RETURN the Proxy Card promptly using the enclosed envelope.