SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                  -------------

                                    FORM 11-K
                                  ANNUAL REPORT
                        Pursuant to Section 15(d) of the
                         Securities Exchange Act of 1934

                                  -------------


(Mark One)
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/ X /     ANNUAL REPORT  PURSUANT TO SECTION 15(d) OF  THE  SECURITIES  EXCHANGE
          ACT OF 1934
          For the fiscal year ended  December  31, 1996.

                                       OR

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/   /     TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934
          For the transition period from _________to______________


          Commission file number 33-64647

          A.  Full title of the plan and the address of the plan,  if  different
              from that of the issuer named below:

                         SAVINGS PLAN FOR THE EMPLOYEES
                          OF TREDEGAR INDUSTRIES, INC.

          B.  Name of the issuer of the securities held pursuant to the plan and
              the address of its principal executive office:

                            Tredegar Industries, Inc.
                            1100 Boulders Parkway
                            Richmond, Virginia 23225




                              REQUIRED INFORMATION

         See Appendix 1.


                                   SIGNATURES

         The Plan.  Pursuant to the requirements of the Securities  Exchange Act
of 1934,  the trustees (or other  persons who  administer  the employee  benefit
plan)  have duly  caused  this  annual  report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        SAVINGS PLAN FOR THE EMPLOYEES
                                        OF TREDEGAR INDUSTRIES, INC.



                                        By:  /s/ N. A. Scher
                                           -------------------------------------
                                           N. A. Scher, Chairman
                                           Employee Savings Plan Committee

Dated:   June 17, 1998


                        SAVINGS PLAN FOR THE EMPLOYEES OF
                            TREDEGAR INDUSTRIES, INC.

                                  ANNUAL REPORT

                               FOR THE YEAR ENDED
                                DECEMBER 31, 1997

           SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC.
                          INDEX OF FINANCIAL STATEMENTS


                                                                          Page

Independent auditors' report                                                 2


Financial statements

  Statement of net assets available for benefits at:
    December 31, 1997                                                        3
    December 31, 1996                                                        4
  Statement of changes in net assets available for
    benefits for the year ended:
      December 31, 1997                                                      5
      December 31, 1996                                                      6
      December 31, 1995                                                      7
  Notes to financial statements                                           8-24

                          Independent Auditors' Report


To the Plan Administrator, Savings Plan for
  the Employees of Tredegar Industries, Inc.


         We have audited the accompanying statements of net assets available for
benefits of the Savings  Plan for the  Employees  of Tredegar  Industries,  Inc.
(Plan) as of December 31, 1997 and 1996,  and the related  statements of changes
in net assets  available  for benefits for each of the three years in the period
ended December 31, 1997. These financial  statements are the  responsibility  of
the  Plan's  management.  Our  responsibility  is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material  respects,  the net assets available for benefits of the
Plan as of December 31, 1997 and 1996,  and the changes in net assets  available
for benefits for each of the three years in the period ended  December 31, 1997,
in conformity with generally accepted accounting principles.



                                               PLOTT & WALTON, PC

Richmond, Virginia
June 5, 1998


           SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC.

                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                DECEMBER 31, 1997
Active Inactive Total (Note 3) (Note 4) Assets: Investments (Note 6): Money market funds - Wachovia Bank Diversified Trust Fund (cost $99,158) $ 99,158 $ 67,262 $ 31,896 Common stocks: Albemarle Corporation (cost $556,834) 2,410,253 - 2,410,253 Ethyl Corporation (cost $1,027,436) 1,460,082 - 1,460,082 Tredegar Industries, Inc. (cost $15,006,131) 88,749,896 88,749,896 - Actively managed commingled funds: Frank Russell Investment Contract Fund (cost $5,542,604) 5,958,153 5,958,153 - Frank Russell Global Balanced Fund (cost $4,105,608) 5,196,770 5,196,770 - Frank Russell Equity I Fund (cost $5,062,350) 7,049,564 7,049,564 - Frank Russell Equity II Fund (cost $586,015) 784,621 784,621 - Loans to participants 415,971 415,971 - ------------ ------------ ---------- Total investments 112,124,468 108,222,237 3,902,231 Interest and dividends receivable 141,965 121,009 20,956 Cash 587 408 179 ------------ ------------ ---------- Net assets available for benefits $112,267,020 $108,343,654 $3,923,366 ============ ============ ==========
The accompanying notes are an integral part of these financial statements. SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996
Active Inactive Total (Note 3) (Note 4) Assets: Investments (Note 6): Money market funds: Wachovia Bank Diversified Trust Fund (cost $686,481) $ 686,481 $ 202,836 $ 483,645 Frank Russell Short Term Investment Fund (cost $237) 237 237 - Common stocks: Albemarle Corporation (cost $615,585) 2,153,141 - 2,153,141 Ethyl Corporation (cost $1,133,967) 2,132,959 - 2,132,959 Tredegar Industries, Inc. (cost $13,861,815) 57,966,983 57,966,983 - Actively managed commingled funds: Frank Russell Investment Contract Fund (cost $4,418,321) 4,545,748 4,545,748 - Frank Russell Global Balanced Fund (cost $3,168,424) 3,486,211 3,486,211 - Frank Russell Equity I Fund (cost $3,578,047) 4,027,405 4,027,405 - Frank Russell Equity II Fund (cost $422,874) 456,556 456,556 - Loans to participants 156,328 156,328 - ----------- ----------- ---------- Total investments 75,612,049 70,842,304 4,769,745 Receivables: Interest and dividends 166,379 117,969 48,410 Due from broker for securities trades 104,425 - 104,425 ----------- ----------- ---------- Total receivables 270,804 117,969 152,835 Cash 37,159 36,800 359 ----------- ----------- ---------- 75,920,012 70,997,073 4,922,939 Liabilities: Cash overdrafts 1,200 1,200 - Accrued administrative expenses 292 39 253 Loans committed not paid 36,800 36,800 - Due to broker for securities trades 33,202 33,202 - ----------- ----------- ---------- 71,494 71,241 253 ----------- ----------- ---------- Net assets available for benefits $75,848,518 $70,925,832 $4,922,686 =========== =========== ==========
The accompanying notes are an integral part of these financial statements. SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1997
Active Inactive Total (Note 3) (Note 4) Additions to net assets attributed to: Investment income: Interest $ 46,305 $ 41,341 $ 4,964 Dividends 590,434 466,069 124,365 Net appreciation in the fair value of investments 39,417,632 39,146,620 271,012 ------------ ------------ ---------- 40,054,371 39,654,030 400,341 Contributions: Employer 1,754,488 1,754,488 - Participants 3,955,256 3,955,256 - ------------ ------------ ---------- 5,709,744 5,709,744 - ------------ ------------ ---------- Total additions 45,764,115 45,363,774 400,341 Deductions from net assets attributed to: Administrative expenses (Note 9) 178,740 175,042 3,698 Withdrawals paid to participating employees 9,166,873 8,715,130 451,743 ------------ ------------ ---------- Total deductions 9,345,613 8,890,172 455,441 ------------ ------------ ---------- 36,418,502 36,473,602 (55,100) Intraplan transfers - 944,220 (944,220) ------------ ------------ ---------- Net increase (decrease) for the year 36,418,502 37,417,822 (999,320) Net assets available for benefits: Beginning of year 75,848,518 70,925,832 4,922,686 ------------ ------------ ---------- End of year $112,267,020 $108,343,654 $3,923,366 ============ ============ ==========
The accompanying notes are an integral part of these financial statements. SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996
Active Inactive Total (Note 3) (Note 4) Additions to net assets attributed to: Investment income: Interest $ 190,342 $ 163,115 $ 27,227 Dividends 604,707 398,583 206,124 Net appreciation (depreciation) in the fair value of investments 29,454,043 29,754,217 (300,174) ----------- ----------- ----------- 30,249,092 30,315,915 (66,823) Contributions: Employer 1,681,868 1,681,868 - Participants 3,753,198 3,753,198 - ----------- ----------- ----------- 5,435,066 5,435,066 - ----------- ----------- ----------- Total additions 35,684,158 35,750,981 (66,823) Deductions from net assets attributed to: Administrative expenses (Note 9) 106,781 99,151 7,630 Withdrawals paid to participating employees 14,253,450 13,026,873 1,226,577 ----------- ----------- ----------- Total deductions 14,360,231 13,126,024 1,234,207 ----------- ----------- ----------- 21,323,927 22,624,957 (1,301,030) Transfers: Intraplan - 4,997,810 (4,997,810) To successor plan (78,699) (77,730) (969) ----------- ----------- ----------- Total transfers (78,699) 4,920,080 (4,998,779) ----------- ----------- ----------- Net increase (decrease) for the year 21,245,228 27,545,037 (6,299,809) Net assets available for benefits: Beginning of year 54,603,290 43,380,795 11,222,495 ----------- ----------- ----------- End of year $75,848,518 $70,925,832 $ 4,922,686 =========== =========== ===========
The accompanying notes are an integral part of these financial statements. SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995
Active Inactive Total (Note 3) (Note 4) Additions to net assets attributed to: Investment income: Interest $ 474,531 $ 473,102 $ 1,429 Dividends 574,514 292,430 282,084 Net appreciation in the fair value of investments 18,565,114 16,096,989 2,468,125 ----------- ----------- ----------- 19,614,159 16,862,521 2,751,638 Contributions: Employer 1,635,515 1,635,515 - Participants 3,974,257 3,974,257 - ----------- ----------- ----------- 5,609,772 5,609,772 - ----------- ----------- ----------- Total additions 25,223,931 22,472,293 2,751,638 Deductions from net assets attributed to: Administrative expenses (Note 9) 51,839 39,551 12,288 Withdrawals paid to participating employees 6,093,709 5,373,021 720,688 ----------- ----------- ----------- Total deductions 6,145,548 5,412,572 732,976 ----------- ----------- ----------- 19,078,383 17,059,721 2,018,662 Intraplan transfers - 415,309 (415,309) ----------- ----------- ----------- Net increase for the year 19,078,383 17,475,030 1,603,353 Net assets available for benefits: Beginning of year 35,524,907 25,905,765 9,619,142 ----------- ----------- ----------- End of year $54,603,290 $43,380,795 $11,222,495 =========== =========== ===========
The accompanying notes are an integral part of these financial statements. SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 1. Summary of significant accounting policies General - Tredegar Industries, Inc. (Tredegar), which engages directly or through subsidiaries in plastics and aluminum businesses, is a Virginia corporation that was organized in 1988 as a wholly owned subsidiary of Ethyl Corporation. On or about July 10, 1989 (Record Date), Ethyl Corporation distributed all of the outstanding shares of Tredegar common stock to the holders of common stock of Ethyl Corporation at the rate of one share of Tredegar common stock for every ten shares of Ethyl Corporation common stock held on the Record Date. The Savings Plan for the Employees of Tredegar Industries, Inc. (Plan) was adopted by the Board of Directors of Tredegar on June 14, 1989, and was approved by Ethyl Corporation, Tredegar's sole shareholder, on June 19, 1989. The Plan was effective as of July 1, 1989. In connection with the establishment of the Plan and the distribution of Tredegar's common stock, the accounts of Tredegar employees in the Savings Plan for the Employees of Ethyl Corporation (Ethyl Plan) were transferred to the Plan. The Plan is subject to Titles I, II and III and is exempt from Title IV of the Employee Retirement Income Security Act of 1974 (ERISA). Title IV of ERISA provides for federally sponsored insurance for plans that terminate with unfunded benefits. No such insurance is provided to participants in this Plan, however, because the benefits that participants are entitled to receive are always equal to the value of their account balances and, for that reason, the Plan is always fully funded. The value of a participant's account may change from time to time. Each participant assumes the risk of fluctuations in the value of his account. The accompanying financial statements of the Plan have been prepared in conformity with generally accepted accounting principles. Security valuation - Investments are stated at fair value determined as follows: Money market funds - market price which is equivalent to cost Common stocks - last published sale price on the New York Stock Exchange Actively managed commingled funds - provided in the audited annual report of the Frank Russell Trust Company SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 1. Summary of significant accounting policies (Continued) Security transactions and related investment income - Security transactions are accounted for on the trade date and dividend income is recorded as earned on the ex-dividend date. Interest income is recorded as earned on the accrual basis. In determining the realized net gain or loss on securities sold, the cost of securities is determined on an average cost basis. The Plan presents in the statements of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of investments, which consists of the realized gains or losses and the change in unrealized appreciation (depreciation) on those investments. Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. 2. Description of Plan The Plan is a defined contribution plan. Information regarding plan benefits and vesting is provided in the Plan and related documents which are available at Tredegar's main office at 1100 Boulders Parkway, Richmond, Virginia 23225. SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 3. Active funds As of December 31, 1997, the following net assets were available for benefits:
Tredegar Industries Stable Inc. Common Value Balanced Equity Loan Stock Fund Fund Fund Fund Fund Total Assets: Investments: Money market funds - Wachovia Bank Diversified Trust Fund $ 26,496 $ 5,622 $ 17,600 $ 17,544 $ - $ 67,262 Common stocks: Tredegar Industries, Inc. 88,749,896 - - - - 88,749,896 Actively managed commingled funds: Frank Russell Investment Contract Fund - 5,958,153 - - - 5,958,153 Frank Russell Global Balanced Fund - - 5,196,770 - - 5,196,770 Frank Russell Equity I Fund - - - 7,049,564 - 7,049,564 Frank Russell Equity II Fund - - - 784,621 - 784,621 Loans to participants - - - - 415,971 415,971 ----------- ---------- ---------- ---------- -------- ------------ Total investments 88,776,392 5,963,775 5,214,370 7,851,729 415,971 108,222,237 Interest and dividends receivable 121,009 - - - - 121,009 Cash 290 15 41 62 - 408 ----------- ---------- ---------- ---------- --------- ----------- Net assets available for benefits $88,897,691 $5,963,790 $5,214,411 $7,851,791 $415,971 $108,343,654 =========== ========== ========== ========== ======== ============
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 3. Active funds (Continued) As of December 31, 1996, the following net assets were available for benefits:
Tredegar Industries Stable Inc. Common Value Balanced Equity Loan Stock Fund Fund Fund Fund Fund Total Assets: Investments: Money market funds: Wachovia Bank Diversified Trust Fund $ 202,836 $ - $ - $ - $ - $ 202,836 Frank Russell Short Term Investment Fund - 45 60 132 - 237 Common stocks: Tredegar Industries, Inc. 57,966,983 - - - - 57,966,983 Actively managed commingled funds: Frank Russell Investment Contract Fund - 4,545,748 - - - 4,545,748 Frank Russell Global Balanced Fund - - 3,486,211 - - 3,486,211 Frank Russell Equity I Fund - - - 4,027,405 - 4,027,405 Frank Russell Equity II Fund - - - 456,556 - 456,556 Loans to participants - - - - 156,328 156,328 ----------- ---------- ---------- ---------- -------- ----------- Total investments 58,169,819 4,545,793 3,486,271 4,484,093 156,328 70,842,304 Interest and dividends receivable 117,923 14 12 20 - 117,969 Cash - - - - 36,800 36,800 ----------- ---------- ---------- ---------- -------- ----------- 58,287,742 4,545,807 3,486,283 4,484,113 193,128 70,997,073 Liabilities: Cash overdrafts - 367 393 440 - 1,200 Accrued administrative expenses 39 - - - - 39 Loans committed not paid - - - - 36,800 36,800 Due to broker for securities trades 33,202 - - - - 33,202 ----------- ---------- ---------- ---------- -------- ----------- 33,241 367 393 440 36 800 71,241 ----------- ---------- ---------- ---------- -------- ----------- Net assets available for benefits $58,254,501 $4,545,440 $3,485,890 $4,483,673 $156,328 $70,925,832 =========== ========== ========== ========== ======== ===========
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 3. Active funds (Continued) For the year ended December 31, 1997, net assets available for benefits changed as follows:
Tredegar Industries Stable Inc. Common Value Balanced Equity Loan Stock Fund Fund Fund Fund Fund Total Additions to net assets attributed to: Investment income: Interest $ 17,564 $ 645 $ 431 $ 645 $ 22,056 $ 41,341 Dividends 465,612 218 61 178 - 466,069 Net appreciation in the fair value of investments 36,258,606 319,389 806,777 1,761,848 - 39,146,620 ----------- ---------- ---------- ---------- -------- ------------ 36,741,782 320,252 807,269 1,762,671 22,056 39,654,030 Contributions: Employer 1,754,488 - - - - 1,754,488 Participants 1,476,986 401,711 672,749 1,403,810 - 3,955,256 ----------- ---------- ---------- ---------- -------- ------------ 3,231,474 401,711 672,749 1,403,810 - 5,709,744 ----------- ---------- ---------- ---------- -------- ------------ Total additions 39,973,256 721,963 1,480,018 3,166,481 22,056 45,363,774 Deductions from net assets attributed to: Administrative expenses 52,984 21,821 39,578 60,659 - 175,042 Withdrawals to participating employees 7,331,325 487,498 340,494 541,038 14,775 8,715,130 ----------- ---------- ---------- ---------- -------- ------------ Total deductions 7,384,309 509,319 380,072 601,697 14,775 8,890,172 ----------- ---------- ---------- ---------- -------- ------------ 32,588,947 212,644 1,099,946 2,564,784 7,281 36,473,602 Intraplan transfers (1,945,757) 1,205,706 628,575 803,334 252,362 944,220 ---------- ---------- ---------- ---------- -------- ------------ Net increase for the year 30,643,190 1,418,350 1,728,521 3,368,118 259,643 37,417,822 Net assets available for benefits: Beginning of year 58,254,501 4,545,440 3,485,890 4,483,673 156,328 70,925,832 ----------- ---------- ---------- ---------- -------- ------------ End of year $88,897,691 $5,963,790 $5,214,411 $7,851,791 $415,971 $108,343,654 =========== ========== ========== ========== ======== ============
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 3. Active funds (Continued) For the year ended December 31, 1996, net assets available for benefits changed as follows:
Tredegar Short-Term Government Industries Stable Investment Obligations Inc. Common Value Balanced Equity Loan Fund Fund Stock Fund Fund Fund Fund Fund Total Additions to net assets attributed to: Investment income: Interest $ 18,287 $ 118,338 $ 18,039 $ 129 $ 2,051 $ 4,311 $ 1,960 $ 163,115 Dividends - - 398,346 45 60 132 - 398,583 Net appreciation (depreciation) in the fair value of investments - (59,855) 28,867,858 135,034 322,243 488,937 - 29,754,217 ---------- ---------- ----------- ---------- ---------- ---------- -------- ----------- 18,287 58,483 29,284,243 135,208 324,354 493,380 1,960 30,315,915 Contributions: Employer - - 1,681,868 - - - - 1,681,868 Participants 331,990 305,091 1,381,320 299,030 490,983 944,784 - 3,753,198 ---------- ---------- ----------- ---------- ---------- ---------- -------- ----------- 331,990 305,091 3,063,188 299,030 490,983 944,784 - 5,435,066 ---------- ---------- ----------- ---------- ---------- ---------- -------- ----------- Total additions 350,277 363,574 32,347,431 434,238 815,337 1,438,164 1,960 35,750,981 Deductions from net assets attributed to: Administrative expenses 400 14,863 43,607 8,428 14,990 16,863 - 99,151 Withdrawals to participating employees 1,953,531 504,313 9,570,619 427,776 249,975 320,659 - 13,026,873 ---------- ---------- ----------- ---------- ---------- ---------- -------- ----------- Total deductions 1,953,931 519,176 9,614,226 436,204 264,965 337,522 - 13,126,024 ---------- ---------- ----------- ---------- ---------- ---------- -------- ----------- (1,603,654) (155,602) 22,733,205 (1,966) 550,372 1,100,642 1,960 22,624,957 Transfers: Intraplan (718,584) (5,804,260) 500,331 4,547,406 2,935,518 3,383,031 154,368 4,997,810 To successor plan - (7,680) (70,050) - - - - (77,730) ---------- ---------- ----------- ---------- ---------- ---------- -------- ----------- Total transfers (718,584) (5,811,940) 430,281 4,547,406 2,935,518 3,383,031 154,368 4,920,080 ---------- ---------- ----------- ---------- ---------- ---------- -------- ----------- Net increase (decrease) for the year (2,322,238) (5,967,542) 23,163,486 4,545,440 3,485,890 4,483,673 156,328 27,545,037 Net assets available for benefits: Beginning of year 2,322,238 5,967,542 35,091,015 - - - - 43,380,795 ---------- ---------- ----------- ---------- ---------- ---------- -------- ----------- End of year $ - $ - $58,254,501 $4,545,440 $3,485,890 $4,483,673 $156,328 $70,925,832 ========== ========== =========== ========== ========== ========== ======== ===========
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 3. Active funds (Continued) For the year ended December 31, 1995, net assets available for benefits changed as follows:
Tredegar Short-Term Government Industries Investment Obligations Inc. Common Fund Fund Stock Fund Total Additions to net assets attributable to: Investment income: Interest $ 101,744 $ 363,179 $ 8,179 $ 473,102 Dividends - - 292,430 292,430 Net appreciation in the fair value of investments - 50,283 16,046,706 16,096,989 ---------- ---------- ----------- ----------- 101,744 413,462 16,347,315 16,862,521 Contributions: Employer - - 1,635,515 1,635,515 Participants 1,913,990 853,612 1,206,655 3,974,257 ---------- ---------- ----------- ----------- 1,913,990 853,612 2,842,170 5,609,772 ---------- ---------- ----------- ----------- Total additions 2,015,734 1,267,074 19,189,485 22,472,293 Deductions from net assets attributed to: Administrative expenses 4,674 6,407 28,470 39,551 Withdrawals paid to participating employees 1,968,318 1,526,571 1,878,132 5,373,021 ---------- ---------- ----------- ----------- Total deductions 1,972,992 1,532,978 1,906,602 5,412,572 ---------- ---------- ----------- ----------- 42,742 (265,904) 17,282,883 17,059,721 Intraplan transfers (55,978) 1,547,120 (1,075,833) 415,309 ---------- ---------- ----------- ----------- Net increase (decrease) for the year (13,236) 1,281,216 16,207,050 17,475,030 Net assets available for benefits: Beginning of year 2,335,474 4,686,326 18,883,965 25,905,765 ---------- ---------- ----------- ----------- End of year $2,322,238 $5,967,542 $35,091,015 $43,380,795 ========== ========== =========== ===========
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 4. Inactive funds As of December 31, 1997, the following assets were available for benefits:
Ethyl Albemarle Short-Term Corporation Corporation Investment Common Common Fund Stock Fund Stock Fund Total Assets: Investments: Money market funds - Wachovia Bank Diversified Trust Fund $13,607 $ 16,543 $ 1,746 $ 31,896 Common stocks: Albemarle Corporation - - 2,410,253 2,410,253 Ethyl Corporation - 1,460,082 - 1,460,082 ------- ---------- ---------- ---------- Total investments 13,607 1,476,625 2,411,999 3,902,231 Interest and dividends receivable - 11,870 9,086 20,956 Cash 83 86 10 179 ------- ---------- ---------- ---------- Net assets available for benefits $13,690 $1,488,581 $2,421,095 $3,923,366 ======= ========== ========== ==========
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 4. Inactive funds (Continued) As of December 31, 1996, the following net assets were available for benefits:
Ethyl First Colony Albemarle Short-Term Corporation Corporation Corporation Investment Common Common Common Fund Stock Fund Stock Fund Stock Fund Total Assets: Investments: Money market funds - Wachovia Bank Diversified Trust Fund $186,463 $ 6,533 $290,067 $ 582 $ 483,645 Common stocks: Albemarle Corporation - - - 2,153,141 2,153,141 Ethyl Corporation - 2,132,959 - - 2,132,959 -------- ---------- -------- ---------- ---------- Total investments 186,463 2,139,492 290,067 2,153,723 4,769,745 Receivables: Interest and dividends 899 29,002 9,959 8,550 48,410 Due from broker for securities trades - 63,162 - 41,263 104,425 -------- ---------- -------- ---------- ---------- Total receivables 899 92,164 9,959 49,813 152,835 Cash - - 359 - 359 -------- ---------- -------- ---------- ---------- 187,362 2,231,656 300,385 2,203,536 4,922,939 Accrued administrative expenses 20 2 230 1 253 -------- ---------- -------- ---------- ---------- Net assets available for benefits $187,342 $2,231,654 $300,155 $2,203,535 $4,922,686 ======== ========== ======== ========== ==========
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 4. Inactive funds (Continued) For the year ended December 31, 1997, net assets available for benefits changed as follows:
Ethyl First Colony Albemarle Short-Term Corporation Corporation Corporation Investment Common Common Common Fund Stock Fund Stock Fund Stock Fund Total Additions to net assets attributable to: Investment income: Interest $ 2,847 $ 1,323 $ 106 $ 688 $ 4,964 Dividends - 90,104 - 34,261 124,365 Net appreciation (depreciation) in the fair value of investments - (361,080) - 632,092 271,012 -------- --------- -------- ---------- ---------- Total additions 2,847 (269,653) 106 667,041 400,341 Deductions from net assets attributed to: Administrative expenses 397 1,549 2 1,750 3,698 Withdrawals paid to participating employees 164,955 123,861 - 162,927 451,743 -------- ---------- -------- ---------- ---------- Total deductions 165,352 125,410 2 164,677 455,441 -------- ---------- -------- ---------- ---------- (162,505) (395,063) 104 502,364 (55,100) Intraplan transfers (11,147) (348,010) (300,259) (284,804) (944,220) -------- ---------- -------- ---------- ---------- Net increase (decrease) for the year (173,652) (743,073) (300,155) 217,560 (999,320) Net assets available for benefits: Beginning of year 187,342 2,231,654 300,155 2,203,535 4,922,686 -------- ---------- -------- ---------- ---------- End of year $ 13,690 $1,488,581 $ - $2,421,095 $3,923,366 ======== ========== ======== ========== ==========
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 4. Inactive funds (Continued) For the year ended December 31, 1996, net assets available for benefits changed as follows:
Ethyl First Colony Albemarle Short-Term Corporation Corporation Corporation Investment Common Common Common Fund Stock Fund Stock Fund Stock Fund Total Additions to net assets attributable to: Investment income: Interest $ 12,802 $ 2,032 $ 11,093 $ 1,300 $ 27,227 Dividends - 139,990 31,187 34,947 206,124 Net appreciation (depreciation) in the fair value of investments - (982,805) 715,983 (33,352) (300,174) -------- ---------- ---------- ---------- ----------- Total additions 12,802 (840,783) 758,263 2,895 (66,823) Deductions from net assets attributed to: Administrative expenses 4,817 538 1,312 963 7,630 Withdrawals paid to participating employees 155,333 376,912 317,682 376,650 1,226,577 -------- ---------- ---------- ---------- ----------- Total deductions 160,150 377,450 318,994 377,613 1,234,207 -------- ---------- ---------- ---------- ----------- (147,348) (1,218,233) 439,269 (374,718) (1,301,030) Transfers: Intraplan 334,722 (1,207,374) (3,165,898) (959,260) (4,997,810) To successor plan (32) (329) (253) (355) (969) -------- ---------- ---------- ---------- ----------- Total transfers 334,690 (1,207,703) (3,166,151) (959,615) (4,998,779) -------- ---------- ---------- ---------- ----------- Net increase (decrease) for the year 187,342 (2,425,936) (2,726,882) (1,334,333) (6,299,809) Net assets available for benefits: Beginning of year - 4,657,590 3,027,037 3,537,868 11,222,495 -------- ---------- ---------- ---------- ----------- End of year $187,342 $2,231,654 $ 300,155 $2,203,535 $ 4,922,686 ======== ========== ========== ========== ===========
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 4. Inactive funds (Continued) For the year ended December 31, 1995, net assets available for benefits changed as follows:
Ethyl First Colony Albemarle Corporation Corporation Corporation Common Common Common Stock Fund Stock Fund Stock Fund Total Additions to net assets attributable to: Investment income: Interest $ 1,024 $ 190 $ 215 $ 1,429 Dividends 192,411 49,957 39,716 282,084 Net appreciation in the fair value of investments 1,060,532 379,799 1,027,794 2,468,125 ---------- ---------- ---------- ----------- Total additions 1,253,967 429,946 1,067,725 2,751,638 Deductions from net assets attributed to: Administrative expenses 4,940 3,580 3,768 12,288 Withdrawals paid to participating employees 313,567 198,667 208,454 720,688 ---------- ---------- ---------- ----------- Total deductions 318,507 202,247 212,222 732,976 ---------- ---------- ---------- ----------- 935,460 227,699 855,503 2,018,662 Intraplan transfers (195,126) (129,549) (90,634) (415,309) ---------- ---------- ---------- ----------- Net increase for the year 740,334 98,150 764,869 1,603,353 Net assets available for benefits: Beginning of year 3,917,256 2,928,887 2,772,999 9,619,142 ---------- ---------- ---------- ----------- End of year $4,657,590 $3,027,037 $3,537,868 $11,222,495 ========== ========== ========== ===========
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 5. Contributions and investment options As of December 31, 1997 and 1996, there were 1,511 and 1,422 employees, respectively, participating in the Plan. Participation in each fund was as follows: Number of Participants December 31, 1997 1996 Short-Term Investment Fund 39 143 Tredegar Industries, Inc. Common Stock Fund 1,424 1,375 Albemarle Corporation Common Stock Fund 204 243 Ethyl Corporation Common Stock Fund 196 234 Stable Value Fund 511 540 Balanced Fund 601 533 Equity Fund 917 807 As of December 31, 1997 and 1996, 2,171 and 1,971 employees, respectively, were eligible to participate in the Plan. Participants in the Plan currently may select a program for investment in the Stable Value Fund, Balanced Fund, Equity Fund, Tredegar Industries, Inc. Common Stock Fund, or in any combination thereof in even multiples of 10%. Each participant may contribute a percentage of his or her base pay (as defined) ranging from a minimum of 1% to a maximum of 10%. The contribution paid on behalf of the participant by Tredegar is generally 50% of each nonrepresented participant's contribution. Contributions made by Tredegar are invested in the Tredegar Industries, Inc. Common Stock Fund. No additional contributions may be invested in either the Ethyl Corporation Common Stock Fund (which was an investment option under the Ethyl Plan) or the Albemarle Corporation Common Stock Fund (which was created during 1994 as the result of a distribution to Ethyl Corporation stockholders). However, existing investments in these Funds may continue or the participants may direct the transfer of their investment in these Funds to the Stable Value Fund, Balanced Fund, Equity Fund, or the Tredegar Industries, Inc. Common Stock Fund. SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 5. Contributions and investment options (Continued) Investments in the active funds are made primarily in various actively managed commingled funds managed by the Frank Russell Trust Company and Tredegar common stock. Investments in the Short-Term Investment Fund are selected by Wachovia Bank, N.A. (Trustee), from fund securities maturing within one year or revolving credit arrangements that are completely liquid investments. Investments in the common stock of Ethyl Corporation and Albemarle Corporation are now held until liquidation or distribution under the Plan. The Trustee is permitted under the trust agreement to invest monies held by it until such time as the funds are invested in accordance with participants' directions or disbursed in accordance with the terms of the Plan. These permitted investments include certain commercial paper, variable notes, certificates of deposit and money market funds. The cost basis assigned to the Albemarle Corporation common stock received from the distribution by Ethyl Corporation was 34.99% of the cost basis of the Ethyl Corporation common stock. The market value of Albemarle Corporation common stock on February 28, 1994, was $1,889,293 in excess of the cost basis assigned. 6. Investments The following tables present the fair value of investments as of December 31, 1997 and 1996. Investments that represent five percent or more of the Plan=s net assets are separately identified. FAIR VALUE OF INVESTMENTS December 31, 1997
Number of shares or units - principal Fair Name of issuer and title of each issue bonds and notes Cost Value (1) - - -------------------------------------- -------------------- ---- --------- Investments at fair value as determined by quoted market price: Money market funds - Wachovia Bank Diversified Trust Fund $ 99,158 $ 99,158 Common stocks: Albemarle Corporation 100,953 556,834 2,410,253 Ethyl Corporation 189,917 1,027,436 1,460,082 Tredegar Industries, Inc. 1,347,247 15,006,131 88,749,896 ----------- ------------ 16,689,559 92,719,389
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 6. Investments (Continued)
Number of shares or units - principal Fair Name of issuer and title of each issue bonds and notes Cost Value (1) - - -------------------------------------- -------------------- ---- --------- Investments estimated at fair value: Actively managed commingled funds: Frank Russell Investment Contract Fund 303,399 5,542,604 5,958,153 Frank Russell Global Balanced Fund 238,220 4,105,608 5,196,770 Frank Russell Equity I Fund 247,666 5,062,350 7,049,564 Frank Russell Equity II Fund 30,327 586,015 784,621 Loans to participants $415,971 415,971 415,971 ----------- ------------ 15,712,548 19,405,079 Total investments $32,402,107 $112,124,468 =========== ============
(1) Investments are carried in the statement of net assets available for benefits at fair value. FAIR VALUE OF INVESTMENTS December 31, 1996
Number of shares or units - principal Fair Name of issuer and title of each issue bonds and notes Cost Value (1) - - -------------------------------------- -------------------- ---- --------- Investments at fair value as determined by quoted market price: Money market funds: Wachovia Bank Diversified Trust Fund $ 686,481 $ 686,481 Frank Russell Short Term Investment Fund 237 237 Common stocks: Albemarle Corporation 118,794 615,585 2,153,141 Ethyl Corporation 224,522 1,133,967 2,132,959 Tredegar Industries, Inc. 1,444,660 13,861,815 57,966,983 ----------- ----------- 16,298,085 62,939,801 Investments estimated at fair value: Actively managed commingled funds: Frank Russell Investment Contract Fund 246,810 4,418,321 4,545,748 Frank Russell Global Balanced Fund 191,582 3,168,424 3,486,211 Frank Russell Equity I Fund 186,566 3,578,047 4,027,405 Frank Russell Equity II Fund 22,847 422,874 456,556 Loans to participants $156,328 156,328 156,328 ----------- ----------- 11,743,994 12,672,248 Total investments $28,042,079 $75,612,049 =========== ===========
(1) Investments are carried in the statement of net assets available for benefits at fair value. SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 6. Investments (Continued) Closing stock prices as of December 31, 1997 and 1996, were as follows: 1997 1996 Albemarle Corporation common stock $23.875 $18.125 Ethyl Corporation common stock 7.688 9.500 Tredegar Industries, Inc. common stock 65.875 40.125 Frank Russell Investment Contract Fund 19.638 18.418 Frank Russell Global Balanced Fund 21.815 18.197 Frank Russell Equity I Fund 28.464 21.587 Frank Russell Equity II Fund 25.872 19.983 During the years ended December 31, 1997, 1996, and 1995, the Plan's investment portfolio (including investments bought, sold and held during the year) appreciated in value by $39,417,632, $29,454,043, and $18,565,114 as follows:
Net change in fair value 1997 1996 1995 ---- ---- ---- Investments at fair value as determined by quoted market price: United States government obligations $ - $ (59,855) $ 50,283 Tredegar Industries, Inc. common stock 36,258,606 28,867,859 16,046,706 Albemarle Corporation common stock 632,092 (33,352) 1,027,794 Ethyl Corporation common stock (361,080) (982,804) 1,060,532 First Colony Corporation common stock - 715,983 379,799 ----------- ----------- ----------- 36,529,618 28,507,831 18,565,114 Investments at estimated fair value: Frank Russell Investment Contract Fund 319,389 135,033 - Frank Russell Global Balanced Fund 806,777 322,243 - Frank Russell Equity I Fund 1,581,478 455,074 - Frank Russell Equity II Fund 180,370 33,862 - ----------- ----------- ----------- 2,888,014 946,212 - ----------- ----------- ----------- Net change in fair value $39,417,632 $29,454,043 $18,565,114 =========== =========== ===========
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 7. Federal income taxes The Internal Revenue Service has determined and informed Tredegar by a letter dated January 22, 1996, that the Plan and related trust are designed in accordance with the applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan=s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 8. Annual Short-Term Investment Fund distribution The Plan provides that an annual distribution of 75% of each participant's interest in the Short-Term Investment Fund as of the end of the preceding plan year will be made as promptly as practicable after the beginning of the new plan year unless a participant elects to transfer this distribution to the Stable Value Fund, Balanced Fund, Equity Fund, or the Tredegar Industries, Inc. Common Stock Fund. Annual distributions in the amount of $10,341, $140,036, and $1,822,924 were paid from the Short-Term Investment Fund in February 1998, 1997, and 1996, respectively. The remaining balance, if any, is carried over in the Short-Term Investment Fund. 9. Administrative expenses The Plan is responsible for all trustee and investment management fees. Tredegar pays for all other administrative expenses up to an annual limit of $75,000. Any expenses in excess of this limit are paid by the Plan. 10. Forfeitures Employees who leave Tredegar before becoming fully vested in Tredegar contributions forfeit the value of their nonvested account. Forfeitures are applied against Tredegar's contributions throughout the year. Forfeitures were as follows: 1997 $113,119 1996 100,102 1995 76,280 EXHIBIT INDEX 24.1 Consent of Independent Auditors


Exhibit 24.1







                         CONSENT OF INDEPENDENT AUDITORS


We consent to the  incorporation by reference in the  Registration  Statement of
Tredegar Industries, Inc. on Form S-8 (File Number 33-64647) of our report dated
June 5, 1998,  appearing in this Annual  Report on Form 11-K of the Savings Plan
for the Employees of Tredegar  Industries,  Inc. for the year ended December 31,
1997.



                                              PLOTT & WALTON, PC


June 15, 1998