SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM 10-Q

(Mark One)

 ___              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
/ X /             OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 1998

                                                         OR

 ___              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
/   /             OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from                       to
                                -------------------      -----------------------

                         Commission file number 1-10258

                            Tredegar Industries, Inc.
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             (Exact Name of Registrant as Specified in its Charter)

                  Virginia                                54-1497771
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      (State or Other Jurisdiction of                    (I.R.S. Employer
      Incorporation or Organization)                     Identification No.)

1100 Boulders Parkway
Richmond, Virginia                                        23225
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(Address of Principal Executive Offices)                 (Zip Code)

Registrant's telephone number, including area code:  (804) 330-1000

        Indicate  by check  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes     X      No
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        The number of shares of Common Stock,  no par value,  outstanding  as of
July 31, 1998: 36,052,283.



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.


                        Tredegar Industries, Inc.
                       Consolidated Balance Sheets
                              (In Thousands)
                               (Unaudited)
June 30, Dec. 31, 1998 1997 --------- --------- Assets Current assets: Cash and cash equivalents $ 26,573 $120,065 Accounts and notes receivable 95,321 69,672 Inventories 34,991 20,008 Income taxes recoverable 1,071 294 Deferred income taxes 8,675 8,722 Prepaid expenses and other 3,569 4,369 --------- --------- Total current assets 170,200 223,130 --------- --------- Property, plant and equipment, at cost 342,306 283,995 Less accumulated depreciation and amortization 192,186 183,397 --------- --------- Net property, plant and equipment 150,120 100,598 --------- --------- Other assets and deferred charges 89,791 67,134 Goodwill and other intangibles 33,027 20,075 --------- --------- Total assets $443,138 $410,937 ========= ========= Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 45,268 $ 33,168 Accrued expenses 46,546 39,618 --------- --------- Total current liabilities 91,814 72,786 Long-term debt 25,000 30,000 Deferred income taxes 30,394 22,108 Other noncurrent liabilities 13,808 13,497 --------- --------- Total liabilities 161,016 138,391 --------- --------- Shareholders' equity: Common stock, no par value 93,778 115,291 Common stock held in trust for savings restoration plan (1,212) (1,020) Unrealized gain on available-for-sale securities 7,145 5,020 Foreign currency translation adjustment (830) (37) Retained earnings 183,241 153,292 --------- --------- Total shareholders' equity 282,122 272,546 --------- --------- Total liabilities and shareholders' equity $443,138 $410,937 ========= ========= See accompanying notes to financial statements.
2 Tredegar Industries, Inc. Consolidated Statements of Income (In Thousands) (Unaudited)
Second Quarter Six Months Ended June 30 Ended June 30 ------------------- ------------------- 1998 1997 1998 1997 --------- --------- --------- --------- Revenues: Net sales $ 169,946 $ 144,969 $ 326,606 $ 278,314 Other income (expense), net 1,911 5,058 3,301 7,903 --------- --------- --------- --------- Total 171,857 150,027 329,907 286,217 --------- --------- --------- --------- Costs and expenses: Cost of goods sold 134,475 114,295 257,571 221,255 Selling, general and administrative 10,136 8,929 18,976 17,490 Research and development 3,600 3,181 6,947 6,447 Interest 292 621 686 1,142 Unusual items - (2,250) (765) (2,250) --------- --------- --------- --------- Total 148,503 124,776 283,415 244,084 --------- --------- --------- --------- Income before income taxes 23,354 25,251 46,492 42,133 Income taxes 8,193 8,904 14,035 14,832 --------- --------- --------- --------- Net income $ 15,161 $ 16,347 $ 32,457 $ 27,301 ========= ========= ========= ========= Earnings per share: Basic $ .42 $ .44 $ .90 $ .74 Diluted .39 .42 .84 .69 Shares used to compute earnings per share: Basic 35,904 36,789 36,150 36,759 Diluted 38,557 39,387 38,788 39,309 Dividends per share $ .04 $ .027 $ .07 $ .053 See accompanying notes to financial statements.
3 Tredegar Industries, Inc. Consolidated Statements of Cash Flows (In Thousands) (Unaudited)
Six Months Ended June 30 ------------------- 1998 1997 --------- --------- Cash flows from operating activities: Net income $ 32,457 $ 27,301 Adjustments for noncash items: Depreciation 10,385 9,109 Amortization of intangibles 34 26 Deferred income taxes 588 23 Accrued pension income and postretirement benefits (1,773) (1,877) Gain on sale of technology-related investments (2,185) (6,359) Gain on divestitures (765) (2,250) Changes in assets and liabilities, net of effects from acquisitions and divestitures: Accounts and notes receivable (4,110) (8,137) Inventories (4,015) 589 Income taxes recoverable (777) 2,023 Prepaid expenses and other 970 (367) Accounts payable 6,994 12,662 Accrued expenses and income taxes payable (4,185) 4,423 Other, net (1,575) (835) --------- --------- Net cash provided by operating activities 32,043 36,331 --------- --------- Cash flows from investing activities: Capital expenditures (13,604) (8,404) Acquisitions (net of cash acquired of $1,097 in 1998; excludes equity issued of $11,219 in 1998) (60,527) (13,469) Investments (13,726) (6,828) Proceeds from the sale of investments 2,919 5,783 Proceeds from property disposals and divestitures 690 2,355 Other, net (855) (308) --------- --------- Net cash used in investing activities (85,103) (20,871) --------- --------- Cash flows from financing activities: Dividends paid (2,508) (1,963) Net decrease in borrowings (5,000) (5,000) Repurchases of Tredegar common stock (34,163) (1,955) Tredegar common stock purchased by trust for savings restoration plan (192) - Proceeds from exercise of stock options 1,431 1,348 --------- --------- Net cash used in financing activities (40,432) (7,570) --------- --------- (Decrease) increase in cash and cash equivalents (93,492) 7,890 Cash and cash equivalents at beginning of period 120,065 101,261 --------- --------- Cash and cash equivalents at end of period $ 26,573 $109,151 ========= ========= See accompanying notes to financial statements.
4 TREDEGAR INDUSTRIES, INC. NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited) 1. In the opinion of management, the accompanying consolidated financial statements of Tredegar Industries, Inc. and Subsidiaries ("Tredegar") contain all adjustments necessary to present fairly, in all material respects, Tredegar's consolidated financial position as of June 30, 1998, and the consolidated results of their operations and their cash flows for the six months ended June 30, 1998 and 1997. All such adjustments are deemed to be of a normal recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Tredegar's Annual Report on Form 10-K for the year ended December 31, 1997. The results of operations for the six months ended June 30, 1998, are not necessarily indicative of the results to be expected for the full year. On May 20, 1998, Tredegar's Board of Directors declared a three-for-one stock split payable on July 1, 1998, to shareholders of record on June 15, 1998. Accordingly, all historical references to per-share amounts, shares repurchased and the shares used to compute earnings per share have been restated to reflect the split. 2. Unusual items in 1998 include a first-quarter pretax gain of $765,000 on the sale of APPX Software. Income taxes include a tax benefit of $2 million related to the sale, including a tax benefit for the excess of APPX Software's income tax basis over its financial reporting basis. Unusual items in 1997 include a gain of $2.25 million related to the redemption of preferred stock received in connection with the 1996 divestiture of Molded Products. Net income and earnings per share, adjusted for unusual items and technology-related investment activities affecting the comparability of operating results, are presented below:
(In Thousands Except Per-Share Amounts) Second Quarter Six Months Ended June 30 Ended June 30 ------------------- ------------------- 1998 1997 1998 1997 --------- --------- --------- --------- Net income as reported $ 15,161 $ 16,347 $ 32,457 $ 27,301 After-tax effect of unusual items: Gain on sale of APPX Software - - (2,766) - Redemption of preferred stock received in connection with the divestiture of Molded Products - (1,440) - (1,440) --------- --------- --------- --------- Net income as adjusted for unusual items 15,161 14,907 29,691 25,861 After-tax effect of technology-related net investment (gains) losses (671) (2,863) (1,103) (4,069) --------- --------- --------- --------- Net income as adjusted for unusual items and technology- related investment activities $ 14,490 $ 12,044 $ 28,588 $ 21,792 ========= ========= ========= ========= Diluted earnings per share: As reported $ .39 $ .42 $ .84 $ .69 As adjusted for unusual items .39 .38 .77 .65 As adjusted for unusual items and technology-related investment activities .37 .31 .74 .55
3. The carrying value of technology-related investments (included in "Other assets" in the consolidated balance sheet) at June 30, 1998 and December 31, 1997, was $49.8 million ($39.3 million cost basis) and $33.5 million ($25.8 million cost basis), respectively. The excess of the carrying value over the cost basis is related to available-for-sale 5 securities stated at their closing market price, with unrealized holding gains excluded from earnings and reported net of deferred income taxes in shareholders' equity until realized. The estimated fair value of technology-related investments was $55.8 million and $40.8 million at June 30, 1998 and December 31, 1997, respectively. 4. Comprehensive income, defined as net income and other comprehensive income, for the second quarters ended June 30, 1998 and 1997 was $17.8 million and $16.2 million, respectively. Comprehensive income for the six months ended June 30, 1998 and 1997 was $33.8 million and $26.9 million, respectively. Other comprehensive income includes changes in unrealized gains and losses on available-for-sale securities and foreign currency translation adjustments recorded net of deferred income taxes directly in shareholders' equity. 5. The components of inventories are as follows:
(In Thousands) June 30 Dec. 31 1998 1997 -------------- -------------- Finished goods $ 4,755 $ 1,865 Work-in-process 5,193 2,340 Raw materials 17,305 9,297 Stores, supplies and other 7,738 6,506 -------------- -------------- Total $34,991 $20,008 ============== ==============
6. Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income by the weighted average common and potentially dilutive common equivalent shares outstanding, determined as follows:
(In Thousands) Second Quarter Six Months Ended June 30 Ended June 30 -------------------- ------------------- 1998 1997 1998 1997 --------- --------- --------- --------- Weighted average shares outstanding used to compute basic earnings per share 35,904 36,789 36,150 36,759 Incremental shares issuable upon the assumed exercise of stock options 2,653 2,598 2,638 2,550 --------- --------- --------- --------- Shares used to compute diluted earnings per share 38,557 39,387 38,788 39,309 ========= ========= ========= =========
Incremental shares issuable upon the assumed exercise of outstanding stock options is computed using the average market price during the related period. 7. On February 13, 1998, Tredegar completed a "Dutch auction" tender offer in which it repurchased 1,508,772 shares of its common stock for $32.7 million or $21.67 per share (excluding transaction costs). Since becoming an independent company in 1989, Tredegar has repurchased a total of 20.1 million shares, or 36% of its issued and outstanding common stock, for $112.9 million ($5.61 per share). As of June 30, 1998, under a standing authorization from its board of directors, 6 Tredegar may purchase an additional 4.1 million shares in the open market or in privately negotiated transactions at prices management deems appropriate. 8. On June 11, 1998, Tredegar acquired Canada-based Exal Aluminum Inc. ("Exal"). Exal operates two aluminum extrusion plants in Pickering, Ontario and Aurora, Ontario. The two plants collectively generated sales of approximately $94 million in 1997 and $4.5 million for the period from June 11 through June 30, 1998. Both facilities manufacture extrusions for distribution, transportation, electrical, machinery and equipment, and building and construction markets. The Pickering facility also produces aluminum logs and billet for internal use and for sale to customers. Tredegar filed a Form 8-K on June 23, 1998, with respect to the acquisition of Exal. On February 6, 1998, Tredegar acquired two Canada-based aluminum extrusion and fabrication plants from Reynolds Metals Company ("Reynolds"). The plants are located in Ste-Therese, Quebec, and Richmond Hill, Ontario. The two plants collectively generated sales of approximately $55 million in 1997 and $23.7 million for the period from February 6 through June 30, 1998. Both facilities manufacture products used primarily in building and construction, transportation, electrical, machinery and equipment, and consumer durables markets. On May 30, 1997, Tredegar acquired an aluminum extrusion and fabrication plant in El Campo, Texas, from Reynolds. The El Campo facility, which had sales of $21.6 million for the six months ended June 30, 1998 and $3.2 million for the period May 30 through June 30, 1997, extrudes and fabricates products used primarily in transportation, electrical and consumer durables markets. These acquisitions were accounted for using the purchase method. No goodwill arose from the acquisitions of the former Reynolds plants since the estimated fair value of the identifiable net assets acquired equaled the purchase price. Goodwill (the excess of the purchase price over the estimated fair value of identifiable net assets acquired) of $13 million was recorded on the acquisition of Exal and is being amortized on a straight-line basis over 40 years. The operating results for the five plants have been included in the consolidated statements of income since the date acquired. Pro forma financial information with respect to these acquisitions required by Item 7 of Form 8-K will be filed not later than August 21, 1998 (60 days from the date the Current Report on Form 8-K was required to be filed for the Exal acquisition). 9. The Financial Accounting Standards Board has issued new standards affecting the accounting for derivative instruments and hedging activities and disclosures of information about business segments, pensions and other postretirement benefits. These standards are not expected to significantly change Tredegar's operating results, financial condition or disclosures when adopted. Each of the new standards will be adopted in the fourth quarter of 1998, except for the derivatives and hedging standard which will be adopted in the first quarter of 2000. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Second Quarter 1998 Compared with Second Quarter 1997 Net income for the second quarter of 1998 was $15.2 million or 39 cents per share, down from $16.3 million or 42 cents per share in the second quarter of 1997 (all per share amounts in this analysis are expressed on a diluted basis). Results for 1997 include an unusual gain of $2.25 million ($1.4 million after income taxes or 4 cents per share) related to the redemption of preferred stock received in connection with the 1996 divestiture of Molded Products (see Note 2 on page 5). In addition, results for 1998 and 1997 include net gains from technology-related investment activities of $1 million ($671,000 after income taxes or 2 cents per share) and $4.5 million ($2.9 million after income taxes or 7 cents per share), respectively. Net income excluding unusual items and technology-related investment activities for the second quarter of 1998 was $14.5 million or 37 cents per share, up from $12 million or 31 cents per share in the second quarter of 1997. The improved operating earnings were driven by continued volume growth and acquisitions in Tredegar's aluminum extrusion business, where profits were up 41%. Tredegar operates eight aluminum plants in the U.S. and Canada, five of which have been acquired since May 1997 (see Note 8 on page 7). Lower losses at Molecumetics, Tredegar's drug discovery subsidiary, also contributed to the improved results. Profits in the company's plastics operations declined 4% due primarily to weakness in Asian markets and higher costs related to new product introductions. See Notes 2, 3, 7 and 8 on pages 5 through 7 for further information on items affecting the comparability of operating results and technology-related investments. Second-quarter net sales increased 17% in 1998. Excluding revenue from aluminum acquisitions, sales were down 3% for the quarter due primarily to lower volume of plastic film exported to Asian markets and lower selling prices reflecting a decline in plastic resin and aluminum ingot costs and pricing pressure in Asia, partially offset by higher aluminum extrusion volume and collaboration revenues at Molecumetics. Higher aluminum extrusions volume was driven by strength in all building and construction markets and sales to distributors. The gross profit margin during the second quarter of 1998 decreased to 20.9% from 21.2% in 1997 due primarily to lower margins in Film Products from lower volume and pricing pressure in Asian markets and higher costs related to new product introductions, partially offset by higher volume and margins in Aluminum Extrusions and higher contract research revenues. Contract research revenues help to support research and development programs at Molecumetics. Selling, general and administrative expenses in the second quarter of 1998 increased to $10.2 million from $8.9 million in 1997, but as a percentage of sales declined to 6% in 1998 compared with 6.2% in 1997. Research and development expenses increased by $419,000 or 13% due to higher spending at Molecumetics and Film Products. 8 Interest income, which is included in "Other income (expense), net" in the consolidated statements of income, decreased in the second quarter of 1998 by $580,000 or 48% due to a lower average cash equivalents balance (see Liquidity and Capital Resources on page 12). The average tax-equivalent yield earned on cash equivalents was approximately 5.7% in 1998 and 5.9% in 1997. Tredegar's policy permits investment of excess cash in marketable securities that have the highest credit ratings and maturities of less than one year. The primary objectives of Tredegar's investment policy are safety of principal and liquidity. Interest expense decreased by $329,000 during the period due primarily to higher capitalized interest from higher capital expenditures, the writeoff in 1997 of deferred financing costs related to the refinancing of Tredegar's revolving credit facility, and lower average debt outstanding. The effective tax rate excluding unusual items and technology-related investment activities was 35% in the second quarters of 1998 and 1997, as the impact of a decline in average tax-exempt investments was offset by a lower effective state income tax rate. Six Months 1998 Compared with Six Months 1997 Net income for the first six months of 1998 was $32.5 million or 84 cents per share, up from $27.3 million or 69 cents per share in the first six months of 1997. Results for 1998 include an unusual gain of $765,000 ($2.8 million after income taxes or 7 cents per share) on the sale of APPX Software on January 16, 1998. Results for 1997 include an unusual gain of $2.25 million ($1.4 million after income taxes or 4 cents per share) related to the redemption of preferred stock received in connection with the 1996 divestiture of Molded Products. In addition, results for 1998 and 1997 include net gains from technology-related investment activities of $1.7 million ($1.1 million after income taxes or 3 cents per share) and $6.4 million ($4.1 million after income taxes or 10 cents per share), respectively. Net income excluding unusual items and technology-related investment activities for the first six months of 1998 was $28.6 million or 74 cents per share, up from $21.8 million or 55 cents per share in the first six months of 1997. The improved operating earnings were driven by continued volume growth and acquisitions in Aluminum Extrusions, higher profits in Film Products and higher collaboration revenues supporting research and development programs at Molecumetics. The increase in profits in Film Products was driven by higher volume and efficiencies in nonwoven film laminates, higher shipments of Vispore(R) film and higher volume and profit related to European and Latin American operations, partially offset by weakness in Asian markets and higher costs related to new product introductions. See Notes 2, 3, 7 and 8 on pages 5 through 7 for further information on items affecting the comparability of operating results and technology-related investments. Net sales increased 17% in the first six months of 1998 compared to 1997. Excluding revenue from aluminum acquisitions, sales were up slightly for the year due primarily to higher volume in Aluminum Extrusions, higher volume in Film Products in all markets except Asia and collaboration revenues at Molecumetics, partially offset by lower selling prices reflecting a decline in plastic resin and aluminum ingot costs and pricing pressure in Asia. Higher aluminum extrusions volume was driven by strength in all building and construction markets and sales to distributors. The gross profit margin during the first six months of 1998 increased to 21.1% from 20.5% in 1997 due primarily to higher volume and margins in Aluminum Extrusions, efficiencies in nonwoven film laminates and higher contract research revenues at Molecumetics, partially offset by lower margins in Film 9 Products from lower volume and pricing pressure in Asian markets and higher costs related to new product introductions. Selling, general and administrative expenses in the first six months of 1998 increased to $19 million from $17.5 million in 1997, but as a percentage of sales declined to 5.8% in 1998 compared with 6.3% in 1997. Research and development expenses increased by $500,000 or 8% due to higher spending at Molecumetics and Film Products. Interest income, which is included in "Other income (expense), net" in the consolidated statements of income, decreased in the first six months of 1998 by $616,000 or 26% due to a lower average cash equivalents balance (see Liquidity and Capital Resources on page 12). The average tax-equivalent yield earned on cash equivalents was approximately 5.7% in 1998 and 1997. Interest expense decreased by $456,000 during the period due primarily to higher capitalized interest from higher capital expenditures, the writeoff in 1997 of deferred financing costs related to the refinancing of Tredegar's revolving credit facility, and lower average debt outstanding. The effective tax rate excluding unusual items and technology-related investment activities was 35% in the first six months of 1998 and 1997, as the impact of a decline in average tax-exempt investments was offset by a lower effective state income tax rate. 10 Segment Results The following tables present Tredegar's net sales and operating profit by segment for the second quarter and six months ended June 30, 1998 and 1997. Net Sales by Segment (In Thousands) (Unaudited)
Second Quarter Six Months Ended June 30 Ended June 30 -------------------- ------------------- 1998 1997 1998 1997 --------- --------- --------- --------- Film Products and Fiberlux $ 73,703 $ 78,220 $ 151,112 $ 153,657 Aluminum Extrusions 95,076 66,042 172,798 123,537 Technology: Molecumetics 1,167 216 2,667 216 Other - 491 29 904 --------- --------- --------- --------- Total net sales $ 169,946 $ 144,969 $ 326,606 $ 278,314 ========= ========= ========= =========
Operating Profit by Segment (In Thousands) (Unaudited)
Second Quarter Six Months Ended June 30 Ended June 30 ------------------- ------------------- 1998 1997 1998 1997 --------- --------- --------- --------- Film Products and Fiberlux $ 12,015 $ 12,546 $ 27,132 $ 23,514 Aluminum Extrusions 12,808 9,069 21,593 15,771 Technology: Molecumetics (971) (1,494) (1,465) (3,159) Investments 1,046 4,474 1,722 6,359 Other - (24) (428) (66) Unusual items - - 765 - --------- --------- --------- --------- 75 2,956 594 3,134 --------- --------- --------- --------- Divested operations: Unusual items - 2,250 - 2,250 --------- --------- --------- --------- - 2,250 - 2,250 --------- --------- --------- --------- Total operating profit 24,898 26,821 49,319 44,669 Interest income 629 1,209 1,744 2,360 Interest expense 292 621 686 1,142 Corporate expenses, net 1,881 2,158 3,885 3,754 --------- --------- --------- --------- Income before income taxes 23,354 25,251 46,492 42,133 Income taxes 8,193 8,904 14,035 14,832 --------- --------- --------- --------- Net income $ 15,161 $ 16,347 $ 32,457 $ 27,301 ========= ========= ========= =========
11 Results for 1998 include an unusual gain of $765,000 ($2.8 million after income taxes) on the sale of APPX Software on January 16, 1998. Results for 1997 include an unusual gain of $2.25 million ($1.4 million after income taxes) related to the redemption of preferred stock received in connection with the 1996 divestiture of Molded Products. The "Investments" category for 1998 and 1997 is comprised of net gains from technology-related investment activities. See Note 2 on page 5 for further information on items affecting the comparability of operating results. Sales in Film Products declined during the second quarter of 1998 due primarily to lower volume of plastic film exported to The Procter & Gamble Company ("P&G") in Asia and lower selling prices reflecting a decline in plastic resin costs and pricing pressure in Asia. Sales during the first six months of 1998 increased due to higher volume of nonwoven film laminates supplied to P&G for diapers, higher volume of Vispore(R) film and higher volume of plastic films manufactured and sold by the company's operations in Latin America and Europe, partially offset by lower volume of plastic film exported to P&G in Asia and lower selling prices reflecting a decline in plastic resin costs and pricing pressure in Asia. Changes in operating profit for the second quarter and the first six months of 1998 compared to 1997 were driven by the volume changes and pricing pressures in the areas noted above, as well as higher costs related to new product introductions, start-up costs for a new production site in China and the adverse impact of the strong U.S. Dollar on profit generated by European operations. Operating profit increased at Fiberlux during the second quarter and first six months of 1998 due to higher sales. Sales in Aluminum Extrusions increased during the second quarter and first six months of 1998 due to acquisition-related volume (see Note 8 on page 7) as well as strength in all building and construction markets and sales to distributors. Excluding acquisitions, volume was up 4% in the second quarter and the first six months of the year. Operating profit increased during the second quarter and first six months of 1998 due to higher volume, related lower unit conversion costs and acquisitions. Excluding net gains from investment activities and unusual items, technology segment losses decreased by $547,000 and $1.3 million during the second quarter and first six months of 1998, respectively, due to revenues generated from drug development partnerships at Molecumetics. Liquidity and Capital Resources Tredegar's total assets increased to $443.1 million at June 30, 1998, from $410.9 million at December 31, 1997, due mainly to the impact of the acquisitions in Canada, higher accounts receivable and inventories supporting higher sales and an increase in technology-related investments (see Note 3 on page 5), partially offset by a decrease in cash and cash equivalents (see further discussion below). Total liabilities increased to $161 million at June 30, 1998, from $138.4 million at December 31, 1997, due primarily to the acquisitions and higher accounts payable supporting higher sales, partially offset by lower debt outstanding. Net cash provided by operating activities in excess of capital expenditures and dividends decreased to $15.9 million in the first six months of 1998 from $25.9 million in 1997 due primarily to higher capital expenditures at Film Products and Molecumetics and higher working capital supporting higher sales, partially offset by improved operating results. Higher capital expenditures in Film Products are related to the new facility near Guangzhou, China, capacity expansion in Brazil and machinery and equipment added for the manufacture of new products. The China facility, which produces disposable films 12 for hygiene products marketed in the region, began commercial production in the second quarter of 1998. Film Products is beginning construction of a new production site near Budapest, Hungary, which should be operational in mid-1999. The Hungary facility will produce disposable films for hygiene products marketed in Eastern Europe. Higher capital expenditures at Molecumetics relate to the expansion of its research lab in Bellevue, Washington. The decrease in cash and cash equivalents to $26.6 million at June 30, 1998, from $120.1 million at December 31, 1997, was due to cash used for acquisitions in Canada ($60.5 million, excluding equity issued of $11.2 million), the repurchase of Tredegar common stock ($34.2 million), cash used for technology-related investments ($10.8 million, net of proceeds from the sale of investments), cash used to paydown debt ($5 million) and other net uses ($300,000), partially offset by the $15.9 million of excess cash generated during the first six months of 1998 and proceeds from the exercise of stock options ($1.4 million). Quantitative and Qualitative Disclosures About Market Risk Tredegar has exposure, among others, to the volatility of polyethylene resin prices, aluminum ingot and scrap prices, foreign currencies, emerging markets, interest rates and technology stocks. Changes in resin prices, and the timing thereof, could have a significant impact on profit margins in Film Products; however, such changes are generally followed by a corresponding change in selling prices. Profit margins in Aluminum Extrusions are sensitive to fluctuations in aluminum ingot and scrap prices but are also generally followed by a corresponding change in selling prices; however, there is no assurance that higher ingot costs can be passed along to customers. In the normal course of business, Tredegar enters into fixed-price forward sales contracts with certain customers for the sale of fixed quantities of aluminum extrusions at scheduled intervals. In order to hedge its exposure to aluminum price volatility under these fixed-price arrangements, which generally have a duration of not more than 12 months, the company enters into a combination of forward purchase commitments and futures contracts to acquire aluminum, based on the scheduled deliveries. Tredegar sells to customers in foreign markets through its foreign operations and through export sales from its plants in the U.S. Tredegar estimates that approximately $15.1 million and $14.6 million of its consolidated pretax income for the first six months of 1998 and 1997, respectively, relates to such sales, of which (i) $6.9 million and $9 million, respectively, relates to income generated from sales and costs denominated in, or indexed to, U.S. Dollars (primarily income earned on export sales out of the U.S. to Asia ($3 million and $4.6 million, respectively) and Latin America ($1.9 million in each period)), (ii) $4.7 million and $4.1 million, respectively, relates to income generated from sales and costs primarily denominated in German Marks and Dutch Guilders, (iii) $2 million and $1.5 million, respectively, relates to income generated from sales and costs denominated in the currencies of Brazil and Argentina and (iv) $1.5 million relates to income generated from Canadian operations acquired in 1998 (see Note 8 on page 7). Tredegar's exposure to the relationship between the Canadian Dollar and U.S. Dollar has increased significantly with its recent acquisitions in Canada; however, the company believes that this exposure has been substantially neutralized by U.S. Dollar-based spread (the difference between selling prices and aluminum costs) generated from its Canadian casting operations and sales exported from Canada to 13 the U.S. Generally, Tredegar views the volatility of foreign currencies and emerging markets as part of the overall risk of operating in such environments and, accordingly, adjusts the required rate of return on such investments. At June 30, 1998, Tredegar had cash and cash equivalents of $26.6 million and debt of $25 million. Debt outstanding consisted of a note with interest payable semi-annually at 7.2% per year. Annual principal payments of $5 million are due each June through 2003. Tredegar also has a revolving credit facility that permits borrowings of up to $275 million (no amounts borrowed at June 30, 1998). The facility matures on July 9, 2002. Tredegar has investments in private venture capital fund limited partnerships and early-stage technology companies, including the stock of privately held companies and the restricted and unrestricted stock of companies that have recently registered shares in initial public offerings. Investments in non-public companies are illiquid and the investments in public companies are subject to the volatility of equity markets and technology stocks. Year 2000 Information Technology Issues The century date compliance problem, which is commonly referred to as the "Year 2000" problem, will affect many computers and other electronic devices that are not programmed to properly recognize dates starting with January 1, 2000. This could result in system failures or miscalculations. The potential impact of such failures include, among others, an inability to order raw materials, manufacture products, ship products and be paid for the products on a timely basis. Since 1996, Tredegar has been actively planning and responding to the Year 2000 problem. Year 2000 reviews have and will continue to be made to Tredegar's Executive Committee and senior management. Periodic reviews with the Board of Directors will begin in August 1998. Tredegar's Year 2000 compliance efforts are focused on internal computer-based information systems, external electronic interfaces and communication equipment, shop floor machines and other manufacturing and research process control devices. Remediation of systems requiring changes should be completed by the end of 1998, except for revisions to a small portion of certain software programs and the replacement of certain software for the four aluminum extrusion plants recently acquired in Canada (see Note 8 on page 7). Remediation efforts for exceptions will extend into 1999. Testing of systems began in mid-1998 and will continue through 1999. Tredegar does not believe contingency plans are necessary for internal systems at this time. The company is also actively evaluating the Year 2000 capabilities of parties with whom Tredegar has key business relationships (suppliers, customers and banks, for example). Contingency plans will be developed for these relationships as needed. Work to fix the Year 2000 problem is being performed largely by internal personnel, and the incremental costs associated with correcting the problem are not expected to have a material adverse effect on the company's operating results or financial condition. While Tredegar believes that it is taking the necessary steps to resolve its Year 2000 issues in a timely manner, there can be no assurance that there will be no Year 2000 problems. If any such problems occur, Tredegar will work to solve them as quickly as possible. At present, Tredegar does not expect that any such problems will have a material adverse effect on its business. The 14 failure, however, of a major customer or supplier to be Year 2000 compliant could have a material adverse effect on Tredegar. New Accounting Standards The Financial Accounting Standards Board has issued new standards affecting the accounting for derivative instruments and hedging activities and disclosures of information about business segments, pensions and other postretirement benefits. These standards are not expected to significantly change Tredegar's operating results, financial condition or disclosures when adopted. Each of the new standards will be adopted in the fourth quarter of 1998, except for the derivatives and hedging standard which will be adopted in the first quarter of 2000. 15 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. Tredegar's Annual Meeting of Shareholders was held on May 20, 1998. The following sets forth the vote results (adjusted for the three-for-one stock split payable on July 1, 1998, to shareholders of record on June 15, 1998) with respect to each of the matters voted upon at the meeting: (a) Election of Directors No. of No. of Votes Nominee Votes "For" "Withheld" ------- ----------- ---------- John D. Gottwald 32,595,162 81,720 Andre B. Lacy 32,563,842 113,040 Emmett J. Rice 32,537,979 138,903 Thomas G. Slater, Jr. 32,521,608 155,274 There were no broker non-votes with respect to the election of directors. (b) Approval of Auditors Approval of the designation of PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.) as the auditors for Tredegar for 1998: No. of Votes No. of Votes No. of "For" "Against" Abstentions 32,693,289 188,184 65,409 There were no broker non-votes with respect to the approval of auditors. (c) Approval of Directors' Stock Plan No. of Votes No. of Votes No. of "For" "Against" Abstentions 28,646,178 4,001,664 299,040 There were no broker non-votes with respect to the approval of the Directors' Stock Plan. 16 Item 6. Exhibits and Reports on Form 8-K. (a) Exhibit No. 3.1 Articles of Amendment 3.2 Amended By-laws 27 Financial Data Schedule (b) Reports on Form 8-K. Registrant filed a Form 8-K on June 23, 1998, with respect to the acquisition of Exal Aluminum Inc. (see further information regarding this acquisition in Note 8 on page 7). Pro forma financial information with respect to the acquisition required by Item 7 of Form 8-K will be filed not later than August 21, 1998 (60 days from the date the Current Report on Form 8-K was required to be filed). 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Tredegar Industries, Inc. (Registrant) Date: August 12, 1998 /s/ N. A. Scher -------------------- --------------------------------------- Norman A. Scher Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: August 12, 1998 /s/ D. Andrew Edwards -------------------- --------------------------------------- D. Andrew Edwards Corporate Controller and Treasurer (Principal Accounting Officer) 18 EXHIBIT INDEX Exhibit No. Description 3.1 Articles of Amendment 3.2 Amended By-laws 27 Financial Data Schedule 19
                              ARTICLES OF AMENDMENT

                                       OF

                            TREDEGAR INDUSTRIES, INC.

                                       I.

         The name of the Corporation is Tredegar Industries, Inc.

                                       II.

         The Amendments adopted are:

         A.   Article III of the Corporation's  Amended and Restated Articles of
              Incorporation shall be amended to read as follows:

                  The  Corporation  shall have  authority  to issue  150,000,000
                  shares of  Common  Stock and  10,000,000  shares of  Preferred
                  Stock.

         B.   At the effective time of the Certificate of Amendment to be issued
              by the State  Corporation  Commission,  each  issued and  unissued
              authorized  share of Common Stock shall be changed to three shares
              of Common Stock.

                                      III.

         The foregoing  amendments were duly adopted by the Corporation's  Board
         of Directors on May 20, 1998. No  shareholder  action was required with
         respect to the adoption of the amendments.

                                       IV.

         There are no shares of any class of the Corporation's stock outstanding
         other than Common Stock.

                                       V.

         The  Certificate of Amendment with respect to the foregoing  amendments
         shall become effective at 11:59 p.m. on June 30, 1998.


         The  undersigned  Secretary  declares  that the facts herein stated are
true as of June 25, 1998.




                                                  /s/ Nancy M. Taylor
                                             -----------------------------------
                                              Nancy M. Taylor, Secretary
================================================================================


                            TREDEGAR INDUSTRIES, INC.

                                 AMENDED BY-LAWS

                     As amended and in effect on May 20, 1998



================================================================================




                            TREDEGAR INDUSTRIES, INC.

                                 AMENDED BY-LAWS

                                    ARTICLE I

                             Meeting of Shareholders


         Section 1. Places of Meetings.  All meetings of the shareholders  shall
be held at such place,  either within or without the State of Virginia,  as may,
from time to time, be fixed by the Board of Directors.

         Section 2. Annual Meetings. The annual meeting of the shareholders, for
the election of directors  and  transaction  of such other  business as may come
before the meeting,  shall be held in each year on the fourth  Wednesday in May,
at 2:00 p.m.,  Richmond,  Virginia time, or on such other date and at such other
time as the Board of Directors of the  Corporation  may  designate  from time to
time.

         Section 3. Special  Meetings.  Special meetings of shareholders for any
purpose  or  purposes  may  be  called  at any  time  by  the  President  of the
Corporation, or by a majority of the Board of Directors. At a special meeting no
business shall be transacted  and no corporate  action shall be taken other than
that stated in the notice of the meeting.

         Section 4. Notice of  Meetings.  Except as  otherwise  required by law,
written or printed  notice  stating the place,  day and hour of every meeting of
the shareholders and, in case of a special meeting,  the purpose or purposes for
which the  meeting  is  called,  shall be mailed not less than ten nor more than
sixty days before the date of the meeting to each shareholder of record entitled
to vote at such  meeting,  at his address  which  appears in the share  transfer
books  of the  Corporation.  Meetings  may be  held  without  notice  if all the
shareholders  entitled  to vote at the meeting are present in person or by proxy
or if notice is waived in writing by those not present,  either  before or after
the meeting.

         Section 5.  Quorum.  Except as  otherwise  required by the  Articles of
Incorporation,  any number of shareholders  together holding at least a majority
of the outstanding  shares of capital stock entitled to vote with respect to the
business  to be  transacted,  who shall be present in person or  represented  by
proxy at any meeting duly called,  shall constitute a quorum for the transaction
of business.  If less than a quorum shall be in attendance at the time for which
a meeting shall have been called, the meeting may be adjourned from time to time
by a majority of the shareholders present or represented by proxy without notice
other than by announcement at the meeting.

         Section 6. Voting.  At any meeting of the shareholders each shareholder
of a class  entitled to vote on the matters coming before the meeting shall have
one vote, in person or by proxy, for each share of capital stock standing in his
or her name on the books of the  Corporation  at the time of such  meeting or on
any date fixed by the Board of  Directors  not more than seventy (70) days prior
to the  meeting.  Every  proxy  shall be in  writing,  dated  and  signed by the
shareholder entitled to vote or his duly authorized attorney-in-fact.

         Section 7. Voting List. The officer or agent having charge of the stock
transfer books for shares of the Corporation  shall make, at least ten (10) days
before  each  meeting  of  shareholders,  a  complete  list of the  shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number of shares held by each.  Such list, for a period of ten (10) days
prior to such  meeting,  shall be kept on file at the  registered  office of the
Corporation  or at its  principal  place of  business  or at the  office  of its
transfer  agent  or  registrar  and  shall  be  subject  to  inspection  by  any
shareholder  at any time during usual  business  hours.  Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder  during the whole time of the meeting.  The
original  stock  transfer  books shall be prima facie evidence as to who are the
shareholders  entitled to examine such list or transfer  books or to vote at any
meeting of  shareholders.  If the  requirements  of this  section  have not been
substantially complied with, the meeting shall, on the demand of any shareholder
in person or by proxy, be adjourned until the requirements are complied with.

         Section 8.  Shareholder  Proposals.  To be properly  brought  before an
annual meeting of shareholders,  business must be (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors,  (ii)  otherwise  properly  brought  before the  meeting by or at the
direction of the Board of Directors,  or (iii) otherwise properly brought before
the meeting by a shareholder.  In addition to any other applicable requirements,
for business to be properly  brought  before an annual meeting by a shareholder,
the  shareholder  must have  given  timely  notice  thereof  in  writing  to the
Secretary  of the  Corporation.  To be timely,  a  shareholder's  notice must be
given, either by personal delivery or by United States mail, postage prepaid, to
the Secretary of the  Corporation  not later than ninety (90) days in advance of
the annual meeting.  A shareholder's  notice to the Secretary shall set forth as
to each matter the shareholder proposes to bring before the annual meeting (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
conducting such business at the annual meeting, (ii) the name and record address
of the shareholder proposing such business, (iii) the class and number of shares
of the Corporation that are beneficially owned by the shareholder,  and (iv) any
material interest of the shareholder in such business.

         In the event that a shareholder  attempts to bring  business  before an
annual  meeting  without  complying  with the  provisions of this Section 8, the
Chairman of the meeting  shall  declare to the meeting that the business was not
properly brought before the meeting in accordance with the foregoing procedures,
and such business shall not be transacted.

         No  business  shall  be  conducted  at the  annual  meeting  except  in
accordance  with the procedures set forth in this Section 8, provided,  however,
that  nothing in this  Section 8 shall be deemed to preclude  discussion  by any
shareholder of any business properly brought before the annual meeting.

         Section 9.  Inspectors.  An  appropriate  number of inspectors  for any
meeting of  shareholders  may be  appointed  by the  Chairman  of such  meeting.
Inspectors  so  appointed  will open and close the polls,  will receive and take
charge  of  proxies  and  ballots,  and  will  decide  all  questions  as to the
qualifications  of voters,  validity of proxies and  ballots,  and the number of
votes properly cast.

                                   ARTICLE II
                                    Directors

         Section 1. General  Powers.  The property,  affairs and business of the
Corporation shall be managed under the direction of the Board of Directors,  and
except as otherwise  expressly provided by law, the Articles of Incorporation or
these  By-laws,  all of the  powers of the  Corporation  shall be vested in such
Board.

         Section 2.  Number of Directors. The Board of Directors shall be eleven
(11) in number.

         Section 3.  Election of Directors.

                  (a)  Directors  shall be  elected  at the  annual  meeting  of
shareholders to succeed those Directors whose terms have expired and to fill any
vacancies thus existing.

                  (b) Directors  shall hold their offices for terms as set forth
in the Articles of  Incorporation  and until their  successors are elected.  Any
director   may  be  removed  from  office  as  set  forth  in  the  Articles  of
Incorporation.

                  (c) Any vacancy  occurring  in the Board of  Directors  may be
filled by the affirmative vote of the majority of the remaining directors though
less than a quorum of the Board of Directors.

                  (d) A  majority  of the  number  of  directors  fixed by these
By-laws shall constitute a quorum for the transaction of business.  The act of a
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the act of the Board of Directors.

         Section 4.  Meetings of  Directors.  Meetings of the Board of Directors
shall be held at places  within or without  the State of  Virginia  and at times
fixed  by  resolution  of the  Board,  or upon  call of the  President,  and the
Secretary or officer  performing the Secretary's duties shall give not less than
twenty-four (24) hours' notice by letter,  telegraph or telephone (or in person)
of all  meetings  of the  directors,  provided  that notice need not be given of
regular  meetings held at times and places fixed by resolution of the Board.  An
annual  meeting of the Board of Directors  shall be held as soon as  practicable
after the  adjournment  of the annual meeting of  shareholders.  Meetings may be
held at any time without notice if all of the Directors are present, or if those
not  present  waive  notice in  writing  either  before  or after  the  meeting.
Directors  may be allowed,  by  resolution  of the Board,  a reasonable  fee and
expenses for attendance at meetings.

         Section 5.  Nominations.  Subject to the rights of holders of any class
or series of stock having a preference  over the common stock as to dividends or
upon liquidation, nominations for the election of Directors shall be made by the
Board of Directors or a committee  appointed by the Board of Directors or by any
shareholder  entitled to vote in the election of Directors  generally.  However,
any  shareholder  entitled to vote in the  election of Directors  generally  may
nominate  one or more  persons for  election as  Directors  at a meeting only if
written  notice  of  such  shareholder's  intent  to  make  such  nomination  or
nominations  has been  given,  either by personal  delivery or by United  States
mail,  postage  prepaid,  to the Secretary of the Corporation not later than (i)
with  respect to an  election to be held at an annual  meeting of  shareholders,
ninety  (90)  days in  advance  of 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 first given to  shareholders.  Each notice  shall set
forth:  (a) the name and  address  of the  shareholder  who  intends to make the
nomination  and of the person or persons to be nominated;  (b) a  representation
that the shareholder is a holder of record of stock of the Corporation  entitled
to vote at such  meeting  and  intends  to  appear  in person or by proxy at the
meeting to  nominate  the  person or  persons  specified  in the  notice;  (c) a
description of all  arrangements or  understandings  between the shareholder and
each  nominee and any other  person or persons  (naming  such person or persons)
pursuant  to  which  the  nomination  or  nominations  are  to be  made  by  the
shareholder;  (d) such other information regarding each nominee proposed by such
shareholder  as would be  required to be  included  in a proxy  statement  filed
pursuant to the proxy rules of the Securities and Exchange  Commission,  had the
nominee been nominated,  or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a Director of the Corporation if
so elected. The Chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.

                                   ARTICLE III
                                   Committees

         Section 1. Executive  Committee.  The Board of Directors shall, by vote
of a majority of the number of directors  fixed by these  By-laws,  designate an
Executive  Committee which shall consist of three or more  directors,  including
the President.  The members of the Executive  Committee  shall serve until their
successors are designated by the Board of Directors,  until removed or until the
Executive Committee is dissolved by the Board of Directors.  All vacancies which
may occur in the Executive Committee shall be filled by the Board of Directors.

         When the Board of Directors is not in session,  the Executive Committee
shall have all power  vested in the Board of  Directors  by law, the Articles of
Incorporation  or these  By-laws,  except as otherwise  provided in the Virginia
Stock Corporation Act and except that the Executive Committee shall not have the
power to elect the President of the Corporation.  The Executive  Committee shall
report at the next  regular or special  meeting  of the Board of  Directors  all
action which the Executive Committee may have taken on behalf of the Board since
the last regular or special meeting of the Board of Directors.

         Meetings of the Executive Committee shall be held at such places and at
such times fixed by resolution of the Committee,  or upon call of the President.
Not less than twelve (12) hours'  notice shall be given by letter,  telegraph or
telephone  (or in person) of all meetings of the Executive  Committee,  provided
that notice need not be given of regular meetings held at times and places fixed
by resolution of the Committee and that meetings may be held at any time without
notice  if all of the  members  of the  Committee  are  present  or if those not
present waive notice in writing  either before or after the meeting.  A majority
of the members of the Executive Committee then serving shall constitute a quorum
for the transaction of business at any meeting.

         Section 2. Executive Compensation Committee. The Board of Directors, at
its regular annual meeting,  shall designate an Executive Compensation Committee
which shall  consist of three or more  directors  who shall not be eligible  for
bonus, stock option or stock appreciation rights. In addition,  the Board at any
time may designate one or more alternate  members of such Committee who shall be
directors not eligible for bonus, stock option or stock appreciation  rights who
may act in place of any absent regular member upon invitation by the Chairman or
Secretary of the Committee.

         With respect to bonuses,  the Executive  Compensation  Committee  shall
have and may exercise the powers to determine the amounts annually available for
bonuses  pursuant  to any  bonus  plan or  formula  approved  by the  Board,  to
determine bonus awards to executive officers and to exercise such further powers
with  respect to bonuses as may from time to time be  conferred  by the Board of
Directors.

         With respect to salaries,  the Executive  Compensation  Committee shall
have and may  exercise  the  power to fix and  determine  from  time to time all
salaries of the executive  officers of the Corporation,  and such further powers
with  respect to salaries as may from time to time be  conferred by the Board of
Directors.

         The Executive Compensation Committee shall administer the Corporation's
Incentive  Stock  Option  Plan  (the  Plan)  and from  time to time  may  grant,
consistent with the Plan, stock options and stock appreciation rights.

         Vacancies in the Executive  Compensation  Committee  shall be filled by
the Board of Directors,  and members shall be subject to removal by the Board at
any time.

         The  Executive  Compensation  Committee  shall  fix  its own  rules  of
procedure.  A majority  of the  number of regular  members  then  serving  shall
constitute a quorum;  and regular and alternate members present shall be counted
to determine  whether there is a quorum.  The Executive  Compensation  Committee
shall keep minutes of its meetings, and all action taken by it shall be reported
to the Board of Directors.

         Section 3.  Audit  Committee.  The Board of  Directors  at its  regular
annual meeting shall  designate an Audit  Committee which shall consist of three
or more directors whose  membership on the Committee shall meet the requirements
set forth in the rules of the New York Stock  Exchange,  as amended from time to
time.  Vacancies in the Committee shall be filled by the Board of Directors with
directors  meeting the  requirements  set forth above,  giving  consideration to
continuity  of the  Committee,  and  members  shall be subject to removal by the
Board at any time.  The  Committee  shall fix its own rules of  procedure  and a
majority of the members serving shall  constitute a quorum.  The Committee shall
meet at least twice a year with both the internal and the Corporation's  outside
auditors  present at each meeting and shall keep minutes of its meetings and all
action taken shall be reported to the Board of Directors.  The  Committee  shall
review the  reports  and minutes of any audit  committees  of the  Corporation's
subsidiaries.  The Committee shall review the Corporation's  financial reporting
process,  including  accounting  policies and  procedures.  The Committee  shall
examine the report of the Corporation's outside auditors, consult with them with
respect to their report and the  standards  and  procedures  employed by them in
their  audit,  report to the Board the  results of its study and  recommend  the
selection of auditors for each fiscal year.

         Section 4. Nominating Committee. The Board of Directors shall designate
a  Nominating  Committee  which shall  consist of three or more  directors.  The
Committee  shall  make  recommendations  to the  Board  regarding  nominees  for
election as directors by the shareholders at each Annual  Shareholders'  Meeting
and  make  such  other  recommendations  regarding  tenure,  classification  and
compensation of directors as the Committee may deem advisable from time to time.
The Committee shall fix its own rules of procedure and a majority of the members
serving shall constitute a quorum.

         Section  5.  Other  Committees  of Board.  The Board of  Directors,  by
resolution duly adopted, may establish such other committees of the Board having
limited  authority in the management of the affairs of the Corporation as it may
deem advisable and the members,  terms and authority of such committees shall be
as set forth in the resolutions establishing the same.

         Section  6.  Advisory  Committees  to  President.   The  President  may
establish such advisory committees as he may deem advisable to assist him in the
administration  and  management  of  the  business  of  the  Corporation;   such
committees  shall consist of officers,  employees or consultants to be appointed
by the President  who shall serve for such terms and have such  authority as may
be designated by the President.

                                   ARTICLE IV
                                    Officers

         Section 1. Election. The officers of the Corporation shall consist of a
President, a Vice Chairman of the Board, one or more Vice Presidents (any one or
more of whom may be  designated  as  Executive  Vice  Presidents  or Senior Vice
Presidents),  a Secretary and a Treasurer.  In addition,  such other officers as
are  provided  in Section 3 of this  Article may from time to time be elected by
the Board of  Directors.  All  officers  shall hold office until the next annual
meeting of the Board of Directors  or until their  successors  are elected.  The
President  shall be chosen from among the  directors.  Any two  officers  may be
combined in the same person as the Board of Directors may determine, except that
the President and Secretary may not be the same person.

         Section  2.  Removal  of  Officers;   Vacancies.  Any  officer  of  the
Corporation  may be removed  summarily with or without  cause,  at any time by a
resolution passed at any meeting by affirmative vote of a majority of the number
of directors  fixed by these By-laws.  Vacancies may be filled at any meeting of
the Board of Directors.

         Section  3. Other  Officers.  Other  officers  may from time to time be
elected by the  Board,  including,  without  limitation,  one or more  Assistant
Secretaries and Assistant Treasurers,  and one or more Divisional Presidents and
Divisional  Vice  Presidents  (any  one or  more of whom  may be  designated  as
Divisional Executive Vice Presidents or Divisional Senior Vice Presidents).

         Section 4.  Duties.  The  officers of the  Corporation  shall have such
duties as  generally  pertain to their  offices,  respectively,  as well as such
powers and duties as are hereinafter  provided and as from time to time shall be
conferred  by the Board of  Directors.  The Board of  Directors  may require any
officer  to give such bond for the  faithful  performance  of his  duties as the
Board may see fit.

         Section 5. Duties of the  President.  The President  shall be the chief
executive  and  administrative  officer of the  Corporation,  shall serve as the
Chairman of the Board of Directors and the Chairman of the  Executive  Committee
and shall have direct  supervision  over the business of the Corporation and its
several officers, subject to the Board of Directors. The President shall preside
at all meetings of  shareholders  and the Board of Directors.  The President may
sign  and  execute  in the  name of the  Corporation  deeds,  mortgages,  bonds,
contracts  or other  instruments,  except  in cases  where the  signing  and the
execution  thereof shall be expressly  delegated by the Board of Directors or by
these  By-laws to some other  officer  or agent of the  Corporation  or shall be
required by law  otherwise  to be signed or  executed.  He may appoint  advisory
committees  as  provided  in Section 6 of Article  III.  In  addition,  he shall
perform all duties incident to the office of the President and such other duties
as from time to time may be assigned to him by the Board of Directors.

         Section 6. Duties of Vice Chairman. In the absence or incapacity of the
President,  the Vice  Chairman  shall  perform the duties of the Chairman of the
Board, shall have the same authority,  including,  but not limited to, presiding
at all meetings of the Board of Directors  and the  Corporation's  shareholders,
and  shall  serve as a  member  of all  committees  of the  Board  of which  the
President is a member. In addition, the Vice Chairman of the Board shall perform
all  duties  as  from  time to  time  may be  assigned  to him by the  Board  of
Directors.

         Section 7. Duties of the Vice  Presidents.  Each Vice  President of the
Corporation  (including any Executive Vice President and Senior Vice  President)
shall have  powers and duties as may from time to time be assigned to him by the
Board of  Directors  or the  President.  When there  shall be more than one Vice
President  of the  Corporation,  the  Board of  Directors  may from time to time
designate  one of them to perform the duties of the  President in the absence of
the  President,  except that the Vice  Chairman  of the Board shall  perform the
President's duties as Chairman of the Board and as a member of all committees of
the  Board of which  the  President  is a  member.  Any  Vice  President  of the
Corporation  may  sign  and  execute  in  the  name  of the  Corporation  deeds,
mortgages,  bonds,  contracts and other  instruments,  except in cases where the
signing and  execution  thereof  shall be  expressly  delegated  by the Board of
Directors or by these By-laws to some other officer or agent of the  Corporation
or shall be required by law otherwise to be signed or executed.

         Section 8. Duties of the Treasurer. The Treasurer shall have charge and
custody of and be responsible  for all funds and securities of the  Corporation,
and shall cause all such funds and  securities to be deposited in such banks and
depositories  as the Board of Directors  from time to time may direct.  He shall
maintain  adequate   accounts  and  records  of  all  assets,   liabilities  and
transactions of the Corporation in accordance with generally accepted accounting
practices; shall exhibit his accounts and records to any of the directors of the
Corporation  at any time upon  request at the office of the  Corporation;  shall
render such statements of his accounts and records and such other  statements to
the Board of  Directors  and  officers as often and in such manner as they shall
require; and shall make and file (or supervise the making and filing of) all tax
returns  required by law. He shall in general perform all duties incident to the
office of  Treasurer  and such other duties as from time to time may be assigned
to him by the Board of Directors or the President.

         Section  9.  Duties  of  the  Secretary.  The  Secretary  shall  act as
secretary of all meetings of the Board of Directors, the Executive Committee and
all other Committees of the Board, and the shareholders of the Corporation,  and
shall keep the minutes  thereof in the proper  book or books to be provided  for
that  purpose.  He  shall  see  that  all  notices  required  to be given by the
Corporation  are duly given and  served;  shall have  custody of the seal of the
Corporation  and  shall  affix  the  seal  or  cause  it to be  affixed  to  all
certificates  for stock of the Corporation and to all documents the execution of
which on behalf of the  Corporation  under its corporate seal is duly authorized
in accordance  with the provisions of these  By-laws;  shall have custody of all
deeds,  leases,  contracts and other important corporate  documents;  shall have
charge of the books,  records  and  papers of the  Corporation  relating  to its
organization  and  management  as a  Corporation;  shall  see that the  reports,
statements and other documents required by law (except tax returns) are properly
filed;  and shall, in general,  perform all the duties incident to the office of
Secretary  and such other  duties as from time to time may be assigned to him by
the Board of Directors or the President.

         Section 10. Other Duties of  Officers.  Any officer of the  Corporation
shall have,  in addition to the duties  prescribed  herein or by law, such other
duties as from time to time shall be prescribed by the Board of Directors or the
President.

         Section 11. Duties of Divisional  Officers.  Divisional  Presidents and
Divisional  Vice  Presidents  shall be deemed to be officers of the  Corporation
whose duties and  authority  shall relate only to the Division by which they are
employed,  and they may sign and execute in the name of the  Corporation  deeds,
mortgages,  bonds,  contracts and other instruments authorized by the Board that
relate only to the business and  properties of such Division.  Other  divisional
officers may be designated from time to time by the Board of Directors and shall
serve at the  pleasure  of the Board and have such  duties as may be assigned by
the Board and such officers  shall be officers of the  respective  divisions but
shall not be deemed to be officers of the Corporation.

                                    ARTICLE V
                                  Capital Stock

         Section 1. Certificates. The shares of capital stock of the Corporation
shall be evidenced by certificates in forms prescribed by the Board of Directors
and executed in any manner  permitted by law and stating thereon the information
required by law.  Transfer  agents and/or  registrars for one or more classes of
the stock of the  Corporation may be appointed by the Board of Directors and may
be  required to  countersign  certificates  representing  stock of such class or
classes.  In the event that any officer  whose  signature or  facsimile  thereof
shall have been used on a stock  certificate shall for any reason cease to be an
officer  of the  Corporation  and such  certificate  shall  not then  have  been
delivered by the Corporation, the Board of Directors may nevertheless adopt such
certificate  and it may then be issued and  delivered  as though such person had
not ceased to be an officer of the Corporation.

         Section 2. Lost, Destroyed and Mutilated  Certificates.  Holders of the
stock of the Corporation shall  immediately  notify the Corporation of any loss,
destruction  or  mutilation  of the  certificate  therefor,  and  the  Board  of
Directors may, in its  discretion,  cause one or more new  certificates  for the
same number of shares in the aggregate to be issued to such stockholder upon the
surrender of the mutilated  certificate or upon satisfactory  proof of such loss
or destruction,  and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.

         Section 3.  Transfer of Stock.  The stock of the  Corporation  shall be
transferable  or assignable  only on the books of the Corporation by the holders
in person or by attorney on  surrender of the  certificate  for such shares duly
endorsed and, if sought to be transferred by attorney,  accompanied by a written
power of attorney to have the same  transferred on the books of the Corporation.
The Corporation  will recognize the exclusive right of the person  registered on
its books as the owner of shares to receive dividends and to vote as such owner.

         Section  4.  Fixing  Record  Date.   For  the  purpose  of  determining
shareholders entitled to notice of or to vote at any meeting of the shareholders
or any adjournment thereof, or entitled to receive payment for any dividend,  or
in order to make a determination  of shareholders  for any other proper purpose,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70)  days  prior to the date on which the  particular  action,  requiring  such
determination  of  shareholders,  is to be taken. If no record date is fixed for
the determination of shareholders  entitled to notice of or to vote at a meeting
of shareholders,  or shareholders entitled to receive payment of a dividend, the
date on  which  notice  of the  meeting  is  mailed  or the  date on  which  the
resolution of the Board of Directors  declaring such dividend is adopted, as the
case may be, shall be the record date for such  determination  of  shareholders.
When a  determination  of  shareholders  entitled  to  vote  at any  meeting  of
shareholders has been made as provided in this section such determination  shall
apply to any adjournment thereof.

                                   ARTICLE VI
                            Miscellaneous Provisions

         Section  1.  Seal.  The  seal of the  Corporation  shall  consist  of a
flat-face  circular  die, of which there may be any number of  counterparts,  on
which  there shall be  engraved  in the center the words  "Tredegar  Industries,
Inc."

         Section 2. Fiscal Year. The fiscal year of the Corporation shall end on
December 31st of each year, and shall consist of such accounting  periods as may
be recommended by the Treasurer and approved by the Executive Committee.

         Section 3. Books and Records.  The  Corporation  shall keep correct and
complete books and records of account and shall keep minutes of the  proceedings
of its  shareholders  and Board of Directors;  and shall keep at its  registered
office or principal place of business, or at the office of its transfer agent or
registrar a record of its  shareholders,  giving the names and  addresses of all
shareholders, and the number, class and series of the shares being held.

         Any person who shall have been a shareholder of record for at least six
months immediately  preceding his demand or who shall be the holder of record of
at least five percent  (5%) of all the  outstanding  shares of the  Corporation,
upon  written  demand  stating  the  purpose  thereof,  shall  have the right to
examine, in person, or by agent or attorney at any reasonable time or times, for
any proper  purpose,  its books and records of  account,  minutes and records of
shareholders  and to make  extracts  therefrom.  Upon the  written  request of a
shareholder,  the  Corporation  shall mail to such  shareholder  its most recent
published  financial  statements  showing  in  reasonable  detail its assets and
liabilities and the results of its operations.

         The  Board  of  Directors  shall,  subject  to  the  provisions  of the
foregoing paragraph of this section, to the provisions of Section 7 of Article I
and to the laws of the State of Virginia,  have the power to determine from time
to time whether and to what extent and under what conditions and limitations the
accounts, records and books of the Corporation, or any of them, shall be open to
the inspection of the shareholders.

         Section 4. Checks,  Notes and Drafts.  Checks,  notes, drafts and other
orders for the payment of money shall be signed by such  persons as the Board of
Directors  from  time to time may  authorize.  When the  Board of  Directors  so
authorizes, however, the signature of any such person may be a facsimile.

         Section  5.  Amendment  of  By-Laws.  These  By-laws  may be amended or
altered  at any  meeting  of the Board of  Directors  by  affirmative  vote of a
majority of the number of directors  fixed by these  By-laws.  The  shareholders
entitled to vote in respect of the election of  directors,  however,  shall have
the power to rescind,  alter,  amend or repeal any By-laws and to enact  By-laws
which, if expressly so provided, may not be amended,  altered or repealed by the
Board of Directors.

         Section  6.  Voting  of  Stock  Held.  Unless  otherwise   provided  by
resolution  of the  Board  of  Directors  or of  the  Executive  Committee,  the
President or any  Executive  Vice  President  shall from time to time appoint an
attorney or attorneys or agent or agents of this Corporation, in the name and on
behalf of this  Corporation,  to cast the vote  which  this  Corporation  may be
entitled to cast as a shareholder or otherwise in any other corporation,  any of
whose stock or securities  may be held in this  Corporation,  at meetings of the
holders  of the  stock or other  securities  of such  other  corporation,  or to
consent in writing  to any  action by any of such other  corporation,  and shall
instruct  the person or persons so  appointed  as to the manner of casting  such
votes or giving  such  consent and may execute or cause to be executed on behalf
of this  Corporation  and under its corporate  seal or  otherwise,  such written
proxies, consents, waivers or other instruments as may be necessary or proper in
the premises;  or, in lieu of such  appointment,  the President or any Executive
Vice  President  may attend in person any  meetings  of the  holders of stock or
other securities of any such other corporation and there vote or exercise any or
all power of this Corporation as the holder of such stock or other securities of
such other corporation.

         Section 7. Restriction on Transfer. To the extent that any provision of
the Rights  Agreement  between the Corporation and Sovran Bank,  N.A., as Rights
Agent,  dated as of June 15, 1989, is deemed to constitute a restriction  on the
transfer of any securities of the Corporation,  including,  without  limitation,
the Rights,  as defined therein,  such  restriction is hereby  authorized by the
By-laws of the Corporation.

         Section 8.  Control  Share  Acquisition  Statute.  Article  14.1 of the
Virginia Stock Corporation Act ("Control Share Acquisitions") shall not apply to
acquisitions of shares of stock of the Corporation.
 


5 THE SCHEDULE CONTAINS UNAUDITED SUMMARY FINANCIAL INFORMATION FOR TREDEGAR INDUSTRIES, INC. AND SUBSIDIARIES EXTRACTED FROM THE BALANCE SHEET FOR THE PERIOD ENDED JUNE 30, 1998 AND THE STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1998 JUN-30-1998 26,573 0 98,391 3,070 34,991 170,200 342,306 192,186 443,138 91,814 25,000 0 0 93,778 188,344 443,138 326,606 329,907 257,571 257,571 25,114 44 686 46,492 14,035 32,457 0 0 0 32,457 .90 .84