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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 30, 1999
Tredegar Corporation
(Exact Name of Registrant as Specified in Charter)
Virginia 1-10258 54-1497771
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification no.)
1100 Boulders Parkway, Richmond, Virginia 23225
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (804) 330-1000
Tredegar Industries, Inc.
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On May 20, 1999, the Board of Directors of Tredegar Corporation, a
corporation organized under the laws of Virginia (the "Company"), approved a
Rights Agreement, dated as of and to be effective as of June 30, 1999 (the
"Rights Agreement"), between the Company and American Stock Transfer & Trust
Company, as Rights Agent, having the principal terms summarized below. In
accordance with the Rights Agreement, the Board also declared a dividend
distribution of one right ("Right") for each outstanding share of common stock
of the Company (the "Common Stock") to shareholders of record at the close of
business on June 18, 1999 (the "Record Date").
Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of the Company's Series A Participating Cumulative
Preferred Stock ("Preferred Stock"). Each one one-hundredth of a share (a
"Unit") of Preferred Stock is structured to be the equivalent of one share of
Common Stock of the Company ("Common Stock"). Shareholders will receive one
Right per share of Common Stock held of record at the close of business on the
Record Date. The exercise price of the Right will be $150 subject to adjustment
(the "Purchase Price").
Rights will also attach to shares of Common Stock issued after the
Record Date but prior to the Distribution Date (as defined below) unless the
Board of Directors determines otherwise at the time of issuance. The description
and terms of the Rights are set forth in the Rights Agreement.
The Rights will be appurtenant to the shares of Common Stock and will
be evidenced by Common Stock certificates, and no separate certificates
evidencing the Rights (the "Rights Certificates") will be distributed initially.
The Rights will separate from the Common Stock and a distribution of the Rights
Certificates will occur (the "Distribution Date") upon the earlier of (i) 10
business days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 10% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10
business days following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially becoming an Acquiring
Person. Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) any Common Stock certificates issued after June 30,
1999, will contain a legend incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificates.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on June 30, 2009, unless earlier redeemed or
exchanged by the Company as described below. As soon as practicable after the
Distribution Date, Rights Certificates will be mailed to holders of record of
the Common Stock as of the close of business on the Distribution Date, and
thereafter such separate Rights Certificates alone will represent the Rights.
While each Right will initially provide for the acquisition of one Unit
of Preferred Stock at the Purchase Price, the Agreement provides that if any
person becomes an Acquiring Person, proper provision shall be made so that each
holder of a Right (except as set forth below) will thereafter have the right to
receive, upon exercise and payment of the Purchase Price, Preferred Stock or, at
the option of the Company, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to twice the
amount of the Purchase Price.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger, statutory share exchange, or other
business combination in which the Company is not the surviving corporation, or
(ii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except as set forth below) shall thereafter
have the right to receive, upon exercise and payment of the Purchase Price,
common stock of the acquiring company having a value equal to twice the Purchase
Price. The events set forth in this paragraph and in the immediately preceding
paragraph are referred to as the "Triggering Events."
Upon the occurrence of a Triggering Event that entitles Rights holders
to purchase securities or assets of the Company, Rights that are or were owned
by the Acquiring Person, or any affiliate or associate of such Acquiring Person,
on or after such Acquiring Person's Stock Acquisition Date shall be null and
void and shall not thereafter be exercised by any person (including subsequent
transferees). Upon the occurrence of a Triggering Event that entitles Rights
holders to purchase common stock of a third party, or upon the authorization of
an Exchange (as defined below), Rights that are or were owned by any Acquiring
Person or any affiliate or associate of any Acquiring Person on or after such
Acquiring Person's Stock Acquisition Date shall be null and void and shall not
thereafter be exercised by any person (including subsequent transferees).
The Purchase Price payable, and the number of shares of Preferred
Stock, Common Stock or other securities or property issuable upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution.
At any time (including a time after any person becomes an Acquiring
Person), the Company may exchange all or part of the Rights (except as set forth
below) for shares of Common Stock (an "Exchange") at an exchange ratio of one
share per Right, as appropriately adjusted to reflect any stock split or similar
transaction.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). Under certain circumstances set forth in the
Rights Agreement, the decision to make an Exchange or to redeem the Rights shall
require the concurrence of a majority of the Continuing Directors (as defined
below). Additionally, the Company may thereafter but prior to the occurrence of
a Triggering Event redeem the Rights in whole, but not in part, at the
Redemption Price provided that such redemption is incidental to a merger or
other business combination transaction involving the Company that is approved by
a majority of the Continuing Directors, does not involve an Acquiring Person,
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and in which all holders of Common Stock are treated alike. After the redemption
period has expired, the Company's right of redemption may be reinstated if an
Acquiring Person reduces his beneficial ownership to less than 10% of the
outstanding shares of Common Stock in a transaction or series of transactions
not involving the Company. Immediately upon the action of the Board ordering
redemption of the Rights, with, where required, the concurrence of the
Continuing Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
The term "Continuing Directors" means any member of the Board who was a
member of the Board immediately before the adoption of the Rights Agreement, and
any person who is subsequently elected to the Board if such person is
recommended or approved by a majority of the Continuing Directors, but does not
include an Acquiring Person, or an affiliate or associate of an Acquiring
Person, or any representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Preferred Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Other than certain provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board (in certain
circumstances, only with the concurrence of the Continuing Directors) in order
to cure any ambiguity, to make certain other changes that do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, no amendment to adjust the time period governing
redemption may be made at such time as the Rights are not redeemable.
The Rights Agreement (which includes as Exhibit A the form of Rights
Certificate) is an exhibit to this Current Report on Form 8-K and is
incorporated herein by reference. The Press Release, dated June 21, 1999,
announcing the adoption of the Rights Agreement by the Board of Directors is
attached to this Current Report on Form 8-K as an exhibit and is incorporated
herein by reference. The foregoing description of the Rights is qualified in its
entirety by reference to the Rights Agreement and its exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
99.1 Rights Agreement, dated as of June 30, 1999, by and between the Company
and American Stock Trust & Transfer Company, as Rights Agent (filed as
Exhibit 99.1 to the Registration Statement on Form 8-A, as filed with
the Securities and Exchange Commission on June 16, 1999, as amended,
and incorporated herein by reference).
99.2 Press Release of Tredegar Corporation, dated June 17, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
TREDEGAR CORPORATION
(Registrant)
By: /s/ N. A. Scher
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Name: Norman A. Scher
Title: Executive Vice President and
Chief Financial Officer
Dated: June 22, 1999
EXHIBIT INDEX
Exhibit No. Description
99.1 Rights Agreement, dated as of June 30, 1999, by and between
the Company and American Stock Trust & Transfer Company, as
Rights Agent (filed as Exhibit 99.1 to the Registration
Statement on Form 8-A, as filed with the Securities and
Exchange Commission on June 16, 1999, as amended, and
incorporated herein by reference).
99.2 Press Release of Tredegar Corporation, dated June 17,1999.
Exhibit 99.2
FOR IMMEDIATE RELEASE
TREDEGAR RENEWS SHAREHOLDER RIGHTS PLAN
RICHMOND, Va., June 17, 1999 -- Tredegar Corporation (NYSE:TG)
announced today that its board of directors has adopted a new shareholder rights
plan to replace its current plan, which was adopted in 1989 and expires on June
30, 1999. The provisions of the new plan are similar to those contained in the
current plan. Like the current plan, the new plan is intended to ensure that all
Tredegar shareholders receive fair and equal treatment in the event of an
unsolicited attempt to acquire the company.
The primary objective of the rights plan is to encourage potential
acquirers to negotiate with the company's board of directors. The plan has no
immediate dilutive effect and does not diminish the ability of Tredegar or its
shareholders to accept a fair acquisition offer. Tredegar said it is not aware
of any efforts to acquire control of the company.
Under the new plan, shareholders will receive one right for each share
of Tredegar common stock owned at the close of business on June 18. The rights
become exercisable after a person or group acquires beneficial ownership of 10
percent or more of Tredegar's common stock without prior approval of the
company's board of directors. The new rights expire on June 30, 2009. A summary
of the new plan is being mailed to registered shareholders.
Based in Richmond, Va., Tredegar Corporation is a manufacturer of
plastics and aluminum extrusions. Tredegar also has interests in drug discovery,
drug delivery and a variety of other emerging technologies.
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