SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Tredegar Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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NOTICE
and
PROXY STATEMENT
for
ANNUAL MEETING
of
SHAREHOLDERS
May 20, 1999
[LOGO]
Tredegar Industries, Inc.
1100 Boulders Parkway
Richmond, Virginia 23225
Tredegar Industries, Inc.
1100 Boulders Parkway
Richmond, Virginia 23225
[LOGO]
Annual Meeting of Shareholders
March 29, 1999
To the Shareholders:
We invite you to attend the Annual Meeting of Shareholders to be held in
the Grand Ballroom of The Jefferson Hotel, Franklin & Adams Streets, Richmond,
Virginia, on Thursday, May 20, 1999, at 9:30 a.m., Eastern Daylight Time. A
formal notice of the meeting, a proxy statement and a proxy form are enclosed.
You are being asked to elect directors, approve the designation of auditors for
the coming year, approve the Amended and Restated Incentive Plan and approve
changing the name of the Corporation to Tredegar Corporation.
Please read the notice and proxy statement, complete the proxy form and
mail it promptly.
Sincerely yours,
/s/ John D. Gottwald
John D. Gottwald
President and Chief Executive Officer
Tredegar Industries, Inc.
1100 Boulders Parkway
Richmond, Virginia 23225
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of the holders of shares of Tredegar Industries, Inc.'s
("Tredegar") Common Stock ("Common Stock") will be held in the Grand Ballroom of
The Jefferson Hotel, Franklin & Adams Streets, in Richmond, Virginia, on
Thursday, May 20, 1999, at 9:30 a.m., Eastern Daylight Time, for the following
purposes:
1. To elect three directors to serve until the 2002 annual meeting and until
their successors are elected;
2. To approve the designation of PricewaterhouseCoopers LLP as auditors for
the fiscal year ending December 31, 1999;
3. To approve the Amended and Restated Incentive Plan;
4. To approve the amendment to Tredegar's Articles of Incorporation to change
its name; and
5. To conduct any other business properly raised at the meeting.
Anyone who is shown on Tredegar's stock records as holding shares of Common
Stock at the close of business on March 19, 1999, may vote at the meeting.
Please complete, sign, date and return the enclosed proxy form promptly,
regardless of whether you plan to attend the meeting. You may still vote in
person at the meeting even if you return the proxy. A self-addressed, stamped
envelope is enclosed.
By Order of the Board of Directors
Nancy M. Taylor, Secretary
March 29, 1999
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
TREDEGAR INDUSTRIES, INC.
To be held May 20, 1999
Approximate date of mailing--March 29, 1999
Tredegar's Board of Directors (the "Board") is soliciting your proxy
for the Annual Meeting of Shareholders to be held on Thursday, May 20, 1999.
Anyone giving a proxy may revoke it any time before it is voted. A proxy can be
revoked by voting in person at the meeting, delivering another proxy, or
notifying Tredegar's Secretary in writing that you want to revoke your proxy.
All signed proxies that have not been revoked will be voted at the Annual
Meeting. If your proxy contains any specific instructions, they will be
followed.
On March 19, 1999, the date for determining shareholders entitled to vote
at the meeting, there were 36,441,339 outstanding shares of Common Stock. Each
share of Common Stock is entitled to one vote.
Tredegar will pay the cost of soliciting proxies and may use employees to
solicit proxies by mail, in person or by telephone. Corporate Investor
Communications, Inc. ("CIC") has been engaged to solicit proxies from brokers,
nominees, fiduciaries and other custodians. Tredegar will pay CIC $4,500 for its
services and will reimburse CIC for its out-of-pocket expenses.
Tredegar's address is 1100 Boulders Parkway, Richmond, Virginia 23225.
ELECTION OF DIRECTORS
The Board is divided into three classes of directors as nearly equal in
number as possible. Each class of directors serves for three years. The term for
each class is staggered so that one class is elected at each annual meeting.
The terms of Phyllis Cothran, Richard W. Goodrum and Floyd D. Gottwald,
Jr., will expire at the 1999 Annual Meeting. Phyllis Cothran, Richard W. Goodrum
and Floyd D. Gottwald, Jr., have been nominated by the Board for election at the
1999 Annual Meeting for the term expiring at the 2002 Annual Meeting of
Shareholders.
To be elected, a nominee must receive "for" votes from shareholders owning
at least a plurality of the shares of Common Stock voted in the election of
directors. Unless otherwise specified in your proxy, signing and returning your
proxy will constitute a vote "for" all of the nominees. Any votes withheld and
any shares held in street name ("Broker Shares") that are not voted in the
election of directors will not be counted in determining the number of votes
cast. In the event that any nominee for director is unavailable for election,
the Board may either reduce the number of directors or designate a substitute
nominee. If the Board selects a substitute nominee, the shares represented by
proxy will be voted for the substitute nominee, unless otherwise specified.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" ALL OF THE NOMINEES.
2
Below is some information on the three nominees and the directors who will
continue on the Board after the meeting:
Austin Brockenbrough, III - age 62; director since 1993; Managing Director and
President of Lowe, Brockenbrough & Company, Inc. (private investment counseling
firm) since 1970. Other directorship: Trustee of The Williamsburg Investment
Trust. Term expires 2000.
Phyllis Cothran - age 51; director since 1993; retired, having served previously
as President and Chief Operating Officer of Trigon Blue Cross Blue Shield, a
health insurance (and related services) company, from November, 1990 until March
31, 1997. Other directorship: Ethyl Corporation ("Ethyl"), a petroleum additives
company. Term expires 1999.
Richard W. Goodrum - age 70; director since 1989; retired, having served
previously as Executive Vice President and Chief Operating Officer of Tredegar
from July 10, 1989 until March 31, 1996. Term expires 1999.
Floyd D. Gottwald, Jr. - age 76; director since 1989; Chairman of the Board and
Chief Executive Officer of Albemarle Corporation, a chemicals company
("Albemarle"), since March 1, 1994. Other directorship: Albemarle. Term expires
1999.
John D. Gottwald - age 44; director since 1989; President and Chief Executive
Officer of Tredegar since July 10, 1989. Other directorship: Albemarle. Term
expires 2001.
William M. Gottwald - age 50; director since 1997; Vice President, Corporate
Strategy, of Albemarle since August, 1996; having served previously as Senior
Vice President of Ethyl from September, 1994 until August, 1996, and as
President of Whitby, Inc., a pharmaceuticals company, from September, 1989 until
September, 1994. Term expires 2000.
Andre B. Lacy - age 59; director since 1989; Chairman of the Board, Chief
Executive Officer and President of LDI Management, Inc. (distribution and
manufacturing holding company), and Managing General Partner of LDI, Ltd.
(industrial and investment limited partnership) since 1986. Other directorships:
Albemarle, FinishMaster, Inc., Herff Jones, Inc., IPALCO Enterprises, Inc., The
National Bank of Indianapolis, and Patterson Dental Company. Term expires 2001.
Richard L. Morrill - age 59; director since 1997; Chancellor and Distinguished
Professor of Ethics and Democratic Values, University of Richmond since July 1,
1998; having served previously as President of the University of Richmond from
1988 until June 30, 1998. Other directorship: The Williamsburg Investment Trust.
Term expires 2000.
Emmett J. Rice - age 79; director since 1989; retired, former member of the
Board of Governors of the Federal Reserve System. Other directorships:
Albemarle, Jardine-Fleming China Region Fund, Inc. and Legg Mason Institutional
Advisors II. Term expires 2001.
Norman A. Scher - age 61; director since 1989; Executive Vice President and
Chief Financial Officer of Tredegar since July 10, 1989; having served
previously as Treasurer of Tredegar from July 10, 1989 until May 22, 1997. Other
directorship: DIMON, Incorporated. Term expires 2000.
Thomas G. Slater, Jr. - age 54; director since 1998; Partner of Hunton &
Williams, a law firm, since 1976. Term expires 2001.
There were five meetings of the Board held in 1998. Except for Andre B.
Lacy, all of the directors attended at least 75% of the total number of Board
meetings and Board Committees meetings (of which the director was a member) held
in 1998. Mr. Lacy missed two Board meetings and one Audit Committee meeting.
3
John D. Gottwald, Richard W. Goodrum and Norman A. Scher serve on
Tredegar's Executive Committee. Tredegar's By-laws allow the Executive Committee
to exercise the authority of the Board, except as limited by the Virginia Stock
Corporation Act, and except with respect to the compensation of executive
officers (which is determined by the Executive Compensation Committee). During
1998, the Executive Committee met informally as required as Tredegar's principal
management committee.
Austin Brockenbrough, III, Richard W. Goodrum and Andre B. Lacy serve on
Tredegar's Audit Committee, which met twice during 1998. This Committee reviews
Tredegar's internal audit and financial reporting functions and the scope and
results of the audit performed by Tredegar's independent accountants. The Audit
Committee reports to the Board on those matters and recommends to the Board the
engagement of the independent accountants.
Phyllis Cothran, Richard L. Morrill and Emmett J. Rice serve on Tredegar's
Executive Compensation Committee, which met three times in 1998. This Committee
approves the salaries and bonus awards of executive officers, and grants awards
under Tredegar's stock incentive plans (other than the Directors' Stock Plan).
The Executive Compensation Committee is composed of individuals who, either
currently or in the prior year, are not and were not eligible to participate in
any stock incentive plan of Tredegar, other than the Directors' Stock Plan.
Grants under the Directors' Stock Plan are approved by Tredegar's Board of
Directors.
Austin Brockenbrough, III, John D. Gottwald and Thomas G. Slater, Jr.,
serve on Tredegar's Nominating Committee, which met once in 1998. This Committee
recommends to the Board the nominees for election as directors and may make
other recommendations regarding the term of office, classification and
compensation of directors.
Austin Brockenbrough, III, Richard L. Morrill and Norman A. Scher serve on
Tredegar's Investment Policy Committee, which met six times in 1998. This
Committee administers Tredegar's Investment Conflict of Interest Policy.
Tredegar's By-laws allow any shareholder who is entitled to vote in the
election of directors to nominate a director. To do so, the shareholder must
give written notice to Tredegar's Secretary at least ninety days before the
Annual Meeting of Shareholders or, when an election is to be held at a special
meeting of shareholders, by the close of business on the seventh day following
the day that the notice of the special meeting is given to shareholders. The
notice must include the following: (i) the name and address of the shareholder
and of each person nominated, (ii) a representation that the shareholder is a
record holder of Tredegar's Common Stock, that he or she is entitled to vote at
the meeting and will appear in person or by proxy at the meeting to nominate the
people named in the notice, (iii) a description of all arrangements or
understandings between the shareholder and each nominee and any other person
pursuant to which the nomination is being made, (iv) the information on each
nominee required under the applicable rules of the Securities and Exchange
Commission to be included in a proxy and (v) the consent of each of the
shareholder's nominees to serve as a director of Tredegar if elected.
John D. Gottwald and William M. Gottwald are brothers and are sons of Floyd
D. Gottwald, Jr. The Gottwalds may be deemed to be control persons of Tredegar.
In addition, Thomas G. Slater, Jr., is married to John D. Gottwald's
sister-in-law.
4
STOCK OWNERSHIP
Below is information on the beneficial ownership of Tredegar's Common Stock
by the directors, nominees and the executive officers named in the Summary
Compensation Table as of February 1, 1999. The table also shows the beneficial
ownership of all directors and executive officers of Tredegar as a group as of
February 1, 1999.
Security Ownership of Management
-------------------------------------------
Number of Shares Number of Shares Total
with Sole Voting with Shared Voting Number
and Investment and Investment of Percent of
Power Power Shares Class(a)
--------------------- ------------------ --------- ----------
Outstanding Options
----------- -------
Directors, Nominees and
Certain Executive Officers(b)
Austin Brockenbrough, III 45,000 -- 18,610 63,610 (c)
Phyllis Cothran 17,100 -- -- 17,100
Michael W. Giancaspro 140,415 60,549 -- 200,964
Richard W. Goodrum 388,361 247,500 13,500 649,361 1.77%
Floyd D. Gottwald, Jr 3,394,059 -- 283,818 3,677,877 (d) 10.09%
John D. Gottwald 1,458,716 634,800 727,264 2,820,780 (e) 7.61%
William M. Gottwald 87,471 -- 580,570 668,041 (f) 1.83%
Andre B. Lacy 1,002 -- 288,000 289,002 (g)
Douglas R. Monk 44,078 146,985 -- 191,063
Richard L. Morrill 600 -- -- 600
Emmett J. Rice 2,385 -- -- 2,385
Anthony J. Rinaldi 103,112 161,799 4,578 269,489 (h)
Norman A. Scher 252,321 216,500 180 469,001 1.28%
Thomas G. Slater, Jr -- -- 1,500 1,500 (i)
Management
All directors and executive officers
as a group (17)(j)(k) 6,058,030 1,688,727 1,904,514(l) 9,651,271 (l) 25.31%
- ----------
(a) Except where otherwise noted, each person owns less than 1% of
Tredegar's outstanding Common Stock.
(b) Some of the shares may be considered to be beneficially owned by more
than one person or group listed and are included in the table for each.
(c) Austin Brockenbrough, III, disclaims beneficial ownership of 8,610
shares of Common Stock.
(d) Floyd D. Gottwald, Jr., disclaims beneficial ownership of 283,818
shares of Common Stock.
(e) John D. Gottwald disclaims beneficial ownership of 181,842 shares of
Common Stock.
(f) William M. Gottwald disclaims beneficial ownership of 104,604 shares of
Common Stock.
(g) Andre B. Lacy disclaims beneficial ownership of 219,665 shares of
Common Stock.
(h) Anthony J. Rinaldi disclaims beneficial ownership of 4,425 shares of
Common Stock.
(i) Thomas G. Slater, Jr., disclaims beneficial ownership of 1,500 shares
of Common Stock
(j) The directors, nominees and executive officers have sole voting and
investment power over their shares, except for the those listed in the third
column, which are held by or jointly with spouses, by children or in
partnerships and certain trust relationships. Any shares held under Ethyl's,
Albemarle's or Tredegar's benefit plans for any director,
5
nominee or executive officer are included in the number of shares over which
that person has sole voting or investment power. Shares held by the trustees of
those plans for other employees are not included. See Note (d) to the table
"Security Ownership of Certain Beneficial Owners" below.
(k) Two directors share voting and investment power for 13,506 shares. This
overlap in beneficial ownership has been eliminated in calculating the number of
shares and the percentage of class owned by Management.
(l) The above table does not include some of the shares owned by the adult
children of Floyd D. Gottwald, Jr. Nor does it include the shares owned by Floyd
D. Gottwald, Jr.'s brother, Bruce C. Gottwald, and his adult children. Bruce C.
Gottwald, Floyd D. Gottwald, Jr., John D. Gottwald and William M. Gottwald may
be considered a "group" under Section 13(d) of the Securities Exchange Act of
1934, and the shares owned or attributed to them and their children are reported
in the table "Security Ownership of Certain Beneficial Owners" below. If all of
those shares were included in the table above, the total number of shares held
by Management would be 15,010,020 (and 39.37% of total shares outstanding).
The table below lists any person (including any "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934) known to Tredegar that
beneficially owned more than 5% of Tredegar's Common Stock on February 1, 1999.
Security Ownership of Certain Beneficial Owners
Names and Addresses Number Percent
of Beneficial Owners of Shares Class
- -------------------- --------- -------
Bruce C. Gottwald,
Floyd D. Gottwald, Jr.,
John D. Gottwald, and
William M. Gottwald(a)
330 South Fourth Street
P.O. Box 2189
Richmond, VA 23217 12,511,947(b)(c) 33.75%
Wachovia Bank of North Carolina, N.A.,
as Trustee for the Savings Plan for
the Employees of Tredegar Industries, Inc.
301 North Main Street
Winston-Salem, NC 27150 3,919,808(c)(d) 10.77%
- ----------
(a) Bruce C. Gottwald, Floyd D. Gottwald, Jr., John D. Gottwald and William
M. Gottwald (the "Gottwalds"), together with members of their immediate
families, may be deemed to be a "group" for purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, although there is no agreement among them with
respect to the acquisition, retention, disposition or voting of Common Stock.
(b) The Gottwalds, individually or together, have sole voting and
investment power over all of the shares disclosed except for 3,616,085 shares
held by their respective wives and children, and in certain trust relationships,
some of which might be deemed to be beneficially owned by the Gottwalds under
the rules and regulations of the Securities and Exchange Commission, but as to
which the Gottwalds disclaim beneficial ownership. Shares owned by the adult
children of Bruce C. Gottwald and Floyd D. Gottwald, Jr., are included in the
group holdings of the Gottwalds.
6
(c) This amount includes 221,129 shares owned of record by Wachovia Bank of
North Carolina, N.A., Winston-Salem, North Carolina (the "Trustee"), as trustee
of the Savings Plan for the Employees of Tredegar Industries, Inc. (the
"Tredegar Savings Plan") for the benefit of John D. Gottwald.
(d) Shares held under the Tredegar Savings Plan are voted by the Trustee
according to instructions obtained from employees participating in the plan. If
a participating employee does not give the Trustee voting instructions, his or
her shares are voted by the Trustee according to the Board's recommendations to
the shareholders (as long as doing so is consistent with the Trustee's fiduciary
duties). Because members of the Gottwald family are executive officers,
directors and the largest shareholders of Tredegar, they may be considered to be
control persons of Tredegar and to have the ability to control the
recommendations of the Board.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Executive Compensation
This table shows information on compensation paid by Tredegar to the Chief
Executive Officer and the four other highest paid executive officers for their
services in all their roles to Tredegar for the fiscal years ended December 31,
1998, 1997 and 1996, respectively.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Name and Annual ----------------------
Principal Position Compensation Awards
- -------------------------------------------------------------------------------------------------------------
Securities All Other
Salary Bonus Underlying Compensation
Year ($) ($) Options/SARs (#) ($)
---- ------ ----- ---------------- ------------
John D. Gottwald 1998 358,167 135,000 -0- 18,906(1)
President and Chief ----
Executive Officer 1997 350,000 140,000 66,000 18,230(1)
----
1996 347,167 140,000 54,000 17,824(1)
----
Norman A. Scher 1998 322,292 100,000 -0- 16,915(2)
Executive Vice ----
President and Chief 1997 315,000 130,000 48,000 16,335(2)
Financial Officer ----
1996 313,000 130,000 36,000 16,022(2)
----
Douglas R. Monk 1998 195,631 85,000(3) -0- 10,105(4)
Executive Vice President ----
and Chief Operating 1997 171,086 80,000(3) 36,000 8,763(4)
Officer ----
1996 165,967 150,000(3) 18,000 8,416(4)
----
Anthony J. Rinaldi 1998 191,258 68,141(5) -0- 9,802(6)
Senior Vice President ----
And President of 1997 181,750 94,191(5) 36,000 9,286(6)
Films Division ----
1996 172,017 113,056(5) 18,000 8,726(6)
----
Michael W. Giancaspro 1998 171,133 90,000 -0- 8,747(7)
Vice President - ----
Corporate Development 1997 162,083 90,000 36,000 8,249(7)
----
1996 155,917 75,000 18,000 7,897(7)
----
7
(1) Matching contributions under the Savings Plan for the Employees of
Tredegar Industries, Inc. (the "Savings Plan") ($8,000 for 1997 and 1998 and
$7,500 for 1996) and credit under the Savings Plan Benefit Restoration Plan (the
"SPBR Plan") ($10,906 for 1998, $10,230 for 1997 and $10,324 for 1996).
(2) Matching contributions under the Savings Plan ($8,000 for 1997 and 1998
and $7,500 for 1996) and credit under the SPBR Plan ($8,915 for 1998, $8,335 for
1997 and $8,522 for 1996).
(3) Mr. Monk's bonus for 1996, 1997 and 1998 was determined under a
formula-based incentive plan adopted for Tredegar's Aluminum Extrusion division.
His 1998 and 1997 bonuses included a discretionary award, which is allowed under
the plan.
(4) Matching contributions under the Savings Plan ($8,000 for 1998, $7,857
for 1997 and $7,500 for 1996) and credit under the SPBR Plan ($2,105 for 1998,
$906 for 1997 and $916 for 1996).
(5) Bonus award is determined under the Tredegar Film Products division's
incentive compensation plan. Although the full amount of the award is reported
in the table, only a portion of the award was paid in cash to Mr. Rinaldi for
the year reported. For 1998, 1997 and 1996, Mr. Rinaldi received cash payments
of $43,544, $80,416 and $73,539, respectively, and the remaining portion was
deferred in accordance with the terms of the plan. Under the Film Products'
plan, an incentive award account is established for each plan participant. At
the end of each plan year, an individual award is allocated to a participant's
account. The individual award, which may be positive or negative, is determined
based on the change in the division's economic profit added. Following the
year-end award allocation, one-third of the balance in each participant's
account is paid out in cash, unless certain performance criteria have not been
met. Participants have no obligation to restore negative balances in their
accounts that may arise from a deduction for a negative award, except to the
extent of future positive incentive awards. A participant is entitled to the
cash value of his or her account upon retirement or death, with forfeiture
occurring upon the termination of employment in all other circumstances. After
giving effect to the cash incentive payment to Mr. Rinaldi made in January 1999
for the award earned in 1998, the cash value of Mr. Rinaldi's incentive award
account was $136,486. No interest is earned or paid on deferred amounts held in
participants' accounts.
(6) Matching contributions under the Savings Plan ($8,000 for 1997 and 1998
and $7,500 for 1996) and credit under the SPBR Plan ($1,802 for 1998, $1,268 in
1997 and $1,226 for 1996).
(7) Matching contributions under the Savings Plan ($8,000 for 1998, $7,396
for 1997 and $7,127 for 1996) and credit under the SPBR Plan ($747 for 1998,
$853 for 1997 and $770 for 1996).
8
Stock Options and SARs
There were no stock options or SARs granted to any of the executive
officers named in the Summary Compensation Table during the fiscal year ended
December 31, 1998.
This table describes the options exercised by the executive officers named
in the Summary Compensation Table during 1998 and the year-end value of all
unexercised stock options and SARs held by those executive officers.
AGGREGATED OPTION/SAR EXERCISES
IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal Year-End (#) Fiscal Year-End ($)(1)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#) Realized ($)(2) Unexercisable Unexercisable
---- --------------- --------------- ------------- -------------
John D. Gottwald(3) -0- -0- 634,800/0(4) 14,283,000/0
Norman A. Scher 227,500 4,518,358 216,500/0(5) 4,871,250/0
Douglas R. Monk 24,750 571,844 146,985/0(6) 3,307,163/0
Anthony J. Rinaldi 15,951 241,218 161,799/0(7) 3,640,478/0
Michael W. Giancaspro 45,000 850,050 60,549/0 1,362,353/0
- ----------
(1) Based on the closing price of $22.50 on December 31, 1998.
(2) "Value Realized" should not be interpreted to mean that the shares
acquired upon exercise have been sold.
(3) The number of options and related SARs listed for Mr. Gottwald include
additional options and related SARs to purchase 31,050 shares of Common Stock of
Tredegar granted as compensation for incentive stock options to purchase shares
of Ethyl common stock held by Mr. Gottwald that were forfeited in connection
with the spin-off of Tredegar from Ethyl. These additional options are incentive
stock options.
(4) Of the total options, 278,550 include a tandem SAR.
(5) Of the total options, 42,500 include a tandem SAR.
(6) Of the total options, 14,235 include a tandem SAR.
(7) Of the total options, 45,000 include a tandem SAR.
9
Retirement Benefits
All of the executive officers participate in the Tredegar Industries, Inc.
Retirement Income Plan (the "Pension Plan"). The Pension Plan provides a normal
retirement benefit equal to 1.1% of the participant's final average earnings up
to his Social Security covered compensation, multiplied by his years of pension
benefit service, plus 1.5% of final average earnings in excess of covered
compensation, multiplied by his years of pension benefit service. There is no
deduction for Social Security benefits. Estimated annual benefits under the
Pension Plan upon retirement at age 65, determined as of December 31, 1998, to
persons with specified earnings and years of pension benefit service are set
forth in the table below.
The Internal Revenue Code limits (a) the annual retirement benefit that may
be paid under the Pension Plan and (b) the earnings that may be used in
computing a benefit. The maximum benefit and earnings limitations are adjusted
each year to reflect changes in the cost of living. For 1998, the maximum
benefit limitation was $128,517 (based on a five-year certain and life annuity)
and the earnings limitation was $160,000.
All of the named executive officers also participate in the Tredegar
Industries, Inc. Retirement Benefit Restoration Plan (the "Restoration Plan").
The Restoration Plan restores benefits that cannot be paid under the Pension
Plan due to the Internal Revenue Code maximum benefit limitation, the earnings
limitation, or both. The benefit payable under the Restoration Plan is
calculated by subtracting the amount that would have been payable under the
Pension Plan if not for the Internal Revenue Code limitations and the amount
actually payable under the Pension Plan.
PENSION PLAN TABLE
(Estimated Annual Benefits Payable at Retirement(1)(2))
Remuneration
(Final-Average Earnings)(3) Years of Service(4)
- ---------------------------- ------------------------------------------------------------------------------------------------
10 15 20 25 30 35 40
------ ------ ------ ------ ------ ------ ------
$125,000 .................. 17,497 26,245 34,994 43,742 52,491 61,239 69,988
150,000 .................. 21,247 31,870 42,494 53,117 63,741 74,364 84,988
175,000 .................. 24,997 37,495 49,994 62,492 74,991 87,489 99,988
200,000 .................. 28,747 43,120 57,494 71,867 86,241 100,614 114,988
225,000 .................. 32,497 48,745 64,994 81,242 97,491 113,739 129,988
250,000 .................. 36,247 54,370 72,494 90,617 108,741 126,864 144,988
300,000 .................. 43,747 65,620 87,494 109,367 131,241 153,114 174,988
350,000 .................. 51,247 76,870 102,494 128,117 153,741 179,364 204,988
400,000 .................. 58,747 88,120 117,494 146,867 176,241 205,614 234,988
450,000 .................. 66,247 99,370 132,494 165,617 198,741 231,864 264,988
500,000 .................. 73,747 110,620 147,494 184,367 221,241 258,114 294,988
- ----------
(1) The estimated benefits assume retirement at age 65 and payment for the
lifetime of the participant, with five years of payments guaranteed (the normal
form of payment under the Pension Plan and the Restoration Plan). The table
assumes attainment of age 65 in 1998 and covered compensation of $31,328.
(2) The estimated benefit set forth in the table was determined using the
Internal Revenue Code limitation on earnings that may be used in computing a
benefit. The earnings limitation is subject to a transition rule that preserves
benefits accrued as of December 31, 1993 based on higher compensation levels.
Messrs. Gottwald and Scher have annual accrued benefits of $49,718 and $13,571,
respectively, under that transition rule.
(3) Final-Average Earnings is the average of the highest three consecutive
calendar year's earnings (base earnings plus 50% of bonuses) during the ten
consecutive years immediately preceding the date of determination.
10
The current compensation covered under the Pension Plan for each of the
executive officers named in the Summary Compensation Table is $160,000. As of
December 31, 1998, the compensation considered under the Restoration Plan for
each of the executive officers named in the Summary Compensation Table is as
follows: John D. Gottwald, $419,278; Norman A. Scher, $379,264; Douglas R. Monk,
$224,228; Anthony J. Rinaldi, $216,302 and Michael W. Giancaspro, $198,878.
(4) The years of pension benefit service for each of the executive officers
named in the Summary Compensation Table are: John D. Gottwald, 20; Norman A.
Scher, 9; Douglas R. Monk, 22; Anthony J. Rinaldi, 22; and Michael W.
Giancaspro, 18.
Compensation of Directors
During 1998, each director who was not an employee of Tredegar or any of
its subsidiaries was paid $1,000 for each Board meeting attended. A director who
participated in the meeting by telephone was paid $250 per meeting. In addition,
each director was paid $750 for each Board committee meeting attended. The
chairperson of each Board committee received an additional $250 for each meeting
attended of his or her committee. Each director was also paid a quarterly fee of
$3,600 in 1998. Employee members of the Board are not paid separately for
serving on the Board.
In addition, pursuant to the Tredegar Industries, Inc. Directors' Stock
Plan, each outside director was granted, effective on May 20, 1998, an option to
purchase 900 shares of Tredegar common stock at a per share price of $28.61. The
options vest proportionately over three years with the first one-third vesting
on the first anniversary of the grant date. The options have a ten-year term,
however, upon the termination of a director's membership on the Board of
Directors, the director will have three months to exercise any remaining portion
of his or her option to the extent vested.
Consulting Agreement with Richard W. Goodrum
Tredegar has a consulting agreement with Richard W. Goodrum, who retired as
Executive Vice President and Chief Operating Officer of Tredegar on March 31,
1996. Under the terms of that agreement, Mr. Goodrum continues to serve on
Tredegar's Executive and Management Committees and provides other services to
Tredegar. As compensation, Tredegar pays Mr. Goodrum $30,000 annually. The
agreement automatically renews for one-year periods on March 31st of each year,
unless Mr. Goodrum or Tredegar terminates the agreement at least 30 days before
the expiration of the then current term of the agreement.
Compensation Committee Report on Executive Compensation
Tredegar's Executive Compensation Committee (the "Committee") is comprised
of three independent directors. No Committee member is a current or former
employee of Tredegar or any of its subsidiaries. The Committee's role is to
review and approve practices and policies related to compensation primarily for
executive officers, including those officers listed in this proxy statement.
Compensation Philosophy
The Committee's philosophy is based on the principle that executive
compensation plans should be designed and administered to motivate and retain
highly qualified executives, with incentives linked closely to financial
performance and enhanced shareholder value. Control of all fixed costs is
critical to Tredegar's continued success. Controlling compensation costs
requires a significant portion of compensation increases to be closely linked to
performance and, therefore, variable in nature. However, Tredegar should remain
competitive with salaries.
11
Base Salaries
In determining base salaries, Tredegar identifies a reasonable range around
the average for comparable executive positions in a comparison group of
companies. Actual officer salaries are generally set within this range based on
individual performance and experience. Annual salary increases are considered.
The amount of such increases is based on a variety of factors including average
increases in comparison companies, individual performance (evaluated
subjectively), the officer's position in the pay range, Tredegar's financial
condition, and other variable components of compensation.
The comparison company group for compensation is generally not the same as
the published industry index that appears in the performance graph of this proxy
statement because index companies are not necessarily viewed as direct
competitors for executive talent. Comparison companies are chosen, and
information on pay evaluated, with the assistance of independent consultants.
The 1998 base salary for the Chief Executive Officer (CEO) was $358,167.
This salary is below the average for the comparison group.
Bonuses
Although bonus awards are generally discretionary, the bonus portion of
compensation is tied to an assessment of performance. Some division executives'
bonuses are linked directly by formula to specific division performance
measures. In such cases, economic profit added is the most widely used and most
heavily weighted measure. In other cases, a broad range of financial measures as
well as progress on strategic issues are reviewed.
In 1998, total bonuses paid to executive officers were approximately 7%
less than the 1997 amount.
The Committee awarded the CEO a bonus of $135,000, which was $5,000 less
than the amount awarded in 1997. In 1998, 27.4% of the CEO's total cash
compensation was comprised of incentive cash compensation, compared with 28.6%
in 1997. Both 1998 and 1997 incentive cash percentages were below market
averages.
Stock Options
Stock options are considered an important part of compensation at Tredegar.
As of February 1, 1999, 927 employees had stock options. Over time the stock
price reflects Management's performance. Through the options granted, employees
and shareholder interests are more closely tied.
Tredegar has three stock incentive plans available for awards to executive
officers and other employees and individuals providing valuable services to
Tredegar or its subsidiaries (collectively the "SIP"). Each year the Committee
considers granting awards under the SIP. Consistent with the objective of
closely aligning executives' interests with those of Tredegar shareholders, the
SIP enables the Committee to grant stock options, stock appreciation rights
("SARs"), and shares of restricted stock. The Committee determines the terms and
conditions of any options, SARs, or restricted stock granted.
Executive officers as a group were granted options for 416,000 shares on a
discretionary basis effective as of January 4, 1999, all at above fair market
value on the grant date ($23.3125 per share). No options were granted in 1998.
With respect to the January, 1999 option awards, the CEO was granted options for
22,000 shares at 25% above fair market value, 22,000 shares at 50% above fair
market value, 22,000 shares at 75% above fair market value, and 22,000 shares at
100% above fair market value.
12
Corporate Tax Considerations
A law, effective in 1994, disallows corporate tax deductions for executive
compensation in excess of $1 million for "proxy table" executives. This law,
covered in Internal Revenue Code Section 162(m), allows certain exemptions to
the deduction cap, including pay programs that depend on formulas and,
therefore, are "performance-based" rather than discretionary.
While significant parts of Tredegar's compensation program are
discretionary, the Company is not currently in danger of losing deductions under
Code Section 162(m). The Committee will carefully review any compensation plan
or action that would result in the disallowance of compensation deductions. The
Committee will consider a variety of factors, including the amount of any
deductions that may be lost.
Executive Compensation Committee:
Richard L. Morrill, Chairman Emmett J. Rice
Phyllis Cothran
February 23, 1999
Additional information on compensation paid to Tredegar's executive officers has
been included in Tredegar's Annual Report to Shareholders.
Comparative Company Performance
The following graph compares cumulative total returns for Tredegar, the S&P
Small Cap 600(R) Stock Index, and the S&P Manufacturing (Diversified
Industries), a nationally recognized industry index, since December 31, 1993.
The comparison assumes $100 was invested on December 31, 1993, with dividends
reinvested.
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]
Fiscal Year Ended December 31
-------------------------------------------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
TREDEGAR $100 118 220 415 685 707
S&P SMALL CAP 600 100 104 146 201 239 277
S&P MFG 100 95 124 150 189 186
DESIGNATION OF AUDITORS
The Board has designated PricewaterhouseCoopers LLP, certified public
accountants, as Tredegar's independent auditors for the year 1999, subject to
shareholder approval. This firm has audited Tredegar's financial statements
since Tredegar became an independent company. A representative of
PricewaterhouseCoopers LLP is expected to be present at the meeting. This
representative will be given an opportunity to make a statement and will be
available to answer questions.
PricewaterhouseCoopers LLP's principal function is to audit the
consolidated financial statements of Tredegar and its subsidiaries and, in
connection with the audit, to review certain related filings with the Securities
and Exchange
13
Commission and to conduct limited reviews of the unaudited financial statements
included in each of Tredegar's quarterly reports.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE DESIGNATION OF
PRICEWATERHOUSECOOPERS LLP AS AUDITORS.
APPROVAL OF THE AMENDED AND RESTATED INCENTIVE PLAN
The Board proposes that the shareholders approve the amendment and
restatement of the Tredegar Industries, Inc. 1996 Incentive Plan (as amended and
restated, the "Incentive Plan"). The Incentive Plan was adopted by the Board on
February 24, 1999, subject to the approval of the Corporation's shareholders.
The Incentive Plan permits the grant of options to purchase shares of Common
Stock from the Corporation, Stock Awards and Incentive Awards.
The original share authorization for the Incentive Plan was 1,350,000
shares. To date, only 338,175 shares of the original share authorization remain
available for grant under the Incentive Plan. In addition, 5,150 shares remain
available for grant under Tredegar's 1992 Omnibus Stock Incentive Plan (the
"1992 Plan") and no shares remain available for grant under Tredegar's 1989
Incentive Stock Option Plan (the "1989 Plan"). As described under the heading
Share Authorization below, the most significant change to the Incentive Plan is
to increase the number of shares of Tredegar common stock that may be issued
upon the exercise of options and the grant of Stock Awards by 1,500,000 shares
for a total of 1,843,325 shares (which includes the 343,325 shares still
available for grant under Tredegar's incentive plans). Tredegar will not make
any future grants under the 1989 Plan or the 1992 Plan.
Another significant change in the Incentive Plan is the elimination of
stock appreciation rights ("SARs"). As proposed, Tredegar will not be permitted
to make any future grants of SARs.
The Board believes that the Incentive Plan will benefit the Corporation by
(i) assisting it in recruiting and retaining the services of individuals with
ability and initiative, (ii) providing greater incentive for employees and other
individuals who provide valuable services to the Corporation or its
subsidiaries, and (iii) associating the interests of such persons with those of
the Corporation and its shareholders through opportunities for increased stock
ownership and performance-based incentive compensation. The more significant
features of the Incentive Plan are described below.
Administration
The Executive Compensation Committee of the Board (the "Compensation
Committee") will administer the Incentive Plan. The Compensation Committee will
have the authority to select the individuals who will participate in the
Incentive Plan ("Participants") and to grant Options and to make Stock Awards
and Incentive Awards upon such terms (not inconsistent with the terms of the
Incentive Plan), as the Committee considers appropriate. In addition, the
Committee will have complete authority to interpret all provisions of the
Incentive Plan, to prescribe the form of agreements evidencing awards under the
Incentive Plan, to adopt, amend and rescind rules and regulations pertaining to
the administration of the Incentive Plan and to make all other determinations
necessary or advisable for the administration of the Incentive Plan.
The Compensation Committee may delegate its authority to administer the
Incentive Plan to the Executive Committee of the Board or to an officer of the
Corporation. The Compensation Committee, however, may not delegate its authority
with respect to individuals who are subject to Section 16 of the Securities
Exchange Act of 1934 ("Section 16"). As used in this summary, the term
"Administrator" means the Compensation Committee and any delegate, as
appropriate.
14
Eligibility
Any employee of the Corporation or any subsidiary and any person who
provides services to the Corporation or a subsidiary is eligible to participate
in the Incentive Plan if the Administrator, in its sole discretion, determines
that such person has contributed significantly or can be expected to contribute
significantly to the profits or growth of the Corporation or a subsidiary. No
person may participate in the Incentive Plan during the time that his
participation would prevent the Committee from being "disinterested" for
purposes of Rule 16b-3 under the Securities Exchange Act of 1934 ("Rule 16b-3").
The Corporation is not able to estimate the number of individuals that the
Administrator will select to participate in the Incentive Plan or the type or
size of awards that the Administrator will approve.
Awards
Options. Options granted under the Incentive Plan may be incentive stock
options ("ISOs") or nonqualified stock options. A stock option entitles the
Participant to purchase shares of Common Stock from the Corporation at the
option price. The option price will be fixed by the Administrator at the time
the option is granted, but the price cannot be less than the shares' fair market
value on the date of grant. The option price may be paid in cash or, with the
Administrator's consent, with shares of Common Stock, a combination of cash and
Common Stock or in installments. Options may be exercised at such times and
subject to such conditions as may be prescribed by the Administrator. The
maximum period in which an option may be exercised will be fixed by the
Administrator at the time the option is granted but cannot exceed ten years in
the case of an ISO. Options generally will be nontransferable except by will or
the laws of descent and distribution. The Administrator may prescribe that
options may be transferred without consideration to members of the Participant's
immediate family, a family trust or a family partnership or as permitted under
Rule 16b-3, as in effect from time to time.
No employee may be granted ISOs (under the Incentive Plan or any other plan
of the Corporation) that are first exercisable in a calendar year for Common
Stock having an aggregate fair market value (determined as of the date the
option is granted) exceeding $100,000. In addition, no Participant may be
granted options in any calendar year for more than 450,000 shares of Common
Stock.
Stock Awards. The Incentive Plan also permits the grant of Stock Awards,
i.e., shares of Common Stock. A Stock Award may be subject to forfeiture or be
nontransferable or both unless and until certain conditions are satisfied. These
conditions may include, for example, a requirement that the Participant complete
a specified period of service or that certain objectives be achieved. The
objectives may be based on performance goals that are stated with reference to
the fair market value of the Common Stock or on the Company's, a subsidiary's or
an operating unit's return on equity, earnings per share, total earnings,
earnings growth, return on capital or return on assets. A Stock Award that is
not immediately vested and nonforfeitable will be restricted for a period of at
least three years; provided, however, that the period shall be at least one year
in the case of a Stock Award that is subject to objectives based on one or more
of the foregoing performance criteria. No participant may be granted Stock
Awards in any calendar year for more than 75,000 shares.
Incentive Awards. Incentive Awards also may be granted under the Incentive
Plan. An Incentive Award is an opportunity to earn a bonus, payable in cash,
upon the attainment of stated performance objectives. The performance objectives
may be stated with reference to the fair market value of the Common Stock or on
the Company's, a subsidiary's or an operating unit's return on equity, earnings
per share, total earnings, earnings growth, return on capital or return on
assets. The period in which the performance will be measured will be at least
one year. Incentive Awards are nontransferable except by will or the laws of
descent and distribution except that the Administrator may grant Incentive
Awards that are transferable as permitted under Rule 16b-3, as in effect from
time to time. No Participant may receive an Incentive Award payment in any
calendar year that exceeds the lesser of (i) 75% of the Participant's base
salary (prior to any salary reduction or deferral election) as of the date of
grant of the Incentive Award or (ii) $250,000.
15
Share Authorization
Under the Incentive Plan, a maximum of 1,843,325 shares of Common Stock may
be issued upon the exercise of options and the grant of Stock Awards. No more
than 300,000 shares of Common Stock may be issued as Stock Awards. These
limitations will be adjusted, as the Administrator determines is appropriate, in
the event of a change in the number of outstanding shares of Common Stock by
reason of a stock dividend, stock split, combination, reclassification,
recapitalization, or other similar events. The terms of outstanding awards and
the limitations on individual grants also may be adjusted by the Administrator
to reflect such changes.
Amendment and Termination
No option may be granted and no Restricted Stock may be awarded under the
Incentive Plan after February 24, 2009. The Board may, without further action by
shareholders, terminate or suspend the Incentive Plan in whole or in part. The
Board also may amend the Incentive Plan except that no amendment that increases
the number of shares of Common Stock that may be issued under the Incentive
Plan, changes the class of individuals who may be selected to participate in the
Incentive Plan or materially increases the benefits that may be provided under
the Incentive Plan will become effective until it is approved by shareholders.
Federal Tax Consequences
The Corporation has been advised by counsel regarding the federal income
tax consequences of the Incentive Plan. No income is recognized by a Participant
at the time an option is granted. If the option is an ISO, no income will be
recognized upon the Participant's exercise of the option. Income is recognized
by a Participant when he disposes of shares acquired under an ISO. The exercise
of a nonqualified stock option generally is a taxable event that requires the
Participant to recognize, as ordinary income, the difference between the shares'
fair market value and the option price.
Income is recognized on account of the grant of a Stock Award when the
shares first become transferable or are no longer subject to a substantial risk
of forfeiture. At that time the Participant recognizes income equal to the fair
market value of the Common Stock.
No income is recognized upon the grant of an Incentive Award. Income will
be recognized on the date that payment is made under the Incentive Award.
The employer (either the Corporation or a subsidiary) will be entitled to
claim a federal income tax deduction on account of the exercise of a
nonqualified stock option or the vesting of a Stock Award or the settlement of
an Incentive Award. The amount of the deduction is equal to the ordinary income
recognized by the Participant. The employer will not be entitled to a federal
income tax deduction on account of the grant or the exercise of an ISO. The
employer may claim a federal income tax deduction on account of certain
dispositions of ISO stock.
For the approval of the Incentive Plan, the Plan must be approved by the
holders of a majority of the total votes cast on the matter at the meeting.
Abstentions and Broker Shares that are not voted on the matter will not be
counted in determining the number of votes cast.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE AMENDED AND RESTATED
INCENTIVE PLAN.
16
APPROVAL OF CHANGE OF THE CORPORATION'S NAME
As described in the President's letter to shareholders contained in the
Annual Report, shareholders are being asked to approve a change in Tredegar's
name from "Tredegar Industries, Inc." to "Tredegar Corporation." Management
recommends that the shareholders approve the change in the Corporation's name by
amending Article I of the Corporation's Articles of Incorporation to read as
follows:
The name of the Corporation is Tredegar Corporation.
For the approval of the amendment of the Corporation's Articles of
Incorporation to change the name of the Corporation, the amendment must be
approved by the holders of a majority of the outstanding shares of Common Stock.
Abstentions and Broker Shares that are not voted on the amendment will have the
effect of a vote against the amendment.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE AMENDMENT TO THE
ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE CORPORATION.
PROPOSALS FOR 2000 ANNUAL MEETING
Under the regulations of the Securities and Exchange Commission, any
shareholder wishing to make a proposal to be acted upon at the 2000 annual
meeting of shareholders must present the proposal to Tredegar at its principal
office in Richmond, Virginia, no later than November 25, 1999, in order for the
proposal to be considered for inclusion in Tredegar's proxy statement.
In addition to any other applicable requirements, for business to be
properly brought before the annual meeting by a shareholder, even if the
proposal is not to be included in Tredegar's proxy statement, Tredegar's By-laws
provide that the shareholder must give written notice to the Secretary of
Tredegar no later than ninety days before the meeting. As to each matter, the
notice must contain (i) a brief description of the business desired to be
brought before the annual meeting (including the specific proposal to be
presented) and the reasons for addressing it at the annual meeting, (ii) the
name, record address, and class and number of shares beneficially owned by the
shareholder proposing such business, and (iii) any material interest of the
shareholder in such business.
ANNUAL REPORT ON FORM 10-K
Tredegar will provide without charge to each person to whom this Proxy
Statement has been delivered, on the written request of any such person, a copy
of Tredegar's Annual Report on Form 10-K for the fiscal year ended December 31,
1998, including the financial statements and financial statement schedules.
Requests should be directed to Tredegar Industries, Inc., 1100 Boulders Parkway,
Richmond, Virginia, 23225, Attention: Corporate Secretary. Provided with the
copy of the Form 10-K will be a list of exhibits to the Form 10-K, showing the
cost of each. Any of such exhibits will be provided upon payment of the charge
noted on the list.
17
OTHER MATTERS
The Board is not aware of any matters to be presented for action at the
meeting other than as described in this Proxy Statement. However, if any other
matters are properly raised at the meeting, or any adjournment thereof, the
person or persons voting the proxies will vote them in accordance with their
best judgment.
By Order of the Board of Directors
Nancy M. Taylor, Secretary
18
TREDEGAR INDUSTRIES, INC.
Richmond, Virginia
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 20, 1999
The undersigned hereby appoints Michael W. Giancaspro, Norman A. Scher and Nancy
M. Taylor, or any of them, with full power of substitution in each, proxies (and
if the undersigned is a proxy, substitute proxies) to vote all shares of stock
of Tredegar Industries, Inc. that the undersigned is entitled to vote at the
annual meeting of shareholders to be held on May 20, 1999, and at any and all
adjournments thereof:
1. ELECTION OF DIRECTORS o FOR all nominees listed below o WITHHOLD AUTHORITY to vote
(except as otherwise indicated for all of the nominees listed below
below)
Phyllis Cothran, Richard W. Goodrum and Floyd D. Gottwald, Jr.
INSTRUCTION: To withhold authority to vote for any of such nominees
write the nominee's name on the line provided below
2. o FOR o AGAINST o ABSTAIN The proposal to approve the designation
of PricewaterhouseCoopers LLP as the
auditors for Tredegar for 1999
3. o FOR o AGAINST o ABSTAIN The approval of the Amended and Restated
Incentive Plan
4. o FOR o AGAINST o ABSTAIN The approval of the amendment to the
Corporation's Articles of Incorporation
to change the name of the Corporation to
Tredegar Corporation
In their discretion, the Proxies are authorized to vote upon such other business
and matters incident to the conduct of the meeting as may properly come before
the meeting.
Please sign and date on the reverse side
This Proxy is solicited on behalf of the Board of Directors. This Proxy,
when properly executed, will be voted in the manner directed herein by the
undersigned shareholder. If no direction is made, this Proxy will be voted for
Proposals 1, 2, 3 and 4.
Dated ________________________________________, 1999
----------------------------------------------------
Signature
Please sign name exactly as it appears on the stock
certificate. Only one of several joint owners need sign.
Fiduciaries should give full title.
Please mark, sign, date and return the proxy card promptly
using the enclosed envelope.
