SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
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(Mark One)
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/ X / ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
- ---- ACT OF 1934
For the fiscal year ended December 31, 1999.
OR
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/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
- ---- ACT OF 1934
For the transition period from _________to______________
Commission file number 33-64647
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
SAVINGS PLAN FOR THE EMPLOYEES
OF TREDEGAR INDUSTRIES, INC.
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Tredegar Corporation
1100 Boulders Parkway
Richmond, Virginia 23225
REQUIRED INFORMATION
See Appendix 1.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAVINGS PLAN FOR THE EMPLOYEES
OF TREDEGAR INDUSTRIES, INC.
By: /s/ N. A. Scher
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N. A. Scher, Chairman
Employee Savings Plan Committee
Dated: June 23, 2000
SAVINGS PLAN FOR THE EMPLOYEES OF
TREDEGAR INDUSTRIES, INC.
ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1999
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC.
INDEX OF FINANCIAL STATEMENTS
Page
Independent Auditors' Report 1
Financial Statements
Statement of net assets available for benefits
at December 31, 1999 and 1998 2
Statement of changes in net assets available for
benefits for the years ended December 31, 1999,
1998 and 1997 3
Notes to financial statements 4-8
Independent Auditors' Report
To the Plan Administrator, Savings Plan for
the Employees of Tredegar Industries, Inc.
We have audited the accompanying statements of net assets available for
benefits of the Savings Plan for the Employees of Tredegar Industries, Inc.
(Plan) as of December 31, 1999 and 1998, and the related statements of changes
in net assets available for benefits for each of the three years in the period
ended December 31, 1999. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1999 and 1998, and the changes in net assets available
for benefits for each of the three years in the period ended December 31, 1999,
in conformity with generally accepted accounting principles.
/s/ Poti, Walton & Associates, PC
POTI, WALTON & ASSOCIATES, PC
Richmond, Virginia
June 9, 2000
1
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC.
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
1999 1998
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Assets:
Investments:
Money market funds - Wachovia Bank Diversified Trust Fund $ 52,829 $ 237,604
Common stocks:
Albemarle Corporation 1,337,810 1,893,421
Ethyl Corporation 520,943 941,681
Tredegar Corporation 79,837,407 88,064,798
Actively managed commingled funds:
Frank Russell Investment Contract Fund 5,214,032 5,259,945
Frank Russell Global Balanced Fund 7,396,942 6,006,568
Frank Russell Equity I Fund 12,500,814 8,757,333
Frank Russell Equity II Fund 1,438,273 978,768
Loans to participants 798,989 450,598
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Total investments 109,098,039 112,590,716
Interest and dividends receivable 170,103 174,775
Cash 184,487 1,598
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Net assets available for benefits $109,452,629 $112,767,089
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The accompanying notes are an integral part of these financial statements.
2
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1999 1998 1997
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Additions to net assets attributed to:
Investment income:
Interest $ 70,623 $ 67,416 $ 46,305
Dividends 676,848 661,118 590,434
Net appreciation (depreciation) in the fair value of investments (3,535,982) 5,222,130 39,417,632
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(2,788,511) 5,950,664 40,054,371
Contributions:
Employer 2,606,824 2,144,300 1,754,488
Participants 6,298,895 4,892,202 3,955,256
Rollovers 1,302,485 - -
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10,208,204 7,036,502 5,709,744
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Total additions 7,419,693 12,987,166 45,764,115
Deductions from net assets attributed to:
Administrative expenses 279,970 290,183 178,740
Withdrawals paid to participating employees 10,454,183 12,196,914 9,166,873
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Total deductions 10,734,153 12,487,097 9,345,613
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Net increase (decrease) for the year (3,314,460) 500,069 36,418,502
Net assets available for benefits:
January 1 112,767,089 112,267,020 75,848,518
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December 31 $109,452,629 $112,767,089 $112,267,020
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The accompanying notes are an integral part of these financial statements.
3
SAVINGS PLAN FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
Note 1 Summary of Significant Accounting Policies
General - Tredegar Corporation (Tredegar), which engages directly or
through subsidiaries in plastics and aluminum businesses, is a Virginia
corporation. The Savings Plan for the Employees of Tredegar Industries,
Inc. (Plan) was adopted by the Board of Directors of Tredegar on June
14, 1989, and the Plan was effective as of July 1, 1989.
The Plan is subject to Titles I, II and III and is exempt from Title IV
of the Employee Retirement Income Security Act of 1974 (ERISA). Title
IV of ERISA provides for federally sponsored insurance for plans that
terminate with unfunded benefits. No such insurance is provided to
participants in this Plan, however, because the benefits that
participants are entitled to receive are always equal to the value of
their account balances and, for that reason, the Plan is always fully
funded. The value of a participant's account may change from time to
time. Each participant assumes the risk of fluctuations in the value of
his or her account.
The accompanying financial statements of the Plan have been prepared in
conformity with generally accepted accounting principles.
Security Valuation - Investments are stated at fair value determined as
follows:
Money market funds - market price which is equivalent to cost
Common stocks - last published sale price on the New York Stock
Exchange
Actively managed commingled funds - provided in the audited annual
report of the Frank Russell Trust Company
Security Transactions and Related Investment Income - Security
transactions are accounted for on the trade date and dividend income is
recorded as earned on the ex-dividend date. Interest income is recorded
as earned on the accrual basis. In determining the realized net gain or
loss on securities sold, the cost of securities is determined on an
average cost basis. The Plan presents in the statements of changes in
net assets available for benefits the net appreciation (depreciation)
in the fair value of investments, which consists of the realized gains
or losses and the change in unrealized appreciation (depreciation) on
those investments.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results may
differ from those estimates.
Payment of Benefits - Benefits are recorded when paid.
Reclassifications - Certain prior year amounts have been reclassified
to conform to the 1999 presentation. These reclassifications have no
effect on previously reported changes in net assets available for
benefits.
Note 2 Description of Plan
The Plan is a defined contribution plan. Information regarding plan
benefits and vesting is provided in the Plan and related documents,
which are available at Tredegar's main office at 1100 Boulders Parkway,
Richmond, Virginia.
4
Note 3 Contributions and Investment Options
As of December 31, 1999 and 1998, there were 2,271 and 1,893 employees,
respectively, participating in the Plan. As of December 31, 1999 and
1998, 2,697 and 2,289 employees, respectively, were eligible to
participate in the Plan.
Participants may contribute a percentage of his or her base pay (as
defined) ranging from a minimum of 1% to a maximum of 15%. The
contribution paid on behalf of the participant by Tredegar is generally
50% of each nonrepresented participant's contribution up to 10%.
Contributions made by Tredegar are invested in the Tredegar Corporation
Common Stock Fund.
Participants direct the investment of their contributions into various
investment options offered by the plan. The plan currently offers
Tredegar stock or 4 actively managed commingled funds as investment
options to participants. No additional contributions may be invested in
Ethyl Corporation stock or in Albemarle Corporation stock.
Note 4 Investments
The following tables present the fair value of investments as of
December 31, 1999 and 1998. Investments that represent five percent or
more of the Plan's net assets are separately identified.
FAIR VALUE OF INVESTMENTS
December 31, 1999
Number of shares or units
units - principal bonds Fair
Name of issuer and title of each issue and notes Cost Value (1)
- --------------------------------------------------------------- ------------------------- ----------- ------------
Money market funds - Wachovia Bank Diversified Trust Fund $ 52,829 $ 52,829
Investments at fair value as determined by quoted market price:
Common stocks:
Albemarle Corporation 69,723 409,345 1,337,810
Ethyl Corporation 148,841 799,480 520,943
Tredegar Corporation 3,859,210 20,641,883 79,837,407
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21,850,708 81,696,160
Actively managed commingled funds (2):
Frank Russell Investment Contract Fund 234,729 4,465,572 5,214,032
Frank Russell Global Balanced Fund 250,999 5,009,632 7,396,942
Frank Russell Equity I Fund 290,561 7,405,109 12,500,814
Frank Russell Equity II Fund 45,571 1,022,772 1,438,273
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17,903,085 26,550,061
Loans to participants $798,989 798,989 798,989
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Total investments $40,605,611 $109,098,039
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(1) Investments are carried in the statement of net assets available for
benefits at fair value.
(2) Investment values are based on the audited annual report of the Frank
Russell Trust Company.
5
Note 4 Investments (Continued)
FAIR VALUE OF INVESTMENTS
December 31, 1998
Number of shares or units
units - principal bonds Fair
Name of issuer and title of each issue and notes Cost Value (1)
- --------------------------------------------------------------- ------------------------- ----------- ------------
Money market funds - Wachovia Bank Diversified Trust Fund $ 237,604 $ 237,604
Investments at fair value as determined by quoted market price:
Common stocks:
Albemarle Corporation 79,723 454,802 1,893,421
Ethyl Corporation 167,410 906,476 941,681
Tredegar Corporation 3,913,991 17,505,074 88,064,798
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18,866,352 90,899,900
Actively managed commingled funds (2):
Frank Russell Investment Contract Fund 251,467 4,635,205 5,259,945
Frank Russell Global Balanced Fund 235,506 4,404,207 6,006,568
Frank Russell Equity I Fund 245,834 5,362,754 8,757,333
Frank Russell Equity II Fund 37,872 794,799 978,768
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15,196,965 21,002,614
Loans to participants $450,598 450,598 450,598
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Total investments $34,751,519 $112,590,716
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(1) Investments are carried in the statement of net assets available for
benefits at fair value.
(2) Investment values are based on the audited annual report of the Frank
Russell Trust Company.
Closing stock prices as of December 31, 1999 and 1998, were as follows:
1999 1998
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Albemarle Corporation common stock $19.188 $23.750
Ethyl Corporation common stock 3.500 5.625
Tredegar Corporation common stock 20.688 22.500
Frank Russell Investment Contract Fund 22.213 20.917
Frank Russell Global Balanced Fund 29.470 25.505
Frank Russell Equity I Fund 43.023 35.623
Frank Russell Equity II Fund 31.561 25.844
6
Note 4 Investments (Continued)
During the years ended December 31, 1999, 1998, and 1997, the Plan's
investment portfolio (including investments bought, sold and held
during the year) appreciated (depreciated) in value by $(3,535,982),
$5,222,130, and $39,417,632, as follows:
NET CHANGE IN FAIR VALUE
1999 1998 1997
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Investments at fair value as determined by quoted market price:
Tredegar Corporation common stock $(6,436,482) $2,641,059 $36,258,606
Albemarle Corporation common stock (350,433) (53,367) 632,092
Ethyl Corporation common stock (314,380) (355,476) (361,080)
------------ ----------- ------------
(7,101,295) 2,232,216 36,529,618
Investments at fair value as determined in the audited annual report of
the Frank Russell Trust Company:
Frank Russell Investment Contract Fund 314,567 350,010 319,389
Frank Russell Global Balanced Fund 987,065 882,670 806,777
Frank Russell Equity I Fund 2,005,043 1,753,885 1,581,478
Frank Russell Equity II Fund 258,638 3,349 180,370
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3,565,313 2,989,914 2,888,014
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Net change in fair value $(3,535,982) $5,222,130 $39,417,632
============ =========== ============
Note 5 Federal Income Taxes
The Internal Revenue Service has determined and informed Tredegar by a
letter dated January 22, 1996, that the Plan and related trust are
designed in accordance with the applicable sections of the Internal
Revenue Code (IRC). The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's
tax counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
Note 6 Administrative Expenses
The Plan is responsible for all trustee and investment management fees.
Tredegar pays for all other administrative expenses up to an annual
limit of $75,000. Any expenses in excess of this limit are paid by the
Plan.
7
Note 7 Forfeitures
Employees who leave Tredegar before becoming fully vested in Tredegar
contributions forfeit the value of their nonvested account. Forfeitures
are applied against Tredegar's contributions throughout the year.
Forfeitures were as follows:
1999 $ 73,009
1998 55,581
1997 113,119
Note 8 Plan Termination
Although it has not expressed any interest to do so, Tredegar has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of Plan termination, participants would become 100 percent vested in
their employer contributions.
8
EXHIBIT INDEX
24.1 Consent of Independent Auditors
Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement of Tredegar Corporation on Form S-8 (File Number 33-64647) of our
report dated June 9, 2000, appearing in this Annual Report on Form 11-K of the
Savings Plan for the Employees of Tredegar Industries, Inc. for the year ended
December 31, 1999.
/s/ Poti, Walon & Associates, PC
POTI, WALTON & ASSOCIATES, PC
June 26, 2000