SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
___
/
X / ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
ACT OF 1934
For the fiscal year ended December 31, 2000.
OR
___
/
/ 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:
TREDEGAR CORPORATION
RETIREMENT SAVINGS PLAN
B. Name of the issuer of the
securities held pursuant to the plan and the address of its principal
executive office:
|
Tredegar Corporation |
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.
| TREDEGAR CORPORATION | |
| RETIREMENT SAVINGS PLAN |
|
| By: |
/s/N. A. Scher
N. A. Scher Employee Savings Plan Committee |
Dated: June 27, 2001
Appendix A
TREDEGAR CORPORATION
RETIREMENT SAVINGS PLAN
ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 2000
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
INDEX OF FINANCIAL STATEMENTS
| Page |
|||
|---|---|---|---|
| Independent Auditors' Report | 1 | ||
| Financial Statements | |||
| Statement of net assets available for benefits at December 31, 2000 and 1999 | 2 | ||
| Statement of changes in net assets available for benefits for the years ended | |||
| December 31, 2000, 1999 and 1998 | 3 | ||
| Notes to financial statements | 4-8 |
Independent Auditors’ Report
To the Plan Administrator, Tredegar Corporation
Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits of the Tredegar Corporation Retirement Savings Plan (formerly the Savings Plan for the Employees of Tredegar Industries, Inc.) (Plan) as of December 31, 2000 and 1999, and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 2000. 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, 2000 and 1999, and the changes in net assets available for benefits for each of the three years in the period ended December 31, 2000, in conformity with generally accepted accounting principles.
POTI, WALTON & ASSOCIATES, PC
Richmond, Virginia
June 22, 2001
1
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
| 2000 |
1999 |
|
|---|---|---|
| Assets: | ||
| Investments | ||
| Money market funds | $ 656,149 | $ 52,829 |
| Common stocks | 64,785,624 | 81,696,160 |
| Actively managed commingled funds | 24,583,865 | 26,550,061 |
| Loans to participants | 831,787 | 798,989 |
| Total investments | 90,857,425 |
109,098,039 |
| Interest and dividends receivable | 155,604 | 170,103 |
| Cash | - | 184,487 |
| Due from broker for securities sold | 21,912 | - |
| Total assets | 91,034,941 |
109,452,629 |
| Liabilities: | ||
| Accrued administrative fees | 540 | - |
| Cash overdraft | 10,586 | - |
| Total liabilities | 11,126 |
- |
| Net assets available for benefits | $91,023,815 |
$109,452,629 |
The accompanying notes are an integral part of these financial statements.
2
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
| 2000 |
1999 |
1998 |
||||||
| Additions to net assets attributed to: | ||||||||
| Investment income: | ||||||||
| Interest | $ | 102,785 | $ | 70,623 | $ | 67,416 | ||
| Dividends | 637,148 | 676,848 | 661,118 | |||||
| Net appreciation (depreciation) in the | ||||||||
| fair value of investments | (11,849,178 | ) | (3,535,982 | ) | 5,222,130 | |||
(11,109,245 |
) | (2,788,511 |
) | 5,950,664 |
||||
| Contributions: | ||||||||
| Employer | 2,970,224 | 2,606,824 | 2,144,300 | |||||
| Participants | 6,925,370 | 6,298,895 | 4,892,202 | |||||
| Rollovers | - | 1,302,485 | - | |||||
9,895,594 |
10,208,204 |
7,036,502 |
||||||
| Total additions | (1,213,651 |
) | 7,419,693 |
12,987,166 |
||||
| Deductions from net assets attributed to: | ||||||||
| Administrative expenses | 257,727 | 279,970 | 290,183 | |||||
| Withdrawals paid to participating employees | 16,957,436 | 10,454,183 | 12,196,914 | |||||
| Total deductions | 17,215,163 |
10,734,153 |
12,487,097 |
|||||
| Net increase (decrease) for the year | (18,428,814 | ) | (3,314,460 | ) | 500,069 | |||
| Net assets available for benefits: | ||||||||
| January 1 | 109,452,629 | 112,767,089 | 112,267,020 | |||||
| December 31 | $ | 91,023,815 |
$ | 109,452,629 |
$ | 112,767,089 |
The accompanying notes are an integral part of these financial statements.
3
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
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. Tredegar also operates a biotech division developing a variety of healthcare related technologies. 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 was restated effective October 1, 2000 and was renamed to the Tredegar Corporation Retirement Savings Plan. |
| The Plan is subject to Titles I, II and III and is exempt from Title IV of the Employee Retirement Income Security Act of 1974 (ERISA). Title IV of ERISA provides for federally sponsored insurance for plans that terminate with unfunded benefits. No such insurance is provided to participants in this Plan, however, because the benefits that participants are entitled to receive are always equal to the value of their account balances and, for that reason, the Plan is always fully funded. The value of a participant’s account may change from time to time. Each participant assumes the risk of fluctuations in the value of his 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. |
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
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
Note 3 Investments
| The following tables present the fair value of investments as of December 31, 2000 and 1999. Investments that represent five percent or more of the Plan’s net assets are separately identified. |
FAIR VALUE OF INVESTMENTS
December 31, 2000
| Name of issuer and title of each issue |
Number of shares or units - principal bonds and notes |
Cost |
Fair Value (1) |
|||
|---|---|---|---|---|---|---|
| Money market funds - Frank Russell Trust Company | ||||||
| Short Term Investment Fund | $ | 656,149 | $ | 656,149 | ||
| Investments at fair value as determined by quoted market price: | ||||||
| Common stocks: | ||||||
| Albemarle Corporation | 56,260 | 334,820 | 1,392,435 | |||
| Ethyl Corporation | 116,473 | 609,632 | 167,430 | |||
| Tredegar Corporation | 3,625,850 | 22,236,867 | 63,225,759 | |||
23,181,319 |
64,785,624 |
|||||
| Actively managed commingled funds (2): | ||||||
| Frank Russell Investment Contract Fund | 469,569 | 5,146,261 | 5,220,664 | |||
| Frank Russell Global Balanced Fund | 570,242 | 6,637,383 | 6,432,332 | |||
| Frank Russell Equity I Fund, Class G | 1,166,990 | 11,644,987 | 10,571,761 | |||
| Frank Russell Small Capitalization Fund | 147,472 | 1,401,716 | 1,350,698 | |||
| Frank Russell Fixed Income I Fund | 9,261 | 106,654 | 108,047 | |||
| Frank Russell Domestic Conservative Balanced Fund | 6,962 | 75,833 | 75,559 | |||
| Frank Russell Aggressive Balanced Fund | 30,864 | 347,275 | 348,858 | |||
| Frank Russell 1000 Index Fund | 33,856 | 359,525 | 350,913 | |||
| Frank Russell All International Markets Fund | 10,007 | 123,197 | 125,033 | |||
25,842,831 |
24,583,865 |
|||||
| Loans to participants | $ | 831,787 | 831,787 | 831,787 | ||
| Total investments | $ | 50,512,086 |
$ | 90,857,425 |
(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
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
Note 3 Investments (Continued)
FAIR VALUE OF INVESTMENTS
December 31, 1999
| Name of issuer and title of each issue |
Number of shares or units - principal bonds and notes |
Cost |
Fair 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 | |||
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 | |||
17,903,085 |
26,550,061 |
|||||
| Loans to participants | $ | 798,989 | 798,989 | 798,989 | ||
| Total investments | $ | 40,605,611 |
$ | 109,098,039 |
(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, 2000 and 1999, were as follows:
| 2000 |
1999 |
|
|---|---|---|
| Albemarle Corporation common stock | $24.750 | $19.188 |
| Ethyl Corporation common stock | 1.438 | 3.500 |
| Tredegar Corporation common stock | 17.438 | 20.688 |
| Frank Russell Investment Contract Fund | 11.118 | 22.213 |
| Frank Russell Global Balanced Fund | 11.280 | 29.470 |
| Frank Russell Equity I Fund | - | 43.023 |
| Frank Russell Equity II Fund | - | 31.561 |
| Frank Russell Equity I Fund, Class G | 9.059 | - |
| Frank Russell Small Capitalization Fund | 9.159 | - |
| Frank Russell Fixed Income I Fund | 11.667 | - |
| Frank Russell Domestic Conservative Balanced Fund | 10.853 | - |
| Frank Russell Aggressive Balanced Fund | 11.303 | - |
| Frank Russell 1000 Index Fund | 10.365 | - |
| Frank Russell All International Markets Fund | 12.495 | - |
6
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
Note 3 Investments (Continued)
| During the years ended December 31, 2000, 1999, and 1998, the Plan’s investment portfolio (including investments bought, sold and held during the year) appreciated (depreciated) in value by $(11,849,178), $(3,535,982), and $5,222,130, as follows: |
NET CHANGE IN FAIR VALUE
| 2000 |
1999 |
1998 |
|||||||
| Investments at fair value as determined by quoted market price: | |||||||||
| Tredegar Corporation common stock | $ | (11,070,808 | ) | $ | (6,436,482 | ) | $ | 2,641,059 | |
| Albemarle Corporation common stock | 405,243 | (350,433 | ) | (53,367 | ) | ||||
| Ethyl Corporation common stock | (230,448 | ) | (314,380 | ) | (355,476 | ) | |||
(10,896,013 |
) | (7,101,295 |
) | 2,232,216 |
|||||
| Investments at fair value as determined in the audited annual report of | |||||||||
| the Frank Russell Trust Company: | |||||||||
| Frank Russell Investment Contract Fund | 326,922 | 314,567 | 350,010 | ||||||
| Frank Russell Global Balanced Fund | (124,782 | ) | 987,065 | 882,670 | |||||
| Frank Russell Equity I Fund | (175,242 | ) | 2,005,043 | 1,753,885 | |||||
| Frank Russell Equity II Fund | 186,658 | 258,638 | 3,349 | ||||||
| Frank Russell Equity I Fund, Class G | (1,108,938 | ) | - | - | |||||
| Frank Russell Small Capitalization Fund | (53,571 | ) | - | - | |||||
| Frank Russell Fixed Income I Fund | 1,441 | - | - | ||||||
| Frank Russell Domestic Conservative Balanced Fund | (452 | ) | - | - | |||||
| Frank Russell Aggressive Balanced Fund | 1,584 | - | - | ||||||
| Frank Russell 1000 Index Fund | (8,625 | ) | - | - | |||||
| Frank Russell All International Markets Fund | 1,840 | - | - | ||||||
(953,165 |
) | 3,565,313 |
2,989,914 |
||||||
| Net change in fair value | $ | 11,849,178 |
) | $ | (3,535,982 |
) | $ | 5,222,130 |
Note 4 Contributions and Investment Options
| As of December 31, 2000 and 1999, there were 2,389 and 2,271 employees, respectively, participating in the Plan. As of December 31, 2000 and 1999, 2,623 and 2,697 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 nine (9) actively managed commingled funds as investment options to participants. No additional contributions may be invested in Ethyl Corporation stock or in Albemarle Corporation stock. |
7
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
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. |
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: |
| 2000 | $ 89,826 |
| 1999 | 73,009 |
| 1998 | 55,581 |
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 22, 2001, appearing in this Annual Report on Form 11-K of the Tredegar Corporation Retirement Savings Plan (formerly the Savings Plan for the Employees of Tredegar Industries, Inc.) for the year ended December 31, 2000.
POTI, WALTON & ASSOCIATES, PC
June 26, 2001