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, 2001.
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 principalexecutive 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/Nancy M. Taylor Nancy M. Taylor Employee Savings Plan Committee |
Dated: June 27, 2002
Appendix 1
TREDEGAR CORPORATION
RETIREMENT SAVINGS PLAN
ANNUAL REPORT
FOR THE YEAR ENDED
DECEMBER 31, 2001
TABLE OF CONTENTS
| Page |
|||
|---|---|---|---|
| Independent Auditors' Report | 1 | ||
| Financial Statements | |||
| Statement of net assets available for benefits at December 31, 2001 and 2000 | 2 | ||
| Statement of changes in net assets available for benefits for the years ended | |||
| December 31, 2001 and 2000 | 3 | ||
| Notes to financial statements | 4-9 | ||
| Supplemental Schedules | |||
| Assets held for investment purposes at end of year | 11 | ||
| Obligations in default for the year ended December 31, 2001* | |||
| Leases in default for the year ended December 31, 2001* | |||
| Reportable transactions for the year ended December 31, 2001* | |||
| Nonexempt transactions for the year ended December 31, 2001* |
* Trustee reported no such transactions, obligations or leases in default.
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 (Plan) as of December 31, 2001 and 2000, and the related statements of changes in net assets available for benefits for the years then ended. 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 auditing standards generally accepted in the United States of America. 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, 2001 and 2000, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, as listed in the accompanying table of contents, are presented for purposes of complying with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
/s/ POTI, WALTON & ASSOCIATES, PC
Richmond, Virginia
May 31, 2002
1
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
2001 2000
------------- ------------
Assets:
Investments:
Money market funds $ 465,448 $ 656,149
Common stocks 70,234,468 64,785,624
Actively managed commingled funds 27,138,072 24,583,865
Loans to participants 1,144,476 831,787
------------- ------------
Total investments 98,982,464 90,857,425
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Interest and dividends receivable 151,914 155,604
Due from broker for securities sold 57,827 21,912
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Total assets 99,192,205 91,034,941
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Liabilities:
Accrued administrative fees 13,249 540
Cash overdraft 10,830 10,586
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Total liabilities 24,079 11,126
------------- ------------
Net assets available for benefits $99,168,126 $91,023,815
============= ============
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, 2001 AND 2000
2001 2000
------------- ------------
Additions to net assets attributed to:
Investment income:
Interest $ $ 102,785
28,455
Dividends 600,162 637,148
Net appreciation (depreciation)
in the fair value of investments 3,821,834 (11,849,178)
------------- ------------
4,450,451 (11,109,245)
------------- ------------
Contributions:
Employer 2,811,340 2,970,224
Participants 7,083,951 6,925,370
Rollovers 101,409 -
------------- ------------
9,996,700 9,895,594
------------- ------------
Total additions 14,447,151 (1,213,651)
------------- ------------
Deductions from net assets attributed to:
Administrative expenses 55,410 257,727
Withdrawals paid to participating employees 6,247,430 16,957,436
------------- ------------
Total deductions 6,302,840 17,215,163
------------- ------------
Net increase (decrease) for the year 8,144,311 (18,428,814)
Net assets available for benefits:
January 1 91,023,815 109,452,629
------------- ------------
December 31 $ 99,168,126 $ 91,023,815
============= ============
The accompanying notes are an integral part of these financial statements.
3
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
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 Tredegar Corporation Retirement Savings Plan (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 accounting principles generally accepted in the United States of America. |
|
Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. |
|
Security Valuation - Investments are stated at fair value determined as follows: |
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Money market funds - market price which is equivalent to cost |
|
Common stocks - last published sale price on the New York Stock Exchange |
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Actively managed commingled funds - provided in the audited annual report of the Frank Russell Trust Company |
4
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
Note 1 Summary of Significant Accounting Policies (Continued)
|
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. |
|
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. |
Note 3 Contributions and Investment Options
|
As of December 31, 2001 and 2000, there were 2,357 and 2,389 employees, respectively, participating in the Plan. As of December 31, 2001 and 2000, 2,870 and 2,623 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 and nine (9) actively managed commingled funds as investment options to participants. No additional contributions may be directed to Ethyl Corporation stock or Albemarle Corporation stock and these investment options will be eliminated effective December 31, 2002. |
5
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
Note 4 Investments
|
The following table presents the fair value of investments as of December 31, 2001 and 2000. |
2000(1) 2001(1)
------------ ------------
Money market funds - Frank Russell Trust
Company Short-Term Investment Fund $ 465,448 $ 656,149
Investments at fair value as determined by quoted
market price:
Common stocks:
Albemarle Corporation 1,082,088 1,392,435
Ethyl Corporation 91,883 167,430
Tredegar Corporation 69,060,497 63,225,759
------------ ------------
70,234,468 64,785,624
------------ ------------
Actively managed commingled funds (2):
Frank Russell Investment Contract Fund, Class C 5,474,369 5,220,664
Frank Russell Global Balanced Fund, Class C 6,084,149 6,432,332
Frank Russell Equity I Fund, Class G 8,780,762 10,571,761
Frank Russell Small Capitalization Fund, Class D 1,882,966 1,350,698
Frank Russell Fixed Income I Fund, Class B 947,307 108,047
Frank Russell Domestic Conservative Balanced Fund, Class B
552,245 75,559
Frank Russell Aggressive Balanced Fund,
Class B 1,187,473 348,858
Frank Russell 1000 Index Fund, Class A 1,809,060 350,913
Frank Russell All International Markets Fund, Class B
419,741 125,033
------------ ------------
27,138,072 24,583,865
------------ ------------
Loans to participants 1,144,476 831,787
------------ ------------
Total investments $ 98,982,464 $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.
6
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
Note 4 Investments (Continued)
|
During the years ended December 31, 2001 and 2000, the Plan's investment portfolio (including investments bought, sold and held during the year) appreciated (depreciated) in value by $3,821,834 and $(11,849,178), as follows: |
2001 2000
------------- -------------
Investments at fair value as determined by
quoted market price:
Common stocks:
Tredegar Corporation $ 5,583,857 $(11,070,808)
Albemarle Corporation (40,260) 405,243
Ethyl Corporation (59,289) (230,448)
------------- -------------
5,484,308 (10,896,013)
------------- -------------
Investments at fair value as determined in the audited
annual report of the Frank Russell Trust Company:
Frank Russell Investment Contract Fund, Class C
295,890 326,922
Frank Russell Global Balanced Fund, Class C (297,872) (124,782)
Frank Russell Equity I Fund - (175,242)
Frank Russell Equity II Fund - 186,658
Frank Russell Equity I Fund, Class G (1,519,262) (1,108,938)
Frank Russell Small Capitalization Fund, Class D 34,807 (53,571)
Frank Russell Fixed Income I Fund, Class B 39,721 1,441
Frank Russell Domestic Conservative Balanced Fund,
Class B 7,160 (452)
Frank Russell Aggressive Balanced Fund, Class B
(50,034) 1,584
Frank Russell 1000 Index Fund, Class A (121,937) (8,625)
Frank Russell All International Markets Fund, Class B
(50,947) 1,840
------------- -------------
(1,662,474) (953,165)
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Net change in fair value $ 3,821,834 $(11,849,178)
============= =============
7
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
Note 5 Nonparticipant-directed investments
|
Information about the net assets available for benefits and significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows: |
2001 2000
------------ -------------
Net assets available for benefits:
Money market funds $ 432,456 $ 379,756
Common stock 69,060,497 63,225,759
Interest and dividends receivable 145,863 146,957
------------ -------------
$ 69,638,816 $ 63,752,472
============ =============
Changes in net assets available for benefits:
Additions to net assets attributed to:
Investment income:
Interest $ 22,044 $ 26,925
Dividends 576,091 592,203
Net appreciation (depreciation) in the fair value of
investments 5,583,857 (11,070,808)
------------ -------------
6,181,992 (10,451,680)
------------ -------------
Contributions:
Employer 2,811,340 2,970,224
Participants 1,887,869 2,728,180
Rollovers 1,205 -
------------ -------------
4,700,414 5,698,404
------------ -------------
Total additions 10,882,406 (4,753,276)
------------ -------------
Deductions from net assets attributed to:
Administrative expenses 44,445 31,752
Withdrawals paid to participating employees 3,700,167 10,306,227
Transfers to participant-directed investments 1,251,450 1,248,839
------------ -------------
Total deductions 4,996,062 11,586,818
------------ -------------
Net increase (decrease) for the year 5,886,344 (16,340,094)
Net assets available for benefits:
January 1 63,752,472 80,092,566
------------ -------------
December 31 $ 69,638,816 $ 63,752,472
============ =============
8
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
Note 6 Federal Income Taxes
|
The Internal Revenue Service has determined and informed Tredegar by a letter dated September 7, 2001, 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’s 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 7 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 8 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 $195,444 and $89,826 for the years ended December 31, 2001 and 2000, respectively. |
Note 9 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. |
9
SUPPLEMENTAL SCHEDULE
10
TREDEGAR CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2001
EIN: 54-1497771 PN: 002
(c) Description of
investment including
maturity date, rate
(b) Identity of issue, borrower, of interest, collateral, (e) Current
(a) lessor, or similar party par, or maturity value (d) Cost value
- --- -------------------------------------------- ------------------------ ------------ --------------
Frank Russell Trust Company Short-Term
Investment Fund 465,448 units ** $
465,448
* Tredegar Corporation common stock 3,634,763 shares $ 23,760,992 69,060,497
Ethyl Corporation common stock 99,873 shares ** 91,883
Albemarle Corporation common stock 45,087 shares ** 1,082,088
Frank Russell Investment Contract Fund,
Class C 464,757 units ** 5,474,369
Frank Russell Global Balanced Fund, Class C 564,392 units ** 6,084,149
Frank Russell Equity I Fund, Class G 1,137,404 units ** 8,780,762
Frank Russell Small Capitalization Fund,
Class D 203,344 units ** 1,882,966
Frank Russell Fixed Income I Fund, Class B 74,945 units ** 947,307
Frank Russell Domestic Conservative Balanced
Fund, Class B 50,758 units ** 552,245
Frank Russell Aggressive Balanced Fund,
Class B 115,401 units ** 1,187,473
Frank Russell 1000 Index Fund, Class A 199,896 units ** 1,809,060
Frank Russell All International Markets
Fund, Class B 41,517 units ** 419,741
* Participant loans 308 loans
6.0%-10.5% - 1,144,476
Total plan investments $ 98,982,464
* party-in-interest
** cost omitted for participant-directed investments
11
EXHIBIT INDEX
23.1 Consent of Independent Auditors
12
Exhibit 23.1
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 May 31, 2002, appearing in this Annual Report on Form 11-K of the Tredegar Corporation Retirement Savings Plan for the year ended December 31, 2001.
/s/ Poti, Walton & Associates, PC
June 24, 2002