AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
(Amendment No. 1)
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
TREDEGAR INDUSTRIES, INC.
(Name of Issuer)
TREDEGAR INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
89465010
(CUSIP Number of Class of Securities)
NANCY M. TAYLOR, ESQ.
CORPORATE COUNSEL AND SECRETARY
TREDEGAR INDUSTRIES, INC.
1100 BOULDERS PARKWAY
RICHMOND, VIRGINIA 23225
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
COPIES TO:
C. PORTER VAUGHAN, III, ESQ.
HUNTON & WILLIAMS
RIVERFRONT PLAZA, EAST TOWER
951 EAST BYRD STREET
RICHMOND, VIRGINIA 23219
APRIL 17, 1995
(Date Tender Offer First Published,
Sent or Given to Security Holders)
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The Issuer Tender Offer Statement on Schedule 13E-4 dated April 17, 1995
relating to the offer by Tredegar Industries, Inc. (the "Company") to purchase
up to 1,000,000 shares of the Company's common stock, no par value per share
(the "Shares") (including the associated Preferred Stock Purchase Rights issued
pursuant to the rights agreement, dated as of June 15, 1989, as amended, between
the Company and the Rights Agent named therein), at per share prices specified
by tendering shareholders not in excess of $23.00 nor less than $20.00 per
Share, in cash, net to the shareholder, upon the terms and subject to the
conditions set forth in the Company's Offer to Purchase dated April 17, 1995 and
in the related Letter of Transmittal, is hereby amended to incorporate the
information included in the exhibits referred to below.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 hereby is amended to include the following exhibits:
(a)(2) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Form W-9).
(a)(15) Form of Letter to Participants in the Savings Plan for the
Employees of Tredegar Industries, Inc., dated May 3, 1995, from John D.
Gottwald, President and Chief Executive Officer of the Company.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Schedule 13E-4 is
true, complete and correct.
May 3, 1995
TREDEGAR INDUSTRIES, INC.
By: /s/ NORMAN A. SCHER
Norman A. Scher
Executive Vice President
1
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(a)(2) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Form W-9).
(a)(15) Form of Letter to Participants in the Savings Plan for the Employees of Tredegar Industries, Inc., dated
May 3, 1995, from John D. Gottwald, President and Chief Executive Officer of the Company.
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2
EXHIBIT (A)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
TREDEGAR INDUSTRIES, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED APRIL 17, 1995
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON MONDAY, MAY 15, 1995, UNLESS THE OFFER IS EXTENDED.
TO: AMERICAN STOCK TRANSFER & TRUST COMPANY
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BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND/OVERNIGHT DELIVERY:
American Stock Transfer & Trust Co. (Eligible Institutions American Stock Transfer & Trust Co.
Only)
40 Wall Street, 46th Floor (718) 234-5001 40 Wall Street, 46th Floor
New York, NY 10005 New York, NY 10005
(Attention: Reorganization CONFIRM BY TELEPHONE: (Attention: Reorganization
Department) (718) 921-8200 Department)
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FOR INFORMATION CALL:
(718) 921-8200
Delivery of this instrument and all other documents to the address or
transmission of instructions to a facsimile number other than as set forth above
does not constitute a valid delivery.
PLEASE READ THE ENTIRE LETTER
OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS,
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
This Letter of Transmittal is to be used only if (a) certificates for Shares
(as defined below) are to be forwarded herewith or (b) a tender of Shares is
being made concurrently by book-entry transfer to the account maintained by
American Stock Transfer & Trust Company (the "Depositary") at The Depository
Trust Company, Midwest Securities Trust Company or Philadelphia Depository Trust
Company (hereinafter, collectively referred to as the "Book-Entry Transfer
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Facilities") pursuant to Section 3 of the Offer to Purchase. See Instruction 2.
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DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) TENDERED CERTIFICATES
(PLEASE USE PREADDRESSED LABEL OR FILL IN (ATTACH SIGNED ADDITIONAL LIST IF NECESSARY)
EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S)
CERTIFICATE NO. OF SHARES* NO. OF SHARES
NUMBER(S) TENDERED**
TOTAL SHARES
TENDERED
Indicate in this box order (by certificate number) which Shares are to be purchased in event of proration. (Attach additional
list if necessary.) *** See Instruction 10.
1st: 2nd: 3rd: 4th: 5th: 6th:
* Does not need to be completed if Shares are tendered by book-entry transfer.
** If you desire to tender fewer than all Shares evidenced by any certificates listed above, please indicate in this column
the number of Shares you wish to tender. Otherwise, all Shares evidenced by such certificates will be deemed to have been
tendered. See Instruction 4.
*** If you do not designate an order, in the event less than all Shares tendered are purchased due to proration, Shares will
be selected for purchase by the Depositary.
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NOTE: SIGNATURE MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
SHARES HELD IN THE TREDEGAR INDUSTRIES, INC. DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN (THE "DIVIDEND REINVESTMENT PLAN"), THE SAVINGS PLAN FOR THE
EMPLOYEES OF TREDEGAR INDUSTRIES, INC. (THE "SAVINGS PLAN") OR THE TREDEGAR
INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN (THE "STOCK PURCHASE PLAN") MAY BE
TENDERED ONLY BY SUBMITTING A SEPARATE ELECTION FORM TO THE RESPECTIVE
ADMINISTRATORS AS PROVIDED HEREIN. IF YOU HOLD SHARES IN THE DIVIDEND
REINVESTMENT PLAN, THE SAVINGS PLAN OR THE STOCK PURCHASE PLAN AND OUTSIDE OF
SUCH PLANS, YOU MUST TENDER SUCH SHARES SEPARATELY. THIS LETTER OF TRANSMITTAL
MAY BE USED ONLY FOR TENDERING SHARES NOT HELD IN THE DIVIDEND REINVESTMENT
PLAN, THE SAVINGS PLAN OR THE STOCK PURCHASE PLAN.
SHAREHOLDERS WHO CANNOT DELIVER THE CERTIFICATES FOR THEIR SHARES TO THE
DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE (AS
DEFINED BELOW)) OR WHO CANNOT COMPLETE THE PROCEDURE FOR BOOK-ENTRY TRANSFER ON
A TIMELY BASIS OR WHO CANNOT DELIVER A LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS TO THE DEPOSITARY PRIOR TO THE EXPIRATION DATE MUST, IN EACH
CASE, TENDER THEIR SHARES PURSUANT TO THE GUARANTEED DELIVERY PROCEDURE SET
FORTH IN SECTION 3 OF THE OFFER TO PURCHASE. SEE INSTRUCTION 2.
SHAREHOLDERS WHO DESIRE TO TENDER SHARES PURSUANT TO THE OFFER (AS DEFINED
BELOW) AND WHO CANNOT DELIVER THEIR CERTIFICATES FOR THEIR SHARES (OR WHO ARE
UNABLE TO COMPLY WITH THE PROCEDURES FOR BOOK-ENTRY TRANSFER ON A TIMELY BASIS)
AND ALL OTHER DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL TO THE DEPOSITARY
AT OR BEFORE THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE) MAY
TENDER THEIR SHARES ACCORDING TO THE GUARANTEED DELIVERY PROCEDURES SET FORTH IN
SECTION 3 OF THE OFFER TO PURCHASE. SEE INSTRUCTION 2. DELIVERY OF DOCUMENTS TO
ONE OF THE BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH ONE OF THE BOOK
ENTRY-TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
Check Box of Applicable Book-Entry Facility:
[ ] The Depository Trust Company
[ ] The Midwest Securities Trust Company
[ ] The Philadelphia Depository Company
Account Number:
Transaction Code Number:
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution which Guaranteed Delivery:
Check Box of Applicable Book-Entry Transfer Facility and Give Account
Number if Delivered by Book-Entry
Transfer:
[ ] The Depository Trust Company
[ ] Midwest Securities Trust Company
[ ] Philadelphia Depository Company
Account Number:
2
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ODD LOTS
(SEE INSTRUCTION 8)
To be completed ONLY if the Shares are being tendered by or on
behalf of a person owning beneficially or of record, as of the close
of business on April 13, 1995, an aggregate of fewer than 100
Shares. The undersigned either (check one box):
[ ] was the beneficial or record owner, as of the close of business on
April 13, 1995, of an aggregate of fewer than 100 Shares, all of which
are being tendered; or
[ ] is a broker, dealer, commercial bank, trust company, or other nominee
that (a) is tendering for the beneficial owner(s) thereof, Shares with
respect to which it is the record holder, and (b) believes, based upon
representations made to it by such beneficial owner(s), that each such
person was the beneficial owner, as of the close of business on April
13, 1995, of an aggregate of fewer than 100 Shares and is tendering
all of such Shares.
In addition, the undersigned is tendering Shares either (check one box):
[ ] at the Purchase Price (defined below), as the same shall be determined
by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per Share below); or
[ ] at the price per Share indicated below under "Price (in Dollars) per
Share at which Shares are being tendered in this Letter of
Transmittal."
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED
CONDITIONAL TENDER
(SEE INSTRUCTION 9)
[ ] check here if tender of Shares is conditional on the Company
purchasing all or a minimum number of the tendered Shares and complete
the following:
Minimum number of Shares to be sold:
3
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
TO AMERICAN STOCK TRANSFER & TRUST COMPANY:
The undersigned hereby tenders to Tredegar Industries, Inc., a Virginia
corporation (the "Company"), the above described shares of the Company's common
stock, no par value per share (the "Shares") (including the associated Preferred
Stock Purchase Rights (the "Rights") issued pursuant to the rights agreement,
dated as of June 15, 1989, as amended, between the Company and the Rights Agent
named therein), at the price per Share indicated in this Letter of Transmittal,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Company's Offer to Purchase, dated April 17, 1995 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which together constitute the "Offer"). Unless the Rights are
redeemed, shareholders must tender one Right for each Share tendered to effect a
valid tender of Shares. Unless separate certificates for the Rights are issued,
a tender of Shares also will constitute a tender of the associated Rights.
Unless the context requires otherwise, all references herein to Shares shall
include the associated Rights.
Subject to and effective upon acceptance for payment of the Shares tendered
hereby in accordance with the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
such extension or amendment), the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Company all right, title and interest in
and to all the Shares that are being tendered hereby and orders the registration
of all such Shares if tendered by book-entry transfer and hereby irrevocably
constitutes and appoints the Depositary as the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that said Depositary
also acts as the agent of the Company) with respect to such Shares with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to:
(a) deliver certificate(s) for such Shares or transfer ownership of
such Shares on the account books maintained by any of the Book-Entry
Transfer Facilities, together in either such case with all accompanying
evidences of transfer and authenticity, to, or upon the order of, the
Company upon receipt by the Depositary, as the undersigned's agent, of the
aggregate Purchase Price (as defined below) with respect to such Shares;
(b) present certificates for such Shares for cancellation and transfer
on the Company's books; and
(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, subject to the next paragraph, all in
accordance with the terms of the Offer.
The undersigned hereby represents and warrants to the Company that:
(a) the undersigned understands that tenders of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and
in the instructions hereto will constitute the undersigned's acceptance of
the terms and conditions of the Offer, including the undersigned's
representation and warranty that:
(i) the undersigned has a net long position in Shares or equivalent
securities at least equal to the Shares tendered within the meaning of
Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and
(ii) such tender of Shares complies with Rule 14e-4;
(b) when and to the extent the Company accepts such Shares for
purchase, the Company will acquire good, marketable and unencumbered title
to them, free and clear of all security interests, liens, charges,
encumbrances, conditional sales agreements or other obligations relating to
their sale or transfer, and not subject to any adverse claim;
(c) on request, the undersigned will execute and deliver any
additional documents the Depositary or the Company deems necessary or
desirable to complete the assignment, transfer and purchase of the Shares
tendered hereby; and
(d) the undersigned has read and agrees to all of the terms of the
Offer.
All authorities conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, executors, administrators, successors, assigns,
trustees in bankruptcy, and legal representatives of the undersigned. Except as
stated in the Offer to Purchase, this tender is irrevocable.
4
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The name(s) and address(es) of the registered holder(s) should be printed
above, if they are not already printed above, exactly as they appear on the
certificates representing Shares tendered hereby. The certificate numbers, the
number of Shares represented by such certificates and the number of Shares that
the undersigned wishes to tender, should be set forth in the appropriate boxes
above. The price at which such Shares are being tendered should be indicated in
the box below.
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single per Share price (not
in excess of $23.00 nor less than $20.00 per Share) net to the seller in cash
(the "Purchase Price") that it will pay for Shares properly tendered and not
withdrawn prior to the Expiration Date pursuant to the Offer, taking into
account the number of Shares so tendered and the prices (in multiples of $.125)
specified by tendering shareholders. The undersigned understands that the
Company will select the lowest Purchase Price that will allow it to buy
1,000,000 Shares (or such lesser number of Shares as are properly tendered at
prices not in excess of $23.00 nor less than $20.00 per Share) pursuant to the
Offer. The undersigned understands that all Shares properly tendered at prices
at or below the Purchase Price and not withdrawn prior to the Expiration Date
will be purchased at the Purchase Price, upon the terms and subject to the
conditions of the Offer, including its proration and conditional tender
provisions, and that the Company will return all other Shares not purchased
pursuant to the Offer, including Shares tendered at prices greater than the
Purchase Price and not withdrawn prior to the Expiration Date and Shares not
purchased because of proration or conditional tender.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may accept for payment fewer than all of the Shares tendered hereby. In any such
event, the undersigned understands that certificate(s) for any Shares delivered
herewith but not tendered or not purchased will be returned to the undersigned
at the address indicated above, unless otherwise indicated under the "Special
Payment Instructions" or "Special Delivery Instructions" below. The undersigned
recognizes that the Company has no obligation, pursuant to the Special Payment
Instructions, to transfer any certificate for Shares from the name of its
registered holder, or to order the registration or transfer of Shares tendered
by book-entry transfer, if the Company purchases none of the Shares represented
by such certificate or tendered by such book-entry transfer.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The check for the aggregate Purchase Price for such of the Shares tendered
hereby as are purchased will be issued to the order of the undersigned and
mailed to the address indicated above, unless otherwise indicated under the
Special Payment Instructions or the Special Delivery Instructions below.
5
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5)
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED
THERE IS NO PROPER TENDER OF SHARES
(SHAREHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE
MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE
AT WHICH SHARES ARE TENDERED.)
[ ] $20.000 [ ] $20.625 [ ] $21.250 [ ] $21.875 [ ] $22.500
[ ] $20.125 [ ] $20.750 [ ] $21.375 [ ] $22.000 [ ] $22.625
[ ] $20.250 [ ] $20.875 [ ] $21.500 [ ] $22.125 [ ] $22.750
[ ] $20.375 [ ] $21.000 [ ] $21.625 [ ] $22.250 [ ] $22.875
[ ] $20.500 [ ] $21.125 [ ] $21.750 [ ] $22.375 [ ] $23.000
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6, 7 AND 11) (SEE INSTRUCTIONS 1, 4, 6, 7 AND 11)
To be completed ONLY if certificates for Shares not To be completed ONLY if certificates for Shares not tendered
tendered or not purchased and/or any check for the aggregate or not purchased and/or any check for the Purchase Price of
Purchase Price of Shares purchased are to be issued in the Shares purchased, issued in the name of the undersigned, are
name of and sent to someone other than the undersigned. to be mailed to someone other than the undersigned, or to
the undersigned at an address other than that shown above.
Issue: Mail:
[ ] Check to: [ ] Check to:
[ ] Certificates to: [ ] Certificates to:
Name(s): Name(s):
(Please Print) (Please Print)
Address: Address:
(Zip Code) (Zip Code)
(Taxpayer Identification or Social Security No.)
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6
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL SHAREHOLDERS)
(PLEASE COMPLETE AND RETURN THE ENCLOSED FORM W-9)
(Must be signed by the registered holder(s) exactly as name(s) appear(s)
on certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificate(s) and
documents transmitted with this Letter of Transmittal. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or another person acting in a fiduciary or
representative capacity, please set forth full title and see Instruction
6.)
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Signature(s) of Owner(s)
Dated: , 1995
Name(s):
(Please Print)
Capacity (full title):
Address:
(Include Zip Code)
Area Code(s) and
Telephone Number(s):
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
NAME OF FIRM:
AUTHORIZED SIGNATURE:
NAME:
(Please Print)
Title:
Address:
(Include Zip Code)
Area Code and
Telephone Number:
Dated: , 1995
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7
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of
the Shares (which term, for purposes of this document, shall include any
participant in a Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of such Shares) exactly as the name
of the registered holder appears on the certificate tendered with this
Letter of Transmittal and payment and delivery are to be made directly to
such owner unless such owner has completed either the box entitled "Special
Payment Instructions" or "Special Delivery Instructions" above; or
(b) such Shares are tendered for the account of a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank or trust
company (not a savings bank or savings and loan association) having an
office, branch or agency in the United States (each such entity, an
"Eligible Institution").
In all other cases, an Eligible Institution must guarantee all signatures
on this Letter of Transmittal. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be used only if certificates for
Shares are delivered with it to the Depositary (or such certificates will be
delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary) or if a tender for Shares is being made concurrently pursuant to the
procedure for tender by book-entry transfer set forth in Section 3 of the Offer
to Purchase. Certificates for all physically tendered Shares or confirmation of
a book-entry transfer into the Depositary's account at a Book-Entry Transfer
Facility of Shares tendered electronically, together in each case with a
properly completed and duly executed Letter of Transmittal or duly executed and
manually signed facsimile of it, and any other documents required by this Letter
of Transmittal, should be mailed or delivered to the Depositary at the
appropriate address set forth herein and must be delivered to the Depositary on
or before the Expiration Date (as defined in the Offer to Purchase). DELIVERY OF
DOCUMENTS TO ONE OF THE BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
Shareholders whose certificates are not immediately available or who cannot
deliver certificates for their Shares and all other required documents to the
Depositary before the Expiration Date, or whose Shares cannot be delivered on a
timely basis pursuant to the procedures for book-entry transfer, must, in any
such case, tender their Shares by or through any Eligible Institution by
properly completing and duly executing and delivering a Notice of Guaranteed
Delivery (or facsimile of it) and by otherwise complying with the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to
such procedure, certificates for all physically tendered Shares or book-entry
confirmations, as the case may be, as well as a properly completed and duly
executed Letter of Transmittal (or facsimile of it) and all other documents
required by this Letter of Transmittal, must be received by the Depositary
within five New York Stock Exchange trading days after receipt by the Depositary
of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer
to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mail to the Depositary and must include a
signature guarantee by an Eligible Institution in the form set forth in such
Notice. For Shares to be tendered validly pursuant to the guaranteed delivery
procedure, the Depositary must receive the Notice of Guaranteed Delivery on or
before the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
8
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The Company will not accept any alternative, conditional or contingent
tenders, nor will it purchase any fractional Shares, except as expressly
provided in the Offer to Purchase. All tendering shareholders, by execution of
this Letter of Transmittal (or a facsimile of it), waive any right to receive
any notice of the acceptance of their tender.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Shares Tendered" is inadequate, the certificate numbers and/or
the number of Shares should be listed on a separate signed schedule and attached
to this Letter of Transmittal.
4. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to shareholders
who tender by book-entry transfer.) If fewer than all of the Shares evidenced by
any certificate are to be tendered, fill in the number of Shares that are to be
tendered in the column entitled "Number of Shares Tendered," in the box
captioned "Description of Shares Tendered." In such case, if any tendered Shares
are purchased, a new certificate for the remainder of the Shares (including any
Shares not purchased) evidenced by the old certificate(s) will be issued and
sent to the registered holder(s), unless otherwise specified in either the
"Special Payment Instructions" or "Special Delivery Instructions" box on this
Letter of Transmittal, as soon as practicable after the Expiration Date. Unless
otherwise indicated, all Shares represented by the certificate(s) listed and
delivered to the Depositary will be deemed to have been tendered.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to be
properly tendered, the shareholder MUST check the box indicating the price per
Share at which he or she is tendering Shares under "Price (In Dollars) Per Share
at Which Shares Are Being Tendered" on this Letter of Transmittal. ONLY ONE BOX
MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE
IS NO PROPER TENDER OF SHARES. A shareholder wishing to tender portions of his
or her Share holdings at different prices must complete a separate Letter of
Transmittal for each price at which he or she wishes to tender each such portion
of his or her Shares. The same Shares cannot be tendered (unless previously
properly withdrawn as provided in Section 4 of the Offer to Purchase) at more
than one price.
6. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the certificate(s)
without any change whatsoever.
(b) If the Shares are registered in the names of two or more joint
holders, each such holder must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles of it) as there are
different registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and transmitted hereby, no endorsement(s) of
certificate(s) representing such Shares or separate stock power(s) are
required unless payment is to be made or the certificate(s) for Shares not
tendered or not purchased are to be issued to a person other than the
registered holder(s). SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE
GUARANTEED BY AN ELIGIBLE INSTITUTION. If this Letter of Transmittal is
signed by a person other than the registered holder(s) of the
certificate(s) listed, or if payment is to be made or their certificate(s)
for Shares not tendered or not purchased are to be issued to a person other
than the registered holder(s), the certificate(s) must be endorsed or
accompanied by appropriate stock power(s), in either case signed exactly as
the name(s) of the registered holder(s) appears on the certificate(s), and
the signature(s) on such certificate(s) or stock power(s) must be
guaranteed by an Eligible Institution. See Instruction 1.
9
<PAGE>
(e) If this Letter of Transmittal or any certificate(s) or stock
power(s) are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing
and must submit proper evidence satisfactory to the Company of their
authority so to act.
7. STOCK TRANSFER TAXES. Except as provided in this Instruction 7, no stock
transfer tax stamps or funds to cover such stamps need accompany this Letter of
Transmittal. The Company will pay or cause to be paid any stock transfer taxes
payable on the transfer to it of Shares purchased pursuant to the Offer. If,
however:
(a) payment of the aggregate Purchase Price for Shares tendered hereby
and accepted for purchase is to be made to any person other than the
registered holder(s);
(b) Shares not tendered or not accepted for purchase are to be
registered in the name(s) of any person(s) other than the registered
holder(s); or
(c) tendered certificates are registered in the name(s) of any
person(s) other than the person(s) signing this Letter of Transmittal;
then the Depositary will deduct from such aggregate Purchase Price the amount of
any stock transfer taxes (whether imposed on the registered holder, such other
person or otherwise) payable on account of the transfer to such person, unless
satisfactory evidence of the payment of such taxes or any exemption from them is
submitted.
8. ODD LOTS. As described in Section 1 of the Offer to Purchase, if the
Company is to purchase fewer than all Shares tendered before the Expiration Date
and not withdrawn, the Shares purchased first will consist of all Shares
tendered by any shareholder who each owned of record or owned beneficially, as
of the close of business on April 13, 1995, an aggregate of fewer than 100
Shares, and who tenders all of his or her Shares at or below the Purchase Price
(an "Odd Lot Holder"). This preference will not be available unless the box
captioned "Odd Lots" is completed.
9. CONDITIONAL TENDERS. As described in Sections 1 and 6 of the Offer to
Purchase, shareholders may condition their tenders on all or a minimum number of
their tendered Shares being purchased ("Conditional Tenders"). If the Company is
to purchase less than all Shares tendered before the Expiration Date and not
withdrawn, the Depositary will perform a preliminary proration, and any Shares
tendered at or below the Purchase Price pursuant to a Conditional Tender for
which the condition was not satisfied shall be deemed withdrawn, subject to
reinstatement if such Conditionally Tendered Shares are subsequently selected by
random lot for purchase subject to Sections 1 and 6 of the Offer to Purchase.
Conditional tenders will be selected by lot only from shareholders who tender
all of their Shares. All tendered Shares shall be deemed unconditionally
tendered unless the "Conditional Tender" box is completed. The Conditional
Tender alternative is made available so that a shareholder may assure that the
purchase of Shares from the shareholder pursuant to the Offer will be treated as
a sale of such Shares by the shareholder, rather than the payment of a dividend
to the shareholder, for federal income tax purposes. Odd Lot Shares, which will
not be subject to proration, cannot be conditionally tendered. It is the
tendering shareholder's responsibility to calculate the minimum number of Shares
that must be purchased from the shareholder in order for the shareholder to
qualify for sale (rather than dividend) treatment, and each shareholder is urged
to consult his or her own tax advisor.
IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL
TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED
AND THEREBY DEEMED WITHDRAWN.
10. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1 of
the Offer to Purchase, shareholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
have an effect on the federal income tax treatment of the Purchase Price for the
Shares purchased. See Sections 1 and 14 of the Offer to Purchase.
11. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for Shares
not tendered or not purchased and/or check(s) are to be issued in the name of a
person other than the signer of the Letter of Transmittal or if such
certificates and/or checks are to be sent to someone other than the person
signing the Letter of Transmittal or to the signer at a different address, the
boxes captioned "Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed as applicable
and signatures must be guaranteed as described in Instruction 1.
10
<PAGE>
12. IRREGULARITIES. All questions as to the number of Shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Company in its sole discretion, which determinations
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders of Shares it determines not to be in proper
form or the acceptance of which or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Shares, and the Company's interpretation of the terms
of the Offer (including these instructions) will be final and binding on all
parties. No tender of Shares will be deemed to be properly made until all
defects and irregularities have been cured or waived. Unless waived, any defects
or irregularities in connection with tenders must be cured within such time as
the Company shall determine. None of the Company, the Dealer Managers (as
defined in the Offer to Purchase), the Depositary, the Information Agent (as
defined in the Offer to Purchase) or any other person is or will be obligated to
give notice of any defects or irregularities in tenders and none of them will
incur any liability for failure to give any such notice.
13. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to, or additional copies of the
Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of
Transmittal may be obtained from, the Information Agent or the Dealer Managers
at their addresses and telephone numbers set forth at the end of this Letter of
Transmittal or from your broker, dealer, commercial bank or trust company.
14. FORM W-9 AND FORM W-8. Shareholders other than corporations and certain
foreign persons may be subject to backup federal income tax withholding. Each
tendering shareholder who does not otherwise establish to the satisfaction of
the Depositary an exemption from backup federal income tax withholding is
required to provide the Depositary with a correct taxpayer identification number
("TIN") on Form W-9, which is provided with this Letter of Transmittal. For an
individual, his or her TIN will generally be his or her social security number.
Failure to provide the information requested or to make the certification on the
Form W-9 may subject the tendering shareholder to 31% backup federal income tax
withholding on the payments made to or for the shareholder with respect to
Shares purchased pursuant to the Offer. Failing to furnish a correct TIN may
subject the shareholder to a $50.00 penalty imposed by the Internal Revenue
Service. Providing false information may result in additional penalties. Backup
withholding is not an additional tax. Rather, the tax liability of a person
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained.
Shareholders who are foreign persons should submit Form W-8 to certify that they
are exempt from backup withholding. Form W-8 may be obtained from the
Depositary.
15. WITHHOLDING ON FOREIGN SHAREHOLDERS. Even if a foreign shareholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold federal income taxes equal to 30% of the gross payments payable to
a foreign shareholder or his agent unless the Depositary determines that an
exemption from or a reduced rate of withholding is available pursuant to a tax
treaty or an exemption from withholding is applicable because such gross
proceeds are effectively connected with the conduct of a trade or business in
the United States. In order to obtain an exemption from or a reduced rate of
withholding pursuant to a tax treaty, a foreign shareholder must deliver to the
Depositary a properly completed Form 1001. For this purpose, a foreign
shareholder is a shareholder that is not (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity created or organized in
or under the laws of the United States, any State or any political subdivision
thereof or (iii) any estate or trust the income of which is subject to United
States federal income taxation regardless of the source of such income. In order
to obtain an exemption from withholding on the grounds that the gross proceeds
paid pursuant to the Offer are effectively connected with the conduct of a trade
or business within the United States, a foreign shareholder must deliver to the
Depositary a properly completed Form 4224. The Depositary will determine a
shareholder's status as a foreign shareholder and eligibility for a reduced rate
of, or an exemption from, withholding by reference to outstanding certificates
or statements concerning eligibility for a reduced rate of, or exemption from,
withholding (E.G., Form 1001 or Form 4224) unless facts and circumstances
indicate that such reliance is not warranted. A foreign shareholder may be
eligible to obtain a refund of all or a portion of any tax withheld if such
shareholder meets one of the three tests for sale treatment described in Section
14 of the Offer to Purchase or is otherwise able to establish that no tax or a
reduced amount of tax is due. Backup withholding generally will not apply to
amounts subject to the 30% or treaty-reduced rate of withholding. Foreign
shareholders
11
<PAGE>
are urged to consult their tax advisors regarding the application of federal
income tax withholding, including eligibility for a withholding tax reduction or
exemption and refund procedures.
16. DIVIDEND REINVESTMENT PLAN. A shareholder participating in the Dividend
Reinvestment Plan who wishes to have American Stock Transfer & Trust Company,
who administers the Dividend Reinvestment Plan, tender Shares held in such
participant's account in the Dividend Reinvestment Plan should so indicate by
completing the election form included with the memorandum furnished to such
participants.
THE PARTICIPANTS IN THE DIVIDEND REINVESTMENT PLAN MAY NOT USE THE LETTER
OF TRANSMITTAL TO DIRECT THE TENDER OF DIVIDEND REINVESTMENT PLAN SHARES, BUT
MUST USE THE SEPARATE ELECTION FORM ENCLOSED WITH THE MEMORANDUM TO PARTICIPANTS
IN THE TREDEGAR INDUSTRIES, INC. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN.
DIVIDEND REINVESTMENT PLAN PARTICIPANTS ARE URGED TO READ THE SEPARATE ELECTION
FORM AND RELATED MATERIALS CAREFULLY. ANY DIVIDEND REINVESTMENT PLAN SHARES
TENDERED BUT NOT PURCHASED WILL BE RETURNED TO THE PARTICIPANT'S DIVIDEND
REINVESTMENT PLAN ACCOUNT.
If a participant tenders all of his or her Dividend Reinvestment Plan
Shares and all such Shares are purchased by the Company pursuant to the Offer,
such tender will be deemed to be authorization and written notice to American
Stock Transfer & Trust Company of termination of such shareholder's
participation in the Dividend Reinvestment Plan.
SAVINGS PLAN. Participants in the Savings Plan who wish to have Wachovia
Bank of North Carolina, N.A., as trustee thereof (the "Savings Plan Trustee"),
tender all or part of the Shares allocated to their accounts should so indicate
by completing, executing and returning to the Savings Plan Trustee the election
form included with the memorandum furnished to such participants.
THE PARTICIPANTS IN THE SAVINGS PLAN MAY NOT USE THE LETTER OF TRANSMITTAL
TO DIRECT THE TENDER OF THE SAVINGS PLAN SHARES, BUT MUST USE THE SEPARATE
ELECTION FORM ENCLOSED WITH THE MEMORANDUM TO PARTICIPANTS IN THE SAVINGS PLAN
FOR THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC. SAVINGS PLAN PARTICIPANTS ARE
URGED TO READ THE SEPARATE ELECTION FORM AND RELATED MATERIALS CAREFULLY. ANY
SAVINGS PLAN SHARES TENDERED BUT NOT PURCHASED WILL BE RETURNED TO THE
PARTICIPANT'S SAVINGS PLAN ACCOUNT.
STOCK PURCHASE PLAN. Participants in the Stock Purchase Plan who wish to
have American Stock Transfer & Trust Company, as custodian thereof (the "Stock
Purchase Plan Custodian"), tender all or part of the Shares in such
participant's account should so indicate by completing, executing and returning
to the Stock Purchase Plan Custodian the election form included with the
memorandum furnished to such participants.
THE PARTICIPANTS IN THE STOCK PURCHASE PLAN MAY NOT USE THE LETTER OF
TRANSMITTAL TO DIRECT THE TENDER OF THE STOCK PURCHASE PLAN SHARES, BUT MUST USE
THE SEPARATE ELECTION FORM ENCLOSED WITH THE MEMORANDUM TO PARTICIPANTS IN THE
TREDEGAR INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN. STOCK PURCHASE PLAN
PARTICIPANTS ARE URGED TO READ THE SEPARATE ELECTION FORM AND RELATED MATERIALS
CAREFULLY. ANY STOCK PURCHASE PLAN SHARES TENDERED BUT NOT PURCHASED WILL BE
RETURNED TO THE PARTICIPANT'S STOCK PURCHASE PLAN ACCOUNT.
12
<PAGE>
THE INFORMATION AGENT FOR THE OFFER IS:
[GEORGESON & COMPANY INC. LOGO]
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call
(212) 440-9800
ALL OTHERS CALL TOLL FREE
(800) 223-2064
THE DEPOSITARY FOR THE OFFER IS:
AMERICAN STOCK TRANSFER & TRUST COMPANY
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND/OVERNIGHT DELIVERY:
American Stock Transfer & Trust Co. (Eligible Institutions American Stock Transfer & Trust Co.
40 Wall Street, 46th Floor Only) 40 Wall Street, 46th Floor
New York, NY 10005 (718) 234-5001 New York, NY 10005
(Attention: Reorganization (Attention: Reorganization
Department) CONFIRM BY TELEPHONE: Department)
(718) 921-8200
FOR INFORMATION CALL:
(718) 921-8200
</TABLE>
THE DEALER MANAGERS FOR THE OFFER ARE:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
In New York State: (212) 902-1000 (collect)
Other Areas: (800) 323-5678 (toll free)
IMPORTANT: This Letter of Transmittal or a facsimile hereof (together with
certificates for the Shares being tendered and all other required documents), or
a Notice of Guaranteed Delivery must be received prior to 5:00 p.m., New York
City time, on the Expiration Date. SHAREHOLDERS ARE ENCOURAGED TO RETURN A
COMPLETED FORM W-9 WITH THEIR LETTER OF TRANSMITTAL.
13
<PAGE>
Form W-9
(Rev. January 1993)
Department of the Treasury Give this form to
Internal Revenue Service the requester. Do
NOT sent to IRS.
Request for Taxpayer
Identification Number and Certification
Name (if joint names, list first and circle the name of the person or
entity whose number you enter in Part I below. See instructions on
page 2 if your name has changed.)
Business name (Sole proprietors see instructions on page 2.) (If you
are exempt from backup withholding, complete this form and enter
"EXEMPT" in Part II below.)
Address (number and Street) List account number(s) here
(optional)
City, state, and ZIP code
Part I Taxpayer Identification Number Part II For Payees Exempt From Backup
(TIN) Withholding (See exempt Payees
and Payments on Page 2)
Enter your TIN in the appropriate box.
For individuals, this is your social
security number (SSN). For sole Requester's name and address
proprietors, see the instructions (optional)
on page 2. For other entities, it is your
employer identification number (EIN).
If you do not have a number, see How To
Obtain a TIN below.
Note: If the account is in more that one
name, see the chart on page 2 for guidelines on
whose number to enter.
Social security number:
OR
Employer identification
number
Certification.-Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer
identification number (or I am waiting for a number to be issued
to me), and
2. I am not subject to backup withholding because: (a) I am exempt
from backup withholding, or (b) I have not been notified by the
Internal Revenue Service that I am subject to backup withholding
as a result of a failure to report all interest or dividends, or
(c) the IRS has notified me that I am no longer subject to backup
withholding.
Certification Instructions.-You must cross out item 2 above if you
have been notified by the IRS that you are currently subject to backup
withholding because of underreporting interest or dividends on your
tax return. For real estate transactions, item 2 does not apply. For
mortgage interest paid, the acquisition or abandonment of secured
property, contributions to an individual retirement arrangement (IRA),
and generally payments other than interest and dividends, you are not
required to sign the Certification, but you must provide your correct
TIN. (Also see Signing the Certification on page 2.)
Sign
Here Signature Date
Section references are
to the Internal Revenue
Code.
Purpose of Form.-A person who is required to file an information return
with the IRS must obtain your correct TIN to report income paid to you,
real estate transactions, mortgage interest you paid, the acquisition or
abandonment of secured property, or contributions you made to an IRA.
Use Form W- 9 to furnish your correct TIN to the requester (the person
asking you to furnish your TIN) and, when applicable, (1) to certify
that the TIN you are furnishing is correct (or that you are waiting for
a number to be issued, (2) to certify that you are not subject to backup
withholding, and (3) to claim exemption from backup withholding if you
are an exempt payee. Furnishing your correct TIN and making the
appropriate certifications will prevent certain payments from being
subject to backup withholding.
Note: If a requester gives you a form other than a W-9 to request your
TIN, you must use the requester's form.
How To Obtain a TIN.-If you do not have a TIN, apply for one
immediately. To apply, get Form SS-5, Application for a Social Security
Card (for individuals), from your local office of the Social Security
Administration, or Form SS-4, Application for Employer Identification
Number (for businesses and all other entities), from your local IRS
office.
To complete Form W-9 if you do not have a TIN, write "Applied for" in
the space for the TIN in Part I, sign and date the form, and give it to
the requester. Generally, you will then have 60 days to obtain a TIN
and furnish it to the requester. If the requester does not receive your
TIN within 60 days, backup withholding, if applicable, will begin and
continue until you furnish your TIN to the requester. For reportable
interest or dividend payments, the payer must exercise one of the
following options concerning backup withholding during this 60-day
period. Under option (1), a payer must backup withhold on any
withdrawals you make from your account after 7 business days after the
requester receives this form back from you. Under option (2), the payer
must backup withhold on any reportable interest or dividend payments
made to your account, regardless of whether you make any withdrawals.
The backup withholding under option (2) must begin no later than 7
business days after the requester receives this form back. Under option
(2), the payer is required to refund the amounts withheld if your
certified TIN is received within the 60- day period and you were not
subject to backup withholding during that period.
Note: Writing "Applied for" on the form means that you have already
applied for a TIN OR that you intend to apply for one in the near
future.
As soon as you receive your TIN, complete another Form W-9, include
your TIN, sign and date the form, and give it to the requester.
What Is Backup Withholding?-Persons making certain payments to you after
1992 are required to withhold and pay to the IRS 31% of such payments
under certain conditions. This is called "backup withholding." Payments
that could be subject to backup withholding include interest, dividends,
broker and barter exchange transactions, rents, royalties, nonemployee
compensation, and certain payments from fishing boat operators, but do
not include real estate transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on
your tax return, your payments will not be subject to backup
withholding. Payments you receive will be subject to backup withholding
if:
1. You do not furnish your TIN to the requester, or
2. The IRS notifies the requester that you furnished an incorrect
TIN, or
3. You are notified by the IRS that you are subject to backup
withholding because you failed to report all your interest and dividends
on your tax return (for reportable interest and dividends only), or
4. You do not certify to the requester that you are not subject to
backup withholding under 3 above (for reportable interest and dividend
accounts opened after 1983 only), or
5. You do not certify your TIN. This applies only to reportable
interest, dividend, broker, or barter exchange accounts opened after
1983, or broker accounts considered inactive in 1983.
Except as explained in 5 above, other reportable payments are subject
to backup withholding only if 1 or 2 above applies. Certain payees and
payments are exempt from backup withholding and information reporting.
See Payees and Payments Exempt From Backup Withholding, below, and
Exempt Payees and Payments under Specific Instructions, below, if you
are an exempt payee.
Payees and Payments Exempt From Backup Withholding.-The following is a
list of payees exempt from backup withholding and for which no
information reporting is required. For interest and dividends, all
listed payees are exempt except item (9). For broker transactions,
payees listed in (1) through (13) and a person registered under the
Investment Advisers Act of 1940 who regularly acts as a broker are
exempt. Payments subject to reporting under sections 6041 and 6041A are
generally exempt from backup withholding only if made to payees
described in items (1) through (7), except a corporation that provides
medical and health care services or bills and collects payments for such
services is not exempt from backup withholding or information reporting.
Only payees described in items (2) through (6) are exempt from backup
withholding for barter exchange transactions, patronage dividends, and
payments by certain fishing boat operators.
(1) A corporation. (2) An organization exempt from tax under section
501(a), or an IRA, or a custodial account under section 403(b)(7). (3)
The United States or any of its agencies or instrumentalities. (4) A
state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities. (5) A foreign
government or any of its political subdivisions, agencies, or
instrumentalities. (6) An international organization or any of its
agencies or instrumentalities. (7) A foreign central bank of issue. (8)
A dealer in securities or commodities required to register in the United
States or a possession of the United States. (9) A futures commission
merchant registered with the Commodity Futures Trading Commission. (10)
A real estate investment trust. (11) An entity registered at all times
during the tax year under the Investment Company Act of 1940. (12) A
common trust fund operated by a bank under section 584(a). (13) A
financial institution. (14) A middleman known in the investment
community as a nominee or listed in the most recent publication of the
American Society of Corporate Secretaries, Inc., Nominee List. (15) A
trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends generally not subject to
backup withholding include the following:
(bullet) Payments to nonresidents aliens subject to withholding under
section 1441.
(bullet) Payments to partnerships not engaged in a trade or business in
the United States and that have at least one nonresident partner.
(bullet) Payments of patronage dividends not paid in money.
(bullet) Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding
include the following:
(bullet) Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600
or more and is paid in the course of the payer's trade or business and
you have not provided your correct TIN to the payer.
(bullet) Payments of tax- exempt interest (including exempt- interest
dividends under section 852).
(bullet) Payments described in section 6049(b)(5) to nonresident
aliens.
(bullet) Payments on tax-free covenant bonds under section 1451.
(bullet) Payments made by certain foreign organizations.
(bullet) Mortgage interest paid by you.
Payments that are not subject to information reporting are also not
subject to backup withholding. For details, see sections 6041,
6041A(a), 6042, 6044, 6045, 6049, 6050A, and 6050N, and their
regulations.
Penalties
Failure to Furnish TIN.- If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure
unless your failure is due to reasonable cause and not to willful
neglect.
Civil Penalty for False Information With Respect to Withholding.-If you
make a false statement with no reasonable basis that results in no
backup withholding, you are subject to a $500 penalty.
Criminal Penalty for Falsifying Information.-Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
Misuse of TINs.-If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal
penalties.
Specific Instructions
Name.-If you are an individual, you must generally provide the name
shown on your social security card. However, if you have changed your
last name, for instance, due to marriage, without informing the Social
Security Administration of the name change, please enter your first
name, the last name shown on your social security card, and your new
last name.
If you are a sole proprietor, you must furnish your individual name
and either your SSN or EIN. You may also enter your business name or
"doing business as" name on the business name line. Enter your name(s)
as shown on your social security card and/or as it was used to apply for
EIN on Form SS-4.
Signing the Certification.-
1. Interest, Dividend, and Barter Exchange Accounts Opened Before 1984
and Broker Accounts Considered Active During 1983. You are required to
furnish your correct TIN, but you are not required to sign the
certification.
2. Interest, Dividend, Broker, and Barter Exchange Accounts Opened
After 1983 and Broker Accounts Considered Inactive During 1983. You must
sign the certification or backup withholding will apply. If you are
subject to backup withholding and you are merely providing your correct
TIN to the requester, you must cross out item 2 in the certification
before signing the form.
3. Real Estate Transactions. You must sign the certification. You may
cross item 2 of the certification.
4. Other Payments. You are required to furnish your correct TIN, but
you are not required to sign the certification unless you have been
notified of an incorrect TIN. Other payments include payments made in
the course of the requester's trade or business for rents, royalties,
goods (other than bills for merchandise), medical and health care
services, payments to a nonemployee for services (including attorney and
accounting fees), and payments to certain fishing boat crew members.
5. Mortgage Interest Paid by You, Acquisition or Abandonment of
Secured Property, or IRA Contributions. You are required to furnish
your correct TIN, but you are not required to sign the certification.
6. Exempt Payees and Payments. If you are exempt from backup
withholding, you should complete this form to avoid possible erroneous
backup withholding. Enter your correct TIN in Part I, write "EXEMPT" in
the block in Part II, and sign and date the form. If you are a
nonresident alien or foreign entity not subject to backup withholding,
give the requester a completed Form W-8, Certificate of Foreign Status.
7. TIN "Applied for." Follow the instructions under How To Obtain a
TIN, on page 1, and sign and date this form.
Signature.-For a joint account, only the person whose TIN is shown in
Part I should sign.
Privacy Act Notice.-Section 6109 requires you to furnish your correct
TIN to persons who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you, mortgage
interest you paid, the acquisition or abandonment of secured property,
or contributions you made to an IRA. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax
return. You must provide your TIN whether or not you are required to
file a tax return. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not
furnish a TIN to a payer. Certain penalties may also apply.
What Name and Number To
Give The Requester
For this type of
account: Give name and SSN of
1. Individual The individual
2. Two or more The actual owner of the
individuals (joint account or, if combined
account) funds, the first individual
on the account1
3. Custodian account of The minor2
a minor (Uniform Gift
to Minors Act)
4. a. The usual The grantor-trustee1
revocable
savings
trust (grantor
is also trustee)
b. So-called trust The actual owner1
account that
is not a legal or
valid trust
under state law
5. Sole proprietorship The owner3
6. Sole proprietorship The owner3
7. A valid trust, estate, Legal entity4
or pension trust
8. Corporate The corporation
9. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt organization
10. Partnership The partnership
11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
Department of
Agriculture in the
name of a public entity
(such as a state or
local government, school
district, or prison) that
receives agricultural
program payments
1 List first and circle the name of the person whose number you furnish.
2 Circle the minor's name and furnish the minor's SSN.
3 Show your individual name. You may also enter your business name.
You may use your SSN or EIN.
4 List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN of the personal representative or
trustee unless the legal entity itself is not designated in the account
title.)
Note: If no name is circled when there is more than one name, the
number will be considered to be that of the first name listed.
<PAGE>
May 3, 1995
TO PARTICIPANTS IN THE SAVINGS PLAN FOR
THE EMPLOYEES OF TREDEGAR INDUSTRIES, INC.
As a participant in Tredegar Industries' Savings Plan, you should have
previously received a package of information regarding the offer by Tredegar to
purchase up to 1,000,000 shares of its common stock (the "Shares") from existing
shareholders.
The memorandum to Savings Plan participants and election form (the
"Election Form") previously mailed to you indicated the number of Shares
allocated to your Savings Plan accounts as of April 17, 1995, the commencement
date of the offer to purchase. Since April 17th, additional shares have been
allocated to your Savings Plan accounts. Enclosed is a second Election Form that
indicates the number of Shares allocated to your Savings Plan accounts since
April 17th. Please note that the number of Shares reflected in the enclosed
Election Form are in addition to the number of Shares indicated on the Election
Form previously distributed to you. If you desire, you may use one Election Form
to tender all or any portion of your Shares held in the Savings Plan, including
the Shares allocated since April 17th.
In addition to the Election Form, a second copy of the offer to purchase
and the accompanying letter to Savings Plan participants are enclosed. With the
exception of the number of Shares indicated on the Election Form, these
materials are exactly the same as those sent to you in the prior package.
Again, if you have any questions regarding the offer to purchase, please
call Georgeson & Company at (800) 223-2064.
Sincerely,
John D. Gottwald
President and Chief Executive Officer
