TREDEGAR INDUSTRIES INC
10-Q, 1996-05-10
PLASTICS PRODUCTS, NEC
Previous: SOUTHERN CRESCENT FINANCIAL CORP, 10-Q, 1996-05-10
Next: TECHNOLOGY FUNDING VENTURE PARTNERS V, 10-Q, 1996-05-10



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM 10-Q

(Mark One)

 ___              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
/ X /             OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 1996

                                       OR

 ___              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
/   /             OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from                          to
                               -----------------------      --------------------

                         Commission file number 1-10258

                            Tredegar Industries, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                  Virginia                                54-1497771
- ---------------------------------------     ------------------------------------
      (State or Other Jurisdiction of                  (I.R.S. Employer
       Incorporation or Organization)                 Identification No.)

1100 Boulders Parkway
Richmond, Virginia                                           23225
- ---------------------------------------      -----------------------------------
(Address of Principal Executive Offices)                  (Zip Code)

Registrant's telephone number, including area code:  (804) 330-1000

     Indicate by check whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No
                                            ----
     The number of shares of Common Stock, no par value, outstanding as of April
30, 1996: 12,196,488
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.
<TABLE>

                            Tredegar Industries, Inc.
                           Consolidated Balance Sheets
                                 (In Thousands)
                                   (Unaudited)

<CAPTION>

                                                            March 31,   Dec. 31,
                                                              1996        1995
                                                            ---------   --------
<S>                                                         <C>         <C>
Assets
Current assets:
    Cash and cash equivalents                               $ 63,721    $  2,145
    Accounts and notes receivable                             61,794      71,673
    Inventories                                               17,516      33,148
    Income taxes recoverable                                    --         2,179
    Deferred income taxes                                     16,459      14,882
    Prepaid expenses and other                                 2,792       2,375
    Net assets of Brudi held for sale                         18,192        --
                                                            --------    --------
        Total current assets                                 180,474     126,402
                                                            --------    --------
Property, plant and equipment, at cost                       256,392     326,526
Less accumulated depreciation and amortization               164,155     204,074
                                                            --------    --------
        Net property, plant and equipment                     92,237     122,452
                                                            --------    --------
Other assets and deferred charges                             35,606      35,186
Goodwill and other intangibles                                19,831      30,012
                                                            ========    ========
        Total assets                                        $328,148    $314,052
                                                            ========    ========

Liabilities and Shareholders' Equity
Current liabilities:
    Accounts payable                                        $ 28,101    $ 31,105
    Accrued expenses                                          36,392      38,648
    Income taxes payable                                       6,868        --
                                                            --------    --------
        Total current liabilities                             71,361      69,753
Long-term debt                                                35,000      35,000
Deferred income taxes                                         19,545      22,218
Other noncurrent liabilities                                  15,926      16,560
                                                            --------    --------
        Total liabilities                                    141,832     143,531
                                                            --------    --------
Shareholders' equity:
    Common stock, no par value                               113,119     112,908
    Foreign currency translation adjustment                      413         445
    Retained earnings                                         72,784      57,168
                                                            --------    --------
        Total shareholders' equity                           186,316     170,521
                                                            --------    --------
        Total liabilities and shareholders' equity          $328,148    $314,052
                                                            ========    ========

</TABLE>

                See accompanying notes to financial statements.
<PAGE>
<TABLE>

                            Tredegar Industries, Inc.
                        Consolidated Statements of Income
                                 (In Thousands)
                                   (Unaudited)

<CAPTION>
                                                               Three Months
                                                              Ended March 31
                                                        ------------------------
                                                             1996        1995
                                                        ------------ -----------

<S>                                                    <C>            <C>     
Revenues:
    Net sales                                          $ 141,387      $ 151,083
    Other income (expenses), net                            (383)          (101)
                                                       ---------      ---------
        Total                                            141,004        150,982
                                                       ---------      ---------

Costs and expenses:
    Cost of goods sold                                   113,734        128,005
    Selling, general and administrative                   11,220         12,421
    Research and development                               2,429          1,970
    Interest                                                 650            723
    Unusual items                                        (10,747)           650
                                                       ---------      ---------
        Total                                            117,286        143,769
                                                       ---------      ---------
Income before income taxes                                23,718          7,213
Income taxes                                               7,371          2,768
                                                       ---------      ---------
Net income                                             $  16,347      $   4,445
                                                       =========      =========

Earnings per common and dilutive common
    equivalent share                                   $    1.27      $    0.33
                                                       =========      =========

Shares used to compute earnings per
    common and dilutive common equivalent
    share                                                 12,877         13,512
                                                       =========      =========
</TABLE>

                See accompanying notes to financial statements.

<PAGE>
<TABLE>
                                    Tredegar Industries, Inc.
                     Consolidated Statements of Cash Flows
                                 (In Thousands)
                                  (Unaudited)
<CAPTION>

                                                               Three Months
                                                              Ended March 31
                                                         -----------------------
                                                             1996        1995
                                                         ------------ ----------
<S>                                                        <C>         <C>
Cash flows from operating activities:
    Net income                                             $ 16,347    $  4,445
    Adjustments for noncash items:
        Depreciation                                          6,047       5,755
        Amortization of intangibles                             143         148
        Deferred income taxes                                (2,623)      1,104
        Accrued pension income and postretirement
           benefits                                            (401)       (453)
        Pretax gain on the sale of Molded Products          (19,893)       --
        Pretax loss on the expected sale of Brudi             9,146        --
    Changes in assets and  liabilities,  net of effects  from  divestitures  and
        acquisition:
        Accounts and notes receivable                        (5,875)    (14,873)
        Inventories                                           1,638       3,873
        Income taxes recoverable                              2,179       1,404
        Prepaid expenses and other                             (617)     (2,113)
        Accounts payable                                      2,911       8,002
        Accrued expenses and income taxes payable             6,805         269
    Other, net                                                  141        (997)
                                                           --------    --------
        Net cash provided by operating activities            15,948       6,564
                                                           --------    --------
Cash flows from investing activities:
    Capital expenditures                                     (7,817)     (3,970)
    Acquisition (net of $358 cash acquired)                    --        (3,637)
    Investments                                                 (50)       (800)
    Property disposals                                           43         175
    Proceeds from the sale of Molded Products
        (net of transaction costs of $3,527)                 53,973        --
    Other, net                                                   28         155
                                                           --------    --------
        Net cash provided by (used in) investing
           activities                                        46,177      (8,077)
                                                           --------    --------
Cash flows from financing activities:
    Dividends paid                                             (731)       (542)
    Net decrease in borrowings                                 --        (2,500)
    Other, net                                                  182         520
                                                           --------    --------
        Net cash used in financing activities                  (549)     (2,522)
                                                           --------    --------
Increase (decrease) in cash and cash equivalents             61,576      (4,035)
Cash and cash equivalents at beginning of period              2,145       9,036
                                                           ========    ========
Cash and cash equivalents at end of period                 $ 63,721    $  5,001
                                                           ========    ========
</TABLE>
<PAGE>

                            TREDEGAR INDUSTRIES, INC
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Unaudited)


     1.   In the opinion of management,  the accompanying consolidated financial
          statements of Tredegar Industries,  Inc. and Subsidiaries ("Tredegar")
          contain all adjustments  necessary to present fairly,  in all material
          respects,  Tredegar's  consolidated financial position as of March 31,
          1996, and the consolidated  results of their operations and their cash
          flows for the three  months  ended March 31,  1996 and 1995.  All such
          adjustments  are  deemed  to be of a normal  recurring  nature.  These
          financial   statements   should  be  read  in  conjunction   with  the
          consolidated  financial  statements  and  notes  thereto  included  in
          Tredegar's  Annual Report on Form 10-K for the year ended December 31,
          1995.  The results of operations  for the three months ended March 31,
          1996, are not necessarily indicative of the results to be expected for
          the full year.

     2.   On March 29, 1996,  Tredegar sold all of the outstanding capital stock
          of its injection molding subsidiary, Tredegar Molded Products Company,
          including  Polestar Plastics  Manufacturing  Company (together "Molded
          Products"),   to  Precise  Technology,   Inc.   ("Precise")  for  cash
          consideration  of  $57.5  million.  In  addition,   Tredegar  received
          unregistered  cumulative  redeemable preferred stock of Precise with a
          face  amount  of $2.5  million,  which  is not  currently  marketable.
          Dividends on the  preferred  stock are payable  quarterly at an annual
          rate of 7% beginning June 30, 1996. The preferred  stock is redeemable
          in full on March 29, 2007 or earlier  upon the  occurrence  of certain
          events.  Both  dividends  and  redemption  are  subordinated  to other
          outstanding debt of Precise.

          No value has been assigned by Tredegar to the preferred stock received
          from  Precise  due  to  the  uncertainty  of  redemption.   Consistent
          therewith,  dividend  income on such stock will not be  recognized  by
          Tredegar until received.

          Proceeds  from the sale of Molded  Products  will be  invested in cash
          equivalents  until  other  opportunities,  in existing  businesses  or
          elsewhere, are identified.

          Tredegar  recognized  a gain of $19.9  million  ($13.7  million  after
          income  taxes) on the sale of Molded  Products in the first quarter of
          1996. The gain was partially offset by a first-quarter  charge of $9.1
          million  ($5.7  million  after  income  tax  benefits)  related  to an
          anticipated  loss on  Tredegar's  divestiture  of Brudi,  Inc. and its
          subsidiaries (together "Brudi"), which is expected to occur during the
          second  quarter of 1996.  The Brudi charge  includes a $1 million loss
          accrued for  payments  remaining  under a  noncompetition  and secrecy
          agreement  entered into when Tredegar acquired Brudi on April 1, 1991.
          As of March 31, 1996, Brudi had net assets of $18.2 million (stated at
          estimated proceeds from expected disposal less cost to sell).

          Additional  information on the sales and operating  results for Molded
          Products  and Brudi is  provided  in Note 3 on page 6 and the  segment
          tables on page 9.
<PAGE>

     3.   Historical  and pro forma net  income  and  earnings  per  common  and
          dilutive common equivalent share, adjusted for unusual items affecting
          the  comparability  of operating  results and the pro forma effects of
          the Molded  Products sale and the expected  divestiture  of Brudi (see
          Note 2 on page 5), are presented below:

<TABLE>
<CAPTION>

                                                                         (In Thousands Except Per-Share
                                                                                    Amounts)

                                                                        Three Months            Year Ended
                                                                       Ended March 31            Dec. 31,
                                                                 -------------------------      ----------
                                                                    1996            1995           1995
                                                                 ---------       ---------      ----------
<S>                                                              <C>             <C>             <C>
Historical net income as reported                                $ 16,347        $  4,445        $ 24,053
After-tax effects of unusual items:
    Combined net gain on the sale of Molded
        Products and the expected divestiture of Brudi             (8,059)           --              --
    Gain on sale of Regal Cinema shares                              --              --              (451)
    APPX Software restructuring charge                               --             1,560           1,560
    Recovery in connection with a Film Products
        product liability lawsuit                                    --            (1,068)         (1,068)
                                                                                 --------        --------        -----
Historical net income as adjusted for unusual items                 8,288           4,937          24,094
Pro forma adjustments:
    Combined after-tax operating profit of Molded
        Products and Brudi                                           (737)            (17)         (1,696)
    Reduction of Tredegar's after-tax cost for certain
        benefit plans due to the curtailment of
        participation by Molded Products employees                    161             133             531
    After-tax interest income on assumed investment
        in cash equivalents of expected after-tax
        divestiture proceeds at an annual rate of
        5.40%, 5.95% and 5.90%, respectively                          571             625           2,478
                                                                                 --------        --------        -----
Pro forma net income as adjusted for unusual items
    and the pro forma effects of the Molded Products
    sale and the expected divestiture of Brudi                   $  8,283        $  5,678        $ 25,407
                                                                                 ========        ========        =====

Earnings per common and dilutive common
    equivalent share (adjusted for 3-for-2 stock split
    effective January 1, 1996):
    As reported                                                  $    1.27       $   0.33        $   1.80
    As adjusted for unusual items                                     0.64           0.36            1.80
    Pro forma as adjusted for unusual items and the
        pro forma effects of the Molded Products sale
        and the expected divestiture of Brudi                         0.64           0.42            1.90

</TABLE>
          The pro forma operating  results  presented above assume that Tredegar
          sold Molded  Products and Brudi at the  beginning of the periods shown
          and invested related  after-tax  proceeds of approximately $48 million
          and $21  million,  respectively,  in cash  equivalents.  The pro forma
          financial  information  is  unaudited  and  does  not  purport  to  be
          indicative of the future results or financial  position of Tredegar or
          the net income and financial  position  that would  actually have been
          attained had the divestitures  occurred on the dates or for the period
          indicated.


<PAGE>



4.       The components of inventories are as follows:
<TABLE>
<CAPTION>

                                                         (In Thousands)
                                                     March 31           Dec. 31
                                                       1996               1995
                                                     --------           --------
           <S>                                        <C>                <C> 
  
           Finished goods                             $ 2,065            $ 4,619
           Work-in-process                              1,324              4,217
           Raw materials                                7,728             17,946
           Stores, supplies and other                   6,399              6,366
                                                      =======            =======
               Total                                  $17,516            $33,148
                                                ==============     =============
</TABLE>

          The decline in  inventory  during the period is due  primarily  to the
          sale of Molded  Products on March 29, 1996,and the  classification  in
          current  assets at March 31, 1996, of the net assets of Brudi expected
          to be sold during the second quarter of 1996 (see Note 2 on page 5).

5.        Interest  payments  (net of amount  capitalized)  for the three months
          ended March 31, 1996 and 1995 were $20,000 and $84,000,  respectively.
          Income tax  payments  (net) for the three  months ended March 31, 1996
          and 1995 were $700,000 and $1.8 million, respectively.



<PAGE>



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

                              Results of Operations

               First Quarter 1996 Compared with First Quarter 1995

     Net  income for the first  quarter  of 1996 was $16.3  million or $1.27 per
share,  up from $4.4 million or 33 cents per share in the first quarter of 1995.
Unusual  items   recognized   in  the  first  quarter  of  1996   affecting  the
comparability  of  operating  results  include  a gain of $19.9  million  ($13.7
million  after income  taxes) on the sale of Molded  Products on March 29, 1996,
partially  offset by a charge of $9.1  million  ($5.7  million  after income tax
benefits)  related to an  anticipated  loss on Tredegar's  divestiture of Brudi,
which is expected to occur during the second quarter of 1996 (see Note 2 on page
5 and Note 3 on page 6).  Unusual items  recognized in the first quarter of 1995
affecting  the  comparability  of  operating  results  include  a charge of $2.4
million ($1.6 million after income tax benefits) for the  restructuring  of APPX
Software and a recovery of $1.75  million  ($1.1  million  after  income  taxes)
related to a final judgment in connection with a Film Products product liability
lawsuit.

     Net income  excluding  unusual items for the first quarter of 1996 was $8.3
million or 64 cents per share, up from $4.9 million or 36 cents per share in the
first  quarter of 1995.  The improved  results  were driven  primarily by higher
volume in domestic and foreign  disposable  films (mainly films used in personal
hygiene  products),  and cost  reductions and quality  improvements  in Aluminum
Extrusions.

     First-quarter  net sales  decreased by 6.4% in 1996 due  primarily to lower
selling prices,  reflecting  lower plastic resin and aluminum  costs,  and lower
volume in Aluminum  Extrusions,  partially offset by higher volume of disposable
films.

     The gross profit margin during the first quarter of 1996 increased to 19.6%
from 15.3% in 1995 due to higher disposable films volume and lower plastic resin
costs in Film Products,  cost  reductions and quality  improvements  in Aluminum
Extrusions, and improved profitability at Brudi and Molded Products.

     Selling,  general and administrative  expenses decreased by $1.2 million or
9.7% due primarily to cost  reductions at APPX Software and Molded  Products and
lower bad debt expenses and sales commissions in Aluminum Extrusions,  partially
offset by selling,  general and administrative  expenses from the plastics films
business acquired in Argentina in March 1995.

     Research  and  development  expenses  increased by $459,000 or 23.3% due to
higher  product  development  spending at Film  Products and higher  spending at
Molecumetics.

     Interest  expense  declined due to lower revolving credit facility fees and
slightly lower average debt outstanding.

     The effective tax rate excluding unusual items declined to 36.1% from 37.2%
due  primarily to a lower  effective  state income tax rate from  proportionally
higher  domestic  income in states with lower tax rates,  a reduction of certain
losses not  deductible for state income tax purposes and  proportionally  higher
foreign income.

                                       
<PAGE>

                                 Segment Results

     The following  tables present  Tredegar's net sales and operating profit by
segment for the three months ended March 31, 1996 and 1995.
<TABLE>

                              Net Sales by Segment
                                 (In Thousands)
                                   (Unaudited)
<CAPTION>

                                           Three Months         Favorable
                                          Ended March 31         (Unfav.)
                                     ------------------------
                                        1996          1995      % Change
                                     ---------      --------    --------
<S>                                  <C>            <C>            <C>

Plastics:
    Film Products and Fiberlux       $ 59,457       $ 60,907        (2.4)
    Molded Products                    21,131         21,727        (2.7)
Metal Products:
    Aluminum Extrusions                52,916         59,547       (11.1)
    Brudi                               7,512          8,524       (11.9)
Technology                                371            378        (1.9)
                                     ========       ========      ======
Total net sales                      $141,387       $151,083        (6.4)
                                     ========       ========      ======
</TABLE>
<TABLE>

                          Operating Profit by Segment
                                 (In Thousands)
                                  (Unaudited)
<CAPTION>

                                               Three Months            Favorable
                                              Ended March 31           (Unfav.)
                                         ------------------------
                                           1996          1995          % Change
                                         --------      ---------       ---------
<S>                                      <C>           <C>              <C>

Plastics:
    Film Products and Fiberlux           $ 11,045      $  8,897            24.1
    Molded Products                         1,011           398           154.0
    Unusual items (a)                      19,893         1,750         1,036.7
                                         --------      --------         --------
                                           31,949        11,045           189.3
                                         --------      --------         --------
Metal Products:
    Aluminum Extrusions                     4,976         3,627            37.2
    Brudi                                     223          (302)           --
    Unusual items (b)                      (9,146)         --              --
                                         --------      --------         --------
                                           (3,947)        3,325            --
                                         --------      --------         --------
Technology:
    Ongoing operations                     (1,245)       (1,655)           24.8
    Unusual items (c)                        --          (2,400)          100.0
                                         --------      --------         --------
                                           (1,245)       (4,055)           69.3
                                         --------      --------         --------
    Total operating profit                 26,757        10,315           159.4
Interest expense                              650           723            10.1
Corporate expenses, net                     2,389         2,379            (0.4)
                                         --------      --------         --------
Income before income taxes                 23,718         7,213           228.8
Income taxes                                7,371         2,768          (166.3)
                                         ========      ========         ========
Net income (d)                           $ 16,347      $  4,445           267.8
                                         ========      ========         ========

</TABLE>

<PAGE>


     Notes to Segment Tables:

     (a)  Includes a pretax gain  recognized in the first quarter of 1996 on the
          sale of Molded Products and a recovery recognized in the first quarter
          of 1995 related to a final judgment in connection with a Film Products
          product liability lawsuit (see Note 2 on page 5 and Note 3 on page 6)

     (b)  Represents  a pretax  charge for the  anticipated  loss on  Tredegar's
          divestiture  of Brudi,  which is expected  to occur  during the second
          quarter of 1996 (see Note 2 on page 5 and Note 3 on page 6).

     (c)  Represents a pretax charge for the restructuring of APPX Software (see
          Note 3 on page 6).

     (d)  See Note 3 on page 6 for  historical  and pro  forma  net  income  and
          earnings per common and dilutive common  equivalent share adjusted for
          unusual items affecting the comparability of operating results and the
          pro  forma  effects  of the  Molded  Products  sale  and the  expected
          divestiture of Brudi.


         Sales in Film Products  decreased  during the first quarter of 1996 due
to lower selling prices,  reflecting lower plastic resin costs, partially offset
by higher  volume in domestic and foreign  disposable  films.  Operating  profit
improved in Film Products due to higher  disposable films volume and lower resin
costs,  partially offset by startup costs associated with nonwoven film laminate
(cloth-like)  backsheet  production.  Sales also declined in Molded Products and
Fiberlux,  reflecting  lower  selling  prices  and  raw  material  costs,  while
operating profits and margins improved.

         Sales in Aluminum  Extrusions declined during the first quarter of 1996
by 11.1%  due to lower  volume  (down  7.1%)  and lower  selling  prices,  which
reflected lower aluminum costs.  Operating  profit  increased by $1.3 million or
37.2%  due  to  higher  margins  resulting  from  lower  aluminum  costs,  sales
commissions and bad debt expenses and quality improvements. Brudi sales declined
while  operating  profit  improved  due to lower bad debt  expenses  and  higher
margins.

         Ongoing Technology segment losses declined by $410,000 during the first
quarter of 1996 due to the  restructuring of APPX Software,  partially offset by
higher research and development spending at Molecumetics.

                         Liquidity and Capital Resources

         Tredegar's  total assets increased to $328.1 million at March 31, 1996,
from $314.1 million at December 31, 1995, due to the sale of Molded Products for
cash  consideration  of $57.5 million,  which was $13.3 million greater than the
book  value of its  assets at  December  31,  1995.  Accounts  payable,  accrued
expenses,  deferred income taxes and other noncurrent  liabilities declined from
December 31, 1995 to March 31, 1996, due to the sale of Molded  Products and the
classification  in current  assets at March 31, 1996, of the net assets of Brudi
expected to be sold during the second  quarter of 1996.  Income taxes payable of
$6.9 million  primarily  reflects the income taxes due on the gain from the sale
of Molded Products, which are expected to paid by June 15, 1996.

         Debt at March  31,  1996 and  December  31,  1995,  consisted  of a $35
million,  7.2% note  maturing  in June 2003  (annual  principal  payments  of $5
million will begin in June 1997). At March 31, 1996,  Tredegar had cash and cash
equivalents  in excess of debt of $28.7  million,  compared to net debt (debt in
excess of cash and cash equivalents) of $32.9 million at December 31, 1995.


<PAGE>

         Net  cash  provided  by  operating  activities  in  excess  of  capital
expenditures  and  dividends  increased to $7.4 million in the first  quarter of
1996 from $2.1 million in 1995 due to improved  operating results and the timing
of income tax payments  (including income taxes due on the gain from the sale of
Molded  Products),  partially  offset by higher  capital  expenditures.  For the
quarter  ended March 31, 1996,  capital  expenditures  of $7.8 million  exceeded
depreciation  and  prior-period  capital  expenditures  by $1.8 million and $3.9
million,  respectively,  due to capital additions for new nonwoven film laminate
capacity,  expansion of permeable  film  capacity in Europe and Brazil,  and the
initial  phases of a  modernization  program  to  upgrade  certain  areas of the
aluminum extrusions facility in Newnan,  Georgia.  Approximately $4.2 million is
expected to be spent on the Newnan program in 1996 and 1997,  most of which will
occur in 1996.

         The $7.4 million of excess cash  generated  during the first quarter of
1996  combined  with the $2.1  million  cash and  cash  equivalents  balance  at
December 31, 1995,  the proceeds  from the sale of Molded  Products ($54 million
after  transaction  costs) and cash from  property  disposals  and other sources
($200,000),  resulted in a $63.7  million cash and cash  equivalents  balance at
March 31, 1996.



<PAGE>



PART II -         OTHER INFORMATION


Item 6.           Exhibits and Reports on Form 8-K.

     (a)          Exhibit No.

                  11       Statement re computation of earnings per share

                  27       Financial Data Schedule

     (b)          Reports on Form 8-K.

                  On  March  29,  1996,  Tredegar  sold  all of the  outstanding
                  capital stock of its injection  molding  subsidiary,  Tredegar
                  Molded   Products   Company,   including   Polestar   Plastics
                  Manufacturing Company (together "Molded Products"), to Precise
                  Technology,  Inc.  ("Precise") for cash consideration of $57.5
                  million.   In   addition,   Tredegar   received   unregistered
                  cumulative  redeemable  preferred stock of Precise with a face
                  amount of $2.5  million,  which is not  currently  marketable.
                  Dividends on the preferred  stock are payable  quarterly at an
                  annual rate of 7%  beginning  June 30,  1996.  Included in the
                  Form 8-K was pro forma  financial  information  reflecting the
                  divestiture of Molded Products.





<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       Tredegar Industries, Inc.
                                       (Registrant)



Date:       May 10, 1996               /s/ N. A. Scher
            ---------------------    -------------------------------------------
                                     Norman A. Scher  
                                     Executive Vice President,
                                     Treasurer and Chief Financial
                                     Officer (Principal Financial
                                     Officer)

Date:       May 10, 1996              /s/ D. Andrew Edwards
            ---------------------    -------------------------------------------
                                     D. Andrew Edwards
                                     Corporate Controller
                                     (Principal Accounting Officer)




<PAGE>



                                  EXHIBIT INDEX


Exhibit No.          Description

       11            Statement re computation of earnings per share

       27            Financial Data Schedule


<PAGE>



                 Exhibit 11 - Computations of Earnings Per Share
                   Tredegar Industries, Inc. and Subsidiaries
                    (In Thousands, Except Per-Share Amounts)
                                   (Unaudited)

                                                                Three Months
                                                               Ended March 31
                                                            --------------------
                                                              1996        1995
                                                            -------      -------

Net income                                                  $16,347      $ 4,445
                                                            =======      =======

Earnings per common and dilutive common
     equivalent share as reported (1)                       $  1.27      $  0.33
                                                            =======      =======

PRIMARY EARNINGS PER SHARE:
Shares issuable upon the assumed exercise
     of outstanding stock options (2)                           690          230
Weighted average common shares outstanding
     during period                                           12,187       13,512
                                                            -------      -------
Weighted average common and dilutive common
     equivalent shares                                       12,877       13,742
                                                            =======      =======

Primary earnings per share (1)                              $  1.27      $  0.32
                                                            =======      =======

FULLY DILUTED EARNINGS PER SHARE:
Shares issuable upon the assumed exercise
     of outstanding stock options (3)                           690          312
Weighted average common shares outstanding
     during period                                           12,187       13,512
                                                            -------      -------
Weighted average common and dilutive common    
    equivalent shares                                        12,877       13,824
                                                            =======      =======

Fully diluted earnings per share (3)                        $  1.27      $  0.32
                                                            =======      =======


Notes to Exhibit 11:
(1)      Shares  used  to  compute  earnings  per  common  and  dilutive  common
         equivalent share include common stock equivalents for the first quarter
         ended March 31, 1996.  Common stock equivalents were not dilutive by 3%
         or more during the first  quarter  ended March 31, 1995,  and therefore
         were excluded from the  computation of earnings per common and dilutive
         common  equivalent  share  reported in the  consolidated  statements of
         income for that period.
(2)      Computed using the average market price during the related period.
(3)      Computed  using the  higher of the  average  market  price  during  the
         related  period and the market price at the end of the related  period.
         Fully diluted earnings per common and dilutive common  equivalent share
         is not materially  different (dilutive by 3% or more) from earnings per
         common  and  dilutive   common   equivalent   share   reported  in  the
         consolidated statements of income.

<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS UNAUDITED SUMMARY FINANCIAL INFORMATION OR TREDEGAR
INDUSTRIES, INC. AND SUBSIDIARIES EXTRACTED FROM THE BALANCE SHEET FOR THE
PERIOD ENDED MARCH 31, 1996 AND THE STATEMENT OF INCOME FOR THE THREE
MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          63,721
<SECURITIES>                                         0
<RECEIVABLES>                                   65,699
<ALLOWANCES>                                     3,905
<INVENTORY>                                     17,516
<CURRENT-ASSETS>                               180,474
<PP&E>                                         256,392
<DEPRECIATION>                                 164,155
<TOTAL-ASSETS>                                 328,148
<CURRENT-LIABILITIES>                           71,361
<BONDS>                                         35,000
                                0
                                          0
<COMMON>                                       113,119
<OTHER-SE>                                      73,197
<TOTAL-LIABILITY-AND-EQUITY>                   328,148
<SALES>                                        141,387
<TOTAL-REVENUES>                               141,004
<CGS>                                          113,734
<TOTAL-COSTS>                                  113,734
<OTHER-EXPENSES>                                 2,816
<LOSS-PROVISION>                                    86
<INTEREST-EXPENSE>                                 650
<INCOME-PRETAX>                                 23,718
<INCOME-TAX>                                     7,371
<INCOME-CONTINUING>                             16,347
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    16,347
<EPS-PRIMARY>                                     1.27
<EPS-DILUTED>                                     0.00
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission