SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TREDEGAR INDUSTRIES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
TREDEGAR INDUSTRIES, INC.
1100 BOULDERS PARKWAY
RICHMOND, VIRGINIA 23225
[TREDEGAR INDUSTRIES LOGO]
ANNUAL MEETING OF SHAREHOLDERS
MARCH 29, 1996
TO THE SHAREHOLDERS:
We invite you to attend the Annual Meeting of
Shareholders to be held in THE RESTORED GUN FOUNDRY BUILDING
OF THE TREDEGAR IRON WORKS, 500 TREDEGAR STREET, RICHMOND,
VIRGINIA, ON TUESDAY, MAY 21, 1996, AT 9:30 A.M., EASTERN
DAYLIGHT TIME. A formal notice of the meeting, together with a
proxy statement and proxy form, is enclosed with this letter.
The notice points out that you will be asked to elect
directors, approve the designation of auditors for the coming
year, and approve the Tredegar Industries, Inc. 1996 Incentive
Plan.
Please read the notice and proxy statement carefully,
complete the proxy form and mail it promptly.
Sincerely yours,
/s/ JOHN D. GOTTWALD
JOHN D. GOTTWALD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
TREDEGAR INDUSTRIES, INC.
1100 BOULDERS PARKWAY
RICHMOND, VIRGINIA 23225
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of the holders of shares of
Common Stock, no par value ("Common Stock"), of Tredegar Industries, Inc.
("Tredegar") will be held in THE RESTORED GUN FOUNDRY BUILDING OF THE TREDEGAR
IRON WORKS, 500 TREDEGAR STREET, IN RICHMOND, VIRGINIA, ON TUESDAY, MAY 21,
1996, AT 9:30 A.M., EASTERN DAYLIGHT TIME for the following purposes:
1. To elect three directors to serve until the 1999 annual meeting and
until their successors are elected;
2. To approve the designation of Coopers & Lybrand L.L.P. as auditors for
the fiscal year ending December 31, 1996;
3. To approve the Tredegar Industries, Inc. 1996 Incentive Plan; and
4. To transact such other business as may properly come before the meeting.
Holders of shares of Common Stock of record at the close of business on
March 15, 1996, will be entitled to vote at the meeting.
You are requested to complete, sign, date and return the enclosed proxy
form promptly, regardless of whether you expect to attend the meeting. A
self-addressed, stamped envelope is enclosed for your convenience.
If you are present at the meeting, you may vote in person even if you have
already returned your proxy.
By Order of the Board of Directors
Nancy M. Taylor, SECRETARY
March 29, 1996
<PAGE>
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TREDEGAR INDUSTRIES, INC.
To be held May 21, 1996
Approximate date of mailing -- March 29, 1996
Proxies in the form enclosed are solicited by the Board of Directors of
Tredegar (the "Board") for the Annual Meeting of Shareholders to be held on
Tuesday, May 21, 1996. Any person giving a proxy may revoke it any time before
it is voted by voting in person at the meeting or delivering another proxy, or
written notice of revocation, to the Secretary of Tredegar. A proxy, if executed
and not revoked, will be voted and, if it contains any specific instructions,
will be voted in accordance with such instructions.
On March 15, 1996, the date for determining shareholders entitled to vote
at the meeting, there were 12,195,350 outstanding shares of Common Stock. Each
share of Common Stock is entitled to one vote.
The cost of the solicitation of proxies will be borne by Tredegar. In
addition to the use of the mails, proxies may be solicited personally or by
telephone by regular employees of Tredegar. Corporate Investor Communications,
Inc. has been engaged to assist in the solicitation of proxies from brokers,
nominees, fiduciaries and other custodians. Tredegar will pay that firm $4,500
for its services plus reimbursement for out-of-pocket expenses.
Tredegar's address is 1100 Boulders Parkway, Richmond, Virginia 23225.
ELECTION OF DIRECTORS
The Board is divided into three classes of directors as nearly equal in
number as possible, each of which serves for three years. The term of office of
one class of directors expires each year in rotation so that one class is
elected at each annual meeting for a three-year term.
The terms of four of the present directors, Phyllis Cothran, Richard W.
Goodrum, Floyd D. Gottwald, Jr., and W. Thomas Rice, will expire at the 1996
Annual Meeting. Ms. Phyllis Cothran and Messrs. Richard W. Goodrum and Floyd D.
Gottwald, Jr., have been nominated by the Board for election at the 1996 Annual
Meeting for the term expiring at the 1999 Annual Meeting of Shareholders. Mr. W.
Thomas Rice will retire from Tredegar's Board upon the expiration of his current
term.
The election of each nominee for director requires the affirmative vote of
the holders of a plurality of the shares of Common Stock cast in the election of
directors. Unless otherwise specified in the accompanying form of proxy, it is
intended that votes will be cast for the election of all of the nominees as
directors. Votes that are withheld and shares held in street name that are not
voted in the election of directors will not be included in determining the
number of votes cast. If any of the nominees for director should be unavailable
for election, a circumstance that is not expected, the Board may
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<PAGE>
either reduce the number of directors accordingly or designate a substitute
nominee in the place and stead of the unavailable person. In the latter event,
it is intended that votes in respect of all shares for which proxies have been
given will be cast for the election of such substitute nominee.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" ALL OF THE NOMINEES.
Following is certain information concerning the nominees and the directors
whose terms of office will continue after the meeting:
AUSTIN BROCKENBROUGH, III - age 59; director since 1993; Managing Director and
President of Lowe, Brockenbrough & Tattersall, Inc. (private investment
counseling firm) since 1970. Other directorship: Trustee of The Williamsburg
Investment Trust. Term expires 1997.
PHYLLIS COTHRAN - age 49; director since 1993; President and Chief Operating
Officer of Trigon Blue Cross Blue Shield, a health insurance (and related
services) company, since November 1990. Other directorships: Central Fidelity
Banks, Inc. and Ethyl Corporation ("Ethyl"). Term expires 1996.
RICHARD W. GOODRUM - age 68; director since 1989; Executive Vice President and
Chief Operating Officer of Tredegar since July 10, 1989. Mr. Goodrum will retire
as an officer of Tredegar effective as of April 1, 1996. Term expires 1996.
BRUCE C. GOTTWALD - age 62; director since 1989; Chairman of the Board and Chief
Executive Officer of Ethyl, a petroleum additives company, since March 1, 1994;
having served previously as President, Chief Executive Officer and Chief
Operating Officer of Ethyl from 1969 until March 1, 1994. Other directorships:
Albemarle Corporation ("Albemarle"), Ethyl, First Colony Corporation ("First
Colony"), James River Corporation and CSX Corporation. Term expires 1997.
FLOYD D. GOTTWALD, JR. - age 73; director since 1989; Chairman of the Board and
Chief Executive Officer of Albemarle, a chemicals company, and Vice Chairman of
Ethyl since March 1, 1994; having served previously as Chairman of the Board of
Ethyl from 1968 until March 1, 1994. Other directorships: Albemarle, Ethyl and
First Colony. Term expires 1996.
JOHN D. GOTTWALD - age 41; director since 1989; President and Chief Executive
Officer of Tredegar since July 10, 1989. Other directorship: Albemarle. Term
expires 1998.
ANDRE B. LACY - age 56; director since 1989; Chairman of the Board, Chief
Executive Officer and President of LDI Management, Inc. (distribution and
manufacturing holding company), and Managing General Partner of LDI, Ltd.
(industrial and investment limited partnership) since 1986. Other directorships:
Albemarle, Ethyl, IPALCO Enterprises, Inc. and Patterson Dental Company. Term
expires 1998.
EMMETT J. RICE - age 76; director since 1989; retired, former member of the
Board of Governors of the Federal Reserve System. Other directorships:
Albemarle, Ethyl and Jardine-Fleming China Region Fund. Term expires 1998.
NORMAN A. SCHER - age 58; director since 1989; Executive Vice President, Chief
Financial Officer and Treasurer of Tredegar since July 10, 1989. Other
directorship: DIMON, Incorporated. Term expires 1997.
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<PAGE>
There were six meetings of the Board held during 1995. All of the directors
attended at least 75% of the aggregate of the total number of meetings of the
Board held during 1995 and the total number of meetings held by all committees
of the Board on which the director then served.
Tredegar has an Executive Committee consisting of Messrs. John D. Gottwald,
Richard W. Goodrum and Norman A. Scher. Pursuant to Tredegar's By-laws, the
Executive Committee may exercise the full authority of the Board, except as
limited by the Virginia Stock Corporation Act and except with respect to the
compensation of the executive officers, which is determined by the Executive
Compensation Committee. During 1995, the Executive Committee met formally on
five occasions as Tredegar's principal management committee and met informally
more frequently as required.
Ms. Phyllis Cothran and Messrs. Austin Brockenbrough, III, Andre B. Lacy
and W. Thomas Rice serve on Tredegar's Audit Committee. The Audit Committee met
twice during 1995. The Audit Committee reviews Tredegar's internal audit and
financial reporting functions and the scope and results of the audit performed
by Tredegar's independent accountants and matters relating thereto and reports
thereon to the Board. The Audit Committee also recommends to the Board the
engagement of the independent accountants of Tredegar.
Ms. Phyllis Cothran and Messrs. Austin Brockenbrough, III, and Emmett J.
Rice serve on Tredegar's Executive Compensation Committee. The Executive
Compensation Committee met twice during 1995. This Committee approves the
salaries and bonus awards of executive officers, and grants awards under
Tredegar's stock incentive plans. The Executive Compensation Committee is
composed of individuals who are not, and have not been for the preceding year,
eligible to participate in any stock incentive plan of Tredegar.
Messrs. John D. Gottwald, Norman A. Scher and Austin Brockenbrough, III,
serve on Tredegar's Nominating Committee. During 1995, the Nominating Committee
met formally on one occasion. The Nominating Committee makes recommendations to
the Board regarding nominees for election as directors and may make other
recommendations regarding tenure, classification and compensation of directors.
Tredegar's By-laws provide that a shareholder of Tredegar entitled to vote
for the election of directors may nominate persons for election to the Board by
mailing written notice to the Secretary of Tredegar not later than (i) with
respect to an election to be held at an annual meeting of shareholders, ninety
days prior to such meeting and (ii) with respect to an election to be held at a
special meeting of shareholders for the election of directors, the close of
business on the seventh day following the date on which notice of such meeting
is given to shareholders. Any such shareholder's notice shall include (i) the
name and address of the shareholder and of each person to be nominated, (ii) a
representation that the shareholder is a holder of record of stock of Tredegar
entitled to vote at such meeting and intends to appear in person or by proxy at
the meeting to nominate each person specified, (iii) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person (naming such person) pursuant to which the nomination is to be made
by the shareholder, (iv) such other information regarding each nominee as would
be required to be included in a proxy statement filed pursuant to the applicable
rules of the Securities and Exchange Commission had the
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<PAGE>
nominee been nominated by the Board and (v) the consent of each nominee to serve
as a director of Tredegar if so elected.
Messrs. Floyd D. Gottwald, Jr., and Bruce C. Gottwald are brothers. Mr.
John D. Gottwald is the son of Mr. Floyd D. Gottwald, Jr. The Gottwalds may be
deemed to be control persons of Tredegar.
STOCK OWNERSHIP
The following table lists the direct or indirect beneficial ownership of
Tredegar's Common Stock by the directors, nominees and the executive officers
named in the Summary Compensation Table as of February 1, 1996, and all
directors and executive officers of Tredegar as a group as of February 1, 1996.
<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF MANAGEMENT
NUMBER OF SHARES
WITH SOLE VOTING NUMBER OF SHARES TOTAL
AND INVESTMENT WITH SHARED VOTING NUMBER
POWER AND INVESTMENT OF PERCENT OF
OUTSTANDING OPTIONS(B) POWER SHARES CLASS(A)
<S> <C> <C> <C> <C> <C>
DIRECTORS, NOMINEES AND
CERTAIN EXECUTIVE
OFFICERS(c)
Austin Brockenbrough, III 15,000 -- 2,220 17,220(d)
Phyllis Cothran -- -- 5,400 5,400
Richard W.Goodrum 87,346 125,850 4,500 217,696 1.77%
Bruce C. Gottwald 768,486 -- 69,766 838,252(e) 6.88%
Floyd D. Gottwald, Jr. 1,128,093 -- 104,431 1,232,524(f) 10.12%
John D. Gottwald 483,106 171,600 298,198 952,904(g) 7.71%
Steven M. Johnson 11,577 45,873 2,250 59,700
Andre B. Lacy 334 -- 96,000 96,334(h)
Emmett J. Rice 795 -- -- 795
W. Thomas Rice 6,000 -- -- 6,000
Anthony J. Rinaldi 24,097 39,123 2,060 65,280(i)
Norman A. Scher 21,915 112,083 60 134,058 1.09%
MANAGEMENT
All directors
and executive officers
as a group
(16)(j)(k) 2,587,134 619,393 528,865(l) 3,735,392(l) 29.17%(l)
</TABLE>
(a) Except as indicated, each person or group owns less than 1% of
Tredegar's outstanding Common Stock.
4
<PAGE>
(b) The number of options included for the following executive officers and
Management as a group consists of options with respect to which certain
executive officers have the right to acquire beneficial ownership within 60 days
of February 1, 1996.
(c) Certain shares may be deemed to be beneficially owned by more than one
person or group listed and are reported as being beneficially owned by each.
(d) Austin Brockenbrough, III, disclaims beneficial ownership of 2,200
shares of Common Stock.
(e) Bruce C. Gottwald disclaims beneficial ownership of 69,766 shares of
Common Stock.
(f) Floyd D. Gottwald, Jr., disclaims beneficial ownership of 104,431
shares of Common Stock.
(g) John D. Gottwald disclaims beneficial ownership of 114,120 shares of
Common Stock.
(h) Andre B. Lacy disclaims beneficial ownership of 73,312 shares of Common
Stock.
(i) Anthony J. Rinaldi disclaims beneficial ownership of 1,987 shares of
Common Stock.
(j) The directors, nominees and executive officers have sole voting and
investment power over all of the shares disclosed except for the shares listed
in the second column, which are held by or jointly with spouses, by children or
in partnerships and certain trust relationships. Any shares held under Ethyl's
or Tredegar's benefit plans for the benefit of any director, nominee or
executive officer are included in the number of shares over which the director,
nominee or executive officer has sole voting or investment power. Shares held by
the Trustees of such plans for the benefit of other employees are not included.
See Note (c) to the table "Security Ownership of Certain Beneficial Owners"
below.
(k) Voting and investment power is shared by two directors with respect to
56,490 shares. This overlap in beneficial ownership has been eliminated for
purposes of calculating the number of shares and the percentage of class owned
by Management.
(l) The above table does not include certain shares owned by adult children
and attributed to Floyd D. Gottwald, Jr., and Bruce C. Gottwald in the table
"Security Ownership of Certain Beneficial Owners" below. If such shares were
included in the above table, the total number of shares of Management would
equal 4,830,644 and the percentage owned by Management would equal 37.73%.
Based solely on its review of the copies of the forms prescribed by Section
16(a) of the Securities Exchange Act of 1934 received by Tredegar, or written
representations from certain reporting persons that no Forms 5 were required for
those persons, Tredegar believes that all of its Section 16 reporting persons
complied with the filing requirements of Section 16(a) as of December 31, 1995,
other than Messrs. Anthony J. Rinaldi and Frederick P. Woods. Messrs. Rinaldi
and Woods each inadvertently neglected to timely report on Forms 5 the quarterly
acquisition of shares of Tredegar Common Stock through the reinvestment of
dividends in Tredegar's Dividend Reinvestment and Stock Purchase Plan. Messrs.
Rinaldi and Woods each have filed an amended Form 5 that reflects such
transactions.
5
<PAGE>
The following table lists any person (including any "group" as that term is
used in Section 13(d)(3) of the Securities Exchange Act of 1934) who, to the
knowledge of Tredegar, was the beneficial owner as of February 1, 1996, of more
than 5% of the shares of Tredegar's Common Stock.
<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
NAMES AND ADDRESSES NUMBER PERCENT
OF BENEFICIAL OWNERS OF SHARES CLASS
<S> <C> <C>
Floyd D. Gottwald, Jr., and
Bruce C. Gottwald(a)
330 South Fourth Street
P.O. Box 2189
Richmond, VA 23217 4,062,442(b)(c) 32.88%
Wachovia Bank of North Carolina, N.A.,
as Trustee for the Savings Plan for
the Employees of Tredegar Industries, Inc.
301 North Main Street
Winston-Salem, NC 27150 1,639,065(d) 13.45%(d)
</TABLE>
(a) Floyd D. Gottwald, Jr., and Bruce C. Gottwald (the "Gottwalds"),
together with members of their immediate families, including John D. Gottwald,
who is an employee of Tredegar, may be deemed to be a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, although there is no
agreement among them with respect to the acquisition, retention, disposition or
voting of Common Stock.
(b) The Gottwalds, individually or collectively, have sole voting and
investment power over all of the shares disclosed except for 1,327,079 shares
held by their respective wives and children, and in certain trust relationships,
some of which might be deemed to be beneficially owned by the Gottwalds under
the rules and regulations of the Securities and Exchange Commission, but as to
which the Gottwalds disclaim beneficial ownership. Shares owned by the adult
children of Floyd D. Gottwald, Jr., and Bruce C. Gottwald are included in the
holdings of the Gottwalds as a group.
(c) This amount includes shares owned of record by Wachovia Bank of North
Carolina, N.A., Winston-Salem, North Carolina ("Wachovia"), as Trustee under the
Savings Plan for the Employees of Tredegar Industries, Inc. (the "Tredegar
Savings Plan") for the benefit of certain members of the Gottwald family. This
amount does not include 1,568,501 shares held by the Trustee of the Tredegar
Savings Plan for the benefit of employees other than members of the Gottwald
family. Shares held under the Tredegar Savings Plan are voted by the Trustee in
accordance with instructions solicited from employees participating in the
plans. If a participating employee does not give the Trustee voting
instructions, his shares are voted by the Trustee in accordance with the Board's
recommendations to the shareholders, so long as such vote is consistent with the
Trustee's fiduciary duties. Because members of the Gottwald family are executive
officers, directors and the largest shareholders of Tredegar, they may be deemed
to be control persons of Tredegar and to have the capacity to control any such
recommendation of the Board.
6
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by Tredegar to the
Chief Executive Officer and the four other highest paid executive officers for
services in all capacities to Tredegar for the fiscal years ended December 31,
1995, 1994 and 1993, respectively.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
NAME AND SALARY BONUS OPTIONS/SARs COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) (#)(1) ($)
<S> <C> <C> <C> <C> <C>
John D. Gottwald 1995 333,000 125,000 22,500 16,882(2)
President and Chief 1994 333,000 90,000 56,250 16,758(2)
Executive Officer 1993 322,500 42,500 -0- 16,124(2)
Richard W. Goodrum 1995 303,000 115,000 15,000 15,333(3)
Executive Vice 1994 303,000 75,000 37,500 15,230(3)
President and Chief 1993 293,250 32,500 -0- 14,662(3)
Operating Officer
Norman A. Scher 1995 303,000 115,000 15,000 15,333(3)
Executive Vice 1994 303,000 75,000 37,500 15,230(3)
President, Chief 1993 293,250 32,500 -0- 14,662(3)
Financial Officer and
Treasurer
Steven M. Johnson 1995 178,000 50,000 7,500 8,968(4)
Vice President- 1994 166,667 35,000 18,750 8,363(4)
Corporate Development 1993 156,233 20,000 -0- 7,812(4)
Anthony J. Rinaldi 1995 165,500 53,810 7,500 8,339(5)
Corporate Vice President 1994 156,500 36,042 18,750 7,854(5)
and President of 1993 150,417 20,000 -0- 7,521(5)
Films Division
</TABLE>
(1) Stock option awards were adjusted in connection with Tredegar's recent
three-for-two stock split.
(2) Matching contributions under the Savings Plan for the Employees of
Tredegar Industries, Inc. (the "Savings Plan") ($7,500 for 1995 and 1994 and
$10,000 for 1993) and credit under the Savings Plan Benefit Restoration Plan
(the "SPBR Plan") ($9,382 for 1995, $9,258 for 1994 and $6,124 for 1993).
(3) Matching contributions under the Savings Plan ($7,500 for 1995 and 1994
and $10,000 for 1993) and credit under the SPBR Plan ($7,833 for 1995, $7,730
for 1994 and $4,662 for 1993).
(4) Matching contributions under the Savings Plan ($6,650 for 1995, $5,533
for 1994 and $5,812 for 1993) and credit under the SPBR Plan ($2,318 for 1995,
$2,830 for 1994 and $2,000 for 1993).
(5) Matching contributions under the Savings Plan ($6,186 for 1995, $5,200
for 1994 and $5,627 for 1993) and credit under the SPBR Plan ($2,153 for 1995,
$2,654 for 1994 and $1,894 for 1993).
7
<PAGE>
STOCK OPTIONS AND SARs
The following table sets forth information with respect to stock options
granted to each of the executive officers named in the Summary Compensation
Table during the fiscal year ended December 31, 1995. The stock option awards
were adjusted in connection with Tredegar's recent three-for-two stock split.
There were no SARs granted during the fiscal year ended December 31, 1995.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION> GRANT DATE
INDIVIDUAL GRANTS VALUE(1)
PERCENT OF
TOTAL
NUMBER OF OPTIONS/
SECURITIES SARs GRANTED
UNDERLYING TO EMPLOYEES EXERCISE OR
OPTIONS/SARs IN FISCAL BASE PRICE EXPIRATION GRANT DATE
NAME GRANTED (#) YEAR ($/SH) DATE PRESENT VALUE $
<S> <C> <C> <C> <C> <C>
John D. Gottwald 22,500 10.3% $ 12.50 2/24/2005 $ 130,950
Richard W. Goodrum 15,000 6.9 12.50 2/24/2005 87,300
Norman A. Scher 15,000 6.9 12.50 2/24/2005 87,300
Steven M. Johnson 7,500 3.4 12.50 2/24/2005 43,650
Anthony J. Rinaldi 7,500 3.4 12.50 2/24/2005 43,650
</TABLE>
(1) The grant date present value is an estimate based on the Black-Scholes
option pricing model. The actual value, if any, an executive may realize will
depend on the excess of the stock price over the exercise price on the date the
option is exercised. There is no assurance the value realized by an executive
will be at or near the value estimated by the Black-Scholes model. The
assumptions used under that model include a volatility of 23.85% based on the
one-year historical volatility of Common Stock prior to the grant date, a
risk-free rate of return of 7.49% based on the ten-year zero coupon U.S.
Treasury bond yield at the time of grant, a dividend yield of 1.28% based on the
annual dividend rate at the time of grant and an option term equal to the full
ten-year stated option term. The estimated grant date present value does not
reflect any discount for vesting, forfeiture provisions or prohibitions on
transfer.
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<PAGE>
The following table sets forth information with respect to the fiscal
year-end value of all unexercised stock options and SARs held by the executive
officers named in the Summary Compensation Table. Options and SARs were adjusted
in connection with Tredegar's recent three-for-two stock split. None of such
executive officers exercised any stock options or tandem SARs during the fiscal
year ended December 31, 1995.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES
IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARs AT OPTIONS/SARs AT
FISCAL YEAR-END (#) FISCAL YEAR-END ($)(1)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
John D. Gottwald(2) -0- -0- 149,100/22,500(3) $1,608,014/202,500
Richard W. Goodrum(2) -0- -0- 110,850/15,000(4) $1,190,631/135,000
Norman A. Scher -0- -0- 92,417/27,583(5) $ 986,453/278,572
Steven M. Johnson -0- -0- 36,167/16,333(6) $ 430,853/123,960
Anthony J. Rinaldi -0- -0- 29,417/16,333(7) $ 360,923/123,960
</TABLE>
(1) Based on the closing price of $21.50 on 12/31/95.
(2) The number of options and related SARs listed for Messrs. Gottwald and
Goodrum include additional options and related SARs to purchase 10,350 and 5,850
shares of Common Stock of Tredegar, respectively, granted as compensation for
incentive stock options to purchase shares of Ethyl common stock held by Messrs.
Gottwald and Goodrum that were forfeited in connection with the spin-off of
Tredegar from Ethyl. The 10,350 options granted to Mr. Gottwald are incentive
stock options and the 5,850 options granted to Mr. Goodrum are non-incentive
stock options.
(3) Of the total 171,600 options, 92,850 include a tandem SAR.
(4) Of the total 125,850 options, 73,350 include a tandem SAR.
(5) Of the total 120,000 options, 67,500 include a tandem SAR.
(6) Of the total 52,500 options, 26,250 include a tandem SAR.
(7) Of the total 45,750 options, 19,500 include a tandem SAR.
RETIREMENT BENEFITS
All of the executive officers participate in the Tredegar Industries, Inc.
Retirement Income Plan (the "Pension Plan"). The Pension Plan provides a normal
retirement benefit equal to 1.1% of the participant's final average earnings up
to his Social Security covered compensation, times his years of pension benefit
service, plus 1.5% of final average earnings in excess of covered compensation,
times his years of pension benefit service. There is no deduction for Social
Security benefits. Estimated annual benefits under the Pension Plan upon
retirement at age 65, determined as of December 31,
9
<PAGE>
1995, to persons with specified earnings and years of pension benefit service
are set forth in the table below.
The Internal Revenue Code limits (a) the annual retirement benefit that may
be paid under the Pension Plan and (b) the earnings that may be used in
computing a benefit. The maximum benefit and earnings limitations are adjusted
each year to reflect changes in the cost of living. For 1995, the maximum
benefit limitation was $116,915 (based on a five-year certain and life annuity)
and the earnings limitation was $150,000.
The Corporation also maintains the Tredegar Industries, Inc. Retirement
Benefit Restoration Plan (the "Restoration Plan"). The Restoration Plan is
designed to restore to selected participants the benefits that cannot be paid
under the Pension Plan due to the Internal Revenue Code maximum benefit
limitation, the earnings limitation, or both. The benefit payable under the
Restoration Plan is the difference between the benefit that would have been
payable under the Pension Plan, but for either or both of the Internal Revenue
Code limitations, and the amount actually payable under the Pension Plan.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
(ESTIMATED ANNUAL BENEFITS PAYABLE AT RETIREMENT(1)(2))
REMUNERATION
(FINAL-AVERAGE EARNINGS)(3) YEARS OF SERVICE(4)
10 15 20 25 30 35 40
<S> <C> <C> <C> <C> <C> <C> <C>
$125,000................ $17,713 $ 26,570 $ 35,426 $ 44,283 $ 53,140 $ 61,996 $ 70,853
150,000................ 21,463 32,195 42,926 53,658 64,390 75,121 85,853
175,000................ 25,213 37,820 50,426 63,033 75,640 88,246 100,853
200,000................ 28,963 43,445 57,926 72,408 86,890 101,371 115,853
225,000................ 32,713 49,070 65,426 81,783 98,140 114,496 130,853
250,000................ 36,463 54,695 72,926 91,158 109,390 127,621 145,853
300,000................ 43,963 65,945 87,926 109,908 131,890 153,871 175,853
350,000................ 51,463 77,195 102,926 128,658 154,390 180,121 205,853
400,000................ 58,963 88,445 117,926 147,408 176,890 206,371 235,853
450,000................ 66,463 99,695 132,926 166,158 199,390 232,621 265,853
500,000................ 73,963 110,945 147,926 184,908 221,890 258,871 295,853
</TABLE>
(1) The estimated benefits assume retirement at age 65 and assume that
payment will be made for the lifetime of the participant, with five years'
payment guaranteed, which is the normal form of payment under the Pension Plan
and the Restoration Plan. The table assumes attainment of age 65 in 1995 and
covered compensation of $25,920.
(2) The estimated benefit set forth in the table was determined without
regard to the Internal Revenue Code maximum benefit limitation or its limitation
on earnings that may be used in computing a benefit. The Restoration Plan will
provide Messrs. Gottwald, Goodrum and Scher the benefit that is "lost" under the
Pension Plan due to the Internal Revenue Code maximum benefit limitation. In
addition, the Restoration Plan will provide Mr. Goodrum the benefit that is
"lost" under the Pension Plan due to the Internal Revenue Code limitation on the
earnings that may be used in computing a benefit.
(3) Final-Average Earnings is the average of the highest three consecutive
calendar year's earnings (base earnings plus 50% of bonuses) during the ten
consecutive years immediately preceding the
10
<PAGE>
date of determination. The current compensation covered under the Pension Plan
for each of the executive officers named in the Summary Compensation Table and,
in the case of Messrs. Gottwald, Goodrum and Scher, the Restoration Plan, are:
John D. Gottwald, $150,000; Richard W. Goodrum, $340,500; Norman A. Scher,
$150,000; Steven M. Johnson, $150,000; and Anthony J. Rinaldi, $150,000.
(4) The years of pension benefit service for each of the executive officers
named in the Summary Compensation Table are: John D. Gottwald, 17; Richard W.
Goodrum, 38.5; Norman A. Scher, 6; Steven M. Johnson, 6; and Anthony J. Rinaldi,
19.
COMPENSATION OF DIRECTORS
Each member of the Board who was not an employee of Tredegar or any of its
subsidiaries was paid $1,000 for attendance at each of the six Board meetings
held in 1995. In addition, each such director was paid $500 for attendance at
each meeting of a committee of the Board of which he or she was a member. Each
chairman of a Board committee received an additional $250 for attendance at each
meeting of his committee. In addition, each director was paid a quarterly fee of
$3,000 during 1995. Employee members of the Board are not paid separately for
their service on the Board.
EMPLOYMENT CONTRACT WITH NORMAN A. SCHER
Tredegar has an employment agreement with Norman A. Scher, effective until
June 30, 1997, providing for an annual salary of not less than $250,000 and the
payment to him of up to two years' salary in case of termination of employment
under certain conditions and, in case of disability, annual benefits of a
specified amount. A substantial part of such disability benefits are available
under Tredegar's disability benefit plan. In the event of Mr. Scher's death,
Tredegar has agreed to pay his estate an amount equal to two years' salary less
any amounts payable to his estate under any group insurance program of Tredegar.
At present, such benefit would be payable to Mr. Scher's estate under Tredegar's
general group insurance program supplemented by insurance purchased by Mr.
Scher.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Tredegar's Executive Compensation Committee (the "Committee") is comprised
of three independent directors. No Committee member is a current or former
employee of Tredegar or any of its subsidiaries. The Committee's role is to
review and approve practices and policies related to compensation primarily for
executive officers, including those officers listed in this proxy statement.
COMPENSATION PHILOSOPHY
The Committee's philosophy is based on the principle that executive
compensation plans should be designed and administered to motivate and retain
highly qualified executives, with incentives linked closely to financial
performance and enhanced shareholder value. Control of all fixed costs is
critical to Tredegar's continued success. This requires a significant portion of
compensation increases to be closely linked to performance and, therefore,
variable in nature. However, Tredegar should remain competitive with salaries.
11
<PAGE>
BASE SALARIES
In determining base salaries, Tredegar identifies a reasonable range around
the average for comparable executive positions in a comparison group of
companies. Actual officer salaries are generally set within this range based on
individual performance and experience. Annual salary increases are considered.
The amount of such increases is based on a variety of factors including average
increases in comparison companies, individual performance (evaluated
subjectively), the officer's position in the pay range, Tredegar's financial
condition, and other variable components of compensation.
The comparison company group for compensation is generally not the same as
the published industry index that appears in the performance graph of this proxy
statement because index companies are not necessarily viewed as direct
competitors for executive talent. Comparison companies are chosen, and
information on pay evaluated, with the assistance of independent consultants.
The 1995 base salary for the Chief Executive Officer (CEO) was $333,000.
This salary is below the average for the comparison group. The CEO's base salary
has not been increased since 1993. Similarly, the Chief Financial Officer and
Chief Operating Officer did not receive base salary increases for 1995, and
their base salaries have not been increased since 1993.
BONUSES
Although bonus awards are discretionary, the bonus portion of compensation
is tied to an assessment of performance. Some division executives' bonuses are
linked directly by formula to specific division performance measures. In such
cases, economic profit added is the most widely used and most heavily weighted
measure. In other cases, a broad range of financial measures as well as progress
on strategic issues are reviewed.
In 1995, total bonuses paid to executive officers were approximately 50%
greater than the 1994 amount, reflecting significant improvement in relevant
performance measures.
The Committee awarded the CEO a bonus of $125,000 compared to $90,000 paid
the prior year. In 1995, 27.3% of the CEO's total cash compensation was
comprised of incentive cash compensation, compared with 21.3% in 1994. Both 1995
and 1994 incentive cash percentages were below market averages.
STOCK OPTIONS
Stock options are considered an important part of compensation at Tredegar.
As of March 1, 1996, 793 employees have stock options. Over time the stock price
reflects Management's performance. Through the options granted, Management and
shareholder interests are more closely tied.
Tredegar has two stock incentive plans (collectively the "SIP"). Each year
the Committee considers granting awards under the SIP to executive officers and
other employees and individuals providing valuable services to Tredegar or its
subsidiaries. Consistent with the objective of closely aligning executives'
interests with those of Tredegar shareholders, the SIP enables the Committee to
grant stock options, stock appreciation rights ("SARs"), and shares of
restricted stock. The Committee determines the terms and conditions of any
options, SARs, or restricted stock granted.
12
<PAGE>
Executive officers as a group were granted options for 90,000 shares on a
discretionary basis in 1995, all at fair market value on the grant date ($12.50
per share). The CEO was granted 22,500 option shares.
CORPORATE TAX CONSIDERATIONS
Congress recently passed a law, effective in 1994, that disallows corporate
tax deductions for executive compensation in excess of $1 million for "proxy
table" executives. This law, covered in Internal Revenue Code Section 162(m),
allows certain exemptions to the deduction cap, including pay programs that
depend on formulas and, therefore, are "performance-based" rather than
discretionary.
While significant parts of Tredegar's compensation program is
discretionary, the Corporation is not currently in danger of losing deductions
under Code Section 162(m). The Committee will carefully review any compensation
plan or action that would result in the disallowance of compensation deductions.
The Committee will consider a variety of factors, including the amount of any
deductions that may be lost.
EXECUTIVE COMPENSATION COMMITTEE:
Phyllis Cothran, Chairman Emmett J. Rice
Austin Brockenbrough, III
February 21, 1996
ADDITIONAL INFORMATION ON COMPENSATION PAID TO TREDEGAR'S EXECUTIVE OFFICERS HAS
BEEN INCLUDED IN TREDEGAR'S ANNUAL REPORT TO SHAREHOLDERS.
13
<PAGE>
COMPARATIVE COMPANY PERFORMANCE
The following graph compares cumulative total returns for Tredegar, the S&P
Small Cap 600 Stock Index, and the S&P Manufacturing (Diversified Industries), a
nationally recognized industry index, since December 31, 1990. The comparison
assumes $100 invested on December 31, 1990, and assumes dividend reinvestment.
[GRAPH APPEARS HERE]
FISCAL YEAR ENDED DECEMBER 31
1990 1991 1992 1993 1994 1995
TREDEGAR $100 $139 $219 $216 $254 $475
S&P SMALLCAP 600 100 148 180 213 203 264
S&P MFG. 100 123 133 161 167 235
DESIGNATION OF AUDITORS
The Board has designated Coopers & Lybrand L.L.P., certified public
accountants, as Tredegar's independent auditors for the year 1996, subject to
shareholder approval. This firm has audited Tredegar's financial statements
since Tredegar became an independent company. A representative of Coopers &
Lybrand L.L.P. is expected to be present at the meeting with an opportunity to
make a statement and to be available to respond to appropriate questions.
Coopers & Lybrand L.L.P.'s principal function is to audit the consolidated
financial statements of Tredegar and its subsidiaries and, in connection with
the audit, to review certain related filings with the Securities and Exchange
Commission and to conduct limited reviews of the unaudited financial statements
included in each of Tredegar's quarterly reports.
14
<PAGE>
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE DESIGNATION OF COOPERS
& LYBRAND L.L.P. AS AUDITORS.
APPROVAL OF THE TREDEGAR INDUSTRIES, INC. 1996 INCENTIVE PLAN
The Board proposes that the shareholders approve the Tredegar Industries,
Inc. 1996 Incentive Plan (the "1996 Plan"), adopted by the Board on February 21,
1996, subject to the approval of the Corporation's shareholders. The 1996 Plan
permits the grant of options to purchase shares of Common Stock from the
Corporation, stock appreciation rights ("SARs"), Stock Awards and Incentive
Awards.
The Board believes that the 1996 Plan will benefit the Corporation by (i)
assisting it in recruiting and retaining the services of individuals with
ability and initiative, (ii) providing greater incentive for employees and other
individuals who provide valuable services to the Corporation or its
subsidiaries, and (iii) associating the interests of such persons with those of
the Corporation and its shareholders through opportunities for increased stock
ownership and performance-based incentive compensation. The more significant
features of the 1996 Plan are described below.
ADMINISTRATION
The Executive Compensation Committee of the Board (the "Compensation
Committee") will administer the 1996 Plan. The Compensation Committee will have
the authority to select the individuals who will participate in the 1996 Plan
("Participants") and to grant Options and SARs and to make Stock Awards and
Incentive Awards upon such terms (not inconsistent with the terms of the 1996
Plan), as the Compensation Committee considers appropriate. In addition, the
Compensation Committee will have complete authority to interpret all provisions
of the 1996 Plan, to prescribe the form of agreements evidencing awards under
the 1996 Plan, to adopt, amend and rescind rules and regulations pertaining to
the administration of the 1996 Plan and to make all other determinations
necessary or advisable for the administration of the 1996 Plan.
The Compensation Committee may delegate its authority to administer the
1996 Plan to the Executive Committee of the Board or to an officer of the
Corporation. The Compensation Committee, however, may not delegate its authority
with respect to individuals who are subject to Section 16 of the Securities
Exchange Act of 1934 ("Section 16"). As used in this summary, the term
"Administrator" means the Compensation Committee and any delegate, as
appropriate.
ELIGIBILITY
Any employee of the Corporation or any subsidiary and any person who
provides services to the Corporation or a subsidiary is eligible to participate
in the 1996 Plan if the Administrator, in its sole discretion, determines that
such person has contributed significantly or can be expected to contribute
significantly to the profits or growth of the Corporation or a subsidiary. No
person may participate in the 1996 Plan during the time that his participation
would prevent the Compensation Committee from being "disinterested" for purposes
of Rule 16b-3 under the Securities Exchange Act of 1934 ("Rule 16b-3"). THE
CORPORATION IS NOT ABLE TO ESTIMATE THE NUMBER OF INDIVIDUALS THAT THE
ADMINISTRATOR WILL SELECT TO PARTICIPATE IN THE 1996 PLAN OR THE TYPE OR SIZE OF
AWARDS THAT THE ADMINISTRATOR WILL APPROVE.
15
<PAGE>
AWARDS
OPTIONS. Options granted under the 1996 Plan may be incentive stock options
("ISOs") or non-qualified stock options. A stock option entitles the Participant
to purchase shares of Common Stock from the Corporation at the option price. The
option price will be fixed by the Administrator at the time the option is
granted, but the price cannot be less than the shares' fair market value on the
date of grant. The option price may be paid in cash or, with the Administrator's
consent, with shares of Common Stock, a combination of cash and Common Stock or
in installments. Options may be exercised at such times and subject to such
conditions as may be prescribed by the Administrator. The maximum period in
which an option may be exercised will be fixed by the Administrator at the time
the option is granted but cannot exceed ten years in the case of an ISO. Options
generally will be nontransferable except by will or the laws of descent and
distribution. The Administrator may prescribe that options may be transferred
without consideration to members of the Participant's immediate family, a family
trust or a family partnership or as permitted under Rule 16b-3, as in effect
from time to time.
No employee may be granted ISOs (under the 1996 Plan or any other plan of
the Corporation) that are first exercisable in a calendar year for Common Stock
having an aggregate fair market value (determined as of the date the option is
granted) exceeding $100,000. In addition, no Participant may be granted options
in any calendar year for more than 150,000 shares of Common Stock.
SARs. SARs generally entitle the Participant to receive the excess of the
fair market value of a share of Common Stock on the date of exercise over the
initial value of the SAR. The initial value of the SAR is the fair market value
of a share of Common Stock on the date of grant. The 1996 Plan provides that the
Administrator may prescribe that the Participant will realize appreciation on a
different basis than described in the preceding sentences. For example, the
Administrator may limit the amount of appreciation that may be realized upon the
exercise of an SAR.
SARs may be granted in relation to option grants ("Corresponding SARs") or
independently of option grants. The difference between these two types of SARs
is that to exercise a Corresponding SAR, the Participant must surrender
unexercised that portion of the stock option to which the Corresponding SAR
relates and vice versa.
SARs may be exercised at such times and subject to such conditions as may
be prescribed by the Administrator. The maximum period in which an SAR may be
exercised will be fixed by the Administrator at the time the SAR is granted but
cannot exceed ten years in the case of an SAR that is granted in relation to an
ISO. SARs generally will be nontransferable except by will or the laws of
descent and distribution. The Administrator may prescribe that SARs may be
transferred as permitted under Rule 16b-3, as in effect from time to time.
No Participant may be granted SARs in any calendar year for more than
25,000 shares of Common Stock. For purposes of this limitation (and the
limitation on individual option grants), an option and a Corresponding SAR are
treated as a single award.
STOCK AWARDS. The 1996 Plan also permits the grant of Stock Awards, i.e.,
shares of Common Stock. A Stock Award may be subject to forfeiture or
nontransferable or both unless and until certain conditions are satisfied. These
conditions may include, for example, a requirement that the Participant
16
<PAGE>
complete a specified period of service or that certain objectives be achieved.
The objectives may be based on performance goals that are stated with reference
to the fair market value of the Common Stock or on the Corporation's, a
subsidiary's or an operating unit's return on equity, earnings per share, total
earnings, earnings growth, return on capital or return on assets. A Stock Award
that is not immediately vested and nonforfeitable will be restricted for a
period of at least three years; provided, however, that the period shall be at
least one year in the case of a Stock Award that is subject to objectives based
on one or more of the foregoing performance criteria. No participant may be
granted Stock Awards in any calendar year for more than 25,000 shares.
INCENTIVE AWARDS. Incentive Awards also may be granted under the 1996 Plan.
An Incentive Award is an opportunity to earn a bonus, payable in cash, upon the
attainment of stated performance objectives. The performance objectives may be
stated with reference to the fair market value of the Common Stock or on the
Corporation's, a subsidiary's or an operating unit's return on equity, earnings
per share, total earnings, earnings growth, return on capital or return on
assets. The period in which the performance will be measured will be at least
one year. Incentive Awards are nontransferable except by will or the laws of
descent and distribution except that the Administrator may grant Incentive
Awards that are transferable as permitted under Rule 16b-3, as in effect from
time to time. No Participant may receive an Incentive Award payment in any
calendar year that exceeds the lesser of (i) 75 percent of the Participant's
base salary (prior to any salary reduction or deferral election) as of the date
of grant of the Incentive Award or (ii) $250,000.
SHARE AUTHORIZATION
Under the 1996 Plan, a maximum of 450,000 shares of Common Stock may be
issued upon the exercise of options and SARs and the grant of Stock Awards. No
more than 100,000 shares of Common Stock may be issued as Stock Awards. These
limitations will be adjusted, as the Administrator determines is appropriate, in
the event of a change in the number of outstanding shares of Common Stock by
reason of a stock dividend, stock split, combination, reclassification,
recapitalization, or other similar events. The terms of outstanding awards and
the limitations on individual grants also may be adjusted by the Administrator
to reflect such changes.
AMENDMENT AND TERMINATION
No option or SAR may be granted and no Restricted Stock may be awarded
under the 1996 Plan after February 20, 2006. The Board may, without further
action by shareholders, terminate or suspend the 1996 Plan in whole or in part.
The Board also may amend the 1996 Plan except that no amendment that increases
the number of shares of Common Stock that may be issued under the 1996 Plan,
changes the class of individuals who may be selected to participate in the 1996
Plan or materially increases the benefits that may be provided under the 1996
Plan will become effective until it is approved by shareholders.
FEDERAL TAX CONSEQUENCES
The Corporation has been advised by counsel regarding the federal income
tax consequences of the 1996 Plan. No income is recognized by a Participant at
the time an option is granted. If the option
17
<PAGE>
is an ISO, no income will be recognized upon the Participant's exercise of the
option. Income is recognized by a Participant when he disposes of shares
acquired under an ISO. The exercise of a nonqualified stock option generally is
a taxable event that requires the Participant to recognize, as ordinary income,
the difference between the shares' fair market value and the option price.
No income is recognized upon the grant of an SAR. The exercise of an SAR
generally is a taxable event. The Participant must recognize income equal to any
cash that is paid and the fair market value of Common Stock that is received in
settlement of an SAR.
Income is recognized on account of the grant of a Stock Award when the
shares first become transferable or are no longer subject to a substantial risk
of forfeiture. At that time the Participant recognizes income equal to the fair
market value of the Common Stock.
No income is recognized upon the grant of an Incentive Award. Income will
be recognized on the date that payment is made under the Incentive Award.
The employer (either the Corporation or a subsidiary) will be entitled to
claim a federal income tax deduction on account of the exercise of a
nonqualified stock option or SAR or the vesting of a Stock Award or the
settlement of an Incentive Award. The amount of the deduction is equal to the
ordinary income recognized by the Participant. The employer will not be entitled
to a federal income tax deduction on account of the grant or the exercise of an
ISO. The employer may claim a federal income tax deduction on account of certain
dispositions of ISO stock.
For the approval of the 1996 Plan, the Plan must be approved by the holders
of a majority of the shares of Common Stock represented at the Annual Meeting.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE 1996 INCENTIVE PLAN.
PROPOSALS FOR 1997 ANNUAL MEETING
Under the regulations of the Securities and Exchange Commission, any
shareholder desiring to make a proposal to be acted upon at the 1997 annual
meeting of shareholders must present such proposal to Tredegar at its principal
office in Richmond, Virginia, not later than November 29, 1996, in order for the
proposal to be considered for inclusion in Tredegar's proxy statement.
In addition to any other applicable requirements, for business to be
properly brought before the annual meeting by a shareholder, even if the
proposal is not to be included in Tredegar's proxy statement, Tredegar's By-laws
provide that the shareholder must give timely notice in writing to the Secretary
of Tredegar not later than ninety days prior to the meeting. As to each matter,
the notice must contain (i) a brief description of the business desired to be
brought before the annual meeting (including the specific proposal to be
presented) and the reasons for addressing it at the annual meeting, (ii) the
name of, record address of, and class and number of shares beneficially owned
by, the shareholder proposing such business, and (iii) any material interest of
the shareholder in such business.
18
<PAGE>
ANNUAL REPORT ON FORM 10-K
TREDEGAR WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROXY
STATEMENT HAS BEEN DELIVERED, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY
OF TREDEGAR'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
1995, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.
REQUESTS FOR SUCH COPY SHOULD BE DIRECTED TO TREDEGAR INDUSTRIES, INC., 1100
BOULDERS PARKWAY, RICHMOND, VIRGINIA, 23225, ATTENTION: CORPORATE SECRETARY.
PROVIDED WITH THE COPY OF THE FORM 10-K WILL BE A LIST OF EXHIBITS TO THE FORM
10-K, SHOWING THE COST OF EACH. ANY OF SUCH EXHIBITS WILL BE PROVIDED UPON
PAYMENT OF THE CHARGE NOTED ON THE LIST.
OTHER MATTERS
The Board is not aware of any matters to be presented for action at the
meeting other than set forth herein. However, if any other matters properly come
before the meeting, or any adjournment thereof, the person or persons voting the
proxies will vote them in accordance with their best judgment.
By Order of the Board of Directors
Nancy M. Taylor, SECRETARY
19
<PAGE>
NOTICE
AND
PROXY STATEMENT
FOR
ANNUAL MEETING
OF
SHAREHOLDERS
MAY 21, 1996
[TREDEGAR INDUSTRIES LOGO]
TREDEGAR INDUSTRIES, INC.
1100 Boulders Parkway
Richmond, Virginia 23225
<PAGE>
TREDEGAR INDUSTRIES, INC.
RICHMOND, VIRGINIA
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 1996
The undersigned hereby appoints Michael W. Giancaspro, Norman A. Scher and
Nancy M. Taylor, or any of them, with full power of substitution in each,
proxies (and if the undersigned is a proxy, substitute proxies) to vote all
shares of stock of Tredegar Industries, Inc. that the undersigned is entitled to
vote at the Annual Meeting of Shareholders to be held on May 21, 1996, and at
any and all adjournments thereof:
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
below (except as otherwise to vote for all of the
indicated below) nominees listed below
</TABLE>
Phyllis Cothran, Richard W. Goodrum, Floyd D. Gottwald, Jr.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY OF SUCH NOMINEES WRITE THE
NOMINEE'S NAME ON THE LINE PROVIDED BELOW
2. [ ] FOR [ ] AGAINST [ ] ABSTAIN The proposal to approve the designation of
Coopers & Lybrand L.L.P. as the auditors
for Tredegar for 1996
3. [ ] FOR [ ] AGAINST [ ] ABSTAIN The proposal to approve the Tredegar
Industries, Inc. 1996 Incentive Plan
In their discretion, the Proxies are authorized to vote upon such other business
and matters incident to the conduct of the meeting as may properly come before
the meeting.
PLEASE SIGN AND DATE ON THE REVERSE SIDE
<PAGE>
This Proxy is solicited on behalf of the Board of Directors. This Proxy,
when properly executed, will be voted in the manner directed herein by the
undersigned shareholder. If no direction is made, this Proxy will be voted for
Proposals 1, 2 and 3.
Dated __________________ , 1996
__________________________________
Signature
Please sign name exactly as it
appears on the stock certificate.
Only one of several joint owners
need sign. Fiduciaries should give
full title.
Please MARK, SIGN, DATE AND RETURN
the Proxy Card promptly using the
enclosed envelope.
