TREDEGAR INDUSTRIES INC
10-Q, 1997-05-07
UNSUPPORTED PLASTICS FILM & SHEET
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                       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, 1997

                                       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, 1997: 12,261,423.

<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.
<TABLE>

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

                                                          March 31,     Dec. 31,
                                                            1997          1996
                                                          ---------     --------
<S>                                                        <C>           <C>
Assets
Current assets:
    Cash and cash equivalents                              $115,475     $101,261
    Accounts and notes receivable                            64,360       61,076
    Inventories                                              16,256       17,658
    Income taxes recoverable                                   --          2,023
    Deferred income taxes                                     9,462        9,484
    Prepaid expenses and other                                3,676        2,920
                                                           --------     --------
       Total current assets                                 209,229      194,422
                                                           --------     --------
Property, plant and equipment, at cost                      262,957      260,200
Less accumulated depreciation and amortization              173,689      169,771
                                                           --------     --------
       Net property, plant and equipment                     89,268       90,429
                                                           --------     --------
Other assets and deferred charges                            39,374       36,094
Goodwill and other intangibles                               20,119       20,132
                                                           ========     ========
       Total assets                                        $357,990     $341,077
                                                           ========     ========

Liabilities and Shareholders' Equity
Current liabilities:
    Accounts payable                                       $ 36,890     $ 28,814
    Accrued expenses                                         29,639       32,487
    Income taxes payable                                      3,585         --
                                                           --------     --------
       Total current liabilities                             70,114       61,301
Long-term debt                                               35,000       35,000
Deferred income taxes                                        16,826       16,994
Other noncurrent liabilities                                 14,573       15,237
                                                           --------     --------
       Total liabilities                                    136,513      128,532
                                                           --------     --------
Shareholders' equity:
    Common stock, no par value                              112,246      113,019
    Foreign currency translation adjustment                     205          499
    Retained earnings                                       109,026       99,027
                                                           --------     --------
       Total shareholders' equity                           221,477      212,545
                                                           --------     --------
       Total liabilities and shareholders' equity          $357,990     $341,077
                                                           ========     ========
</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
                                                       -------------------------
                                                          1997           1996
                                                       ----------     ----------
<S>                                                    <C>            <C>
Revenues:
    Net sales                                          $ 133,345      $ 141,387
    Other income (expense), net                            2,845           (383)
                                                       ---------      ---------
       Total                                             136,190        141,004
                                                       ---------      ---------

Costs and expenses:
    Cost of goods sold                                   106,960        113,734
    Selling, general and administrative                    8,561         11,220
    Research and development                               3,266          2,429
    Interest                                                 521            650
    Unusual items                                           --          (10,747)
                                                       ---------      ---------
       Total                                             119,308        117,286
                                                       ---------      ---------
Income before income taxes                                16,882         23,718
Income taxes                                               5,928          7,371
                                                       ---------      ---------
Net income                                             $  10,954      $  16,347
                                                       =========      =========

Earnings per common and dilutive common
    equivalent share                                   $     .83      $    1.27
                                                       =========      =========

Shares used to compute earnings per
    common and dilutive common equivalent
    share                                                 13,178         12,877
                                                       =========      =========
</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
                                                         -----------------------
                                                            1997         1996
                                                         -----------  ----------
<S>                                                      <C>          <C>
Cash flows from operating activities:
    Net income                                           $  10,954    $  16,347
    Adjustments for noncash items:
       Depreciation                                          4,542        6,047
       Amortization of intangibles                              13          143
       Deferred income taxes                                    12       (2,623)
       Accrued pension income and postretirement
           benefits                                           (778)        (401)
       Gain on divestitures, net                              --        (10,747)
       Gain on sale of technology-related investments       (1,885)        --
    Changes in assets and liabilities, net of effects from divestitures:
       Accounts and notes receivable                        (3,284)      (5,875)
       Inventories                                           1,402        1,638
       Income taxes recoverable                              2,023        2,179
       Prepaid expenses and other                             (756)        (617)
       Accounts payable                                      8,076        2,911
       Accrued expenses and income taxes payable               737        6,805
    Other, net                                                (447)         141
                                                         ---------    ---------
       Net cash provided by operating activities            20,609       15,948
                                                         ---------    ---------
Cash flows from investing activities:
    Capital expenditures                                    (3,729)      (7,817)
    Investments                                             (2,877)         (50)
    Proceeds from the sale of investments                    2,060         --
    Property disposals                                          66           43
    Proceeds from the sale of Molded Products
       (net of transaction costs of $3,527)                   --         53,973
    Other, net                                                (187)          28
                                                         ---------    ---------
       Net cash (used in) provided by investing
           activities                                       (4,667)      46,177
                                                         ---------    ---------
Cash flows from financing activities:
    Dividends paid                                            (955)        (731)
    Net increase (decrease) in borrowings                     --           --
    Repurchases of Tredegar common stock                    (1,479)        --
    Other, net                                                 706          182
                                                         ---------    ---------
       Net cash used in financing activities                (1,728)        (549)
                                                         ---------    ---------
Increase (decrease) in cash and cash equivalents            14,214       61,576
Cash and cash equivalents at beginning of period           101,261        2,145
                                                         =========    =========
Cash and cash equivalents at end of period               $ 115,475    $  63,721
                                                         =========    =========
</TABLE>

                 See accompanying notes to financial statements.


<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, 1997,
     and the  consolidated  results of their operations and their cash flows for
     the three months ended March 31, 1997 and 1996.  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,  1996.  The results of  operations  for the three
     months ended March 31, 1997, are not necessarily  indicative of the results
     to be expected for the full year.

2.   Historical  and pro forma net income and  earnings  per common and dilutive
     common equivalent share, adjusted for unusual items and  technology-related
     investment  gains/losses  affecting the  comparability of operating results
     and the pro forma  effects of the Molded  Products and Brudi  divestitures,
     are presented below:
<TABLE>
<CAPTION>
                                                                         (In Thousands Except Per-Share
                                                                                      Amounts)

                                                                    Three Months                   Year Ended
                                                                   Ended March 31                   Dec. 31,
                                                            ----------------------------
                                                              1997                1996                1996
                                                            --------            --------            --------
<S>                                                         <C>                 <C>                 <C>
Historical net income as reported                           $ 10,954            $ 16,347            $ 45,035
After-tax effects of unusual items:
    Gain on sale of property in Fremont, CA                     --                  --                (1,215)
    Write-off of specialized machinery and
       equipment due to excess capacity in
       certain industrial packaging films                       --                  --                   795
    Combined net gain on the Molded Products
       and Brudi divestitures                                   --                (8,059)             (8,059)
                                                            --------            --------            --------
Historical net income as adjusted for unusual items           10,954               8,288              36,556
After-tax effect of technology-related investment
    (gains) losses                                            (1,206)               --                (1,369)
                                                            --------            --------            --------
Net income as adjusted for unusual items and
    technology-related investment gains/losses                 9,748               8,288              35,187
Pro forma adjustments:
    Combined after-tax operating profit of Molded
       Products and Brudi                                       --                  (737)               (715)
    Reduction of Tredegar's after-tax cost for
       certain benefit plans due to the curtailment
       of participation by Molded Products
       employees                                                --                   161                 161
    After-tax interest income on assumed
       investment in cash equivalents of expected
       after-tax divestiture proceeds at an annual
       rate of approximately 5.4%                               --                   571                 724
                                                            --------            --------            --------
Pro forma net income as adjusted for unusual items,
    technology-related investment gains/losses and the
    pro forma effects of the Molded Products and Brudi
    divestitures                                            $  9,748            $  8,283            $ 35,357
                                                            ========            ========            ========

Earnings per common and dilutive common equivalent share:
    As reported                                            $     .83            $   1.27            $   3.44
    As adjusted for unusual items                                .83                 .64                2.79
    As adjusted for unusual items and technology-
       related investment gains/losses                           .74                 .64                2.69
    Pro forma as adjusted for unusual items,
       technology-related investment gains/losses
       and the pro forma effects of the Molded
       Products and Brudi divestitures                           .74                 .64                2.70

</TABLE>

          The pro forma operating  results  presented above assume that Tredegar
     sold Molded  Products and Brudi at the  beginning of 1996 (Molded  Products
     was sold on March 29, 1996, and the Brudi  divestiture was completed in the
     second  quarter  of  1996)  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.

          At  March   31,   1997   and   December   31,   1996,   Tredegar   had
     technology-related  investments  with a cost basis of $8.8  million  and $6
     million,  respectively,  which represented ownership (either in the form of
     limited  partnership  shares,  the stock of privately held companies or the
     restricted or  unrestricted  stock of companies  that  recently  registered
     shares in  initial  public  offerings)  of less than 20% in eight  separate
     entities.  These  investments  are  included in "Other  assets and deferred
     charges" in the consolidated  balance sheets and each security is accounted
     for at the lower of cost or estimated fair value.  Management estimates the
     fair value of these  investments to be  approximately  $20 million at March
     31, 1997. However, because of the inherent uncertainty of the valuations of
     restricted  securities or securities  for which there is no public  market,
     these  estimates may differ  significantly  from the values that would have
     been used had a ready market for the securities existed.  Furthermore,  the
     publicly-traded stock of emerging,  technology-based  companies usually has
     higher volatility and risk than the U.S. stock market as a whole.

          In February  1997,  the Financial  Accounting  Standards  Board issued
     Statement of Financial  Accounting Standards No. 128, "Earnings per Share."
     The  standard  must be adopted by Tredegar  in the fourth  quarter of 1997,
     with all  prior  periods  restated  to  conform  to the new  method.  Early
     application is not permitted. The new standard requires the presentation in
     the income  statement of basic and diluted  earnings per share. In contrast
     to primary earnings per share under existing standards,  basic earnings per
     share  excludes  common stock  equivalents  (for example,  stock  options).
     Accordingly,  for the periods shown below, under the new requirements basic
     earnings  per share for  Tredegar  will be higher than  amounts  previously
     reported,  while  diluted  earnings  per share  will be the same as amounts
     previously reported:

<TABLE>
<CAPTION>
                                                   Three Months             Years Ended
                                                   Ended March 31           December 31
                                              ------------------------ ----------------------
                                                  1997        1996        1996        1995
                                              ------------ ----------- ----------- ----------
<S>                                                 <C>          <C>         <C>        <C>
Percentage basic earnings per share
    higher (lower) than earnings per share
    as reported                                      7.6%        5.7%        7.3%       3.5%
Percentage diluted earnings per share
    higher (lower) than earnings per share
    as reported                                        -           -           -          -


</TABLE>


<PAGE>


3.        On March 7, 1997,  Tredegar  announced  that its  William  L.  Bonnell
          subsidiary  had agreed in principle to acquire an aluminum  extrusions
          and  fabrication  plant in El Campo,  Texas,  owned by Reynolds Metals
          Company.  Details of the agreement  were not  disclosed.  The proposed
          acquisition, which is subject to various conditions, is expected to be
          completed in the second quarter.  The facility extrudes and fabricates
          products used  primarily in  transportation,  electrical  and consumer
          durables markets.

4.       The components of inventories are as follows:

                                                         (In Thousands)
                                                 March 31            Dec. 31
                                                   1997                1996
                                               --------------     --------------
           Finished goods                            $ 2,054            $ 1,677
           Work-in-process                             1,128              1,782
           Raw materials                               7,018              7,958
           Stores, supplies and other                  6,056              6,241
                                               ==============     ==============
               Total                                 $16,256            $17,658
                                               ==============     ==============





<PAGE>



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

                              Results of Operations

               First Quarter 1997 Compared with First Quarter 1996

          Net income for the first  quarter of 1997 was $11  million or 83 cents
per share,  down from $16.3  million or $1.27 per share in the first  quarter of
1996.  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 a loss  accrued  on the  divestiture  of Brudi (the Brudi
divestiture  was  completed  in the second  quarter of 1996).  Results  for 1997
include technology-related  investment gains of $1.9 million ($1.2 million after
income   taxes).   See   Note  2  on   page  5  for   further   information   on
technology-related investments as of March 31, 1997.

          Net income excluding unusual items and  technology-related  investment
gains for the first  quarter of 1997 was $9.7 million or 74 cents per share,  up
from  $8.3  million  or 64 cents per share in the  first  quarter  of 1996.  The
improved  results  were  driven  primarily  by strong  performance  in  aluminum
extrusions and slightly higher profits in plastic films.  Higher interest income
(see further  discussion  below) and pension income resulted  primarily from the
Molded  Products and Brudi  divestitures  and offset the adverse impact of their
disposal on operating profit (see Note 2 on page 5).

          Excluding the effects of the Molded  Products and Brudi  divestitures,
first-quarter  net  sales  increased  18% in 1997  due to  higher  sales in Film
Products and  Aluminum  Extrusions.  The increase in sales in Film  Products was
driven by higher volume of lower margin nonwoven film  laminates,  higher volume
for foreign operations  (especially permeable film in Europe) and higher selling
prices  (reflecting  higher average  plastic resin costs),  partially  offset by
lower  volume of diaper  backsheet  in North  America.  Higher sales in Aluminum
Extrusions  reflected  continued  strength in residential and commercial windows
and higher volume to distributors.

          The gross profit margin during the first quarter of 1997  increased to
19.8% from 19.6% in 1996 due to higher volume in Aluminum Extrusions,  partially
offset by lower margins in Film Products.

          Selling, general and administrative expenses decreased by $2.7 million
or 23.7% due to the Molded Products and Brudi  divestitures  and lower corporate
overhead,  partially offset by higher selling,  general and administrative costs
in Film Products.  Selling, general and administrative expenses, as a percentage
of sales, declined to 6.4% in 1996 compared with 7.9% in 1996.

          Research and development  expenses  increased by $837,000 or 34.5% due
to higher product  development  spending at Film Products and higher spending at
Molecumetics.

          Interest income, which is included in "Other income (expense), net" in
the  consolidated  statements of income,  increased to $1.2 million in 1997 from
$92,000 in 1996 due to the investment of divestiture proceeds and cash generated
from operations. The average tax equivalent yield earned on cash equivalents was
5.6% in 1997 and 5.4% in 1996.  Tredegar's  policy permits  investment of excess
cash  in  marketable  securities  that  have  the  highest  credit  ratings  and
maturities  of  less  than  one  year.  The  primary  objectives  of  Tredegar's
investment policy are  safety  of  principal  and  liquidity.  Interest  expense
declined by $129,000 due primarily to higher capitalized interest.

          The  effective  tax rate  excluding  unusual  items,  the  effects  of
tax-exempt interest income and investment gains declined slightly to 36% in 1997
from 36.1% in 1996.

<PAGE>



                                 Segment Results

          The following tables present Tredegar's net sales and operating profit
by segment for the three months ended March 31, 1997 and 1996.
<TABLE>

                              Net Sales by Segment
                                 (In Thousands)
                                  (Unaudited)

<CAPTION>
                                                    Three Months       Favorable
                                                   Ended March 31       (Unfav.)
                                              -----------------------
                                                  1997        1996     % Change
                                              ------------ ---------- ----------
<S>                                            <C>         <C>               <C>
Film Products and Fiberlux                     $    75,437 $  59,457         27
Aluminum Extrusions                                 57,495    52,916          9
Technology                                             413       371         11
                                              ------------ ---------- ----------
    Total ongoing operations                       133,345   112,744         18
Divested operations:
    Molded Products                                      -     21,131         -
    Brudi                                                -      7,512         -
                                              ============ =========== =========
    Total net sales                            $   133,345   $141,387        (6)
</TABLE>
                                              ============ =========== =========
<TABLE>

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

                                                    Three Months       Favorable
                                                   Ended March 31       (Unfav.)
                                              -----------------------
                                                  1997        1996      % Change
                                              ------------ ---------- ----------
<S>                                            <C>         <C>               <C>
Film Products and Fiberlux                     $   10,968  $  11,045         (1)

Aluminum Extrusions                                 6,702      4,976         35

Technology:
    Molecumetics                                   (1,665)    (1,226)       (36)
    Investments and other                           1,843        (19)         -
                                              ------------ ----------  ---------
                                                      178     (1,245)         -
                                              ------------ ----------  ---------
Divested operations:
    Molded Products                                     -      1,011          -
    Brudi                                               -        223          -
    Unusual items                                       -     10,747          -
                                              ------------ ---------- ----------
                                                        -     11,981          -
                                              ------------ ---------- ----------
    Total operating profit                         17,848     26,757        (33)
Interest income                                     1,151         92      1,151
Interest expense                                      521        650         20
Corporate expenses, net                             1,596      2,481         36
                                              ------------ ---------- ----------
Income before income taxes                         16,882     23,718        (29)
Income taxes                                        5,928      7,371         20
                                              ============ ========== ==========
Net income                                     $     10,954 $ 16,347        (33)
                                              ============ ========== ==========
</TABLE>


<PAGE>



          Unusual items include a pretax gain recognized in the first quarter of
1996 on the sale of  Molded  Products  ($19.9  million),  partially  offset by a
pretax  loss  accrued  on the  divestiture  of Brudi  ($9.1  million;  the Brudi
divestiture  was  completed  in the second  quarter of 1996).  "Investments  and
other" includes pretax gains on technology-related  investments of $1.9 million.
See  Note  2  on  page  5  for  further   information  on  items  affecting  the
comparability of operating results.

          Sales in Film Products  increased due to higher volume of lower margin
nonwoven  film  laminates,  higher  volume for  foreign  operations  (especially
permeable film in Europe) and higher selling prices  (reflecting  higher average
plastic resin costs),  partially  offset by lower volume of diaper  backsheet in
North  America.  Operating  profit  improved  slightly in Film  Products  due to
improved  production  efficiencies for nonwoven film laminates and higher volume
of permeable film in Europe for feminine pads,  partially offset by lower diaper
backsheet volume and margins in North America and higher new product development
expenses.  Operating  profit declined in Fiberlux due to lower volume and higher
selling, general and administrative costs.

          Sales in Aluminum Extrusions  increased due primarily to higher volume
(up 15%),  reflecting  continued  strength in residential and commercial windows
and higher volume to distributors. Operating profit increased by $1.7 million or
35% due to higher volume and related  lower unit  conversion  costs.  Conversion
costs  also  improved  as a  result  of the  Newnan  press  improvement  project
completed late last year. On March 7, 1997,  Tredegar announced that its William
L. Bonnell subsidiary had agreed in principle to acquire an aluminum  extrusions
and  fabrication  plant in El Campo,  Texas,  owned by Reynolds  Metals Company.
Details of the agreement were not disclosed. The proposed acquisition,  which is
subject  to  various  conditions,  is  expected  to be  completed  in the second
quarter.  The  facility  extrudes  and  fabricates  products  used  primarily in
transportation, electrical and consumer durables markets.

          Excluding  investment  gains,  technology  segment losses increased by
$462,000 due to higher research and development spending at Molecumetics.

                         Liquidity and Capital Resources

          Tredegar's  total assets  increased to $358 million at March 31, 1997,
from $341.1  million at December 31, 1996, due mainly to an increase in cash and
cash  equivalents  of  $14.2  million  (see  further  discussion  below).  Total
liabilities  increased to $136.5 million at March 31, 1997,  from $128.5 million
at December  31, 1996,  due  primarily  to higher  accounts  payable in Aluminum
Extrusions  resulting  from more  favorable  trade  terms  with  aluminum  ingot
suppliers.  Income taxes payable of $3.6 million  relates to timing  differences
between income tax accruals and payments during the year.

          Debt at March 31,  1997 and  December  31,  1996,  consisted  of a $35
million,  7.2% note  maturing  in June 2003  (annual  principal  payments  of $5
million  will begin in June 1997).  Tredegar  had cash and cash  equivalents  in
excess of debt of $80.5 million at March 31, 1997,  compared to $66.3 million at
December 31, 1996.

          Net cash  provided  by  operating  activities  in  excess  of  capital
expenditures  and  dividends  increased to $15.9 million in the first quarter of
1997 from $7.4  million in 1996 due  primarily  to improved  operating  results,
improved trade terms with aluminum ingot suppliers,  lower capital  expenditures
in Film Products and the effect on capital  expenditures  of the Molded Products
and  Brudi  divestitures   (Molded  Products  and  Brudi  had  combined  capital
expenditures of $1.2 million in the first quarter of 1996). Capital expenditures
for Film  Products in 1997 were related to normal  replacement  of machinery and
equipment,  expansion  into  China and  permeable  film  additions,  while  1996
included  normal   replacement  as  well  as  nonwoven  film  laminate  capacity
additions,  expansion  of  permeable  film  capacity in Europe and  expansion of
permeable and diaper backsheet film capacity in Brazil.

          The increase in cash and cash  equivalents  to $115.5 million at March
31, 1997, was due to the $15.9 million of excess cash generated during the first
quarter of 1997 combined with other sources  ($585,000)  and the $101.3  million
cash and cash equivalents balance at December 31, 1996, partially offset by uses
of funds for technology-related  investments ($817,000, net of proceeds from the
sale of investments) and the repurchase of Tredegar common stock ($1.5 million).



<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.  No reports on Form 8-K have been  filed
                  for the  quarter  ended  March 31, 1997.







<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 7, 1997                 /s/ N. A. Scher
            --------------------       -----------------------------------------
                                       Norman A. Scher
                                       Executive Vice President,
                                       Treasurer and Chief Financial
                                       Officer (Principal Financial
                                       Officer)

Date:       May 7, 1997                 /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


<TABLE>


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

                                                               Three Months
                                                             Ended March 31
                                                           ---------------------
                                                              1997        1996

<S>                                                         <C>         <C>    
Net income                                                  $10,954     $16,347
                                                           =========   =========

Earnings per common and dilutive common
     equivalent share as reported (1)                       $   .83     $  1.27
                                                           =========   =========

PRIMARY EARNINGS PER SHARE:
Shares issuable upon the assumed exercise
     of outstanding stock options (2)                           935         690
Weighted average common shares outstanding
     during period                                           12,243      12,187
                                                           ---------   ---------
Weighted average common and dilutive common
     equivalent shares                                       13,178      12,877
                                                           =========   =========

Primary earnings per share (1)                              $   .83     $  1.27
                                                           =========   =========

FULLY DILUTED EARNINGS PER SHARE:
Shares issuable upon the assumed exercise
     of outstanding stock options (3)                           935         690
Weighted average common shares outstanding
     during period                                           12,243      12,187
                                                           ---------   ---------
Weighted average common and dilutive common
     equivalent shares                                       13,178      12,877
                                                           =========   =========

Fully diluted earnings per share (3)                        $   .83     $  1.27
                                                           =========   =========

</TABLE>


Notes to Exhibit 11:
(1)      Shares  used  to  compute  earnings  per  common  and  dilutive  common
         equivalent  share in the  consolidated  statements  of  income  include
         common stock equivalents.
(2)      Computed using the average market price during the related period.
(3)      Computed  using the higher of the average market price during the rela-
         ted 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 FOR TREDEGAR
INDUSTRIES, INC. AND SUBSIDIARIES EXTRACTED FROM THE BALANCE SHEET FOR THE
PERIOD ENDED MARCH 31, 1997 AND THE STATEMENT OF INCOME FOR THE THREE MONTHS
ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                         115,475
<SECURITIES>                                         0
<RECEIVABLES>                                   67,648
<ALLOWANCES>                                     3,288
<INVENTORY>                                     16,256
<CURRENT-ASSETS>                               209,229
<PP&E>                                         262,957
<DEPRECIATION>                                 173,689
<TOTAL-ASSETS>                                 357,990
<CURRENT-LIABILITIES>                           70,114
<BONDS>                                         35,000
                                0
                                          0
<COMMON>                                       112,246
<OTHER-SE>                                     109,231
<TOTAL-LIABILITY-AND-EQUITY>                   357,990
<SALES>                                        133,345
<TOTAL-REVENUES>                               136,190
<CGS>                                          106,960
<TOTAL-COSTS>                                  106,960
<OTHER-EXPENSES>                                11,807
<LOSS-PROVISION>                                    20
<INTEREST-EXPENSE>                                 521
<INCOME-PRETAX>                                 16,882
<INCOME-TAX>                                     5,928
<INCOME-CONTINUING>                             10,954
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    10,954
<EPS-PRIMARY>                                      .83
<EPS-DILUTED>                                      .00
        

</TABLE>


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