As filed with the Securities and Exchange Commission on March 2, 1998.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13E-4
(Final Amendment)
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities ExchangeAct of 1934)
TREDEGAR INDUSTRIES, INC.
(Name of Issuer)
TREDEGAR INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
Common Stock
(Title of Class of Securities)
89465010
(CUSIP Number of Class of Securities)
Nancy M. Taylor, Esq.
General Counsel and Secretary
TREDEGAR INDUSTRIES, INC.
1100 Boulders Parkway
Richmond, Virginia 23225
(804)330-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
____________________
Copies to:
C. Porter Vaughan, III, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
(804)788-8200
January 16, 1998
(Date Tender Offer First Published,
Sent or Given to Security Holders)
<PAGE>
This Final Amendment amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4, dated as of January 16, 1998 (the "Issuer
Tender Offer Statement"), relating to the offer by Tredegar Industries,
Inc. (the "Company") to purchase 1,250,000 shares (or such lesser number of
shares as are properly tendered) of its common stock, no par value per share
(the "Shares"), at prices not in excess of $65.00 nor less than $58.00 net
per Share in cash upon the terms and subject to the conditions set forth in
the Offer to Purchase dated January 16, 1998, and in the related Letter of
Transmittal (or similar materials distributed to participants in the
Company's stock plans), which together constitute the "Offer," is hereby
amended to incorporate the information included in the exhibit referred to
below.
On February 16, 1998, the Company annouced that, based on a preliminary
count, it expected to purchase approximately 500,000 Shares at a price of $65.00
per Share, in accordance with the terms of the Offer.
A total of approximately 502,924 Shares were validly tendered and not
withdrawn pursuant to the Offer at or below $65.00 per Share, including
Shares for which certificates were delivered to the depositary for the Offer,
American Stock Transfer & Trust Company, pursuant to the Offer's guaranteed
delivery procedure. The Company has accepted for purchase all 502,924 Shares
for $37.2 million or $65.00 per Share. On February 16, 1998, the Company
issued a press release, a copy of which was filed as Exhibit (a)(15) to
Amendment No. 1 to the Issuer Tender Offer Statement.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Final Amendment to Schedule 13E-4 is
true, complete and correct.
March 2, 1998
TREDEGAR INDUSTRIES, INC.
By: /s/ Norman A. Scher
Norman A. Scher
Executive Vice President
