SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
DETROIT & CANADA TUNNEL CORPORATION
(Name of Registrant as Specified In Its Charter)
____________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 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>
DETROIT & CANADA TUNNEL CORPORATION
100 East Jefferson Avenue
Detroit, Michigan 48226
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held March 13, 1996
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders of Detroit
& Canada Tunnel Corporation (the "Company") will be held at the Company's
offices at 100 East Jefferson Avenue, Detroit, Michigan, on Wednesday, March
13, 1996, at 10:00 a.m., Eastern Standard Time, for the following purposes:
1. To elect a Board of six directors to serve until the next Annual
Meeting of Shareholders or until their successors shall have been duly
elected and qualified.
2. To transact such other business as may properly come before the
meeting.
Only holders of Common Stock of record at the close of business on
January 26, 1996, are entitled to notice of and to vote at the meeting or any
adjournment or adjournments thereof.
Your attention is directed to the attached Proxy Statement and
accompanying proxy. You are requested, whether or not you plan to be present at
the meeting, to sign and return the proxy in the envelope provided, to which no
postage need be affixed if mailed in the United States. If you attend the
meeting you may withdraw your proxy and vote your own shares.
A copy of the Annual Report of the Company for the fiscal year ended
October 31, 1995, accompanies this notice.
By Order of the Board of Directors
CHARLES J. O'BRIEN, Secretary
Dated: February 6, 1996
<PAGE>
DETROIT & CANADA TUNNEL CORPORATION
----------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To be held March 13, 1996
PROXIES AND SOLICITATION
The accompanying proxy is solicited by the Board of Directors of Detroit
& Canada Tunnel Corporation (the "Company"), to be used at the Annual Meeting
of Shareholders to be held on March 13, 1996, and at any adjournment or
adjournments thereof. The shares represented by valid proxies in the enclosed
form will be voted if received in time for the meeting. The proxy is revocable
at any time prior to being voted.
Proxies are being solicited by mail. The approximate mailing date for
this proxy statement and proxy is February 6, 1996. The Company will pay all
expenses in connection with the solicitation, including postage, printing and
handling and the expenses incurred by brokerage houses, custodians, nominees
and fiduciaries in forwarding proxy material to beneficial owners.
PLACE OF MEETING
The Annual Meeting will be held at the Company's offices at 100 East
Jefferson Avenue, Detroit, Michigan, on Wednesday, March 13, 1996, at 10:00
a.m., Eastern Standard Time.
VOTING RIGHTS AND PRINCIPAL HOLDERS OF SECURITIES
Only holders of record of shares of Common Stock at the close of business
on January 26, 1996, are entitled to notice of and to vote at the meeting or at
any adjournment or adjournments thereof, each share having one vote. On the
record date, the Company had issued and outstanding 676,027 shares of Common
Stock.
Set forth below, to the knowledge of the Company, is (i) the aggregate
beneficial ownership of the outstanding shares of Common Stock as of January
26, 1996, of each person who beneficially owns more than 5% of the outstanding
shares of Common Stock and (ii) the percentage of the outstanding shares of
Common Stock owned by such persons on such date.
<TABLE>
<CAPTION>
Number of Percent
Name and Address Shares of
of Beneficial Owner Beneficially Owned Class
------------------- ------------------ -----
<S> <C> <C>
Henry Penn Wenger
P.O. Box 43098
Detroit, Michigan 48243 431,955 63.90%
CenTra, Inc.
34200 Mound Road
Sterling Heights, Michigan 48077(1) 37,800 5.59%
Levy, Harkins & Co., Inc.
80 Pine Street
New York, New York 10005(1) 37,000 5.47%
<FN>
- ----------------
(1) Based on information contained in a Form 13D filed with the Securities and
Exchange Commission (the "SEC"). According to the Form 13D filed with the
SEC by Levy, Harkins & Co., Inc. ("L&H"), 35,000 of these shares are owned
by discretionary account customers of L&H as to which each such customer
and L&H share voting power and as to which L&H has sole dispositive power,
and 2,000 of these shares are owned by an employee benefit plan of L&H as
to which each such employee and L&H share voting power and as to which L&H
has sole dispositive power.
</TABLE>
<PAGE>
ELECTION OF DIRECTORS
Six directors are to be elected at the Annual Meeting to serve until the
next annual election and until their successors have been elected and
qualified. The nominees receiving the greatest number of votes cast shall be
elected. It is intended that proxies in the accompanying form will be voted in
favor of the election of the nominees named below. In case any of such nominees
are unable or decline to serve, it is intended that proxies received in the
accompanying form will be voted in accordance with the best judgment of the
proxy holders. The management has no knowledge that any of these nominees will
be unable or will decline to serve.
The following table sets forth the age of each nominee for director of
the Company, his positions with the Company and other principal occupations,
the year in which he commenced to serve as a director of the Company and the
approximate number and percentage of shares of Common Stock of the Company
beneficially owned, directly or indirectly, by each nominee as of the close of
business on January 26, 1996.
<TABLE>
<CAPTION>
Number and
Percentage
Positions and Offices Year of Shares
With Company and First Beneficially
Other Principal Became a Owned as of
Name Age Occupations Director 1/26/96
---- --- --------------------- -------- -------------
<S> <C> <C> <C> <C>
Douglas L. Bridges 52 Senior Vice President-Sales, First of Michigan 1987 0
Corporation, member of New York Stock Exchange
Miles Jaffe 68 Consultant 1984 200*
Charles C. Stewart 70 President, Lawrie Petroleum Co., Director of Mutual 1984 100*
Oil & Gas Co., and OMNICOR, Inc.
Robert M. Teeter 56 President, Coldwater Corporation, Director of 1989 0
Browning-Ferris Industries, Durakon Industries,
Inc., United Parcel Service of America Inc.,
Optical Imaging Systems, Inc. and Ann Arbor Bank
Donald M. Vuchetich 49 President and Chief Executive Officer of the Company; 1990 0
marketing consultant
Henry Penn Wenger 68 Oil producer and investor 1983 431,955
(63.90%)
<FN>
- ----------------
* Less than 1.0%
</TABLE>
All executive officers and directors as a group beneficially owned
432,286 shares (63.95%) of the Company's Common Stock as of January 26, 1996.
The Audit Committee of the Board of Directors, which consists of Douglas
L. Bridges, Miles Jaffe, Charles C. Stewart and Robert M. Teeter, met twice
during the fiscal year ended October 31, 1995. The functions performed by the
Audit Committee are: (1) nominating the Company's independent auditors for
approval by the Board of Directors; (2) reviewing with the independent auditors
the scope, cost and results of the auditing engagement; (3) reviewing and
approving fees for audit and non-audit professional services provided by the
independent auditors and determining whether such non-audit services affect the
independence of the independent auditors; and (4) reviewing reports submitted
by independent auditors regarding the adequacy of the Company's system of
internal accounting controls.
The Board of Directors currently has no compensation or nominating
committee. The Executive Committee of the Board of Directors consists of
Douglas L. Bridges, Donald M. Vuchetich and Henry Penn Wenger. The Board of
Directors met four times during the fiscal year.
Officers of the Company who are directors do not receive any additional
remuneration for services as directors. Each director who is not employed by
the Company receives a director's fee of $1,750 per fiscal quarter, plus $500
and reasonable expenses for each Board of Directors' meeting attended, and $500
per fiscal quarter for serving on a committee of the Board of Directors.
Committee chairmen receive an additional $375 per fiscal quarter.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth the compensation paid to certain executive
officers for the fiscal years ended October 31, 1993, 1994 and 1995. No other
executive officer of the Company received an annual salary and bonus of more
than $100,000 in any of such years.
<TABLE>
<CAPTION>
Annual Compensation
Name and Fiscal -------------------- All Other
Principal Position Year Salary($) Bonus($) Compensation($)(1)
------------------ ---- --------- -------- ------------------
<S> <C> <C> <C> <C>
Donald M. Vuchetich 1993 $125,000 $40,000 $1,650
President, Chief Executive Officer and Director 1994 130,000 45,000 7,133
1995 135,000 45,000 1,800
David C. Canavesio 1993 92,114 3,600 957
Treasurer and Vice President -- Finance 1994 95,750 3,700 7,702
1995 99,550 3,800 1,033
<FN>
- ----------------
(1) Represents contributions made by the Company under the Detroit-Windsor
Tunnel 401(k) Plan and in 1994, compensation received for temporary duties.
</TABLE>
Pursuant to an amended employment agreement, Mr. Vuchetich has agreed to
spend at least two-thirds of his time on the Company's business and will
receive compensation at the rate of $135,000 per year, plus a discretionary
bonus. Mr. Vuchetich's employment may be terminated by either party at any
time. In the event of a termination by the Company for other than cause, the
agreement entitles Mr. Vuchetich to severance pay equal to his salary for the
unexpired portion of the calendar term, but no less than two months salary.
The Company also has severance agreements with Messrs. Vuchetich and
Canavesio under which they would receive compensation of salary and bonus for
two years and one year respectively, less other severance payments received
from the Company, upon involuntary termination of employment after a change of
control.
COMPANY ACCOUNTANTS
Ernst & Young LLP was the Company's independent auditor for the fiscal
year ended October 31, 1995, and has been selected to serve as the Company's
independent auditor for fiscal 1996. A representative of this firm is expected
to be present at the Annual Meeting of Shareholders to respond to appropriate
questions and will have an opportunity to make a statement if he or she desires
to do so.
OTHER MATTERS
As of the date of this Proxy Statement, the management does not intend to
present, and has not been informed that any other person intends to present,
any matters for action at this meeting other than those specifically referred
to in the Proxy and in this Proxy Statement. If, however, any other matters not
now known or determined shall be presented, it is the intention of the proxy
holders to vote such proxies in accordance with their best judgment.
A shareholder proposal which is intended to be presented at the Annual
Meeting of Shareholders for fiscal 1996 must be received by the Company at its
principal offices, 100 East Jefferson Avenue, Detroit, Michigan 48226 by
October 9, 1996.
By Order of the Board of Directors
CHARLES J. O'BRIEN, Secretary
Dated: February 6, 1996
<PAGE>
[Form of Proxy--Side 1]-------------------------------------------------------
PROXY DETROIT & CANADA TUNNEL CORPORATION PROXY
Annual Meeting of Shareholders, March 13, 1996
The undersigned hereby appoints Douglas L. Bridges and Miles Jaffe, and each
of them, with power of substitution, the proxies of the undersigned to vote
the stock of the undersigned at the Annual Meeting of Shareholders of Detroit
& Canada Tunnel Corporation to be held March 13, 1996, and at any adjournment
thereof:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The shares represented by this proxy will be voted as specified herein. If no
specifications are made, the shares will be voted for the nominees listed.
************************************************
* PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE *
* AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. *
************************************************
NOTE: Please date this proxy and sign exactly as your name appears hereon. If
the shares are registered in more than one name, each joint owner should sign.
When signing as attorney, administrator, personal representative, executor,
guardian or trustee, add your title to the signature.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________________ _______________________________________
___________________________________ _______________________________________
___________________________________ _______________________________________
<PAGE>
[Form of Proxy--Side 2]-------------------------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
DETROIT & CANADA TUNNEL CORPORATION
With- For All
For hold Except
1.) Election of Directors: [ ] [ ] [ ]
Douglas L. Bridges, Miles Jaffe, Charles C. Stewart, Robert M. Teeter,
Donald M. Vuchetich and Henry Penn Wenger
INSTRUCTION: To withhold authority to vote for any individual nominee mark
for "For All Except" box and strike a line through that nominee's name.
2.) In their discretion, with respect to any other matters that may properly
come before the meeting.
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date________________________
___________________________________ _______________________________________
Stockholder sign here Co-owner sign here
Mark box at right if comments or address change [ ]
have been noted on the reverse side.
DETACH CARD
DETROIT & CANADA TUNNEL CORPORATION
Dear Shareholder:
Please take note of the important information enclosed with this Proxy Ballot.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the box on the proxy card to indicated how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders on
March 13, 1996.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Detroit & Canada Tunnel Corporation
