<PAGE>
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
- --------------------------------------------------------------------------------
(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):
[_] No fee required
[_] 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:
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Notes:
<PAGE>
TRANS LEASING INTERNATIONAL, INC.
3000 Dundee Road
Northbrook, Illinois 60062
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 28, 1996
The Annual Meeting of Shareholders of Trans Leasing International, Inc.
(the "Company") will be held on Friday, December 13, 1996, at 10:00 a.m., at the
Sheraton North Shore Hotel, 933 Skokie Boulevard, Northbrook, Illinois 60062 for
the purpose of considering and acting upon the following:
(1) The election of six directors.
(2) Ratification of the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending June 30, 1997.
(3) Such other matters as may properly come before the meeting.
The Board of Directors has fixed November 15, 1996, at the close of
business, as the record date for the determination of shareholders entitled to
vote at the meeting, and only holders of shares of Common Stock of record at the
close of business on that day will be entitled to vote. The stock transfer
books will not be closed. A copy of the list of shareholders entitled to vote
at this meeting will be available for examination by any shareholder of record
for any purpose germane to the meeting during normal business hours at the
Company's offices, 3000 Dundee Road, Northbrook, Illinois 60062, during the
period preceding this meeting. A copy of the Company's 1996 Annual Report is
being concurrently mailed to each person on such list.
Whether or not you expect to be present at the meeting, please date, sign
and return the enclosed proxy, which is solicited by the Board of Directors.
The proxy is revocable and will not affect your right to vote in person, in the
event you attend the meeting.
By Order of the Board of Directors
Norman Smagley
Vice President, Finance and
Chief Financial Officer
October 28, 1996
YOU ARE URGED TO DATE AND SIGN
THE ENCLOSED PROXY AND RETURN IT
PROMPTLY. THANK YOU.
<PAGE>
TRANS LEASING INTERNATIONAL, INC.
3000 Dundee Road
Northbrook, Illinois 60062
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of Trans
Leasing International, Inc., a Delaware corporation (hereinafter, the
"Company"), for use at the Annual Meeting of Shareholders (hereinafter, the
"Annual Meeting") to be held on December 13, 1996 and any adjournment thereof.
Proxies in the accompanying form, properly executed and received by the
Secretary prior to the meeting and not revoked, will be voted FOR the election
of directors as set forth herein (unless otherwise designated) and FOR the
ratification of the appointment of Deloitte & Touche LLP as independent auditors
for the fiscal year ending June 30, 1997. Any proxy may be revoked at any time
before it is exercised by giving notice to the Company prior to or at the Annual
Meeting. The approximate date of mailing of this Proxy Statement is November
22, 1996. The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited by directors,
officers and other employees of the Company by telephone, telex, in person or
otherwise.
Only holders of Common Stock, par value $.01 per share, of the Company
(hereinafter, the "Common Stock") of record on the books of the Company at the
close of business on November 15, 1996 will be entitled to vote at the Annual
Meeting. As of October 25, 1996, there were 4,015,755 shares of Common Stock
outstanding, the holders of which are entitled to one vote per share. A
majority of the outstanding Common Stock of the Company will constitute a quorum
for the transaction of business at the Annual Meeting, but if a quorum should
not be present, the Annual Meeting may be adjourned until a quorum is obtained.
ELECTION OF DIRECTORS
The Board of Directors of the Company consists of six directors, all of
whom will be elected at the Annual Meeting. The directors to be elected at the
Annual Meeting shall hold office until the 1997 Annual Meeting of Shareholders
and until their successors shall have been elected and qualified. If the
accompanying form of proxy is properly executed, the persons named as proxies
therein will (unless otherwise designated) vote the shares of Common Stock
represented by such executed proxy for the election of the six persons named
below. In case any of the nominees is not a candidate at the meeting, an event
which the Board of Directors does not anticipate, the enclosed proxy may be
voted for a substitute nominee and (unless otherwise designated) will be voted
for the other nominees named. Information supplied by the directors concerning
their ages, business experience, periods of service as directors and the number
of shares of Common Stock of the Company beneficially owned as of October 25,
1996 is shown below.
NOMINEES FOR ELECTION AT THE 1996 ANNUAL MEETING:
<TABLE>
<CAPTION>
Served as Shares
Business Experience and a Director Beneficially
Name Age Other Information Since Owned
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Larry S. Grossman 47 Chairman of the Board of Directors and August 1991 39,000
Chief Executive Officer of the Company
since October, 1996. Chairman and Chief
Executive Officer of FluoroScan Imaging
Systems, Inc. (the manufacturer of the
FluoroScan Imaging System, a fluoroscopic
device) from 1982 to 1986 from 1989 to
present; Chief Operating Officer and Director
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Served as Shares
Business Experience and a Director Beneficially
Name Age Other Information Since Owned
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
of Pain Prevention Labs, Inc. (a manufacturer
of an electronic dental anesthesia device) from
1986 to 1989; President, Chief Executive Officer
and Director of the Company from 1981 to 1982
and Vice President and Director of the Company
from 1972 to 1981.
Michael J. Heyman 43 President and Chief Operating Officer of the August 1991 39,000
Company since October, 1996.
Chairman of MOKSHA Worldwide, Inc.
(an international marketing and merchandising
concern in the apparel industry) since 1994;
Senior Vice President of Heyman Corporation
(an international marketing and merchandising
concern in the apparel industry) from 1982 to 1994.
Larry Bier(a)(b) 44 Vice President of Advertising for the Radio October 1996 0
Shack Division of Tandy Corporation since
September 1992. Advertising Director of
Circuit City Stores, a retail electronics
chain, from January 1989 to August 1992.
Clifford V. Brokaw, III(a) 68 President and Chief Executive Officer of June 1992 150,000
Invail Energy, Inc. (an Oklahoma based
oil and gas production company) from 1977
to 1995. Prior to that time, he was a
general partner of Eastman Dillon, Union
Securities & Co., an investment banking firm
based in New York City.
Mark C. Matthews(d) 44 Partner with the Argent Group (a August 1991 35,000
developer of commercial and residential
real estate) since 1985.
John W. Stodder(b)(c) 73 Independent corporate finance and February 1986- 70,000
acquisition consultant since 1987; August 1991
Director and Vice-Chairman of Jostens, and since
Inc. (a manufacturer of educational, June 1992
recognition and technical products and
services for schools and businesses)
since 1978; Director of Talley
Industries, Inc. (a manufacturer of
industrial and defense products and
developer of real estate) since 1970;
Director of Stevens Graphics Corp.,
(a manufacturer of high volume
packaging and printing machinery and
equipment) since 1992.
(a) Member of the Audit Committee of the Board of Directors.
(b) Member of the Compensation Committee of the Board of Directors.
(c) Chairman of the Audit Committee of the Board of Directors.
(d) Chairman of the Compensation Committee of the Board of Directors.
</TABLE>
2
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company provides health and life insurance policies for the parents of
Larry S. Grossman. The cost to the Company of these policies did not exceed
$25,000 for the year ended June 30, 1996.
The Company leases one automobile and certain equipment to Mark C.
Matthews, a director of the Company, and his affiliates. The remaining required
lease payments on such leases at October 25, 1996, were approximately $23,000 in
the aggregate.
The Company leases an automobile and office equipment to MOKSHA Worldwide,
Inc., of which Michael J. Heyman, a director of the Company, is President. The
remaining required lease payments on these leases at October 25, 1996, were
approximately $20,000 in the aggregate.
INFORMATION REGARDING THE BOARD OF DIRECTORS
The Board of Directors held eight meetings during fiscal 1996. Each
director (other than Mr. Bier who did not serve as a director in fiscal 1996)
attended at least six of the eight meetings of the Board of Directors and all of
the meetings for the Board Committees on which such director served.
The Audit Committee of the Board of Directors meets with management of the
Company and the Company's independent auditors to discuss the scope and the
results of the annual audit by the independent auditors, the fees for the
services to be performed by the independent auditors and the Company's internal
control structure. During fiscal 1996, the Audit Committee consisted of Mr.
Brokaw, Mr. L. Grossman and Mr. Heyman and met once. No officers of the Company
serve on the Audit Committee. Mr. L. Grossman and Mr. Heyman resigned as members
of the Audit Committee upon their appointments as officers of the Company in
October 1996.
The Compensation Committee of the Board of Directors reviews and recommends
salaries and other forms of compensation of elected Company officers, grants
options under the Company's 1986 Employees Stock Option and Performance Unit
Plan and administers such plan, and reviews other personnel and compensation
matters with the Company's management. The Compensation Committee grants options
under the 1992 Executive Management Group Stock Option Plan and administers such
plan. During fiscal 1996, the Compensation Committee consisted of Mr. Heyman,
Mr. Matthews and Mr. Stodder and met once. No officers of the Company serve on
the Compensation Committee. Mr. Heyman resigned as a member of the Compensation
Committee upon his appointment as an officer of the Company in October 1996.
The Board of Directors does not have a nominating committee.
Each director who is not an officer of the Company received a fee of
$12,000 per year and is reimbursed for out-of-pocket expenditures incurred to
attend Board and Committee meetings. The Company's directors have also been
granted warrants to purchase shares of Common Stock. See "Directors" Warrants'.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities to file reports
of securities ownership and changes in such ownership with the Securities and
Exchange Commission (the "SEC"). Officers, directors and greater than ten
percent beneficial owners also are required, by rules promulgated by the SEC, to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required, the
Company believes that during fiscal 1996 all of its officers, directors and
greater than ten percent beneficial owners complied with Section 16(a) filing
requirements applicable to them, except for Joseph Rabito, who failed to file on
a timely basis a Form 5 for the fiscal year ended June 30, 1996, relating to
four purchases of Common Stock in connection with dividend reinvestments.
3
<PAGE>
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of October 25, 1996 (a) by each
person known by the Company to own beneficially more than five percent of such
outstanding Common Stock, (b) by each executive officer and director of the
Company and (c) by all executive officers and directors of the Company as a
group. Each of such shareholders has sole voting and investment power as to
shares shown unless otherwise noted.
<TABLE>
<CAPTION>
Shares Owned Percent
Name Beneficially (1) of Class (2)
<S> <C> <C>
Estate of Richard Grossman 1,927,000 48%
Larry S. Grossman 39,000 1%
Norman Smagley 10,000 *
Joseph Rabito 63,521 2%
Andre Lerman 10,000 *
Clifford V. Brokaw, III 150,000 4%
Michael J. Heyman 39,000 *
Mark C. Matthews 35,000 *
John W. Stodder 70,000 2%
All Directors and Officers as a Group (9 Persons) 416,521 10%
</TABLE>
* Indicates less than 1% of outstanding shares.
(1) These figures include shares covered by options or warrants as
follows: Larry S. Grossman - 35,000; Norman Smagley -10,000; Joseph
Rabito -61,156; Andre Lerman - 10,000; Clifford V. Brokaw, III -
35,000; Michael J. Heyman - 35,000; Mark C. Matthews - 35,000; John
W. Stodder - 65,000; and all officers and directors as a group -
286,156.
(2) Percentages are rounded to the nearest whole percentage point.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the total annual compensation paid or
accrued by the Company during fiscal years 1994, 1995 and 1996 to the Company's
then Chief Executive Officer and to each of the Company's Executive Officers
other than the Chief Executive Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- -------------- ALL OTHER
NAME AND YEAR SALARY BONUS OTHER ANNUAL AWARDS-OPTIONS COMPENSATION
PRINCIPAL POSITION ($) ($) COMPENSATION /SARs(#) ($)
- ------------------- ---- -------- -------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard Grossman, 1996 $286,000 $ 36,000 $ 11,000 25,000 $ -
President, Chief 1995 272,000 34,000 35,000 - -
Executive Officer, 1994 259,000 - 20,000 - 23,000
& Chairman of the
Board of Directors (1)
Norman Smagley, 1996 122,000 15,000 1,000 10,000 5,000
Vice President, Finance 1995 116,000 14,000 - - 2,000
& Chief Financial Officer 1994 (2) 30,000 - - 10,000 (3) -
Joseph Rabito, 1996 130,000 17,000 7,000 50,657 3,000
Vice President, 1995 116,000 14,000 2,000 1,156 (4) -
Operations 1994 110,000 - 2,000 10,000 (3) 2,000
</TABLE>
(1) Richard Grossman passed away in October 1996.
(2) Norman Smagley became Vice President, Finance and Chief Financial Officer
in March 1994. His annualized salary for fiscal 1994 was $110,000.
(3) These options were cancelled in connection with the issuance of options in
fiscal 1996.
(4) 657 of these options were cancelled in connection with the issuance of
options in fiscal 1996.
Some of the persons included in the preceding table received certain non-
cash compensation during fiscal 1996. Except in the case of Richard Grossman,
such compensation did not exceed, in the case of any named individual, 10
percent of the cash compensation of such individual or, in the case of the
group, 10 percent of the cash compensation for the group. The Company provided
Richard Grossman with the use of an automobile and paid the premiums for split
dollar life insurance policies with a face value of $5,474,000 for Richard
Grossman, $500,000 for his former wife, and $100,000 for each of his three
children. The premiums paid on these policies in fiscal 1996 did not exceed
$125,000. These policies provide that in the event of the death of the insured,
the Company will receive from the death benefits payable under the policy the
amount of the premiums previously paid by the Company. The cash surrender value
of these policies, up to the cumulative amount of the premiums paid by the
Company, is assigned to the Company. Annual increases in cash surrender value
have exceeded premiums paid by the Company in each of the past three fiscal
years.
The following table sets forth the number of shares of the Company's Common
Stock subject to stock options granted to the individuals listed in the Summary
Compensation Table during fiscal 1996 pursuant to the 1992 Executive Management
Group Stock Option Plan and the 1986 Employees Stock Option and Performance Unit
Plan, together with related information.
5
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION> POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
PERCENT OF STOCK PRICE
TOTAL OPTIONS EXERCISE APPRECIATION FOR
OPTIONS GRANTED OR BASE OPTION TERM
GRANTED TO EMPLOYEES PRICE EXPIRATION -------------------------
NAME (#)(1) IN FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- -------------------- -------- -------------- -------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Name
Richard Grossman (2) 25,000 11.9% $3.50 11/21/00 $22,180 $50,903
Norman Smagley 10,000 4.7 3.50 11/21/00 8,872 20,361
Joseph Rabito 5,657 2.7 3.50 11/21/00 2,712 6,083
25,000 11.9 3.25 11/2/00 28,430 57,153
20,000 9.5 3.50 11/21/00 17,744 40,723
</TABLE>
(1) Options are immediately exercisable.
(2) Richard Grossman passed away in October 1996. All of his outstanding
options were automatically forfeited upon his death.
The following table sets forth the number of shares of the Company's Common
Stock subject to stock options exercised by the individuals listed in the
Summary Compensation Table during fiscal 1996, together with related
information, and the value of the unexercised options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SHARES NUMBER OF VALUE OF UNEXERCISED
ACQUIRED ON VALUE UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
EXERCISE REALIZED AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)
NAME (#) ($) (EXERCISABLE/UNEXERCISABLE) (EXERCISABLE/UNEXERCISABLE)
- -------------------- ------------ -------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Richard Grossman (1) - $ - 25,000 / 0 $ - / $ 0
Norman Smagley - - 10,000 / 0 - / 0
Joseph Rabito - - 51,156 / 0 4,750 / 0
</TABLE>
(1) Richard Grossman passed away in October 1996. All of his outstanding
options were automatically forfeited upon his death.
DIRECTORS' WARRANTS
During fiscal 1996, the Company granted to certain of its current directors
warrants entitling them to purchase shares of Common Stock. Each of Larry S.
Grossman, Michael J. Heyman, and Mark C. Matthews were granted warrants to
purchase 10,000 shares of Common Stock at an exercise price of $3.50 per share;
Clifford V. Brokaw, III was granted warrants to purchase 35,000 shares of Common
Stock at an exercise price of $3.50 per share; and John W. Stodder was granted
warrants to purchase 65,000 shares of Common Stock at an exercise price of $3.50
per share. In connection with such grants, warrants to purchase 10,000 shares
of Common Stock at an exercise price of $6.00 per share held by each of Mr. L.
Grossman, Mr. Heyman, and Mr. Matthews were cancelled; warrants to purchase
10,000 and 25,000 shares of Common Stock at exercise prices of $6.00 and $5.25
per share, respectively, held by Mr. Brokaw were cancelled; and warrants to
purchase 10,000, 25,000 and 30,000 shares of Common Stock at exercise prices of
$6.00, $5.25, and $4.25, respectively, held by Mr. Stodder were cancelled. In
addition, each of Mr. L. Grossman, Mr. Heyman, and Mr. Matthews holds warrants
to purchase 25,000 shares of Common Stock at an exercise price of $3.25 per
share. The exercise prices of such warrants are subject to adjustment in certain
events and the warrant holders have the right, under certain circumstances, to
have the warrants and shares issuable thereunder included in registrations of
the Company's Common Stock.
6
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee (hereinafter, the "Committee"), is comprised of
three out of five of the Company's directors. During fiscal 1996, Mr. Matthews
served as Chairman of the Committee and Mr. Heyman and Mr. Stodder served as
members of the Committee. The Committee reviews and approves the compensation of
each of the executive officers of the Company (hereinafter, the "Officers"). The
Committee also administers employee stock option plans and other benefit plans.
The Company's compensation program for Officers is designed to reward such
officers for their individual performance and contribution to the Company while
at the same time being tied directly to the Company's overall performance. The
Committee and the Board of Directors (the "Board") believe that a direct
relationship between "Officers" compensation and the Company's performance is a
very important factor in achieving the Company's objective of maximizing
shareholder value.
The Company's executive compensation program consists of a base salary and
participation in the Officers Bonus Plan (the "Bonus Plan") and the 1992
Executive Management Group Stock Option Plan (the "1992 Plan"). The Officers
may also participate in the Trans Leasing International, Inc. Savings Plan (the
"Savings Plan") and the 1986 Employees Stock Option and Performance Unit Plan
(the "1986 Plan") with the other salaried employees.
In 1996, two of the three Officers' base salaries were increased for a
cost-of-living adjustment only. The Committee has decided to increase the
Officers' base salaries in fiscal 1997 in the same manner. It is the
Committee's belief that the potential to earn incremental compensation in the
future should be tied directly to the Company's performance and this is
accomplished through the other components of the executive compensation program
discussed below.
The minimum financial goals in the 1996 Bonus Plan were met in fiscal 1996.
Therefore cash payments were made under that portion of the Plan equal to 12.5
percent of officers' annual compensation. The 1997 Bonus Plan is designed to
provide an incentive to the Officers in the form of a cash payment at the end of
the fiscal year if the Company achieves certain return on equity performance
targets.
The Committee may also grant to the Officers stock options under the 1986
Plan based on the Committee's evaluation of each Officer's performance. The
Committee believes that by providing the opportunity for compensation through
equity ownership, management will be more focused on maximizing shareholder
value. All options are granted at the then current market value; thus,
compensation is earned only on future stock appreciation.
Mark C. Matthews, Chairman
Michael J. Heyman
John W. Stodder
REPORT ON REPRICING OF OPTIONS
On November 21, 1995, the Committee, on the recommendation of management,
determined to amend the Company's outstanding stock options, including those
held by the executive officers named in the Summary Compensation Table above, to
reduce the exercise prices of such options. The Committee felt that, in light
of the depressed market prices of the Common Stock in recent years, such
reduction was necessary in order to allow the options to provide the executive
officers and others with appropriate incentives.
7
<PAGE>
The following table provides details of such option repricing.
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF MARKET PRICE EXERCISE ORIGINAL
SECURITIES OF STOCK AT PRICE AT OPTIONAL TERM
UNDERLYING TIME OF TIME OF REMAINING AT
OPTIONS REPRICING OR REPRICING OR NEW DATE OF REPRICING
REPRICED OR AMENDMENT AMENDMENT EXERCISE OR AMENDMENT
NAME DATE AMENDED (#) ($) ($) PRICE ($) (MONTHS)
- -------------------- --------- ------------ ---------- ------------ ---------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Richard Grossman (1) 11/21/95 25,000 3.50 6.00 3.50 24
Norman Smagley 11/21/95 10,000 3.50 4.00 3.50 40
Joseph Rabito 11/21/95 657 3.50 5.25 3.50 21
10,000 3.50 4.25 3.50 9
10,000 3.50 5.75 3.50 32
</TABLE>
(1) Richard Grossman passed away in October 1996. All of his outstanding
options were automatically forfeited upon his death.
Mark C. Matthews, Chairman
Michael J. Heyman
John W. Stodder
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the total return of the Company's Common Stock
with the Center for Research in Securities Prices ("CRSP") Total Return Index
for the NASDAQ Stock Market (U.S. Companies) and the CRSP Total Return Index for
NASDAQ Financial Stocks. The increase in value of an initial $100 investment
over the indicated time periods is plotted on the following graph.
<TABLE>
<CAPTION>
[GRAPH APPEARS HERE]
NASDAQ
------------------------------------
U.S.
Companies Financials TL11
Measurement period --------- ---------- ---------
(Fiscal year Covered) Index Index Index
- --------------------- --------- ---------- ---------
<S> <C> <C> <C>
6/91 $100.00 $100.00 $100.00
6/92 $120.13 $138.87 $199.96
6/93 $151.08 $182.50 $160.94
6/94 $152.52 $206.03 $136.56
6/95 $203.59 $235.56 $146.31
6/96 $261.37 $306.83 $134.12
</TABLE>
NASDAQ U.S. Companies -- NASDAQ Financials -- Trans Leasing International --
8
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Upon recommendation by the Audit Committee, the Board of Directors has
appointed Deloitte & Touche LLP as independent auditors for the Company's fiscal
year ending June 30, 1997. The Company has been advised that Deloitte & Touche
LLP has no relationship with the Company or its subsidiaries other than that
arising from their role as the Company's auditors.
Representatives of Deloitte & Touche LLP are expected to be present at the
1996 Annual Meeting with the opportunity to make a statement if they so desire
and to be available to respond to appropriate questions relating to that firm's
examination of the Company's financial statements for fiscal 1996.
DISCRETIONARY VOTING OF PROXIES IN OTHER MATTERS
The Board of Directors of the Company does not know of any other matters
that are to be presented for action at the meeting. Should any other matter
come before the meeting, however, the persons named in the enclosed proxy will
have discretionary authority to vote all proxies with respect to such matter in
accordance with their judgment.
SUBMISSION OF SHAREHOLDER PROPOSALS
All proposals of shareholders intended to be presented at the 1997 Annual
Meeting of Shareholders must be received by the Company at its executive offices
no later than the close of business on July 25, 1997 for inclusion in the
Company's Proxy Statement and form of proxy relating to that meeting.
VOTING PROCEDURES
Under Delaware law and the Company's Certificate of Incorporation and By-
laws, if a majority of the shares entitled to vote is present at the meeting in
person or by proxy (i) the six nominees for election as directors who receive
the greatest number of votes cast for the election of directors at the meeting
by the shares present in person or by proxy and entitled to vote shall be
elected directors and (ii) proposal 2 and any other matters submitted to a vote
of the shareholders must be approved by the affirmative vote of the majority of
shares present in person or by proxy and entitled to vote on the matter. In the
election of directors, any action other than a vote for a nominee will have the
practical effect of voting against the nominee. Abstention from voting will
have the practical effect of voting against any of the other matters since it is
one less vote for approval. Broker nonvotes on one or more matters will have no
impact on such matters since they are not considered "shares present" for voting
purposes.
ADDITIONAL INFORMATION
This solicitation is being made by the Company. All expenses of the
Company in connection with solicitation will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited by directors,
officers and other employees of the Company by telephone, telex, in person or
otherwise, without additional compensation. The Company will request brokerage
firms, nominees, custodians and fiduciaries to forward proxy materials to the
beneficial owners of shares held of record by such persons and will reimburse
such persons and the Company's transfer agent for their reasonable out-of-pocket
expenses in forwarding such materials.
The Company will furnish without charge to each person whose proxy is being
solicited, upon the written request of any such person, a copy of the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1996 as filed with
the Securities and Exchange Commission, including the financial statements
contained therein. Requests for copies of such Annual Report on Form 10-K
should be directed to the Secretary of the Company.
By Order of the Board of Directors
Norman Smagley
Vice President, Finance and
Chief Financial Officer
October 28, 1996
9
<PAGE>
PROXY PROXY
TRANS LEASING INTERNATIONAL, INC.
This Proxy is Solicited on Behalf of the Board of Directors for
the Annual Meeting of Shareholders to be held on December 13, 1996
The undersigned Shareholder of Trans Leasing International, Inc. (the
"Company") hereby appoints Larry S. Grossman and Norman Smagley, and each of
them, proxies, with power of substitution, to vote at the Annual Meeting of
Shareholders of the Company to be held at the Sheraton North Shore Hotel, 933
Skokie Boulevard, Northbrook, Illinois 60062 on Friday, December 13, 1996 at
10:00 a.m., CDT, or any postponement or adjournment thereof.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on the reverse side.)
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PLEASE MARK YOUR VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [_]
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1. Election of Directors - FOR WITHHOLD FOR ALL (Except Nominee(s) written below)
Nominees: Larry S. Grossman, Michael J. Heyman, [_] [_] [_]
Clifford V. Brokaw, III, Mark C. Mathews, Larry Bier
and John W. Stodder.
2. Ratification of Appointment of
Independent Auditors - FOR AGAINST ABSTAIN
[_] [_] [_]
Ratification of the appointment of Deloitte & Touche
LLP as the Company's Independent auditors for
the fiscal year ending June 30, 1997.
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3. Discretionary Voting of Proxies on Other Matters -In the discretion of
proxies, in the transaction of such other business which may properly come
before this meeting; all as described in the Notice of 1996 Annual Meeting of
Shareholders and related Proxy Statement.
The Board of Directors Favors A Vote FOR Items 1 And 2. The Shares Represented
By This Proxy Will Be Voted As Directed, But Where No Direction is Given, Those
Shares Will Be Voted FOR Such Item(s).
Dated:
-----------------, 1996
Signature(s)
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Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
