TRANSTECH INDUSTRIES, INC.
200 Centennial Avenue, Suite 202
Piscataway, New Jersey 08854
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 26, 1997
May 23, 1997
To the Stockholders of Transtech Industries, Inc.:
You are cordially invited to attend the Annual Meeting of
Stockholders (the "Meeting") of Transtech Industries, Inc. (the
"Company") to be held on Thursday, June 26, 1997 at 10:00 a.m. at
the Somerset Marriott, 110 Davidson Avenue, Somerset, New Jersey,
telephone number (908) 560-0500, for the following purposes:
1. to elect a board of three directors to serve until the next
Annual Meeting of Stockholders or until their successors are
elected and qualify;
2. to ratify the appointment of Briggs, Bunting & Dougherty,
LLP as the Company's auditors for the year ending December 31,
1997; and
3. to transact such other business as may properly come before
the Meeting or any adjournment thereof.
Only stockholders of record as of the close of business on May
15, 1997 will be entitled to notice of and to vote at the Meeting.
Whether or not you plan to be present at the Meeting, please
complete, sign, date and mail the enclosed proxy, which is being
solicited on behalf of the Board of Directors, so that your shares
may be represented at the Meeting. 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
Andrew J. Mayer, Jr.
Vice President-Finance, Chief Financial
Officer and Secretary<PAGE>
PROXY STATEMENT
DATED MAY 23, 1997
FOR THE ANNUAL MEETING OF STOCKHOLDERS
OF TRANSTECH INDUSTRIES, INC.
TO BE HELD ON JUNE 26, 1997 AT 10:00 A.M. AT THE
SOMERSET MARRIOTT, 110 DAVIDSON AVENUE, SOMERSET, NEW JERSEY
This Proxy Statement is furnished to holders of Common Stock,
$.50 par value (the "Common Stock"), of Transtech Industries, Inc.,
a Delaware corporation (the "Company"), in connection with the
solicitation, by and on behalf of the Board of Directors of the
Company, of proxies to be used at the Annual Meeting of
Stockholders to be held on June 26, 1997 or at any adjournment
thereof (the "Meeting").
The Board of Directors has fixed the close of business on May
15, 1997 as the record date for the determination of stockholders
entitled to notice of and to vote at the Meeting. The principal
executive offices of the Company are located at 200 Centennial
Avenue, Suite 202, Piscataway, New Jersey 08854, telephone number
(908) 981-0777. This Proxy Statement will be mailed on or about
May 23, 1997 to stockholders determined as set forth above.
The Annual Report to Stockholders for the fiscal year ended
December 31, 1996 ("Fiscal Year 1996"), including financial
statements, is being mailed to each stockholder of record
simultaneously herewith.
All the voting power of the Company is vested in the Common
Stock. As of the close of business on March 18, 1997, 2,829,090
shares of the Company's Common Stock were outstanding (which figure
excludes 1,885,750 treasury shares which are not outstanding and
are not eligible to vote). Each outstanding share of Common Stock
is entitled to one vote on each matter submitted to a vote at the
Meeting. Disapproval, abstention or any other indication of a non-
vote on a proposal is not counted as a consent to such proposal.
With respect to the election of directors, persons receiving a
plurality of the votes cast will be elected.
The giving of a proxy pursuant to this solicitation does not
affect a stockholder's right to vote in person at the Meeting. The
proxy may be revoked at any time before it is exercised, in which
event it is desirable, although not required, that written notice
of revocation be filed with the Secretary.
If the enclosed proxy is properly executed and returned to the
Company, all shares represented thereby will be voted in the manner
specified.
<PAGE>
Should any other matters come before the Meeting, the proxy
will be voted in accordance with the best judgment of the
proxyholders. At this time, the Board of Directors knows of no
matters other than those identified herein which will be presented
at the Meeting.
The cost of the solicitation of these proxies by the Board of
Directors will be borne by the Company. It is expected that
solicitation will be primarily by mail, but employees or
representatives of the Company may also solicit by telephone,
telecopy or in person without additional compensation.
The Company has requested brokers, banks and trust companies
to forward proxy materials to beneficial owners of stock. The
Company will reimburse such entities for the expenses incurred in
connection with this process.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the close of business on March 18, 1997, the Company has
issued and outstanding 2,829,090 shares of Common Stock, which
figure excludes 1,885,750 shares owned by the Company which are not
outstanding and are not eligible to vote.
Set forth below is a table showing, as of March 18, 1997, the
number of shares of Common Stock owned beneficially by:
(1) each person known by the Company to be the
beneficial owner of more than 5% of the outstanding shares of such
Common Stock;
(2) each director of the Company;
(3) the chief executive officer of the Company (the
"Chief Executive Officer");
(4) the most highly compensated executive officers of
the Company (other than the Chief Executive Officer) whose total
annual salary and bonus exceeds $100,000 (the "Named Executive
Officer"); and
(5) all officers and directors of the Company as a
group.
Unless otherwise specified, the persons named in the table
below and footnotes thereto have the sole right to vote and dispose
of their respective shares.
Name and Address of
Beneficial Owner and Number of Shares Percentage
Identity of Group Beneficially Owned of Class
Herzog, Heine & Geduld 368,453 (a) 13.0%
525 Washington Blvd.
Jersey City, NJ 07310
Roger T. Mahan 325,435 (b),(e) 11.5%
47 McGregor Avenue
Mt. Arlington, NJ 07856
Nancy M. Ernst 321,775 (b),(c),(e) 11.3%
2229 Washington Valley Rd.
Martinsville, NJ 08836
Gary A. Mahan 310,601 (b),(d),(e) 11.0%
53 Cross Road
Basking Ridge, NJ 07920
Robert V. Silva 50,000 (f) 1.8%
200 Centennial Avenue
Piscataway, NJ 08854
Arthur C. Holdsworth, III 0 --
200 Centennial Avenue
Piscataway, NJ 08854
Andrew J. Mayer, Jr. 5,000 (g) .2%
200 Centennial Avenue
Piscataway, NJ 08854
All executive officers 55,000 (h) 2.0%
and directors as a group
(3 in group)
(a) Includes 41,200 shares owned by customers of this firm.
(b) Roger T. Mahan, Nancy M. Ernst and Gary A. Mahan are the
children of Marvin H. Mahan, a former officer, director and
principal shareholder of the Company, and his wife, Ingrid T.
Mahan. Marvin H. and Ingrid T. Mahan disclaim beneficial ownership
of the shares owned by their children.
(c) Includes 8,600 shares owned by Nancy M. Ernst's husband,
Kenneth A. Ernst, and 18,200 shares owned by their minor children.
Mr. Ernst was a director of the Company from June 1987 through
April 1994.
(d) Includes 8,600 shares owned by Gary A. Mahan's wife,
Elizabeth Mahan, and 8,600 shares owned by their minor child.
(e) Members of the Mahan family, consisting of Roger T. Mahan,
Nancy M. Ernst and Gary A. Mahan, their spouses and children and
their parents, Marvin H. Mahan and Ingrid T. Mahan, own 967,911
shares of Common Stock, which represent approximately 34% of the
shares outstanding. In addition, Ingrid T. Mahan is executrix of
the estate of Arthur Tang, which owns an additional 32,750 shares
of such common stock.
(f) Represents incentive options to purchase 50,000 shares at
$.75 per share, all of which are presently exercisable.
(g) Represents incentive options to purchase 5,000 shares at
$0.438 per share, all of which are presently exercisable.
(h) Consists of incentive options to purchase 55,000 shares
held by two officers of the Company, all of which are presently
exercisable.
EXECUTIVE AND DIRECTOR COMPENSATION
Summary Compensation Table
The following table summarizes the compensation paid to or
earned by the Chief Executive Officer and the Named Executive
Officer in the years ending December 31, 1996, 1995 and 1994
("Fiscal 1996", "Fiscal 1995" and "Fiscal 1994", respectively) for
services rendered by them to the Company in all capacities during
such years. Both the Chief Executive Officer and the Named
Executive Officer were the only executive officers of the Company
whose total annual salary and bonus exceeded $100,000 and were
serving as executive officers of the Company at December 31, 1996.
Annual Compensation
Other
Name and Annual
Principal Fiscal Compen-
Position Year Salary Bonus sation (a)
Robert V. Silva 1996 $176,804(b) $0 $90
President and Chief 1995 $278,688(c) $25,000(c) $1,964
Executive Officer 1994 $264,000(d) $48,000(d) $2,668
Andrew J. Mayer, Jr. 1996 $136,000 $0 $1,360
Vice President- 1995 $136,000 $0 $1,435
Finance, Chief 1994 $126,000 $7,500 $1,270
Financial Officer
and Secretary
Long Term Compensation
Awards Payouts
Options/ Long-Term All
Name and Restricted Stock App- Incentive Other
Principal Fiscal Stock reciation Plan Compen-
Position Year Awards Rights Payouts sation
Robert V. Silva 1996 0 0 0 0
President and Chief 1995 0 0 0 0
Executive Officer 1994 0 0 0 0
Andrew J. Mayer, Jr.1996 0 0 0 0
Vice President- 1995 0 0 0 $10,000(e)
Finance, Chief 1994 0 5,000 0 $10,000(e)
Financial Officer
and Secretary
(a) In each case, the amount shown as other annual
compensation is the Company's matching contributions to its 401(k)
Plan on behalf of the Chief Executive Officer and the Named
Executive Officer during each of Fiscal 1996, Fiscal 1995 and
Fiscal 1994. In each of Fiscal 1996, Fiscal 1995 and Fiscal 1994,
the Company's 401(k) Plan provided for a match equal to 50% of a
participant's contribution to the plan in that year, subject to a
maximum of (i) 2% of compensation in that year or (ii) applicable
Internal Revenue Service limits.
(b) Mr. Silva's Fiscal 1996 annual compensation of $176,804
was allocated $160,000 to the Company and $16,804 to Hunt for the
period of 1996 Hunt was a subsidiary of the Company. Mr. Silva
served as Chairman of the Board of Directors and Chief Executive
Officer of Hunt.
(c) Mr. Silva's Fiscal 1995 aggregate annual compensation of
$278,688 was allocated $160,000 to the Company and $118,688 to
Hunt. The bonus of $25,000 was paid by Hunt.
(d) Mr. Silva's Fiscal 1994 aggregate annual compensation of
$264,000 was allocated $160,000 to Transtech and $104,000 to Hunt.
The bonuses totalling $48,000 were paid by Hunt.
(e) Represents Fiscal 1995 and Fiscal 1994 director fees paid
by Hunt.
Stock Option Plans
The following table sets forth, with respect to grants of
stock options and stock appreciation rights ("SARs") to the Chief
Executive Officer and the Named Executive Officer during Fiscal
1996: (a) the number of options granted; (b) the percent the grant
represents of total options granted to employees during Fiscal
1996; (c) the per-share exercise price of the options granted; and
(d) the expiration date of the options.
OPTION/SAR GRANTS IN FISCAL 1996
% Of Total
Options/SARs*
Options/ Granted to Exercise
SARs* Employees in or Base Expiration
Name Granted (#) Fiscal Year Price ($/sh) Date
Robert
V. Silva 0 N/A N/A N/A
Andrew J.
Mayer, Jr. 0 N/A N/A N/A
*No SARs have been issued by the Company.
The following table sets forth: (a) the number of shares
received and the aggregate dollar value realized in connection with
each exercise of outstanding stock options during Fiscal 1996 by
the Chief Executive Officer and the Named Executive Officer; (b)
the total number of all outstanding, unexercised options
(separately identifying exercisable and unexercisable options) held
by such executive officers as of the end of Fiscal 1996; and (c)
the aggregate dollar value of all such unexercised options that are
in-the-money (i.e., options as to which the fair market value of
the underlying common stock of the Company that is subject to the
option exceeds the exercise price of the option) as of the end of
Fiscal 1996.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1996
AND FISCAL YEAR-END OPTION/SAR VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options/SARs* at Options/SARs* at
Acquired Fiscal Year-End(#) Fiscal Year-End($)
on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
Robert
V. Silva 0 N/A 50,000/0 0/0
Andrew J.
Mayer, Jr. 0 N/A 5,000/0 0/0
* No SARs have been issued by the Company.
Compensation of Directors
Directors of the Company who are not also employees are paid annual
directors' fees of $1,875 per calendar quarter, plus $500 for
attending each meeting of the board. Arthur C. Holdsworth, III
earned fees of $9,000 and $10,000 in Fiscal 1996 and Fiscal 1995,
respectively.
RELATED PARTY TRANSACTIONS
In 1988, Marvin H. Mahan, a former officer, director and
principal shareholder of the Company, Inmar Associates, Inc.
("Inmar"), a New Jersey corporation controlled by Mr. Mahan, and
Transtech were sued in a civil action in the United States District
Court for the District of New Jersey entitled AT&T Technologies,
Inc. et al. v. Transtech Industries, Inc. et al. v. Allstate
Insurance Company et al. (the "AT&T Suit") by a group of generators
of waste (the "AT&T Group") alleging, among other things, that the
primary responsibility for the clean-up and remediation of a
Carlstadt, New Jersey site operated by the Company as a solvents
recovery plant for a five year period ended in 1970 rests with the
Company, Inmar and Mr. Mahan. Thereafter, the Company and Inmar
brought third-party actions against, among others, the insurance
companies which issued policies of comprehensive general liability
insurance to them and to another operator of the site now in
dissolution. Settlements with these insurers resulted in payments
to Transtech, Inmar and Mr. Mahan of a total of $4.075 million
which was applied to the Company's, Inmar's and Mr. Mahan's
liability to the AT&T Group. The Company believes that the terms
of the settlements are no less favorable to the Company than could
be obtained with non-affiliated parties.
In December 1989, the Company and Inmar agreed to share
equally certain expenses in connection with the AT&T Suit. As of
December 31, 1992, the Company paid $514,000 towards such costs.
Inmar has disputed which expenses are to be shared. Further, in
April 1991, Mr. Mahan made a demand upon the Company for
reimbursement of approximately $300,000 in costs which he incurred
in connection with the AT&T Suit. The dispute concerning the
shared expenses and Mr. Mahan's demand for reimbursement are
subjects of the negotiations with Inmar discussed below.
Pursuant to a December 1988 agreement with Tang Realty, Inc.
("Tang"), a corporation controlled by Mr. Mahan, in 1988, 1989 and
1990 the Company spent approximately $4.3 million for the
remediation of a Piscataway, New Jersey site owned by Tang and
operated by the Company for a limited period of time. In October
1990, the Company determined that it would no longer continue to
contribute to the remediation of that site and in March 1991 the
Company made a demand upon Tang for reimbursement of the amounts it
had expended in connection with such remediation. In April 1991
Tang rejected the demand for reimbursement and demanded the Company
resume the remediation. These demands are the subject of
negotiations with Tang discussed below. One of the Company's
wholly-owned subsidiaries, Kin-Buc, Inc. ("Kin-Buc"), leased from
Inmar approximately 50 acres of land upon which a portion of the
Kin-Buc landfill (the "Kin-Buc Landfill") is located. This lease
ran to July 1995. The annual base rent of $162,500 had been waived
by Inmar because the Kin-Buc Landfill was not operating. In April
1991, Inmar demanded that, in accordance with certain provisions of
the Kin-Buc Lease, the Company indemnify Inmar and Mr. Mahan
against liability for remediation of the leased tract, and pay
Inmar $6.6 million in damages for loss of value of its adjoining
property. These demands are the subject of negotiations with Inmar
discussed below.
In 1988, Kin-Buc purchased 150,000 cubic yards of clay for use
in the closure of the Kin-Buc Landfill for $1.2 million from Inmar.
Pursuant to the agreement for the purchase of the clay, Kin-Buc is
entitled to a refund of the purchase price of clay it is unable to
mine or can not use. In October 1996, the Company learned that
Inmar had contracted to sell a substantial portion of its land,
upon which a substantial amount of the clay is situated, to Edison
Expansion, Inc. ("Expansion"). In November 1996, Kin-Buc brought
suit entitled Kin-Buc, Inc., v. Inmar Associates, Inc. and Edison
Expansion, Inc. in Superior Court, Morris County, New Jersey
("Superior Court") against Inmar and Expansion for, among other
things, a declaratory judgment that Kin-Buc's rights in the clay
would survive a sale of the land to Expansion and, alternatively,
a money judgment against Inmar. Kin-Buc also filed a lis pendens
against the Inmar property. In December 1996, Expansion sought and
obtained a discharge of the lis pendens and a closing of the sale
to Expansion took place in January 1997. In accordance with an
order of the Superior Court entered in another matter involving
Inmar, the net proceeds of the sale were paid into the Superior
Court. In March 1997, the Superior Court denied Kin-Buc's request
that the net proceeds be dedicated to the payment of whatever money
judgment Kin-Buc might obtain in its suit against Inmar, but agreed
that Kin-Buc could reapply for such relief when and if it obtains
a judgment. The net proceeds are substantially less than Kin-Buc's
claim against Inmar, and Inmar may use the proceeds for other
purposes. At Kin-Buc's request, however, the Superior Court
ordered that notice of any application for use of the proceeds be
given to Kin-Buc at the time the application is made. In April
1997, Expansion answered Kin-Buc's complaint; Inmar's answer is
overdue. Kin-Buc may ultimately obtain a declaratory judgment, an
award of money damages against Inmar, or both. There is no
assurance that Kin-Buc will be able to mine and remove the clay on
Expansion's property or Inmar's remaining property even if Kin-Buc
obtains a declaratory judgment. In addition, there is no assurance
that Kin-Buc will be permitted to draw against the proceeds in the
Superior Court. Lastly, there is substantial uncertainty that
Inmar will be financially capable of paying damages to Kin-Buc.
Since Mr. Mahan's retirement from the Company, it has provided
Mr. Mahan the use of an automobile and contributed to the expenses
of maintaining an office for his use including secretarial
services. Such expenses totalled approximately $14,000 and $21,000
in 1996 and 1995, respectively.
The Company has been negotiating with Inmar, Tang and Mr.
Mahan (collectively, the "Mahan Interests") toward a settlement of
disputes with the Company, including those involving Mr. Mahan's
and Inmar's claims for indemnity against liability for remediation
of the Kin-Buc Landfill and the demand for damages for loss of
value of property adjoining the Kin-Buc Landfill, the sharing of
expenses of the AT&T Suit, and the reimbursement of remediation
costs at the Tang site. Negotiations to date have not yielded any
definitive agreement on any of the disputed issues. The filing, in
December 1992, of two third-party actions in the Company's action
against generators and transporters of waste disposed of at the
Kin-Buc Landfill by a group of defendants in that action against
Inmar and Mr. Mahan (among others) for contribution to the costs of
the remediation of the Landfill, and against the Mahan Interests
(among others) for the return of amounts paid to the Mahan
Interests in allegedly fraudulent transactions with the Company
(one such transaction being the Company's reimbursement of
remediation costs at the Tang site), made resolution between the
Company and the Mahan Interests of the issues being negotiated in
advance of resolution of such third-party actions inadvisable, from
the Company's point of view. The Mahan Interests and the Company
have agreed to waive, as a defense to any suit on such disputes
which any of them might bring against any other, the preclusion of
suit resulting from such party's not having joined such disputes in
the third-party actions.
On August 28, 1992, the Company made an advance of $10,000 to
Robert V. Silva, President and Chairman of the Board of the
Company. The advance was evidenced by an interest bearing note.
The note and accrued interest thereon was repaid in full during
1996. On April 22, 1994 the Company made a loan of $75,000 to Mr.
Silva evidenced by a note which bears interest at a floating prime
rate plus 1% and is due and payable as determined by the Board of
Directors. A total of $95,000 was outstanding with respect to the
loan, including interest, as of December 31, 1996. The Company
believes that the terms of the loan to Mr. Silva are no less
favorable to the Company than could be obtained with non-affiliated
parties.
On March 1, 1996, ValveCo Inc. ("ValveCo"), a Delaware
corporation organized by Three Cities Research, Inc. ("TCR"), a
Delaware corporation unaffiliated with the Company or any of its
directors and officers, purchased 100% of the Hunt Valve Company,
Inc. common stock owned by THV Acquisition Corp, a wholly-owned
subsidiary of the Company, representing 79.05% of the issued and
outstanding Hunt common stock. Fifteen percent of the common stock
issued by ValveCo was purchased by certain directors and executive
officers who are members of management of the Company and/or Hunt,
namely, Robert V. Silva (7.5%), David Huberfield (4%), Andrew J.
Mayer, Jr. (2%) and Gerald Bogner (1.5%) for $150,000. Such
directors and executive officers also obtained the right to
acquire, for an aggregate cost of $2.3 million, an additional 12.5%
of ValveCo's common stock pursuant to the exercise of performance
and value-based options. In addition, the aforementioned directors
and executive officers of the Company and Hunt were employed in
various capacities by ValveCo and Hunt after the sale. Mr. Silva
resigned from his employment with ValveCo and Hunt effective
January 1, 1997, but remains a director of Hunt. Mr. Mayer also
resigned from his employment with ValveCo and Hunt effective
January 1, 1997.
ELECTION OF DIRECTORS
The Board of Directors has fixed the number of directors who
will serve until the next Annual Meeting of Stockholders at three.
All three nominees are presently members of the Board, having been
elected to the Board at the last Annual Meeting of Stockholders
held on June 3, 1994.
At the Meeting, three directors will be elected to hold office
in accordance with the by-laws until the next Annual Meeting of
Stockholders and until their successors are duly elected and
qualified.
IT IS INTENDED THAT PROXIES IN THE ACCOMPANYING FORM WHICH DO
NOT WITHHOLD AUTHORITY TO VOTE FOR DIRECTORS WILL BE VOTED FOR THE
ELECTION OF THE PERSONS WHOSE NAMES ARE LISTED BELOW.
If any of these nominees should not be candidates for the
office of director at the Meeting, the proxies will be voted in
favor of the remainder of those named, and may be voted for
substitute nominees in place of those who are not candidates. The
Board of Directors does not expect that any of these nominees will
fail to be candidates at the Meeting, and therefore does not have
in mind any substitute for any nominee. The information below
concerning the nominees has been furnished to the Company by the
individuals named.
Robert V. Silva (53) - President and Chief Executive Officer
and a director of the Company from April 1991 and Chairman of the
Board of Directors from November 1991. Mr. Silva served as a
consultant to the Company from December 1990 until his appointment
in April 1991 as an officer of the Company. Mr. Silva was employed
from September 1987 to December 1990 as Executive Vice President of
Kenmare Capital Corp. ("Kenmare"), an investment firm, and provided
financial and management consulting services to companies acquired
by Kenmare's affiliates. In connection with such financial and
management services, Mr. Silva served as Vice President and a
Director of Old American Holdings, Inc. and its subsidiary from
1988 to 1990, and Vice President and a Director of Compact Video
Group, Inc. and its subsidiaries from 1988 to 1991 and of Manhattan
Transfer/Edit, Inc. from 1989 to 1991. Mr. Silva also served as a
Director of General Textiles from 1989 to 1991. From June 1985 to
September 1987, Mr. Silva served as Vice President of, and provided
management consulting services to, The Thompson Company, a private
investment firm controlled by the Thompson family of Dallas, Texas.
Mr. Silva continued to serve as Chairman and Chief Executive
Officer of Hunt Valve Company, Inc., a former subsidiary of the
Company, from March 1, 1996, the date the Company sold Hunt, to his
resignation effective January 1, 1997. Mr. Silva also served as
Vice President and a Director of ValveCo Inc., the entity which
acquired Hunt, from October 10, 1995 to his resignation effective
January 1, 1997. From September 1996 to February 14, 1997, Mr.
Silva served as a Director of Hunt's subsidiary, Hunt SECO
Engineering, Ltd. and its subsidiaries. Mr. Silva remains a
Director of Hunt. Mr. Silva is also the principal of Robert V.
Silva and Company, Inc., an investment firm. Mr. Silva's wife is
the sister-in-law of Gary Mahan, the son of Marvin H. Mahan and
Ingrid T. Mahan.
Arthur C. Holdsworth, III (49) - A director of the Company
since 1988. Since August 1991, Mr. Holdsworth has been Vice
President of Sales at Millington Quarry, Inc. Prior to that and
from 1977, Mr. Holdsworth was General Manager of Dallenbach Sand
Co., Inc. Millington Quarry, Inc., is owned by members of the
Mahan family. Dallenbach Sand was previously owned by members of
the Mahan family.
Andrew J. Mayer, Jr. (41) - Vice President-Finance and Chief
Financial Officer of the Company from November 1991 and a director
of the Company from December 1991 and, from April 1992, Secretary
of the Company. From 1988 to November 1991, Mr. Mayer served as
Vice President, Secretary and Treasurer of Kenmare. From 1984 to
1988, Mr. Mayer served as Financial Analyst and Controller of
Kenmare. In connection with management and financial services
provided by Kenmare, Mr. Mayer served in a variety of capacities
for the following companies: Old American Holdings, Inc. and its
subsidiary from 1988 to 1991; The Shannon Group, Inc. and its
subsidiaries from 1988 to 1990; Detroit Tool Group, Inc. and its
subsidiaries from 1989 to 1990; Compact Video Group, Inc. from 1988
to 1991; Manhattan Transfer/Edit, Inc. from 1989 to 1991; and
General Textiles from 1989 to 1990. Mr. Mayer served as Executive
Vice President of Hunt Valve Company, Inc., a former subsidiary of
the Company from March 1, 1996, the date the Company sold Hunt, to
his resignation effective January 1, 1997. Mr. Mayer also served
as Vice President - Chief Financial Officer of ValveCo Inc. from
April 3, 1996 through his resignation effective January 1, 1997.
From September 1996 to February 14, 1997, Mr. Mayer served as a
Director of Hunt's subsidiary, Hunt SECO Engineering, Ltd. and its
subsidiaries.
The Board of Directors held 3 meetings and effected 4 actions
by unanimous written consent in 1996. The Board of Directors held
5 meetings and effected 4 actions by unanimous written consent in
1995. In addition, 3 actions with respect to the sale of Hunt were
effected by the sole member of the independent committee of the
Board of Directors in 1995. All directors attended all the
meetings. The Board of Directors at present has no audit,
compensation or nominating committees or committees performing
similar functions.
Shares represented by proxies received by the Board of
Directors will be voted for the election of the three nominees to
the Board of Directors unless the proxy contains a direction to the
contrary. Should any nominee not be a candidate at the date of the
Meeting (a situation which is not anticipated), proxies will be
voted for substitute nominees.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF THE THREE NOMINEES.
RATIFICATION OF THE APPOINTMENT OF BRIGGS, BUNTING & DOUGHERTY,
LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
On May 23, 1997, Briggs, Bunting & Dougherty, LLP of
Philadelphia, Pennsylvania was engaged by the Company's Board of
Directors to serve as the Company's independent certified public
accountants for the year ending December 31, 1997. Proxies are
being solicited by management in favor of ratifying the appointment
of Briggs, Bunting & Dougherty, LLP.
On May 23, 1997, Tait, Weller & Baker was dismissed as the
Company's independent certified public accountants. The decision
to dismiss Tait, Weller & Baker was based upon the separation of
certain partners in that firm which had been the principal
providers of audit, accounting and tax services to the Company and
was approved by the Company's Board of Directors. Tait, Weller &
Baker had served as the Company's independent certified public
accountants for each of the two years in the period ended December
31, 1996. Tait, Weller & Baker's report of the financial
statements of the Company for each of those years was modified as
to the Company's ability to continue as a going concern. There
were no disagreements with Tait, Weller & Baker on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope of procedure during the Company's two most recent
fiscal years.
The Company represents that it had not consulted with Briggs,
Bunting & Dougherty, LLP at any time prior to their engagement with
respect to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial
statements.
Briggs, Bunting & Dougherty, LLP was formed by certain former
partners of the firm of Tait, Weller & Baker. The partners and
personnel of Tait, Weller & Baker most familiar with the affairs of
the Company have joined Briggs, Bunting and Dougherty, LLP.
It is not expected that a representative of Briggs, Bunting &
Dougherty, LLP will attend the Meeting.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF RATIFYING THE
APPOINTMENT OF BRIGGS, BUNTING & DOUGHERTY, LLP.
COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors
and greater than ten-percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a)
forms they file. Based solely on a review of the copies of such
filings furnished to the Company, or written representations that
no Forms 5 were required, the Company believes that during the year
ended December 31, 1996 all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten-percent
beneficial owners were complied with.
RESULTS OF VOTING AT LAST ANNUAL MEETING OF STOCKHOLDERS
The last Annual Meeting of Stockholders was held on June 3,
1994. At that meeting, Robert V. Silva, Arthur C. Holdsworth, III
and Andrew J. Mayer, Jr. were elected directors of the Company by
a vote of 2,180,042 or 77.8% of the shares of the Common Stock
entitled to vote thereon, and the appointment of Tait, Weller &
Baker as the Company's independent certified public accountants for
the year ended December 31, 1994 was ratified by a vote of
2,221,725 or 78.7% of the shares of the Common Stock entitled to
vote thereon.
POSSIBLE ADJOURNMENT
In the event the requisite vote to carry the matters before
the Meeting cannot be obtained as of the date set for the Meeting,
it is the intention of the Board of Directors, if it deems
advisable to do so at that time, to adjourn the Meeting to permit
the solicitation of additional proxies. Accordingly, the enclosed
form of proxy authorizes a vote in favor of adjournment.
STOCKHOLDER PROPOSALS
Stockholder proposals must be received by the Company by
January 10, 1998 to be included in the proxy materials for the next
Annual Meeting of Stockholders, to the extent permitted by law.
OTHER MATTERS
Management knows of no other matters to be presented before
the Meeting other than those stated above. However, the enclosed
proxy gives discretionary authority to each proxyholder named
therein should any other matters be presented at the Meeting to
take such action in connection therewith as shall be in accordance
with his best judgment.
FORM 10-KSB
The Company has filed an Annual Report on Form 10-KSB for the
year ended December 31, 1996 with the Securities and Exchange
Commission. A copy of the Annual Report on Form 10-KSB, including
the financial statements and financial statement schedules thereto,
will be furnished without charge to any stockholder sending a
written request therefor to Transtech Industries, Inc., 200
Centennial Avenue, Suite 202, Piscataway, New Jersey 08854,
Attention: Secretary.
