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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
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
TRANSPRO INC.
.................................................................
(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] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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>
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[Logo]
March 21, 1997
Dear Fellow Stockholder:
You are cordially invited to attend the Company's Annual Meeting of
Stockholders which will be held at the Omni Berkshire Place Hotel, 21 East 52nd
Street, New York, New York on Wednesday, April 23, 1997 at 11:00 a.m. This year
you are being asked to (i) elect seven directors to the Company's Board and (ii)
approve the Company's auditors for the year ending December 31, 1997, all as set
forth in the accompanying notice and proxy statement.
We look forward to greeting personally those stockholders who are able to
be present at the meeting; however, whether or not you plan to be with us at the
meeting, it is important that your shares be represented. Accordingly, you are
requested to sign and date the enclosed proxy and mail it in the envelope
provided at your earliest convenience.
Thank you for your cooperation.
Sincerely yours,
/s/ Barry R. Banducci
Barry R. Banducci
Chairman of the Board
<PAGE>
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TRANSPRO, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of TRANSPRO,
INC. will be held on Wednesday, April 23, 1997 at 11:00 a.m., at the Omni
Berkshire Place Hotel, 21 East 52nd Street, New York, New York, for the
following purposes:
(1) To elect seven directors to serve for the ensuing year;
(2) To consider and vote on the approval of Coopers & Lybrand L.L.P.
as the Company's independent auditors for the year ending December 31,
1997; and
(3) To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Stockholders of record at the close of business on March 3, 1997 will be
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. All stockholders are cordially invited to attend the Annual Meeting in
person. Stockholders who are unable to attend the Annual Meeting in person are
requested to complete and date the enclosed form of proxy and return it promptly
in the envelope provided. No postage is required if mailed in the United States.
Stockholders who attend the Annual Meeting may revoke their proxy and vote their
shares in person.
JOHN C. MARTIN, III
Secretary
New Haven, Connecticut
March 21, 1997
<PAGE>
<PAGE>
TRANSPRO, INC.
100 GANDO DRIVE
NEW HAVEN, CONNECTICUT 06513
--------------------------------
PROXY STATEMENT
--------------------------------
GENERAL INFORMATION
PROXY SOLICITATION
This Proxy Statement is furnished to the holders of Common Stock, par value
$.01 per share (the 'Common Stock'), of TransPro, Inc. (the 'Company') in
connection with the solicitation by the Board of Directors of the Company of
proxies for use at the Annual Meeting of Stockholders to be held on Wednesday,
April 23, 1997, or at any adjournment thereof, pursuant to the accompanying
Notice of Annual Meeting of Stockholders. The purposes of the meeting and the
matters to be acted upon are set forth in the accompanying Notice of Annual
Meeting of Stockholders. The Board of Directors is not currently aware of any
other matters which will come before the meeting.
Proxies for use at the meeting are being solicited by the Board of
Directors of the Company. Proxies will be mailed to stockholders on or about
March 25, 1997 and will be solicited chiefly by mail. The Company will make
arrangements with brokerage houses and other custodians, nominees and
fiduciaries to send proxies and proxy material to the beneficial owners of the
shares and will reimburse them for their expenses in so doing. Should it appear
desirable to do so in order to ensure adequate representation of shares at the
meeting, officers, agents and employees of the Company may communicate with
stockholders, banks, brokerage houses and others by telephone, facsimile, or in
person to request that proxies be furnished. All expenses incurred in connection
with this solicitation will be borne by the Company.
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the Annual Meeting and a return envelope for the
proxy are enclosed. Stockholders may revoke the authority granted by their
execution of proxies at any time before their effective exercise by filing with
the Secretary of the Company a written notice of revocation or a duly executed
proxy bearing a later date, or by voting in person at the meeting. Shares of the
Company's Common Stock represented by executed and unrevoked proxies will be
voted in accordance with the choice or instructions specified thereon. If no
specifications are given, the proxies intend to vote the shares represented
thereby to approve Proposals No. 1 and 2 as set forth in the accompanying Notice
of Annual Meeting of Stockholders and in accordance with their best judgment on
any other matters which may properly come before the meeting.
RECORD DATE AND VOTING RIGHTS
Only stockholders of record at the close of business on March 3, 1997 are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. On March 3, 1997 there were 6,591,835 shares of Common Stock
outstanding; each such share is entitled to one vote on each of the matters to
be presented at the Annual Meeting. The holders of a majority of the outstanding
shares of Common Stock, present in person or by proxy, will constitute a quorum
at the Annual Meeting. Abstentions and broker non-votes will be counted for
purposes of determining the presence or absence of a quorum. 'Broker non-votes'
are shares held by brokers or nominees which are present in person or
represented by proxy, but which are not voted on a particular matter because
instructions have not been received from the beneficial owner. Under applicable
Delaware law, the effect of broker non-votes on a particular matter depends on
whether the matter is one as to which the broker or nominee has discretionary
voting authority under the applicable rule of the New York Stock Exchange. The
effect of broker non-votes on the specific items to be brought before the Annual
Meeting of Stockholders is discussed under each item.
<PAGE>
<PAGE>
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
Seven directors (constituting the entire Board) are to be elected at the
Annual Meeting. Unless otherwise specified, the enclosed proxy will be voted in
favor of the persons named below to serve until the next annual meeting of
stockholders and until their successors shall have been duly elected and shall
qualify. Each person named below is now a director of the Company. In the event
any of these nominees shall be unable to serve as a director, the shares
represented by the proxy will be voted for the person, if any, who is designated
by the Board of Directors to replace the nominee. All nominees have consented to
be named and have indicated their intent to serve if elected. The Board of
Directors has no reason to believe that any of the nominees will be unable to
serve or that any vacancy on the Board of Directors will occur.
The nominees, their ages, the year in which each first became a director of
the Company and their principal occupations or employment during the past five
years are:
<TABLE>
<CAPTION>
YEAR FIRST
BECAME PRINCIPAL OCCUPATION
NOMINEE AGE DIRECTOR DURING THE PAST FIVE YEARS
- ------------------------------------ ---------- ---------------------------------------------------------------
<S> <C> <C> <C>
Barry R. Banducci................ 61 1995 Chairman of the Board of the Company since September 1995; from
1984 to 1996, Vice Chairman of the Board and a director of
The Equion Corporation ('Equion'), a manufacturer of
automotive products; from 1988 to 1994, President and Chief
Executive Officer of Equion and from 1984 to 1988, President
and Chief Operating Officer of Equion; currently a director
of Advanced Accessory Systems, Aristotle Corporation, Enscor,
Inc. and The Delker Corporation.
Henry P. McHale.................. 58 1995 President and Chief Executive Officer of the Company since July
1995; since September 1992, President and Chief Executive
Officer of GO/DAN Industries (a wholly-owned partnership of
the Company since September 1995); prior thereto, various
executive positions with Ladish Corporation and Rockwell
Automotive.
William J. Abraham, Jr. ......... 49 1995 Partner with Foley & Lardner, a law firm in Milwaukee,
Wisconsin, since 1980; currently managing partner of Foley &
Lardner; currently a director of The Vollrath Company, Inc.,
Park Bank, and Windway Capital Corp.(1)
Philip Wm. Colburn............... 68 1995 Chairman of the Board of The Allen Group Inc. ('Allen') since
December 1988 and a director of Allen since 1973; from March
1988 to February 1991, Chief Executive Officer of Allen;
currently a director of Superior Industries International,
Inc., Earl Scheib, Inc., and Spinnaker Industries, Inc.(1)(2)
Paul R. Lederer.................. 57 1995 President and Chief Operating Officer of Fel-Pro Inc. since
November 1994; from January 1993 to November 1994, an
automotive consultant and served on the advisory boards of
Fullerton Metals and Fel-Pro, Inc.; from November 1989 to
October 1991, Chairman and Chief Executive Officer of Epicor
Industries, Inc. ('Epicor') and from October 1991 to December
1992, Executive Vice President of Stant, Inc. (which acquired
Epicor in October 1991); currently a director of
Ozark/O'Reilly Automotive.(1)
Sharon M. Oster.................. 48 1995 Frederic D. Wolfe Professor of Management and Entrepreneurship
at the School of Management, Yale University since 1992; from
1992 to 1994, Associate Dean of Yale's School of Management;
from 1983 to 1994, Professor of Economics and Management at
Yale's School of Management; currently a director of
HealthCare REIT, Aristotle Corporation and Gaylord
Hospital.(2)
</TABLE>
2
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<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
BECAME PRINCIPAL OCCUPATION
NOMINEE AGE DIRECTOR DURING THE PAST FIVE YEARS
- ------------------------------------ ---------- ---------------------------------------------------------------
<S> <C> <C> <C>
F. Alan Smith.................... 65 1995 Chairman of Advanced Accessory Systems since September 1995 and
a director of 3M since 1986; retired from General Motors
Corporation ('GM') in 1992 after 36 years of service; from
1981 to 1992, Executive Vice President and a member of the
Board of Directors of GM.(2)
</TABLE>
- ------------
(1) Member of the Management Compensation and Nominating Committee of the Board
of Directors.
(2) Member of the Audit Committee of the Board of Directors.
INFORMATION REGARDING BOARD OF DIRECTORS
The business and affairs of the Company are managed under the direction of
its Board of Directors, whose members are elected annually by the stockholders.
During 1995, the Board of Directors of the Company designated a Management
Compensation and Nominating Committee and an Audit Committee. Messrs. Abraham,
Colburn and Lederer are the members of the Management Compensation and
Nominating Committee; and Mr. Colburn, Ms. Oster and Mr. Smith are the members
of the Audit Committee.
The Management Compensation and Nominating Committee (the 'Compensation
Committee') recommends to the Board salaries and incentive compensation awards
for officers of the Company and its subsidiaries; reviews and approves
guidelines for the administration of incentive compensation programs for other
management employees; makes recommendations to the Board with respect to major
compensation programs; administers the Company's 1995 Stock Plan (the '1995
Stock Plan') and its 1995 Nonemployee Directors Stock Option Plan (the
'Directors Plan'), grants stock options and restricted shares of the Company's
Common Stock under the 1995 Stock Plan; and issues the Report on Executive
Compensation required to be included in the Company's proxy statement by the
rules of the Securities and Exchange Commission. See 'Executive
Compensation -- Compensation Committee Report on Executive Compensation.' This
Committee also selects and recommends to the Board nominees for election as
directors and considers the performance of incumbent directors in determining
whether to recommend them for nomination for re-election. The Compensation
Committee has recommended each of the seven incumbent directors for re-election
at the Annual Meeting. The Committee will consider nominees recommended by
stockholders for election at the 1998 Annual Meeting of Stockholders that are
submitted prior to the end of 1997 to the Secretary of the Company at the
Company's offices, 100 Gando Drive, New Haven, Connecticut 06513. Any such
recommendation must be in writing and must include a detailed description of the
business experience and other qualifications of the recommended nominee as well
as the signed consent of such person to serve if nominated and elected.
The Audit Committee recommends to the Board of Directors the appointment of
the Company's independent auditors and reviews the degree of their independence
from the Company; approves the scope of the audit engagement, including the cost
of the audit; reviews any non-audit services rendered by the auditors and the
fees therefor; reviews with the auditors and management the Company's policies
and procedures with respect to internal accounting and financial controls and,
upon completion of an audit, the results of the audit engagement; and reviews
internal accounting and auditing procedures with the Company's financial staff
and the extent to which recommendations made by the independent auditors have
been implemented.
During the year ended December 31, 1996, the Board of Directors of the
Company held six meetings, the Compensation Committee held five meetings and the
Audit Committee held two meetings. Each director attended at least 75% of the
meetings of the Board of Directors held and of all committees of the Board of
Directors on which he or she served while he or she was director or a member of
a committee of the Board of Directors, except for Mr. Smith who attended four of
the six
3
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meetings of the Board of Directors and one of two meetings of the Audit
Committee, and Mr. Abraham who attended three of the five meetings of the
Compensation Committee.
COMPENSATION OF DIRECTORS
The Chairman of the Board of Directors is paid an annual retainer of
$35,000 per year for his services as Chairman and $1,000 for each meeting of the
Board of Directors attended. The Chairman does not receive any additional
compensation for Committee participation. All other nonemployee directors are
paid $12,000 per year for their services as a director and $1,000 for each
meeting of the Board of Directors attended. Each member of the Audit or
Compensation Committees is paid $2,000 per year for his or her services as such
member, and each Committee member is paid $500 for each meeting of a Committee
attended. Directors are not paid fees for their participation in meetings by
telephone conference or for actions by unanimous written consent. Each director
and Committee member is reimbursed for travel and related expenses incurred in
attending meetings.
Under the Company's 1995 Nonemployee Directors Stock Option Plan (the
'Directors Plan'), the Chairman and each nonemployee director are automatically
granted options to purchase 3,200 and 1,500 shares of Common Stock,
respectively, on an annual basis, on the first Friday following the Company's
Annual Meeting of Stockholders. Pursuant to the Directors Plan, Messrs. Abraham,
Colburn, Lederer, Ms. Oster and Mr. Smith were each granted options to purchase
1,500 shares of Common Stock on April 26, 1996 at an exercise price of $8.375
per share. Mr. Banducci received options to purchase 3,200 shares of Common
Stock on such date at the same exercise price. Each of the foregoing options
expires 10 years from date of grant and is exercisable 50 percent after two
years from date of grant, 75 percent after three years from date of grant and
100 percent after four years from date of grant.
The Company maintains a Matching Gift Program for the benefit of the
directors of the Company. Pursuant to the Matching Gift Program, in 1996, the
Company matched gifts to charitable organizations made by the directors in
amounts up to $2,500 for each director.
The Company is a party to an Employment Agreement with Mr. McHale. For a
description of the terms of this agreement, see 'Executive
Compensation -- Employment, Termination of Employment and Change of Control
Arrangements.'
VOTE REQUIRED
The seven nominees receiving the highest number of affirmative votes of the
shares present in person or represented by proxy and entitled to vote for them,
a quorum being present, shall be elected as directors. Only votes cast for a
nominee will be counted, except that the accompanying proxy will be voted for
all nominees in the absence of instruction to the contrary. Abstentions, broker
non-votes and instructions on the accompanying proxy card to withhold authority
to vote for one or more nominees will result in the respective nominees
receiving fewer votes. However, the number of votes otherwise received by the
nominee will not be reduced by such action.
THE BOARD OF DIRECTORS DEEMS 'PROPOSAL NO. 1 -- ELECTION OF DIRECTORS' TO
BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A
VOTE 'FOR' APPROVAL THEREOF.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Management Compensation and Nominating Committee (the 'Committee') is
comprised of three independent non-employee directors. As members of the
Committee, it is our responsibility to administer the Company's executive
compensation programs, monitor corporate performance and its relationship to
compensation of executive officers, and make appropriate recommendations
concerning matters of executive compensation.
4
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<PAGE>
Compensation Policies
The Company was formed in 1995 pursuant to a spin-off of the automotive and
truck products business of The Allen Group Inc. Although the current management
team of the Company consists primarily of persons who were previously involved
in the businesses of the Company prior to the spin-off, the Committee has
formulated a new compensation philosophy for the Company which is designed to
enable the Company to attract, retain and reward capable employees who can
contribute to the continued success of the Company, principally by (i) setting
base salaries at the median of the marketplace, (ii) creating a significant
annual incentive opportunity with target award levels somewhat above median
marketplace practices and (iii) creating a highly leveraged (i.e., approximately
between the marketplace 50th and 75th percentiles) long term incentive
opportunity for senior management. The Committee believes that implementation of
a system of compensation that emphasizes performance based compensation provides
a strong alignment to stockholders' interests. Five key principles serve as the
guiding framework for compensation decisions for all employees of the Company:
1. To attract and retain the most highly qualified management and
employee team.
2. To pay competitively compared to similar automotive companies.
3. To encourage superior employee performance by aligning rewards with
stockholder interests, especially through the use of tangible performance
targets.
4. To motivate senior executives to achieve the Company's annual and
long-term business goals by providing higher than average leveraged
equity-based incentive opportunities.
5. To strive for fairness in administration by emphasizing performance
related contributions as the basis of pay decisions.
To implement these policies, the Committee has designed the framework for a
four-part executive compensation program consisting of base salary, annual
incentive plan, long-term incentive opportunities for senior management, and
other employment benefits.
Base Salary. The Committee will seek to maintain levels of compensation
that are competitive with similar automotive companies. Base salary represents
the fixed component of the executive compensation program. The Company's
philosophy regarding base salaries is conservative, and will seek to maintain
salaries for the aggregate officer group at approximately the competitive
industry average. Periodic increases in base salary will relate to individual
contributions evaluated against established objectives, length of service, and
the industry's annual competitive pay practice movement. The Committee has
determined that base salary for 1996 for the Company's Chief Executive Officer
was initially below the competitive industry average, and for the other
executive officers was generally at the competitive industry average. The
Committee therefore recommended during 1996 that the Chief Executive Officer's
base salary be increased and the Board of Directors approved such action. See
' -- 1996 Compensation for the Chief Executive Officer.'
Annual Incentive Plan. The Committee has designed an annual incentive plan
pursuant to which key Company employees will be eligible to receive performance
bonuses in a range based upon a percentage of their annual base salary. Payment
of the performance bonuses is based upon performance measures set by the
Committee that incorporate overall Company, divisional and personal targets. In
general, with regard to senior executives, a greater degree of emphasis is
placed on the long-term incentives described below.
Long Term Incentives. The Committee strongly believes that the pay program
should provide senior executives with an opportunity to increase their ownership
and potentially gain financially from Company stock price increases. By this
approach, the best interests of stockholders and senior executives will be
closely aligned. Therefore, senior executives are eligible to receive restricted
stock and are also eligible to receive stock options, giving them the right to
purchase shares of Common Stock of the Company at a specified price in the
future. The Committee believes that the use of restricted stock and stock
options as the basis for long-term incentive compensation meets the Committee's
defined compensation strategy and business needs of the Company by achieving
increased value for stockholders and retaining key employees.
5
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<PAGE>
Other Benefits. The Company's philosophy is to provide competitive health-
and welfare-oriented benefits to executives and employees, but to maintain a
conservative posture relative to executive benefits. Consistent with industry
practices, the Company provides a Company automobile to executive officers and
reimburses club dues for the Chief Executive Officer.
Compliance With Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to a public corporation for compensation over $1
million paid to the corporation's chief executive officer and four other most
highly compensated executive officers. Qualifying performance-based compensation
will not be subject to the cap if certain requirements are met. The Committee
and the Board of Directors intend to structure the compensation of its executive
officers in a manner that should ensure that the Company does not lose any tax
deductions because of the $1 million compensation limit in the foreseeable
future.
The Company's salaries for its highest paid executives will be set, based
on independent studies, at levels approximating the average for companies of
comparable size in similar industries and are not expected to approach $1
million in the foreseeable future. The Committee is a proponent of using more
performance and equity-based compensation, which can often be designed to ensure
that tax deductibility is not compromised.
The Company's 1995 Stock Plan incorporates maximum limitations on
individual annual stock option and restricted stock grants so as to meet the
requirements of Section 162(m). The Plan also identifies performance measures to
be used if the Compensation Committee decides to use performance-based vesting
restricted stock in the future to meet the requirements of Section 162(m).
1996 Compensation for the Chief Executive Officer
In 1996, Henry P. McHale received annual base salary payments of $332,679,
pursuant to the terms of his employment agreement with the Company. See
'Executive Compensation -- Employment, Termination of Employment and Change of
Control Arrangements.' During 1996, the Committee determined that Mr. McHale's
base salary was below the industry average and his base salary was therefore
increased from $300,000 to $355,000 per year. Mr. McHale also received an annual
performance bonus of $301,750 pursuant to the Annual Incentive Plan based upon
the achievement of certain performance targets for 1996. In April 1996, Mr.
McHale was granted an option to purchase 75,000 shares of Common Stock at $7.50
per share, which was the market price for the Common Stock on the date of
grant. This option grant was made in lieu of an obligation under his Employment
Agreement to receive options to purchase an aggregate of 75,000 shares of Common
Stock in two equal installments in September 1996 and September 1997.
Summary
The Committee believes that it has implemented a comprehensive compensation
program for executives of the Company which is appropriate and competitive with
the total compensation programs provided by other similar automotive companies
with which the Company competes. The Committee believes its compensation
philosophy ties compensation to stockholder returns and thereby links
compensation to the achievement of annual and longer-term operational results of
the Company on behalf of the Company's stockholders. We look forward to
providing the stockholders with an update in our next annual report to you.
Management Compensation and Nominating Committee
of the Board of Directors
WILLIAM J. ABRAHAM, JR.
PHILIP WM. COLBURN
PAUL R. LEDERER
6
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ANNUAL AND LONG-TERM EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation paid
or accrued by the Company and its subsidiaries and their predecessors to those
persons who were (i) the Chief Executive Officer and (ii) the other four most
highly compensated executive officers of the Company (collectively, the 'Named
Executive Officers'), for services rendered by them in all capacities in which
they served the Company and its subsidiaries and their predecessors during 1994,
1995 and 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
----------------------
ANNUAL COMPENSATION SECURITIES
------------------------------------- RESTRICTED UNDERLYING ALL OTHER
OTHER ANNUAL STOCK OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION AWARDS($) SARS(#) ($)(A)
- ---------------------------------------- ---- --------- ---------- ------------ --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Henry P. McHale(b) ..................... 1996 $ 332,679 $ 301,750(c) (d) -- 75,000 $ 6,481
President and Chief Executive Officer 1995 231,987 1,654,239(c) (d) -- 50,000 8,018
1994 210,000 204,750(c) (d) -- -- 5,632
Raymond M. Scanlon(b)(e) ............... 1996 48,462 0 (d) -- -- 148,470
Former Senior Vice President 1995 154,000 12,000(f) (d) $ 402,992(g) 47,035(h) 22,003
1994 130,000 119,704(f) (d) -- 10,000(i) 25,610
John C. Martin, III(b) ................. 1996 164,000 111,520(f) (d) 27,690(j) 24,600 3,759
Vice President, Treasurer, Secretary 1995 139,850 57,120(f) (d) 432,078(g) 41,728(h) 3,169
and Chief Financial Officer 1994 130,000 94,249(f) (d) -- 7,000(i) 3,322
Jeffrey L. Jackson(b) .................. 1996 119,600 58,650(c) (d) 12,945(j) 11,500 3,587
Vice President -- Human Resources 1995 98,000 200,114(c) (d) -- -- 2,714
1994 93,500 42,075(c) (d) -- -- 2,237
Andrew J. Mazzarella(b)(k) ............. 1996 151,424 65,875(c) (d) 13,088(j) 11,625 25,055
Former Vice President, Controller and 1995 148,800 319,490(c) (d) -- -- 4,462
Assistant Secretary 1994 141,750 85,050(c) (d) -- -- 2,595
</TABLE>
- ------------
(a) All Other Compensation includes for 1994, 1995 and 1996, respectively, (i)
contributions made by each Named Executive Officer's employer under its
defined contribution plan in the following amounts: Mr. McHale -- $5,632,
$4,981 and $5,373; Mr. Scanlon -- $1,200, $1,615 and $277; Mr.
Martin -- $1,200, $1,578 and $1,200; Mr. Jackson -- $2,237, $2,714 and
$2,841; and Mr. Mazzarella -- $2,595, $4,462 and $3,190; (ii) insurance
premiums paid by Allen with respect to term life insurance for the benefit
of Messrs. Scanlon and Martin of $1,560, $0 and $0 and $2,122, $2,122 and
$0, respectively; (iii) the full dollar value of the remainder of premiums
paid by Allen in connection with life insurance policies issued pursuant to
the Split Dollar Insurance Agreement between Allen and Mr.
Scanlon -- $24,254, $0 and $0; (iv) insurance premiums paid by the Company
in 1996 for the benefit of the Named Executive Officers in the following
amounts: Mr. McHale -- $1,108, Mr. Scanlon -- $2,808, Mr. Martin -- $2,559,
Mr. Jackson -- $746 and Mr. Mazzarella -- $403; and (v) severance payments
made in 1996 to Mr. Scanlon -- $145,385 and Mr. Mazzarella -- $21,462.
(b) During 1994 and prior to September 29, 1995, Messrs. McHale, Jackson and
Mazzarella were employed by GDI and Messrs. Scanlon and Martin were each
employed by Allen.
(c) Amounts listed as bonuses for Messrs. McHale, Jackson and Mazzarella
include (i) annual performance bonuses earned by each in 1994, 1995 and
1996 and (ii) amounts earned in 1995 under the GDI Long Term Incentive
Plan, although the payment will be made in three equal installments on
April 1 of each year commencing in 1996. Mr. McHale's portion was paid in
full on September 29, 1995 as an inducement to accept the position of
President and Chief Executive Officer of the Company.
(d) Aggregate amount of such compensation is less than the lesser of $50,000 or
10% of the total salary and bonus reported for each Named Executive
Officer.
(e) Mr. Scanlon resigned from the Company effective March 1, 1996.
(f) Amounts listed as bonuses for Messrs. Scanlon and Martin include (i) annual
performance bonuses earned by each in 1994, 1995 and 1996 and (ii) the cash
portion of the bonuses awarded under Allen's Key Management Deferred Bonus
Plan (the 'KMDB Plan') for 1994, even though the payment of such portion is
paid in five equal annual installments on September 15 of each year
commencing in 1995. Pursuant to the spin-off, the Company assumed the
obligation for future payments of cash bonuses previously awarded to
Messrs. Scanlon and Martin but not yet paid by Allen under KMDB Plan.
(g) Represents the value of (i) 7,754 shares and 7,565 shares of restricted
TransPro common stock issued to Messrs. Scanlon and Martin, respectively,
to replace 2,881 and 2,811 shares, respectively, of restricted Allen common
stock issued to such persons pursuant to the KMDB Plan and forfeited
pursuant to the spin-off, which vest in
(footnotes continued on next page)
7
<PAGE>
<PAGE>
(footnotes continued from previous page)
annual increments between September 1996 and September 1999; and (ii)
26,912 shares and 29,603 shares of restricted TransPro common stock issued
to Messrs. Scanlon and Martin, respectively, to replace 10,000 and 11,000
shares, respectively, of restricted Allen common stock issued to such
persons pursuant to the Allen 1992 Stock Plan and forfeited pursuant to the
spin-off, which vest on December 31, 2000 and December 31, 2001 or
earlier, if certain earnings targets are met. Dollar values reflect the
value of TransPro common stock on the date of award. Dividends are paid on
restricted stock at the same rate as unrestricted TransPro common stock.
Mr. Scanlon's restricted TransPro common stock was forfeited upon his
resignation from the Company in March 1996.
(h) Includes options to purchase 47,035 and 35,478 shares of TransPro common
stock issued to Messrs. Scanlon and Martin, respectively, with the same
intrinsic value as options to purchase 17,500 and 13,200 shares,
respectively, of Allen common stock which were forfeited pursuant to the
spin-off.
(i) Represents options to purchase shares of Allen common stock which were
subsequently forfeited pursuant to the spin-off and reissued in the form of
options to purchase TransPro common stock with the same intrinsic value,
which are included in note (h), above.
(j) Represents the value of (i) 3,692 shares, 1,726 shares and 1,745 shares of
restricted TransPro common stock issued to Messrs. Martin, Jackson and
Mazzarella, respectively, which vest on April 8, 2000. Mr. Mazzarella's
restricted TransPro common stock was forfeited upon his resignation from
the Company in October 1996. At December 31, 1996, Messrs. Martin and
Jackson held an aggregate of 30,808 and 1,726 shares, respectively, of
restricted TransPro common stock which had an aggregate value (calculated
by multiplying such amounts by $9.125, the closing price of TransPro common
stock on December 31, 1996) of $281,123 and $15,750, respectively.
Dividends are paid on restricted stock at the same rate as unrestricted
TransPro common stock.
(k) Mr. Mazzarella resigned from the Company in October 1996.
------------------------
The following table sets forth the grants of stock options made by the
Company during the year ended December 31, 1996 to the Named Executive Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES GRANT DATE
OPTIONS IN FISCAL EXERCISE PRESENT
NAME GRANTED(A) PERIOD(B) PRICE EXPIRATION DATE VALUE(C)
- ------------------------------------------- ----------- ---------- -------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Henry P. McHale............................ 75,000 45.1% $ 7.50 April 10, 2006 $270,722
Raymond M. Scanlon......................... -- -- -- -- --
John C. Martin, III........................ 24,600 14.8 7.50 April 10, 2006 88,797
Jeffrey L. Jackson......................... 11,500 6.9 7.50 April 10, 2006 41,511
Andrew J. Mazzarella(d).................... 11,625 7.0 7.50 April 10, 2006 41,962
</TABLE>
- ------------
(a) All options granted are exercisable 50 percent after two years from date of
grant, 75 percent after three years from date of grant and 100 percent
after four years from date of grant.
(b) Options to purchase a total of 166,225 shares of Common Stock were issued
by the Company to employees in fiscal 1996.
(c) Present value calculated using the Black Scholes model assuming 6.38%
interest rate (the rate of treasury securities with a maturity date closest
to the expected life of the options) and 44.5% volatility (calculated based
upon the performance of the Common Stock from the date of the spin-off
through the grant date).
(d) Mr. Mazzarella's options were forfeited upon his resignation from the
Company in October 1996.
8
<PAGE>
<PAGE>
The following table sets forth information with respect to unexercised
options to purchase the Company's Common Stock held by the Named Executive
Officers at December 31, 1996. No options to purchase the Company's Common Stock
were exercised in 1996 by such persons.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR-END# FISCAL YEAR-END($)(A)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Henry P. McHale.......................................... 0 125,000 -- $ 121,875
Raymond M. Scanlon(b).................................... 0 0 -- --
John C. Martin, III...................................... 9,407 56,921 $27,140 75,864
Jeffrey L. Jackson....................................... 0 11,500 -- 18,688
Andrew J. Mazzarella(c).................................. 0 0 -- --
</TABLE>
- ------------
(a) Computed based upon the difference between the closing price of the
Company's Common Stock on December 31, 1996 ($9.125) and the exercise
price.
(b) Mr. Scanlon forfeited all of his options upon his resignation from the
Company in March 1996.
(c) Mr. Mazzarella forfeited all of his options upon his resignation from the
Company in October 1996.
RETIREMENT PLANS
The Company maintains a defined benefit retirement plan (the 'Retirement
Plan'), covering all of the full-time salaried employees of the G&O and Crown
divisions in the United States and Messrs. Scanlon and Martin. The other
full-time salaried employees of the Company and GDI continue to be covered by
GDI's non-contributory defined benefit cash balance plan.
TransPro, Inc. Retirement Plan
The Retirement Plan generally provides a retirement benefit based upon the
participant's years of credited service and his or her final average earnings,
with final average earnings consisting of the sum of (i) the average of the
salaries of the participant during the five years of highest salaries of the
participant in the 10 years preceding the participant's retirement or
termination date, and (ii) the average of the performance bonuses and overtime
earnings of the participant during the five years of highest aggregate bonuses
and overtime earnings of the participant in the 10 years preceding the
participant's retirement or termination date. Retirement benefits are payable
either as a straight life annuity, a joint and survivor annuity or in other
optional forms. Normal retirement is at age 65, but certain early retirement
benefits may be payable to participants who have attained age 55 and completed
10 years of continuous service, and survivor benefits may be payable to the
surviving spouse of a vested participant who dies prior to early or normal
retirement. A participant's benefit under the Retirement Plan vests after five
years of credited service, all benefits funded by the Company are based upon
actuarial computations, and no contributions are made by participants.
The following table shows estimated annual benefits payable under the
Retirement Plan to participants in specified compensation (final average
earnings) and years-of-service classifications on a straight life annuity basis,
assuming normal retirement at age 65 in 1996 and application of the current U.S.
Social Security covered compensation base, and includes amounts attributable to
the supplemental
9
<PAGE>
<PAGE>
pension benefit provisions contained in the employment agreements entered into
by the Company with Messrs. Scanlon and Martin.
<TABLE>
<CAPTION>
YEARS OF SERVICE(A)
FINAL AVERAGE --------------------------------------------------------------
EARNINGS(B) 10 15 20 25 30 35
- ------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$125,000 ........................... $15,410 $23,115 $30,820 $38,525 $46,229 $46,229
150,000 ........................... 18,785 28,177 37,570 46,962 56,354 56,354
175,000 ........................... 22,160 33,240 44,320 55,400 66,479 66,479
200,000 ........................... 25,535 38,302 51,070 63,837 76,604 76,604
225,000 ........................... 28,910 43,365 57,820 72,275 86,729 86,729
250,000 ........................... 32,285 48,427 64,570 80,712 96,854 96,854
300,000 ........................... 39,035 58,552 78,070 97,587 117,104 117,104
350,000 ........................... 45,785 68,677 91,570 114,462 137,354 137,354
400,000 ........................... 52,535 78,802 105,070 131,337 157,604 157,604
450,000 ........................... 59,285 88,927 118,570 148,212 177,854 177,854
500,000 ........................... 66,035 99,052 132,070 165,087 198,104 198,104
</TABLE>
- ------------
(a) Years of credited service under the Retirement Plan for Messrs. Scanlon and
Martin are 7 and 17, respectively.
(b) The current final average earnings for Messrs. Scanlon and Martin during
1996 were $170,933 and $202,624, respectively. Mr. Scanlon resigned from
the Company effective March 1, 1996.
GO/DAN Industries Retirement Plan
Messrs. McHale, Jackson and Mazzarella are covered by a non-contributory
defined benefit cash balance plan of GDI. GDI credits an amount, quarterly, to a
notional account for each participant under the plan equal to the sum of (i)
each participant's total compensation for the quarter (excluding bonus)
multiplied by a percentage factor plus (ii) each participant's total
compensation for the quarter (excluding bonus) in excess of a fraction of the
Social Security wage base multiplied by a percentage factor. The percentage
factors are determined under the following table:
<TABLE>
<CAPTION>
PLUS % OF PAY ABOVE
CREDIT ACCOUNT WITH 1/12 OF SOCIAL SECURITY
YEARS OF SERVICE % OF PAY TAXABLE WAGE BASE
- ------------------------------------------------------------ ------------------- -----------------------
<S> <C> <C>
Less than 10 years.......................................... 2.25% 2%
10 to 20 years.............................................. 3.00 2
20 or more years............................................ 4.00 2
</TABLE>
Each year until each participant's normal retirement date (age 65), the
notional account balances will be credited quarterly with interest equal to the
average of the one-year Treasury bill rate on the first day of October, November
and December of the previous calendar year multiplied by his or her account
balance at the beginning of the quarter. Upon retirement, the notional account
balance will be paid in the form of a lump sum payment or converted to an
annuity to provide monthly benefit payments. Upon normal retirement at age 65,
Messrs. McHale's, Jackson's and Mazzarella's estimated annual pension benefits
under the cash balance plan are $7,572, $11,460 and $30,317, respectively.
EMPLOYMENT, TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
Each of Messrs. McHale, Scanlon and Martin (the 'Senior Executive
Officers') has entered into an employment agreement with the Company which
extended through December 31, 1996, with automatic one-year extensions upon each
anniversary date of such agreement unless either party gives at least 90 days'
notice to the contrary. No such notice was given in 1996 with regard to Messrs.
McHale or Martin and their agreements were extended until December 31, 1997. Mr.
Scanlon resigned from the Company in March 1996 and his agreement was thereupon
terminated. Each employment agreement may be terminated by the Company for
'cause' (as defined in each employment agreement) or in the event such executive
becomes disabled, and each executive may terminate his agreement for 'good
reason' (as defined in each agreement). The employment agreements provide annual
pension benefits to each Senior Executive Officer, supplemental to the annual
benefits paid to such Senior Executive Officers under the Company's retirement
plans, in an amount determined in accordance with the Company's retirement plan
applicable to such Senior Executive Officer, without giving effect to limits
imposed by
10
<PAGE>
<PAGE>
the Code and regulations of the IRS on the amount of benefits payable or
compensation that may be used in determining benefits that may be paid to an
individual under a Federal income tax qualified plan. Upon a 'change in control'
of the Company, the Company is required to pay each Senior Executive Officer
affected thereby an amount equal to the present value of his supplemental
pension benefits under his employment agreement. A 'change in control' of the
Company is defined as (i) the acquisition of more than 30 percent of the
outstanding Common Stock of the Company by any person or group of related
persons, (ii) the change in a majority of the directors of the Company during a
consecutive two-year period, unless the election of each new director was
approved by at least two-thirds of the directors then still in office who were
directors at the beginning of such period, (iii) subject to certain exceptions,
the stockholders approve a merger or consolidation of the Company with any other
corporation, or (iv) the stockholders approve a plan of complete liquidation or
an agreement for the sale or disposition of all or substantially all of the
Company's assets. 'Good reason' includes the assignment of duties inconsistent
with the employee's position with the Company, a significant adverse alteration
in the nature or status of the employee's responsibilities or the conditions of
his employment, a reduction of the employee's salary (except for
across-the-board salary reductions similarly affecting all management personnel
of the Company), a relocation of the Company's office at which the employee is
principally employed by more than 25 miles or the failure by the Company to
continue any material compensation or benefit plan. The employment agreements
provide for an annual salary of not less than the prior year's salary (except
for across-the-board salary reductions similarly affecting all management
personnel of the Company) and fringe benefits in accordance with the Company's
policies adopted from time to time. The initial base salaries under the
employment agreements with the Senior Executive Officers were as follows:
$300,000 for Mr. McHale, $180,000 for Mr. Scanlon and $164,000 for Mr. Martin.
During 1996, Mr. McHale's base salary was increased to $355,000. Effective
January 1997 Mr. McHale's base salary was increased to $375,000 and Mr. Martin's
base salary was increased to $174,000. In addition, under such agreements,
Messrs. McHale and Martin received awards of options to purchase 125,000 and
6,250 shares of Common Stock, respectively, under the 1995 Stock Plan. Of such
options, options to purchase 75,000 and 0 shares of Common Stock were granted to
Messrs. McHale and Martin, respectively, in 1996. In 1996, Mr. Martin received
an additional 3,692 shares of restricted Common Stock and options to purchase
24,600 shares of Common Stock. See 'Executive Compensation -- Annual and
Long-Term Executive Compensation.'
Mr. McHale's employment agreement contains additional provisions which
provide that, in the event the Company terminates Mr. McHale's employment other
than for 'cause' or his disability, or if Mr. McHale terminates his employment
for 'good reason,' the Company will pay him an amount equal to his salary for
one year and will provide his life, disability, accident, medical and
hospitalization insurance benefits during a period of one year after such
termination. If, following a 'change in control,' the Company terminates Mr.
McHale's employment other than for 'cause' or his disability or if Mr. McHale
terminates his employment for 'good reason,' the Company will pay him an amount
equal to 2.99 times his average annual taxable compensation from the Company
during the preceding five years. In any case, the Company will pay Mr. McHale
accrued vacation pay and all other amounts to which he is entitled under any
compensation plan of the Company, and following a 'change in control,' an amount
equal to the excess of the 'fair market value' (as defined in each employment
agreement), on the date of termination, over the option price of the shares
subject to each stock option held by him, whether or not exercisable at the
time, in exchange for surrender of the option. All severance payments and all
insurance benefits will be discontinued if, following the Company's termination
of his employment for 'cause' or 'disability' or Mr. McHale's termination of his
employment other than for 'good reason,' Mr. McHale engages in competition with
the Company or engages in conduct which is injurious to the Company.
The employment agreements of Messrs. Scanlon and Martin also provide for
the payment of severance benefits if the Company terminates their employment
other than for 'cause' (as defined in each employment agreement) or disability
before or after a 'change in control' of the Company or if Mr. Scanlon or Mr.
Martin terminates his employment for 'good reason' (as defined in each
employment agreement) after a 'change in control.' Severance payments under the
agreements will be six months' salary plus an additional month for each full
year of service but in no event more than 18 months' salary, and will be paid in
normal pay periods, except that upon termination after a 'change in
11
<PAGE>
<PAGE>
control,' the Company will pay Mr. Scanlon or Mr. Martin, as applicable, in a
lump sum 150% of (i) six months' salary plus (ii) an additional month for each
full year of service with a maximum of 18 months' salary, plus all earned
accrued vacation pay and all other amounts to which he is entitled under any
compensation plan of the Company, and an amount equal to the excess of the 'fair
market value' (as defined in each employment agreement), on the date of
termination, over the option price of the shares subject to each stock option
held by him, whether or not exercisable at the time, in exchange for surrender
of the option. Life, disability, accident and health insurance benefits will
continue during the period of severance payments. Severance payments in excess
of the base amount of six months' salary will be reduced by any compensation
received by Mr. Scanlon or Mr. Martin from other employment (other than
self-employment) prior to a 'change in control.' All severance payments and all
insurance benefits will be discontinued if, following the Company's termination
of his employment other than for 'good reason,' Mr. Scanlon or Mr. Martin
engages in competition with the Company or engages in conduct which is injurious
to the Company. With respect to Mr. Martin's employment agreement, Mr. Martin is
entitled to severance benefits as if he was terminated other than for 'cause' by
the Company if, during the three year period beginning on the Distribution Date,
the Company relocates its principal executive offices by more than 25 miles from
its existing location.
Mr. Scanlon resigned from the Company effective March 1, 1996. In addition
to the amounts due to Mr. Scanlon pursuant to his employment agreement, the
Company agreed to pay Mr. Scanlon the sum of $12,030, representing his bonus
under the Allen 1995 annual incentive plan. Mr. Scanlon received aggregate
severance from the Company of $145,385 during 1996.
Severance Agreements
Messrs. Jackson and Mazzarella entered into severance agreements with GDI.
Pursuant to their respective severance agreement, if either Mr. Jackson or Mr.
Mazzarella lost his current position at GDI (except for termination for 'cause'
as defined in each severance agreement), or if during the term thereof should
there be a material change in ownership, or the sale of a portion of the
business, which results in his not having a position similar to his current
position including similar pay and benefits then his base salary will continue
to be paid until he either secures other full-time employment, or for one year,
whichever occurs first. Mr. Mazzarella resigned from the Company in October
1996. The Company made severance payments of $21,462 to Mr. Mazzarella during
1996.
Timothy E. Coyne, the Company's Vice President and Controller, entered into
a severance agreement with the Company in September 1996. The Company's
severance agreement with Mr. Coyne is substantially identical to the agreements
executed by Messrs. Jackson and Mazzarella.
GDI Long-Term Incentive Plan
Allen and Handy & Harman ('H&H') instituted a Long-Term Incentive Plan for
certain key executives of GDI, including Messrs. Jackson and Mazzarella but
excluding Mr. McHale. Under the plan, such key executives were entitled to
receive awards aggregating $1.5 million based on the achievement of certain
operating targets for GDI as of November 30, 1995. GDI achieved the operating
targets. Accordingly, the Company decided to fully vest the participants in the
plan. Messrs. Jackson and Mazzarella were entitled to receive awards aggregating
$168,479 and $255,421, respectively. The awards under the plan are being paid in
three equal payments on April 1 of 1996, 1997 and 1998, and will be subject to
forfeiture in accordance with the provisions of the plan. Messrs. Jackson and
Mazzarella received payments of $56,160 and $85,140 respectively in April 1996.
Pursuant to his resignation in October 1996, the Company agreed to pay Mr.
Mazzarella the remaining amounts due in 1997 and 1998 in April 1997 and not
later than October 1997, respectively. Pursuant to the Contribution Agreement
with Allen, the Company agreed to assume responsibility for all payments due
under the plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee currently consists of three
non-employee directors -- Messrs. Abraham, Colburn and Lederer. Pursuant to the
Directors Plan, Messrs. Abraham, Colburn and
12
<PAGE>
<PAGE>
Lederer were each granted options to purchase 1,500 shares of Common Stock on
April 26, 1996, at an exercise price of $8.375. Each of the foregoing options
expires 10 years from date of grant and is exercisable 50 percent after two
years from date of grant, 75 percent after three years from date of grant and
100 percent after four years from date of grant. See 'Proposal No.
1 -- Compensation of Directors.'
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than ten
percent of the Company's Common Stock, to file initial reports of ownership and
reports of changes in ownership with the SEC and The New York Stock Exchange.
Executive officers, directors and greater than ten percent beneficial owners are
required by the SEC to furnish the Company with copies of all Section 16(a)
forms they file.
Based upon a review of the copies of such forms furnished to the Company
and written representations from the Company's executive officers and directors,
the Company believes that during fiscal 1996 all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
ten percent beneficial owners were complied with.
COMPANY PERFORMANCE
The following graph shows the cumulative total stockholder return on the
Company's Common Stock since the beginning of 'regular way' trading in the
Company's Common Stock on October 11, 1995, compared to the returns of the New
York Stock Exchange Market Value Index, and a peer group consisting of the
reporting companies in SIC Code 3714 -- Motor Vehicle Parts and Accessories.
TRANSPRO, INC.
COMPARISON OF CUMULATIVE TOTAL RETURN 10/95-12/96
VS NYSE MARKET VALUE INDEX
AND SIC -- MOTOR VEHICLE PARTS AND ACCESSORIES INDEX
[GRAPH]
Assumes $100 invested October 11, 1995 in the Company's Common Stock, NYSE
Market Value Index and SIC -- Motor Vehicle Parts and Accessories Index; assumes
dividend reinvestment.
<TABLE>
<CAPTION>
PERFORMANCE GRAPH
-----------------
10/95 12/95 12/96
---- ------- -------
<S> <C> <C> <C>
TRANSPRO........................................................ $100 $ 90.43 $ 79.71
NYSE MARKET VALUE INDEX......................................... $100 $105.48 $127.06
SIC INDEX....................................................... $100 $ 98.17 $121.12
</TABLE>
13
<PAGE>
<PAGE>
STOCK OWNERSHIP
PRINCIPAL STOCKHOLDERS
The following tables set forth information as of March 3, 1997 with respect
to the only persons known to the Company to be the beneficial owners (for
purposes of the rules of the Securities and Exchange Commission) of more than 5%
of the outstanding shares of the Company's Common Stock as of that date.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNERS OWNERSHIP OF CLASS
- ----------------------------------------------------------------------------- ---------- --------
<S> <C> <C>
Gabelli Funds, Inc. ........................................................ 894,125(a) 13.6%
GAMCO Investors, Inc.
Gabelli Performance Partnership L.P.
Gabelli International Limited
Gabelli International II Limited
Gabelli Asset Management Company International Advisory
Services Ltd.
One Corporate Center
Rye, New York 10580
State of Wisconsin Investment Board ......................................... 641,400(b) 9.7%
P.O. Box 7842
Madison, Wisconsin 53707
Fidelity Management & Research Company ...................................... 513,925(c) 7.8%
FMR Corp.
Edward C. Johnson 3d
Abigail P. Johnson
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- ------------
(a) This figure is based on information set forth in a Schedule 13D Amendment
No. 4 dated September 26, 1996 filed with the SEC. Gabelli Funds, Inc.
holds sole voting and dispositive power over an aggregate of 348,250 shares
of Common Stock. GAMCO Investors, Inc. holds sole voting power over 463,375
shares of Common Stock and sole dispositive power over 508,375 shares of
Common Stock. Gabelli Performance Partnership L.P. ('GPP'), Gabelli
International Limited ('GIL'), Gabelli International II Limited ('GIL II')
and Gabelli Asset Management Company International Advisory Services Ltd.
('GIASL') hold sole voting and dispositive power over 15,000, 10,000, 7,500
and 5,000 shares of Common Stock, respectively. Mario J. Gabelli is the
indirect majority stockholder of GAMCO and the majority stockholder and
Chairman of the Board of Directors and Chief Executive Officer of Gabelli
Funds, Inc., the general partner of GPP, the Chairman of the Board, a
director and investment manager for GIL and GIL II and a director of GIASL.
(b) This figure is based upon information set forth in a Schedule 13G Amendment
No. 1 filed with the SEC on January 21, 1997. The State of Wisconsin
Investment Board has sole voting and dispositive power over all of the
indicated shares.
(c) This figure is based on information set forth in a Schedule 13G dated
February 14, 1997 filed with the SEC. FMR Corp. ('FMR') and Edward C.
Johnson 3d have sole dispositive power over all of the indicated shares but
do not hold voting power over the shares. Fidelity Management & Research
Company, a wholly-owned subsidiary of FMR, holds sole voting power over the
indicated shares under written guidelines established by its Board of
Trustees.
DIRECTORS AND OFFICERS
The following table sets forth information as of March 3, 1997, which
respect to shares of Common Stock of the Company beneficially owned (for
purposes of the rules of the Securities and Exchange Commission) by each
director and each Named Executive Officer and by all directors and current
executive officers of the Company as a group, except that the information with
respect to shares held by
14
<PAGE>
<PAGE>
the trustee under Company's 401(k) Savings Plan is as of December 31, 1996 (the
most recent practicable date for such information).
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- ----------------------------------------------------------------------------- ---------- --------
<S> <C> <C>
Barry R. Banducci............................................................ 7,000 *
Henry P. McHale.............................................................. 11,480(a) *
William J. Abraham, Jr. ..................................................... 7,000 *
Philip Wm. Colburn........................................................... 25,438 *
Paul R. Lederer.............................................................. 0 --
Sharon M. Oster.............................................................. 100 *
F. Alan Smith................................................................ 0 --
Jeffrey L. Jackson........................................................... 2,189(b) *
John C. Martin, III.......................................................... 66,044(c) 1.0%
Andrew J. Mazzarella......................................................... 1,075 *
Raymond M. Scanlon........................................................... 330 *
All directors and executive officers as a group (12 persons)................. 121,356(d) 1.8%
</TABLE>
- ------------
* Less than 1%
(a) Consists of shares held by the trustee under the TransPro, Inc. 401(k)
Savings Plan.
(b) Consists of 1,726 restricted shares of Common Stock awarded under the
Company's 1995 Stock Plan and 463 shares held by the trustee under the
TransPro, Inc. 401(k) Savings Plan.
(c) Consists of 16,677 shares owned directly; 820 shares held by the trustee
under the TransPro, Inc. 401(k) Savings Plan; 17,739 shares issuable upon
exercise of options exercisable within 60 days; and 30,808 restricted
shares of Common Stock awarded under the Company's 1995 Stock Plan.
(d) Consists of 57,620 shares owned by directors and executive officers; 12,763
shares held on behalf of certain executive officers by the trustee under
the TransPro, Inc. 401(k) Savings Plan; 33,234 restricted shares of Common
Stock awarded under the Company's 1995 Stock Plan and 17,739 shares
issuable upon exercise of options exercisable within 60 days.
PROPOSAL NO. 2 -- RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Coopers & Lybrand L.L.P. as the
Company's independent auditors for the year ending December 31, 1997, and has
further directed that management submit the selection of independent auditors
for ratification by stockholders at the Annual Meeting. Coopers & Lybrand L.L.P.
has audited the Company's financial statements since it was spun-off from The
Allen Group Inc. in 1995. A representative of Coopers & Lybrand L.L.P. is
expected to be present at the Annual Meeting and will have an opportunity to
make a statement if he or she desires and will be available to respond to
appropriate questions.
Stockholder ratification of the selection of Coopers & Lybrand L.L.P. as
the Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of Coopers & Lybrand
L.L.P. to the stockholders for ratification as a matter of good corporate
practice. If the stockholders fail to ratify the selection, the Board will
reconsider whether or not to retain that firm. Even if the selection were
ratified, the Board in its discretion may direct the appointment of a different
independent accounting firm at any time during the year if the Board determines
that such a change would be in the best interests of the Company and its
stockholders.
VOTE REQUIRED
The affirmative vote of holders of a majority of the shares of Common Stock
issued, outstanding and entitled to vote, present or represented at the meeting,
a quorum being present, is required for the
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adoption of this proposal. Broker non-votes with respect to this matter will be
treated as neither a vote 'for' or a vote 'against' the matter, although they
will be counted in determining if a quorum is present. However, abstentions will
be considered in determining the number of votes required to attain a majority
of the shares present or represented at the meeting and entitled to vote.
Accordingly, an abstention from voting by a stockholder present in person or by
proxy at the meeting has the same legal effect as a vote 'against' the matter
because it represents a share present or represented at the meeting and entitled
to vote, thereby increasing the number of affirmative votes required to approve
this proposal.
THE BOARD OF DIRECTORS DEEMS 'PROPOSAL NO. 2 -- RATIFICATION OF SELECTION
OF INDEPENDENT AUDITORS' TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS AND RECOMMENDS A VOTE 'FOR' APPROVAL THEREOF.
CERTAIN TRANSACTIONS
On September 8, 1995, the Board of Directors of Allen declared a
distribution (the 'Distribution'), payable to the holders of Allen common stock
at the close of business on September 29, 1995 (the 'Record Date'), of one share
of TransPro Common Stock, along with an associated stock purchase right issued
pursuant to a stockholder rights plan (a 'Right' and, collectively with the
distributed TransPro Common Stock, a 'Share'), for every four shares of common
stock of Allen held on the Record Date. The Distribution took place on September
29, 1995 (the 'Distribution Date'). Mr. Philip Wm. Colburn, a director of the
Company, is also the Chairman of the Board of Allen.
In connection with the Distribution, the Company and Allen entered into
several agreements for the purpose of giving effect to the Distribution and
defining their ongoing relationships. These agreements were negotiated while the
Company was wholly owned by Allen and therefore were not the result of
arms-length negotiations between independent parties, although the Company
believes the various pricing terms to be comparable to what could be achieved
through arms-length negotiations.
The following is a summary of certain material agreements, arrangements and
transactions between the Company and Allen.
CONTRIBUTION AGREEMENT
Immediately prior to the Distribution, the Company and Allen entered into a
Contribution Agreement providing for, among other things, the principal
corporate transactions required to transfer the automotive and truck products
business to TransPro, the agreements and conditions relating to the
Distribution, the division between the Company and Allen of certain assets and
liabilities and certain other agreements governing the relationship between
Allen and the Company with respect to or as a consequence of the Distribution.
Contribution of Automotive and Truck Products Business. Pursuant to the
Contribution Agreement, substantially all of the assets and liabilities of the
automotive and truck products business, including Allen's 50% ownership interest
in GDI, were transferred by Allen to the Company, which was incorporated for
that purpose on July 28, 1995 (the 'Contribution'). In connection with the
Contribution, the Company agreed to assume from Allen any and all liabilities,
indebtedness and obligations of Allen arising out of or relating to the
automotive and truck products business, including an aggregate of approximately
$13 million of indebtedness under certain IRBs, and all liabilities and
obligations relating to the requirements of any applicable environmental laws or
regulations, the redemption of GDI, the registration statement relating to the
Distribution or any pending or threatened litigation.
Employees. The Company agreed to continue to employ all employees of Allen
whose duties related primarily to the automotive and truck products business.
Except as provided for in the Contribution Agreement, the Company agreed to
provide such employees with terms and conditions of employment that are
substantially the same as those provided to such employees by Allen, including
employee benefits and other perquisites. The Company has agreed to assume all
liabilities relating to such employees, including liabilities relating to their
employment by Allen prior to the Distribution.
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Cross Indemnification. The Company and Allen agreed to indemnify each other
against certain liabilities. Subject to certain exceptions, the Company agreed
to indemnify Allen against any and all claims that arise out of or are related
to the businesses, assets acquired and liabilities assumed by the Company, the
registration statement relating to the Distribution or certain tax payments and
to reimburse Allen for any legal or other costs and expenses reasonably incurred
by Allen in connection with investigating or defending any such claim. Allen has
agreed to indemnify the Company from any claims that arise out of or are related
to the businesses, assets and liabilities retained by Allen and to reimburse the
Company for any legal or other costs and expenses reasonably incurred by the
Company in connection with investigating or defending any claim. The
Contribution Agreement also included procedures for notice and payment of
indemnification claims and provided that the indemnifying party may assume the
defense of a claim or suit brought by a third party.
Use of Allen Corporate Name. In order to facilitate the transfer of the
Truck Products Divisions from Allen to the Company, the Contribution Agreement
permitted the Company to continue to use the Allen corporate name for a period
of one year after the Distribution.
Expenses. The Contribution Agreement provided that all costs and expenses
incurred with the preparation, delivery and implementation of the Contribution
Agreement and the transactions contemplated thereby be paid by Allen, except for
fees and expenses related to any transaction specifically intended to benefit
only the Company after the closing.
INTERIM SERVICES AGREEMENT
As of the Distribution Date, the Company and Allen entered into an Interim
Services Agreement (the 'Services Agreement'), which governed the administrative
services that Allen continued to provide the Company on a interim basis. In
general, Allen provided certain limited tax, accounting, cash reconciliation,
human resources and insurance administration services for a one-year period
after the Distribution Date. Under the terms of the agreement, the Company
compensated Allen for such services at a rate of $10,000 per month during the
first six months and $5,000 per month during the last six months of the term of
the agreement, plus certain out-of-pocket expenses. The Services Agreement
provided that the Company may request Allen to provide additional services
during the term of the agreement and, if so provided, the monthly fee will be
appropriately adjusted. The Company paid Allen an aggregate of $80,000 under the
Services Agreement in 1996 and the Agreement terminated in September 1996.
CONSULTING AGREEMENT
As of the Distribution Date, the Company and Allen entered into a
Consulting Agreement (the 'Consulting Agreement'), pursuant to which Mr. Frank
J. Hyson continued to be an employee of Allen, but provided full-time services
to the Company as the President of the Crown division in exchange for monthly
payments equal to the total aggregate monthly compensation, benefits, incentive
and other compensation incurred by Allen with respect to Mr. Hyson. In October
1996, the Company and Allen restated their Consulting Agreement to provide that
Mr. Hyson would no longer act as President of the Crown division, but would
instead provide full-time services to the Company on the same basis as Special
Assistant to the Chief Executive Officer. The restated Consulting Agreement
terminates on December 31, 1997.
STOCKHOLDER PROPOSALS
All stockholder proposals which are intended to be presented at the 1998
Annual Meeting of Stockholders of the Company must be received by the Company no
later than November 25, 1997 for inclusion in the Board of Directors' proxy
statement and form of proxy relating to that meeting.
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OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
Annual Meeting. However, if any other business properly comes before the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to vote
on such matters in accordance with their best judgment.
The Annual Report, including financial statements, of the Company for the
year 1996 is enclosed herewith but is not a part of the proxy soliciting
material.
The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend the
Annual Meeting, please sign the proxy and return it in the enclosed envelope.
By Order of the Board of Directors
JOHN C. MARTIN, III
Secretary
Dated: March 21, 1997
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APPENDIX 1
PROXY CARD
TRANSPRO, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 1997
Barry R. Banducci and Henry P. McHale, and each of them, as the
true and lawful attorneys, agents and proxies of the undersigned, with full
power of substitution, are hereby authorized to represent and to vote all shares
of Common Stock of TransPro, Inc. held of record by the undersigned on March 3,
1997, at the Annual Meeting of Stockholders to be held at 11:00 a.m. on
Wednesday, April 23, 1997, at the Omni Berkshire Place Hotel, 21 East 52nd
Street, New York, New York and at any adjournment thereof. Any and all proxies
heretofore given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR PROPOSALS
NO. 1 AND 2.
1. Proposal No. 1 - Election of Directors - Nominees are:
Barry R. Banducci
Henry P. McHale
William J. Abraham, Jr.
Philip Wm. Colburn
Paul R. Lederer
Sharon M. Oster; and
F. Alan Smith.
[ ] FOR all listed nominees (except do not vote for the nominee(s) whose
name(s) appear(s) below):
[ ] WITHHOLD AUTHORITY to vote for the listed nominees.
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2. Proposal No. 2 - Approval of Appointment of Coopers & Lybrand L.L.P. as
the Company's Independent Auditors:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
Discretionary authority is hereby granted with respect to such
other matters as may properly come before the meeting.
IMPORTANT: PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. EACH JOINT OWNER
SHOULD SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD
GIVE FULL TITLE AS SUCH. IF SIGNOR IS A CORPORATION, PLEASE GIVE
FULL CORPORATE NAME BY DULY AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
Dated __________, 1997
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Signature
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Signature if held jointly
THE ABOVE-SIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND THE PROXY STATEMENT FURNISHED THEREWITH.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
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