TRANSPRO INC, DEF 14A, 1998-03-26

TRANSPRO INC
DEF 14A, 1998-03-26
MOTOR VEHICLE PARTS & ACCESSORIES

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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:

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(2) Aggregate number of securities to which transaction
applies:

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(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:

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[ ] 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:

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(2) Form, Schedule or Registration Statement No.:

.......................................................

(3) Filing Party:

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(4) Date Filed:

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[LOGO]

March 26, 1998

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 29, 1998 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, 1998, 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,

BARRY R. BANDUCCI

Barry R. Banducci
Chairman of the Board

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 29, 1998 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,
1998; 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 4, 1998 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 26, 1998

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 29, 1998, 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 27, 1998 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 4, 1998 are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. On March 4, 1998 there were 6,611,460 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.

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................ 62 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 and The
Delker Corporation.
Henry P. McHale.................. 59 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. ......... 50 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............... 69 1995 Chairman of the Board of Allen Telecom Inc. (formerly 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.................. 58 1995 Executive Vice President -- Worldwide Aftermarket of
Federal-Mogul Corporation since February 1998; from November
1994 to February 1998, President and Chief Operating Officer
of Fel-Pro Inc. (which was acquired by Federal-Mogul
Corporation); 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).(1)
</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 1999 Annual Meeting of Stockholders that are
submitted prior to the end of 1998 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, 1997, the Board of Directors of the
Company held six meetings and acted once by unanimous written consent, the
Compensation Committee held two meetings and the Audit Committee held three
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 Ms. Oster who attended four of the six meetings of the
Board of Directors and Mr. Colburn who attended two of the three meetings of the
Audit 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 25, 1997 at an exercise price of $7.75 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 1997, 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.

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. (currently Allen Telecom 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 1997 for the Company's Chief Executive Officer
and for the other executive officers was generally at the competitive industry
average.

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 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.

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).

1997 Compensation for the Chief Executive Officer

In 1997, Henry P. McHale received annual base salary payments of $375,000,
pursuant to the terms of his employment agreement with the Company. See
'Executive Compensation -- Employment, Termination of Employment and Change of
Control Arrangements.' Mr. McHale did not receive an annual performance bonus
pursuant to the Annual Incentive Plan in 1997. In April 1997, Mr. McHale was
granted an option to purchase 50,700 shares of Common Stock at $7.75 per share,
which was the market price for the Common Stock on the date of grant and also
received a grant of 9,700 shares of restricted Common Stock. The restrictions on
the restricted Common Stock lapse four years from the date of grant and are
subject to early lapse upon a change of control. These option and restricted
stock grants were made in accordance with the Committee's compensation
practices.

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

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 1995,
1996 and 1997.

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) .................... 1997 $ 375,000 $ 0(c) $ 59,699(d) $ 75,175(e) 50,700 $8,714
President and Chief Executive Officer 1996 332,679 301,750(c) (f) -- 75,000 7,837
1995 231,987 1,654,239(c) (f) -- 50,000 8,018
John C. Martin, III(b) ................ 1997 174,000 0 (f) 24,800(e) 16,600 5,224
Vice President, Treasurer, Secretary 1996 164,000 111,520 (f) 27,690(g) 24,600 3,759
and Chief Financial Officer 1995 139,850 57,120 (f) 432,078(h) 41,728(i) 3,700
Michael Hooper(j) ..................... 1997 150,000 120,000 (f) 21,700(e) 14,300 3,110
President, Crown Divisions 1996 35,961 0 (f) 13,000(g) 10,600 672
1995 -- -- -- -- -- --
Jeffrey L. Jackson(b) ................. 1997 126,320 0(c) (f) 11,625(e) 7,800 4,464
Vice President -- Human Resources 1996 119,600 58,650(c) (f) 12,945(g) 11,500 3,587
1995 98,000 200,114(c) (f) -- -- 2,714
Timothy E. Coyne(k) ................... 1997 125,000 0 (f) 9,300(e) 6,000 4,037
Vice President, Controller and 1996 26,442 0 (f) 5,688(g) 4,400 0
Assistant Secretary 1995 -- -- -- -- -- --
</TABLE>

- ------------

(a) All Other Compensation includes for 1995, 1996 and 1997, respectively, (i)
contributions made by each Named Executive Officer's employer under its
defined contribution plan in the following amounts: Mr. McHale -- $4,981,
$5,373 and $6,035; Mr. Martin -- $1,578, $1,200 and $2,679; Mr.
Hooper -- $0, $0 and $923; Mr. Jackson -- $2,714, $2,841 and $3,688; and
Mr. Coyne -- $0, $0 and $2,019; (ii) insurance premiums paid by Allen with
respect to term life insurance for the benefit of Mr. Martin of $2,122, $0
and $0, respectively; and (iii) insurance premiums paid by the Company in
1996 and 1997 for the benefit of the Named Executive Officers in the
following amounts: Mr. McHale -- $2,464 and $2,679, Mr. Martin -- $2,559
and $2,545, Mr. Hooper -- $672 and $2,187, Mr. Jackson -- $746 and $776,
and Mr. Coyne -- $0 and $2,018.

(b) Prior to September 29, 1995, Messrs. McHale, and Jackson were employed by
GDI and Mr. Martin was employed by Allen.

(c) Amounts listed as bonuses for Messrs. McHale and Jackson include (i) annual
performance bonuses earned by each in 1995, 1996 and 1997 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) Other Annual Compensation for Mr. McHale in 1997 includes (i) personal
travel reimbursements in the amount of $18,666, (ii) reimbursed housing
expenses in the amount of $18,000, and (iii) company car payments in the
amount of $17,761.

(e) Represents the value of (i) 9,700 shares, 3,200 shares, 2,800 shares, 1,500
shares and 1,200 shares of restricted TransPro common stock issued to
Messrs. McHale, Martin, Hooper, Jackson and Coyne, respectively, which vest
on April 25, 2001. Dollar values reflect the value of TransPro common stock
on the date of award. At December 31, 1997, Messrs. McHale, Martin, Hooper,
Jackson and Coyne held an aggregate of 9,700, 41,253, 4,400, 3,226 and
1,900 shares, respectively, of restricted TransPro common stock which had
an aggregate value (calculated by multiplying such amounts by $9.00, the
closing price of TransPro common stock on December 31, 1997) of $87,300,
$371,277, $39,600, $29,034 and $17,100, respectively. Dividends are paid on
restricted stock at the same rate as unrestricted TransPro common stock.

(f) Aggregate amount of such compensation is less than the lesser of $50,000 or
10% of the total salary and bonus reported for each indicated Named
Executive Officer.

(g) Represents the value of (i) 3,692 shares and 1,726 shares of restricted
TransPro common stock issued to Messrs. Martin and Jackson, respectively,
which vest on April 8, 2000 and (ii) 1,600 shares and 700 shares of
restricted

(footnotes continued on next page)

(footnotes continued from previous page)
TransPro common stock issued to Messrs. Hooper and Coyne, respectively,
which vest on December 5, 2000. Dollar values reflect the value of TransPro
common stock on the date of award.

(h) Represents the value of (i) 7,565 shares of restricted TransPro common
stock issued to Mr. Martin to replace 2,811 shares of restricted Allen
common stock issued to Mr. Martin pursuant to Allen's Key Management
Deferred Bonus Plan and forfeited pursuant to the spin-off, which vest in
annual increments between September 1996 and September 1999; and (ii)
29,603 shares of restricted TransPro common stock issued to Mr. Martin to
replace 11,000 shares of restricted Allen common stock issued to Mr. Martin
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
beginning in 1997, if certain earnings targets are met. Dollar values
reflect the value of TransPro common stock on the date of award.

(i) Includes options to purchase 35,478 shares of TransPro common stock issued
to Mr. Martin with the same intrinsic value as options to purchase 13,200
shares of Allen common stock which were forfeited pursuant to the spin-off.

(j) Mr. Hooper joined the Company in October 1996.

(k) Mr. Coyne joined 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, 1997 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............................ 50,700 53.1% $ 7.75 April 27, 2007 $133,726
John C. Martin, III........................ 16,600 17.4 7.75 April 27, 2007 43,784
Michael Hooper............................. 14,300 15.0 7.75 April 27, 2007 37,718
Jeffrey L. Jackson......................... 7,800 8.2 7.75 April 27, 2007 20,573
Timothy E. Coyne........................... 6,000 6.3 7.75 April 27, 2007 15,826
</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 95,400 shares of Common Stock were issued by
the Company to employees in fiscal 1997.

(c) Present value calculated using the Black Scholes model assuming 6.69%
interest rate (the rate of treasury securities with a maturity date closest
to the expected life of the options) and 30.2% volatility (calculated based
upon the performance of the Common Stock from the date of the spin-off
through the grant date).

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, 1997. No options to purchase the Company's Common Stock
were exercised in 1997 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.......................................... 25,000 150,700 $ 0 $ 175,875
John C. Martin, III...................................... 25,568 57,360 42,279 73,963
Michael Hooper........................................... 0 24,900 -- 27,150
Jeffrey L. Jackson....................................... 0 19,300 -- 27,000
Timothy E. Coyne......................................... 0 10,400 -- 11,350
</TABLE>

- ------------

(a) Computed based upon the difference between the closing price of the
Company's Common Stock on December 31, 1997 ($9.00) and the exercise price.

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. Martin and Hooper. 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 1997 and application of the current U.S.
Social Security covered compensation base, and includes amounts attributable to
the supplemental

pension benefit provisions contained in the employment agreement entered into by
the Company with Mr. Martin.

<TABLE>
<CAPTION>
YEARS OF SERVICE(a)
FINAL AVERAGE ------------------------------------------------------------------
EARNINGS(b) 10 15 20 25 30 35
- ------------- ------- ------- -------- -------- -------- --------

- ------------

(a) Years of credited service under the Retirement Plan for Messrs. Martin and
Hooper are 18 and 1, respectively.

(b) The current final average earnings for Messrs. Martin and Hooper during
1997 were $223,489 and $150,000, respectively.

GO/DAN Industries Retirement Plan

Messrs. McHale, Jackson and Coyne 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 Coyne's estimated annual pension benefits under
the cash balance plan are $7,487, $13,513 and $0, respectively.

EMPLOYMENT, TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS

Each of Messrs. McHale 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 or 1997 with regard to Messrs. McHale
or Martin and their agreements were extended until December 31, 1998. 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

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, 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
previously received awards of options to purchase 125,000 and 6,250 shares of
Common Stock, respectively, under the 1995 Stock Plan. In 1997 Mr. McHale
received an additional 9,700 shares of restricted Common Stock and options to
purchase 50,700 shares of Common Stock, while Mr. Martin received an additional
3,200 shares of restricted Common Stock and options to purchase 16,600 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.

Mr. Martin's employment agreement also provides for the payment of
severance benefits if the Company terminates his employment other than for
'cause' (as defined in the employment agreement) or disability before or after a
'change in control' of the Company or if Mr. Martin terminates his employment
for 'good reason' (as defined in the employment agreement) after a 'change in
control.' Severance payments under the agreement 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 control,' the Company will pay Mr. Martin 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 the 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. 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. Martin engages in competition with the Company or
engages in conduct which is injurious to the Company. Mr. Martin is also
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.

Severance Agreements

Messrs. Hooper, Jackson and Coyne entered into severance agreements with
the Company. Pursuant to their respective severance agreements, if either Mr.
Hooper, Mr. Jackson or Mr. Coyne lost his current position (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.

Severance Payments

The Company made severance payments in 1997 to two former executive
officers -- Raymond M. Scanlon, former Senior Vice President, and Andrew J.
Mazzarella, former Vice President, Controller and Assistant Secretary. Mr.
Scanlon, who resigned from the Company in March 1996, received severance
payments of $51,231 in 1997, and Mr. Mazzarella, who resigned from the Company
in October 1996 received severance payments of $107,308 in 1997. Mr. Mazzarella
also received payments in 1997 under the GDI Long-Term Incentive Plan. See
' -- GDI Long Term Incentive Plan.' No further severance payments are due to
Messrs. Scanlon or 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
and April 1997. 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 October 1997, respectively. Mr. Mazzarella received his 1998 installment of
$85,140 in October 1997. 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 Lederer were each granted options
to purchase 1,500 shares of Common Stock on April 25, 1997, at an exercise price
of $7.75. 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'.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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 1997 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 10/95-12/97
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>
10/95 12/95 12/96 12/97
---- ------- ------- -------
<S> <C> <C> <C> <C>
TRANSPRO............................................. $100 $ 90.43 $ 79.71 $ 80.34
NYSE MARKET VALUE INDEX.............................. $100 $105.48 $127.06 $167.15
SIC INDEX............................................ $100 $ 98.17 $121.12 $156.47
</TABLE>

STOCK OWNERSHIP

PRINCIPAL STOCKHOLDERS

The following tables set forth information as of March 4, 1998 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. ........................................................ 725,650(a) 11.0%
GAMCO Investors, Inc.
Gabelli Performance Partnership L.P.
Gemini Capital Management Ltd.
One Corporate Center
Rye, New York 10580

Fidelity Management & Research Company ...................................... 660,925(b) 10.0%
FMR Corp.
Edward C. Johnson 3d
Abigail P. Johnson
82 Devonshire Street
Boston, Massachusetts 02109

State of Wisconsin Investment Board ......................................... 641,400(c) 9.7%
P.O. Box 7842
Madison, Wisconsin 53707
</TABLE>

- ------------

(a) This figure is based on information set forth in a Schedule 13D Amendment
No. 8 dated February 17, 1998 filed with the SEC. GAMCO Investors, Inc.
('GAMCO') holds sole voting and dispositive power over 362,650 shares of
Common Stock. Gabelli Funds, Inc. holds sole voting and dispositive power
over an aggregate of 343,000 shares of Common Stock. Gabelli Performance
Partnership L.P. ('GPP') and Gemini Capital Management Ltd. each hold sole
voting and dispositive power over 10,000 shares of Common Stock,
respectively. Mario J. Gabelli is the majority stockholder and Chairman of
the Board of Directors and Chief Executive Officer of Gabelli Funds, Inc.,
which is the sole parent of GAMCO. Mr. Gabelli is also the general partner
and chief investment officer of GPP.

(b) This figure is based on information set forth in a Schedule 13G Amendment
No. 2 dated February 11, 1998 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.

(c) This figure is based upon information set forth in a Schedule 13G Amendment
No. 2 filed with the SEC on January 23, 1998. The State of Wisconsin
Investment Board has sole voting and dispositive power over all of the
indicated shares.

DIRECTORS AND OFFICERS

The following table sets forth information as of March 4, 1998, 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

the trustee under Company's 401(k) Savings Plan is as of December 31, 1997 (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............................................................ 31,600(a) *
Henry P. McHale.............................................................. 73,875(b) 1.1%
William J. Abraham, Jr. ..................................................... 10,250(c)(d) *
Philip Wm. Colburn........................................................... 28,688(c) *
Paul R. Lederer.............................................................. 6,250(c)(e) *
Sharon M. Oster.............................................................. 3,650(c) *
F. Alan Smith................................................................ 3,250(c) *
Timothy E. Coyne............................................................. 2,099(f) *
Michael Hooper............................................................... 4,449(g) *
Jeffrey L. Jackson........................................................... 9,589(h) *
John C. Martin, III.......................................................... 90,750(i) 1.4%
All directors and executive officers as a group (11 persons)................. 264,360(j) 3.9%
</TABLE>

- ------------

* Less than 1%

(a) Includes 6,600 shares issuable upon exercise of options exercisable within
60 days. Also includes 18,000 shares held by The Banducci Family LLC.

(b) Consists of 9,700 restricted shares of Common Stock awarded under the
Company's 1995 Stock Plan, 1,675 shares held by the trustee under the
TransPro, Inc. 401(k) Savings Plan and 62,500 shares issuable upon exercise
of options exercisable within 60 days.

(d) Includes 1,000 shares held in Mr. Abraham's Keogh account.

(e) Includes 3,000 shares held by the Paul R. Lederer Revocable Trust.

(f) Consists of 1,900 restricted shares of Common Stock awarded under the
Company' s 1995 Stock Plan and 109 shares held by the trustee under the
TransPro, Inc. 401(k) Savings Plan.

(g) Consists of 4,400 restricted shares of Common Stock awarded under the
Company' s 1995 Stock Plan and 49 shares held by the trustee under the
TransPro, Inc. 401(k) Savings Plan.

(h) Consists of 3,226 restricted shares of Common Stock awarded under the
Company' s 1995 Stock Plan, 613 shares held by the trustee under the
TransPro, Inc. 401(k) Savings Plan and 5,750 shares issuable upon exercise
of options exercisable within 60 days.

(i) Includes 41,253 restricted shares of Common Stock awarded under the Company'
s 1995 Stock Plan, 838 shares held by the trustee under the TransPro, Inc.
401(k) Savings Plan and 42,034 shares issuable upon exercise of options
exercisable within 60 days.

(j) Consists of 67,463 shares owned by or on behalf of directors and executive
officers; 3,284 shares held on behalf of certain executive officers by the
trustee under the TransPro, Inc. 401(k) Savings Plan; 60,479 restricted
shares of Common Stock awarded under the Company's 1995 Stock Plan and
133,134 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, 1998, 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 Allen
Telecom Inc. (formerly 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 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 ongoing 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.

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.

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
terminated on December 31, 1997.

STOCKHOLDER PROPOSALS

All stockholder proposals which are intended to be presented at the 1999
Annual Meeting of Stockholders of the Company must be received by the Company no
later than November 27, 1998 for inclusion in the Board of Directors' proxy
statement and form of proxy relating to that meeting.

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 1997 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 26, 1998

Appendix A

TRANSPRO, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 29, 1998

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 4,
1998, at the Annual Meeting of Stockholders to be held at 11:00 a.m. on
Wednesday, April 29, 1998, 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. Election of Directors - Nominees:

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 NOMINEES

[ ] WITHHELD FROM ALL NOMINEES

[ ] FOR ALL NOMINEES EXCEPT AS NOTED ABOVE

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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.

[ ] Mark here for address change and note at left.

THE UNDERSIGNED 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.

IMPORTANT: PLEASE SIGN EXACTLY AS NAME APPEARS AT LEFT. EACH JOINT OWNER
SHOULD SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD
GIVE FULL TITLE AS SUCH. IF SIGNER IS A CORPORATION, PLEASE GIVE
FULL CORPORATE NAME BY DULY AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.

Signature:_________________________ Date:_________________________

Signature:__________________________ Date:_________________________

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