TRANSPRO INC, DEF 14A, 1999-03-29

TRANSPRO INC
DEF 14A, 1999-03-29
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:

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

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

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

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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

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

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

(3) Filing Party:

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

(4) Date Filed:

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

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[Logo]

March 29, 1999

Dear Fellow Stockholder:

You are cordially invited to attend the Company's Annual Meeting of
Stockholders which will be held at The St. Regis Hotel, 2 East 55th Street, New
York, New York on Wednesday, April 28, 1999 at 11:00 a.m. This year you are
being asked to elect seven directors to the Company's Board and approve the
Company's auditors for the year ending December 31, 1999, 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

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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 28, 1999 at 11:00 a.m., at The St. Regis
Hotel, 2 East 55th 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 PricewaterhouseCoopers LLP
as the Company's independent auditors for the year ending December 31,
1999; 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, 1999 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.

TIMOTHY E. COYNE
Secretary

New Haven, Connecticut
March 29, 1999

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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 28, 1999, or at any adjournment thereof. The purposes of the meeting and
the matters to be acted upon are described 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 29, 1999 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 paid 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, 1999 are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. On March 3, 1999 there were 6,597,335 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.

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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................ 63 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.................. 60 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........... 51 1995 Partner with Foley & Lardner, a law firm in Milwaukee,
Wisconsin, since 1980; currently Chairman of the Business Law
Department of Foley & Lardner; currently a director of The
Vollrath Company, Inc., Park Bank, and Windway Capital Corp.
Philip Wm. Colburn............... 70 1995 Chairman of the Board of Allen Telecom 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. and Earl Scheib, Inc.(1)(2)
Paul R. Lederer.................. 59 1995 Currently a director of R&B Inc. and a member of the advisory
boards of Richco Inc. and Turtle Wax, Inc.; prior to
retirement in October 1998, 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.(1)
</TABLE>

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(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. 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 2000 Annual Meeting of Stockholders that are
submitted prior to the end of 1999 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

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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, 1998, the Board of Directors of the
Company held five meetings, the Compensation Committee held four 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.

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 Committee 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
entitled to a grant of 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. 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 Board of Directors unanimously
determined not to accept the automatic option grant due in April 1998.

The Company maintains a Matching Gift Program for the benefit of the
directors of the Company. Pursuant to the Matching Gift Program, in 1998, 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.

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.

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EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Management Compensation and Nominating Committee (the 'Compensation
Committee') is comprised of two independent non-employee directors. As members
of the Compensation 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 in part of persons
who were previously involved in the businesses of the Company prior to the
spin-off, the Compensation 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 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
Compensation 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:

To attract and retain the most highly qualified management and
employee team.

To pay competitively compared to similar automotive companies.

To encourage superior employee performance by aligning rewards with
stockholder interests, especially through the use of tangible
performance targets.

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.

To strive for fairness in administration by emphasizing performance
related contributions as the basis of pay decisions.

To implement these policies, the Compensation 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 Compensation 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
Compensation Committee has determined that base salary for 1998 for the
Company's Chief Executive Officer and for the other executive officers was
generally at the competitive industry average.

Annual Incentive Plan. The Compensation 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 Compensation 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 Compensation 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

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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 Compensation Committee believes that the use of restricted stock and
stock options as the basis for long-term incentive compensation meets the
Compensation 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 Compensation
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 Compensation 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).

1998 Compensation for the Chief Executive Officer

In 1998, 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 also received an annual performance bonus
pursuant to the Annual Incentive Plan in 1998 in the amount of $170,600, based
upon achieving certain goals set by the Compensation Committee. Mr. McHale did
not receive any additional grants of stock options or restricted stock in 1998,
as the Compensation Committee believes that the significant stock option and
restricted stock grants previously made to Mr. McHale in accordance with the
terms of his employment agreement are sufficient to align his interests with
those of the stockholders.

Summary

The Compensation 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 Compensation 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

PHILIP WM. COLBURN
PAUL R. LEDERER

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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 to those persons who were (i) the
Chief Executive Officer, (ii) the other four most highly compensated executive
officers of the Company at the end of 1998 and (iii) one former executive
officer 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 during 1996, 1997 and 1998.

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 ......................... 1998 $ 375,000 $170,600 $ 50,324(b) $ 0 0 $9,729
President and Chief Executive Officer 1997 375,000 0 59,699(b) 75,175(c) 50,700 8,714
1996 332,679 301,750 (d) 0 75,000 7,837
Michael T. Hooper(e) .................... 1998 158,462 48,000 (d) 20,150(f) 13,700 4,246
President, Crown Divisions 1997 150,000 120,000 (d) 21,700(c) 14,300 3,110
1996 35,961 0 (d) 13,000(g) 10,600 672
John F. Della Ventura(h) ................ 1998 138,462 46,200 (d) 17,050(f) 11,400 4,417
President, G&O Division 1997 -- -- -- -- -- --
1996 -- -- -- -- -- --
Timothy E. Coyne(i) ..................... 1998 133,749 58,200 (d) 0 20,000 4,733
Vice President, Treasurer, Secretary 1997 125,000 0 (d) 9,300(c) 6,000 4,037
and Chief Financial Officer 1996 26,442 0 (d) 5,688(g) 4,400 0
Jeffrey L. Jackson ...................... 1998 126,880 35,100 (d) 0 0 3,513
Vice President - Human Resources 1997 126,320 0(c) (d) 11,625(c) 7,800 4,464
1996 119,600 58,650(c) (d) 12,945(g) 11,500 3,587
John C. Martin, III(j) .................. 1998 147,281 58,100 (d) 0 0 31,809(k)
Former Vice President, Treasurer, 1997 174,000 0 (d) 24,800(e) 16,600 5,224
Secretary and Chief Financial Officer 1996 164,000 111,520 (d) 27,690(g) 24,600 3,759
</TABLE>

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(a) All Other Compensation includes for 1996, 1997 and 1998, respectively, (i)
contributions made by each Named Executive Officer's employer under its
defined contribution plan in the following amounts: Mr. McHale -- $5,373,
$6,035 and $6,346; Mr. Hooper -- $0, $923 and $675; Mr. Della
Ventura -- $0, $0 and $1,038; Mr. Coyne -- $0, $2,019 and $2,675; Mr.
Jackson -- $2,841, $3,688 and $2,538; and Mr. Martin -- $1,200, $2,679 and
$1,200; and (ii) insurance premiums paid by the Company in 1996, 1997 and
1998 for the benefit of the Named Executive Officers in the following
amounts: Mr. McHale -- $2,464, $2,679 and $3,383; Mr. Hooper -- $672,
$2,187 and $3,571; Mr. Della Ventura -- $0, $0 and $3,379; Mr. Coyne -- $0,
$2,018 and $2,058; Mr. Jackson -- $746, $776 and $975; Mr.
Martin -- $2,559, $2,545 and 3,840.

(b) Other Annual Compensation for Mr. McHale in 1997 and 1998, respectively,
includes (i) personal travel reimbursements in the amount of $18,666 and
$16,462, (ii) reimbursed housing expenses in the amount of $18,000 and
$13,000, and (iii) company car payments in the amount of $17,761 and
$16,862.

(c) Represents the value of 9,700 shares, 2,800 shares, 1,500 shares, 1,200
shares and 3,200 shares of restricted TransPro common stock issued to
Messrs. McHale, Hooper, Coyne, Jackson and Martin, respectively, which vest
on April 25, 2001. Dollar values reflect the value of TransPro common stock
on the date of award. At December 31, 1998, Messrs. McHale, Hooper, Coyne,
Jackson and Martin held an aggregate of 9,700, 7,000, 1,900, 3,226 and
3,200 shares, respectively, of restricted TransPro common stock which had
an aggregate value (calculated by multiplying such amounts by $4.875, the
closing price of TransPro common stock on December 31, 1998) of $47,288,
$34,125, $9,263, $15,727 and $15,600, respectively. Dividends are paid on
restricted stock at the same rate as unrestricted TransPro common stock.

(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 indicated Named
Executive Officer.

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

(f) Represents the value of 2,600 shares and 2,200 shares of restricted
TransPro common stock issued to Messrs. Hooper and Della Ventura,
respectively, which vest on April 29, 2002. Dollar values reflect the value
of TransPro common stock on the date of award. At December 31, 1998, Mr.
Della Venutra held an aggregate of

(footnotes continued on next page)

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(footnotes continued from previous page)
2,200 shares of restricted TransPro common stock which had an aggregate
value (calculated by multiplying such amounts by $4.875, the closing price
of TransPro common stock on December 31, 1998) of $10,725.

(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 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) Mr. Della Ventura joined the Company in February 1998.

(i) Mr. Coyne joined the Company in October 1996.

(j) Mr. Martin resigned from the Company in October 1998.

(k) Includes severance payments in the amount of $26,769 paid to Mr. Martin.

The following table sets forth the grants of stock options made by the
Company during the year ended December 31, 1998 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....................... 0 -- -- -- --
Michael T. Hooper..................... 13,700 12.2% $ 7.75 May 1, 2008 $ 49,309
John F. Della Ventura................. 11,400 10.2 7.75 May 1, 2008 41,030
Timothy E. Coyne...................... 20,000 17.8 5.875 December 5, 2008 50,718
Jeffrey L. Jackson.................... 0 -- -- -- --
John C. Martin, III................... 0 -- -- -- --
</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 112,100 shares of Common Stock were issued
by the Company to employees in fiscal 1998.

(c) Present value calculated using the Black Scholes model assuming 4.89%
interest rate (the rate of treasury securities with a maturity date closest
to the expected life of the options) and 48.768% 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, 1998. No options to purchase the Company's Common Stock
were exercised in 1998 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.......................................... 75,000 100,700 $ 0 $ 0
Michael T. Hooper........................................ 5,300 33,300 0 0
John F. Della Ventura.................................... 0 11,400 -- 0
Timothy E. Coyne......................................... 2,200 28,200 0 0
Jeffrey L. Jackson....................................... 5,750 13,550 0 0
John C. Martin, III...................................... 48,300 0 0 --
</TABLE>

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

(a) Computed based upon the difference between the closing price of the
Company's Common Stock on December 31, 1998 ($4.875) and the exercise
price.

<PAGE>

<PAGE>
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. Hooper, Della Ventura 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 1998 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) 15 20 25 30 35
- ------------- ------- -------- -------- -------- --------

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

(a) Years of credited service under the Retirement Plan for Messrs. Martin,
Della Ventura and Hooper are 19, 9 and 2, respectively. Mr. Martin resigned
from the Company on October 6, 1998.

(b) The current final average earnings for Messrs. Martin, Hooper and Della
Ventura during 1998 were $154,000, $153,075, and $97,725 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

<PAGE>

<PAGE>
(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 $7,083, $13,725 and $20,217, respectively.

EMPLOYMENT, TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS

Each of Messrs. McHale and Martin (the 'Senior Executive Officers') 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. Mr. McHale's
agreement was extended until December 31, 1999. Mr. Martin resigned from the
Company effective November 6, 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

<PAGE>

<PAGE>
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. No stock option or restricted stock grants were made to Messrs
McHale or Martin in 1998. 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. McHale's employment agreement was amended effective October 1, 1998 to
provide that at all times after October 15, 1998, during the term of the
employment agreement, Mr. McHale shall have his principal residence in
Connecticut within a 45 mile radius of the Company's New Haven, Connecticut
headquarters. In order to induce Mr. McHale to amend his employment agreement,
the Company agreed to reimburse Mr. McHale's temporary housing costs in an
amount not to exceed $18,000 and further agreed to reimburse Mr. McHale for the
reasonable costs of relocation from Florida to Connecticut, consisting of: (i)
the costs of two trips from Florida to Connecticut by Mr. McHale's spouse to
search for a home in Connecticut, (ii) moving costs, and (iii) reasonable and
customary closing costs related to the purchase of a new home in Connecticut
(excluding any prepaid mortgage interest or 'points'). The foregoing cost
reimbursements shall not include any closing costs or ancillary costs (i.e.
brokerage fees) related to the sale of Mr. McHale's previous home.

Mr. Martin's employment agreement also provided for the payment of
severance benefits if the Company terminated 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 terminated 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 would 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 would
continue during the period of severance payments. Severance payments in excess
of the base amount of six months' salary would 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
would be discontinued if, following the Company's termination of his employment
other than for 'good reason,' Mr. Martin engaged in competition with the Company
or engaged in conduct injurious to the Company. Mr. Martin resigned from the
Company effective November 6, 1998. In lieu of any payments due to Mr. Martin
pursuant to his employment agreement, the Company agreed

<PAGE>

<PAGE>
to make certain payments and provided other consideration to Mr. Martin as
described below. See ' -- Severance Payments.'

Severance Agreements

Messrs. Hooper, Della Ventura, Coyne and Jackson entered into severance
agreements with the Company. Pursuant to their respective severance agreements,
if either Mr. Hooper, Mr. Della Ventura, Mr. Coyne or Mr. Jackson 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 entered into a Settlement and Release Agreement with Mr. Martin
pursuant to which the Company agreed to pay Mr. Martin (i) six months of
severance pay at the rate of $14,500 per month and (ii) up to an additional
twelve months of severance pay at the same rate, subject to reduction if Mr.
Martin is employed or provides consulting services during the twelve-month
period. The Company also agreed to pay for certain outplacement services and
agreed to pay Mr. Martin $58,100, consisting of a percentage of his 1998 bonus
amount. In addition, for as long as Mr. Martin is receiving severance payments,
the Company will continue to provide Mr. Martin with the health and welfare
benefits provided during his tenure with the Company. During 1998, the Company
made severance payments to Mr. Martin in the amount of $26,769.

GDI Long-Term Incentive Plan

Allen and Handy & Harman, the former owners of GDI, instituted a Long-Term
Incentive Plan for certain key executives of GDI, including Mr. Jackson, 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. Mr. Jackson was entitled to receive an award of $168,479. The awards under
the plan were paid in three equal payments on April 1 of 1996, 1997 and 1998.
Mr. Jackson received payments of $56,160 in April 1996 and April 1997 and
received the remaining payment of $56,159 in April 1998. Pursuant to the
Contribution Agreement with Allen, the Company agreed to assume responsibility
for all payments due under the plan. No further amounts are payable pursuant to
the plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Compensation Committee currently consists of two non-employee
directors -- Messrs. Colburn and Lederer. Mr. Abraham was a member of the
Compensation Committee during 1998, but resigned from the Compensation Committee
in February 1999. Pursuant to the Directors Plan, Messrs. Abraham, Colburn and
Lederer were each entitled to be granted options to purchase 1,500 shares of
Common Stock in April 1998, although the Board of Directors determined not to
accept such grants due in April 1998. See 'Proposal No. 1 -- Compensation of
Directors.'

The Company has from time to time retained the law firm of Foley & Lardner
to perform legal services on its behalf. Payments made by the Company to Foley &
Lardner in 1998 were less than $60,000. William J. Abraham, a member of the
Compensation Committee in 1998, is a partner with Foley & Lardner.

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.

<PAGE>

<PAGE>
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 1998 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 10/95-12/98
VS NYSE MARKET VALUE INDEX
AND SIC -- MOTOR VEHICLE PARTS AND ACCESSORIES INDEX

[GRAPHIC]

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 12/98
---- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
TRANSPRO...................................................... $100 $ 90.43 $ 79.71 $ 80.34 $ 44.95
NYSE MARKET VALUE INDEX....................................... $100 $105.48 $127.06 $167.15 $198.90
SIC INDEX..................................................... $100 $ 98.17 $121.12 $156.47 $155.93
</TABLE>

<PAGE>

<PAGE>
STOCK OWNERSHIP

PRINCIPAL STOCKHOLDERS

The following tables set forth information as of March 3, 1999 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. ........................................................ 791,750(a) 12.0%
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

Franklin Advisory Services, Inc. ........................................... 600,000(d) 9.1%
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
One Parker Plaza, 16th Floor
Fort Lee, New Jersey 07024

</TABLE>

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

(a) This figure is based on information set forth in a Schedule 13D Amendment
No. 9 dated May 8, 1998 filed with the SEC. GAMCO Investors, Inc. ('GAMCO')
holds sole voting and dispositive power over 426,750 shares of Common
Stock. Gabelli Funds, Inc. holds sole voting and dispositive power over an
aggregate of 345,000 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 chief investment
officer of GPP.

(b) This figure is based on information set forth in a Schedule 13G Amendment
No. 3 dated February 1, 1999 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. 3 filed with the SEC on February 2, 1999. The State of Wisconsin
Investment Board has sole voting and dispositive power over all of the
indicated shares.

(d) This figure is based on information set forth in a Schedule 13G dated
February 3, 1999 filed with the SEC. Franklin Advisory Services, Inc.
('FASI') holds sole voting and dispository power over all of the indicated
shares. Franklin Resources, Inc. ('FRI') is the parent company of FASI and
Charles B. Johnson and Rupert H. Johnson, Jr. each own in excess of 10% of
the common stock of FRI.

DIRECTORS AND OFFICERS

The following table sets forth information as of March 3, 1999, 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

<PAGE>

<PAGE>
the trustee under Company's 401(k) Savings Plan is as of December 31, 1998 (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............................................................ 46,500(a) *
Henry P. McHale.............................................................. 146,538(b) 2.2%
William J. Abraham, Jr. ..................................................... 31,875(c)(d) *
Philip Wm. Colburn........................................................... 31,063(c) *
Paul R. Lederer.............................................................. 8,625(c)(e) *
Sharon M. Oster.............................................................. 6,625(c) *
F. Alan Smith................................................................ 5,625(c) *
Timothy E. Coyne............................................................. 7,262(f) *
John F. Della Ventura........................................................ 2,387(g) *
Michael T. Hooper............................................................ 19,542(h) *
Jeffrey L. Jackson........................................................... 29,224(i) *
John C. Martin, III.......................................................... 34,785(j) *
All directors and executive officers as a group (11 persons)................. 335,266(k) 4.9%
</TABLE>

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

* Less than 1%

(a) Includes 11,500 shares issuable upon exercise of options exercisable within
60 days. Also includes 28,000 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, 17,738 shares held by the trustee under the
TransPro, Inc. 401(k) Savings Plan and 119,100 shares issuable upon exercise
of options exercisable within 60 days.

(d) Includes 10,000 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, 162 shares held by the trustee under the
TransPro, Inc. 401(k) Savings Plan and 5,200 shares issuable upon exercise
of options exercisable within 60 days.

(g) Consists of 2,200 restricted shares of Common Stock awarded under the
Company's 1995 Stock Plan and 187 shares held by the trustee under the
TransPro, Inc. 401(k) Savings Plan.

(h) Consists of 7,000 restricted shares of Common Stock awarded under the
Company's 1995 Stock Plan, 92 shares held by the trustee under the TransPro,
Inc. 401(k) Savings Plan and 12,450 shares issuable upon exercise of options
exercisable within 60 days.

(i) Consists of 3,226 restricted shares of Common Stock awarded under the
Company's 1995 Stock Plan, 13,473 shares held by the trustee under the
TransPro, Inc. 401(k) Savings Plan and 12,525 shares issuable upon exercise
of options exercisable within 60 days.

(j) Includes 5,598 shares held by the trustee under the TransPro, Inc. 401(k)
Savings Plan.

(k) Consists of 90,688 shares owned by or on behalf of directors and executive
officers; 31,652 shares held on behalf of certain executive officers by the
trustee under the TransPro, Inc. 401(k) Savings Plan; 24,026 restricted
shares of Common Stock awarded under the Company's 1995 Stock Plan and
188,900 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 PricewaterhouseCoopers LLP as the
Company's independent auditors for the year ending December 31, 1999, and has
further directed that management submit the selection of independent auditors
for ratification by stockholders at the Annual Meeting. PricewaterhouseCoopers
LLP and its predecessor 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 PricewaterhouseCoopers LLP 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.

<PAGE>

<PAGE>
Stockholder ratification of the selection of PricewaterhouseCoopers LLP as
the Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of
PricewaterhouseCoopers LLP 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

RELATIONSHIP WITH ALLEN

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.

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

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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.

OTHER

The Company has from time to time retained the law firm of Foley & Lardner
to perform legal services on its behalf. Payments made by the Company to Foley &
Lardner in 1998 were less than $60,000. William J. Abraham, a director of the
Company, is a partner with Foley & Lardner.

STOCKHOLDER PROPOSALS

All stockholder proposals which are intended to be presented at the 2000
Annual Meeting of Stockholders of the Company must be received by the Company no
later than November 30, 1999 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 1998 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

TIMOTHY E. COYNE
Secretary

Dated: March 29, 1999

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APPENDIX A

TRANSPRO, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 28, 1999

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,
1999, at the Annual Meeting of Stockholders to be held at 11:00 a.m. on
Wednesday, April 28, 1999, at The St. Regis Hotel, 2 East 55th 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 PricewaterhouseCoopers LLP 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:_________________________

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