SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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|_| Preliminary Proxy Statement
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TCC INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)
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April 30, 1997
Dear Fellow Shareholders:
By now you have received a number of mailings from the Board of TCC, as well as
the self-appointed "Shareholders Committee" who initiated this unfortunate and
costly proxy fight. In order to make an informed decision, we think you should
consider the following relevant facts that the "committee" chose not to address
in its most recent mailings to you:
FACT: Contrary to what the committee has been saying, TCC Industries is a
financially sound company. The Company recorded net income of $3
million over the past seven years.
FACT: The "committee" accuses TCC's management (Mr. Schumann) of receiving a
profit sharing contribution last year. The fact is, Mr. Schumann
received no benefit contributions of any kind.
FACT: The current Board of TCC has a plan and has taken steps designed to
improve shareholder value. As part of this plan, the Company has
retained an investment banking firm.
FACT: The "committee" waited until their definitive proxy material to
declare that they "have no definitive plans to implement any of those
strategies, plans or proposals" that are outlined in their materials.
Despite having no definitive plans, they ask you to support them based
primarily on criticism of management. (This is further evidence of the
lack any constructive contributions that this group would bring to
your Board.)
FACT: If you took the time to study the materials the "committee" has sent
you, you would notice a number of changes in what they have been
telling you, including the following:
In their first mailing, they made no mention of their intent to seek
control of TCC's Board at the 1998 Annual Meeting. Then, their proxy
statement clearly stated their intent to do so if they are unable to
"re-orient the directors." Now, they want you to believe that they
only seek "minority representation."
Their preliminary proxy material stated, as part of his qualifications
and business experience, that Mr. Thomajan served as "Executive
Director of and legal counsel to Richco" (with no reference to Marc
Rich). Now that the association with Marc Rich has been revealed by
us, they describe Mr. Thomajan only as "legal counsel" to Richco.
Despite their recent attempt to distance Robert Thomajan from Marc
Rich and Richco, they offer no justification for their judgment to
withhold this material information in the proxy statement they
originally sent to you.
FACT: Mr. Thomajan has never met, or even requested to meet, with the Board
or management, and has only been a shareholder of TCC since October
1996.
FACT: In an effort to avoid this costly and disruptive proxy contest, we
offered Mr. DeRoeck a seat on the Board, which he declined.
FACT: TCC Industries' stock price is up 160% over the five year period ended
December 31, 1996, and is up over 15% so far this year (based on the
closing price on April 29, 1997).
<PAGE>
We hope you are as concerned as we are by the "committee's" inconsistencies,
their lack of disclosure and the absence of any positive contribution to the
objective of enhancing shareholder value. By comparison, your Board remains
committed to the course of action laid out in its previous materials, including
defending against the "committee's" attack, because we believe, now more than
ever, that the election of our nominees, listed on the enclosed WHITE PROXY
CARD, is clearly in your best interest. Please sign, date and return the WHITE
PROXY CARD today
Please call me at (512) 320-0976 if you have any questions.
On behalf of your
Board of Directors
Lawrence W. Schumann
Chairman of the Board
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IMPORTANT
Your vote is important. No matter how many or how few shares of TCC Industries
you own, please vote FOR the Board's nominees by signing, dating and mailing the
enclosed WHITE PROXY CARD.
If you have already returned an opposition gold proxy card, you have every right
to change your vote by signing and returning the enclosed WHITE PROXY CARD. Only
your latest dated, properly executed card will count.
If you own your shares in the name of a brokerage firm, your broker cannot vote
such shares unless he receives your specific instructions. Please sign, date and
return the enclosed WHITE PROXY CARD in the postage-paid envelope that has been
provided.
IF YOU ARE SIGNING AS A CUSTODIAN, TRUSTEE, PARTNER, OFFICER, EXECUTOR OR
ATTORNEY, please write in such title next to your signature.
If you have any questions as to how to vote your shares, please call our proxy
solicitor:
Corporate Investor Communications, Inc.
Toll free: (800) 242-4410
Call collect: (201) 896-1900
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