<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
TCC Industries, Inc.
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(Name of Issuer)
Common Stock, $1.00 Par Value
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(Title of Class of Securities)
872254-10-7
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(CUSIP Number)
John Strickland
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
816 Congress Avenue, Suite 1900
Austin, Texas 78701 (512) 499-6200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 23, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on Following Pages)
Page 1 of an 11 Page Report
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CUSIP No. 872254-10-7 13D Page 2 of 11 Pages
- ----------------------- ----- ------
(Amendment No. 3) ------------------------
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1 Name of Reporting Person:
Walter A. DeRock
S.S. or I.R.S. Identification Nos. of Above Person:
###-##-####
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2 Check the Appropriate Box if a Member of a Group (a)[x]
(b)[ ]
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3
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4 Source of Funds
Personal Funds (PF)
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
United States Citizen
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Number of 7 Sole Voting Power
Shares 183,900 shares of Common Stock, $1.00 par value
Beneficially 8 Shared Voting Power
Owned by None
Each 9 Sole Dispositive Power
Reporting 183,900 shares of Common Stock, $1.00 par value
Person 10 Shared Dispositive Power
With None
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
183,900 shares of Common Stock, $1.00 par value
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[x]
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13 Percent of Class Represented by Amount in Row (11)
6.67%
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14 Type of Reporting Person
Individual
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Page 2 of an 11 Page Report
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CUSIP No. 872254-10-7 13D Page 3 of 11 Pages
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(Amendment No. 3)
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1 NAME OF REPORTING PERSON
Robert Thomajan
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 Source of Funds
Personal Funds (PF)
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5 Check Box if Disclosure of Proceedings is Required Pursuant to
Item 2(d) or 2(e) [_]
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6 Citizenship or Place of Organization
United States Citizen
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NUMBER OF 7 Sole Voting Power
88,300 shares of Common Stock, $1.00 par value
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
None
OWNED BY
-----------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING 88,300 shares of Common Stock, $1.00 par value
PERSON -----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,300 shares of Common Stock, $1.00 par value
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.20%
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14 TYPE OF REPORTING PERSON
Individual
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Page 3 of an 11 Page Report
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Schedule 13D
(Amendment No. 3)
Item 1. Security and Issuer
-------------------
This statement relates to the common stock, $1.00 par value ("Common
Stock"), of TCC Industries, Inc. ("Company" or "TCC"), the principal executive
offices of which are located at Suite 1250, 816 Congress Avenue, Austin, Texas
78701.
Item 2. Identity and Background
-----------------------
This statement is being filed by the below-named natural persons:
(a) Walter A. DeRoeck and Robert Thomajan.
(b) Mr. DeRoeck's address is Suite B125, 1301 Capital of Texas Highway
South, Austin, Texas 78746. Mr. Thomajan's address is 2900 Westlake Cove,
Austin, Texas 78746.
(c) The present principal occupations of Mr. DeRoeck and Mr. Thomajan are
investments.
(d) Neither Mr. DeRoeck nor Mr. Thomajan has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) during the
last five years.
(e) Neither Mr. DeRoeck nor Mr. Thomajan has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction the
result of which proceeding was a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws
during the last five years.
(f) Mr. DeRoeck and Mr. Thomajan are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The shares of Common Stock acquired by Mr. DeRoeck have been purchased for
an aggregate cash consideration, including brokerage commissions and other
charges, of $452,267.50 utilizing personal funds. It is anticipated that future
purchases by Mr. DeRoeck, if any, will be funded from personal funds and other
sources, including borrowing, if necessary or desirable.
The shares of Common Stock acquired by Mr. Thomajan have been purchased for
an aggregate cash consideration, excluding brokerage commissions and other
charges, of $156,975 utilizing personal funds. It is anticipated that future
purchases by Mr. Thomajan, if any, will be funded from personal funds and other
sources, including borrowing, if necessary or desirable.
Page 4 of an 11 Page Report
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Item 4. Purpose of Transaction
----------------------
Mr. DeRoeck and Mr. Thomajan have each acquired the shares of Common Stock
described herein for investment purposes and may, depending upon market and
other conditions, make purchases of additional shares of Common Stock in the
open market or in privately negotiated transactions or otherwise, or dispose of
shares of Common Stock in the open market or in privately negotiated
transactions or otherwise.
Mr. DeRoeck and Mr. Thomajan are considering a variety of plans and
proposals with respect to the shares of Common Stock described herein, as
described in response to Item 6 below, that may relate to or may result in; (a)
the acquisition of additional securities of TCC, or the disposition of
securities of TCC; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving TCC or one or more of its subsidiaries;
(c) a sale or transfer of a material amount of assets of TCC or one or more of
its subsidiaries; (d) a change in the present Board of Directors or management
of TCC; (e) a material change in the present capitalization or dividend policy
of TCC; (f) other material changes in TCC's business or corporate structure;
(g) changes in TCC's charter or bylaws or other actions which may impede the
acquisition of control of TCC by any other person; (h) causing a class of
securities of TCC to be delisted from the New York Stock Exchange; (i) causing a
class of equity securities of TCC to become eligible for termination of
registration pursuant to Section 12(g) (4) of the Securities Exchange Act of
1934, as amended ("Act"); or (j) actions similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) The aggregate number of shares of Common Stock beneficially
owned by Mr. DeRoeck and the percentage which those shares are of the total
outstanding shares of Common Stock are as follows:
Walter A. DeRoeck 183,900 shares 6.67%
The aggregate number of shares of Common Stock beneficially owned by Mr.
Thomajan and the percentage which those shares are of the total outstanding
shares of Common Stock are as follows:
Robert Thomajan 88,300 shares 3.20%
As described in detail in response to Item 6, below, Mr. DeRoeck and Mr.
Thomajan may be regarded as a group and that group may be deemed to have
acquired beneficial ownership, for purposes of Sections 13(d) and 13(g) of the
Act, of all shares of Common Stock beneficially owned by either of Mr. DeRoeck
or Mr. Thomajan.
(b) Mr. DeRoeck has the sole power to vote or direct the vote of
and the sole power to dispose or direct the disposition of the shares of Common
Stock listed opposite his name above.
Page 5 of an 11 Page Report
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Mr. Thomajan has the sole power to vote or direct the vote of and the sole
power to dispose or direct the disposition of the shares of Common Stock listed
opposite his name above.
(c) A description of the transactions involving the Common Stock that
were effected by Mr. DeRoeck through February 6, 1997 was set forth in the
Schedule 13D, dated February 16, 1996, Amendment No. 1 to Schedule 13D, dated
March 27, 1996, and Amendment No. 2 to Schedule 13D, dated February 6, 1997,
filed on behalf of Mr. DeRoeck. Mr. DeRoeck has not engaged in any transactions
involving the Common Stock since February 6, 1997.
A description of the transactions involving the Common Stock that were
effected by Mr. Thomajan through February 6, 1997 was set forth in Amendment No.
2 to Schedule 13D, dated February 6, 1997, filed on behalf of Mr. Thomajan. Set
forth below is a description of all transactions involving the Common Stock that
have been effected by Mr. Thomajan since February 6, 1997.
<TABLE>
<CAPTION>
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PRICE PER
SHARE (EXCLUDING
NUMBER BROKERAGE
OF COMMISSIONS AND
DATE SHARES OTHER CHARGES) HOW AFFECTED
---- ------ -------------- -----------------------------------------
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<S> <C> <C> <C>
02/28/97 100 $1.875 Brokerage transactions in the open market
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03/12/97 5,000 $1.75 Brokerage transactions in the open market
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03/12/97 5,500 $1.875 Brokerage transactions in the open market
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03/14/97 3,500 $1.875 Brokerage transactions in the open market
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03/21/97 5,000 $1.50 Brokerage transactions in the open market
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03/24/97 900 $1.50 Brokerage transactions in the open market
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05/02/97 6,000 $2.00 Brokerage transactions in the open market
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05/07/97 2,000 $2.00 Brokerage transactions in the open market
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05/17/97 8,500 $2.00 Brokerage transactions in the open market
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05/19/97 1,000 $2.00 Brokerage transactions in the open market
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</TABLE>
The number of shares of Common Stock reported as owned by Mr. Thomajan in
such Amendment No. 2 to Schedule 13D was overstated by 1,700 shares. These
shares, which were reported as purchased on December 23, 1996, at a purchase
price (exclusive of brokerage commissions and other charges) of $1.625 per
share, or an aggregate purchase price $2,762.50, were also included in the
shares reported as purchased for the same price on December 19, 1996.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, any
of the shares of Common Stock set forth herein.
(e) Not applicable.
Page 6 of an 11 Page Report
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer
---------------------------
On January 31, 1997, Mr. DeRoeck and Mr. Thomajan orally agreed to act
together with respect to the Common Stock as and to the extent set forth below.
Moreover, pursuant to the terms of a Joint Filing Agreement, Mr. DeRoeck and Mr.
Thomajan have agreed to the joint filing of this Statement on Schedule 13D
(including any and all amendments) with respect to the shares of Common Stock.
A copy of that Joint Filing Agreement is attached hereto as Exhibit 1.
Consequently, Mr. DeRoeck and Mr. Thomajan may be regarded as a group and that
group may be deemed to have acquired beneficial ownership, for purposes of
Sections 13(d) and 13(g) of the Act, of all shares of Common Stock beneficially
owned by either of Mr. DeRoeck or Mr. Thomajan.
Previously, by letter addressed to the Secretary of TCC, dated November
22, 1996, Mr. DeRoeck:
(i) advised TCC that he was nominating himself and Mr. Thomajan for
election to the Board of Directors of TCC;
(ii) proposed a resolution ("Proposal") for presentation at the 1997
Annual Meeting of Shareholders of TCC, which resolution, if adopted by the
shareholders, would have resulted in the amendment and restatement of
Section 3.02 of the bylaws of TCC, with the effect of eliminating staggered
terms for directors elected after its approval;
(iii) advised TCC that Mr. DeBoeck intended to appear at the Annual
Meeting of Shareholders in person or by proxy to submit the Proposal to the
shareholders; and
(iv) notified TCC that he intended to solicit proxies ("Proxy
Solicitation") in support of his nominees for election to the Board of
Directors and the adoption of the Proposal.
The Company sought to omit the Proposal from its proxy materials on
various, primarily technical, grounds and requested that the staff of the
Securities and Exchange Commission ("Commission") recommend to the Commission
that no enforcement action be taken against the Company if the Proposal was so
omitted. Mr. DeRoeck filed a response urging that the Commission deny the
Company's request if the Proposal were omitted from the Company's proxy
statement. Following an exchange of correspondence, the staff of the Commission
notified the Company that the Commission did not believe that the Proposal, as
modified by Mr. DeRoeck, could be omitted from the Company's proxy materials.
In early March of this year, Mr. DeRoeck met with representatives of the
Company, at which time Mr. DeRoeck offered to terminate the Proxy Solicitation,
if management of the Company (i) would nominate for election to the Board of
Directors two persons to be selected, subject to management's approval, by Mr.
DeRoeck, (ii) would appoint up to four advisory (non-voting) directors to be
selected, subject to management's approval, by Mr. DeRoeck, and
Page 7 of an 11 Page Report
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(iii) would dismiss Lawrence W. Schumann as Chairman, President and Chief
Executive Officer of the Company.
In response, Mr. DeRoeck was advised that the Board of Directors was
prepared to add one position (for a total of seven directors) and to nominate
Mr. DeRoeck for election to the Board of Directors at the Annual Meeting to fill
the newly created position. However, the Board refused to consider the
replacement of Mr. Schumann.
In addition, Mr. DeRoeck was advised that the Board of Directors had
approved an amendment to the Company's bylaws, the effect of which was to
eliminate staggered terms for directors who are elected or appointed at or after
the Annual Meeting. If it had been submitted to and adopted by the shareholders
at the Annual Meeting, the Proposal, as modified in response to the Company's
comments, would have resulted in the elimination of staggered terms for all
directors elected or appointed after the Annual Meeting. The amendment adopted
by the Board of Directors has the effect of eliminating staggered terms for all
directors elected at the time of or after the Annual Meeting.
On April 19, 1997, Messrs. DeRoeck and Thomajan mailed their definitive
proxy statement and proxy card in connection with the Proxy Solicitation to
shareholders of TTC.
On May 7, 1997, the Annual Meeting of Shareholders of TCC was held in
Austin, Texas for the purpose of electing two members of the Board of Directors
of TCC and approving the appointment of Coopers & Lybrand L.L.P. as independent
auditors for TCC.
Following the collection of ballots and related proxies at that meeting,
Corporate Election Services, Inc., the independent inspector of election engaged
by TCC, advised those present at that meeting that it would provide preliminary
results with respect to the election of directors and the appointment of
independent auditors no later than May 19, 1997. On that basis, that meeting was
adjourned until May 23, 1997.
On May 12, 1997, Corporated Election Services, Inc. delivered its
preliminary tabulation of the votes cast at that meeting. At the request of the
management of TCC, a review of the independent inspector's preliminary
tabulation was conducted by representatives of management and representatives of
Messrs. DeRoeck and Thomajan. On May 19, 1997, following that review, Corporate
Election Services, Inc. certified the results of the election of directors and
the appointment of independent auditors as follows:
Page 8 of an 11 Page Report
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<TABLE>
<CAPTION>
Nominee For Withheld
------- --- --------
<S> <C> <C>
William E. Callahan 828,870 9,063
Ed R.L. Wroe, Jr. 828,720 9,013
Walter A. DeRoeck 1,024,190 6,242
Robert Thomajan 1,025,275 4,957
</TABLE>
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
Approval of Appointment of 1,453,089 15,544 399,533
Coopers & Lybrand L.L.P.
</TABLE>
On May 23, 1997, at the reconvened Annual Meeting of Shareholders,
management of the Company reported the final tabulation of the independent
inspector of election and announced the election of Messrs. DeRoeck and Thomajan
to the Board of Directors and the appointment of Coopers & Lybrand L.L.P. as
independent auditors.
With the exception of the Joint Filing Agreement described above, there is
no written agreement between Mr. DeRoeck and Mr. Thomajan relative to the Common
Stock. However, Mr. DeRoeck and Mr. Thomajan have agreed that:
(a) upon their election to the Board of Directors, they will seek to
identify, and then urge the Board of Directors of TCC to explore, a variety of
plans and proposals that, if adopted, would be designed to increase TCC's sales,
earnings and return on investment, all with the view to increasing shareholder
value; and
(b) all fees and expenses incurred in connection with the Proxy
Solicitation and any legal proceedings related thereto will be paid by Mr.
DeRoeck.
The plans and proposals referred to in clause (a) above may include, among
others: (i) a corporate transaction, such as a merger or reorganization; (ii) a
sale or transfer of a material amount of assets of TCC or one or more of its
subsidiaries; (iii) the acquisition of a material amount of assets in connection
with the expansion of TCC's existing lines of business or the development of new
lines of business; and (iv) other material changes in TCC's business or
corporate structure, including its management.
Mr. DeRoeck has no power to vote or direct the voting of, nor any power to
dispose of or direct the diposition of, the shares of Common Stock owned by Mr.
Thomajan. Consequently, Mr. DeRoeck disclaims any beneficial interest in such
shares of Common Stock.
Mr. Thomajan has no power to vote or direct the voting of, nor any power to
dispose of or direct the diposition of, the shares of Common Stock owned by Mr.
DeRoeck. Consequently, Mr. Thomajan disclaims any beneficial interest in such
shares of Common Stock.
Page 9 of an 11 Page Report
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Except as set forth above, Mr. DeRoeck and Mr. Thomajan disclaim the
existence of any group, in which either of them may be deemed to be a member,
relative to the ownership of any securities of TCC. Moreover, except as set
forth above and an arrangement with MacKenzie Partners, Inc. to act as their
proxy solicitor in connection with the Proxy Solicitation, neither Mr. DeRoeck
nor Mr. Thomajan has any contracts, arrangements, understandings, or
relationships (legal or otherwise) with any other person with respect to any
securities of TCC, including, but not limited to, transfer or voting of any
securities of TCC; finder's fees; joint ventures; loan or option arrangements;
puts or calls; guarantees of profits; divisions of profits or losses; or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
--------------------------------
An asterisk (*) indicates documents previously filed with the Commission
which are incorporated by reference into this Amendment No. 3 to Schedule 13D.
(1) Joint Filing Agreement, dated as of February 10, 1997, between
Walter A. DeRoeck and Robert Thomajan.
*(2) Proxy Statement of Messrs, DeRoeck and Thomajan filed as a
preliminary proxy statement under cover of Schedule 14A.
*(3) Letter to shareholders of TCC Industries, Inc., dated March 28,
1997, filed as definitive additional materials under cover of
Schedule 14A.
*(4) Letter to shareholders of TCC Industries, Inc., dated April 19,
1997, filed as definitive additional materials under cover of
Schedule 14A.
*(5) Proxy Statement, dated April 19, 1997, and accompanying form of
proxy filed as a definitive proxy statement under cover of
Schedule 14A.
*(6) Letter to shareholders of TCC Industries, Inc., dated April 24,
1997, filed as definitive additional materials under cover of
Schedule 14A.
*(7) Letter to shareholders of TCC Industries, Inc., dated April 29,
1997, filed as definitive additional materials under cover of
Schedule 14A.
*(8) Letter to shareholders of TCC Industries, Inc., dated May 2,
1997, filed as definitive additional materials under cover of
Schedule 14A.
*(9) Statement from the TCC Shareholders Committee, released May 7,
1997, filed as definitive additional materials under cover of
Schedule 14A.
Page 10 of an 11 Page Report
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 23, 1997.
Signature /s/ Walter A. DeRoeck
--------------------------
Name: Walter A. DeRoeck
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 23, 1997.
Signature /s/ Robert Thomajan
--------------------------
Name: Robert Thomajan
Page 11 of an 11 Page Report
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange
Act of 1934, the undersigned agree to the joint filing of a Statement on
Schedule 13D (including any and all amendments thereto) with respect to their
shares of common stock, par value $1.00 per share, of TCC Industries, Inc., and
further agree that this Joint Filing Agreement be included as an Exhibit
thereto. In addition, each party to this Agreement expressly authorizes the
other party to this Agreement to file on its behalf any and all amendments to
such statements.
Dated as of February 10, 1997
/s/ Walter A. DeRoeck
---------------------------
Walter A. DeRoeck
/s/ Robert Thomajan
---------------------------
Robert Thomajan
