<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
TCC Industries, Inc.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
872254-10-7
(CUSIP Number)
John Strickland
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
816 Congress Avenue, Suite 1900
Austin, Texas 78701 (512) 499-6200
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 14, 1997
- --------------------------------------------------------------------------------
(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 a 13 Page Report
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- -------------------- ---------------------------
CUSIP No.872254-10-7 13D Page 2 of 13 Pages
- -------------------- (Amendment No. 4) ---------------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person:
Walter A. DeRoeck
S.S. or I.R.S. Identification Nos. of Above Person:
###-##-####
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
Personal Funds (PF)
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States Citizen
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 254,900 shares of Common Stock, $1.00 par value
Beneficially ----------------------------------------------------------
Owned by 8 Shared Voting Power
Each None
Reporting ----------------------------------------------------------
Person 9 Sole Dispositive Power
With 254,900 shares of Common Stock, $1.00 par value
----------------------------------------------------------
10 Shared Dispositive Power
None
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
254,900 shares of Common Stock, $1.00 par value
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[x]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
9.23%
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14 Type of Reporting Person
Individual
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Page 2 of a 13 Page Report
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CUSIP No.872254-10-7 13D Page 3 of 13 Pages
- -------------------- (Amendment No. 4) ---------------------------
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1 Name of Reporting Person:
Robert Thomajan
S.S. or I.R.S. Identification Nos. of Above Person:
###-##-####
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
Personal Funds (PF)
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States Citizen
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 88,300 shares of Common Stock, $1.00 par value
Beneficially ----------------------------------------------------------
Owned by 8 Shared Voting Power
Each None
Reporting ----------------------------------------------------------
Person 9 Sole Dispositive Power
With 88,300 shares of Common Stock, $1.00 par value
----------------------------------------------------------
10 Shared Dispositive Power
None
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
88,300 shares of Common Stock, $1.00 par value
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[x]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
3.20%
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14 Type of Reporting Person
Individual
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Page 3 of a 13 Page Report
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- -------------------- ---------------------------
CUSIP No.872254-10-7 13D Page 4 of 13 Pages
- -------------------- (Amendment No. 4) ---------------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person:
Chamois Family Partnership, Ltd.
S.S. or I.R.S. Identification Nos. of Above Person:
Applied For
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
Personal Funds (PF)
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States Citizen
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 71,000 shares of Common Stock, $1.00 par value
Beneficially ----------------------------------------------------------
Owned by 8 Shared Voting Power
Each None
Reporting ----------------------------------------------------------
Person 9 Sole Dispositive Power
With 71,000 shares of Common Stock, $1.00 par value
----------------------------------------------------------
10 Shared Dispositive Power
None
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
71,000 shares of Common Stock, $1.00 par value
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[x]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
2.57%
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14 Type of Reporting Person
Partnership
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Page 4 of a 13 Page Report
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SCHEDULE 13D
(AMENDMENT NO. 4)
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.
This statement is also being filed by Chamois Family Partnership, Ltd.
("Partnership"), a Texas limited partnership. Mr. Thomajan serves as the sole
general partner of the Partnership. The Partnership, the address of which is
2900 Westlake Cove, Austin, Texas 78746, was formed on behalf of Mr. Thomajan
on July 11, 1997, for the purpose of acquiring and holding assets for the
benefit of Mr. Thomajan and members of Mr. Thomajan's family.
The Partnership has not been convicted in a criminal proceeding during the
last five years.
The Partnership has not 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
Page 5 of a 13 Page Report
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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.
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 $612,727.50 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.
The shares of Common Stock acquired by the Partnership have been purchased for
an aggregate cash consideration, excluding brokerage commissions and other
charges, of $160,460 utilizing funds contributed to the Partnership by Mr.
Thomajan. It is anticipated that future purchases by the Partnership, if any,
will be funded from funds and other sources, including borrowing, if necessary
or desirable, made available by Mr. Thomajan.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
Mr. DeRoeck, Mr. Thomajan and the Partnership 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, Mr. Thomajan and the Partnership 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.
Page 6 of a 13 Page Report
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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 254,900 shares 9.23%
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%
The aggregate number of shares of Common Stock beneficially owned by the
Partnership and the percentage which those shares are of the total outstanding
shares of Common Stock are as follows:
Chamois Family Partnership, Ltd. 71,000 shares 2.57%
As described in detail in response to Item 6, below, Mr. DeRoeck, Mr.
Thomajan and the Partnership 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 Mr.
DeRoeck, Mr. Thomajan or the Partnership.
(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.
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.
As the sole general partner of the Partnership, 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 the Partnership's 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. On July 14, 1997, Mr. DeRoeck concluded the purchase of
71,000 shares of Common Stock, at a purchase price (excluding brokerage
commissions and other charges) of $2.26 per share. Such shares were
Page 7 of a 13 Page Report
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purchased from Lawrence W. Schumann in a privately negotiated transaction. Mr.
Schumann previously served as the President and Chief Executive Officer and as a
director of the Company.
A description of the transactions involving the Common Stock that were
effected by Mr. Thomajan through May 23, 1997 was set forth in Amendment No. 2
to Schedule 13D, dated February 6, 1997, and Amendment No. 3 to Schedule 13D,
dated May 23, 1997, filed on behalf of Mr. Thomajan. Mr. Thomajan has not
engaged in any transactions involving the Common Stock since May 23, 1997.
On July 14, 1997, the Partnership concluded the purchase of 71,000 shares of
Common Stock, at a purchase price (excluding brokerage commissions and other
charges) of $2.26 per share. Such shares were purchased from Lawrence W.
Schumann in a privately negotiated transaction.
(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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF THE ISSUER
---------------------------
Mr. DeRoeck, Mr. Thomajan and the Partnership have 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, dated July 22,
1997, Mr. DeRoeck, Mr. Thomajan and the Partnership 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, Mr. Thomajan and the
Partnership 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 Mr. DeRoeck, Mr.
Thomajan or the Partnership.
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;
Page 8 of a 13 Page Report
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(iii) advised TCC that Mr. DeRoeck 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 (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 TCC.
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.
Page 9 of a 13 Page Report
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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, Corporate 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:
NOMINEE FOR WITHHELD
- ------- --- --------
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
FOR AGAINST ABSTAIN
--- ------- -------
Approval of Appointment of
Coopers & Lybrand L.L.P. 1,453,089 15,544 399,533
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.
On July 2, 1997, Mr. DeRoeck was elected Chairman and Interim Chief Executive
Officer of the Company, replacing Lawrence W. Schumann who resigned from those
positions. In addition, Mr. Thomajan was elected Secretary of the Company. On
July 11, 1997, Mr. Schumann also resigned as the President and as a director of
the Company, and from positions held by Mr. Schumann with the Company's
subsidiaries.
On July 2, 1997, the Board of Directors of the Company also approved a
resolution to expand the size of the board by two seats and to add an advisory
director to the board. The board appointed a nominating committee to conduct a
search for a permanent Chief Executive Officer and for directors to fill the
vacancies to be created by Mr. Schumann's resignation and the expansion of the
board.
Page 10 of a 13 Page Report
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On July 14, 1997, Mr. Schumann concluded the sale of all of the shares of
Common Stock that he beneficially owned to Mr. DeRoeck and the Partnership for
$2.26 a share (exclusive of brokerage commissions and other charges). Mr.
Thomajan serves as the sole general partner of the Partnership.
With the exception of the Joint Filing Agreement described above, there is no
written agreement among Mr. DeRoeck, Mr. Thomajan and the Partnership relative
to the Common Stock. However, Mr. DeRoeck, Mr. Thomajan and the Partnership have
agreed that:
(a) Messrs. DeRoeck and Thomajan 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 disposition of, the shares of Common Stock owned by Mr.
Thomajan or the Partnership. Consequently, Mr. DeRoeck disclaims any beneficial
interest in such shares of Common Stock.
Neither Mr. Thomajan nor the Partnership has any power to vote or direct the
voting of, or any power to dispose of or direct the disposition of, the shares
of Common Stock owned by Mr. DeRoeck. Consequently, Mr. Thomajan and the
Partnership disclaim any beneficial interest in such shares of Common Stock.
Similarly, the Partnership disclaims any beneficial interest in the shares of
Common Stock owned by Mr. Thomajan.
As the sole general partner of the Partnership, 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 owned by the Partnership.
Mr. Thomajan has executed a General Power of Attorney in favor of Mr. DeRoeck
in order that Mr. DeRoeck may transact business on behalf of Mr. Thomajan while
he is traveling outside of the United States. The foregoing General Power of
Attorney expires on August 31, 1997. A copy of that General Power of Attorney is
attached hereto as Exhibit 2.
Page 11 of a 13 Page Report
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Except as set forth above, Mr. DeRoeck, Mr. Thomajan and the Partnership
disclaim the existence of any group, in which any 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 proxy
solicitor for Mr. DeRoeck and Mr. Thomajan in connection with the Proxy
Solicitation, none of Mr. DeRoeck, Mr. Thomajan or the Partnership 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. 4 to Schedule 13D.
(1) Joint Filing Agreement, dated as of July 22, 1997, among Walter A.
DeRoeck, Robert Thomajan and Chamois Family Partnership, Ltd.
(2) General Power of Attorney, dated July 11, 1997, executed by Robert
Thomajan in favor of Walter A. DeRoeck.
*(3) Proxy Statement of Messrs. DeRoeck and Thomajan filed as a
preliminary proxy statement under cover of Schedule 14A.
*(4) Letter to shareholders of TCC Industries, Inc., dated March 28, 1997,
filed as definitive additional materials under cover of Schedule 14A.
*(5) Letter to shareholders of TCC Industries, Inc., dated April 19, 1997,
filed as definitive additional materials under cover of Schedule 14A.
*(6) Proxy Statement, dated April 19, 1997, and accompanying form of proxy
filed as a definitive proxy statement under cover of Schedule 14A.
*(7) Letter to shareholders of TCC Industries, Inc., dated April 24, 1997,
filed as definitive additional materials under cover of Schedule 14A.
*(8) Letter to shareholders of TCC Industries, Inc., dated April 29, 1997,
filed as definitive additional materials under cover of Schedule 14A.
Page 12 of a 13 Page Report
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*(9) Letter to shareholders of TCC Industries, Inc., dated May 2, 1997,
filed as definitive additional materials under cover of Schedule 14A.
*(10) Statement from the TCC Shareholders Committee, released May 7, 1997,
filed as definitive additional materials under cover of Schedule 14A.
*(11) Current Report on Form 8-K, dated July 7, 1997, and the accompanying
Exhibit thereto, filed by TCC Industries, Inc.
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: July 22, 1997.
/s/ Walter A. DeRoeck
---------------------------------
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: July 22, 1997.
Robert Thomajan
By: /s/ Walter A. DeRoeck
---------------------------------
Walter A. DeRoeck,
Attorney-in-Fact
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: July 22, 1997
Chamois Family Partnership, Ltd.
By: Robert Thomajan, General Partner
By: /s/ Walter A. DeRoeck
-------------------------------
Walter A. DeRoeck,
Attorney-in-Fact
Page 13 of a 13 Page Report
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EXHIBIT 99.1
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 parties to this Agreement to file on its behalf any and all amendments to
such statement.
Dated as of July 22, 1997
/s/ Walter A. DeRoeck
--------------------------------
Walter A. DeRoeck
Robert Thomajan
By: /s/ Walter A. DeRoeck
-----------------------------
Walter A. DeRoeck,
Attorney-in-Fact
Chamois Family Partnership, Ltd.
By: Robert Thomajan,
General Partner
By: /s/ Walter A. DeRoeck
--------------------------
Walter A. DeRoeck,
Attorney-in-Fact
<PAGE>
EXHIBIT 99.2
EXHIBIT 2
---------
GENERAL POWER OF ATTORNEY
Know All Persons by This Document: That I, Robert Thomajan, a legal
resident of Austin, County of Travis, State of Texas, as of this date and by
this document do nominate, constitute, and appoint, with full power of
substitution, Walter A. DeRoeck, of Austin, Travis County, Texas, my true and
lawful attorney-in-fact, to act in, manage, and conduct all of my affairs, and
for that purpose for me and in my name, place and stead, and for my use and
benefit, and as my act and deed, to do and execute, or to concur with persons
jointly interested with me in the doing or executing of every act, deed, or
thing I could do or execute, including every act, deed, or thing that I could do
or execute in my capacity as the General Partner of Chamois Family Partnership,
Ltd., a Texas limited partnership, including, without limitation, all or any of
the following acts, deeds, and things:
CONVEYING AND ENCUMBERING PROPERTY
To buy, receive, lease, accept, or otherwise acquire; to sell, convey,
mortgage, hypothecate, pledge, quitclaim, or otherwise encumber or dispose of;
or to contract or agree for the acquisition, disposal, or encumbrance of,
property of any kind wherever it is located, be it real, personal, or mixed, or
any custody, possession, interest, or right in it or pertaining to it, upon any
terms which my attorney-in-fact shall think proper as conclusively evidenced by
this action.
COLLECTING REVENUES AND PAYING DEBTS
To make, do, and transact every kind of business of whatever kind or
nature, including the receipt, recovery, collection, payment, compromise,
settlement, and adjustment of all accounts, legacies, bequests, interests,
dividends, annuities, income, rents, claims, demands, actions, causes of action,
debts, taxes, and obligations, which may now or in the future be due, owing, or
payable by me or to me.
EXECUTING INSTRUMENTS
To make, endorse, guarantee, accept, receive, sign, seal, execute,
acknowledge, and deliver applications for employment, deeds, assignments, bills
of sale, agreements, certificates, hypothecations, checks, notes, mortgages,
bonds, vouchers, receipts, releases, and such other applications or instruments
in writing of whatever kind or nature, as may be necessary, convenient, or
proper in the premises.
MANAGING ACCOUNTS
To make deposits or investments in or withdrawals from, any account,
holding, or interest which I may now or in the future have, or be entitled to,
in any banking, trust, or investment institution, including postal savings
depository offices, credit unions, savings and loan associations, and similar
institutions; to exercise any right, option, or privilege pertaining to it or
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them; and to open or establish accounts, holdings, or interests of whatever kind
or nature, with any of these institutions, in my name or in the name of my
attorney-in-fact or in our names jointly, either with or without right of
survivorship.
GIVING AND GRANTING to this attorney-in-fact full power and authority to do
and perform every act, deed, matter and thing whatever in and about my estate,
property, and affairs, including, without limitation, full power and authority
to do and perform every act, deed, matter and thing whatsoever in my capacity as
the General Partner of Chamois Family Partnership, Ltd., A Texas limited
partnership, as fully as I might or could do if personally present, the above
especially enumerated powers being in aid and exemplification of the full,
complete, and general power granted in this document, and not in limitation or
definition of those powers; and by this document ratifying all that my attorney-
in-fact shall lawfully do or cause to be done.
This power of attorney is irrevocable and shall remain in full force and
effect through the close of business of August 31, 1997 and shall not terminate
on my disability or incompetence.
And I declare by this instrument that any act or thing lawfully done under
it by my attorney-in-fact shall be binding on myself and my heirs, legal and
personal representatives, and assigns. This power of attorney may be filed for
record in any appropriate public office.
IN CONFIRMATION OF THIS DOCUMENT I sign my name this 11th day of July,
1997.
/s/ ROBERT THOMAJAN
-------------------------------
Robert Thomajan
ACKNOWLEDGMENT
STATE OF TEXAS )
COUNTY OF TRAVIS )
This instrument was acknowledged before me on July 11, 1997, by Robert
Thomajan.
/s/ KERRI RENCH
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NOTARY PUBLIC, State of Texas
- ----------------------------------------------- /s/ KERRI RENCH
|[SEAL OF NOTARY KERRI RENCH | -------------------------------
| PUBLIC OF THE Notary Public,State of Texas| Printed Name of Notary
| STATE OF TEXAS My Commission Expires |
| APPEARS HERE ] MAY 14, 1998 | My commission expires:
- -----------------------------------------------
5-14-98
-------------------------------
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