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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 7, 1997
TCC INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-7399 74-1366626
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
816 CONGRESS AVENUE
SUITE 1250
AUSTIN, TEXAS 78701
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)
(512) 320-0976
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
On July 7, 1997, the Registrant issued the press release attached as
Exhibit 99.1 concerning the election on July 2, 1997 of Walter A. DeRoeck as
Chairman and interim Chief Executive Officer of Registrant, the contemporaneous
resignation of Lawrence W. Schumann as Chairman of the Board and Chief
Executive Officer and certain events scheduled to occur in the near future.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1. TCC Industries, Inc. Press Release dated July 7, 1997.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
TCC Industries, Inc.
(Registrant)
Date: July 14, 1997 By: /s/ WALTER A. DeROECK
-----------------------------------
Walter A. DeRoeck
Chairman of the Board
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1 TCC Industries, Inc. Press Release dated July 7, 1997.
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EXHIBIT 99.1
For:
TCC Industries, Inc.
816 Congress Avenue, Suite 1250
Austin, Texas 78701
Contact: Walter DeRoeck (512/320/0976)
FOR IMMEDIATE RELEASE
AUSTIN, Texas, July 7, 1997 -- TCC Industries, Inc. (NYSE: TEL) today
announced that Walter A. DeRoeck was elected Chairman and Interim Chief
Executive Officer of the Company, replacing Lawrence W. Schumann who resigned
those positions. Mr. Schumann will serve as a consultant to the Company during
a transition period. Mr. Schumann also agreed to resign as President and
director of the Company, as well as positions held by him with the Company's
subsidiaries. It is anticipated that these resignations will occur in
approximately two weeks. In addition, Robert Thomajan was elected to replace
Frank Denius who resigned his position as Secretary of the Company.
The Board 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.
Mr. DeRoeck said he was hopeful that the search would quickly result
in the identification of qualified candidates. He further indicated that he was
looking forward to working with the managers of the operating subsidiaries,
who, in his assessment are very competent and enthusiastic about the prospects
for their businesses.
Mr. Schumann also agreed to sell the shares of the Company's common
stock that he beneficially owns to Mr. DeRoeck and Mr. Thomajan for a price
equal to the average closing price for the Company's shares for the past
fifteen trading day period. The Board agreed to waive the provisions of the
Company's Shareholders' Rights Plan to allow for Mr. DeRoeck and Mr. Thomajan
to acquire up to twenty percent of the Company's outstanding shares in view of
their agreement to acquire Mr. Schumann's shares.
The operating companies of TCC Industries, Inc. design, manufacture
and sell conveying and processing systems for the food, pharmaceutical and
chemical industries (the MEYER Group); and design and distribute an extensive
line of souvenir, novelty and gift items for the travel, tourism and
entertainment industries (Allen-Lewis Manufacturing Company).
