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SCHEDULE 14A
(RULE 14a-101)
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))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TCC INDUSTRIES, INC.
(Name of Registrant as Specified in its Charter)
TCC INDUSTRIES, INC.
(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)(4) 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:
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(4) Date Filed:
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AN IMPORTANT MESSAGE
FROM THE CHAIRMAN OF
TCC INDUSTRIES, INC.
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April 4, 1997
Dear Fellow Shareholders:
The enclosed proxy statement is being sent to you by the Board of Directors
of your Company in advance of the May 7, 1997 Annual Meeting of Shareholders. We
invite you to attend. Please refer to the enclosed formal notice and proxy
statement for more detailed information.
THIS YEAR'S MEETING WILL BE ESPECIALLY IMPORTANT IN DEFINING THE FUTURE OF YOUR
INVESTMENT IN TCC INDUSTRIES, INC.
In June 1996, the Board of Directors retained an investment banking firm to
advise the Board on various strategic alternatives to increase shareholder
value. In February 1997, after monitoring developments at the Company's
subsidiaries and in the market, the investment banking firm was authorized to
evaluate additional strategic alternatives including the acquisition of, or a
merger with, another company or the sale of all or part of your Company or a
leveraged buyout by management or new investors. IN THE EVENT OF A SALE OF BOTH
OF ITS BUSINESSES, IT IS THE INTENT OF THE BOARD TO DISTRIBUTE THE PROCEEDS TO
YOU THE SHAREHOLDERS.
Remember, together the Board of Directors (only one of whom is employed by
the Company) owns a total of 223,624 shares. We all share a common interest with
you -- to see TCC Industries' stock price go up!
BEWARE
You may have recently received a letter and a preliminary proxy statement
from two people, Mr. DeRoeck and Mr. Thomajan, who refer to themselves as the
TCC Industries Shareholders Committee. THE PRELIMINARY PROXY STATEMENT SENT TO
YOU BY THESE MEN HAD NOT BEEN REVIEWED BY THE SECURITIES AND EXCHANGE COMMISSION
AND CONTAINS INACCURATE AND MISLEADING INFORMATION. For example, the chart on
page 9 of their "red herring" proxy statement portrays a cumulative loss for the
Company of some $3.0 million over the past seven years, when in fact, THE
COMPANY ACTUALLY RECORDED NET INCOME OF $3.0 MILLION OVER THAT PERIOD. This is a
$6.0 million dollar mistake by people who claim to have "substantial financial
experience." We are mailing our definitive proxy statement to you only after the
required review by the SEC.
Mr. DeRoeck and Mr. Thomajan want you to believe that they are more
qualified than the current Board members. Let's compare their qualifications to
those of the current Board.
The Company's two nominees, Mr. Callahan and Mr. Wroe each have much more
extensive and relevant experience than either Mr. DeRoeck or Mr. Thomajan. MR.
CALLAHAN has held the position of Vice Chairman of International Harvester
(currently known as Navistar), a multi-billion dollar international manufacturer
of truck and farm equipment. He has served on the board of several other New
York Stock Exchange listed companies, including Sun Electric Corporation and
Kysor Industrial Corporation. MR. WROE has spent 46 years in the financial
industry, including the positions of President and then Chairman of American
National Bank over a period of 14 years.
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The other independent directors on the Board who are not up for election at
the meeting are Mr. Lord, Mr. Denius and Mr. Kaine. MR. LORD founded the Company
and served as chairman until 1985. He is currently the Senior Chairman of First
Texas Bancorp and serves on the board of Frozen Food Express, a public company.
He also served as the Chairman of the Texas Securities Commission. MR. DENIUS
practices law and his business experience includes the positions of past
Chairman of both Southern Union Company and Aztec Oil and Gas Company, two New
York Stock Exchange listed companies. MR. KAINE held a number of positions,
including Vice Chairman, at International Harvester (currently known as
Navistar). He serves on the board of NYSE listed AGCO Corporation.
In contrast, MR. THOMAJAN lists no experience as an officer or director of
a public corporation. A large portion of MR. DEROECK'S business experience is
comprised of his tenure at Union Bank and as board member of NorAm Energy. Union
Bank was controlled by his father-in-law, the same man who vacated the seat on
NorAm's board that he now occupies.
WE ARE ASKING YOU TO VOTE FOR THE BOARD'S NOMINEES BY SIGNING AND DATING THE
WHITE PROXY CARD, AND RETURNING IT IN THE ENCLOSED POSTAGE PAID ENVELOPE. DO NOT
SEND BACK ANY GOLD PROXY CARD YOU RECEIVE FROM THE DISSIDENT GROUP, EVEN TO VOTE
AGAINST THEIR NOMINEES. YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW
SHARES YOU OWN. PLEASE VOTE THE WHITE PROXY CARD TODAY.
You can trust that the current Board of Directors will use its experience
to actively explore all opportunities that it believes will result in enhanced
shareholder value.
HOW IS TCC INDUSTRIES REALLY PERFORMING?
AS ILLUSTRATED IN OUR PROXY STATEMENT, THE PRICE OF TCC INDUSTRIES STOCK
HAS INCREASED 160% OVER THE FIVE YEAR PERIOD ENDED DECEMBER 31, 1996, MORE THAN
DOUBLE THE PERFORMANCE OF THE S&P 500! Despite this performance, the Board
believes that the stock market is still not recognizing the true value of the
Company. Consider that the closing price of the stock on December 31, 1996 was
$1.625, and on that same day, the Company had:
Cash of $2,723,000, or $0.99 per share
Working capital (current assets less current liabilities) of $7,879,000
or $2.85 per share
Book value of $4.17 per share
It is also important to note that TCC has very little debt relative to its
net worth. DESPITE WHAT MR. DEROECK AND MR. THOMAJAN WANT YOU TO BELIEVE, THE
COMPANY IS FINANCIALLY STRONG. The Board's strategy is focused on allowing all
shareholders to reap the rewards of the Company's strength.
The campaign being waged against your Company by this self appointed
committee of two is going to be costly to your Company -- not only in terms of
the money involved defending the Company, but also in diverting management's
focus at this very important time in implementing the strategic plan initiated
by the Board.
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Consider the fact that Mr. DeRoeck and Mr. Thomajan only became
shareholders in your Company in August 1995 and October 1996, respectively, and
they only offer vague notions of their plans for your Company, as opposed to the
plans devised by your Board after considering a number of options and after
receiving the input of the Company's investment banking firm.
- The Board is concerned that MR. DEROECK AND MR. THOMAJAN ARE NOT BEING
FORTHRIGHT ABOUT THEIR DESIRE TO GAIN CONTROL OF THE BOARD SO THAT THEY
CAN SELL THE OPERATING UNITS OF THE COMPANY AND REINVEST THE PROCEEDS IN
SOME OTHER MANNER (AS YET UNSPECIFIED).
- It appears that Mr. Thomajan spent several years as a trusted aide
facilitating the business activities of Marc Rich, who was identified in
Forbes(1) magazine as "America's most wanted white collar fugitive,"
having fled the United States to avoid prosecution for, among other
things, tax evasion and trading with the Iranian enemy during the trading
embargo.
(1) Forbes, October 18, 1993
Are Mr. Thomajan and Mr. DeRoeck the kind of candidates you want directing
the future of your Company?
SEND A MESSAGE TO DEROECK AND THOMAJAN.
Do not return any GOLD proxy card you may receive from them, even to vote
against their nominees. Please vote only the WHITE PROXY CARD.
+ IF YOU HOLD YOUR SHARES THROUGH A BROKERAGE FIRM, your broker cannot
vote your shares unless he receives your specific instructions.
Please sign, date and return the WHITE PROXY CARD in the envelope
provided by your broker
+ IF YOU ARE SIGNING AS A CUSTODIAN, TRUSTEE, PARTNER, OFFICER,
EXECUTOR OR ATTORNEY, please write in such title next to your
signature.
Your attendance, if possible, and your vote, either by proxy or in person,
will be very much appreciated. Please vote today. It is important that you vote,
no matter how many or how few shares you own.
If you have any questions about how to vote your shares, please call our proxy
solicitor:
Corporate Investor Communications, Inc.
Toll Free at (800) 242-4410
Sincerely,
/s/ LAWRENCE W. SCHUMANN
Lawrence W. Schumann
Chairman of the Board
