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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): SEPTEMBER 3, 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 September 3, 1997, the Registrant issued the press release
attached as Exhibit 99.1 concerning the approval by its Board of Directors of a
proposal by management to form wholly-owned subsidiaries to engage in a broad
range of merchant and investment banking services and to build a national
consumer finance organization, in connection with which the Board adopted a
stock option plan. The press release also announced the prior resignations of
Messrs. Grogan Lord, Frank W. Denius and Patrick Kaine as directors of
Registrant. At its September 3 meeting, the Board also elected Robert D.
Starnes as a new director. Mr. Starnes lives in Austin, Texas where he is
engaged in the asset management and financial services businesses.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 TCC Industries, Inc. Press Release dated September 3,
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: September 8, 1997 By: /s/ ROBERT THOMAJAN
---------------------------------
Robert Thomajan
President
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1 TCC Industries, Inc. Press Release dated September 3, 1997.
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EXHIBIT 99.1
TCC Board Announces Entry Into Merchant Banking and Financial Services
AUSTIN, Texas, Sept. 3 / PR Newswire/ -- TCC Industries, Inc. (NYSE:
TEL) announced today that its Board has approved a proposal by management to
form wholly owned subsidiaries to engage in a broad range of merchant and
investment banking services and to build a national consumer finance
organization. The investment banking firm will focus on private placements,
mergers & acquisitions and advisory services while the consumer finance company
will engage in Federal Housing Authority Title I Loan Programs utilizing
mortgage backed securities. Financing for both operations has been committed
and the Company intends to commence operations immediately and to be fully
staffed within the next several weeks.
In connection with the Company's entry into these fields of business,
the Board adopted a Stock Option Plan and granted options thereunder to key
personnel of the Company and its newly formed subsidiaries. The options are
performanced based and can be exercised if consolidated earnings targets are
met or upon the occurrence of other conditions. The grant of options to
Messrs. DeRoeck and Thomajan will be subject to ratification by the
shareholders at a special meeting to be called for that purpose.
The Board also announced the earlier resignations of W. Grogan Lord,
age 82, Frank W. Denius, age 72 and J. Patrick Kaine, age 71. Each of the
above directors had served with the prior management of the Company. In July
of this year two of prior management's nominees were defeated in a proxy
contest led by Walter R. DeRoeck now Chairman of the Board and Robert Thomajan,
now President of the Company.
The existing operating companies of TCC Industries, Inc. design and
manufacture specialized bulk material 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).
/CONTACT: Walter A. DeRoeck or Robert Thomajan, both of TCC Industries,
512-320-0976
