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SCHEDULE 14A 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 [_]
Filed by a Party other than the Registrant [X]
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
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TCC Industries, Inc.
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(Name of Registrant as Specified In Its Charter)
Walter A. DeRoeck and Robert Thomajan
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(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:
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(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:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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TCC INDUSTRIES
SHAREHOLDERS COMMITTEE
1301 CAPITOL OF TEXAS HIGHWAY SOUTH
SUITE B125
AUSTIN, TEXAS 78746
May 2, 1997
Dear Fellow Shareholder:
We are writing to inform you that a leading independent advisory firm,
Institutional Shareholder Services, Inc. (ISS), has prepared a detailed analysis
of the current situation at TCC and HAS RECOMMENDED THAT TCC INDUSTRIES
SHAREHOLDERS VOTE THE COMMITTEE'S GOLD CARD TO ELECT OUR TWO NOMINEES.
Based in Bethesda Maryland, ISS advises their clients, institutional investors
such as banks, pension funds and money managers, on issues presented for
shareholder approval.
Since ISS is experienced in making these types of reviews and recommendations,
we thought their analysis might be of benefit to you in reaching your decision.
A copy of the ISS report is included.
The ISS report, starting on page 11, says, "ISS believes that adequate time has
passed for TCC's current management to improve shareholder value. Over the past
five years, the company has effected a number of strategic decisions, all of
which have failed to improve the company's performance..."
The report continues, "We therefore conclude that a board shakeup is needed.
Although the Committee will only control two out of six board seats, we believe
it has relevant experience to contribute to the company's business operations.
Their nominees' election will serve to put pressure on the board to act on
shareholders' behalf..."
ISS concludes, "We advise shareholders to complete the dissident GOLD proxy
card, voting FOR the dissident nominees..."
We hope you will take a few minutes to read the ISS report and vote the GOLD
card.
If you are a registered holder, we have included a photocopy of a GOLD card
which you can fax back to us at (512) 329-5565. If you are a "street name"
holder, only your brokerage firm or custodial bank can vote your shares. Please
contact the person responsible for your account today and request to vote a GOLD
proxy. If you have questions or need another card, please contact MacKenzie
Partners, Inc. toll-free at (800) 322-2885.
We thank you for taking an interest in this election and appreciate your support
of the Committee and its goals--your vote will determine the outcome.
Walter A. DeRoeck Robert Thomajan
<PAGE>
INSTITUTIONAL
SHAREHOLDER
[LOGO APPEARS HERE] SERVICES(SM)
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Proxy Contest: TCC INDUSTRIES, INC.
TEL (NYSE)
Annual Meeting: May 7, 1997
Record Date: March 12, 1997
Security ID: 872254107 (CUSIP)
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MEETING AGENDA
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Item Code Management Proposals (WHITE Card) Mgt. Rec. ISS Rec.
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[ ]1 M0201 Elect Directors For WITHHOLD
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[ ]2 M0101 Ratify Auditors For FOR
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Item Code Dissident Proposals (GOLD Card) Dis. Rec. ISS REC.
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[ ]1 M0225 Elect Directors (Opposition Slate) For FOR
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[ ]2 M0101 Ratify Auditors For FOR
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*If you wish to follow ISS's revised vote recommendation, use the dissident
GOLD proxy card to vote FOR the dissident nominees and FOR the reappointment
of the auditors. A later dated GOLD proxy card will supersede any earlier
vote on management's WHITE proxy card. Discard management's WHITE proxy card.
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TCC Industries, Inc. . April 29, 1997 (C)1997, Institutional Shareholder Services
KELLY CREAN, SENIOR ANALYST Phone: 301/718-2255
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INSTITUTIONAL
SHAREHOLDER
SERVICES PAGE 2
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FINANCIAL SUMMARY
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INCOME STATEMENT SUMMARY ($ in millions except per share data)
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1994 1995 1996 ACG*
---- ---- ---- ---
Revenue $23.06 $19.27 $20.00 -6.9%
Net Income -0.08 -0.09 -1.54 346.6%
EPS (Primary) -0.03 -0.03 -0.56 332.0%
Dividends per share NA NA NA NMF
Calendar year-end stock price $2.62 $2.00 $1.50**
Dividends paid since:NA
___________________________
*Annual Compound Growth
**Current Price (as of April 29, 1997)
Fiscal Year Ended: December 31
Source: Company Annual Report
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PERFORMANCE SUMMARY
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1-Year 3-Year 5-Year
------ ------ ------
Total shareholder returns, company -18.8% -16.1% 21.1%
Total shareholder returns, index 20.3% 16.7% 12.2%
Total shareholder returns, peer group 14.8% 11.9% 13.8%
___________________________
Source: Company Proxy Statement
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BUSINESS: Designs, manufactures, and sells conveying and processing systems
and souvenir novelty and gift items
ACCOUNTANTS: Coopers & Lybrand LLP
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TCC Industries, Inc. . April 29, 1997 (C)1997, Institutional Shareholder Services
KELLY CREAN, SENIOR ANALYST Phone: 301/718-2255
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INSTITUTIONAL
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CORPORATE GOVERNANCE PROFILE
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GOVERNANCE PROVISIONS
================================================================================
Blank check preferred stock (Charter)
Poison pill with sunset provision greater than two years (Adopted:
April 23, 1991)
Board vacancies may only be filled by remaining directors
================================================================================
GOVERNANCE MILESTONES
================================================================================
Declassification of board
================================================================================
SEVERANCE AGREEMENTS
================================================================================
Golden parachute executive severance agreements triggered by a change in control
Change-in-control provisions in executive stock option or other compensation
plans
================================================================================
STATE STATUTES: Texas
================================================================================
None
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TCC Industries, Inc. . April 29, 1997 (C)1997, Institutional Shareholder Services
KELLY CREAN, SENIOR ANALYST Phone: 301/718-2255
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INSTITUTIONAL
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DIRECTOR PROFILES
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Name Classification Term Dir. No
Ends Since Stock
================================================================================
MANAGEMENT NOMINEES
William E. Callahan IO 1998 1980
Ed R. L. Wroe, Jr. IO 1998 1960
DISSIDENT NOMINEES
Walter A. DeRoeck NA
Robert Thomajan NA
CONTINUING DIRECTORS
Frank W. Denius/1/ I 1998 1993
J. Patrick Kaine IO 1999 1995
W. Grogan Lord/2/ AO 1998 1958
Lawrence W. Schumann I 1999 1985
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Classified board: No CEO as chairman: Yes
Current nominees: 2 Former CEO on board: Yes
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TCC Industries, Inc. . April 29, 1997 (C)1997, Institutional Shareholder Services
KELLY CREAN, SENIOR ANALYST Phone: 301/718-2255
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COMPOSITION OF COMMITTEES
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Audit Type Compensation Type Nominating Type
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William E. Callahan IO William E. Callahan IO
Frank W. Denius I Frank W. Denius I
J. Patrick Kaine IO J. Patrick Kaine IO
W. Grogan Lord AO Ed R.L. Wroe, Jr. IO
Ed R.L. Wroe, Jr. IO
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Committee Name Assigned by Company:
Audit: Audit Committee
Compensation: Compensation Committee
Nominating: None
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TCC Industries, Inc. . April 29, 1997 (C)1997, Institutional Shareholder Services
KELLY CREAN, SENIOR ANALYST Phone: 301/718-2255
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CAPITAL STRUCTURE
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Capital Structure
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Type of Shares Votes Authorized Shares
per Shares Outstanding
Share
Common Stock 1.00 10,000,000 2,762,115
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Ownership Information
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Beneficial Owner Total Voting Power
Officers & Directors 10.60%
Institutions 14.37%
__________________
Sources: Proxy Statement, CDA Investment Technologies
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Subsequent to the release of our original analysis for TCC Industries,
Inc., dated April 11, 1997, a dissident shareholder group, the TCC
Industries Shareholders Committee, is soliciting proxies proposing its own
slate of two directors for this annual meeting. The Committee's board
nominees are Walter DeRoeck and Robert Thomajan. As of March 12, 1997, the
dissident group held a 8.9-percent stake in TCC, but pledged to continue
buying shares on the open market. In conducting its revised analysis, ISS
held discussions with Mr. Thomajan and TCC CEO and Chairman Lawrence
Schumann.
BACKGROUND INFORMATION
TCC is composed of two major operating units: the MEYER group, which
designs and manufactures specialized bulk material conveying and processing
equipment; and Allen-Lewis Manufacturing, Co., which designs and
distributes souvenir and novelty gift items. In 1993, the company sold its
wholly owned subsidiary, Comfort Supply, Inc., the exclusive distributor of
Rheem air conditioning and heating equipment for a substantial portion of
Texas and parts of Louisiana and Mexico. During 1992, Comfort accounted for
$36.6 million of the company's $64 million in revenues.
MANAGEMENT PROFILE
Mr. Schumann has been the company's chairman and CEO since September 1992.
He has been employed by the company since December 1979 and was named COO
in April 1986 and president in May 1988. Mr. Schumann replaced Thomas
Gaubert as chairman and CEO in 1992. Mr. Gaubert resigned his position with
the company after being arrested on
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TCC Industries, Inc. . April 29, 1997 (C)1997, Institutional Shareholder Services
KELLY CREAN, SENIOR ANALYST Phone: 301/718-2255
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federal thrift-fraud charges. Mr. Gaubert had been chairman since March 1985
and CEO since April 1986. Grogan Lord, a current director, had served as
chairman of the company since its inception and as president and CEO from
April 1984 to April 1986.
The full board currently comprises two insiders, one affiliated outsider,
and three independent outsiders. The Audit Committee comprises one insider,
one affiliated outsider, and three independent outsiders. The Compensation
Committee comprises one insider and three independent outsiders. There is no
standing nominating committee.
Four of the company's current directors have served on the board for a
continuous period of at least 11 years, with a fifth (Frank Denius)
appointed in May 1993 after previous service as a director from 1958 to
1985. The average length of service on the company's board for each current
member is 21 years (including Mr. Denius's prior service) with the median
level of service at 27 years. All of the company current directors are over
the age of 71, excluding Mr. Schumann, with an average age of 75.2 years.
Larry Marek, president of the company's Allen subsidiary, had served on the
board from 1988 until 1993, when the size of the board was reduced to five
members from seven members.
1993 TRANSACTIONS
During late 1992, TCC began working with Rauscher Pierce Refsnes, Inc., the
company's investment banking firm, on assessing and developing financial
strategies to increase shareholder value. As a result, the company effected
a number of strategic alternatives aimed at strengthening the financial
position of the company. On May 25, 1993, the company completed the sale of
Comfort Supply for $4.02 million in cash. The sale resulted in a net gain
of approximately $939,000. Prior to its sale, the company reported revenues
from Comfort of $11.8 million during 1993.
On May 28, 1993, the company and a group of its officers and directors
purchased all of the outstanding shares of common stock (1,020,619 shares,
or 28 percent of the company's then-outstanding shares) held by the River
View Trust. The trust, formerly known as the Barbara Gaubert Trust, was
established for the ex-wife and children of Mr. Gaubert. The company
purchased 867,619 shares, while the remaining 153,000 shares were purchased
by a limited partnership controlled by Messrs. Schumann, Marek, and William
Callahan, a director of the company. The shares were purchased for $2.94,
which represented a 17-percent discount from the "book value" but an 18-
percent premium over the stock's trading price. As a result of the
repurchase, the company's stock price soared to a 52-week high of $4.75 on
June 4, 1994.
Previously, WMG Industries, Inc., a company owned by Michael Gilley, had
informed TCC that it had acquired an option to purchase all of the shares
held by the River View Trust. As a condition of exercising the option, Mr.
Gilley had requested that the board appoint
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TCC Industries, Inc. . April 29, 1997 (C)1997, Institutional Shareholder Services
KELLY CREAN, SENIOR ANALYST Phone: 301/718-2255
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himself and two other individuals to be named by him to the board of TCC.
The option expired unexercised, and TCC began negotiations with the Trust
to purchase the shares.
Furthermore, the company conducted an additional share repurchase program
during the latter part of 1993 and early 1994 whereby the company offered
to purchase all (but not less than all) of the shares held by individual
investors who owned less than 100 shares of common stock.
Proxy Contest
The TCC Shareholders Committee has launched the proxy contest in an effort
to gain two of the six seats on the company's board. The dissidents protest
the company's deteriorating financial performance, faltering share price,
and lack of strategic direction. In early March 1997, the dissident group
offered to terminate the proxy contest if TCC and management agreed to: i)
appoint two individuals nominated by the Committee to the board (such
individual did not have to include Messrs. DeRoeck and Thomajan); ii)
appoint four nonvoting "advisory directors" to the company's board, with
such directors receiving no compensation from the company; iii) repeal the
company's classified board structure and provide for the immediate election
of all board members; and iv) remove Mr. Schumann from his positions.
In response to the dissident's demands, the TCC board voted to phase out
the company's classified board structure. The company also offered to
increase the size of the board by one seat and appoint Mr. DeRoeck to the
company's board. Based on the level of ownership of the dissident group,
the one board seat (representing 14 percent of the board composition) would
be in excess of the dissident group's ownership position of 8.9 percent.
However, the board determined not to remove Mr. Schumann from office or
appoint the four advisory members to the company's board.
The Committee rejected management's counter-offer, noting that the one seat
offered by the board would provide no assurance that their concerns would
be heard. The dissident director would need an additional voice of support
to "second" any motion of business. Furthermore, the dissidents noted that
the company would not provide assurance that their director would be
renominated in subsequent years. Therefore, the seat could have been a one-
year appeasement as opposed to a viable commitment to listen to the
dissident's concerns. In lieu of reaching a compromise, the dissidents
determined to continue their efforts to gain two seats to the company's
board via a proxy solicitation.
Dissidents' Position
The dissidents claim that the company has had "an appalling record of
performance under the leadership of the current board of directors and its
management." The Committee
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KELLY CREAN, SENIOR ANALYST Phone: 301/718-2255
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indicates that the revenues, net income, net income from operations, and
overall financial condition of the company have been steadily decreasing
over the past seven years, particularly over the last three years. This has
resulted in increasing net losses in each of the last three years, a
deterioration of the company's market capital, and a significant reduction
in the company's stock price. Concurrently, the company's revenues have
decreased by 26.5 percent since 1990, with a decrease in six of the last
seven years. The Committee also notes that assets and shareholder equity
positions have also decreased significantly over the past seven years.
These operational difficulties have adversely impacted the company's stock
price, as the current trading price of $1.50 is well below the estimated
book value of $4.17 per share. The Committee asserts that while the book
value, cash position, and working capital positions appear favorable, all
three measures have decreased over the past three years. The Committee also
claims that the company's stock price was floundering until the dissident
members began purchasing shares on the open market.
The Committee has also expressed concerns over the company's lack of
strategic focus. The Committee notes that over the past five years, the
company has implemented various strategic directions, all of which failed
to increase shareholder value. Particularly, the dissidents cite the
company's waffling of strategic direction between focusing on internal
growth, seeking the acquisition of other related businesses, implementing
new marketing strategies, and cutting administrative and operating costs.
Concurrent with these programs, the Committee notes that TCC attributes
some of its difficulties to a softening market for the company's products
and services. It counters, however, that there are companies operating in
the same industries as TCC which have not experienced such drastic
reductions in performance and have performed well in their industries.
The Committee believes that the efforts of TCC's current board and
management have been inadequate and that management has not been focusing
on the issues of the company. According to the dissidents, the board is
"quite elderly" and many directors have continued to serve on the board
despite the company's deteriorating financial position. The dissident group
believes that there needs to be "fresh air and light" interjected into the
boardroom and that the board should address the issue of why the company is
losing money.
The dissident group further criticizes the board's compensation practices.
Specifically, the Committee notes that in January 1997, the company amended
Mr. Schumann's and Mr. Marek's employment agreements to double the size of
their severance packages in the event of their termination of employment
following a change in control. The Committee claims that during 1996, TCC
contributed $121,000 to the profit-sharing plans of its management while
the company recorded a net loss. Based on these practices, the dissidents
believe that management and the board are too intent on protecting their
own interests.
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TCC Industries, Inc. . April 29, 1997 (C)1997, Institutional Shareholder Services
KELLY CREAN, SENIOR ANALYST Phone: 301/718-2255
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DISSIDENTS' PLATFORM
If elected to the board, the dissident will press TCC management and the
four other board members to take action to increase shareholder value. The
Committee intends to become responsive to shareholder concerns and
undertake a comprehensive review of the company's business and use of
capital. Mr. DeRoeck has indicated his interest in purchasing up to 25
percent of the company's outstanding shares and has stated that the company
should make prompt use of its net operating loss carry-forwards to gain tax
benefits that will allow the company to grow at a faster rate. Mr. DeRoeck
has urged the company to place a greater amount of executive compensation
at risk, with the risk rewarded upon the achievement of material
appreciation in the company's stock price and operating income.
The Committee remains committed to bringing in new directors and management
(including the replacement of Mr. Schumann). If it is successful in its bid
to gain control of two board seats and get management to refocus its
strategic efforts, the group will seek the additional two seats to be
available at the 1998 annual meeting. If the Committee is unsuccessful in
1997, it will renew its campaign in 1998.
MANAGEMENT'S POSITION
TCC management attributes the company's earnings shortfall over the past
three years to a softening market for the company's products. Management
notes that over the past three years, the company has taken steps to expand
the company's business through both internal measures and strategic
acquisitions. Specifically, the company has evaluated a number of potential
acquisition opportunities, but none have been compatible with current
operations. The company has continually expressed its intent to focus only
in areas where it has expertise and not to "just buy anything." In response
to the Comfort Supply divestiture, management asserts that it chose to
divest the subsidiary primarily due to the negative margins, limited
geographic focus of the subsidiary, and substantial overhead cost.
Management further states that the company has taken a number of steps to
increase shareholder value. For its MEYER group, the company has expanded
the operations from a national to an international base, with distribution
in many countries outside the United States. The company has been
developing, testing, and designing new products, focusing on new markets,
and venturing into new territories and industries. At its Allen-Lewis
subsidiary, management contends that the company has moved from a regional
to a national base, changed it executive management structure, and aligned
itself to become one of the dominant players in its industries. In
connection with these new strategic alternatives, the company has also
implemented a significant cost-reduction program. During 1995 and 1996,
expenses and overhead costs were reduced significantly while many
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duplicitous positions were eliminated. Although expenses for 1996 were higher
than in 1995, the company notes that it incurred a substantial cost in
connection with its increases sales and marketing efforts.
The company has an ongoing relationship with Rauscher Pierce Refsnes, Inc., an
investment banking firm. In June 1996, the company hired Rauscher to evaluate
various strategic alternatives to increase shareholder value. In light of the
company's inability to find a compatible business partner, TCC expanded the
search to include the evaluation of a material acquisition of or merger with
another company, the sale of all of part of the company, or a leveraged buyout
by management and/or new investors. The company notes that it remains
committed to distributing the cash proceeds to investors if both operating
units of the company are sold. Management believes that its current nominees
are the most qualified to direct the implementation of a viable strategic plan
while aggressively directing the company resources.
In response to the dissident's claims that the company is in poor financial
shape, management argues that the price of TCC stock has increased by 160
percent over the last five-year period--more than double the performance of
the S&P 500. Management believes the company is financially strong and notes
that TCC's current cash position, working capital, and book value is $0.99 per
share, $2.75 per share, and $4.17 per share, respectively. The company asserts
that it has very little debt compared to its net worth. Management also
contends that the dissident's measure of "income from continuing operation" is
not an accurate measure of company performance and that the company has earned
a profit of $3 million over the past seven years.
TCC management believes there are several dangers in putting the dissident
nominees on the board. Although they would form a minority of directors, the
two nominees could be disruptive to the company's pursuit of its strategic
alternatives. Management also questions the level of the Committee's
experience in comparison to the company-designated nominees. Mr. Schumann does
not believe that the age or length of service of the company's current
directors is a deterrent to stellar performance, but contends that the
experience and leadership of the company's nominees are advantageous to
shareholder interests. Finally, management claims that the dissident group is
not being forthright about its desire to gain control of the board so they
can sell off the company's current units and reinvest the proceeds. Mr.
Schumann notes that the dissidents have no real strategic plan for the company
other than to replace him.
CONCLUSION
ISS believes that adequate time has passed for TCC's current management to
improve shareholder value. Over the past five years, the company has effected
a number of strategic decisions, all of which have failed to improve the
company's performance. During
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TCC Industries, Inc. . April 29, 1997 (C)1997, Institutional Shareholder Services
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Mr. Schumann's tenure as CEO, the company's operations have continued to
falter with no significant improvements in sight. Furthermore, many of the
company's current directors have served on the board for an extended period of
time. TCC management defends the company's uninspired performance by its claim
of working on a five-year plan to improve operations via a number of strategic
alternatives.
ISS believes that the company's decision to retain an outside financial
advisor is appropriate. Shareholders should note that both the company and the
dissident group are committed to continuing to work with Rauscher to improve
the company's financial position. However, shareholders should also note that
Rauscher was retained in 1993 to provide similar assistance to the company.
Although the company's book value and cash position seem solid, a large
portion of this cash came from the elimination of assets and the divestiture
of TCC's largest operating subsidiary in 1993. Additionally, the market
continues to express skepticism over the company's operations, as the current
stock price is less than 36 percent of the estimated book value. In 1993, the
company's stock price was driven to a 52-week high of $4.75 as a result of the
company's repurchase of the River View Trust shares. Since that time, the
stock price has plummeted by more than 215 percent. Furthermore, the $1.5
million net loss for 1996 is equivalent to roughly 36 percent of the company's
current market value.
We therefore conclude that a board shakeup is needed. Although the Committee
will only control two out of six board seats, we believe it has relevant
expertise to contribute to the company's business operations. Their nominees'
election will serve to put pressure on the board to act on shareholders'
behalf. Due to their minority position on the board, the dissident group
cannot implement any strategic plan of action without receiving support from
at least one other current board member. Because the Committee owns 8.9
percent of the company's outstanding common stock, shareholders have some
assurance that its interests will be linked to increasing the value of the
company. Contrary to current management's beliefs, the dissident group has
stated that if the company's operating units are sold, shareholders will have
the opportunity to receive a cash distribution prior to the company purchasing
any unrelated business.
In view of the contested board, ISS is revising its original analysis and
recommending that shareholders amend their votes. We advise shareholders to
complete the dissident GOLD proxy card, voting FOR the dissident nominees and
FOR the reappointment of the auditors. A later dated GOLD proxy card will
supersede any earlier vote made on management's WHITE proxy card. For
shareholders who have not yet voted, discard management's WHITE proxy card and
complete the dissident GOLD proxy card.
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TCC Industries, Inc. . April 29, 1997 (C)1997, Institutional Shareholder Services
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MANAGEMENT PROPOSALS
[_] ITEM 1: ELECT DIRECTORS
This proposal seeks election of two directors to serve one-year terms.
Effective in 1997, the board amended the company bylaws to eliminate the
classified board structure. Beginning in 1997, the company will phase out
the staggered three-year terms for directors. Current directors will
continue to serve until the expiration of their term. Therefore, two of the
six directors will be standing for election in 1997, four of the six will be
standing for election in 1998, and all six directors will be standing for
reelection in 1999.
We recommend that shareholders use the dissident GOLD proxy card and vote
FOR the dissident slate.
[_] ITEM 2: RATIFY AUDITORS
We maintain our earlier recommendation that shareholders vote FOR the
auditors using the dissident GOLD card.
DISSIDENT PROPOSALS
[_] ITEM 1: ELECT DIRECTORS (OPPOSITION SLATE)
We recommend that shareholders vote FOR the dissident slate on the GOLD
proxy card.
[_] ITEM 2: RATIFY AUDITORS
We maintain our earlier recommendation that shareholders vote FOR the
auditors using the dissident GOLD card.
------------------------
TCC Industries, Inc.
816 Congress Avenue
Suite 1250
Austin, Texas 78701
(512) 320-0976
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TCC Industries, Inc. . April 29, 1997 (C)1997, Institutional Shareholder Services
KELLY CREAN, SENIOR ANALYST Phone: 301/718-2255
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INSTITUTIONAL
SHAREHOLDER
SERVICES PAGE 14
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COMPANY SOLICITOR: CORPORATE INVESTOR COMMUNICATIONS, INC. (201) 896-1900
SHAREHOLDER PROPOSAL DEADLINE: November 23, 1997
This proxy analysis has not been submitted to, or received approval from, the
Securities and Exchange Commission. While ISS exercised due care in compiling
this analysis, we make no warranty, express or implied, regarding the
accuracy, completeness, or usefulness of this information and assume no
liability with respect to the consequences of relying on this information for
investment or other purposes.
ENDNOTES
1. Mr. Denius is secretary of the company. Source: TCC Industries, Inc., 1997
Proxy Statement, p.7.
2. Mr. Lord served as the company's chairman and CEO until 1986. Source: TCC
Industries, Inc., 1995 Proxy Statement.
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TCC Industries, Inc. . April 29, 1997 (C)1997, Institutional Shareholder Services
KELLY CREAN, SENIOR ANALYST Phone: 301/718-2255
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