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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
[X] Definitive Additional Materials
[ ] 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:
- --------------------------------------------------------------------------------
(4) Date Filed:
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[TCC INDUSTRIES, INC. LOGO]
Dear Fellow Shareholders:
You may have recently received material from two men calling themselves the
TCC Industries Shareholders Committee. The two members of this self-appointed
committee, Robert Thomajan and Walter DeRoeck, have nominated themselves to run
for election as directors of your Company.
WHO IS ROBERT THOMAJAN?
According to the October 18, 1993 issue of Forbes, Mr. Thomajan moved to
Switzerland in 1991 to become one of the top partners of a man named Marc Rich.
In the "committee's" PRELIMINARY proxy statement mailed to you initially, there
was no mention of Marc Rich. In their DEFINITIVE proxy statement recently mailed
to you, they reveal that Marc Rich was a substantial shareholder of Richco
Holdings, Ltd. Mr. Thomajan was Executive Director of Richco Holdings from 1990
to 1993. WHO IS MARC RICH? Mr. Rich, who Forbes described as "America's most
wanted white-collar fugitive," fled the U.S. to avoid prosecution for
racketeering, fraud, tax evasion and trading with the Iranian enemy. When Mr.
Thomajan came back to Texas in October 1993 after working for Richco Holdings,
Ltd. in Switzerland, he was asked by a reporter if he still worked for Mr. Rich
and responded "I'm not giving any information at all."(1) He is currently the
principal investment advisor to an offshore investment fund for non-U.S.
investors. Mr. Thomajan did not own any shares of TCC Industries prior to
October 1996 -- just six months ago.
(1) Austin American Statesman, October 17, 1993
WHO IS WALTER DEROECK?
A large portion of Mr. DeRoeck's business experience is comprised of his
tenure at Union Bank and as a 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 Mr. DeRoeck now occupies. As disclosed in the definitive proxy
statement (but not in the preliminary material), he initiated the idea for his
"social acquaintance" Mr. Thomajan to run as a director of TCC. Mr. DeRoeck
started acquiring shares of the Company in August 1995. Even though we offered
him a Board seat, which he declined, he insisted on pursuing this expensive
proxy contest. His estimated expenses for this proxy contest will cost him over
$0.80 for each of the shares he owns. The Board believes it is essential to
respond to Mr. DeRoeck's attack, resulting in expenses which will significantly
offset the expense reductions implemented at the corporate headquarters over the
last year.
WHY DID THESE TWO MEN NOT DISCLOSE THAT THEY INTEND TO SEEK CONTROL OF YOUR
COMPANY IF THEY DO NOT GET THEIR WAY?
In the preliminary material that was mailed to you by this committee of
two, they made no mention of any intent to seek control of TCC Industries. They
only mentioned that they wanted two board seats at the 1997 Shareholders
Meeting. The definitive material, which you will soon be receiving from this
"committee," clearly states their plan to seek control of the Board of Directors
of your Company at the 1998 meeting if they are elected and are unable to
"reorient the DIRECTORS of the Company." (In their preliminary material, they
only said they sought to "reorient the DIRECTION of the Company." (Emphasis
added.))
PLEASE SUPPORT YOUR BOARD OF DIRECTORS BY SIGNING, DATING AND MAILING THE WHITE
PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. DO NOT RETURN THE GOLD CARD
FROM THE DISSIDENTS EVEN TO VOTE AGAINST THEIR NOMINEES. HOWEVER IF YOU HAVE
ALREADY DONE SO, YOU CAN STILL SUPPORT OUR NOMINEES BY SIGNING AND DATING THE
WHITE PROXY CARD. ONLY YOUR LATEST DATED CARD COUNTS.
If you have any questions, please call our proxy solicitor:
CORPORATE INVESTOR COMMUNICATIONS, INC.
TOLL FREE AT (800) 242-4410
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TCC INDUSTRIES STOCK PRICE . . .
UP 160% IN 5 YEARS(2)
[CHART]
UP 23% SINCE THE BEGINNING OF THE YEAR(3)
[CHART]
MAKE THE RIGHT CHOICE -- VOTE THE WHITE PROXY CARD
(2) Based on closing prices for five year period ended December 31, 1996
(3) Based on closing price April 15, 1997
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WHAT ELSE DID THEY NOT TELL YOU?
The agenda that this self-appointed committee stated it may pursue in its
preliminary proxy statement contained some of the strategic alternatives that
your Board is already pursuing. HOWEVER, IN THEIR DEFINITIVE PROXY STATEMENT MR.
DEROECK AND MR. THOMAJAN NOW STATE THAT THEY "HAVE NO DEFINITIVE PLANS TO
IMPLEMENT ANY OF THOSE STRATEGIES, PLANS OR PROPOSALS. . ." THAT ARE OUTLINED IN
THEIR MATERIAL.
Apparently, the only definite objective they have is to propose that
Lawrence W. Schumann be fired as Chairman and Chief Executive Officer, even
though the Company is in the process of pursuing strategic alternatives,
including a possible transaction. However, they have offered no replacement for
Mr. Schumann. The Board (with Mr. Schumann not present) considered the
"committee's" proposal in March 1997 and determined that it is not in the best
interest of the Company.
In their preliminary proxy statement, the "committee" included a chart
incorrectly showing that the Company had net LOSSES of approximately $3 million
for the period 1990-1996. In fact, during this period, the Company had net
INCOME of approximately $3 million. They corrected this chart in their
definitive proxy statement.
In our April 4, 1997 letter to you, we stated our position that the
preliminary proxy statement sent to you by Messrs. DeRoeck and Thomajan
contained inaccurate and misleading information. We believe many of the changes
made to their proxy statement support this position. Both sides in this election
contest are responsible for the accuracy and completeness of their materials
soliciting your vote. Nothing in our materials should be read to imply that
review by the SEC constitutes a finding that the proxy materials are accurate or
complete or that the lack of a review by the SEC means that such materials are
inaccurate or incomplete.
WHAT ARE THE ISSUES?
Mr. DeRoeck and Mr. Thomajan claim that we will not focus on the issues in
this proxy contest. In speaking to many shareholders, we have found that the
background and true intentions of the individual nominees are indeed major
issues. The other major questions that we have found shareholders are focusing
on are:
WHAT IS THE FINANCIAL CONDITION OF TCC INDUSTRIES? Despite what the
opposition wants you to believe, TCC is financially well positioned. WE HAVE A
STRONG CASH POSITION, LITTLE DEBT AND A BOOK VALUE OF $4.17 PER SHARE AS OF
DECEMBER 31, 1996. TCC is a lean company and is implementing strategies to
increase revenues.
WHAT IS THE BOARD DOING? While your management team believes that TCC is
well positioned for the future, we do not expect you to continue to support the
Company unless we are pursuing all reasonable means to enhance the value of your
stock. This led us to hire an investment banking firm in June 1996 to evaluate
various strategies for enhancing shareholder value. In February 1997, this firm
was further authorized to assist management with additional strategic
alternatives, including the possible sale of all or part of your Company. IF WE
DO SELL THE ENTIRE COMPANY, THE BOARD IS COMMITTED TO DISTRIBUTE THE PROCEEDS TO
YOU. Mr. DeRoeck and Mr. Thomajan have made no such commitment.
WHAT IS THE EXPERIENCE OF THE CURRENT BOARD'S NOMINEES? THE COMPANY'S TWO
NOMINEES, MR. CALLAHAN AND MR. WROE, HAVE MUCH MORE EXPERIENCE DIRECTING PUBLIC
COMPANIES AND FINANCIAL INSTITUTIONS THAN THE DISSIDENTS. 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 boards 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 14
years as
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President and then Chairman of American National Bank, Austin, and has served on
the boards of numerous financial institutions.
When you look at the issues, THE CHOICE IS CLEAR. SUPPORT YOUR CURRENT
BOARD by marking, signing and returning the WHITE PROXY CARD in the enclosed
postage paid envelope. Time is running short. It is very important that you vote
today, no matter how many or how few shares you own.
Thank you for your continued support.
On behalf of your Board of
Directors,
/s/ LARRY SCHUMANN
Lawrence W. Schumann
Chairman of the Board
IMPORTANT
Your vote is important. No matter how many or how few shares of TCC
Industries you own, please vote FOR the Board's nominees by signing, dating and
mailing the enclosed WHITE PROXY CARD.
If you have already returned an opposition gold proxy card, you have every
right to change your vote by signing and returning the enclosed WHITE PROXY
CARD. Only your latest dated, properly executed card will count.
If you own your shares in the name of a brokerage firm, your broker cannot
vote such shares unless he receives your specific instructions. Please sign,
date and return the enclosed WHITE PROXY CARD in the postage-paid envelope that
has been provided.
If you have any questions as to how to vote your shares, please call our
proxy solicitor:
Corporate Investor Communications. Inc.
111 Commerce Road
Carlstadt, NJ 07072
Toll free: (800) 242-4410
Call collect: (201) 896-1900
