<PAGE> 1
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))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TRANS-INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
TRANS-INDUSTRIES, INC.
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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/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
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(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):
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(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.
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/ / 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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<PAGE> 2
TRANS-INDUSTRIES, INC.
__________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
__________________
To the Stockholders of
TRANS-INDUSTRIES, INC.
Notice is hereby given that the Annual Meeting of Stockholders of
Trans-Industries, Inc. will be held at the Northfield Hilton, 5500 Crooks Rd.,
Troy, Michigan, on May 24, 1995 at 11:00 a.m., for the following purposes:
1. To elect four directors;
2. To ratify the appointment of Grant Thornton, LLP as
independent auditor for the Company for the fiscal
year ending December 31, 1995; and
3. To transact such other business as may properly come
before the meeting.
The Board of Directors has fixed the close of business on March 31,
1995 as the record date for the determination of stockholders of the Company
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
By Order of the Board of Directors,
Robert J. Ruben
Secretary
Dated: Rochester Hills, Michigan
April 20, 1995
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE URGED TO
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN THE
ENCLOSED ENVELOPE.
<PAGE> 3
TRANS-INDUSTRIES, INC.
2637 ADAMS ROAD
ROCHESTER HILLS, MICHIGAN 48309
APRIL 20, 1995
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 24, 1995
This Proxy Statement is furnished in connection with the solicitation on
behalf of the management of Trans-Industries, Inc. (the "Company"), a Delaware
corporation, of proxies for the Annual Meeting of its Stockholders to be held
on May 24, 1995 for the purpose of considering and acting upon the matters
specified in the Notice of Annual Meeting of its Stockholders accompanying this
Proxy Statement.
This Proxy Statement and the accompanying form of proxy are being mailed
to stockholders on or about April 20, 1995.
PROXY SOLICITATION
All proxies in the enclosed form which are properly executed and
returned to the Company will be voted at the Annual Meeting, and any
adjournments thereof, in accordance with any directions thereon, or, if no
directions are made, will be voted FOR approval of proposals 1 and 2 set forth
in the notice of Annual Meeting. Stockholders who execute proxies may revoke
them at any time before they are voted. The enclosed proxy is revocable by a
stockholder at any time prior to the exercise thereof by submitting a written
notice of revocation or subsequently executed proxy to the Secretary of the
Company. Signing and mailing the proxy will not affect a stockholder's right
to give a later proxy. If a stockholder executing a proxy attends the meeting
and votes in person, the proxy will not be used. As of the close of business
on March 31, 1995, the record date, the Company had outstanding 2,927,000
shares of Common Stock. Each such share is entitled to one vote with respect
to each matter to be voted on at the meeting.
The only persons known by the Company to own of record or beneficially
more than 5% of the outstanding shares of the Company's Common Stock are those
listed under the heading "Principal Stockholders" below.
PRINCIPAL STOCKHOLDERS
Set forth below is information respecting persons who, to the knowledge
of the Company, owned beneficially more than 5% of the Company's outstanding
shares of Common Stock as of February 28, 1995, as well as the amount and
percentage of the Company's outstanding shares owned beneficially by all
directors and officers of the Company as a group.
<TABLE>
<CAPTION>
Shares of Common Percentage of Common
Name and Address Stock Beneficially Stock Owned as of
of Beneficial Owner Owned February 28, 1995
------------------- ----------- -----------------
<S> <C> <C>
Dale S. Coenen
8 Sound Shore Dr.
Greenwich, CT 06836 ....................... 593,277 20.3%
Duncan Miller
8 Sound Shore Dr.
Greenwich, CT 06836 ....................... 500,938 17.1%
Ronald C. Lamparter
575 Robbins Dr.
Troy, MI 48083 ............................ 180,000 6.1%
Steven T. Newby
6116 Executive Ave., Suite 701
Rockville, MD 20852 ...................... 292,135 9.9%
Trans-Industries, Inc. Profit Sharing Plan
2637 Adams Road
Rochester Hills, MI 48309 ................. 172,208 5.9%
All directors and officers as a group
(9 persons) ................................ 1,274,965 43.6%
</TABLE>
2
<PAGE> 4
ELECTION OF DIRECTORS
At the meeting, four directors are to be elected to hold office until
the next annual meeting and until their successors have been elected and
qualified. It is the intention of the persons named in the enclosed form of
proxy to vote for the re-election as directors of the persons named in the
table below. In case any such nominee should become unavailable for any
reason, which the management has no reason to anticipate, the proxy holders
reserve the right to substitute another person of their choice in his place.
All nominees named in the table below are now directors of the Company and were
elected by the stockholders at the annual meeting in 1994. The information
concerning the nominees and their security holdings has been furnished by them
to the Company.
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Principal Occupation Owned
and Name of as of Percent
Organization Director February 28, of
Name and Age in Which Carried On Since 1995 Class
------------ ------------------- ----- ---- -----
<S> <C> <C> <C> <C>
Dale S. Coenen (66) .......... Chairman of the Board and 1967 593,277 20.3%
President of the Company
Duncan Miller (70) ........... Investment Counselor, McConnell 1967 500,938 17.1%
& Miller
Gerald J. Murphy (77)......... Private Investor 1971 111,156 3.8%
Matthew M. Wirgau (43) ....... President, 1992 1,000 ----
Johnson Johnson & Roy Inc.
</TABLE>
Each of the nominees has been engaged in the principal occupation set
forth above for more than the past five years, with the exception of Mr.
Wirgau. Prior to joining Johnson Johnson & Roy Inc., Mr. Wirgau was Senior
Vice President of The Farbman Group from 1991 to 1994. Prior to that he was
Deputy Administrator of the Federal Transit Administration from 1987 to 1989.
Mr. Coenen is a director of the following public corporation: Figgie
International, Inc.; and Mr. Miller is a director of the following public
corporation: W. R. Berkley Corp.
In addition to various informal conferences and meetings, the Board of
Directors held four regular meetings during 1994. All directors attended all
of such meetings. The directors received the following fees: Dale S. Coenen
$25,000, Duncan Miller $25,000, Gerald Murphy $23,375, and Matthew Wirgau
$25,000. The Company has an Executive Committee of the Board of Directors,
which held four meetings during the 1994 fiscal year. The members of the
Executive Committee are Dale S. Coenen and Duncan Miller.
The Company has an Audit Committee of the Board of Directors, consisting
entirely of directors, three of whom are not officers or employees of the
Company. Its members are Dale S. Coenen, Duncan Miller, Gerald Murphy and
Matthew Wirgau. The Audit Committee held four meetings during the 1994 fiscal
year. It reviews the scope and results of the independent accountants'
examination and related fees, company management letters, and internal audit
activity of the Company and other pertinent auditing and internal control
matters.
The Company does not have nominating or compensation committees.
3
<PAGE> 5
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
for services in all capacities to the Company and its subsidiaries for the
years ended December 31, 1994, 1993 and 1992 of those persons who were, at
December 31, 1994, (i) the Chief Executive Officer and (ii) the next four most
highly compensated executive officers of the Company and its subsidiaries (the
"named officers").
SUMMARY CASH COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
--------------------
Other Annual All Other
Name and Principal Salary Bonus Compensation Compensation
Position Year ($)(3) ($)(1)(3) ($)(3) ($)(2)(3)
- ------------------ ---- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Dale S. Coenen 1994 $241,813 $ -0- $25,000 $ -0-
Chairman of the 1993 230,125 10,000 25,000 -0-
Board and 1992 202,940 -0- 25,000 8,321
President of
Trans-Industries,
Inc.
Jessie D. Swinea, Jr. 1994 113,593 -0- -0- 600
President of 1993 106,490 5,000 -0- 600
Vultron, Inc. 1992 102,251 -0- -0- 4,793
O.K. Dealey, Jr. 1994 101,968 -0- -0- 1,530
President of 1993 100,322 -0- -0- 1,505
Transmatic, Inc. 1992 91,124 -0- -0- 4,547
Kenneth Cook 1994 95,658 -0- -0- 1,435
Vice President of 1993 93,755 3,000 -0- 1,406
Vultron, Inc. 1992 90,876 -0- -0- 4,396
Delmer G. Fields 1994 79,693 -0- -0- 450
President of 1993 78,826 7,550 -0- 1,182
Transign, Inc. 1992 78,718 -0- -0- 3,928
</TABLE>
(1) The bonuses reported in the table are indicated for the year paid, not
necessarily the year earned.
(2) "All Other Compensation" consists of discretionary contributions to the
Company's Defined Contribution Plan and Company matching contributions
to the 401(k) Plan.
(3) The incremental cost to the Company and its subsidiaries of providing
incidental personal benefits to executive officers of the Company did
not, for the 1994 fiscal year, exceed 10% of the cash compensation for
any individual named in the Summary Cash Compensation Table.
The Company does not know of any transactions in which the amount
involved exceeds $60,000 and in which any director, officer, or any security
holder who is known to the Company to own of record or beneficially more than
five percent of the Company's voting securities, or any immediate family member
of any such persons was involved.
4
<PAGE> 6
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a Compensation Committee. Recommendations as to
compensation are made by the Executive Committee of the Board of Directors
consisting of Mr. Dale Coenen and Mr. Duncan Miller. Decisions as to
compensation are made by the whole Board, except that Mr. Coenen does not
participate in any recommendations or decisions concerning his own
compensation. No member of the Board, other than Mr. Coenen, is an officer or
employee of the Company or any of its subsidiaries.
FACTORS CONSIDERED IN DETERMINING EXECUTIVE COMPENSATION
Compensation levels of all salary positions are reviewed periodically by
outside consultants and compared with positions of similar scope and
responsibility with those among a peer group of companies. In determining
compensation payable to the CEO, the Board (exclusive of Mr. Coenen), takes
into account such compensation levels and the operating position of the
Company. With respect to the other "named officers", the Board considered the
performance of the respective subsidiary in which the executive served
(including sales, earnings, and return on assets), levels of compensation paid
to comparable executives, responsibilities involved, and the need for adequate
incentives to improve future performance.
PROFIT SHARING PLAN
A Defined Contribution Plan was adopted by the Company in 1977, and is
nondiscriminatory, portable, clifftype vesting, and completely Company financed
for all full time employees of Trans-Industries, Inc. and its subsidiaries with
one year or more of service. Contributions are established annually by action
of the Board of Directors based on profits, cash flow, and other pertinent
factors. For 1994, there was no contribution made to the Plan. Distribution
of accounts is made upon termination of employment. Due to the variable
circumstances surrounding the Company's decision to contribute to the Plan in
any given year, the Company has determined that it is not feasible to project
estimated annual benefits payable upon retirement at normal retirement age for
each of the "named officers."
Incorporated into the Defined Contribution Plan is a 401(k) feature,
whereby the Company matches the employee's deferrals at a rate of 25 percent.
The Company's contributions to the 401(k) plan amounted to $24,000 for 1994.
The Company has no stock option plans, grants of stock appreciation
rights, or long term incentive plan awards.
5
<PAGE> 7
SHAREOWNER RETURN PERFORMANCE PRESENTATION
The graph below compares the cumulative total stockholder return on the
Company's Common Stock to the cumulative total return of a broad index of the
NASDAQ Market and an index of non-financial stocks for the period December 31,
1989 through December 31, 1994.
FIVE YEAR CUMULATIVE TOTAL RETURN
TRANS-INDUSTRIES, INC., NASDAQ MARKET INDEX (US COMPANIES)
AND NASDAQ NON-FINANCIAL STOCKS INDEX
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Ending 12/31 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
NASDAQ Index 100 85 136 159 181 177
Non-Financial Index 100 88 142 155 178 170
Trans-Industries, Inc. 100 50 58 54 38 38
</TABLE>
ASSUMES $100 INVESTED ON DECEMBER 31, 1989.
TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS.
6
<PAGE> 8
INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton, LLP, Southfield, Michigan, acted as the Company's
independent certified public accountants for the year 1994. Prior thereto,
KPMG Peat Marwick, LLP, Detroit, Michigan, acted as the Company's independent
public accountants. As stated in the notice of the meeting, it will be
proposed that the stockholders ratify the appointment of Grant Thornton, LLP as
auditor for the Company for the fiscal year ending December 31, 1995. A
representative of Grant Thornton, LLP is expected to be present at the meeting
and will have an opportunity to make a statement if he so desires. He will
also be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any proposals by stockholders of the Company intended to be included in
the Company's proxy statement and form of proxy relating to the Company's next
annual meeting of stockholders must be in writing and received by the Company
at its office at 2637 Adams Rd., Rochester Hills, Michigan 48309 no later than
December 20, 1995.
GENERAL
The management does not know of any matters other than the foregoing which
will be presented for consideration at the meeting. However, if other matters
properly come before the meeting, it is the intention of the persons named in
the enclosed proxy to vote thereon in accordance with their judgment.
The entire cost of soliciting management proxies will be borne by the
Company. Proxies will be solicited by mail and may be solicited personally by
directors, officers or regular employees of the Company, who will not be
compensated for their services.
The Company will provide any stockholder of record at the close of
business on March 31, 1995, without charge, upon written request to its
Secretary at 2637 Adams Rd., Rochester Hills, Michigan 48309, a copy of the
Company's Annual Report and Form 10-K for the fiscal year ended December 31,
1994.
In order to assure a quorum, whether or not you plan to attend the
meeting, you are urged to forward your proxy without delay. If you do attend
the meeting and vote, your proxy will not be used. A prompt response will aid
management in preparing for the Annual Meeting and, accordingly, will be
greatly appreciated.
By Order of the Board of Directors,
Robert J. Ruben
Secretary
April 20, 1995
7
<PAGE> 9
TRANS-INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 24, 1995
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints each of Dale S. Coenen and Kai Kosanke
as Proxies, each with full power of substitution, to represent the undersigned
and to vote, as designated below, all the shares of Common Stock of
TRANS-INDUSTRIES, INC., held of record by the undersigned on March 31, 1995, at
the Annual Meeting of Stockholders to be held at the Northfield Hilton, 5500
Crooks Rd., Troy, Michigan on May 24, 1995, or any adjournment thereof. The
Board of Directors recommends a vote FOR proposals (1) and (2):
1. Election of four directors to hold office for a term of one year.
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all
below) nominees listed below
Dale S. Coenen, Duncan Miller, Gerald J. Murphy, and Matthew M. Wirgau.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
- --------------------------------------------------------------------------------
2. Proposal to ratify selection of Grant Thornton as independent auditor
for the Company.
/ / FOR / / AGAINST / / ABSTAIN
(continued and to be signed on reverse)
<PAGE> 10
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy when
properly executed will be voted in the manner directed herein by the
undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1 AND 2.
__________________________ _________________________ Date __________, 1995
Signature of Stockholder Signature of Stockholder
Please sign your name exactly as it appears hereon. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign full corporate name by President or
other authorized officer. If a partnership, please sign in partnership
name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
