<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.
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(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] 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):
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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.
- --------------------------------------------------------------------------------
[ ] 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 14, 1997 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,
1997; 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 17,
1997 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 7, 1997
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 7, 1997
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 14, 1997
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 14, 1997 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 7, 1997.
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 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 17, 1997, the record date, the Company had outstanding 3,072,000
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, 1997, 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>
Name and Address Shares of Common Stock Percentage of Common Stock
of Beneficial Owner Beneficially Owned Owned as of February 28, 1997
------------------- ------------------------ -----------------------------
<S> <C> <C>
Dale S. Coenen
8 Sound Shore Dr.
Greenwich, CT 06836 .................................. 590,277 19.2%
Duncan Miller
8 Sound Shore Dr.
Greenwich, CT 06836 .................................. 495,938 16.1%
Trans-Industries, Inc. Profit Sharing Plan
2637 Adams Road
Rochester Hills, MI 48309 ............................ 327,208 10.7%
Steven T. Newby
6116 Executive Ave., Suite 701
Rockville, MD 20852 .................................. 292,135 9.5%
Ronald C. Lamparter
575 Robbins Dr.
Troy, MI 48083 ....................................... 230,200 7.5%
All directors and officers as a group (10 persons)....... 1,289,790 42.0%
</TABLE>
2
<PAGE> 4
I 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 1996. The information
concerning the nominees and their security holdings has been furnished by them
to the Company.
<TABLE>
<CAPTION>
Shares of
Common Stock
Principal Occupation and Beneficially Percent
Name of Organization Director Owned as of of
Name and Age in Which Carried On Since February 28,1997 Class
------------- ------------------- ------ ---------------- -----
<S> <C> <C> <C> <C>
Dale S. Coenen (68) ............. Chairman of the Board and 1967 590,277 19.2%
President of the Company
Duncan Miller (72) ............... Private Investor 1967 495,938 16.1%
Gerald J. Murphy (79) ............ Private Investor 1971 111,156 3.6%
Matthew Wirgau (45) .............. President, 1992 1,825 -----
The Lobb Company
</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 The Lobb Company, Mr. Wirgau was President of Johnson
Johnson & Roy, Inc. from 1994 to 1996. Prior to that, Mr. Wirgau was Senior
Vice President of The Farbman Group from 1991 to 1994. 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 1996. All directors attended all
of such meetings. The directors received the following fees: Dale S. Coenen
$25,000, Duncan Miller $25,000, Gerald Murphy $25,000, and Matthew Wirgau
$25,000. The Company has an Executive Committee of the Board of Directors,
which held four meetings during the 1996 fiscal year. The members of the
Executive Committee are Dale S. Coenen and Duncan Miller.
The Company has an Audit Committee of the Board of Directors,
consisting entirely of directors, three of whom are not officers or employees
of the Company. Its members are Dale S. Coenen, Duncan Miller, Gerald Murphy
and Matthew Wirgau. The Audit Committee held four meetings during the 1996
fiscal year. It reviews the scope and results of the independent accountants'
examination and related fees, company management letters, and internal audit
activity of the Company and other pertinent auditing and internal control
matters. The Company does not have nominating or compensation committees.
The Board of Directors recommends the election of the nominees listed
above. The affirmative vote of a majority of the shares of the Common Stock
represented at the meeting is required for election.
3
<PAGE> 5
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation for
services in all capacities to the Company and its subsidiaries for the years
ended December 31, 1996, 1995 and 1994 of those persons who were, at December
31, 1996, (i) the Chief Executive Officer and (ii) the next four most highly
compensated executive officers of the Company and its subsidiaries (the "Named
Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Award
------------------------------------------------------------------------ --------------------
Other Annual All Other Securities
Name and Principal Salary Bonus Compensation Compensation Underlying
Position Year ($) (3) ($) (1) (3) ($) (3) ($) (2) (3) Options/SARs (#) (4)
- ----------------------------- ----- ------- ------------ ------------- ------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Dale S. Coenen 1996 $261,349 $154,600 $25,000 $ 6,281 -0-
Chairman of the Board 1995 251,511 109,248 25,000 8,309 -0-
and President of 1994 241,813 -0- 25,000 -0- -0-
Trans-Industries, Inc.
O.K. Dealey, Jr. 1996 112,884 67,200 -0- 6,420 20,000
President of 1995 106,889 63,500 -0- 7,524 -0-
Transmatic, Inc. 1994 101,968 -0- -0- 1,530 -0-
Jessie D. Swinea, Jr. 1996 121,564 12,000 -0- 5,690 20,000
President of 1995 117,543 -0- -0- 7,111 -0-
Vultron, Inc. 1994 113,593 -0- -0- 600 -0-
Delmer G. Fields 1996 82,618 49,140 -0- 4,699 5,000
President of 1995 82,618 9,009 -0- 5,027 -0-
Transign, Inc. 1994 79,963 47,385 -0- 450 -0-
Kai Kosanke 1996 78,894 46,800 -0- 4,353 20,000
Vice President of 1995 75,118 32,670 -0- 5,211 -0-
Trans-Industries, Inc. 1994 72,025 -0- -0- 994 -0-
</TABLE>
(1) The bonuses reported in the table are indicated for the year earned, not
necessarily the year paid.
(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 1996 fiscal year, exceed the lesser of $50,000 or 10% of the
total of annual salary and bonus for any individual named in the Summary
Compensation Table.
(4) These options (which are Incentive Stock Options) and Stock Appreciation
Rights ("SARs") were granted pursuant to the Trans-Industries, Inc. 1996
Stock Option Plan ("Plan") approved by the stockholders at the Annual
Meeting in 1996. Awards are determined by an Option Committee appointed
by the Board of Directors. The option exercise price and the base for
calculation of appreciation of each SAR is the market value of the
Company's Common Stock on the date of grant. Under the Plan, 200,000
shares of Common Stock have been reserved for issuance upon the exercise
of options which may be granted pursuant to the plan.
The Company does not know of any transactions in which the amount
involved exceeds $60,000 and in which any director, officer, or any security
holder who is known to the Company to own of record or beneficially more than
five percent of the Company's voting securities, or any immediate family member
of any such persons was involved.
4
<PAGE> 6
The following table provides information regarding stock options and
SARs granted to the Named Officers during 1996. The ultimate value of these
grants will be determined by the market value of the Company's stock in the
future, which value will depend in part on the efforts of these executives in
contributing to the Company's success.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
- ---------------------------------------------------------------------------------------------------------------------
Potential Realizable
Number of Value at Assumed
Securities Percent of Annual Rates of
Underlying Total Options/ Stock Price
Options/ SARs Granted Appreciation for
SARs to Employees Exercise or Option Term (2)
Granted in Fiscal Base Price Expiration ---------------
Name (#) (1) Year ($/Share) Date 5% ($) 10% ($)
---- ------- ---- --------- ---- -------------------------
<S> <C> <C> <C> <C> <C> <C>
O.K. Dealey, Jr. 20,000 14.7% $6.875 5/22/06 $86,473 $219,140
Jessie D. Swinea, Jr. 20,000 14.7 6.875 5/22/06 86,473 219,140
Kai R. Kosanke 20,000 14.7 6.875 5/22/06 86,473 219,140
Delmer G. Fields 5,000 3.7 6.875 5/22/06 21,618 54,785
</TABLE>
(1) All options were granted pursuant to the Plan and have a term of 10 years,
with 20% vesting in each of the first 5 years. No option may be exercised
prior to the expiration of one year from May 22, 1996, the date of grant.
All SARs were granted pursuant to the Plan. Holders of SARs will not,
upon exercise, be issued shares of stock, but will receive in cash or
other property, in the sole discretion of the Option Committee, the
difference between the base price and the market price of the Company's
stock on the date of exercise. Since the SARs were issued in tandem with
stock options, upon exercise of an SAR the holder must surrender an
equivalent number of stock options. The SARs granted in 1996 are of a 4
year duration, with 33 1/3% vesting in each of the first 3 years. The
number of SARs granted each individual equates to 60 percent of the
options awarded such individual. No SAR may be exercised prior to the
expiration of one year from May 22, 1996, the date of grant.
(2) The potential realizable value of each grant of options or tandem SARs is
calculated on the assumption that the market price of the underlying
security appreciates in value from the date of grant to the end of the
option or SAR term at annual rates of 5 percent and 10 percent compounded
annually. The actual value, if any, the executives may realize will
depend upon the excess of the stock price over the exercise price on the
date of exercise. Consequently, there can be no assurance that the value
realized by the executive will be at or near the amount shown in the
table.
5
<PAGE> 7
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), took 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, cliff-type 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 1996, there was a $200,000 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 $30,000 for 1996.
6
<PAGE> 8
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, 1991 through December 31, 1996.
FIVE YEAR CUMULATIVE TOTAL RETURN
TRANS-INDUSTRIES, INC., NASDAQ MARKET INDEX (US COMPANIES)
AND NASDAQ NON-FINANCIAL STOCKS INDEX
[GRAPH]
<TABLE>
<CAPTION>
Ending 12/31 1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
NASDAQ Index 100 116 134 131 185 227
Non-Financial Index 100 109 126 121 169 206
Trans-Industries, Inc. 100 93 67 67 160 253
</TABLE>
ASSUMES $100 INVESTED ON DECEMBER 31, 1991.
TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS.
7
<PAGE> 9
II INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP, Southfield, Michigan has acted as the Company's
independent certified public accountants since 1994. 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, 1997. 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 23, 1997.
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 17, 1997, 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,
1996.
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 7, 1997
8
<PAGE> 10
TRANS-INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 14, 1997
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 17, 1997, at
the Annual Meeting of Stockholders to be held at the Northfield Hilton, 5500
Crooks Rd., Troy, Michigan on May 14, 1997, 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 below) to vote for all 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 LLP as independent auditor
for the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued and to be signed on reverse)
<PAGE> 11
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 ,1997
- ----------------------------- ----------------------------- ----------
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.
