<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)
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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.
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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 Marriott Hotel, 200 W. Big Beaver
Rd., Troy, Michigan, on May 13, 1998 at 11:00 a.m., for the following purposes:
1. To elect five directors:
2. To ratify the appointment of Grant Thornton LLP as independent
auditor for the company for the fiscal year ending December 31,
1998; 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,
1998 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 6, 1998
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 S. ADAMS ROAD
ROCHESTER HILLS, MICHIGAN 48309
APRIL 6, 1998
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 13, 1998
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 13, 1998 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 6, 1998.
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, 1998, the record date, the Company had outstanding 3,074,400 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, 1998, 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, 1998
------------------- ---------------------- -----------------------------
<S> <C> <C>
Dale S. Coenen
8 Sound Shore Dr.
Greenwich, CT 06836 .................................. 586,539 19.1%
Duncan Miller
8 Sound Shore Dr.
Greenwich, CT 06836 .................................. 495,938 16.1%
Trans-Industries, Inc. Profit Sharing Plan
2637 S. Adams Road
Rochester Hills, MI 48309 ............................ 327,208 10.6%
Ronald C. Lamparter
575 Robbins Dr......................................... 230,200 7.5%
Troy, MI 48083.........................................
All directors and officers as a group (10 persons) ....... 1,177,096 38.3%
</TABLE>
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<PAGE> 4
I ELECTION OF DIRECTORS
At the meeting, five 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 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. Mr. Coenen, Mr. Miller, and Mr.
Wirgau are now directors of the Company and were elected by the stockholders at
the annual meeting in 1997. Mr. Dealey and Mr. Swinea are new nominees. 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, 1998 Class
------------ ------------------- ----- ----------------- -----
<S> <C> <C> <C> <C>
Dale S. Coenen (69)........... Chairman of the Board and 1967 586,539 19.1%
President of the Company
Duncan Miller (73)............ Private Investor 1967 495,938 16.1%
Matthew Wirgau (46)........... President, 1992 1,825 --
The Lobb Company
O.K. "Bud" Dealey Jr. (57) President, -- 47,437 1.5%
Transmatic, Inc.
Jessie D. Swinea (62)......... President, -- 7,500 .2%
Vultron, 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 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 1997. All directors attended all of
such meetings. The directors received the following fees: Dale S. Coenen
$25,000, Duncan Miller $25,000, Gerald Murphy (retired from the board 2/11/98)
$25,000, and Matthew Wirgau $25,000. The Company has an Executive Committee of
the Board of Directors, which held four meetings during the 1997 fiscal year.
The members of the Executive Committee are Dale S. Coenen and Duncan Miller.
The Company has an Audit Committee of the Board of Directors,
consisting entirely of directors, three of whom were not officers or employees
of the Company. Its members were Dale S. Coenen, Duncan Miller, Gerald Murphy
and Matthew Wirgau. The Audit Committee held four meetings during the 1997
fiscal year. It reviews the scope and results of the independent accountants'
examination and related fees, company management letters, and internal audit
activity of the Company and other pertinent auditing and internal control
matters. The Company does not have nominating or compensation committees.
The Board of Directors recommends the election of the nominees listed
above. The affirmative vote of a majority of the shares of the Common Stock
represented at the meeting is required for election.
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<PAGE> 5
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
for services in all capacities to the Company and its subsidiaries for the years
ended December 31, 1997, 1996 and 1995 of those persons who were, at December
31, 1997, (i) the Chief Executive Officer and (ii) the next four most highly
compensated executive officers of the Company and its subsidiaries (the "Named
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Award
------------------ -------------
Other Annual All Other Securities
Name and Principal Salary Bonus Compensation Compensation Underlying
Position Year ($) (3) ($) (1) (3) ($) (3) ($) (2) (3) Options/SARs(#)(4)
- -------------------------- ---- --------- ----------- ------------- ---------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Dale S. Coenen 1997 $272,377 $160,700 $25,000 $8,405 -0-
Chairman of the Board 1996 261,349 154,600 25,000 6,281 -0-
and President of 1995 251,511 109,248 25,000 8,309 -0-
Trans-Industries, Inc.
O.K. Dealey, Jr. 1997 125,222 74,500 -0- 8,456 -0-
President of 1996 112,884 67,200 -0- 6,420 20,000
Transmatic, Inc. 1995 106,889 63,500 -0- 7,524 -0-
Jessie D. Swinea, Jr. 1997 129,468 12,000 -0- 7,401 -0-
President of 1996 121,564 12,000 -0- 5,690 20,000
Vultron, Inc. 1995 117,543 -0- -0- 7,111 -0-
Kai Kosanke 1997 87,705 51,600 -0- 5,845 -0-
Vice President of 1996 78,894 46,800 -0- 4,353 20,000
Trans-Industries, Inc. 1995 75,118 32,670 -0- 5,211 -0-
Delmer G. Fields 1997 83,680 49,550 -0- 5,651 -0-
President of 1996 82,618 49,140 -0- 4,699 5,000
Transign, Inc. 1995 82,618 9,009 -0- 5,027 -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 in 1996 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, which, with respect to
the options/SARs listed above, was $6.875. 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. No options or SARs were
exercised by "Named Officers" in 1997.
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<PAGE> 6
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.
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 S. 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 1997, there was a $230,000 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 1997.
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,
1992 through December 31, 1997.
FIVE YEAR CUMULATIVE TOTAL RETURN
TRANS-INDUSTRIES, INC., NASDAQ MARKET INDEX (US COMPANIES)
AND NASDAQ NON-FINANCIAL STOCKS INDEX
[GRAPH]
Ending 12/31 1992 1993 1994 1995 1996 1997
- -------------------------------------------------------------------
NASDAQ Index 100 115 112 159 195 240
Non-Financial Index 100 115 111 155 188 221
Trans-Industries, Inc. 100 71 71 171 271 600
ASSUMES $100 INVESTED ON DECEMBER 31, 1992.
TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS.
6
<PAGE> 8
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, 1998. 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 S. Adams Rd., Rochester Hills, Michigan 48309 no later than
December 24, 1998.
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, 1998, without charge, upon written request to its
Secretary at 2637 S. Adams Rd., Rochester Hills, Michigan 48309, a copy of
the Company's Report and Form 10-K for the fiscal year ended December 31,
1997.
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 6, 1998
7
<PAGE> 9
TRANS-INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 13, 1998
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, 1998, at
the Annual Meeting of Stockholders to be held at the Marriott Hotel, 200 W. Big
Beaver Rd., Troy, Michigan on May 13, 1998, or any adjournment thereof. The
Board of Directors recommends a vote FOR proposals 1 and 2:
1. Election of five
directors to hold office for a term of one year.
<TABLE>
<S> <C>
[ ] 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, Matthew M. Wirgau, O. K. "Bud" Dealey, and Jessie D. Swinea
(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)
</TABLE>
<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.
<TABLE>
<S> <C> <C>
- -------------------------------------- ------------------------------------- Daed , 1998
Signature of Stockholder Signature of Stockholder ---------------
</TABLE>
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.
