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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).
[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)(1) 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. LOGO]
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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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 Auburn Hills Hilton Suites, 2300
Featherstone, Auburn Hills, Michigan, on May 17, 2000, 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,
2000; 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 24,
2000 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 10, 2000
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 10, 2000
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 17, 2000
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 17, 2000 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 10, 2000.
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 24, 2000, the record date, the Company had outstanding 3,139,737 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, 2000, 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, 2000
------------------- ---------------------- -----------------------------
<S> <C> <C>
Dale S. Coenen
2637 S. Adams Rd.
Rochester Hills, MI 48309 ............................... 579,389 18.5%
Duncan Miller
2637 S. Adams Rd.
Rochester Hills, MI 48309................................. 495,938 15.8%
Trans-Industries, Inc. Profit Sharing Plan
2637 S. Adams Road
Rochester Hills, MI 48309................................. 327,208 10.4%
Ronald C. Lamparter
7204 Sterling Ponds Court
Sterling Heights, MI 48312................................ 238,200 7.6%
All directors and officers as a group (9 persons)............. 1,168,746 37.2%
</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. All persons named in
the table below, except Harry E. Figgie, Jr., are now directors of the Company
and were elected by the stockholders at the annual meeting in 1999. 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, 2000 CLASS
------------ ------------------- ----- ----------------- -----
<S> <C> <C> <C> <C>
Dale S. Coenen (71)................ Chairman of the Board and 1967 579,389 18.5%
President of the Company
Duncan Miller (75)................. Private Investor 1967 495,938 15.8%
Harry E. Figgie, Jr. (76).......... Private Investor, -- 123,437 3.9%
Chairman of the Board,
The Clark Reliance Corporation
(Manufacturer of liquid flow
meters and valves)
O.K. "Bud" Dealey, Jr. (59).. President, 1998 47,437 1.5%
Transmatic, Inc.
Jessie D. Swinea (64)......... President, 1998 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.
In addition to various informal conferences and meetings, the Board of
Directors held four regular meetings during 1999. All directors attended all of
such meetings. The directors received the following fees: Dale S. Coenen
$25,000, Duncan Miller $25,000, Matthew Wirgau $25,000, O.K. "Bud" Dealey, Jr.
$25,000, and Jessie D. Swinea $25,000. The Company has an Executive Committee of
the Board of Directors, which held four meetings during the 1999 fiscal year.
The members of the Executive Committee are Dale S. Coenen and Duncan Miller.
The Company has an Audit Committee of the Board of Directors,
consisting entirely of directors, two of whom were not officers or employees of
the Company. Its members were Dale S. Coenen, Duncan Miller, and Matthew Wirgau.
The Audit Committee held four meetings during the 1999 fiscal year. It reviews
the scope and results of the independent accountants' examination and related
fees, company management letters, and internal audit activity of the Company and
other pertinent auditing and internal control matters. The Company does not have
nominating or compensation committees.
The Board of Directors recommends the election of the nominees listed
above. The affirmative vote of a majority of the shares of the Common Stock
represented at the meeting is required for election.
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<PAGE> 5
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
for services in all capacities to the Company and its subsidiaries for the years
ended December 31, 1999, 1998 and 1997 of those persons who were, at December
31, 1999, (i) the Chief Executive Officer and (ii) the next four most highly
compensated executive officers of the Company and its subsidiaries (the "Named
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------------------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION COMPENSATION
POSITION YEAR ($) (3) ($) (1) (3) ($) (3) ($) (2) (3)
--------------------------- ----- --------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Dale S. Coenen 1999 $307,145 $ -0- $25,000 $7,655
Chairman of the Board 1998 288,254 170,000 25,000 7,475
and President of 1997 272,377 160,700 25,000 8,405
Trans-Industries, Inc.
O.K. Dealey, Jr. 1999 152,973 91,784 25,000 9,613
President of 1998 138,340 182,500 15,625 9,875
Transmatic, Inc. 1997 125,222 74,500 -0- 8,456
Jessie D. Swinea, Jr. 1999 136,546 -0- 25,000 7,133
President of 1998 135,718 -0- 15,625 6,941
Vultron, Inc. 1997 129,468 12,000 -0- 7,401
Delmer G. Fields 1999 91,805 55,083 -0- 5,769
President of 1998 88,057 52,030 -0- 5,435
Transign, Inc. 1997 83,680 49,550 -0- 5,651
Joseph Trimai 1999 80,373 32,149 -0- 5,051
Vice President of 1998 70,007 23,567 -0- 4,321
Transmatic, Inc. 1997 63,770 24,400 -0- 4,307
</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 1999 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
<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 had a material interest.
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 a member of the Board who
is also an employee of the Company or one of its subsidiaries does not
participate in any recommendations or decisions concerning his own compensation.
In addition, Messrs. Dealey and Swinea do not participate in any recommendations
or decisions regarding Mr. Coenen's compensation. Mr. Coenen, Mr. Dealey, and
Mr. Swinea, in addition to serving as Board members, are also officers of the
Company or one 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 (the non-employee members of the
Board), 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, port-able, 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 1999, there was a $250,000 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 $40,000 for 1999.
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,
1994 through December 31, 1999.
FIVE YEAR CUMULATIVE TOTAL RETURN
TRANS-INDUSTRIES, INC., NASDAQ MARKET INDEX (US COMPANIES)
AND NASDAQ NON-FINANCIAL STOCKS INDEX
[LINE GRAPH]
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
Ending 12/31 1994 1995 1996 1997 1998 1999
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NASDAQ Index 100 141 174 213 300 546
---------------------------- --------- --------- --------- ------- ------- --------
Non-Financial Index 100 139 169 198 290 562
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Trans-Industries, Inc. 100 240 380 840 690 440
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</TABLE>
ASSUMES $100 INVESTED ON DECEMBER 31, 1994.
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, 2000. 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 6, 2000.
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 24, 2000, without charge, upon written request to its
Secretary at 2637 S. 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,
1999. 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 10, 2000
7
<PAGE> 9
TRANS-INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 17, 2000
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 24, 2000, at
the Annual Meeting of Stockholders to be held at the Auburn Hills Hilton Suites,
2300 Featherstone, Auburn Hills, Michigan on May 17, 2000, 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.
|_| 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, Harry E. Figgie Jr., 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.)
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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> 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>
Date , 2000
- ----------------------------- ----------------------------- -------------
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.
