<PAGE>
TRICO PRODUCTS CORPORATION
817 WASHINGTON STREET, BUFFALO, NEW YORK 14203
------------------------
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
---------------------
The Annual Meeting of Shareholders of Trico Products Corporation
("Corporation" or "Company") will be held at 817 Washington Street, Buffalo, New
York on May 20, 1994, at 2:00 p.m., local time, for the following purposes:
1. To elect three Directors of the Corporation for three-year terms to
serve until the Annual Meeting of Shareholders in 1997.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Holders of record of Common Stock of the Corporation at the close of
business on April 8, 1994, will be entitled to vote at the meeting.
By Order of the Board of Directors
Ernest J. Norman
SECRETARY
Buffalo, New York
April 20, 1994
Buffalo, New York
KINDLY DATE AND SIGN THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE ENCLOSED
ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ARE PRESENT AND VOTE IN PERSON AT THE MEETING, THE PROXY WILL NOT BE USED.
<PAGE>
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement and the accompanying form of proxy are being mailed to
shareholders commencing on or about April 20, 1994, in connection with the
solicitation of proxies by the Board of Directors ("Board") of Trico Products
Corporation ("Corporation" or "Company"), 817 Washington Street, Buffalo, New
York 14203, for use at the Annual Meeting of Shareholders of the Corporation to
be held on May 20, 1994, at 2:00 p.m., or at any adjournment thereof. The cost
of soliciting proxies will be borne by the Corporation. The Corporation has
retained Beacon Hill Partners, Inc. ("Beacon Hill") to assist in the
solicitation of proxies and will pay Beacon Hill a fee of $3,000 plus
reimbursement of out-of-pocket expenses for its services.
A proxy may be revoked by a shareholder at any time prior to the voting
thereof by giving written notice or a subsequently dated proxy to the Secretary
of the Corporation or by voting in person at the meeting. Unless revoked, shares
represented by valid proxies will be voted on all matters to be acted upon at
the meeting and, on any matter with respect to which the proxy contains
instructions for voting, such shares will be voted in accordance with such
instructions. In the event a proxy contains no direction, the proxy will be
voted in favor of management's slate of directors.
The Corporation has 1,872,212 shares of Common Stock outstanding and
entitled to vote at the annual meeting. Each share of Common Stock outstanding
at the record date is entitled to one vote. The three nominees for director
receiving a plurality of the votes cast at the meeting in person or by proxy
shall be elected. Votes cast at the meeting will be counted by inspectors of
election appointed in accordance with the New York Business Corporation Law. The
inspectors of election may be affiliates of the Corporation.
The management does not know of any matters, other than those set forth in
this Proxy Statement, which will come before the meeting. In case any matters
should properly come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote the proxy in accordance with their best
judgment on such matters.
ITEM 1. ELECTION OF DIRECTORS
The Board currently has nine members. The Corporation's Restated Certificate
of Incorporation provides for the classification of the Board into three classes
with the Directors in each class to hold office for staggered terms of three
years each, or until their successors are duly elected and qualified. At this
meeting, three nominees for Director are to be elected to a three year term as
Class I Directors.
1
<PAGE>
The nominees are Albert R. Mugel, A. Neville Procter and Paul A. Schoellkopf.
The Class II Directors and the Class III Directors have one and two years,
respectively, remaining in their terms of office and accordingly are not
standing for re-election at the 1994 Annual Meeting of Shareholders. All
nominees are presently members of the Board.
Proxies in the form enclosed herewith will be voted at the meeting for the
election of the three nominees named below unless otherwise specified. Although
the management does not contemplate that any of such nominees will be
unavailable for election, if a vacancy in the slate of nominees should occur, it
is presently intended that the proxies will be voted for such other person as
the Board may recommend. All Directors have served continuously as such from the
year stated.
Information regarding the Directors and the nominees for election as Class I
Directors is as follows:
CLASS I DIRECTORS -- STANDING FOR ELECTION
<TABLE>
<CAPTION>
YEAR SHARES AND
FIRST PERCENT
PRINCIPAL OCCUPATION BECAME OF COMMON STOCK
NAME DURING THE PAST 5 YEARS DIRECTOR OWNED (A)
- ------------------------- --------------------------- -------- -----------------
<S> <C> <C> <C>
Albert R. Mugel Partner of law firm of 1968 None(b)
Age 76 Jaeckle, Fleischmann &
Mugel
A. Neville Procter Retired Chairman and 1976 500(c)
Age 71 President of Dunlop North
America, Inc.
Paul A. Schoellkopf Chairman of the Board of 1950 400(c)
Age 77 Directors of Niagara Share
Corporation; Director
Emeritus of US Air Group
Inc.
</TABLE>
2
<PAGE>
CLASS II DIRECTORS -- TERMS EXPIRE IN 1995
<TABLE>
<CAPTION>
YEAR
FIRST SHARES AND PERCENT
PRINCIPAL OCCUPATIONS BECAME OF COMMON STOCK
NAME DURING THE PAST 5 YEARS DIRECTOR OWNED (A)
- --------------------------- --------------------------- --------- -------------------
<S> <C> <C> <C>
Christopher T. Dunstan Vice Chairman since 1992, 1992 3,169(c)
Age 38 Senior Vice President and
Chief Financial Officer
since 1989; Vice President
Finance for North America
Operations and Corporate
Treasurer of Schlegel
Corporation prior thereto
J. Walter Frey Retired; Senior Vice 1980 1,081(b)(c)
Age 67 President (1988 to 1989)
Vice President and
Secretary (1985 to 1989)
of the Corporation
William F. Milliken, Jr. President of Milliken 1963 200(c)
Age 83 Research Associates,
Inc.(engineering
consulting firm)
</TABLE>
3
<PAGE>
CLASS III DIRECTORS -- TERMS EXPIRE IN 1996
<TABLE>
<CAPTION>
YEAR
FIRST SHARE AND PERCENT
PRINCIPAL OCCUPATIONS BECAME OF COMMON STOCK
NAME DURING THE PAST 5 YEARS DIRECTOR OWNED (A)
- -------------------------- --------------------------- --------- --------------------
<S> <C> <C> <C>
Randolph A. Marks Retired; Former Chairman of 1989 1,500(c)
Age 58 the Board of Directors of
American Brass Co.;
Director of Merchants
Group, Inc., Pratt &
Lambert, Inc. and Computer
Task Group, Inc.
William Rollo Retired President, Vice 1989 625(c)
Age 67 President and General
Manager of Automotive
Division of Briggs &
Stratton Corporation
Richard L. Wolf Chairman, President and 1980 19,601(1.1%)(d)
Age 58 Chief Executive Officer of
the Corporation; President
and Chief Operating
Officer of the Corporation
(1985 to 1989); Director
of Fiamm Technologies,
Inc. and member of Chase
Manhattan Bank Upstate
Advisory Board
<FN>
- ------------------------
(a) Unless otherwise indicated, individuals have sole voting and sole
investment power of shares listed opposite their names.
(b) Does not include 319,260 shares of Common Stock owned by the John R.
Oishei Appreciation Charitable Trust, of which Messrs. Frey and Mugel are
Trustees. Under the prohibitions of the 1969 Tax Reform Act, Mr. Frey
cannot increase his existing ownership of the Corporation's Common Stock
and Mr. Mugel cannot acquire any shares of the Corporation's Common Stock
without adversely impacting this Trust.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
(c) Represents ownership of less than 1% outstanding Common Stock.
(d) Does not include 51,087 shares owned by a Trust created under the Last
Will and Testament of R. John Oshei, of which Mr. Wolf is co-trustee.
</TABLE>
The Board of Directors held four meetings during 1993. Each Director of the
Corporation attended at least 75% of the aggregate of (i) all meetings of the
Board and (ii) all meetings of committees of the Board of which he was a member.
The Audit Committee of the Board is composed of Messrs. Schoellkopf, Frey
and Marks. The Committee held three meetings during 1993. The Committee reviews
the scope and results of the audit activities of the independent accountants,
significant proposed changes in accounting principles or practices, the
financial reports of the Company and the compensation and general performance of
the Company's public accountants.
The Compensation Committee of the board is composed of Messrs. Procter,
Milliken and Marks. The Committee held two meetings during 1993. The functions
of this Committee include the review and approval of compensation of employees
above a certain salary level, preparation of recommendations to the Board on the
compensation of employee-directors and administration of the Trico Products
Corporation 1990 Incentive Plan.
The Executive Committee of the board is composed of Messrs. Mugel, Procter,
Schoellkopf, Rollo and Wolf. The Executive Committee has the powers of the Board
in directing the management of the Corporation except as limited by law.
Nominees for election as Director are selected by the Executive Committee. The
Committee held nine meetings during 1993.
Directors other than employees of the Corporation receive an annual retainer
of $10,000 plus $500 for each regular, special or committee meeting attended.
The law firm of Jaeckle, Fleischmann & Mugel, of which Mr. Mugel is a
partner, performed legal services for the Corporation during 1993 and will
perform such services in the current fiscal year.
5
<PAGE>
EXECUTIVE OFFICERS
Executive Officers of the Corporation are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION HELD AND YEAR APPOINTED
- ------------------------- --- ------------------------------------------------------
<S> <C> <C>
Richard L. Wolf 58 President -- 1985, Chief Executive Officer -- 1989
Christopher T. Dunstan 38 Vice Chairman -- 1992, Senior Vice President Finance
and Administration and Chief Financial Officer --
1991, Vice President Finance and Chief Financial
Officer -- 1989
Emrys G. Thomas 51 Managing Director Trico Folberth Limited -- 1989
Donald R. Fletcher 43 Vice President -- 1992
Richard N. Hiss 58 Vice President -- Original Equipment Sales -- 1991
Dennis J. Petrus 46 Vice President -- 1992
Glenn H. Winkles 47 Vice President -- Aftermarket Sales -- 1989
</TABLE>
Richard L. Wolf and Glenn H. Winkles have been employed by the Corporation
for more than five years.
Mr. Dunstan was hired and appointed Vice President -- Finance and Chief
Financial Officer in 1989 and is presently Vice Chairman, Senior Vice President
Finance and Administration and Chief Financial Officer. Prior to his employment
by the Corporation, Mr. Dunstan, a Certified Public Accountant, was employed for
a number of years by Schlegel Corporation, most recently as Vice President --
Finance for North American Operations and Corporate Treasurer. Schlegel
manufactured and sold to the automotive, building and office equipment
industries with sales of over $300 million.
Mr. Thomas was hired in 1989 as the Managing Director of Trico Ltd., the
Corporation's subsidiary in the United Kingdom. Prior to employment by the
Corporation, Mr. Thomas held positions in top management with Fram Europe, Ltd.
and TRW Cam Gears Ltd., which are European manufacturers of components for the
automotive industry.
Mr. Fletcher became Vice President in 1992. Prior to that, he was director
of Corporate Quality Assurance. Before joining the Corporation in 1990, Mr.
Fletcher was Plant Manager with Alliance Metal Stamping.
Mr. Hiss joined the Corporation as Vice President -- Original Equipment
Sales in 1991. Prior to joining the Corporation, he was Director of Marketing,
Planning and Operations for Associated Spring/Barnes Group, Inc.
Mr. Petrus became employed by the Corporation in 1989 and has been Director
of Manufacturing Engineering, and Director of Product Engineering before being
appointed to his present position. Before joining the Corporation, he was
Manufacturing Engineer Manager employed by General Motors Corporation.
6
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The Corporation had outstanding 1,872,212 shares of Common Stock at the
close of business on the record date of April 8, 1994, each of which entitles
the holder thereof to one vote. Information regarding certain beneficial owners
of Common Stock of the Corporation as of March 1, 1994, is as follows:
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS OF AMOUNT AND NATURE OF OF
BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OWNERSHIP
- ------------------------------------ ------------------------------------ ------------
<S> <C> <C>
Raymond A. Deibel, Carl E. Larson, 319,260 shares owned indirectly as 17%
Albert R. Mugel, Rupert Warren and trustees with shared voting and
J. Walter Frey Trustees of the John investment power
R. Oishei Appreciation Charitable
Trust
817 Washington Street
Buffalo, New York 14203
Rupert Warren 17,320 shares owned directly and 8%
817 Washington Street 126,992 owned indirectly as trustee
Buffalo, New York 14203 with sole voting and investment
power (a)
Rupert Warren and Carl E. Larson, as 150,924 shares owned indirectly as 8%
Officers and Directors of the Julia officers and directors with shared
R. & Estelle L. Foundation, voting and investment power
Incorporated
817 Washington Street
Buffalo, New York 14203
Peter Cundill & Associates (Bermuda) 245,900 shares owned indirectly of 13%
Ltd. which 210,000 have shared voting
15 Alton Hill power, of which 185,000 have sole
Southampton SN 01 investment power and 60,900 have
Bermuda shared investment power
Directors and officers of the Corporation as a group beneficially owned 29,644
shares of Common Stock of the Corporation (1.6% thereof) at March 1, 1994.
<FN>
- ------------------------
(a) Does not include 319,260 shares owned by the John R. Oishei Appreciation
Charitable Trust or 150,924 shares owned by the Julia R. & Estelle L.
Foundation, Incorporated, of which Mr. Warren is a trustee and a Member,
Officer and Director, respectively.
</TABLE>
7
<PAGE>
The ownership of shares by the executive officers of the Corporation listed
in the Summary Compensation Table (other than Messrs. Wolf and Dunstan, whose
ownership is disclosed above) who own shares as of March 1, 1994 is as follows:
Richard N. Hiss -- 1,568 shares; and Donald R. Fletcher -- 1,000 shares.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table contains information concerning the annual and long-term
compensation for the years ended December 31, 1993, 1992 and 1991 of those
persons who were, at December 31, 1993, (i) the chief executive officer and (ii)
the other four most highly compensated executive officers of the Corporation
(the "Named Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
------------------------------------ COMPENSATION
ALL ---------------
OTHER AWARDS
NAME AND PRINCIPAL COMPEN- OPTIONS/
POSITION YEAR SALARY BONUS SATION (1) SARS (2)
- ------------------------------- --------- ---------- ----------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Richard L. Wolf 1993 $ 239,549 -0- $ 2,352 7,000
Chairman, Chief Executive 1992 225,000 -0- 1,688 -0-
Officer 1991 225,000 -0- -- -0-
Christopher T. Dunstan 1993 $ 159,480 -0- 2,983 5,000
Vice Chairman, Senior Vice 1992 130,000 -0- 1,300 -0-
President and Chief Financial 1991 134,812 -0- -- -0-
Officer
Richard N. Hiss 1993 $ 136,877 -0- 1,416 2,400
Vice President -- Original 1992 128,291 -0- 1,073 -0-
Equipment Sales 1991 59,531 -0- -- -0-
Donald R. Fletcher 1993 $ 124,476 -0- 908 3,500
Vice President 1992 98,234 -0- 871 -0-
1991 69,343 -0- -- -0-
Emrys G. Thomas 1993 $ 116,120 -0- 18,716 -0-
Managing Director -- Trico Ltd. 1992 136,005 -0- 21,362 -0-
1991 133,528 -0- 20,593 -0-
<FN>
- ------------------------
(1) Under a transition provision of the Securities and Exchange Commission's
new disclosure rules, only 1992 and 1993 amounts are disclosed under this
heading. With respect to all Named Officers except Mr. Thomas, this amount
represents the Corporation's contributions to the Trico Retirement Income
Plan for the benefit of the Named Officer.
(2) Granted under the Trico Products Corporation 1990 Incentive Plan.
</TABLE>
8
<PAGE>
OPTION EXERCISES AND FISCAL YEAR END VALUES. Shown below is information
with respect to the unexercised options to purchase and stock appreciation
rights (SARs) with respect to the Corporation's Common Stock. Valuations are
based upon the December 31, 1993 closing price for Common Stock of $27 per
share. None of the Named Officers exercised any options during the year ended
December 31, 1993.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS AT
AT FY-END FY-END
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
- -------------------------------------------- -------------- ---------------
<S> <C> <C>
Richard L. Wolf 58,800/5,600 $2,450/$9,800
Christopher T. Dunstan 23,800/4,000 $1,750/$7,000
Richard N. Hiss 480/1,920 $840/$3,360
Donald R. Fletcher 1,700/2,800 $1,225/$4,900
Emrys G. Thomas 19,680/0 $0/0
</TABLE>
OPTION GRANTS. The following table gives information regarding options
granted to the Named Officers during 1993.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS/SARS
GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#)(1) FISCAL YEAR ($/SH) DATE $(2)
- ------------------------ --------------- --------------- ----------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
Richard L. Wolf 7,000 10.7% $ 25.25 4/7/03 $ 102,970
Christopher T. Dunstan 5,000 7.6% 25.25 4/7/03 73,550
Richard H. Hiss 2,400 3.7% 25.25 4/7/03 35,304
Donald R. Fletcher 3,500 5.4% 25.25 4/7/03 51,485
<FN>
- ------------------------
(1) Each option becomes exercisable with respect to 20% of the shares subject
thereto on each of October 15, 1993, 1994, 1995, 1996 and 1997.
(2) The present value of options granted has been reported using the Black-
Scholes option pricing model. These values assume: grant date -- April 8,
1993; exercise price -- $25.25; assumed exercise date -- April 7, 2003;
risk
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
free rate of return -- 6.8%; and volatility assumption -- 30.2%. This
valuation assumes that the Named Officer will exercise the option
immediately before it expires, and an officer who exercises an option
prior thereto will realize less value.
</TABLE>
PENSION PLAN. The Company maintains a plan to provide pension benefits to
officers upon retirement. Pension benefits for officers are determined as the
sum of the accrued benefit as of December 31, 1988, plus the sum of annual
accruals for each year thereafter. For each year of credited service after 1988
a participant accrues a benefit equal to 1 percent of the participant's
compensation for the year plus 0.5 percent of the amount by which the
participant's compensation for the year exceeds the participant's Social
Security covered compensation (which is the average of the Social Security
taxable wage bases in effect and projected for each calendar year in the 35-year
period ending with the year in which the participant will reach Social Security
retirement age). A participant's December 31, 1988 accrued benefit was
determined under the following formula: (i) 1.5 percent of the participant's
average annual base salary for the five highest consecutive years during the ten
year period ended December 31, 1988, less 1.5 percent of the participant's
anticipated Social Security primary insurance amount; multiplied by (ii) the
number of the participant's years of credited service through December 31, 1988.
The benefits payable under the plan in the form of a single life annuity upon
normal retirement at age 65 would be $63,200, $59,500, $18,200 and $38,200 for
Messrs. Wolf, Dunstan, Hiss and Fletcher, respectively, assuming these employees
remained with the Company through normal retirement age at their current rate of
compensation. Mr. Thomas is not covered by the plan but does receive a
contribution from the Company for his personal pension plan in the United
Kingdom.
EMPLOYMENT AGREEMENTS. Messrs. Wolf and Dunstan serve pursuant to
Employment Agreements that expire on December 31, 1996, Mr. Thomas and Mr.
Fletcher have employment agreements expiring December 31, 1995 and Mr. Hiss has
an employment agreement expiring on July 31, 1996. These agreements provide for
base salaries of $216,000 for Mr. Wolf, $157,500 for Mr. Dunstan, $130,000 for
Mr. Fletcher, approximately $116,000 for Mr. Thomas (at present exchange rates)
and $108,000 for Mr. Hiss.
COMPENSATION COMMITTEE REPORT. The Corporation maintains a Compensation
Committee composed entirely of independent, outside directors. The Compensation
Committee has established a compensation program for senior officers of the
Corporation that is composed of three components: basic salary compensation;
cash incentive compensation to reward senior officers for their and the
Corporation's yearly performance; and stock based compensation for long-term
incentive.
10
<PAGE>
The Compensation Committee set basic compensation for senior executives at a
level it believes that is necessary to attract and retain highly-qualified
executives to lead the Company. In determining the appropriate level of basic
compensation for Mr. Wolf, the Corporation's chief executive officer, and the
other persons named in the Summary Compensation Table, the Compensation
Committee engaged an independent compensation consultant to determine the median
salary levels for senior executives in various positions in other companies in
the automotive parts and accessories business. Based upon this report and the
individual officer's level of responsibility, the Compensation Committee set the
1993 salary levels for Mr. Wolf and the other persons named in the Summary
Compensation Table at the amounts set forth in the "salary" column of the
Summary Compensation table. The survey performed by the independent consultant
showed that the Corporation's level of basic compensation for all senior
officers was below the median for the automotive parts and accessories business,
ranging from 70 to 75% of the median for the chief executive officer and the
chief financial officer to upwards 90% of median for others. Although basic
compensation is not primarily performance based, after the Corporation sustained
operating losses during 1993, Messrs. Wolf, Dunstan, Fletcher and Hiss, the
Corporation's four most highly domestic compensated executive officers, agreed
to take 10% cuts in basic compensation effective on March 1, 1994.
The Compensation Committee implemented a Critical Success Factors Management
Incentive Plan for 1993. Under this plan, each senior officer will be evaluated
with respect to the Corporation's goals and objectives and that executive's
performance in helping the Corporation achieve those goals. These goals include
primarily the maximization of shareholder value, as well as ancillary goals of
customer satisfaction, competitiveness, corporate excellence, employee morale
and corporate social responsibility. The plan required that the Corporation
achieve certain financial performance goals (70% of the Corporation's projection
for 1993 financial performance) before any bonus awards could be paid to Mr.
Wolf or the other persons named in the Summary Compensation Table. These
financial performance criteria were not achieved in 1993, and no bonuses were
paid to Mr. Wolf and the other persons named in the Summary Compensation Table
with respect to 1993. However, in the event that the performance goals were met,
an individual officer would be entitled to a bonus only to the extent that
officer had met his personal goals. Accordingly, the Compensation Committee
believes that this type of plan promotes the interests of shareholders by
providing incentive compensation to senior management based upon the
Corporation's and each senior officer's performance.
The Compensation Committee also believes that stock based compensation
awards increase executive's motivation and interest in the Corporation's
long-term success as measured by the price of the Corporation's shares. The
Compensation
11
<PAGE>
Committee endorses the position that ownership of stock and stock based
performance compensation arrangements are beneficial in aligning management's
and shareholders' interests. In 1993, the Compensation Committee made grants of
stock options to senior management in order to give them further incentive to
increase shareholder value. The Compensation Committee granted options to
purchase 17,900 shares to the persons named in the Summary Compensation Table.
The relative number of option shares granted to an individual was based upon
that person's base compensation. The Board also adopted in 1993, a policy
stating that certain officers designated by the Board (including those in the
Summary Compensation Table) should acquire an amount of the Corporation's shares
with a value in the range of the officer's annual basic compensation. The Board
also adopted a program to provide those officers with financing to purchase the
Corporation's shares. The Compensation Committee believes that this policy and
program will further encourage the Company's executives to manage the Company in
the best interest of the shareholders and to maximize shareholder value.
The Compensation Committee also has considered the potential effects on the
Corporation of the limitations on deductibility of executive compensation in
excess of $1,000,000 for an individual imposed by the Revenue Reconciliation Act
of 1993, and based upon the current levels of executive compensation, the
Committee does not believe that this limitation will have any impact on the
Corporation.
A. NEVILLE PROCTER
WILLIAM F. MILLIKEN, JR.
RANDOLPH A. MARKS
12
<PAGE>
PERFORMANCE COMPARISON
Set forth below is a line graph comparing the percentage change in the
cumulative return to the shareholders on the Corporation's Common Stock against
the cumulative return of Standard & Poor's 500 and a peer group index for the
last five years. The peer group index was prepared by the Company in good faith
in accordance with the rules of the Securities and Exchange Commission using the
following issuers who are engaged in similar lines of business: Mascotech, Inc.,
Standard Products Company, Lifetime Products, Inc., Douglas & Lomason Company
and Simpson Industries, Inc.
[GRAPHIC]
INDEPENDENT PUBLIC ACCOUNTANTS
Price Waterhouse has been the Corporation's independent public accountant
for many years. The Board has approved this firm to be the Corporation's
independent public accountants for the fiscal year ending December 31, 1994.
Representatives of Price Waterhouse will be present at the meeting, will have an
opportunity to make statements if they desire and will be available to respond
to appropriate questions.
FORM 10-K
Upon written request to Mr. Ernest J. Norman, Secretary, Trico Products
Corporation, 817 Washington Street, Buffalo, New York 14203, the Corporation
will furnish to shareholders of record as of April 8, 1994, without charge, a
copy of its Form 10-K annual report as filed with the Securities and Exchange
Commission.
13
<PAGE>
SHAREHOLDERS PROPOSALS
Shareholder proposals intended to be presented at the 1995 Annual Meeting of
Shareholders should be sent to the Secretary of the Corporation at 817
Washington Street, Buffalo, New York and must be received by December 21, 1994.
By Order of the Board of Directors
Ernest J. Norman
SECRETARY
14
<PAGE>
TRICO PRODUCTS CORPORATION
817 WASHINGTON STREET
BUFFALO, NEW YORK 14203
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard L. Wolf and Christopher T. Dunstan and
each or either of them, Proxies for the undersigned, with full power of
substitution, to vote all shares of Common Stock, no par value, of Trico
Products Corporation (the "Corporation") which the undersigned would be entitled
to vote at the Annual Meeting of Stockholders to be held on Friday, May 20,
1994, at 817 Washington Street, Buffalo, New York, at 2:00 p.m., Buffalo time,
or any adjournments thereof, and directs that the shares be represented by this
Proxy shall be voted as indicated below:
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK
WITHHOLD AUTHORITY to vote for all nominees listed below
FOR all nominees listed below (except as marked to the contrary below)
1. ELECTION OF DIRECTORS
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through his name in the list below:
Albert R. Mugel; A. Neville Procter; and Paul A. Schoellkopf
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. THE BOARD OF DIRECTORS FAVORS A VOTE FOR PROPOSAL 1. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR PROPOSAL 1.
Please date and sign name exactly as it appears and return this proxy promptly
in the enclosed envelope, which requires no postage if mailed in the United
States.
Dated , 1994
--------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature
- --------------------------------------------------------------------------------
Signature
Joint owners should each sign. Executors, administrators, trustees, guardians
and corporate officers should give title.
