SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities and 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 240.14a-11(c) or 240.14a-12
TRANSTECH INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)
(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:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
TRANSTECH INDUSTRIES, INC.
200 Centennial Avenue, Suite 202
Piscataway, New Jersey 08854
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 29, 2000
November 30, 2000
To the Stockholders of Transtech Industries, Inc.:
You are cordially invited to attend the Annual Meeting of
Stockholders (the "Meeting") of Transtech Industries, Inc. (the
"Company") to be held on Friday, December 29, 2000 at 10:00 a.m. at
the Four Points Barcelo Hotel, 21 Kingsbridge Road, Piscataway, New
Jersey, telephone number (732) 980-0400, for the following
purposes:
1. to elect a board of three directors to serve until their
successors are elected and qualify;
2. to ratify the appointment of Briggs, Bunting &
Dougherty,LLP, independent certified public accountants, as the
Company's auditors for the year ending December 31, 2000; and
3. to transact such other business as may properly come before
the Meeting or any adjournment thereof.
Only stockholders of record as of the close of business on
November 24, 2000 will be entitled to notice of and to vote at the
Meeting.
Whether or not you plan to be present at the Meeting, PLEASE
COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY, AS PROMPTLY AS
POSSIBLE, so that your shares may be represented at the Meeting.
The proxy, which is being solicited on behalf of the Board of
Directors, is revocable and will not affect your right to vote in
person in the event you attend the Meeting.
By Order of the Board of Directors
Andrew J. Mayer, Jr.
Vice President-Finance, Chief Financial
Officer and Secretary
TRANSTECH INDUSTRIES, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 29, 2000 AT 10:00 A.M. AT THE
FOUR POINTS BARCELO HOTEL, 21 KINGSBRIDGE ROAD,
PISCATAWAY, NEW JERSEY
(732) 980-0400
This Proxy Statement is furnished to holders of Common Stock,
$.50 par value (the "Common Stock"), of Transtech Industries, Inc.,
a Delaware corporation (the "Company"), in connection with the
solicitation, by and on behalf of the Board of Directors of the
Company, of proxies to be used at the Annual Meeting of
Stockholders to be held on December 29, 2000 or at any adjournment
thereof (the "Meeting").
The Board of Directors has fixed the close of business on
November 24, 2000 as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting.
This Proxy Statement will be mailed on or about November 30, 2000
to stockholders determined as set forth above.
The Annual Report to Stockholders for the fiscal year ended
December 31, 1999 ("Fiscal Year 1999"), including financial
statements, and the Company's filing on Form 10-QSB for the
quarterly period ended September 30, 2000, are being mailed to each
stockholder of record simultaneously herewith.
All the voting power of the Company is vested in the Common
Stock. As of the close of business on November 24, 2000, 2,829,190
shares of the Company's Common Stock were outstanding (which figure
excludes 1,885,750 treasury shares which are not outstanding and
are not eligible to vote). Each outstanding share of Common Stock
is entitled to one vote on each matter submitted to a vote at the
Meeting. Disapproval, abstention or any other indication of a non-
vote on a proposal is not counted as a consent to such proposal.
With respect to the election of directors, persons receiving a
plurality of the votes cast will be elected.
The giving of a proxy pursuant to this solicitation does not
affect a stockholder's right to vote in person at the Meeting. The
proxy may be revoked at any time before it is exercised, in which
event it is desirable, although not required, that written notice
of revocation be filed with the Secretary. The principal executive
offices of the Company are located at 200 Centennial Avenue, Suite
202, Piscataway, New Jersey 08854, telephone number (732) 981-0777.
If the enclosed proxy is properly executed and returned in the
enclosed self-addressed stamped envelope, all shares represented
thereby will be voted in the manner specified.
Should any other matters come before the Meeting, the proxy
will be voted in accordance with the best judgment of the
proxyholders. At this time, the Board of Directors knows of no
matters other than those identified herein which will be presented
at the Meeting.
The cost of the solicitation of these proxies by the Board of
Directors will be borne by the Company. It is expected that
solicitation will be primarily by mail, but employees or
representatives of the Company may also solicit by telephone,
telecopy or in person without additional compensation.
The Company has requested brokers, banks and trust companies
to forward proxy materials to beneficial owners of stock. The
Company will reimburse such entities for the expenses incurred in
connection with this process.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the close of business on November 24, 2000, the Company
has issued and outstanding 2,829,190 shares of Common Stock, which
figure excludes 1,885,750 shares owned by the Company which are not
outstanding and are not eligible to vote.
Set forth below is a table showing, as of March 21, 2000, the
number of shares of Common Stock owned beneficially by:
(1) each person known by the Company to be the beneficial
owner of more than 5% of the outstanding shares of such Common
Stock;
(2) each director of the Company;
(3) the chief executive officer of the Company (the "Chief
Executive Officer");
(4) the most highly compensated executive officers of the
Company (other than the Chief Executive Officer) whose total annual
salary and bonus exceeds $100,000 (the "Named Executive Officer");
and
(5) all officers and directors of the Company as a group.
Unless otherwise specified, the persons named in the table
below and footnotes thereto have the sole right to vote and dispose
of their respective shares.
Name and Address of
Beneficial Owner and Number of Shares Percentage
Identity of Group Owned of Class
Herzog, Heine & Geduld 340,150 (a) 12.0%
525 Washington Blvd.
Jersey City, NJ 07310
Roger T. Mahan 325,435 (b),(e) 11.5%
47 McGregor Avenue
Mt. Arlington, NJ 07856
Nancy M. Ernst 320,775 (b),(c),(e) 11.4%
2229 Washington Valley Rd.
Martinsville, NJ 08836
Gary A. Mahan 310,601 (b),(d),(e) 11.0%
53 Cross Road
Basking Ridge, NJ 07920
Robert V. Silva 79,966 (f) 2.8%
200 Centennial Avenue
Piscataway, NJ 08854
Arthur C. Holdsworth, III 3,200 .1%
200 Centennial Avenue
Piscataway, NJ 08854
Andrew J. Mayer, Jr. 5,900 (g) .2%
200 Centennial Avenue
Piscataway, NJ 08854
All executive officers 89,066 (h) 13.8%
and directors as a group
(5 in group)
(a) Includes 28,200 shares owned by customers of this firm.
(b) Roger T. Mahan, Nancy M. Ernst and Gary A. Mahan are the
children of Marvin H. Mahan, a former officer and director, and
former principal shareholder of the Company, and his wife, Ingrid
T. Mahan. Marvin H. and Ingrid T. Mahan disclaim beneficial
ownership of the shares owned by their children.
(c) Includes 8,600 shares owned by Nancy M. Ernst's husband,
Kenneth A. Ernst, and 18,200 shares owned by their minor children.
Mr. Ernst was a director of the Company from June 1987 through
April 1994.
(d) Includes 8,600 shares owned by Gary A. Mahan's wife,
Elizabeth Mahan, and 8,600 shares owned by their minor child.
(e) Members of the Mahan family, consisting of Roger T. Mahan,
Nancy M. Ernst and Gary A. Mahan, their spouses and children and
their parents, Marvin H. Mahan and Ingrid T. Mahan, own 967,911
shares of Common Stock, which represent approximately 34% of the
shares outstanding. In addition, Ingrid T. Mahan is executrix of
the estate of Arthur Tang, which owns an additional 32,750 shares
of such common stock.
(f) Includes incentive options to purchase 50,000 shares at
$0.75 per share, all of which are presently exercisable, and 6,822
shares held in the Company's 401K plan.
(g) Includes incentive options to purchase 5,000 shares at
$0.438 per share, all of which are presently exercisable.
(h) Includes incentive options to purchase 55,000 shares held
by two officers of the Company, all of which are presently
exercisable.
COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors
and greater than ten-percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a)
forms they file. Based solely on a review of the copies of such
forms furnished to the Company, or written representations that no
Forms 5 were required, the Company believes that during the
Company's fiscal year ending December 31, 1999 all Section 16(a)
filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were complied with,
except for the late filing of a report on Form 4 as to one
transaction completed by Robert V. Silva.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors has fixed the number of directors who
will serve until the next Annual Meeting of Stockholders at three.
All three nominees are presently members of the Board, having been
elected to the Board at the Annual Meeting of Stockholders held on
June 26, 1997.
At the Meeting, three directors will be elected to hold office
in accordance with the by-laws until the next Annual Meeting of
Stockholders and until their successors are duly elected and
qualified.
IT IS INTENDED THAT PROXIES IN THE ACCOMPANYING FORM WHICH DO
NOT WITHHOLD AUTHORITY TO VOTE FOR DIRECTORS WILL BE VOTED FOR THE
ELECTION OF THE PERSONS WHOSE NAMES ARE LISTED BELOW.
If any of these nominees should not be candidates for the
office of director at the Meeting, the proxies will be voted in
favor of the remainder of those named, and may be voted for
substitute nominees in place of those who are not candidates. The
Board of Directors does not expect that any of these nominees will
fail to be candidates at the Meeting, and therefore does not have
in mind any substitute for any nominee. The information below
concerning the nominees has been furnished to the Company by the
individuals named.
Robert V. Silva (57) - President and Chief Executive Officer
and a director of the Company from April 1991 and Chairman of the
Board of Directors from November 1991. Mr. Silva served as a
consultant to the Company from December 1990 until his appointment
in April 1991 as an officer of the Company. Mr. Silva was employed
from September 1987 to December 1990 as Executive Vice President of
Kenmare Capital Corp. ("Kenmare"), an investment firm, and provided
financial and management consulting services to companies acquired
by Kenmare's affiliates. In connection with such financial and
management services, Mr. Silva served as Vice President and a
Director of Old American Holdings, Inc. and its subsidiary from
1988 to 1990, and Vice President and a Director of Compact Video
Group, Inc. and its subsidiaries from 1988 to 1991 and of Manhattan
Transfer/Edit, Inc. from 1989 to 1991. Mr. Silva also served as a
Director of General Textiles from 1989 to 1991. From June 1985 to
September 1987, Mr. Silva served as Vice President of, and provided
management consulting services to, The Thompson Company, a private
investment firm controlled by the Thompson family of Dallas, Texas.
Mr. Silva served as Chairman and Chief Executive Officer of Hunt
Valve Company, Inc., a former subsidiary of the Company, from March
1, 1996 to his resignation effective January 1, 1997, and as a
Director of Hunt from March 1996 to August 1998. Mr. Silva also
served as Vice President and a Director of ValveCo Inc., the entity
which acquired Hunt, from October 10, 1995 to his resignation
effective January 1, 1997, and was a stockholder in ValveCo Inc.
from March 1, 1996 through August 1998. From September 1996 to
February 14, 1997, Mr. Silva served as a Director of Hunt's
subsidiary, Hunt SECO Engineering, Ltd. and its subsidiaries. Mr.
Silva is also the principal of Robert V. Silva and Company, LLC.,
a private investment firm. Mr. Silva served as Chairman and Chief
Executive Officer of Fab-Tech Industries of Brevard, Inc. from
September 1998 through November 1, 2000 and March 31, 2000,
respectively. He continues to serve as a Director of Fab-Tech.
Mr. Silva also serves as a Director of Indesco International, Inc.
since October 2000. Mr. Silva's former wife is the sister-in-law
of Gary Mahan, the son of Marvin H. Mahan and Ingrid T. Mahan.
Arthur C. Holdsworth, III (53) - A director of the Company
since 1988. Since June 1999, Mr. Holdsworth has been General Sales
Manager at the Tilcon NJ Division of Tilcon NY, Inc. From August
1991 through June 1999 Mr. Holdsworth was Vice President of Sales
at Millington Quarry, Inc. Prior to that and from 1977, Mr.
Holdsworth was General Manager of Dallenbach Sand Co., Inc.
Members of the Mahan family own Millington Quarry, Inc. and
previously owned Dallenbach Sand Co, Inc.
Andrew J. Mayer, Jr. (45) - Vice President-Finance and Chief
Financial Officer of the Company from November 1991 and a director
of the Company from December 1991 and, from April 1992, Secretary
of the Company. From 1988 to November 1991, Mr. Mayer served as
Vice President, Secretary and Treasurer of Kenmare. In connection
with management and financial services provided by Kenmare, Mr.
Mayer served in a variety of capacities for the following
companies: Old American Holdings, Inc. and its subsidiary from
1988 to 1991; The Shannon Group, Inc. and its subsidiaries from
1988 to 1990; Detroit Tool Group, Inc. and its subsidiaries from
1989 to 1990; Compact Video Group, Inc. from 1988 to 1991;
Manhattan Transfer/Edit, Inc. from 1989 to 1991; and General
Textiles from 1989 to 1990. Mr. Mayer served as Executive Vice
President of Hunt Valve Company, Inc., a former subsidiary of the
Company from March 1, 1996, the date the Company sold Hunt, to his
resignation effective January 1, 1997. Mr. Mayer served as Vice
President - Chief Financial Officer of ValveCo Inc. from April 3,
1996 through his resignation effective January 1, 1997, and was a
stockholder in ValveCo Inc. from March 1, 1996 through August,
1998. From September 1996 to February 14, 1997, Mr. Mayer served
as a Director of Hunt's subsidiary, Hunt SECO Engineering, Ltd. and
its subsidiaries. Mr. Mayer is an investor, and serves in a
variety of capacities, in certain entities established by Robert V.
Silva & Company, LLC for private investment purposes. Mr Mayer
also served as a Director, Chief Financial Officer and Secretary of
Fab-Tech Industries of Brevard, Inc. from September 1998 through
November 1, 2000. He continues to serve as Executive Vice
President of Fab-Tech.
The Board of Directors held two meetings in 1999. All
directors attended all meetings. The Board of Directors at present
has no audit, compensation or nominating committees or committees
performing similar functions.
Shares represented by proxies received by the Board of
Directors will be voted for the election of the three nominees to
the Board of Directors unless the proxy contains a direction to the
contrary. Should any nominee not be a candidate at the date of the
Meeting (a situation which is not anticipated), proxies will be
voted for substitute nominees.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF THE THREE NOMINEES.
EXECUTIVE AND DIRECTOR COMPENSATION
Summary Compensation Table
The following table summarizes the compensation paid to or
earned by the Chief Executive Officer and the Named Executive
Officer in the years ending December 31, 1999, 1998 and 1997
("Fiscal 1999", "Fiscal 1998" and "Fiscal 1997", respectively) for
services rendered by them to the Company in all capacities during
such years. Both the Chief Executive Officer and the Named
Executive Officer were the only executive officers of the Company
whose total annual salary and bonus exceeded $100,000 and were
serving as executive officers of the Company at December 31, 1999.
Annual Compensation
Other
Name and
Annual
Principal Fiscal Compen-
Position Year Salary Bonus sation (a)
Robert V. Silva 1999 $157,332 $0 $1,573
President and Chief 1998 $157,332 $0 $1,570
Executive Officer 1997 $159,898 $77,500 $0
Andrew J. Mayer, Jr 1999 $136,000 $0 $1,360
Vice President- 1998 $136,000 $0 $1,360
Finance, Chief 1997 $135,792 $20,000 $994
Financial Officer
and Secretary
Long Term Compensation
Awards Payouts
Options/ Long-Term All
Name and Restricted Stock App- Incentive Other
Principal Fiscal Stock reciation Plan Compens-
Position Year Awards Rights Payouts ation(b)
Robert V. Silva 1999 0 0 0 0
President and Chief 1998 0 0 0 0
Executive Officer 1997 0 0 0 0
Andrew J. Mayer, Jr 1999 0 0 0 0
Vice President- 1998 0 0 0 0
Finance, Chief 1997 0 0 0 0
Financial Officer
and Secretary
(a) In each case, the amount shown as other annual compensation is
the Company's matching contributions to its 401(k) Plan on behalf of the
Chief Executive Officer and the Named Executive Officer during each of
Fiscal 1999, Fiscal 1998 and Fiscal 1997. In each of Fiscal 1999,
Fiscal 1998 and Fiscal 1997, the Company's 401(k) Plan provided for a
match equal to 50% of a participant's contribution to the plan in that
year, subject to a maximum of (i) 2% of compensation in that year or
(ii) applicable Internal Revenue Service limits.
(b) The aggregate value of all other perquisites granted the Chief
Executive Officer and the Named Execution Officer is less than 10% of
their respective salaries.
Stock Option Plans
The following table sets forth, with respect to grants of stock
options and stock appreciation rights ("SARs") to the Chief Executive
Officer and the Named Executive Officer during Fiscal 1999: (a) the
number of options granted; (b) the percent the grant represents of total
options granted to employees during Fiscal 1999; (c) the per-share
exercise price of the options granted; and (d) the expiration date of
the options.
OPTION/SAR GRANTS IN FISCAL 1999
% Of Total
Options/SARs*
Options/ Granted to Exercise Expir-
SARs* Employees in or Base ation
Name Granted (#) Fiscal Year Price ($/sh) Date
Robert V. Silva 0 N/A N/A N/A
Andrew J.Mayer, Jr 0 N/A N/A N/A
*No SARs have been issued by the Company.
The following table sets forth: (a) the number of shares received
and the aggregate dollar value realized in connection with each exercise
of outstanding stock options during Fiscal 1999 by the Chief Executive
Officer and the Named Executive Officer; (b) the total number of all
outstanding, unexercised options (separately identifying exercisable and
unexercisable options) held by such executive officers as of the end of
Fiscal 1999; and (c) the aggregate dollar value of all such unexercised
options that are in-the-money (i.e., options as to which the fair market
value of the underlying common stock of the Company that is subject to
the option exceeds the exercise price of the option), as of the end of
Fiscal Year 1999.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1999
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of
Unexercised
Options/SARs* at
Fiscal Year-End(#)
Shares Acquired Exercisable/
Name on Exercise (#) Value Realized($) Unexercisable
Robert V. Silva 0 N/A 50,000/0
Andrew J. Mayer, Jr. 0 N/A 5,000/0
Value of Unexercised
In-the-Money
Options/SARs* at
Fiscal Year-End($)
Exercisable/
Unexercisable
Robert V. Silva 0/0
Andrew J. Mayer, Jr. 0/0
* No SARs have been issued by the Company.
Compensation Of Directors
Directors of the Company who are not also employees are paid annual
directors' fees of $1,875 per calendar quarter, plus $500 for attending
each meeting of the board. Arthur C. Holdsworth, III earned fees of
$8,000 and $15,000(includes a bonus payment of $7,500) in Fiscal 1999
and Fiscal 1998, respectively.
RELATED PARTY TRANSACTIONS
In 1988, Marvin H. Mahan, a former officer and director, and former
principal shareholder of the Company, Inmar Associates, Inc. ("Inmar"),
a New Jersey corporation controlled by Marvin H. Mahan, and the Company
were sued in a civil action in the United States District Court for the
District of New Jersey entitled AT&T Technologies, Inc. et al. v.
Transtech Industries, Inc. et al. v. Allstate Insurance Company et al.
(the "AT&T Suit") by a group of generators of waste (the "AT&T Group")
alleging, among other things, that the primary responsibility for the
clean-up and remediation of a Carlstadt, New Jersey site operated by the
Company as a solvents recovery plant for a five year period ended in
1970 rests with the Company, Inmar and Marvin H. Mahan. Thereafter,
the Company and Inmar brought third-party actions against, among others,
the insurance companies which issued policies of comprehensive general
liability insurance to them and to another operator of the site now in
dissolution. Settlements with these insurers in 1995 resulted in
payments to Transtech, Inmar and Marvin H. Mahan of a total of $4.075
million which was applied to the Company's, Inmar's and Marvin H.
Mahan's liability to the AT&T Group. The Company believes that the
terms of the settlements are no less favorable to the Company than could
be obtained with non-affiliated parties.
In December 1989, the Company and Inmar agreed to share equally
certain expenses in connection with the AT&T Suit. As of December 31,
1992, the Company paid $514,000 towards such costs. Inmar has disputed
which items of expenses were to be shared. Further, in April 1991,
Marvin H. Mahan issued a demand upon the Company for reimbursement of
approximately $300,000 in costs which he incurred in connection with the
AT&T Suit. The dispute concerning the shared expenses and Marvin H.
Mahan's demand for reimbursement were subjects of the October 1998
settlement agreement with Inmar discussed below.
Pursuant to a December 1988 agreement with Tang Realty, Inc.
("Tang"), a corporation controlled by Marvin H. Mahan, in 1988, 1989
and 1990 the Company spent approximately $4.3 million for the
remediation of a Piscataway, New Jersey site owned by Tang. In October
1990, the Company determined that it would no longer continue to
contribute to the remediation of that site and in March 1991 the Company
made a demand upon Tang for reimbursement of the amounts it had expended
in connection with such remediation. In April 1991 Tang rejected the
demand for reimbursement and demanded the Company resume the
remediation. These demands are the subject of the October 1998
settlement agreement with Tang discussed below.
One of the Company's wholly-owned subsidiaries, Kin-Buc, Inc.
("Kin-Buc"), leased from Inmar approximately 50 acres of land upon which
a portion of the Kin-Buc landfill (the "Kin-Buc Landfill") is located.
This lease ran to July 1995. The annual base rent of $162,500 had been
waived by Inmar because the Kin-Buc Landfill was not operating. In
April 1991, Inmar demanded that, in accordance with certain provisions
of the Kin-Buc Lease, the Company indemnify Inmar and Marvin H. Mahan
against liability for remediation of the leased tract, and pay Inmar
$6.6 million in damages for loss of value of its adjoining property.
The claim for damages is the subject of the October 1998 settlement
agreement with Inmar discussed below.
In 1988, Kin-Buc paid $1,200,000 to Inmar for clay to be used for
the closure of the Kin-Buc Landfill. Under its agreement with Inmar,
the Company had a right to a refund of the purchase price of the clay if
it is unable to extract or use the clay. This matter is a subject of
the October 1998 settlement agreement discussed below.
Since Marvin H. Mahan's retirement from the Company, it has
provided Marvin H. Mahan the use of an automobile and contributed to
the expenses of maintaining an office for his use including secretarial
services. Such expenses totalled approximately $10,000 in both 1999 and
1998. In addition, the Company agreed to pay $40,000 in 1997 toward
legal fees incurred by Marvin H. Mahan with respect to litigation
related to the Kin-Buc Landfill and reimbursed an additional $68,000 of
such fees in 1998 pursuant to the October 1998 settlement agreement
discussed below.
The Company entered into negotiations with Inmar, Marvin H. Mahan
and Tang (collectively, the "Mahan Interests") toward a settlement of
disputes with the Company, namely, Inmar's demand for damages for loss
of value of property adjoining the Kin-Buc Landfill, the sharing of
legal expenses of the suit settled in 1995 pertaining to a site in
Carlstadt, New Jersey, and the reimbursement of remediation costs and
damages for loss of value at the Piscataway, New Jersey site owned by
Tang Realty. Negotiations also included the Mahan Interests' joining in
the December 1997 settlement of a derivative suit stemming from
litigation regarding the remediation of the Kin-Buc landfill, the
satisfaction of Kin-Buc's $1.1 million judgment against Inmar and the
Mahan Interests' cooperation in the prosecution of the suit against
Transtech's insurers. In October, 1998 the Company entered into an
agreement with the Mahan Interests which resolved such disputes and
assigned to the Company all of the Mahan Interests', and certain other
insured entities' affiliated with the Mahan Interests, rights as
insureds and claimants under the excess insurance policies now the
subject of litigation initiated by the Company. The Company agreed to
vacate Kin-Buc's judgment in exchange for $480,000 which was paid to the
Company from funds deposited with the Superior Court of New Jersey, and
to pay $200,000 for the aforementioned assignment of rights under the
insurance policies to be paid in two equal installments. The first
installment was paid when the Company received the $480,000 from the
Superior Court and the second installment is payable when the Company
receives payment for claims made against the insurance carriers. An
amount equal to the second installment was placed in escrow when the
funds were received from the Superior Court and is included in other
assets in the accompanying December 31, 1999 balance sheet. The Company
also agreed to indemnify Marvin H. Mahan for claims that may be made on
account of past actions he took in his role as an officer and director
of the Company and reimbursed Marvin H. Mahan $68,000 for a portion of
the Mahan Interests' legal fees related to the Kin-Buc litigation and
their efforts to release the funds held by the Superior Court. The
Mahan Interests and the Company exchanged releases from all other claims
each has made against the other.
On March 1, 1996, ValveCo Inc. ("ValveCo"), a Delaware corporation,
purchased 100% of the Hunt Valve Company, Inc. common stock owned by THV
Acquisition Corp, a wholly-owned subsidiary of the Company, representing
79.05% of the issued and outstanding Hunt common stock. The
stockholders of the Company approved such sale at a Special Meeting of
the Stockholders held during February, 1996. Fifteen percent of the
common stock issued by ValveCo was purchased by certain directors and
executive officers who are members of management of the Company and/or
Hunt, namely, Robert V. Silva (7.5%), David Huberfield (4%), Andrew J.
Mayer, Jr. (2%) and Gerald Bogner (1.5%) for $150,000. Such directors
and executive officers also obtained the right to acquire, for an
aggregate cost of $2.3 million, an additional 12.5% of ValveCo's common
stock pursuant to the exercise of performance and value-based options.
In addition, the aforementioned directors and executive officers of the
Company and Hunt were employed in various capacities by ValveCo and Hunt
after the sale. Mr. Silva resigned from his employment with ValveCo and
Hunt effective January 1, 1997, and as a director of Hunt in August
1998. Mr. Mayer also resigned from his employment with ValveCo and Hunt
effective January 1, 1997. These two directors and executive officers
of the Company sold their equity holdings in ValveCo in August 1998.
PROPOSAL TWO
RATIFICATION OF THE APPOINTMENT OF BRIGGS, BUNTING & DOUGHERTY,
LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
On September 26, 2000, Briggs, Bunting & Dougherty, LLP of
Philadelphia, Pennsylvania was engaged by the Company's Board of
Directors to serve as the Company's independent certified public
accountants for the year ending December 31, 2000. Proxies are being
solicited by management in favor of ratifying the appointment of Briggs,
Bunting & Dougherty, LLP. It is anticipated that representatives of
Briggs, Bunting & Dougherty, LLP will be present at the Annual Meeting
to respond to appropriate questions and to make a statement if such
representatives so desire. Briggs, Bunting & Dougherty, LLP has
performed audits of the Company's financial statements since 1997.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF RATIFYING THE APPOINTMENT OF
BRIGGS, BUNTING & DOUGHERTY, LLP.
RESULTS OF VOTING AT LAST ANNUAL MEETING OF STOCKHOLDERS
The last Annual Meeting of Stockholders was held on June 26,1997.
At that meeting, Robert V. Silva, Arthur C. Holdsworth, III and Andrew
J. Mayer, Jr. were elected directors of the Company by a vote of
1,813,409 or 64.1% of the shares of the Common Stock entitled to vote
thereon, and the appointment of Briggs, Bunting & Dougherty, LLP as the
Company's independent certified public accountants for the year ended
December 31, 1997 was ratified by a vote of 1,821,252 or 64.3% of the
shares of the Common Stock entitled to vote thereon.
POSSIBLE ADJOURNMENT
In the event the requisite vote to carry the matters before the
Meeting cannot be obtained as of the date set for the Meeting, it is the
intention of the Board of Directors, if it deems advisable to do so at
that time, to adjourn the Meeting to permit the solicitation of
additional proxies. Accordingly, the enclosed form of proxy authorizes
a vote in favor of adjournment.
STOCKHOLDER PROPOSALS
Stockholder proposals must be received by the Company by January
31, 2001 to be included in the proxy materials for the next Annual
Meeting of Stockholders, to the extent permitted by law.
OTHER MATTERS
Management knows of no other matters to be presented before the
Meeting other than those stated above. However, the enclosed proxy
gives discretionary authority to each proxyholder named therein should
any other matters be presented at the Meeting to take such action in
connection therewith as shall be in accordance with his best judgment.
FORM 10-KSB
The Company has filed an Annual Report on Form 10-KSB for the year
ended December 31, 1999 with the Securities and Exchange Commission. A
copy of the Annual Report on Form 10-KSB, including the financial
statements and financial statement schedules thereto, will be furnished
without charge to any stockholder sending a written request therefor to
Transtech Industries, Inc., 200 Centennial Avenue, Suite 202,
Piscataway, New Jersey 08854, Attention: Secretary.
TRANSTECH INDUSTRIES, INC.
200 Centennial Avenue, Suite 202
Piscataway, New Jersey 08854
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 29, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints ROBERT V. SILVA and ANDREW J.
MAYER, JR., or either of them, with power of substitution, as Proxies,
and hereby authorizes them to represent and to vote, as designated
below, all the shares of Common Stock of Transtech Industries, Inc. (the
"Company") held of record by the undersigned on November 24, 2000, at
the Annual Meeting of Stockholders to be held on December 29, 2000, at
10:00 a.m., local time, at the Four Points Barcelo Hotel, 21 Kingsbridge
Road, New Jersey or at any adjournment thereof.
PROPOSAL 1. To elect three (3) directors to serve until their
successors are duly elected and qualify.
FOR all nominees WITHHOLD authority to
listed below (except vote for all nominees
as marked to the listed below
contrary below)
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE LISTED BELOW, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE FOLLOWING LIST:
ROBERT V. SILVA
ARTHUR C. HOLDSWORTH, III
ANDREW J. MAYER, JR.
PROPOSAL 2. To ratify the appointment of Briggs, Bunting &
Dougherty, LLP as auditors for the Company for the year ending December
31, 2000.
FOR AGAINST ABSTAIN
(Continued and to be signed and dated on the reverse side)
When properly executed, this proxy 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.
Please sign exactly as your name appears on the label affixed
below. This label also shows the number of shares of Common Stock of
the Company held of record by you on November 24, 2000.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If
a corporation, please sign in corporate name by the
president or another authorized officer. If a
partnership, please sign in partnership name by an
authorized person. Joint tenants shall both sign.
Signature
Signature if held jointly
Dated: ________________________, 2000
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED SELF-ADDRESSED, STAMPED ENVELOPE.
IT IS IMPORTANT THAT YOU VOTE.