May 26, 1998
Dear Shareholders:
Enclosed are the annual report of Tridan Corp. for the fiscal year
ended April 30, 1998, and the proxy statement outlining the matters to be
voted upon at the June 16, 1998 shareholders' meeting.
For the fiscal year ended April 30, 1998, the Company's investment
income - net was approximately $.55 per share and net realized capital
gains were approximately $.10 per share, while $.70 per share was
distributed to the shareholders. As you know, these distributions except
for capital gains are exempt from Federal income tax.
The Annual Shareholders' Meeting will be held on Tuesday,
June 16, 1998, at 10:00 A.M. at the offices of Kantor, Davidoff,
Wolfe, Rabbino, Mandelker & Kass, P.C. 17th Floor, 51 East 42nd
Street, New York City, New York, 10017. The enclosed proxy statement
outlines the matters to be voted upon at this meeting which each
shareholder is invited to attend. If you cannot attend, I urge you
to fill in, sign and promptly return the enclosed proxy so that,
at least, your shares will be represented at the meeting.
Sincerely,
TRIDAN CORP.
Peter Goodman, President
TRIDAN CORP.
ANNUAL REPORT
YEARS ENDED APRIL 30, 1998 AND 1997
with
INDEPENDENT AUDITOR'S REPORT
TRIDAN CORP.
TABLE OF CONTENTS
Page
----
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Statements of Assets and Liabilities at
April 30, 1998 and 1997 2
Schedules of Investments in Municipal Obligations at
April 30, 1998 and 1997 3-6
Statements of Operations for the
Years Ended April 30, 1998 and 1997 7
Statements of Changes in Net Assets for the
Years Ended April 30, 1998, 1997 and 1996 8
Notes to Financial Statements 9-12
LESLIE SUFRIN AND COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
325 FIFTH AVENUE
NEW YORK, N.Y. 10016
LESLIE SUFRIN, C.P.A. (212) 696-4800
CHARLES TROPIANO, C.P.A. FAX (212) 481-1638
BARBARA ISRAEL, C.P.A. FAX (212) 481-1696
ROY ANDERSON, C.P.A. sufrinco@.idt.net
INDEPENDENT AUDITOR'S REPORT
To the Shareholders and Board of Directors
Tridan Corp.
We have audited the accompanying statements of assets and liabilities of
Tridan Corp., including the schedules of investments in municipal
obligations, at April 30, 1998 and 1997 and the related statements of
operations for the years then ended, the statements of changes in net assets
for each of the three years in the period then ended and the selected per
share data and ratios for each of the five years in the period then ended.
These financial statements and selected per share data and ratios are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and per share data and ratios based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
per share data and ratios are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation
of securities owned at April 30, 1998 and 1997 by correspondence with the
custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and the selected per share data
and ratios referred to above present fairly, in all material respects, the
financial position of Tridan Corp. at April 30, 1998 and 1997, the results
of its operations for the years then ended, the changes in its net assets
for each of the three years in the period then ended and the selected per
share data and ratios for each of the five years in the period then ended,
in conformity with generally accepted accounting principles.
May 19, 1998
TRIDAN CORP.
STATEMENTS OF ASSETS AND LIABILITIES
April 30, 1998 and 1997
ASSETS 1998 1997
- ------ ---- ----
Investments in municipal obligations, at
market value (amortized cost - $36,164,626
and $34,729,443, respectively) $37,749,270 $35,832,542
Cash and cash equivalents 512,173 2,189,569
Accrued interest receivable 623,430 607,284
Prepaid insurance 4,023 4,023
----------- ----------
Total assets $38,888,896 $38,633,418
----------- ----------
LIABILITIES
Accrued liabilities 82,246 67,415
Common stock redemption payable (Note 4) - 89,685
----------- ----------
Total liabilities 82,246 157,100
----------- ----------
Contingency (Note 6)
NET ASSETS
- ----------
Net assets [equivalent to $12.37 and $12.25
per share,respectively, based on 3,138,061.6805
shares and 3,140,716.616 shares of common stock
outstanding, respectively (Note 4)] $38,806,650 $38,476,318
=========== ===========
The accompanying notes are an integral
part of these financial statements
-2-
TRIDAN CORP.
SCHEDULES OF INVESTMENTS IN MUNICIPAL OBLIGATIONS
April 30, 1998 and 1997
1998 1997
--------------------------------------- --------------------------------------
Principal Amortized Market Principal Amortized Market
Amount Cost Value Amount Cost Value
------------- ----------- ------------- ----------- ----------- -----------
Revenue Backed
Metropolitan Transportation Authority
Service Contract Commuter Facilities
5-3/4% due July 1, 2008 $ 1,000,000 $ 967,737 $ 1,059,460 $ 1,000,000 $ 965,655 $ 1,004,370
6-5/8% due July 1, 2002 1,000,000 1,000,853 1 ,077,210 1,000,000 1,001,026 1,060,990
Metropolitan Transportation Authority
Commuter Facilities Revenue, 3rd Series
7-1/4% due July 1, 1998 - - - 1,000,000 999,477 1,031,300
Municipal Assistance Corp. for N.Y.C.
N.Y. Public Imp Unlimited Tax
6% due July 1, 2006 1,000,000 1,059,309 1,088,010 1,000,000 1,065,029 1,059,590
Municipal Assistance Corp. for N.Y.C.
N.Y. Resolution:
6-5/8% due July 1, 2003 250,000 248,158 270,405 250,000 247,890 268,398
6-5/8% due July 1, 2002 750,000 746,689 814,695 750,000 746,073 807,428
The Trust for Cultural Resources of
N.Y.C. Rev Ref Bonds Series
Adjusted rate due April 1, 2005 1,000,000 1,000,000 1,014,120 1,000,000 1,000,000 979,520
N.Y.S. Dormitory Authority - State
University Educational Facilities:
7-1/2% due May 15, 2011 590,000 577,590 726,650 590,000 577,096 685,863
5-1/4% due May 15, 2004 1,000,000 1,024,905 1,035,800 - - -
7.30% due May 15, 2000 735,000 735,000 779,423 735,000 735,000 780,239
N.Y.S. Environmental Facilities
Pollution Control - Revolving Fund
7.15% due March 15, 2002 400,000 400,000 416,768 400,000 400,000 423,340
N.Y.S. Local Government Assistance Corp.:
5.70% due April 1, 2003 1,000,000 995,677 1,051,890 1,000,000 994,986 1,030,280
5.60% due April 1, 2002 1,000,000 998,196 1,039,660 1,000,000 997,822 1,027,630
6-3/4% due April 1, 2001 250,000 249,351 266,195 250,000 249,173 265,785
The accompanying notes are an integral
part of these financial statements.
-3-
TRIDAN CORP.
SCHEDULES OF INVESTMENTS IN MUNICIPAL OBLIGATIONS
(Continued)
April 30, 1998 and 1997
1998 1997
--------------------------------------- --------------------------------------
Principal Amortized Market Principal Amortized Market
Amount Cost Value Amount Cost Value
------------- ----------- ------------- ----------- ----------- -----------
Revenue Backed (continued)
N.Y.S. Medical Care Facilities
Finance Agency - (FHA) Hospital
Revenue Insured Mortgages
7.10% due February 15, 2000 $ 50,000 $ 50,000 $ 52,498 $ 95,000 $ 95,000 $ 100,659
N.Y.S. Thruway Authority - Local
Highway and Bridge
6% due April 1, 2002 1,000,000 1,022,154 1,048,370 1,000,000 1,027,106 1,032,050
N.Y.S. Urban Development Corp.
Purp Rev Sub Lien
6% due July 1, 2005 1,500,000 1,579,760 1,619,115 1,500,000 1,588,762 1,581,150
Power Authority of N.Y.S.
General Purpose Revenue:
6-1/2% due January 1, 2008 1,675,000 1,733,127 1,906,719 1,675,000 1,737,445 1,852,064
6-5/8% due January 1, 2003 1,000,000 1,025,051 1,090,470 1,000,000 1,029,569 1,086,570
6.40% due January 1, 2000 - - - 1,000,000 1,000,352 1,042,390
---------- ---------- ---------- ---------- ---------- ----------
15,200,000 15,413,557 16,357,458 16,245,000 16,457,461 17,119,616
---------- ---------- ---------- ---------- ---------- ----------
Insured
- -------
Mt. Sinai, N.Y. Union Free School District
6.20% due February 15, 2011 1,070,000 1,065,240 1,195,169 1,070,000 1,065,018 1,162,116
Municipal Assistance Corp. for N.Y.C.
5-1/4% due July 1, 2002 500,000 509,260 516,475 1,500,000 1,533,671 1,536,975
N.Y.C. General Purpose
Unlimited Tax Series
6-3/4% due February 1, 2009 1,000,000 1,162,140 1,154,410 - - -
N.Y.C. Municipal Water Authority
6.0% due June 15, 2009 2,000,000 2,232,077 2,207,620 - - -
N.Y.C. Ref Unlimited
6-3/4% due August 15, 2003 500,000 547,494 553,840 500,000 555,227 547,605
N.Y.S. Dormitory Authority - Ref
City University
5-3/4% due July 1, 2012 1,000,000 1,024,272 1,077,280 1,000,000 1,025,379 1,029,550
The accompanying notes are an integral
part of these financial statements.
-4-
TRIDAN CORP.
SCHEDULES OF INVESTMENTS IN MUNICIPAL OBLIGATIONS
(Continued)
April 30, 1998 and 1997
1998 1997
--------------------------------------- -------------------------------------
Principal Amortized Market Principal Amortized Market
Amount Cost Value Amount Cost Value
------------- ----------- ------------- ----------- ----------- ----------
Insured (continued)
N.Y.S. Dormitory Authority - Pace University
6-1/2% due July 1, 2009 $ 1,000,000 $ 1,131,579 $ 1,146,050 $ - $ - $ -
N.Y.S. Dormitory Authority - City
University Sys Cons.
6-1/4% due July 1, 2005 500,000 537,016 549,795 500,000 541,210 538,750
N.Y.S. Medical Care Facilities Finance Agency
- - Beth Israel Medical Center Project
7.20% due November 1, 1998 - - - 1,000,000 1,000,000 1,055,650
N.Y.S. Thruway Authority - Highway
and Bridge Trust Fund
6.40% due April 1, 2004 500,000 518,603 548,945 500,000 521,181 541,290
City of Oswego, N.Y. Public Improvement:
6.40% due May 15, 2002 500,000 500,889 538,280 500,000 501,077 538,120
6.40% due May 15, 2001 500,000 501,978 531,210 500,000 502,551 533,060
Commonwealth of Puerto Rico
General Obligation
5-1/2% due July 1, 2006 600,000 637,208 637,266 600,000 640,886 618,942
Puerto Rico Electric Power Authority
Rev Ref Perm Link Stars & Stripes
5.80% due July 1, 2005 500,000 529,974 540,645 500,000 533,400 525,690
Puerto Rico Highway &
Transportation Authority
6-1/4% due July 1, 2004 - - - 1,000,000 1,074,342 1,079,950
Puerto Rico Municipal Finance Agency
6.0% due July 1, 2005 1,000,000 1,051,764 1,095,340 - - -
University of Puerto Rico Revs Ref
6-1/4% due June 1, 2008 1,000,000 1,061,306 1,133,970 1,000,000 1,065,759 1,097,370
City of Yonkers, NY General Purposes
Unlimited Tax
5.50% due August 1, 2005 1,000,000 1,032,951 1,050,400 1,000,000 1,036,641 1,021,330
---------- ---------- ---------- ---------- ---------- ----------
13,170,000 14,043,751 14,476,695 11,170,000 11,596,342 11,826,398
---------- ---------- ---------- ---------- ---------- ----------
The accompanying notes are an integral
part of these financial statements.
-5-
TRIDAN CORP.
SCHEDULES OF INVESTMENTS IN MUNICIPAL OBLIGATIONS
(Continued)
April 30, 1998 and 1997
1998 1997
--------------------------------------- -------------------------------------
Principal Amortized Market Principal Amortized Market
Amount Cost Value Amount Cost Value
----------- ----------- ------------- ----------- ----------- ----------
General Obligations
N.Y.C. General Purpose
Unlimited Tax Series
5.4% due August 1, 2000 $ 835,000 $ 827,968 $ 853,787 $ 850,000 $ 842,738 $ 864,552
N.Y.C. Ref Unlimited:
5-7/8% due August 1, 2003 2,000,000 2,107,198 2,109,120 - - -
5-3/4% due August 1, 2002 1,000,000 991,770 1,044,050 1,000,000 990,229 1,027,280
State of New York Ref Unlimited Tax
6.5% due July 15, 2005 1,700,000 1,857,999 1,890,366 1,700,000 1,875,832 1,853,357
--------- --------- --------- --------- --------- ---------
5,535,000 5,784,935 5,897,323 3,550,000 3,708,779 3,745,189
U.S. - Government Backed
N.Y.C. General Purpose
5.4% due August 1, 2000 15,000 14,770 15,338 - - -
Monroe County N.Y. Pub Imp Unlimited Tax
6% due June 1, 2010 900,000 907,613 1,002,456 900,000 908,034 965,079
Triborough Bridge & Tunnel
Authority - Revenue Refunding
7% due January 1, 2020 - - - 1,000,000 1,063,964 1,091,450
6.80% due January 1, 2004 - - - 1,000,000 994,843 1,084,810
-------- -------- --------- --------- --------- ---------
915,000 922,383 1,017,794 2,900,000 2,966,841 3,141,339
-------- -------- --------- --------- --------- ---------
$34,820,000 $36,164,626 $37,749,270 $33,865,000 $34,729,443 $35,832,542
=========== =========== =========== =========== =========== ===========
The accompanying notes are an integral
part of these financial statements.
-6-
TRIDAN CORP.
STATEMENTS OF OPERATIONS
Years Ended April 30, 1998 and 1997
1998 1997
---- ----
Investment income:
Interest $2,212,247 $2,230,860
Amortization of bond premium
and discount - net (118,003) (116,036)
--------- ----------
Total investment income 2,094,244 2,114,824
--------- ---------
Expenses:
Investment advisory fee (Note 2) 110,023 109,177
Professional fees 86,965 84,603
Directors' fees 45,000 45,000
Administrative fee 89,200 88,630
Insurance and administrative expenses 10,681 6,695
-------- --------
Total expenses 341,869 334,105
------- --------
Investment income - net 1,752,375 1,780,719
--------- ---------
Realized and unrealized gain (loss) on investments:
Net realized gain on investments 327,896 460,541
Change in unrealized appreciation
of investments for the year 481,545 (594,075)
------- --------
Net gain (loss) on investments 809,441 (133,534)
------- --------
Net increase in net assets resulting from operations $2,561,816 $1,647,185
========== ==========
The accompanying notes are an integral
part of these financial statements.
-7-
TRIDAN CORP.
STATEMENTS OF CHANGES IN NET ASSETS
Years Ended April 30, 1998, 1997 and 1996
1998 1997 1996
Increase (decrease) in net assets resulting ---- ---- ----
from operations:
Investment income - net $1,752,375 $ 1,780,719 $ 2,059,838
Net realized gain on investments 327,896 460,541 217,296
Change in unrealized appreciation 481,545 (594,075) (184,655)
--------- ----------- -----------
Net increase in net assets
resulting from operations 2,561,816 1,647,185 2,092,479
Distributions to shareholders from:
Investment income - net (1,952,849) (1,683,398) (2,008,864)
Capital gains - net (245,269) (522,977) (200,890)
Redemptions of 2,654.9355 shares,
13,393.5815 shares and
2,993.5065 shares, respectively (33,366) (165,145) (37,777)
-------- --------- --------
Total increase (decrease) 330,332 (724,335) (155,052)
Net assets:
Beginning of year 38,476,318 39,200,653 39,355,705
---------- ---------- ----------
End of year, including
* Net undistributed investment income
of $5,505, $205,979 and $108,658,
respectively, and
* Net undistributed (over distributed)
capital gains of $36,560, $(46,067)
and $16,369, respectively $38,806,650 $38,476,318 $39,200,653
=========== =========== ===========
Note 1 - Significant accounting policies
- ----------------------------------------
The following is a summary of the significant accounting policies followed
by Tridan Corp. (the "Company"), a closed-end, non-diversified management
investment company registered under the Investment Company Act of 1940,
in the preparation of its financial statements.
Acquisition and valuation of investments
- ----------------------------------------
Investment transactions are accounted for on the date the securities are
purchased/sold (trade date) and interest on securities acquired/sold is
included in income from/to the settlement date. Investments are carried
at amortized cost in the Company's accounting records but are shown at market
value in the accompanying financial statements. Short-term investments are
stated at cost, which is equivalent to market value.
Market values for the Company's investments in municipal obligations have
been determined based on the bid price of the obligation, if available; if
not available, such value is based on a yield matrix for similarly traded
municipal obligations.
Amortization of bond premium or discount
- ----------------------------------------
In determining investment income, bond premium or discount is amortized
on a straight-line basis over the remaining term of the obligation.
Income taxes
- ------------
It is the Company's policy to comply with the requirements of the Internal
Revenue Code that are applicable to regulated investment companies and to
distribute substantially all of its taxable income to its shareholders.
Therefore, no income tax provision is required.
Cash and cash equivalents
- -------------------------
The Company considers all investments that can be liquidated on demand to
be cash equivalents. The Company maintains all of its cash and cash
equivalents in one financial institution. At times, such balances may be
in excess of amounts insured by the Federal Deposit Insurance Corporation.
Concentration of credit risk
- ----------------------------
The value of the Company's investments may be subject to possible risks
involving, among other things, the continued creditworthiness of the
various state and local government agencies and public financing
authorities underlying its investments. The Company and its investment
adviser periodically consider the credit quality of the Company's
investments, and the Company adheres to its investment objective
of investing only in investment grade securities.
Note 2 - Investment advisory fee
- --------------------------------
The Company utilizes the services of Morgan Guaranty Trust Company of
New York ("Morgan") as its investment adviser and custodian for its
investments. The annual advisory fee is .28 of one percent of the net
assets under management. The fee is computed and payable quarterly,
based on the market value of net assets held by Morgan on the last
day of each fiscal quarter.
Note 3 - Investment transactions
- --------------------------------
Purchases and sales of investments in municipal obligations (excluding
short-term and demand investments) amounted to approximately $8,740,000 and
$7,513,000, respectively, for the year ended April 30, 1998 and $7,637,000
and $8,763,000, respectively, for the year ended April 30, 1997.
At April 30, 1998 and 1997, the net unrealized appreciation on investments
in municipal obligations was $1,584,644 and $1,103,099, respectively.
Note 4 - Common stock, net asset values and share redemption plan
- -----------------------------------------------------------------
At April 30, 1998 and 1997, there were 6,000,000 shares of $0.02 par value
common stock authorized of which 3,199,100 had been issued aggregating
$63,982, and additional paid-in capital aggregating $312,787.
The net asset value per share is calculated by dividing the value of all
assets less total liabilities by the number of common shares outstanding
at the end of the period.
The net asset value per share and the shares outstanding were as follows:
April 30,
-------------------
1998 1997
---- ----
Net asset value:
- at market value of the underlying investments $12.37 $12.25
- at amortized cost $11.86 $11.90
Shares outstanding at:
April 30, 1998 3,138,061.6805
April 30, 1997 3,140,716.6160
Note 4 - Common stock, net asset values and share redemption plan (continued)
- -----------------------------------------------------------------------------
The Company's share redemption plan permits "eligible shareholders" or their
estates to have their shares redeemed upon reaching age 65 or upon death.
Shares are redeemed at the net asset value per share as of the end of the
Company's fiscal quarter in which the request for redemption is received. At
April 30, 1998 and 1997,$700,355 (61,038.3195 shares) and $666,989
(58,383.384 shares), respectively, had been redeemed under this plan.
Note 5 - Distributions
- ----------------------
During the years ended April 30, 1998 and 1997, distributions, which except
for capital gains were exempt from federal income tax, of $2,198,118 ($.70
per share) and $2,206,375 ($.70 per share), respectively, were declared and
paid to shareholders.
Note 6 - Contingency
- --------------------
Prior to becoming a management investment company in April 1980, the Company,
through its subsidiaries, was engaged in the business of manufacturing and
selling women's and children's apparel, principally under the trademark
"Danskin". In April 1980, the Company sold this business to International
Playtex, Inc. ("Playtex"). The item outlined below relates to these prior
operations of the Company.
On May 25, 1982, the Company was notified by Playtex of certain
counterclaims asserted by a former customer of the Company in an action
instituted by Playtex to recover amounts allegedly due for goods sold and
delivered to this former customer. This former customer seeks damages of
approximately $800,000 for the Company's and Playtex's alleged refusal to
sell merchandise to them. In management's opinion, it is unlikely that the
resolution of this contingency will result in a liability which would
materially affect the Company's financial position.
Note 7 - Supplementary information
- ----------------------------------
Selected per share data and ratios.
For the Fiscal Years Ended April 30,
------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Per share data:
Investment income $ .67 $ .68 $ .75 $ .80 $ .82
Expenses (.11) (.11) (.10) (.10) (.10)
----- ----- ----- ----- -----
Investment income - net .56 .57 .65 .70 .72
Net realized and unrealized gain
(loss) on investments .26 (.04) .01 (.02) (.35)
Distributions:
Investment income - net (.62) (.54) (.64) (.67) (.77)
Capital gains - net (.08) (.17) (.06) (.03) (.08)
Net increase (decrease)
in net asset value .12 (.18) (.04) (.02) (.48)
Net asset value:
Beginning of year 2.25 12.43 12.47 12.49 12.97
End of year $12.37 $12.25 $12.43 $12.47 $12.49
Ratios:
Expenses to average net assets .88% .86% .77% .77% .78%
Investment income - net
to average net assets 4.53 4.58% 5.24% 5.60% 5.62%
Average number of shares out-
standing (in thousands) 3,139 3,147 3,156 3,159 3,162
The accompanying notes are an integral
part of these financial statements.
- 9 -
TRIDAN CORP.
477 Madison Avenue
New York, New York 10022
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 16, 1998
To the Shareholders of Tridan Corp.:
The Annual Meeting of Shareholders of Tridan Corp. (the "Company") will be
held on Tuesday, June 16, 1998, at 10:00 A.M. At the offices of Kantor,
Davidoff, Wolfe, Mandelker & Kass, P.C., 17th floor, 51 East 42nd Street, New
York, New York 10017.
The following subjects will be considered and acted upon at the meeting:
(1) Election of five directors;
(2) Ratification of the selection of Leslie Sufrin and Company, P.C.
as auditors of the Company for the fiscal year ending
April 30, 1999;
(3) Transaction of such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The subjects referred to above are discussed in the Proxy Statement
attached to this notice. Each shareholder is invited to attend the Annual
Meeting of Shareholders in person. Shareholders of record at the close of
business on May 15, 1998 have the right to vote at the meeting. If you cannot
be present at the meeting, we urge you to fill in, sign and promptly return the
enclosed proxy in order that your shares will be represented at the meeting.
By Order of the Board of Directors
I. Robert Harris, Secretary
May 26, 1998
TRIDAN CORP.
477 Madison Avenue
New York, New York 10022
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
Board of Directors of Tridan Corp., a New York corporation (the "Company") of
proxies to be voted at the Annual Meeting of Shareholders to be held June 16,
1998 and any and all adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement is
being mailed to shareholders on or about May 26, 1998.
All proxies which have been properly executed and received in time will be
voted at the meeting in accordance with the instructions thereon. Any
shareholder executing a proxy may revoke it in writing by execution of another
proxy or by any other legal method at any time before the shares subject to the
proxy are voted at the meeting. The Board of Directors recommends that shares
be voted, and if no choice is specified on the proxy, the shares will be voted
FOR the election as directors of the nominees hereinafter named, FOR
ratification of the selection of Leslie Sufrin and Company P.C. as auditors, and
in the discretion of the proxy holders on such other matters as may properly
come before the meeting.
As of May 15, 1998, there were issued and outstanding 3,138,061.6805
shares of capital stock, par value $.02 per share, of the Company, which
is the only class of capital stock of the Company. Shareholders will be
entitled to one vote for each share held, with pro rata voting rights for
any fractional shares. Holders of record of such shares at the close of
business on May 15, 1998 will be entitled to vote at the meeting.
The participants in the Tridan Corp. Employees' Stock Ownership Trust
are the beneficial shareholders of the shares held under the Trust, and
the shares held for such participants will be voted only if and as directed
by the participant for whose account such shares are held of record by the
trustees of the Trust. Accordingly, the attached Notice, this Proxy Statement
and the form of proxy have been mailed to each person who was a participant on
the record date, and the shares beneficially owned by such participants will be
voted in accordance with their proxies.
The Company will pay the cost of preparing, assembling, and mailing the
form of proxy and the material used in connection with solicitation of proxies.
In addition to solicitation by use of the mails, certain officers and directors
of the Company, who will receive no compensation for their services (other than
their regular compensation) may solicit the return of proxies personally or by
telephone or telegraph.
An Annual Report covering the operations of the Company for its fiscal
years ended April 30, 1998 and 1997 is enclosed herewith, but does not
constitute a part of the material for the solicitation of proxies.
ELECTION OF DIRECTORS
At the meeting, five directors are to be elected to hold office until
the next Annual Meeting of Shareholders and until their respective successors
shall have been chosen and qualified, or as otherwise provided in the By-Laws
of the Company. The election of a Board of Directors will require a vote of a
majority of the shares present in person or by proxy at the meeting.
It is intended that the persons named in the accompanying proxy will vote
such proxy, if signed and returned, for the election of the nominees listed
below. If for any reason any of said nominees shall become unavailable for
election, which is not anticipated, the proxies may be voted for a substitute
nominee designated by the Board of Directors. The Board of Directors has no
reason to expect that any of the nominees will fail to be a candidate at the
meeting and, accordingly, does not have in mind any substitute.
Mr. Goodman has been a director of the Company since it became an
investment company in 1980. Mr. Flynn has been a director since 1984, Mr. Negin
since 1985, Mr. Pelton since 1988, and Mr. Stoever since 1995.
As of May 15, 1998, Peter Goodman owned beneficially 1,332,381.35 shares
(42.46%) of the Company, which does not include shares owned by Barbara S.
Goodman, Peter Goodman's wife, nor shares owned by them as trustees for his
brother Thomas Goodman, but which does include shares owned indirectly by
Mr. Goodman as a trustee for his daughter, as set forth in the section entitled
"Principal and Management Shareholders."
-2-
The following table sets forth the names, ages and business experience of
the nominees:
Business experience
Name Age For Past Five Years
Thomas David Flynn 85 Trustee Emeritus of Columbia
University; Director Emeritus
of National Bureau of Economic
Research.
Peter Goodman*<F1> 72 President of Tridan Corp.
Jay Stanley Negin<F1> 67 Attorney; Investor.
Warren Fred Pelton*<F1> 60 President of National
Association on Drug Abuse
Problems, Inc. prior to 1996;
currently Director of
Development, International
College.
Russell Jude Stoever*<F1> 53 Vice President of Stoever
Glass & Co., Inc.
<FN>
<F1>
*A director of the Company who is an "interested person" or deemed an
"interested person", as defined by Section 2(a)(19) of the Investment
Company Act of 1940, is indicated by an asterisk. Mr. Goodman is an
"interested person" by reason of his being an officer and holder of more
than 5% of the shares of the Company, Mr. Pelton by reason of his being
an officer of the Company, and Mr. Stoever by reason of his affiliation
with a registered broker-dealer.
</FN>
Five meetings of the Board of Directors were held during the fiscal
year ended April 30, 1998, and each director attended more than 75 percent
of the total number of meetings. The Board of Directors of the Company
does not have an audit, nominating, compensation or similar committee.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Each director of the Company receives an annual fee of $9,000 for
directorial services rendered by him. No executive officer received
cash compensation exceeding $60,000.
All executive officers of the Company as a group (two persons) received
compensation (comprised solely of directors' fees described above) aggregating
$18,000 applicable to fiscal 1998 (which excludes professional fees paid to the
law firm of which I. Robert Harris, secretary of the Company, is a member).
-3-
PRINCIPAL AND MANAGEMENT SHAREHOLDERS
The following table sets forth certain information concerning directors and nominees as
directors of the Company and persons believed by the Company to be the record owners of more
than five percent (5%) of the Company's voting securities as of May 15, 1998:
Number of Shares Percent
Title of Name and Address of Beneficially Owned of Class on
Class Beneficial Owner on May 15, 1998 May 15, 1998
Capital Stock Peter Goodman 1,332,381.35 1/<F1> 2/<F2> 42.46%
(par value $.02) Wendover Road
Rye, NY 10580
Barbara S. Goodman 375,500.00 1/<F1> 11.97%
(wife of Peter Goodman)
Wendover Road
Rye, NY 10580
Robert W. Erdos 282,640.11 2/<F2> 3/<F3> 9.01%
549 Fairview Terrace
York, PA 17403
Thomas Goodman 703,982.17 2/<F2> 4/<F4> 22.43%
79-11 41st Avenue
Elmhurst, NY 11373
Warren F. Pelton 29,930.89 2/<F2> 0.95%
12651 Hunters Lakes
Court
Bonita Springs, FL 34135
All officers, 1,362,312.24 1/<F1> 2/<F2> 43.41%
directors and
nominees as a
group (6 persons)
<FN>
<F1>
1/ Included in the total number of shares listed above as owned by Peter
Goodman are 1,267,500 shares owned directly by him of record and beneficially,
and 55,000 shares owned indirectly as a co-trustee for his daughter, with
respect to which he has shared voting and investment power. Not included are
600,000 shares owned indirectly by Mr. Goodman and his wife, Barbara S. Goodman,
as co-trustees for his brother, Thomas Goodman (see footnote 4), with respect to
which the co-trustees have shared voting and investment power.
-4-
<F2>
2/ Including the following shares owned by Tridan Corp. Employees Stock
Ownership Trust, as nominee only: 9,881.35 shares owned directly and
beneficially by Peter Goodman, 5,640.11 shares owned directly and beneficially
by Robert W. Erdos, 2,982.17 shares owned directly and beneficially by Thomas
Goodman and 4,930.89 shares owned directly and beneficially by Warren F. Pelton.
Messrs. Robert W. Erdos, Peter Goodman, Thomas Goodman and Warren F. Pelton are
trustees of said Trust.
<F3>
3/ This amount does not include 49,000 shares owned of record and beneficially
by Erda Erdos, Mr. Erdos' wife.
<F4>
4/ Including 600,000 shares owned of record only, by Peter Goodman and
Barbara S. Goodman, as trustees for Thomas Goodman (Peter Goodman's brother).
</FN>
The foregoing table and footnotes shall not be construed as an admission
that Peter Goodman is the beneficial owner of any shares owned by him as a
trustee for his brother or for his daughter, nor of any shares owned by Mr.
Goodman's wife; nor as an admission that Barbara S. Goodman is the beneficial
owner of any shares owned by her as a trustee for Peter Goodman's brother; nor
as an admission that Robert W. Erdos is the beneficial owner of any shares owned
by Mr. Erdos' wife.
Peter Goodman, president and a director of the Company, controls the
Company in that any matter to be voted on at the meeting can be decided by Mr.
Goodman and any one of several other shareholders if they vote in the same way
on such matter.
RELATIONSHIP WITH AND RATIFICATION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors, including a majority of the members of the Board of
Directors who are not interested persons of the Company, has selected Leslie
Sufrin and Company, P.C. as independent public accountants for the Company for
the fiscal year ending April 30, 1999. This selection is to be submitted for
ratification by the shareholders, which requires the affirmative vote of the
holders of a majority of the shares of the Company voting at the meeting.
The Board of Directors reviewed the services performed by Leslie Sufrin and
Company, P.C. during the last fiscal year and determined that such services
did not affect their independence. The firm has no direct or indirect
financial interest in the Company, except for fees received by it for services
which were furnished at customary rates and terms. Representatives of such firm
are expected to be present at the meeting and will be given an opportunity to
make such statements as they feel appropriate and will be available to respond
to ppropriate questions.
-5-
INVESTMENT ADVISORY AGREEMENT AND ADVISER
The Investment Advisory Agreement dated April 28, 1980, as amended
April 27, 1982 and further amended June 17, 1987 (the "Agreement"), under
which Morgan Guaranty Trust Company of New York ("Morgan Guaranty") serves
as the Company's investment adviser, was most recently approved by the
shareholders at the annual meeting on June 22, 1982. On May 21, 1998, the
Board of Directors (including the Company's independent directors) unanimously
approved a continuation of the Agreement until June 30, 1999 (subject to the
early termination provisions contained in the Agreement).
Morgan Guaranty is a wholly-owned subsidiary of J. P. Morgan & Co.
Incorporated, 60 Wall Street, New York, New York 10260-0060. Under the
Agreement, Morgan Guaranty, subject to the general supervision of the
Company's Board of Directors and in conformance with the stated policies of
the Company, manages and has custody of investment operations and the
composition of the Company's portfolio of securities and investments.
In this regard, it is the responsibility of Morgan Guaranty to make
investment decisions for the Company and to place the purchase and sale
orders for the portfolio transactions of the Company.
As compensation for the services rendered and related expenses
borne by Morgan Guaranty, the Company, under the Agreement, has paid
Morgan Guaranty an annual fee, computed and payable quarterly, equal
to 0.28% of the Company's net assets under management. Morgan Guaranty
received fees aggregating $110,023 applicable to the year
ended April 30, 1998.
The investment advisory services of Morgan Guaranty to the Company
are not exclusive under the terms of the Agreement. Morgan Guaranty is
free to, and does, render investment advisory services to others, including
the following open-end management investment companies:
Net Assets as of Annual Advisory
Investment Company April 30, 1998 Fee Rate
The Federal Money Market Portfolio $ 995,028,165 .20% on first
$1 billion;
.10% on balance
The Treasury Money Market Portfolio $ 559,078,767 .20% on first
$1 billion;
.10% on balance
The Prime Money Market Portfolio $5,781,451,343 .20% on first
$1 billion;
.10% on balance
The Tax Exempt Money Market .20% on first
Portfolio $1,437,438,498 $1 billion;
.10% on balance
The Short Term Bond Portfolio $ 99,736,746 .25%
-6-
The U.S. Fixed Income Portfolio $1,173,651,732 .30%
The Tax Exempt Bond Portfolio $ 695,954,425 .30%
The U.S. Equity Portfolio $ 838,397,249 .40%
The U.S. Small Company Portfolio $ 722,908.948 .60%
The International Equity Portfolio $ 622,555,720 .60%
The Diversified Portfolio $ 557,580,460 .55%
The Non-U.S. Fixed Income Portfolio $ 6,388,650 .35%
The Emerging Markets Equity Portfolio $ 381,141,518 1.00%
The New York Total Return
Bond Portfolio $ 209,159,637 .30%
The Japan Equity Portfolio $ 2,365,190 .65%
The European Equity Portfolio $ 32,164,105 .65%
Global Strategic Income Portfolio $ 201,625,967 .45%
Emerging Markets Debt Portfolio $ 14,336,856 .70%
International Opportunities Portfolio $ 531,373,953 .60%
Tax Aware U.S. Equity Fund $ 58,732,394 .45%
Tax Aware Disciplined Equity Fund $ 67,188.506 .35%
Disciplined Equity Portfolio $ 283,705,144 .35%
California Bond Fund $ 51,717,491 .30%
JPM Treasury Money Market Portfolio $ 1,637,940 .20%
JPM Bond Portfolio $ 17,314,405 .30%
JPM Equity Portfolio $ 10,690,749 .40%
JPM Small Company Portfolio $ 6,009,004 .60%
JPM International Equity Portfolio $ 6,009,004 .60%
Mutual Investment Fund of .50% on first
Connecticut, Inc. $ 45,943,057 $75 million;
.45% on balance
US Small Company Opportunities $ 195,062,667 $.60%
-7-
Morgan Guaranty seeks to obtain the best price and execution of
orders placed for the Company's assets considering all of the circumstances.
If transactions are executed in the over-the-counter market, Morgan Guaranty
will deal with the principal market makers, unless more favorable prices and
executions are otherwise obtainable. There is no agreement by Morgan Guaranty
with any broker or dealer to place orders with it. When circumstances relating
to a proposed transaction indicate that a particular broker or dealer is in a
position to provide the best execution considering all factors including price,
the order is placed with that broker or dealer. This may or may not be a
broker or dealer which has provided statistical or other factual information to
Morgan Guaranty. Subject to the requirement of seeking the best price and
execution, Morgan Guaranty may, in circumstances in which two or more brokers
are in a position to offer comparable prices and execution, give preference to a
broker or dealer which has provided statistical and other factual information to
it. Morgan Guaranty is of the opinion that while such information is useful in
varying degrees, it is of indeterminable value and does not reduce the expenses
of Morgan Guaranty. In recognition of the brokerage execution services Morgan
Guaranty may pay a brokerage commission in excess of that which another broker
might have charged for the same transaction. Morgan Guaranty periodically
evaluates the overall reasonableness of brokerage commissions paid by the
Company. The factors considered in these evaluations include the competitive
negotiated rate structure at the time the commission is charged and the
effectiveness of the broker's execution.
The names and principal occupations of the chief executive officers
and each director of Morgan Guaranty are as follows: Douglas A.
Warner III, Chairman of the Board and Chief Executive Officer,
Morgan Guaranty; Dennis Weatherstone, Retired Chairman of the
Board, Morgan Guaranty; Walter A. Gubert, Vice Chairman of the
Board, Morgan Guaranty; Robert G. Mendoza, Vice Chairman of the
Board, Morgan Guaranty; Michael E. Patterson, Vice Chairman of
the Board, Morgan Guaranty; Kurt F. Viermetz, Retired Vice Chairman
of the Board, Morgan Guaranty; Paul A Allaire, Chairman of the
Board and Chief Executive Officer, Xerox Corp.; Riley P. Bechtel,
Chairman and Chief Executive Officer, Bechtel Group, Inc.; Lawrence
A. Bossidy, Chairman of the Board and Chief Executive Officer, Allied
Signal Inc.; Martin Feldstein, President and Chief Executive Officer,
National Bureau of Economic Research, Inc.; Ellen V. Futter, President,
American Museum of Natural History; Hanna H. Gray, President Emeritus
and Professor of History, The University of Chicago; James R. Houghton,
Retired Chairman of the Board, Corning Incorporated; James L. Ketelseh,
Retired Chairman and Chief Executive Officer, Tenneco Inc.; John A. Krol,
President and Chief Executive Officer, E.I. duPont deNemours and Company;
Lee R. Raymond, Chairman of the Board and Chief Executive Officer, Exxon
Corporation; Richard D. Simmons, Retired President, Washington Post Company
and International Herald Tribune; and Douglas C. Yearley, Chairman, President
and Chief Executive Officer, Phelps Dodge Corporation. All of the foregoing
persons may be reached c/o Morgan Guaranty Trust Company of New York, 60 Wall
Street, New York, New York 10260-0060.
-8-
SUPPLEMENTAL INFORMATION
The executive officers of the Company, all of whom serve at the pleasure of
the Board of Directors, are as follows: Peter Goodman (President), Warren F.
Pelton (Vice President and Treasurer) and I. Robert Harris (Secretary). Messrs.
Goodman and Harris have served in their respective positions since the Company
registered with the Securities and Exchange Commission as an investment company
in April, 1980. Mr. Pelton became Vice President and Treasurer in 1995. The
ages and principal occupations of Messrs. Goodman and Pelton ate described
above under "Election of Directors." I. Robert Harris (age 66) has been of
counsel to the law firm of Kantor, Davidoff, Wolfe, Mandelker & Kass, P.C.,
general counsel to the Company, for more than the past 5 years.
SHAREHOLDER PROPOSALS
FOR 1996 ANNUAL MEETING
The next annual meeting of shareholders of the Company will be held in
June, 1999. Shareholders wishing to have their proposals included in the
Company's Proxy Statement which will relate to that meeting must submit their
proposals, preferably by certified mail,, return receipt requested, to the
Company at its address listed on the first page of this Proxy Statement so that
the proposals are received no later than February 1, 1999.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors is not aware
of any matters to be presented for action at the meeting other than those
described above. Should other business properly be brought before the meeting,
the persons named in the proxy have discretionary authority to vote in
accordance with their best judgment in the interest of the Company.
Dated: May 26, 1998 By Order of the Board of Directors
I. Robert Harris, Secretary
-9-
TRIDAN CORP.
ANNUAL MEETING OF SHAREHOLDERS - JUNE 16, 1998
THIS PROXY IS SUBMITTED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby appoints PETER GOODMAN, I. ROBERT HARRIS and
WARREN F. PELTON, and each of them, with power of substitution, as proxies of
the undersigned, to vote all of the shares of stock which the undersigned is
entitled to vote at the above stated Annual Meeting of Shareholders on
June 16, 1998, and all adjournments thereof.
(1) FOR the election, as directors, WITHHOLD AUTHORITY
of all nominees listed below to vote for all
(except as marked to nominees listed
the contrary below) below
[ ] [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through that nominee's name in the list below.)
THOMAS DAVID FLYNN, PETER GOODMAN, JAY STANLEY NEGIN,
WARREN FRED PELTON, RUSSELL JUDE STOEVER
(2) FOR [ ] AGAINST [ ] ABSTAIN [ ] the ratification of the
selection of Leslie Sufrin and Company, P.C. as auditors of the Company for the
fiscal year ending April 30, 1999;
(3) Upon any other matter which may properly come before the meeting,
in their discretion.
Every properly signed proxy will be voted in the manner specified hereon
and, in the absence of such specification, will be voted FOR the election of
directors and FOR Item (2) above.
PLEASE SIGN AND RETURN PROMPTLY, USING THE ENCLOSED ENVELOPE
Receipt of the Notice
of Annual Meeting and Signature
Proxy Statement is
hereby acknowledged
Signature
Dated: 1998
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your full
title.
Tridan - Proxy