SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
TRIDAN CORP.
- --------------------------------------------------------------------------------
(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):
[_] 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:
TRIDAN CORP.
477 Madison Avenue
New York, New York 10022
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 19, 2001
To the Shareholders of Tridan Corp.:
The Annual Meeting of Shareholders of Tridan Corp. (the "Company") will be
held on Tuesday, June 19, 2001, 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 six 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, 2002;
(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 18, 2001 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 29, 2001
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 19,
2001 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 29, 2001.
All proxies which have been properly executed and received by the time of
the meeting 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 18, 2001, there were issued and outstanding 3,131,043.5480 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 18, 2001 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, 2001 and 2000 is enclosed herewith, but does not
constitute a part of the material for the solicitation of proxies.
ELECTION OF DIRECTORS
At the meeting, six 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. Peter 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, Mr. Stoever since 1995, and Mr. Mark Goodman,
who is Peter Goodman's son, since 1999.
As of May 18, 2001, Peter Goodman owned beneficially 1,277,381.35 shares
(40.80%) 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.
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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 88 Trustee Emeritus of Columbia
University.
Mark Goodman* 47 Pianist; Teacher.
Peter Goodman* 75 President of Tridan Corp.
Jay Stanley Negin 70 Investor.
Warren Fred Pelton* 63 Director of Development,
International College until
1999; Consultant.
Russell Jude Stoever 56 Vice President of Stoever
Glass & Co., Inc.
Five meetings of the Board of Directors were held during the fiscal year
ended April 30, 2001, 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 2001 (which excludes professional fees paid to the
law firm of which I. Robert Harris, secretary of the Company, is a member).
- ----------
*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. Peter 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. Mark Goodman by reason of his
being Peter Goodman's son, and Mr. Pelton by reason of his being an officer
of the Company.
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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 18, 2001:
Number of Shares Percent
Title of Name and Address of Beneficially Owned of Class on
Class Beneficial Owner on May 18, 2001 May 18, 2001
- ---------------- ------------------------ -------------------- ------------
Capital Stock Peter Goodman 1,277,381.35 1/ 2/ 40.80%
(par value $.02) Wendover Road
Rye, NY 10580
Barbara S. Goodman 375,500.00 1/ 11.99%
(wife of Peter Goodman)
Wendover Road
Rye, NY 10580
Thomas Goodman 703,982.17 2/ 3/ 22.48%
79-11 41st Avenue
Elmhurst, NY 11373
Robert W. Erdos 282,640.11 2/ 4/ 9.03%
549 Fairview Terrace
York, PA 17403
Mark Goodman 77,333.33 2.47%
15 Eliot Street
Jamaica Plain, MA 02130
Warren F. Pelton 29,930.89 0.96%
6079 Fairway Court
Naples, FL 34110
All officers, 1,384,645.57 2/ 3/ 44.22%
directors and
nominees as a
group (7 persons)
1/ Not including 600,000 shares owned indirectly by Mr. Goodman and his wife,
Barbara S. Goodman, as co-trustees for his brother, Thomas Goodman (see
footnote 3), with respect to which the co-trustees have shared voting and
investment power.
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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 and 2,982.17 shares owned directly and
beneficially by Thomas Goodman. Messrs. Robert W. Erdos, Peter Goodman,
Thomas Goodman and Warren F. Pelton are trustees of said Trust.
3/ Including 600,000 shares owned of record only, by Peter Goodman and Barbara
S. Goodman, as trustees for Thomas Goodman (Peter Goodman's brother).
4/ This amount does not include 49,000 shares owned of record and beneficially
by Erda Erdos, Mr. Erdos' wife.
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, 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, who together own a majority
of the outstanding shares, 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, 2002. 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 appropriate
questions.
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INVESTMENT ADVISORY AGREEMENT AND ADVISER
The Investment Advisory Agreement dated July 1, 2000 (the "Agreement"),
under which J.P. Morgan Investment Management Inc. ("Morgan") serves as the
Company's investment adviser, was most recently approved by the shareholders at
the annual meeting on June 20, 2000 and expires June 30, 2001. On May 24, 2001,
the Board of Directors (including the Company's independent directors)
unanimously approved a continuation of the Agreement until June 30, 2002
(subject to the early termination provisions contained in the Agreement).
Under the Agreement Morgan, subject to the general supervision of the
Company's Board of Directors and in conformance with the stated policies of the
Company, manages investment operations and the composition of the Company's
portfolio of securities and investments. In this regard, it is the
responsibility of Morgan 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, the Company, under the Agreement, has paid Morgan an annual fee,
computed and payable quarterly, equal to 0.28% of the Company's net assets under
management. Morgan received fees aggregating $106,564 applicable to the year
ended April 30, 2001.
On December 31, 2000, J.P. Morgan & Co. Incorporated ("JPM"), which was the
parent entity of Morgan, merged with and into The Chase Manhattan Corporation
("Chase"). The surviving entity is named J.P. Morgan Chase & Co. After the
merger, Morgan, the Company's investment adviser, continued and now continues as
a wholly-owned subsidiary of its new parent company, J.P. Morgan Chase & Co.,
270 Park Avenue, New York, New York 10017.
JPM received an opinion from its counsel, Davis Polk & Wardwell, that the
merger between JPM and Chase would not result in an assignment of the existing
advisory contracts between the registered investment adviser subsidiaries of JPM
(including Morgan) and their respective clients for purposes of Section
(2)(a)(4) of the Investment Company Act of 1940 and Section 202(a)(1) of the
Investment Advisers Act of 1940.
The investment advisory services of Morgan to the Company are not exclusive
under the terms of the Agreement. Morgan is free to, and does, render investment
advisory services to others, including the following open-end management
investment companies:
- 6 -
Net Assets as of Annual Advisory
Investment Company April 30, 2001 Fee Rate
- ---------------------------------------- ---------------- ----------------
The Federal Money Market Portfolio $ 4,215,869,632 .20% on first
$1 billion;
.10% on balance
The Treasury Money Market Portfolio $ 1,501,942,079 .20% on first
$1 billion;
.10% on balance
The Prime Money Market Portfolio $23,481,014,181 .20% on first
$1 billion;
.10% on balance
The Tax Exempt Money Market .20% on first
Portfolio $ 3,413,793,309 $1 billion;
.10% on balance
The Short Term Bond Portfolio $ 542,517,026 .25%
The U.S. Fixed Income Portfolio $ 1,716,170,569 .30%
The Tax Exempt Bond Portfolio $ 878,580,514 .30%
The U.S. Equity Portfolio $ 482,247,558 .40%
The U.S. Small Company Portfolio $ 675,955,464 .60%
The International Equity Portfolio $ 342,206,725 .60%
The Diversified Portfolio $ 955,323,241 .55%
The Emerging Markets Equity Portfolio $ 113,004,030 1.00%
The European Equity Portfolio $ 17,954,354 .65%
The Global Strategic Income Portfolio $ 174,119,667 .45%
The Emerging Markets Debt Portfolio $ 27,988,181 .70%
The International Opportunities Portfolio $ 532,232,292 .60%
JPM Tax Aware U.S. Equity Fund $ 248,947,807 .45%
JPM Tax Aware Disciplined Equity Fund $ 388,110,356 .35%
The Disciplined Equity Portfolio $ 1,328,996,586 .35%
JPM California Bond Fund $ 158,493,186 .30%
JPM Bond Portfolio $ 97,304,913 .30%
- 7 -
JPM Small Company Portfolio $ 34,686,210 .60%
JPM International Opportunities
Portfolio $ 29,405,155 .60%
JPM Institutional Market Neutral
Portfolio $ 19,483,646 1.50%
JPM Large Capital Growth Portfolio $ 4,669,952 .50%
JPM Smart Index Portfolio $ 495,795,263 .25%
JPM Global 50 Fund $ 110,853,303 1.25%
The New York Tax Exempt Bond
Portfolio $ 378,375,841 .30%
JPM Tax Aware Enhanced Income
Portfolio $ 436,751,795 .25%
US Small Company Opportunities
Portfolio $ 336,063,655 .60%
J.P. Morgan Global Healthcare $ 35,303,753 1.25%
J.P. Morgan U.S. Disciplined Equity $ 57,614,196 .35%
Morgan 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 will deal with the principal
market makers, unless more favorable prices and executions are otherwise
obtainable. There is no agreement by Morgan 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. Subject to the requirement
of seeking the best price and execution, Morgan 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 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. In recognition of the brokerage execution services
Morgan may pay a brokerage commission in excess of that which another broker
might have charged for the same transaction. Morgan 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.
- 8 -
The names and principal occupations of the directors and principal
executive officers of Morgan are as follows. All of them may be reached c/o J.P.
Morgan Investment Management Inc., 522 Fifth Avenue, New York, New York 10036.
Name Position at Morgan
---- ------------------
Keith M. Schappert President; Chairman, Director; Managing Director *
Kenneth W. Anderson Director; Managing Director *
Ronald R. Dewhurst Director; Managing Director *
Gerard W. Lillis Director; Managing Director *
Veronica Weill Director; Managing Director *
Isabel H. Sloane Director; Managing Director *
Hendrik Van Riel Director; Managing Director *
Paul Scibetta Corporate Secretary
Jeffrey Trongone Treasurer
- ----------
* Managing Director is an officer's title, and those who hold it are not
necessarily directors of Morgan.
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 are described above
under "Election of Directors." I. Robert Harris (age 69) 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.
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SHAREHOLDER PROPOSALS
FOR 2002 ANNUAL MEETING
Next year's annual meeting of shareholders of the Company will be held in
June, 2002. 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, 2002.
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 29, 2001 By Order of the Board of Directors
I. Robert Harris, Secretary
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TRIDAN CORP.
ANNUAL REPORT
YEARS ENDED APRIL 30, 2001 AND 2000
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, 2001 and 2000 2
Schedules of Investments in Municipal Obligations at
April 30, 2001 and 2000 3-6
Statements of Operations for the
Years Ended April 30, 2001 and 2000 7
Statements of Changes in Net Assets for the
Years Ended April 30, 2001, 2000 and 1999 8
Notes to Financial Statements 9-12
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, 2001 and 2000 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, 2001 and 2000 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, 2001 and 2000, 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 16, 2001
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TRIDAN CORP.
STATEMENTS OF ASSETS AND LIABILITIES
April 30, 2001 and 2000
2001 2000
----------- -----------
ASSETS
Investments in municipal obligations, at
market value (amortized cost - $35,035,279
and $34,890,170, respectively) $36,640,199 $35,017,437
Cash and cash equivalents 1,565,912 1,493,194
Accrued interest receivable 585,828 698,091
----------- -----------
Total assets 38,791,939 37,208,722
----------- -----------
LIABILITIES
Accrued liabilities 64,245 71,796
Common stock redemption payable (Note 4) 17,029 11,352
----------- -----------
Total liabilities 81,274 83,148
----------- -----------
Contingency (Note 6)
NET ASSETS
Net assets [equivalent to $12.36 and $11.85 per share,
respectively, based on 3,131,043.548 shares and
3,132,421.262 shares of common stock
outstanding, respectively (Note 4)] $38,710,665 $37,125,574
=========== ===========
The accompanying notes are an integral
part of these financial statements.
- 2 -
TRIDAN CORP.
SCHEDULES OF INVESTMENTS IN MUNICIPAL OBLIGATIONS
April 30, 2001 and 2000
2001 2000
--------------------------------------- ---------------------------------------
Principal Amortized Market Principal Amortized Market
Amount Cost Value Amount Cost Value
----------- ----------- ----------- ----------- ----------- -----------
Revenue Backed
- --------------
Metropolitan Transportation Authority
Service Contract Commuter Facilities
5.75% due July 1, 2008 $ 1,000,000 $ 975,380 $ 1,084,040 $ 1,000,000 $ 972,724 $ 1,022,850
Metropolitan Transportation Authority
Service Contract Commuter Facilities
6.625% due July 1, 2002 -- -- -- 1,000,000 1,000,472 1,031,360
Municipal Assistance Corp. for N.Y.C
N.Y. Public Imp Unlimited Tax
6.0% due July 1, 2006 -- -- -- 1,000,000 1,046,950 1,047,900
Municipal Assistance Corp. for N.Y.C
N.Y. Resolution:
6.625% due July 1, 2002 750,000 748,992 769,268 750,000 748,189 781,755
Nassau County Interim Finance Auth
NY Sales Tax Secured
5.75% due November 15, 2013 1,100,000 1,150,672 1,177,792 -- -- --
N.Y.C. Transitional Finance Auth
Future Tax Secured Unlimited Tax
5.5% due February 1, 2014 1,000,000 1,067,048 1,049,180 -- -- --
N.Y.S. Dormitory Authority -
Columbia University
5.25% due July 1, 2011 500,000 543,095 528,820 -- -- --
N.Y.S. Dormitory Authority - State
University Educational Facilities
7.5% due May 15, 2011 590,000 579,499 707,450 590,000 578,828 666,488
7.3% due May 15, 2000 -- -- -- 735,000 735,000 735,646
N.Y.S. Environmental Facilities
Pollution Control - Revolving Fund NYC
5.75% due June 15, 2010 -- -- -- 1,000,000 1,092,083 1,040,730
N.Y.S. Environmental Facilities
Pollution Control - Revolving Fund NYC
5.75% due June 15, 2008 1,500,000 1,559,877 1,637,865 1,500,000 1,566,799 1,555,110
N.Y.S. Environmental Facilities
Pollution Control - Revolving Fund
7.15% due March 15, 2002 -- -- -- 400,000 400,000 404,180
The accompanying notes are an integral
part of these financial statements.
- 3 -
TRIDAN CORP.
SCHEDULES OF INVESTMENTS IN MUNICIPAL OBLIGATIONS
(Continued)
April 30, 2001 and 2000
2001 2000
--------------------------------------- ---------------------------------------
Principal Amortized Market Principal Amortized Market
Amount Cost Value Amount Cost Value
----------- ----------- ----------- ----------- ----------- -----------
Revenue Backed (continued)
- --------------------------
N.Y.S. Local Government Assistance Corp.:
5.7% due April 1, 2003
Pre-refunded to July 1, 2001 $ 1,000,000 $ 998,187 $ 1,044,450 $ 1,000,000 $ 997,317 $ 1,035,580
N.Y.S. Thruway Authority - Genl Ref Rev
5.5% due January 1, 2007 1,000,000 1,051,875 1,068,780 1,000,000 1,059,748 1,019,330
N.Y.S. Urban Development Corp
Purp Rev Sub Lien
6.0% due July 1, 2005 1,500,000 1,549,835 1,619,745 1,500,000 1,560,308 1,551,705
Power Authority of N.Y.S
General Purpose Revenue
6.5% due January 1, 2008 1,675,000 1,718,512 1,869,015 1,675,000 1,723,671 1,801,245
Triborough Bridge & Tunnel Authority NY
General Purpose Revenue
5.5% due January 1, 2017 1,000,000 1,025,219 1,055,880 -- -- --
6.0% due January 1, 2012 1,500,000 1,566,229 1,669,395 3,000,000 3,147,483 3,168,900
5.5% due January 1, 2008 -- -- -- 1,000,000 1,039,839 1,019,330
----------- ----------- ----------- ----------- ----------- -----------
14,115,000 14,534,420 15,281,680 17,150,000 17,669,411 17,882,109
----------- ----------- ----------- ----------- ----------- -----------
Insured
- -------
Cleveland Hill Union Free School District
Cheektowa NY Unlimited Tax
5.5% due October 15, 2011 1,480,000 1,511,862 1,586,308 -- -- --
Long Island Power Auth NY Elec Sys Rev
6.0% due December 1, 2007 -- -- -- 1,000,000 1,114,989 1,050,200
Mt. Sinai, N.Y. Union Free School District
6.2% due February 15, 2011 1,070,000 1,066,058 1,206,735 1,070,000 1,065,774 1,147,800
N.Y.C. General Purpose
Unlimited Tax Series
6.75% due February 1, 2009 1,000,000 1,124,895 1,149,360 1,000,000 1,137,893 1,098,330
N.Y.C. Municipal Water Finance Authority
6.0% due June 15, 2009 2,000,000 2,180,670 2,219,580 2,000,000 2,198,584 2,103,460
N.Y.C. Ref Unlimited Tax:
6.75% due August 15, 2003 $ 500,000 $ 521,991 $ 535,015 $ 500,000 $ 530,883 $ 525,720
The accompanying notes are an integral
part of these financial statements.
- 4 -
TRIDAN CORP.
SCHEDULES OF INVESTMENTS IN MUNICIPAL OBLIGATIONS
(Continued)
April 30, 2001 and 2000
2001 2000
--------------------------------------- ---------------------------------------
Principal Amortized Market Principal Amortized Market
Amount Cost Value Amount Cost Value
----------- ----------- ----------- ----------- ----------- -----------
Insured (continued)
- -------------------
N.Y.S. Dormitory Authority - City
University Sys Cons
6.25% due July 1, 2005 500,000 523,098 545,480 500,000 527,965 525,370
N.Y.S. Dormitory Authority - Pace University
6.5% due July 1, 2009 1,000,000 1,102,962 1,144,310 1,000,000 1,112,963 1,087,890
N.Y.S. Dormitory Authority - Ref
City University
5.75% due July 1, 2012 -- -- -- 1,000,000 1,021,867 1,036,810
N.Y.S. Dormitory Authority - Yeshiva
University
5.375% due July 1, 2004 1,125,000 1,193,237 1,173,218 -- -- --
N.Y.S. Thruway Authority Highway
and Bridge Trust Fund
6.4% due April 1, 2004 500,000 509,939 537,055 500,000 512,987 522,935
N.Y.S. Urban Development Corp
Corp Rev Ref Correction Facility
6.0% due January 1, 2012 1,000,000 1,031,379 1,104,820 1,000,000 1,033,508 1,037,270
5.5% due January 1, 2008 1,055,000 1,083,285 1,128,797 1,055,000 1,086,815 1,075,393
City of Oswego, N.Y. Public Improvement:
6.4% due May 15, 2002 -- -- -- 500,000 500,477 515,090
Commonwealth of Puerto Rico
General Obligation
5.5% due July 1, 2006 600,000 625,108 645,738 600,000 629,322 619,122
Suffolk County Judicial Facilities Agency NY
Svc Agreement Rev John P Cohalan Complex
5.75% due October 15, 2011 1,340,000 1,368,401 1,460,198 -- -- --
Suffolk County Water Authority NY
Waterworks Rev Sub Lien
6.0% due June 1, 2009 1,260,000 1,365,497 1,397,806 -- -- --
City of Yonkers, NY General Purposes
Unlimited Tax
5.5% due August 1, 2005 -- -- -- 1,000,000 1,024,994 1,016,410
----------- ----------- ----------- ----------- ----------- -----------
14,430,000 15,208,382 15,834,420 12,725,000 13,499,021 13,361,800
----------- ----------- ----------- ----------- ----------- -----------
The accompanying notes are an integral
part of these financial statements.
- 5 -
TRIDAN CORP.
SCHEDULES OF INVESTMENTS IN MUNICIPAL OBLIGATIONS
(Continued)
April 30, 2001 and 2000
2001 2000
--------------------------------------- ---------------------------------------
Principal Amortized Market Principal Amortized Market
Amount Cost Value Amount Cost Value
----------- ----------- ----------- ----------- ----------- -----------
General Obligations
- -------------------
N.Y.C. Ref Unlimited Tax:
5.75% due August 1, 2002 985,000 982,430 1,014,127 985,000 980,509 1,000,415
State of New York Ref Unlimited Tax
6.5% due July 15, 2005 1,700,000 1,798,894 1,862,639 1,700,000 1,819,549 1,799,654
----------- ----------- ----------- ----------- ----------- -----------
2,685,000 2,781,324 2,876,766 2,685,000 2,800,058 2,800,069
----------- ----------- ----------- ----------- ----------- -----------
Private Placement
- -----------------
Massachusetts Industrial Finance Agency
Bonds Series 2000
500,000 500,000 509,880 -- -- --
----------- ----------- ----------- ----------- ----------- -----------
500,000 500,000 509,880 -- -- --
----------- ----------- ----------- ----------- ----------- -----------
U.S. Government Backed
- ----------------------
N.Y.C. General Purpose
Unlimited Tax Series
5.4% due August 1, 2000 -- -- -- 15,000 14,989 15,040
Monroe County N.Y. Pub Imp
6.0% due June 1, 2010 900,000 906,189 1,010,853 900,000 906,691 958,419
N.Y.S. Medical Care Facil Finance Agency
NY Hospital Mortgage
6.8% due August 15, 2004 1,000,000 1,104,964 1,126,600 -- -- --
----------- ----------- ----------- ----------- ----------- -----------
1,900,000 2,011,153 2,137,453 915,000 921,680 973,459
----------- ----------- ----------- ----------- ----------- -----------
$33,630,000 $35,035,279 $36,640,199 $33,475,000 $34,890,170 $35,017,437
=========== =========== =========== =========== =========== ===========
The accompanying notes are an integral
part of these financial statements.
- 6 -
TRIDAN CORP.
STATEMENTS OF OPERATIONS
Years Ended April 30, 2001 and 2000
2001 2000
----------- -----------
Investment income:
Interest $ 2,091,230 $ 2,113,157
Amortization of bond premium
and discount - net (149,097) (170,675)
----------- -----------
Total investment income 1,942,133 1,942,482
----------- -----------
Expenses:
Investment advisory fee (Note 2) 107,064 105,363
Professional fees 63,612 69,991
Directors' fees 54,000 51,750
Administrative fee 55,885 72,215
Insurance and administrative expenses 8,012 8,190
----------- -----------
Total expenses 288,573 307,509
----------- -----------
Investment income - net 1,653,560 1,634,973
----------- -----------
Realized and unrealized gain (loss) investments:
Net realized gain (loss) on investments 225,063 (94,396)
Change in unrealized appreciation (depreciation)
of investments for the year 1,477,653 (1,753,346)
----------- -----------
Net gain (loss) on investments 1,702,716 (1,847,742)
----------- -----------
Net increase (decrease) in net assets resulting from operations $ 3,356,276 $ (212,769)
=========== ===========
The accompanying notes are an integral
part of these financial statements.
- 7 -
TRIDAN CORP.
STATEMENTS OF CHANGES IN NET ASSETS
Years Ended April 30, 2001, 2000 and 1999
2001 2000 1999
------------ ------------ ------------
Increase (decrease) in net assets resulting
from operations:
Investment income - net $ 1,653,560 $ 1,634,973 $ 1,682,740
Net realized gain (loss) on investments 225,063 (94,396) 384,991
Change in unrealized
appreciation (depreciation) 1,477,653 (1,753,346) 295,969
------------ ------------ ------------
Net increase (decrease) in net assets
resulting from operations 3,356,276 (212,769) 2,363,700
Distributions to shareholders from:
Investment income - net (1,658,070) (1,704,544) (1,638,067)
Capital gains - net (96,086) (176,797) (244,769)
Redemptions of 1,377.7140 shares,
4,559.7915 shares, and
1,080.6270 shares, respectively (17,029) (54,276) (13,554)
------------ ------------ ------------
Total increase (decrease) 1,585,091 (2,148,386) 467,310
Net assets:
Beginning of year 37,125,574 39,273,960 38,806,650
------------ ------------ ------------
End of year, including
o Net undistributed (over distributed)
investment income of $(23,903),
$(19,393) and $50,178, respectively,
and
o Net undistributed (over distributed)
capital gains of $34,566, $0 and
$176,782, respectively $ 38,710,665 $ 37,125,574 $ 39,273,960
============ ============ ============
The accompanying notes are an integral
part of these financial statements.
- 8 -
TRIDAN CORP.
NOTES TO FINANCIAL STATEMENTS
April 30, 2001 and 2000
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 credit worthiness 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.
- 9 -
TRIDAN CORP.
NOTES TO FINANCIAL STATEMENTS
April 30, 2001 and 2000
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 $10,846,000 and
$10,737,000, respectively, for the year ended April 30, 2001 and $7,886,000 and
$8,695,000, respectively, for the year ended April 30, 2000.
At April 30, 2001 and 2000, the net unrealized appreciation on investments in
municipal obligations was $1,604,920 and $127,267, respectively.
Note 4 - Common stock, net asset values and share redemption plan
At April 30, 2001 and 2000, 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,
----------------------
2001 2000
-------- --------
Net asset value:
-at market value of the underlying investments $ 12.36 $ 11.85
-at amortized cost $ 11.85 $ 11.81
Shares outstanding at:
April 30, 2001 3,131,043.548
April 30, 2000 3,132,421.262
- 10 -
TRIDAN CORP.
NOTES TO FINANCIAL STATEMENTS
April 30, 2001 and 2000
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,
2001 and 2000, $785,214 (68,056.452 shares) and $768,185 (66,678.738 shares),
respectively, had been redeemed under this plan.
Note 5 - Distributions
During the years ended April 30, 2001 and 2000, distributions, which except for
capital gains were exempt from federal income tax, of $1,754,156 ($.56 per
share) and $1,881,341 ($.60 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.
- 11 -
TRIDAN CORP.
NOTES TO FINANCIAL STATEMENTS
April 30, 2001 and 2000
Note 7 - Supplementary information
Selected per share data and ratios.
For the Fiscal Years Ended April 30,
-----------------------------------------------------------------
2001 2000 1999 1998 1997
--------- --------- --------- --------- ---------
Per share data:
Investment income $ .62 $ .62 $ .63 $ .67 $ .68
Expenses (.09) (.10) (.10) (.11) (.11)
--------- --------- --------- --------- ---------
Investment income - net .53 .52 .53 .56 .57
Net realized and unrealized gain
(loss) on investments .54 (.59) .22 .26 (.04)
Distributions:
Investment income - net (.53) (.54) (.52) (.62) (.54)
Capital gains - net (.03) (.06) (.08) (.08) (.17)
--------- --------- --------- --------- ---------
Net increase (decrease)
in net asset value .51 (.67) .15 .12 (.18)
Net asset value:
Beginning of year 11.85 12.52 12.37 12.25 12.43
--------- --------- --------- --------- ---------
End of year $ 12.36 $ 11.85 $ 12.52 $ 12.37 $ 12.25
========= ========= ========= ========= =========
Ratios:
Expenses to average net assets .76% .81% .79% .88% .86%
Investment income - net
to average net assets 4.36% 4.28% 4.31% 4.53% 4.58%
Average number of shares out-
standing (in thousands) 3,132 3,135 3,138 3,139 3,147
- 12 -
TRIDAN CORP.
ANNUAL MEETING OF SHAREHOLDERS - JUNE 19, 2001
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 19,
2001, 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, MARK GOODMAN 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, 2001;
(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: 2001
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your full
title.