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, N.Y. 10022 (212) 371-2100
May 24, 1999
Dear Shareholders:
Enclosed are the annual report of Tridan Corp. for the fiscal year ended
April 30, 1999 and the proxy statement outlining the matters to be voted upon at
the June 15, 1999 shareholders' meeting.
For the fiscal year ended April 30, 1999, the Company's investment income -
net was approximately $.53 per share and net realized capital gains were
approximately $.12 per share, while $.60 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 Thursday, June 15, 1999 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,
/s/ Peter Goodman
Peter Goodman, President
PG:ho
Enclosures
TRIDAN CORP.
477 Madison Avenue
New York, New York 10022
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 15, 1999
To the Shareholders of Tridan Corp.:
The Annual Meeting of Shareholders of Tridan Corp. (the "Company") will be
held on Tuesday, June 15, 1999, 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) To increase the number of directors from five to six, and to elect 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, 2000;
(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 14, 1999 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
/s/ I. Robert Harris
I. Robert Harris, Secretary
May 25, 1999
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 15,
1999 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 25, 1999.
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 14, 1999, there were issued and outstanding 3,136,544.9260 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 14, 1999 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, 1999 and 1998 is enclosed herewith, but does not
constitute a part of the material for the solicitation of proxies.
ELECTION OF DIRECTORS
At the meeting, the size of the Board of Directors is to be increased from
five to six persons, and 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, and Mr. Stoever since 1995. Mr. Mark Goodman,
who is Peter Goodman's son, is being proposed by the Board as a new director
this year.
As of May 14, 1999, Peter Goodman owned beneficially 1,277,381.35 shares
(40.73%) 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.
-2-
The following table sets forth the names, ages and business experience of
the nominees:
Business expenerience
Name Age Age For Past Five Years
---- --- -----------------------
Thomas David Flynn 86 Trustee Emeritus of Columbia
University; Director Emeritus
of National Bureau of Economic
Research.
Mark Goodman 45 Pianist; Teacher.
Peter Goodman* 73 President of Tridan Corp.
Jay Stanley Negin 68 Attorney; Investor.
Warren Fred Pelton* 61 President of National
Association on Drug Abuse
Problems, Inc. prior to 1996;
Director of Development,
International College until
1999; Consultant.
Russell Jude Stoever 54 Vice President of Stoever
Glass & Co., Inc.
Five meetings of the Board of Directors were held during the fiscal year
ended April 30, 1999, 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 1999 (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. Goodman is an "interested person"
by reason of his being an officer and holder of more than 5% of the shares of
the Company, and Mr. Pelton by reason of his being an officer of the Company.
-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 14, 1999:
Number of Shares Percent
Title of Name and Address of Beneficially Owned of Class on
Class Beneficial Owner on May 14, 1999 May 14, 1999
----- ------------------- ------------------ ------------
Capital Stock Peter Goodman 1,277,381.35 1/ 2/ 40.73%
(par value $.02) Wendover Road
Rye, NY 10580
Barbara S. Goodman 375,500.00 1/ 11.97%
(wife of Peter Goodman)
Wendover Road
Rye, NY 10580
Thomas Goodman 703,982.17 2/ 3/ 22.44%
79-11 41st Avenue
Elmhurst, NY 11373
Robert W. Erdos 282,640.11 2/ 4/ 9.01%
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 0.95%
12651 Hunters Lakes Court
Bonita Springs, FL 34135
All officers, 1,384,645.57 2/ 3/ 44.15%
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.
-4-
2/ Including the following shares owned by Tridan Corp. Employees Stock
OwnershipTrust, 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 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, 2000. 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.
-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 20, 1999, the Board of Directors (including the
Company's independent directors) unanimously approved a continuation of the
Agreement until June 30, 2000 (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 $110,285
applicable to the year ended April 30, 1999.
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, 1999 Fee Rate
------------------ ---------------- ---------------
The Federal Money Market Portfolio $ 1,746,121,178 .20% on first
$1 billion;
.10% on balance
The Treasury Money Market Portfolio $ 626,819,986 .20% on first
$1 billion;
.10% on balance
The Prime Money Market Portfolio $ 11,252,676,305 .20% on first
$1 billion;
.10% on balance
The Tax Exempt Money Market .20% on first
Portfolio $ 1,881,710,038 $1 billion;
.10% on balance
-6-
The Short Term Bond Portfolio $ 285,452,556 .25%
The U.S. Fixed Income Portfolio $ 1,536,341,883 .30%
The Tax Exempt Bond Portfolio $ 834,229,481 .30%
The U.S. Equity Portfolio 726,272,411 .40%
The U.S. Small Company Portfolio $ 544,950,181 .60%
The International Equity Portfolio $ 483,812,772 .60%
The Diversified Portfolio 872,372,490 .55%
The Emerging Markets Equity Portfolio $ 188,497,233 1.00%
The New York Total Return
Bond Portfolio $ 203,740,943 .30%
The European Equity Portfolio $ 26,146,409 .65%
Global Strategic Income Portfolio $ 276,442,198 .45%
Emerging Markets Debt Portfolio $ 16,872,576 .70%
International Opportunities Portfolio $ 337,190,541 .60%
Tax Aware U.S. Equity Fund $ 124,014,739 .45%
Tax Aware Disciplined Equity Fund $ 219,576,652 .35%
Disciplined Equity Portfolio $ 1,128,631,763 .35%
California Bond Fund $ 81,370,429 .30%
JPM Treasury Money Market Portfolio $ 1,768,848 .20%
JPM Bond Portfolio $ 38,652,812 .30%
JPM Equity Portfolio $ 24,242,955 .40%
JPM Small Company Portfolio $ 7,796,203 .60%
JPM International Equity Portfolio $ 11,701,370 .60%
JPM Institutional Market Neutral
Portfolio $ 10,073,143 1.50%
JPM Large Capital Growth Portfolio $ 5,354,359 .50%
JPM Smart Index Portfolio $ 5,472,869 .25%
JPM Global 50 Fund $ 92,508,035 1.25%
The Northmore Fund $ 122,223,348 *.75%
*.75 of average daily gross assets.
-7-
JPM Tax Aware Enhanced Income
Portfolio $ 129,548,517 .25%
Mutual Investment Fund of .50% on first
Connecticut, Inc. $ 44,312,760 $75 million;
.45% on balance
US Small Company Opportunities $ 277,976,174 $.60%
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; 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,
-8-
Tenneco Inc.; John A. Krol, Retired Chairman of the Board, 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.
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 67) 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 2000 ANNUAL MEETING
The next annual meeting of shareholders of the Company will be held in
June, 2000. 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, 2000.
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 25, 1999 By Order of the Board of Directors
/s/ I. Robert Harris
I. Robert Harris, Secretary
-9-
TRIDAN CORP.
ANNUAL MEETING OF SHAREHOLDERS - JUNE 15, 1999
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 15,
1999, 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, 2000;
(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: 1999
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please
give your full title.