<Page>
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 COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
TOROTEL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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:
------------------------------------------------------------------------
<Page>
TOROTEL, INC.
13402 SOUTH 71 HIGHWAY
GRANDVIEW, MISSOURI 64030
August 16, 2002
Dear Shareholder:
You are cordially invited to attend the annual meeting of the
shareholders of Torotel, Inc., a Missouri corporation (the "Corporation"), to be
held at 4:30 p.m. local time on Monday, September 16, 2002, at the Corporation's
offices in Grandview, Missouri, to transact business as set forth in the formal
notice that follows.
YOUR VOTE IS IMPORTANT. Whether or not you expect to attend the annual
meeting, please sign and date the accompanying Proxy and return it promptly in
the enclosed postage paid envelope. If you decide to attend the annual meeting,
you may revoke your Proxy and vote your shares in person.
As always, we appreciate your loyalty and support as a shareholder of
the Corporation.
Sincerely,
/s/ Dale H. Sizemore, Jr.
Dale H. Sizemore, Jr.
Chairman and Chief Executive Officer
<Page>
TOROTEL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY, SEPTEMBER 16, 2002
TO THE SHAREHOLDERS OF TOROTEL, INC.:
NOTICE is hereby given that the annual meeting (the "Meeting") of the
shareholders of Torotel, Inc., a Missouri corporation (the "Corporation"), will
be held at 4:30 p.m. local time on Monday, September 16, 2002, at the
Corporation's offices in Grandview, Missouri, for the following purposes:
1. To elect three members to serve on the Board of
Directors of the Corporation until the next annual
meeting of shareholders and until their successors have
been duly elected and qualified, unless they shall
sooner die, resign or be removed;
2. To transact such other business as may properly come
before the Meeting or any postponement or adjournment
thereof.
Shareholders of record at the close of business on August 2, 2002, will
be entitled to receive notice of and to vote at the Meeting. The accompanying
Proxy is solicited by the Board of Directors. All of the above matters are more
fully described in the accompanying Proxy Statement, into which this Notice is
incorporated by reference.
Shareholders are cordially invited to attend the Meeting in person.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE.
IF YOU DECIDE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ H. James Serrone
H. James Serrone
Secretary of Torotel, Inc.
August 16, 2002
<Page>
TOROTEL, INC.
13402 SOUTH 71 HIGHWAY
GRANDVIEW, MISSOURI 64030
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY, SEPTEMBER 16, 2002
GENERAL INFORMATION
SECURITY HOLDERS ENTITLED TO VOTE
Holders of shares of common stock, par value $.01 per share (the
"Common Stock"), of Torotel, Inc., a Missouri corporation (the "Corporation"),
of record at the close of business on August 2, 2002 (the "Shareholders"), will
be entitled to vote at the annual meeting of the Shareholders to be held at 4:30
p.m. local time on Monday, September 16, 2002, at the Corporation's principal
executive offices in Grandview, Missouri, and at any subsequent time which may
be necessary by the postponement or adjournment thereof (the "Meeting"). The
Corporation's principal executive offices are located at 13402 South 71 Highway,
Grandview, Missouri 64030, and its telephone number is (816) 761-6314.
This Proxy Statement, together with the Notice of Annual Meeting, the
enclosed Proxy, and the accompanying 2002 Annual Report to Shareholders, were
initially distributed to the Shareholders on or about August 16, 2002.
If the enclosed Proxy is properly executed and returned prior to voting
at the Meeting, the shares represented thereby will be voted in accordance with
any specifications made therein. In the absence of instructions, the shares will
be voted "FOR" the nominees to the Board of Directors of the Corporation (the
"Directors," or the "Board of Directors") in the election of Directors, as more
fully described in the section herein entitled "Proposal One".
QUORUM
A majority of the outstanding shares of Common Stock entitled to be
voted as of the Record Date (as defined herein) at the Meeting, represented in
person or by Proxy, is necessary to constitute a quorum to transact business at
the Meeting. If a quorum is present, the three nominees for Director receiving
the greatest number of votes at the Meeting will be elected to the Board of
Directors.
ABSTENTIONS AND BROKER NON-VOTES
Abstentions and broker non-votes (which occur if a broker or other
nominee does not have discretionary authority and has not received voting
instructions from the beneficial owner with respect to a particular item) are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. Abstentions are counted in tabulations of the votes
cast on proposals presented to the Shareholders and have the same legal effect
as a vote against a particular proposal. Broker non-votes are not counted for
purposes of determining whether a proposal has been approved by the requisite
Shareholder vote. The Shareholders will not have dissenters' rights of appraisal
with respect to any of the actions to be taken at the Meeting.
REVOCABILITY OF PROXIES
Shareholders who execute Proxies retain the right to revoke them at any time
before they are voted by notifying the Secretary of the Corporation in writing,
by delivering a duly authorized Proxy bearing a later date, or by attending the
Meeting and voting in person.
1
<Page>
SOLICITATION
The accompanying Proxy is being solicited by and on behalf of the Board
of Directors. Solicitation will be by mail. Proxy cards and materials will be
distributed to beneficial owners through brokers, custodians, nominees and
similar parties. The Corporation estimates that the total amount to be spent in
solicitation of the Proxies will be approximately $5,000. The entire cost of
this solicitation, including the expenses of printing and mailing this proxy
statement to the Shareholders, the accompanying Notice of Annual Meeting of
Shareholders, proxy form, and Annual Report for fiscal year ended April 30,
2002, will be paid by the Corporation. In addition, the Corporation may
reimburse brokerage firms and others for their expenses in forwarding
solicitation materials regarding the Meeting to beneficial owners. In addition
to solicitation by mail, officers and regular employees of the Corporation may
solicit proxies from Shareholders by telephone, telegram, or personal interview.
Such persons will receive no additional compensation for such services.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The securities entitled to be voted at the Meeting consist of shares of
Common Stock of the Corporation. Each Shareholder is entitled one vote per each
share of Common Stock, except in the election of directors where Shareholders
have cumulative voting rights as described below under "Cumulative Voting."
There were 5,111,590 shares of Common Stock issued and outstanding (exclusive of
treasury shares) at the close of business on the record date of the Meeting.
The close of business on August 2, 2002 has been fixed by the Board of
Directors as the record date (the "Record Date") for determining the
Shareholders who will be entitled to vote at the Meeting.
The following persons beneficially own more than 5% of the outstanding
Common Stock of Torotel, Inc.:
<Table>
<Caption>
NAME AND ADDRESS AMOUNT BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED OF CLASS
------------------- ------------------- --------
Alexandra Z. Caloyeras 835,304 (a) 16.3%
110 Sullivan Street
Apt 4B
New York, New York 10012
Aliki S. Caloyeras 835,304 (b) 16.3%
266 West 11th Street
Apt. 1RW
New York, New York 10014
Basil P. Caloyeras 835,303 (c) 16.3%
2041 West 139th Street
Gardena, CA 90249
Richard A. Sizemore 264,995 (d) 5.2%
Linda V. Sizemore
8356 Hallet
Lenexa, KS 66215
Gregory M. Sizemore 253,978 (e) 5.0%
Julie Sizemore
12735 Mohawk Circle
Leawood, KS 66209
</Table>
2
<Page>
(a) Alexandra Z. Caloyeras' individual direct ownership is 769,667 shares.
Ms. Caloyeras' indirect ownership includes 65,637 shares which is
equivalent to 33% of the 198,900 shares owned by the Caloyeras Family
Partnership L.P., a limited partnership in which Ms. Caloyeras is a
limited partner. Alexandra Z. Caloyeras is the sister of Aliki S.
Caloyeras and Basil P. Caloyeras.
(b) Aliki S. Caloyeras' individual direct ownership is 769,667 shares. Ms.
Caloyeras' indirect ownersp includes 65,637 shares which is equivalent
to 33% of the 198,900 shares owned by the Caloyeras Family Partnership
L.P., a limited partnership in which Ms. Caloyeras is a limited partner.
Aliki S. Caloyeras is the sister of Alexandra Z. Caloyeras and Basil P.
Caloyeras.
(c) Basil P. Caloyeras' individual direct ownership is 769,666 shares. Ms.
Caloyeras' indirect ownership includes 65,637 shares which is equivalent
to 33% of the 198,900 shares owned by the Caloyeras Family Partnership
L.P., a limited partnership in which Mr. Caloyeras is a limited
partner. Basil P. Caloyeras is the brother of Alexandra Z. Caloyeras and
Aliki S. Caloyeras.
(d) Richard A. Sizemore and Linda V. Sizemore are husband and wife. Mr. and
Mrs. Sizemore's individual direct ownership is 140,226 and 15,666
shares, respectively. Mr. Sizemore's indirect ownership includes 58,976
shares which are owned by Mr. Sizemore as trustee for his children, and
50,127 shares which is equivalent to 25% of the 200,506 shares owned by
Sizemore Enterprises, a General Partnership in which Mr. Sizemore is a
general partner.
(e) Gregory M. Sizemore and Julie Sizemore are husband and wife. Mr. and
Mrs. Sizemore's individual direct ownership is 137,654 and 15,666
shares, respectively. Mr. Sizemore's indirect ownership includes 50,532
shares which are owned by Mr. Sizemore as trustee for his children,
50,126 shares which is equivalent to 25% of the 200,506 shares owned by
Sizemore Enterprises, a General Partnership in which Mr. Sizemore is a
general partner.
INFORMATION REGARDING THE CORPORATION
ANNUAL REPORT
This Proxy Statement is accompanied by the Annual Report to
Shareholders for the fiscal year ended April 30, 2002 (the "Annual Report").
PROPOSAL ONE
THE ELECTION OF THE BOARD OF THE DIRECTORS
DIRECTORS AND COMMITTEES
The Board of Directors of the Corporation currently consists of three
(3) individuals, all of whom will be nominated at the Meeting for election as
members of the Board of Directors, to serve until the next annual meeting of
Shareholders, and until their successors have been elected and qualified, unless
they should sooner die, resign or be removed. The Corporation's Articles of
Incorporation authorize seven directors; however, there is no immediate plan to
fill the vacancies. The three nominees to be elected at the Meeting are as
follows: H. James Serrone, Dale H. Sizemore, Jr., and Richard A. Sizemore.
BIOGRAPHICAL INFORMATION
Biographical summaries concerning the three nominees, the Corporation's
executive officers and significant employees, and information with respect to
the number of shares of Common Stock beneficially
3
<Page>
owned by each as of July 23, 2002, are shown below. The number of shares
beneficially owned includes shares, if any, held in the name of the spouse,
minor children, or other relatives of the individual living in his or her home,
as well as shares, if any, held in the name of another person under an
arrangement whereby the individual enjoys the right to vote such shares or to
use of the income from such shares, or whereby the individual can vest or
re-vest title in himself or herself immediately or at some future time. Dale H.
Sizemore, Jr., both a Director and an officer, and Richard A. Sizemore, a
Director, are brothers.
<Table>
<Caption>
BIOGRAPHICAL SUMMARIES OF SHARES OF COMMON STOCK
NOMINEES, EXECUTIVE OFFICERS, AND BENEFICIALLY OWNED PERCENT
SIGNIFICANT EMPLOYEES AT JULY 23, 2002 OF CLASS
- ----------------------------------------------------- ----------------------------- --------
Dale H. Sizemore, Jr., age 50 229,130 (a) 4.4%
Chairman of the Board, President and
Chief Executive Officer of the Corporation
13402 South 71 Highway
Grandview, MO 64030
Mr. Sizemore became a Director of the Corporation in 1984. He has served as Chairman and Chief Executive Officer
since 1995 (except for a brief period in early 1999, when Mr. Peter Caloyeras served as CEO). Mr. Sizemore has
served as President from 1995 to 1996, and since April 1999. He was self-employed from 1983 to 2001. In January
2002, Mr. Sizemore became an active member of Torotel's management team.
Richard A. Sizemore, age 42 264,995 (b) 5.2%
Director of the Corporation
13402 South 71 Highway
Grandview, MO 64030
Mr. Sizemore became a Director of the Corporation in 1995. He has been owner and President of Interactive
Design, Inc., located in Lenexa, Kansas, since 1987. He holds a B.S. degree in electrical engineering and an
M.B.A. from the University of Kansas.
H. James Serrone, age 47 6,916 0.1%
Director, Vice President of Finance, Secretary
and Chief Financial Officer of the Corporation
13402 South 71 Highway
Grandview, MO 64030
Mr. Serrone became a Director of the Corporation in 1999. He joined Torotel in 1979, became Controller in 1982,
and was named Vice President in 1993. Mr. Serrone has served as Vice President of Torotel Products since 1992.
He has been General Manager of Torotel Products since 1996.
All Directors and Executive Officers
as a Group (3 persons) 501,041 9.8%
</Table>
(a) Dale H. Sizemore, Jr.'s direct ownership is 130,964 shares. Mr. Sizemore's
beneficial ownership includes 14,351 shares owned by Mr. Sizemore's spouse,
33,688 shares owned by Mr. Sizemore as trustee for his children, and 50,127
shares which is equivalent to 25% of the 200,506 shares owned by Sizemore
Enterprises, a General Partnership in which Mr. Sizemore is a general
partner.
(b) Richard A. Sizemore's beneficial ownership includes 50,127 shares which is
equivalent to 25% of the 200,506 shares owned by Sizemore Enterprises, a
General Partnership in which Mr. Sizemore is a general partner. See the
text and footnotes regarding Mr. Sizemore's beneficial ownership discussed
above in the section entitled "Voting Securities and Principal Holders
Thereof."
4
<Page>
None of the Directors holds a directorship in any other company with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934, or subject to the requirements of Section 15(d) of the Securities Act of
1933, or any company registered as an Investment Company under the Investment
Company Act of 1940.
BOARD MEETINGS AND DIRECTOR COMPENSATION
During the fiscal year ended April 30, 2002, the Board of Directors
held a total of six (6) meetings. Each of the incumbent directors being
nominated for re-election attended more than 75% of the Board of Directors
meetings held while he was a Director. H. James Serrone is to be compensated at
the rate of $100 per Board of Directors meeting attended. Dale H. Sizemore, Jr.
and Richard A. Sizemore are to be compensated at the rate of $6,000 per fiscal
year, plus $600 per Board of Directors meeting attended, and $400 per committee
meeting attended. All directors' compensation has been deferred since October
1998.
COMMITTEES
H. James Serrone and Dale H. Sizemore, Jr. are members of the
Administrative Committee for the Employee Stock Purchase Plan (the "Plan
Committee"). The Plan Committee receives its authority from the Employee Stock
Purchase Plan (the "Plan") and from the Board of Directors. The Plan Committee
administers and implements the Plan and determines the eligibility of employees
to participate in the Plan. The Plan Committee does not meet on a regular basis
but meets as required. The Plan Committee did not meet during the last fiscal
year.
Dale H. Sizemore, Jr. and Richard A. Sizemore are members of the
Compensation Committee, the purpose of which is to determine the compensation of
the executive officers of the Corporation. The Compensation Committee held a
total of three (3) meetings during the last fiscal year.
The Corporation does not have a nominating committee.
None of the Directors meet the definition of independence as described
in Rule 4200(a)(15) of the NASD's listing standards. As a result, the
Corporation does not have an Audit Committee and has not adopted a written
charter for an Audit Committee; however, in executing its fiduciary duties, the
Board of Directors has assumed the responsibilities of the Audit Committee.
CUMULATIVE VOTING
There will be cumulative voting for the election of Directors. In cumulative
voting, each share carries as many votes as there are vacancies to be filled and
each Shareholder is permitted to distribute the votes for all of his or her
shares among the nominees in any way he or she desires. Since three Directors
are nominated, each Shareholder may cast that number of votes which is equal to
the number of shares owned by him or her multiplied by three. If no choice is
indicated on the enclosed Proxy, the persons named in the Proxy will cumulate
the votes and distribute them among the nominees in their discretion. If a
Shareholder desires to cumulate his or her votes for the Directors in a
particular manner, he or she should indicate the number of votes to be cast on
the Shareholder's behalf for each nominee immediately following that nominee's
name on the Proxy. The Proxies cannot be voted for a greater number of persons
than the number named herein. If any nominee should be unable to serve, the
Proxy will be voted for such person as shall be designated by the Board of
Directors of the Corporation to replace any such nominee. The Board of Directors
presently has no knowledge that any of the nominees will be unable to serve. The
three Directors receiving the largest number of votes will be elected.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR
OF THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS.
5
<Page>
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation of the named executive
officers for each of the Corporation's last three completed fiscal years.
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
- ---------------------------------------------------------------------------------------------------------------
NAME AND OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDED COMPENSATION
- -------------------------------- ----------- --------------- --------------- ------------- --------------------
Dale H. Sizemore, Jr. 2002 $ 30,000 $ 25,000 -0- $ 16,625
President and Chief Executive 2001 $ -0- $ -0- -0- $ -0-
Officer 2000 $ -0- $ -0- -0- $ -0-
- -------------------------------- ----------- --------------- --------------- ------------- --------------------
</Table>
OPTION GRANTS
There were no grants of stock options made to the named executive
officer during the Corporation's last completed fiscal year.
AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE
There were no stock option exercises made during the last completed
fiscal year and the executive officer identified above did not have any
unexercised stock options as of April 30, 2002.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires executive officers and
directors of the Corporation, and persons who beneficially own more than ten
percent (10%) of the Corporation's Common Stock (collectively referred to herein
as "Reporting Persons"), to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission (the
"Commission"). Reporting Persons are required by Commission regulations to
furnish the Corporation with copies of all Section 16(a) forms they file. Based
solely upon a review of copies of Forms 3, 4 and 5 and amendments thereto
furnished to the Corporation during its most recent fiscal year, the Corporation
believes that except for H. James Serrone, all directors and officers are in
compliance with the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934. Mr. Serrone filed a delinquent Form 4 in March 2002
disclosing a stock option grant received in November 2001.
CERTAIN RELATIONSHIPS AND LEGAL PROCEEDINGS
INDEBTEDNESS TO SHAREHOLDERS
On March 28, 2002, the Corporation entered into a $750,000 promissory
note with the Caloyeras Family Partnership, whose members beneficially own and
control 49% of the outstanding common shares of Torotel. Under the terms of the
note, the outstanding balance bears interest at a rate of 7% per annum and
requires quarterly interest only payments of $13,125 beginning June 28, 2002.
The note has a maturity date of March 28, 2007, and is collateralized by the
common stock owned by Torotel in Apex Innovations and Electronika. As of April
30, 2002, the outstanding principal balance was $750,000. Proceeds of the loan
were used to acquire a 17% equity interest in Apex Innovations, Inc.
6
<Page>
EMPLOYMENT AGREEMENTS
Torotel has employment agreements with Dale H. Sizemore, Jr. in
connection with his duties as chairman and chief executive officer, and H. James
Serrone in connection with his duties as chief financial officer of Torotel,
Inc. and general manager of Torotel Products, Inc. Both agreements were
effective March 20, 2002, and expire on March 19, 2005, unless the parties
mutually agree to extend the agreements.
The agreements provide for minimum base monthly salaries of $8,333.33
and $6,000 for Messrs. Sizemore and Serrone, respectively, plus other benefits
and incentive awards as determined by Torotel's board of directors. The
agreements further provide that if a party's employment is terminated by Torotel
prior to the expiration date, other than for cause, that party will receive a
severance payment as follows: a lump sum severance payment in the amount of
twelve (12) times the monthly base salary if the termination without cause
occurs during the first two years of the agreement; a lump sum severance payment
in the amount of six (6) times the monthly base salary if the termination
without cause occurs during the third year of the agreement. The agreements also
provide for a restrictive covenant of non-competition for a period of two years
following termination of employment.
REPORT OF THE BOARD OF DIRECTORS IN ITS ROLE AS THE AUDIT COMMITTEE
The following is the report of the Board of Directors, in its role as
the Audit Committee, with respect to the Corporation's audited financial
statements for the fiscal year ended April 30, 2002. The information contained
in this report shall not be deemed to be "soliciting material" or to be "filed"
with the Securities and Exchange Commission, nor shall such information be
incorporated by reference into any future filing under the Securities Act of
1933, as amended, or the 1934 Securities Exchange Act, as amended, except to the
extent that the Corporation specifically incorporates by reference in such
filing.
AUDITED FINANCIAL STATEMENTS
H. James Serrone, Dale H. Sizemore, Jr., and Richard A. Sizemore, whom
comprise the entire Board of Directors, have reviewed and discussed the audited
financial statements for the fiscal year ended April 30, 2002, with the
Corporation's management and Grant Thornton LLP, the Corporation's independent
accountants. The Board of Directors has also discussed with Grant Thornton LLP
the matters required to be discussed by Statement on Auditing Standards No. 61.
The Board of Directors has also received and reviewed the written
disclosures and the letter from Grant Thornton LLP required by Independence
Standards Board Standard No. 1, and has discussed their independence with Grant
Thornton LLP.
Based on the reviews and discussions referred to above, the Board of
Directors recommended that the financial statements referred to above be
included in the Corporation's annual report on Form 10-KSB for the fiscal year
ended April 30, 2002.
Dale H. Sizemore, Jr. (Chairman)
H. James Serrone
Richard A. Sizemore
FEES PAID TO THE INDEPENDENT ACCOUNTANTS
AUDIT FEES
Grant Thornton LLP billed the Corporation aggregate fees of $46,250 for
professional services rendered for the audit of the Corporation's annual
consolidated financial statements for the fiscal year ended April 30, 2002, and
for reviews of the consolidated financial statements included in the
Corporation's quarterly reports on Form 10-QSB for the first three quarters of
fiscal 2002.
7
<Page>
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
None.
ALL OTHER FEES
Grant Thornton LLP billed the Corporation aggregate fees of $13,823 for
other professional services rendered in fiscal 2002, including professional
services in connection with tax preparation, tax consultation, statutory filings
and other consulting services.
The Board of Directors has considered whether the provision by Grant
Thornton LLP of the non-audit services listed above is compatible with
maintaining Grant Thornton LLP's independence.
OTHER MATTERS
OTHER BUSINESS
The Board of Directors knows of no other business to be transacted at
the Meeting. If any other business is properly brought before the Meeting, the
persons named in the enclosed Proxy or their substitutes will vote in accordance
with their best judgment on such matters.
AVAILABILITY OF ACCOUNTANTS
The Board of Directors has appointed Grant Thornton LLP as the
Corporation's principal accountants for the fiscal year ending April 30, 2003.
Representatives of Grant Thornton LLP are expected to be present at the Meeting.
An opportunity will be provided for the representatives to make a statement, if
they desire to do so, and to respond to appropriate shareholder questions.
DEADLINE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS
Proposals of shareholders of the Corporation which are intended to be
presented by the Corporation at the Corporation's 2003 annual meeting of
shareholders must be received by the Corporation no later than May 15, 2003, so
that they may be included in the Proxy Statement relating to that meeting.
Notice of shareholder proposals to be acted on at the Corporation's
2003 annual meeting that the shareholder does not seek to include in the
Corporation's Proxy Statement pursuant to Rule 14a-8 of Regulation 14A of the
Exchange Act that are received by the Corporation after August 1, 2003, will be
considered untimely.
GENERAL
In order that your shares may be represented if you do not plan to
attend the Meeting, and in order to assure the required quorum and voting,
please sign, date and return the enclosed Proxy promptly.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ H. James Serrone
H. James Serrone
Secretary of the Corporation
8
<Page>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TOROTEL, INC.
13402 SOUTH 71 HIGHWAY
GRANDVIEW, MO 64030
The undersigned hereby appoints Harold E. Norem and H. James Serrone,
as Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of common
stock of Torotel, Inc. held of record by the undersigned on August 2, 2002, at
the Annual Meeting of Shareholders to be held on September 16, 2002, and any
adjournments thereof.
1. ELECTION OF DIRECTORS:
FOR all nominees listed below. WITHHOLD AUTHORITY to vote for (except
as marked to the contrary below) all nominees listed below.
H. JAMES SERRONE ( ) DALE H. SIZEMORE, JR. ( ) RICHARD A. SIZEMORE ( )
INSTRUCTION: A checkmark in the box before "FOR all nominees" gives the Proxies
full voting authority. A checkmark in the box before "WITHHOLD AUTHORITY"
precludes the Proxies voting on nominees. TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.
UNLESS YOU INDICATE OTHERWISE, THE PROXIES WILL CUMULATE YOUR VOTES AND
DISTRIBUTE THEM AMONG THE NOMINEES IN THEIR DISCRETION. If you do not wish to
distribute your cumulative votes equally among the nominees (refer to enclosed
Proxy Statement), please indicate the number of votes to be cast for each
nominee on your behalf following that nominee's name. Please note that you are
allowed that number of votes which is equal to the number of shares owned by you
multiplied by three (3).
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. In addition, in the event a
nominee named herein is unable to serve, or for good cause will not serve, the
Proxies are authorized to vote for the election of any other person as a
director.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" ALL NOMINEES LISTED IN PROPOSAL 1. PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
DATED THIS _____ DAY OF ___________, 2002. ______________________________
SIGNATURE
_____________________________
SIGNATURE IF HELD JOINTLY
Please sign exactly as your name appears hereon. When signing as attorney,
executor, administrator, trustee, guardian or any similar representative
capacity, please give your full title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person. When stock is held by
joint tenants, both must sign.