1 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 Commission only (as permitted by Rule 14a-6(e)(2)). [X] Definitive proxy statement. [ ] Definitive additional materials. [ ] Soliciting material pursuant to Rule 14a-12 TRANS-INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if Other Than the Registrant) Payment of filing fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. - -------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- 2 [TRANS-INDUSTRIES, INC. LOGO] -------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS -------------------- To the Stockholders of TRANS-INDUSTRIES, INC. Notice is hereby given that the Annual Meeting of Stockholders of Trans-Industries, Inc. will be held at the Auburn Hills Hilton Suites, 2300 Featherstone, Auburn Hills, Michigan, on May 16, 2001, at 11:00 a.m., for the following purposes: 1. To elect five directors; 2. To ratify the appointment of Grant Thornton LLP as independent auditor for the company for the fiscal year ending December 31, 2001; and 3. To transact such other business as may properly come before the meeting. The Board of Directors has fixed the close of business on March 23, 2001 as the record date for the determination of stockholders of the Company entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. By Order of the Board of Directors, /s/ Robert J. Ruben Robert J. Ruben Secretary Dated: Rochester Hills, Michigan April 12, 2001 STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE URGED TO SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN THE ENCLOSED ENVELOPE. 3 TRANS-INDUSTRIES, INC. 2637 S. ADAMS ROAD ROCHESTER HILLS, MICHIGAN 48309 APRIL 12, 2001 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 16, 2001 This Proxy Statement is furnished in connection with the solicitation on behalf of the management of Trans-Industries, Inc. (the "Company"), a Delaware corporation, of proxies for the Annual Meeting of its Stockholders to be held on May 16, 2001 for the purpose of considering and acting upon the matters specified in the Notice of Annual Meeting of its Stockholders accompanying this Proxy Statement. This Proxy Statement and the accompanying form of proxy are being mailed to stockholders on or about April 12, 2001. PROXY SOLICITATION All proxies in the enclosed form which are properly executed and returned to the Company will be voted at the Annual Meeting, and any adjournments thereof, in accordance with any directions thereon, or, if no directions are made, will be voted FOR approval of proposals 1 and 2 set forth in the Notice of Annual Meeting. Stockholders who execute proxies may revoke them at any time before they are voted. The enclosed proxy is revocable by a stockholder at any time prior to the exercise thereof by submitting written notice of revocation or subsequently executed proxy to the Secretary of the Company. Signing and mailing the proxy will not affect a stockholder's right to give a later proxy. If a stockholder executing a proxy attends the meeting and votes in person, the proxy will not be used. As of the close of business on March 23, 2001, the record date, the Company had outstanding 3,139,737 shares of Common Stock. Each such share is entitled to one vote with respect to each matter to be voted on at the meeting. The only persons known by the Company to own of record or beneficially more than 5% of the outstanding shares of the Company's Common Stock are those listed under the heading "Principal Stockholders" below. PRINCIPAL STOCKHOLDERS Set forth below is information respecting persons who, to the knowledge of the Company, owned beneficially more than 5% of the Company's outstanding shares of Common Stock as of February 28, 2001, as well as the amount and percentage of the Company's outstanding shares owned beneficially by all directors and officers of the Company as a group. NAME AND ADDRESS SHARES OF COMMON STOCK PERCENTAGE OF COMMON STOCK OF BENEFICIAL OWNER BENEFICIALLY OWNED OWNED AS OF FEBRUARY 28, 2001 ------------------- -------------------------- ----------------------------- Dale S. Coenen 2637 S. Adams Rd. Rochester Hills, MI 48309 ............................. 579,389 18.5% Duncan Miller 2637 S. Adams Rd. Rochester Hills, MI 48309.............................. 495,938 15.8% Trans-Industries, Inc. Profit Sharing Plan 2637 S. Adams Road Rochester Hills, MI 48309.............................. 327,208 10.4% Steven T. Newby 555 Quince Orchard Rd., Suite 606 Gaithersburg, MD 20878................................. 300,000 9.6% 2 4 Ronald C. Lamparter 7204 Sterling Ponds Court Sterling Heights, MI 48312............................. 253,700 8.1% All directors and officers as a group (9 persons).......... 1,290,358 41.1% I. ELECTION OF DIRECTORS At the meeting, five directors are to be elected to hold office until the next annual meeting and until their successors have been elected and qualified. It is the intention of the persons named in the enclosed form of proxy to vote for the election, as directors, of the persons named in the table below. In case any such nominee should become unavailable for any reason, which the management has no reason to anticipate, the proxy holders reserve the right to substitute another person of their choice in his place. All persons named in the table below are now directors of the Company and were elected by the stockholders at the annual meeting in 2000. The information concerning the nominees and their security holdings has been furnished by them to the Company. SHARES OF COMMON STOCK PRINCIPAL OCCUPATION AND BENEFICIALLY PERCENT NAME OF ORGANIZATION DIRECTOR OWNED AS OF OF NAME AND AGE IN WHICH CARRIED ON SINCE FEBRUARY 28, 2001 CLASS ------------ ------------------- ----- ----------------- ----- Dale S. Coenen (72)............. Chairman of the Board and 1967 579,389 18.5% President of the Company Duncan Miller (76).............. Private Investor 1967 495,938 15.8% Harry E. Figgie, Jr. (77)....... Private Investor, 2000 123,437 3.9% Chairman of the Board, The Clark Reliance Corporation (Manufacturer of liquid flow meters and valves) O.K. "Bud" Dealey, Jr. (60)..... President, 1998 47,437 1.5% Transmatic, Inc. Jessie D. Swinea, Jr. (65)...... President, 1998 7,500 .2% Vultron, Inc. Each of the nominees has been engaged in the principal occupation set forth above for more than the past five years. In addition to various informal conferences and meetings, the Board of Directors held four regular meetings during 2000. All directors, except Mr. Figgie who was elected in May of 2000, attended all of such meetings. The directors received the following fees: Dale S. Coenen $25,000, Duncan Miller $25,000, O.K. "Bud" Dealey, Jr. $25,000, Jessie D. Swinea, Jr., $25,000, and Harry E. Figgie, Jr. $15,625. The Company has an Executive Committee of the Board of Directors, which held four meetings during the 2000 fiscal year. The members of the Executive Committee are Dale S. Coenen and Duncan Miller. The Company does not have nominating or compensation committees. The Board of Directors recommends the election of the nominees listed above. The affirmative vote of a majority of the shares of the Common Stock represented at the meeting is required for election. 3 5 AUDIT COMMITTEE REPORT The Company has an Audit Committee of the Board of Directors, consisting entirely of directors, two of whom were not officers or employees of the Company. Its members were Dale S. Coenen, Duncan Miller, and Harry E. Figgie, Jr. Mr. Dale Coenen, Chairman of the Board, is a member of the Audit Committee and it is anticipated that on or prior to June 14, 2001, the committee will consist solely of independent directors in accordance with National Association of Securities Dealer regulations. The Audit Committee held four meetings during the 2000 fiscal year. It reviewed the scope and results of the independent accountants' examination and related fees, company management letters, and internal audit activity of the Company, and discussed with the independent accountants the material required to be discussed by Statement on Auditing Standards No. 61 and reviewed the written disclosures and letter from the independent accountants required by the Independence Standards Loan's Standards No. 1, and other pertinent auditing and internal control matters. The Audit Committee also recommended to the board that the audited financial statements be included in the annual report on Form 10-K for the 2000 fiscal year. Additionally, during 2000 the Audit Committee developed a written charter (see Exhibit A) and filed it with NASDAQ. EXECUTIVE COMPENSATION The following table sets forth information concerning the compensation for services in all capacities to the Company and its subsidiaries for the years ended December 31, 2000, 1999 and 1998 of those persons who were, at December 31, 2000, (i) the Chief Executive Officer and (ii) the next four most highly compensated executive officers of the Company and its subsidiaries (the "Named Officers"). SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION ---------------------------------------------------------- OTHER ANNUAL ALL OTHER NAME AND PRINCIPAL SALARY BONUS COMPENSATION COMPENSATION POSITION YEAR ($) (3) ($) (1) (3) ($) (3) ($) (2) (3) --------------------------- ----- --------- ----------- ---------------- ------------ Dale S. Coenen 2000 $325,600 $ -0- $25,000 $ -0- Chairman of the Board 1999 307,145 -0- 25,000 7,655 and President of 1998 288,254 170,000 25,000 7,475 Trans-Industries, Inc. O.K. Dealey, Jr. 2000 165,877 -0- 25,000 2,488 President of 1999 152,973 91,784 25,000 9,613 Transmatic, Inc. 1998 138,340 182,500 15,625 9,875 Jack Stratford 2000 185,100 -0- -0- -0- Sr. Vice President of 1999 205,664 -0- -0- -0- Transmatic, Inc. 1998 -0- -0- -0- -0- Jessie D. Swinea, Jr. 2000 136,379 -0- 25,000 600 President of 1999 136,546 -0- 25,000 7,133 Vultron, Inc. 1998 135,718 -0- 15,625 6,941 Geoffery Caplette 2000 129,305 -0- -0- 225 Vice President of 1999 102,125 -0- -0- -0- TransGlass, Inc. 1998 -0- -0- -0- -0- (1) The bonuses reported in the table are indicated for the year earned, not necessarily the year paid. 4 6 (2) "All Other Compensation" consists of discretionary contributions to the Company's Defined Contribution Plan and Company matching contributions to the 401(K) Plan. (3) The incremental cost to the Company and its subsidiaries of providing incidental personal benefits to executive officers of the Company did not, for the 2000 fiscal year, exceed the lesser of $50,000 or 10% of the total of annual salary and bonus for any individual named in the Summary Compensation Table. The Company does not know of any transactions in which the amount involved exceeds $60,000 and in which any director, officer, or any security holder who is known to the Company to own of record or beneficially more than five percent of the Company's voting securities, or any immediate family member of any such persons had a material interest. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Company does not have a compensation committee. Recommendations as to compensation are made by the Executive Committee of the Board of Directors consisting of Mr. Dale S. Coenen and Mr. Duncan Miller. Decisions as to compensation are made by the whole Board, except that a member of the Board who is also an employee of the Company or one of its subsidiaries does not participate in any recommendations or decisions concerning his own compensation. In addition, Messrs. Dealey and Swinea do not participate in any recommendations or decisions regarding Mr. Coenen's compensation. Mr. Coenen, Mr. Dealey, and Mr. Swinea, in addition to serving as Board members, are also officers of the Company or one of its subsidiaries. FACTORS CONSIDERED IN DETERMINING EXECUTIVE COMPENSATION Compensation levels of all salary positions are reviewed periodically by outside consultants and compared with positions of similar scope and responsibility with those among a peer group of companies. In determining compensation payable to the CEO, the Board (the non-employee members of the Board), took into account such compensation levels and the operating position of the Company. With respect to the other "Named Officers", the Board considered the performance of the respective subsidiary in which the executive served (including sales, earnings, and return on assets), levels of compensation paid to comparable executives, responsibilities involved, and the need for adequate incentives to improve future performance. PROFIT SHARING PLAN A Defined Contribution Plan was adopted by the Company in 1977, and is nondiscriminatory, portable, cliff-type vesting, and completely Company financed for all full time employees of Trans-Industries, Inc. and its subsidiaries with one year or more of service. Contributions are established annually by action of the Board of Directors based on profits, cash flow, and other pertinent factors. For 2000, there was no contribution made to the Plan. Distribution of accounts is made upon termination of employment. Due to the variable circumstances surrounding the Company's decision to contribute to the Plan in any given year, the Company has determined that it is not feasible to project estimated annual benefits payable upon retirement at normal retirement age for each of the "Named Officers." Incorporated into the Defined Contribution Plan is a 401(K) feature, whereby the Company matches the employee's deferrals at a rate of 25 percent. The Company's contributions to the 401(K) plan amounted to $44,500 for 2000. 5 7 SHAREOWNER RETURN PERFORMANCE PRESENTATION The graph below compares the cumulative total stockholder return on the Company's Common Stock to the cumulative total return of a broad index of the NASDAQ Market and an index of non-financial stocks for the period December 31, 1995 through December 31, 2000. FIVE YEAR CUMULATIVE TOTAL RETURN TRANS-INDUSTRIES, INC., NASDAQ MARKET INDEX (US COMPANIES) AND NASDAQ NON-FINANCIAL STOCKS INDEX [LINE GRAPH] ----------------------------------------------------------------------------------- Ending 12/31 1995 1996 1997 1998 1999 2000 ----------------------------------------------------------------------------------- NASDAQ Index 100 123 151 213 395 238 ----------------------------------------------------------------------------------- Non-Financial Index 100 121 142 209 409 238 ----------------------------------------------------------------------------------- Trans-Industries, Inc. 100 158 350 288 183 54 ----------------------------------------------------------------------------------- ASSUMES $100 INVESTED ON DECEMBER 31, 1995. TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS. 6 8 II. INDEPENDENT PUBLIC ACCOUNTANTS Grant Thornton LLP, Southfield, Michigan has acted as the Company's independent certified public accountants since 1994. As stated in the notice of the meeting, it will be proposed that the stockholders ratify the appointment of Grant Thornton LLP as auditor for the Company for the fiscal year ending December 31, 2001. A representative of Grant Thornton LLP is expected to be present at the meeting and will have an opportunity to make a statement if he so desires. He will also be available to respond to appropriate questions. The following table sets forth the aggregate fees billed to the Company for the fiscal year ended December 31, 2000 by Grant Thornton LLP: Audit Fees........................................... $ 74,400 Financial Information Systems Design and Implementation Fees.............................. -0- All Other Fees....................................... 43,000 -------- $117,400 ======== The amounts shown above include out-of-pocket expenses incurred by Grant Thornton in connection with the provision of such services. The amount shown for "Audit Fees" includes fees relating to quarterly reviews of unaudited financial statements, and the amounts shown for "All Other Fees" includes fees relating to tax returns and benefit plan audits. The Audit Committee of the Board of Directors considered whether Grant Thornton's provision of the services generating "All Other Fees" is compatible with maintaining Grant Thornton's independence. STOCKHOLDER PROPOSALS Any proposals by stockholders of the Company intended to be included in the Company's proxy statement and form of proxy relating to the Company's next annual meeting of stockholders must be in writing and received by the Company at its office at 2637 S. Adams Rd., Rochester Hills, Michigan 48309 no later than December 5, 2001. GENERAL The management does not know of any matters other than the foregoing which will be presented for consideration at the meeting. However, if other matters properly come before the meeting, it is the intention of the persons named in the enclosed proxy to vote thereon in accordance with their judgment. The entire cost of soliciting management proxies will be borne by the Company. Proxies will be solicited by mail and may be solicited personally by directors, officers or regular employees of the Company, who will not be compensated for their services. The Company will provide any stockholder of record at the close of business on March 23, 2001, without charge, upon written request to its Secretary at 2637 S. Adams Rd., Rochester Hills, Michigan 48309, a copy of the Company's Annual Report and Form 10-K for the fiscal year ended December 31, 2000. In order to assure a quorum, whether or not you plan to attend the meeting, you are urged to forward your proxy without delay. If you do attend the meeting and vote, your proxy will not be used. A prompt response will aid management in preparing for the Annual Meeting and, accordingly, will be greatly appreciated. By Order of the Board of Directors, /s/ Robert J. Ruben Robert J. Ruben Secretary April 12, 2001 7 9 EXHIBIT A TRANS INDUSTRIES AUDIT COMMITTEE CHARTER Organization There shall be a committee of the board of directors to be known as the audit committee. The audit committee shall be composed of directors who are independent of the management of the corporation and are free of any relationship that, in the opinion of the board of directors, would interfere with their exercise of independent judgement as a committee member. Statement of Policy The audit committee shall provide assistance to the corporate directors in fulfilling their responsibility to the shareholders, potential shareholders, and investment community relating to corporate accounting, reporting practices of the corporation, and the quality and integrity of the financial reports of the corporation. In so doing, it is the responsibility of the audit committee to maintain free and open means of communication between the directors, the independent auditors, and the financial management of the corporation. Responsibilities In carrying out its responsibilities, the audit committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure to the directors and shareholders that the corporate accounting and reporting practices of the corporation are in accordance with all requirements and are of the highest quality. In carrying out these responsibilities, the audit committee will: - - Review and recommend to the directors the independent auditors to be selected to audit the financial statements of the corporation and its divisions and subsidiaries. - - Meet with the independent auditors and financial management of the corporation to review the scope of the proposed audit for the current year and the audit procedures to be utilized, and at the conclusion thereof review such audit, including any comments or recommendations of the independent auditors. - - Review with the independent auditors, the company's internal auditor, and financial and accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the corporation, and elicit any recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose any payments, transactions, or procedures that might be deemed illegal or otherwise improper. Further, the committee periodically should review company policy statements to determine their adherence to the code of conduct. - - Review the internal audit function of the corporation including the independence and authority of its reporting obligations, the proposed audit plans for the coming year, and the coordination of such plans with the independent auditors. - - Receive periodically, a summary of findings from completed internal audits and a progress report on any proposed internal audit plan, with explanations for any deviations from the original plan. - - Review the financial statements contained in the annual report to shareholders with management and the independent auditors to determine that the independent auditors are satisfied with the disclosure and content of the financial statements to be presented to the shareholders. Any changes in accounting principles should be reviewed. - - Provide sufficient opportunity for the internal and independent auditors to meet with the members of the audit committee without members of management present. Among the items to be discussed in these meetings are the independent auditors' evaluation of the corporation's financial, accounting, and auditing personnel, and the cooperation that the independent auditors received during the course of the audit. - - Review accounting and financial human resources and succession planning within the company. - - Submit the minutes of all meetings of the audit committee to, or discuss the matters discussed at each committee meeting with, the board of directors. - - Investigate any matter brought to its attention within the scope of its duties, with the power to retain outside counsel for this purpose if, in its judgement, that is appropriate. 8 10 TRANS-INDUSTRIES, INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 16, 2001 SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby appoints each of Dale S. Coenen and Kai Kosanke as Proxies, each with full power of substitution, to represent the undersigned and to vote, as designated below, all the shares of Common Stock of TRANS-INDUSTRIES, INC., held of record by the undersigned on March 23, 2001, at the Annual Meeting of Stockholders to be held at the Auburn Hills Hilton Suites, 2300 Featherstone, Auburn Hills, Michigan on May 16, 2001, or any adjournment thereof. The Board of Directors recommends a vote FOR proposals 1 and 2: 1. Election of five directors to hold office for a term of one year. |_| FOR all nominees listed below |_| WITHHOLD AUTHORITY (except as marked to the contrary below) to vote for all nominees listed below Dale S. Coenen, Duncan Miller, Harry E. Figgie, Jr., O. K. "Bud" Dealey, Jr., and Jessie D. Swinea, Jr. (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) - ------------------------------------------------------------------------------------------------------ 2. Proposal to ratify selection of Grant Thornton LLP as independent auditor for the Company. |_| FOR |_| AGAINST |_| ABSTAIN (continued and to be signed on reverse) 11 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2. _____________________________________ ____________________________________ Date _____________, 2001 Signature of Stockholder Signature of Stockholder Please sign your name exactly as it appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.