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 |_|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Soliciting Material Under Rule
|_| Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
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):
|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:
________________________________________________________________________________
TRIDAN CORP.
477 Madison Avenue
New York, NY 10022
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 1, 2004
To the Shareholders of Tridan Corp.:
The Annual Meeting of Shareholders of Tridan Corp. (the "Company") will be
held on Tuesday, July 1, 2004, at 10:00 A.M. at the offices of Kantor, Davidoff,
Wolfe, Mandelker & Kass, P.C., 17th floor, 51 East 42nd Street, New York, NY
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, 2005;
(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, 2004 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
June 17, 2004
1
TRIDAN CORP.
477 Madison Avenue
New York, NY 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 July 1,
2004 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 June 17, 2004.
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 14, 2004, there were issued and outstanding 3,121,872.4389
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, 2004 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.
2
An Annual Report covering the operations of the Company for its fiscal
years ended April 30, 2004 and 2003 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 the 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.
As of May 14, 2004, Peter Goodman owned beneficially 1,277,381.35 shares
(40.92%) 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.
The following Tables A and B set forth information concerning directors
and nominees for election as director for a term of one year. Table C sets forth
information concerning non-director officers of the Company. The Table A
nominees (Messrs. Peter Goodman and Pelton) are "interested persons" as defined
in Section 2(a)19 of the Investment Company Act of 1940, and the Table B
nominees (Messrs. Mark Goodman, Kramer, Negin and Stoever) are not. Peter
Goodman is an "interested person" because he is an officer and holder of more
than 5% of the shares of the Company, and Mr. Pelton because he is an officer of
the Company.
Table A
Principal
Occupations Number of Other
Name, Address Positions in Director During Past Portfolios Director-
and Age the Company Since 5-years Overseen ships Held
- ------------------ ------------ -------- ------------------ ---------- ----------
Interested Persons:
Peter Goodman Director and 1980 President, Tridan 1 None
65 Wendover Road President Corp.
Rye, NY 10580
Age 78
Warren Fred Pelton Director, Vice- 1988 Director of 1 None
6079 Fairway Court President and Development,
Naples, FL 34110 Treasurer International
Age 66 College until 1999;
Consultant
3
Table B
Principal
Occupations Number of Other
Name, Address Positions in Director During Past Portfolios Director-
and Age the Company Since 5-years Overseen ships Held
- ------------------ ------------ -------- ------------------ ---------- ----------
Disinterested Persons:
Mark Goodman Director 1999 Pianist and Teacher 1 None
(Son of Peter Goodman)
15 Orchard Street
Jamaica Plain, MA 02130
Age 50
Paul Kramer Advisory Director, -- Partner, Kramer 1 None
17 Huntley Road Nominee for Director, Love & Cutler
Holmdel, NJ 07733 and Audit Committee (certified public
Age 72 Chairman accountant)
Jay Stanley Negin Director and Audit 1985 Investor 1 None
6 Demarest Court Committee Member
Englewood Cliffs, NJ 07632
Age 73
Russell Jude Stoever Director and Audit 1995 Vice-President, 1 None
15 Rockleigh Road Committee Member Stoever Glass &
Rockleigh, NJ 07647 Co., Inc.
Age 59 (a registered
broker-dealer)
4
Table C
Principal
Occupations Number of Other
Name, Address Positions in During Past Portfolios Director-
and Age the Company 5-years Overseen ships Held
- ------------------ ------------ ----------- ------------------ ----------
Non-director Officers:
I. Robert Harris Secretary Attorney None None
51 East 42nd Street
Suite 1700
New York, NY 10017
Age 72
The following table sets forth the dollar range of equity securities
beneficially owned by each nominee for election as director:
Dollar Range of Equity Securities
Name of Nominee In the Company
- --------------- ---------------------------------
Interested Persons:
Peter Goodman Over $100,000
Warren Fred Pelton Over $100,000
Disinterested Persons:
Mark Goodman Over $100,000
Paul Kramer None
Jay Stanley Negin None
Russell Jude Stoever None
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
No director or officer received any compensation from the Company during
the last fiscal year, except for an annual fee of $9,000 paid to each director.
All executive officers of the Company as a group (two persons) received
compensation (comprised solely of said directors' fees) aggregating $18,000
applicable to fiscal 2004 (which excludes professional fees paid to the law firm
of which I. Robert Harris, secretary of the Company, is a member).
5
COMMITTEES
Audit Committee
The Board has established an Audit Committee consisting of three members
appointed by the Board, each of whom is independent of the Company and its
management. The Committee members are Paul Kramer, Chairman, Jay S. Negin and
Russell J. Stoever. The Board has determined that Paul Kramer qualifies as an
audit committee financial expert, as defined by applicable SEC rules and
regulations.
The Board has adopted an Audit Committee Charter, and will review it
annually. A copy is attached as an appendix to this proxy statement. The Audit
Committee assists the Board in fulfilling their oversight responsibility
relating to the Company's financial statements and financial reporting process,
the systems of internal accounting and financial controls, the internal audit
function, the annual independent audit of the Company's financial statements,
and the legal compliance and ethics programs as established by management and
the Board. Before the auditor is engaged by the Company, the Audit Committee is
responsible for approving such engagement and recommending it to the Board and
shareholders.
Audit Committee Report
The Audit Committee has reviewed and discussed the Company's April 30,
2004 audited financial statements with management and with Leslie Sufrin &
Company, P.C., the Company's independent certified public accountants. The Audit
Committee has also discussed with said auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, as modified or
supplemented, has received from them the written disclosures and letter required
by Independence Standards Board Standard No. 1, as modified or supplemented, and
has discussed with them their independence from the Company. Based on the
foregoing review and discussions, the Audit Committee has recommended to the
Board that the audited financial statements as of April 30, 2004 be issued to
shareholders and filed with the SEC.
Audit Committee Members:
Paul Kramer, Chairman
Jay S. Negin
Russell J. Stoever
Nominating Committee
The Company does not have a standing nominating committee, because of the
small size of the Board of Directors. Rather, the entire Board acts as a
nominating committee, periodically identifies and considers qualified
individuals recommended by shareholders and others to become or to continue as
directors, and recommends their election by the shareholders. This procedure has
been followed successfully and without issue since 1980, when the Company first
became a registered investment company, and the Board believes it continues to
be appropriate.
6
ATTENDANCE AT MEETINGS
During the fiscal year ended April 30, 2004, there were five meetings of
the Board of Directors and one meeting of the recently formed Audit Committee.
Each of the directors attended at least 75% of the meetings of the Board and of
the Audit Committee on which he served. Although the Company has no formal
policy regarding director attendance at the annual shareholders meetings,
directors are expected to attend, and all members of the Board attended last
year's annual meeting.
SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
The Board of Directors has not established a formal process for
shareholders to send communications to the Board. The directors are few in
number, and any shareholder who wishes to do so may address a letter to the
attention of the entire Board, care of the Company at its principal office, or
to any individual Board member at his address listed in the proxy statement.
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, 2004:
Number of Shares Percent
Title of Name and Address of Beneficially Owned of Class on
Class Beneficial Owner on May 14, 2004 May 14, 2004
- ---------------- ----------------------- ------------------- ------------
Capital Stock Peter Goodman 1,277,381.35(1)(2) 40.92%
(par value $.02) 65 Wendover Road
Rye, NY 10580
Barbara S. Goodman 375,500.00(1) 12.03%
(wife of Peter Goodman)
65 Wendover Road
Rye, NY 10580
Thomas Goodman 701,000.00(3) 22.45%
111-20 73rd Avenue
Apt. 6F Forest Hills, NY 11375
Robert W. Erdos 282,640.11(2)(4) 9.05%
549 Fairview Terrace
York, PA 17403
Mark Goodman 77,333.33 2.48%
15 Orchard 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) 44.35%
directors and
nominees as a
group (7 persons)
7
(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.
(2) Including the following shares owned by Tridan Corp. Employees Stock
Ownership Trust, as nominee only: 9,412.23 shares owned directly and
beneficially by Peter Goodman, and 5,640.11 shares owned directly and
beneficially by Robert W. Erdos. 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.
Joseph T. Scialo is the Company's Administrator. Mr. Scialo is a certified
public accountant in the firm of Yohalem, Gillman & Company, LLP, 477 Madison
Avenue, New York, NY 10022.
8
RELATIONSHIP WITH AND RATIFICATION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Audit Committee is responsible for approving the engagement of the
Company's independent public accountants prior to their engagement. The Audit
Committee and Board of Directors have unanimously approved the selection of
Leslie Sufrin and Company, P.C. as independent public accountants for the
Company for the fiscal year ending April 30, 2005. That firm has been the
Company's auditors since it became a registered investment company in 1980.
Their 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 Audit Committee and 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 the firm are expected to be
present at the meeting, will be given an opportunity to make such statements as
they feel appropriate, and will be available to respond to appropriate
questions.
Audit Fees - Leslie Sufrin & Company, P.C. billed the Company $29,865 for the
2004 fiscal year, and $34,275 for the 2003 fiscal year, for the audit of the
Company's annual financial statements and in connection with statutory and
regulatory filings for those years.
Audit-Related Fees - No fees were billed to the Company for the last two fiscal
years for any audit-related services.
Tax Fees - No fees were billed to the Company for the last two fiscal years for
tax compliance, tax advice or tax planning.
All other fees - No fees were billed to the Company for the last two fiscal
years for any other services.
INVESTMENT ADVISORY AGREEMENT AND ADVISER
The Company's investment adviser is J.P. Morgan Investment Management
Inc., conducting business under the name JP Morgan Fleming Asset Management
("Morgan"), 522 Fifth Avenue, New York, NY 10036. The Investment Advisory
Agreement dated July 1, 2000 (the "Agreement") between the Company and Morgan
was most recently approved by the shareholders at the annual meeting on June 20,
2000 and expires June 30, 2004. On May 25, 2004, the Board of Directors
(including the Company's independent directors) unanimously approved a
continuation of the Agreement until June 30, 2005 (subject to the early
termination provisions contained in the Agreement).
9
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 $110,670 applicable to the year
ended April 30, 2004.
The investment advisory services of Morgan to the Company are not
exclusive under the terms of the Agreement. Morgan is free to, and does, render
investment advisory services to others, including the following open-end
management investment companies:
Dollar ($) Amount of
Net Assets as of Annual Advisory
Inventory Company April 30, 2004 Fee Rate
----------------- -------------- ---------------
JPMorgan Multi-Manager Small Cap Value-Group 257,437,748 0.85%
JPMorgan Multi-Manager Small Cap Growth-Group 235,244,214 0.85%
JPMorgan Diversified Fund 507,119,551 0.55%
JPMorgan Liquid Assets MM 3,067,042,674 0.10%
JPMorgan US Gov't MM 10,248,264,357 0.10%
JPMorgan Prime MM 48,149,542,225 0.10%
JPMorgan Treasury Plus 4,245,950,666 0.10%
JPMorgan Undiscovered Managers Behavioral Growth 117,219,672 0.95%
JPMorgan Undiscovered Managers Behavioral Value 53,524,799 1.05%
JPMorgan Undiscovered Managers REIT 162,040,628 1.05%
JPMorgan Undiscovered Managers Small Cap Growth 174,200,992 0.95%
JPMorgan Intrepid Investor Fund Select 17,687,427 0.65%
JPMorgan Intrepid All Cap Fund Select 128,734,086 0.65%
JPMorgan Intrepid Value Fund Select 12,416,813 0.65%
JPMorgan Intrepid Growth Fund Select 6,877,894 0.65%
JPMorgan Bond Fund II 935,915,367 0.30%
JPMorgan Short-Term Bond Fund II 1,423,023,136 0.25%
JPMorgan U.S. Treasury Income Fund 148,309,977 0.30%
JPMorgan Mid Cap Value Portfolio Series Trust II 41,399,620 0.65%
JPMorgan Small Cap Growth Fund 4,548,482 0.80%
JPMorgan Mid Cap Value Fund 1,457,540,145 0.70%
JPMorgan Tax Free Income Fund 663,843,327 0.30%
JPMorgan Intermediate Tax Free Income Fund 1,487,685,543 0.30%
10
JPMorgan N.Y. Intermediate Tax Free Income Fund 702,091,214 0.30%
JPMorgan New Jersey Tax Free Income Fund 67,131,645 0.30%
JPMorgan Tax Free Money Market Fund 11,368,829,403 0.30%
JPMorgan Dynamic Small Cap Fund 197,227,102 0.65%
JPMorgan Equity Growth Fund 65,253,819 0.50%
JPMorgan Large Cap Growth Fund 249,166,309 0.45%
JPMorgan Mid Cap Equity Fund 195,030,403 0.65%
JPMorgan Small Cap Equity Fund 739,859,371 0.65%
JP Morgan U.S. Equity Fund 485,025,605 0.40%
JPMorgan U.S. Small Company 280,858,974 0.60%
JPMorgan Trust Small Cap Equity 359,847,844 0.65%
JPMorgan Bond Fund 918,762,272 0.30%
JPMorgan Short Term Bond 849,148,634 0.25%
JPMorgan Bond Portfolio Series Trust II 81,250,041 0.30%
JPMorgan U.S. Large Cap Core Portfolio Series Trust II 51,269,528 0.35%
JPMorgan Small Company Portfolio Series Trust II 57,358,564 0.60%
JPMorgan Fleming Emerging Markets Debt Fund 32,392,376 0.70%
JPMorgan US Disciplined Equity Fund 507,119,551 0.25%
JPMorgan Emerging Markets Equity 72,036,009 1.00%
JPMorgan Market Neutral Fund 52,558,171 1.50%
JPMorgan Enhanced Income 448,735,416 0.25%
JPMorgan Mid Cap Growth 58,417,009 0.65%
JPMorgan Value Opportunities Fund 38,791,456 0.40%
JPMorgan Tax Aware Short-Intermediate Income Fund 715,068,155 0.25%
JPMorgan Tax Aware Enhanced Income Fund 2,244,468,391 0.25%
JPMorgan Tax Aware Large Cap Value Fund 393,917,560 0.40%
JPMorgan Tax Aware Large Cap Growth Fund 249,182,605 0.40%
JPMorgan Tax Aware US Equity Fund 922,268,848 0.45%
JPMorgan Tax Aware Disciplined Equity Fund 193,499,252 0.35%
JPMorgan California Bond Fund 126,123,573 0.30%
JPMorgan Equity Income Fund 393,904,423 0.40%
JPMorgan Tax Aware Disciplined Equity Fund 193,499,252 0.45%
JPMorgan US Small Company Opportunities Fund 9,034,444 0.60%
JPMorgan Capital Growth Fund 479,958,666 0.40%
JPMorgan Fleming Japan Fund 22,479,548 0.50%
JPMorgan Fleming Asia Equity Fund 49,202,008 1.00%
JPMorgan Fleming Tax Aware International Opp Fund 143,175,878 0.85%
JPMorgan Fleming International Opportunities Fund 175,274,408 0.60%
JPMorgan Fleming International Growth Fund 4,336,183 1.00%
JPMorgan Fleming International Equity Fund Series II 49,929,982 0.60%
JPMorgan Fleming International Value Fund 44,224,934 0.60%
11
JPMorgan Strategic Income Fund 22,576,962 0.50%
JPMorgan California Tax Free MMF 163,922,543 0.10%
JPMorgan New York Tax Free MMF 1,675,886,969 0.10%
JPMorgan Tax Free MMF 11,365,319,543 0.10%
JPMorgan 100% US Treasury MMF 5,439,200,210 0.10%
JPMorgan Growth & Income Fund 1,095,844,950 0.40%
JPMorgan Global Strategic Income Fund 45,281,083 0.45%
JPMorgan Global 50 Fund 23,584,227 1.25%
JPMorgan Global Healthcare Fund 8,459,301 1.25%
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.
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, NY 10036.
Name Position at Morgan
---- ------------------
Evelyn Guernsey President; Director; Managing Director*
Lawrence Unrein Director; Managing Director*
George Gatch Director; Managing Director*
Mark White Director; Managing Director*
James Berry Corporate Secretary
Roy Kinnear Treasurer
- ----------
* Managing Director is an officer's title, and those who hold it are not
necessarily directors of Morgan. - 11 -
12
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. Mr.
Harris 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 2005 ANNUAL MEETING
Next year's annual meeting of shareholders of the Company will be held in
June, 2005. 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, 2005.
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: June 17, 2004 By Order of the Board of Directors
I. Robert Harris, Secretary
13
Appendix
TRIDAN CORP.
AUDIT COMMITTEE CHARTER
Organization
This charter governs the operations of the audit committee. The committee shall
review and reassess the charter at least annually and obtain the approval of the
board of directors. The committee shall be appointed by the board of directors
and shall comprise at least three directors, each of whom is "independent" of
management and the Company. Members of the committee will be considered
independent if they do not receive, other than for service on the board of
directors, any consulting, advisory, or other compensatory fees from the
Company, and are not "interested persons" of the Company, as defined in the
Investment Company Act of 1940. All committee members shall be financially
literate, and at least one member shall be an "audit committee financial expert"
as defined by SEC regulations.
Statement of Policy
The audit committee shall provide assistance to the board of directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function, the
annual independent audit of the Company's financial statements, and the legal
compliance and ethics programs as established by management and the board. In so
doing, it is the responsibility of the committee to maintain free and open
communication between the committee, independent auditors, the internal auditors
and management of the Company. In discharging its oversight role, the committee
is empowered to investigate any matter brought to its attention with full access
to all books, records, facilities, and personnel of the Company and the power to
retain outside counsel, or other experts for this purpose.
Responsibilities and Processes
The primary responsibility of the audit committee is to oversee the Company's
financial reporting process on behalf of the board and report the results of
their activities to the board. While the audit committee has the
responsibilities and powers set forth in this charter, it is not the duty of the
audit committee to plan or conduct audits or to determine that the Company's
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles. Management is responsible for
preparing the Company's financial statements in accordance with generally
accepted accounting principles, and the independent auditors are responsible for
auditing those financial statements. The committee in carrying out its
responsibilities believes its policies and procedures should remain flexible, in
order to best react to changing conditions and circumstances. The committee
should take the appropriate actions to set the overall corporate "tone" for
quality financial reporting, sound business risk practices, and ethical
behavior.
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The following shall be the principal recurring processes of the audit committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the committee may supplement them as
appropriate and consistent with SEC rules and regulations.
o The committee shall have a clear understanding with management and
the independent auditors that the independent auditors are
ultimately accountable to the board and the audit committee, as
representatives of the Company's shareholders. The committee shall
have the ultimate authority and responsibility to evaluate and,
where appropriate, replace the independent auditors. The committee
shall discuss with the auditors their independence from management
and the Company and the matters included in the written disclosures
required by SEC rules and regulations. Annually, the committee shall
review and recommend to the board the selection of the company's
independent auditors, subject to shareholders' approval.
o The committee shall discuss with the Company's administrator and
independent auditors the overall scope and plans for their
respective audits, and any other services to be performed by them,
including the adequacy of staffing and compensation, all of which
services shall be subject to the committee's approval. Also, the
committee shall discuss with them the auditors' report on the
adequacy and effectiveness of the accounting and financial controls,
including the Company's system to monitor and manage business risk,
and legal and ethical compliance programs.
o The committee shall review the interim financial statements with
management and the independent auditors prior to their issuance.
Also, the committee shall discuss the results of their review and
any other matters required to be communicated to them by the
independent auditors under generally accepted auditing standards.
The chair of the committee may represent the entire committee for
the purposes of this review.
o The committee shall review with management and the independent
auditors the financial statements to be included in the Company's
annual report to shareholders, including their judgment about the
quality, not just acceptability, of accounting principles, the
reasonableness of significant judgments, and the clarity of the
disclosures in the financial statements. Also, the committee shall
discuss the results of the annual audit and any other matters
required to be communicated to the committee by the independent
auditors under generally accepted auditing standards and applicable
SEC rules and regulations.
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TRIDAN CORP.
ANNUAL MEETING OF SHAREHOLDERS - JULY 1, 2004
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 July 1,
2004, 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.)
MARK GOODMAN, PETER GOODMAN, PAUL KRAMER,
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, 2005;
(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: 2004
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your full
title.
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