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 |_| 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.
261 West 35th Street, 16th Floor
New York, NY 10001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 20, 2006
To the Shareholders of Tridan Corp.:
The Annual Meeting of Shareholders of Tridan Corp. (the "Company") will be
held on Tuesday, June 20, 2006, 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 Weiser LLP as auditors of the
Company for the fiscal year ending April 30, 2007;
(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 19, 2006 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 1, 2006
TRIDAN CORP.
261 West 35th Street, 16th Floor
New York, NY 10001
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
Board of Directors of Tridan Corp., a New York corporation (the "Company") of
proxies to be voted at the Annual Meeting of Shareholders to be held June 20,
2006 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 1, 2006.
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 Weiser LLP, as auditors, and in the
discretion of the proxy holders on such other matters as may properly come
before the meeting.
As of May 19, 2006, there were issued and outstanding 3,115,211.4513
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 19, 2006 will
be entitled to vote at the meeting.
The participants in the Tridan Corp. Employees' Stock Ownership Trust are
the beneficial shareholders of the shares held under the Trust, and the shares
held for such participants will be voted only if and as directed by the
participant for whose account such shares are held of record by the trustees of
the Trust. Accordingly, the attached Notice, this Proxy Statement and the form
of proxy have been mailed to each person who was a participant on the record
date, and the shares beneficially owned by such participants will be voted in
accordance with their proxies.
The Company will pay the cost of preparing, assembling, and mailing the
form of proxy and the material used in connection with solicitation of proxies.
In addition to solicitation by use of the mails, certain officers and directors
of the Company, who will receive no compensation for their services (other than
their regular compensation) may solicit the return of proxies personally or by
telephone or telegraph.
An Annual Report covering the operations of the Company for its fiscal
years ended April 30, 2006 and 2005 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 19, 2006, Peter Goodman owned beneficially 1,277,381.35 shares
(41%) 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 (Mark Goodman, Peter Goodman and Warren Pelton) are "interested
persons" as defined in Section 2(a)19 of the Investment Company Act of 1940, and
the Table B nominees (Messrs. 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, Mark Goodman because he is Peter Goodman's son, and
Warren Pelton because he is an officer of the Company.
Table A
-------
Principal
Occupations Number of Other
Name, Address Positions in Director During Past Portfolios Directorships
and Age Tridan Corp. Since 5-years Overseen Held
- --------------------- ------------ -------- -------------- ---------- ---------------
Interested Persons:
Mark Goodman Director 1999 Pianist and Teacher 1 None
(Son of Peter Goodman)
312 La Grange Street
West Roxbury, MA 02132
Age 52
Peter Goodman Director and 1980 President, Tridan 1 None
65 Wendover Road President Corp.
Rye, NY 10580
Age 80
Warren Fred Pelton Director, Vice- 1988 Director of 1 None
6079 Fairway Court President and Development,
Naples, FL 34110 Treasurer International
Age 68 College until 2001;
Consultant
- 2 -
Table B
-------
Principal
Occupations Number of Other
Name, Address Positions in Director During Past Portfolios Directorships
and Age Tridan Corp. Since 5-years Overseen Held
- --------------------- ------------ -------- -------------- ---------- ---------------
Disinterested Persons:
Paul Kramer Director and 2004 Partner, Kramer 1 Juniper
17 Huntley Road Audit Committee Love & Cutler Partners
Holmdel, NJ 07733 Chairman (certified public Acquisition
Age 74 accountant) Corp.
Jay Stanley Negin Director and 1985 Investor 1 None
6 Demarest Court Audit Committee
Englewood Cliffs, NJ 07632 Member
Age 75
Russell Jude Stoever Director and 1995 Vice-President, 1 None
15 Rockleigh Road Audit Committee Stoever Glass &
Rockleigh, NJ 07647 Member Co., Inc.
Age 61 (a registered
broker-dealer)
- 3 -
Table C
-------
Principal
Occupations Number of Other
Name, Address Positions in During Past Portfolios Directorships
and Age Tridan Corp. 5-years Overseen Held
- --------------------- ------------ -------------- ---------- ---------------
Non-director Officers:
I. Robert Harris Secretary Attorney None None
51 East 42nd Street
Suite 1700
New York, NY 10017
Age 74
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 Tridan Corp.
- --------------- --------------------------------------
Interested Persons:
Mark Goodman Over $100,000
Peter Goodman Over $100,000
Warren Fred Pelton Over $100,000
Disinterested Persons:
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 fees of $12,000 paid to each director, plus an
additional $2,500 to Paul Kramer as chairman of the audit committee.
All executive officers of the Company as a group (two persons) received
compensation (comprised solely of said directors' fees) aggregating $24,000
during fiscal 2006 (which excludes professional fees paid to the law firm of
which I. Robert Harris, secretary of the Company, is a member).
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COMMITTEES
Audit Committee
The Audit Committee consists of three directors appointed by the board,
namely Paul Kramer, Chairman, Jay S. Negin and Russell J. Stoever, each of whom
is independent as defined in Rule 4200(a)(15) of the NASD listing standards. The
board has determined that Mr. Kramer qualifies as an Audit Committee financial
expert, as defined by applicable SEC rules and regulations. The Audit Committee
operates under its charter, which it reviews annually and which is then
submitted for approval by the Board of Directors. A copy of the charter is
attached as an appendix to this proxy statement.
The Audit Committee assists the Board of Directors in fulfilling their
oversight responsibilities relating to the quality of the Company's accounting
and auditing practices, including its financial statements and financial
reporting process, disclosure controls and procedures and internal control over
financial reporting, the annual independent audit of the Company's financial
statements, and compliance with the Company's ethics program and with regulatory
requirements. The Audit Committee is directly responsible for the appointment,
compensation and oversight of the Company's independent registered public
accounting firm. The committee met three times during the fiscal year ended
April 30, 2006.
Audit Committee Report
The Audit Committee has reviewed and discussed the Company's April 30,
2006 audited financial statements with management and with Weiser LLP, the
Company's independent registered 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 amended by statements on
Auditing Standards Nos. 89 and 90, has received from them the written
disclosures and letter required by Independence Standards Board Standard No. 1,
and has discussed with them their independence from the Company. The Audit
Committee met separately with the independent registered certified public
accountants, with and without management, to discuss the results of their
examination and their observations and recommendations. Based on the foregoing
review and discussions, the Audit Committee has recommended to the Board that
the audited financial statements as of April 30, 2006 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 and the infrequency of its turnover.
Rather, on those rare occasions when a new candidate is proposed for
consideration, whether by a shareholder or by others, the entire board considers
the candidate and the board itself acts as a nominating
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committee. The board considers a candidate's, experience, familiarity with
business and investments, knowledge about issues affecting the Company, and
willingness to spend the time necessary to read applicable materials and attend
meetings. In instances where the board determines that a candidate will be a
valuable replacement or addition to the Board of Directors, the board recommends
such candidate's 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.
ATTENDANCE AT MEETINGS
During the fiscal year ended April 30, 2006, there were six meetings of
the Board of Directors and three meetings of the Audit Committee. Each of the
directors attended at least 75% of the aggregate number of 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. In the Board's view, it is
appropriate for the Company not to have such process, because 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 individual Board members either at that address or at their personal
addresses 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 19, 2006:
Number of Shares Percent
Title of Name and Address of Beneficially Owned of Class on
Class Beneficial Owner on May 19, 2006 May 19, 2006
- ------------------ ----------------------- ------------------- ------------
Capital Stock Peter Goodman 1,277,381.35 1/ 2/ 41.00%
(par value $.02) 65 Wendover Road
Rye, NY 10580
Barbara S. Goodman 375,500.00 1/ 12.05%
(wife of Peter Goodman)
65 Wendover Road
Rye, NY 10580
Thomas Goodman 701,000.00 3/ 22.50%
111-20 73rd Avenue
Apt. 6F
Forest Hills, NY 11375
- 6 -
Robert W. Erdos 282,640.11 2/ 4/ 9.07%
549 Fairview Terrace
York, PA 17403
Mark Goodman 77,333.33 2.48%
312 La Grange Street
West Roxbury, MA 02132
Warren F. Pelton 29,930.89 0.96%
6079 Fairway Court
Naples, FL 34110
All officers, 1,384,645.57 2/ 3/ 44.45%
directors and
nominees as a
group (7 persons)
1/ Not including 600,000 shares owned indirectly by Mr. Goodman and his wife,
Barbara S. Goodman, as co-trustees for his brother, Thomas Goodman (see
footnote 3), with respect to which the co-trustees have shared voting and
investment power.
2/ Including the following shares owned by Tridan Corp. Employees Stock
Ownership Trust, as nominee only: 8,424.09 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 Scialo & Company CPA, P.C., 261 West 35th
Street, 16th Floor, New York, NY 10001.
- 7 -
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
Weiser LLP as independent public accountants for the Company for the fiscal year
ending April 30, 2007. The former accounting firm of Leslie Sufrin and Company,
P.C., which merged into Weiser LLP, had been the Company's auditors since it
became a registered investment company in 1980. Although shareholder
ratification is not required by law, to be consistent with past practice the
firm's selection is being submitted for ratification by the shareholders, which
requires the affirmative vote of a majority of the shares of the Company present
at the meeting. If shareholders do not ratify their selection, the Board will
reconsider the matter and will decide whether to retain that firm. The Audit
Committee and Board of Directors reviewed the services performed by Weiser LLP
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 - Weiser LLP billed the Company a total of $35,495 for the 2006
fiscal year, and $40,780 was billed by Leslie Sufrin and Company, P.C. for the
2005 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 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, 2006. On May 25, 2006, the Board of Directors (including the Company's
independent directors) unanimously approved a continuation of the Agreement
until June 30, 2007 (subject to the early termination provisions contained in
the Agreement).
Under the Agreement Morgan, subject to the general supervision of the
Company's Board of Directors and in conformance with the stated policies of the
Company, manages investment operations and the composition of the Company's
portfolio of securities and
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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 $105,610 applicable to the year
ended April 30, 2006.
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 numerous funds.
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 V. Guernsey President; Director
George C.W. Gatch Director
Seth P. Bernstein Global Head of Fixed Income
Clive Brown Director
Lawrence M. Unrein Director
Martin R. Porter Global Head of Equities
Andrew Spencer Chief Investment Officer of U.S. Retail Business
Anthony M. Roberts Head of Legal
Thomas J. Smith Chief Compliance Officer
- -------------------------------
* Each of them is also a Managing Director, which is an officer's title.
Those who hold it are not necessarily directors of Morgan.
- 9 -
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 2007 ANNUAL MEETING
Next year's annual meeting of shareholders of the Company will be held in
June, 2007. 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, 2007.
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 1, 2006 By Order of the Board of Directors
I. Robert Harris, Secretary
- 10 -
Tridan Corp.
Financial Statements
April 30, 2006 and 2005
Tridan Corp.
Contents
April 30, 2006 and 2005
- --------------------------------------------------------------------------------
Page(s)
Report of Independent Registered Public Accounting Firm .................. 1
Report of Independent Registered Public Accounting Firm .................. 2
Financial Statements
Statements of Assets and Liabilities
April 30, 2006 and 2005 ................................................ 3
Schedules of Investments in Municipal Obligations
April 30, 2006 and 2005 ................................................ 4-7
Statements of Operations
Years Ended April 30, 2006 and 2005 .................................... 8
Statements of Changes in Net Assets
Years Ended April 30, 2006, 2005 and 2004 .............................. 9
Notes to Financial Statements............................................. 10-14
[LETTERHEAD OF WEISER LLP]
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Tridan Corp.
We have audited the accompanying statement of assets and liabilities of Tridan
Corp. (the "Company"), including the schedule of investments in municipal
obligations, as of April 30, 2006, and the related statements of operations and
changes in net assets for the year then ended and the financial highlights (Note
7) for the year then ended. These financial statements and financial highlights
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned, as of April 30, 2006, by correspondence with the custodian. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of
Tridan Corp. as of April 30, 2006, and the results of its operations, changes in
net assets and financial highlights for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.
/s/ Weiser LLP
New York, NY
May 22, 2006
1
[LETTERHEAD OF LESLIE SUFRIN AND COMPANY, P.C.]
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Tridan Corp.
We have audited the accompanying statements of assets and liabilities of Tridan
Corp. (the "Company"), including the schedules of investments in municipal
obligations, as of April 30, 2005, and the related statements of operations for
the year then ended, the statements of changes in net assets for each of the two
years in the period then ended and the financial highlights (Note 7) for each of
the four years in the period then ended. These financial statements and
financial highlights are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned, as of April 30, 2005, by direct correspondence with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements and the financial highlights, referred
to above, present fairly, in all material respects, the financial position of
Tridan Corp. as of April 30, 2005, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended and the financial highlights for each of the four years in the
period then ended, in conformity with accounting principles generally accepted
in the United States of America.
/s/ Leslie Sufrin and Company, P.C.
New York, NY
May 19, 2005
2
Tridan Corp.
Statements of Assets and Liabilities
April 30, 2006 and 2005
- --------------------------------------------------------------------------------
2006 2005
-------------- --------------
Assets
Investments in municipal obligations, at fair value
(original cost - $35,833,418 and $36,106,692, respectively)
(amortized cost - $35,072,837 and $35,418,602, respectively) $ 35,655,280 $ 37,494,046
Cash and cash equivalents (Note 2) 1,426,425 1,071,382
Accrued interest receivable 520,846 560,590
Prepaid insurance -- 5,000
-------------- --------------
Total assets 37,602,551 39,131,018
-------------- --------------
Liabilities
Accounts payable and accrued liabilities (Note 3):
Accrued investment advisory fees 26,000 27,000
Accrued fees - affiliate 23,225 20,551
Accrued other 41,439 55,895
-------------- --------------
Total liabilities 90,664 103,446
-------------- --------------
Net assets $ 37,511,887 $ 39,027,572
============== ==============
Analysis of net assets
Common stock, at $.02 par value, 6,000,000 shares authorized $ 63,982 $ 63,982
Paid-in capital 36,832,199 36,873,475
Distributable earnings
Over distributed net investment income (35,077) (50,226)
Undistributed capital gains 68,340 64,897
Unrealized appreciation of investments, net 582,443 2,075,444
-------------- --------------
Net assets [equivalent to $12.04 and $12.51 per share, respectively,
based on 3,115,211.4513 shares and 3,118,570.7018 shares of
common stock outstanding, respectively (Note 5)] $ 37,511,887 $ 39,027,572
============== ==============
The accompanying notes are an integral part of these financial statements.
3
Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
2006 2005
----------------------------------------- --------------------------------------
Principal Amortized Fair Principal Amortized Fair
Amount Cost Value Amount Cost Value
----------- ------------ ------------ ----------- ----------- -----------
Revenue Backed
Metropolitan Transportation Authority
NY Service Contract Commuter Facilities
(Escrowed to Maturity)
5.75% due July 1, 2008 $ -- $ -- $ -- $ 1,000,000 $ 987,788 $ 1,086,640
Nassau County Interim Finance Authority
NY Sales Tax Secured
(Pre-Refunded to November 15, 2010@100)
5.75% due November 15, 2013 1,100,000 1,127,175 1,195,700 1,100,000 1,131,934 1,247,697
N.Y.C. Municipal Water Finance Authority
NY Wtr & Swr Sys Rev
(Escrowed to Maturity)
6.0% due June 15, 2009 2,000,000 2,078,029 2,137,180 2,000,000 2,100,114 2,234,620
N.Y.S. Dormitory Authority Rev
Columbia University
5.0% due July 1, 2010 1,000,000 1,045,029 1,047,620 1,000,000 1,051,939 1,086,450
N.Y.S. Dormitory Authority Rev
Cons City Univ Genl Sys 2nd Ser
5.75 due July 1, 2013 215,000 241,650 232,671 215,000 245,006 242,393
N.Y.S. Dormitory Authority Revs Ref
(Mandatory Put May 15, 2012 @100)
5.25% due November 15, 2023 1,400,000 1,527,685 1,487,570 1,400,000 1,533,186 1,537,788
N.Y.S. Dormitory Authority Rev
State Personal Income Tax Ed
5.5% due March 15, 2011 1,000,000 1,072,797 1,077,140 1,000,000 1,086,502 1,114,690
N.Y.S. Dormitory Authority Revs
State Univ Educ Facils of New York Rev
(Escrowed to Maturity)
7.5% due May 15, 2011 315,000 311,623 347,536 395,000 390,151 448,965
N.Y.S. Dormitory Authority Revs
State Univ Educ Facils of New York
(Escrowed to Maturity)
7.5% due May 15, 2011 195,000 192,910 215,141 195,000 192,606 229,938
New York Environmental Facilities Corp
Pollution Control Rev State Water NYC 02
5.75% due June 15, 2008 25,000 25,342 26,085 25,000 25,482 27,114
New York Environmental Facilities Corp
Pollution Control Rev State Wtr Revolv Fd
5.2% due May 15, 2014 575,000 629,987 621,179 575,000 636,059 649,647
Niagara Falls Bridge Commission
NY Toll Rev Highway Impts
5.25% due October 1, 2015 2,000,000 2,103,939 2,152,540 2,000,000 2,109,960 2,233,720
The accompanying notes are an integral part of these financial statements.
4
Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
2006 2005
----------------------------------------- --------------------------------------
Principal Amortized Fair Principal Amortized Fair
Amount Cost Value Amount Cost Value
----------- ------------ ------------ ----------- ----------- -----------
Revenue Backed (continued)
Power Authority of the State of New York
General Purpose Ref
(Escrowed to Maturity)
6.5% due January 1, 2008 $ -- $ -- $ -- $ 1,675,000 $ 1,694,504 $ 1,758,985
Triborough Bridge & Tunnel Authority NY
General Purpose Revs
(Escrowed to Maturity)
5.5% due January 1, 2017 1,000,000 1,019,630 1,092,860 1,000,000 1,020,580 1,156,370
Triborough Bridge & Tunnel Authority NY
Revs General Purpose Ref
(Escrowed to Maturity)
6.0% due January 1, 2012 1,500,000 1,539,784 1,624,485 1,500,000 1,545,719 1,694,670
----------- ------------ ------------ ----------- ----------- -----------
12,325,000 12,915,580 13,257,707 15,080,000 15,751,530 16,749,687
----------- ------------ ------------ ----------- ----------- -----------
35.3%(*) 42.9%(*)
Insured
Bethlehem NY Central School District
Ref Unlimited Tax
5.0% due November 1, 2015 500,000 547,179 534,470 500,000 551,542 557,310
City of Buffalo New York Sewer Auth
Rev Sewer System Impt
5.0% due July 1, 2011 1,110,000 1,176,923 1,173,525 1,110,000 1,188,866 1,217,870
Cattaraugus County NY Public
Impt Ref Unlimited Tax
(Par Call June 1, 2013 @100)
5.0% due June 1, 2014 275,000 295,822 291,107 275,000 297,894 302,838
Cattaraugus County NY Public
Impt Ref Unlimited Tax
(Par Call June 1, 2013 @100)
5.0% due June 1, 2015 275,000 294,355 290,584 275,000 296,016 300,209
Chenango Valley Central School District NY
4.0% due June 15, 2011 290,000 299,014 293,126 -- -- --
Clarkstown Central School District
NY Unlimited Tax
(Par Call April 15, 2014 @100)
5.25% due April 15, 2015 400,000 434,371 430,432 400,000 437,722 449,920
Cleveland Hill Union Free School District
Cheektowa NY Unlimited Tax
(Par Call October 15, 2009 @100)
5.5% due October 15, 2011 1,480,000 1,498,683 1,576,851 1,480,000 1,501,621 1,633,091
Mt. Sinai, N.Y. Union Free School District
6.2% due February 15, 2011 1,070,000 1,067,754 1,184,736 1,070,000 1,067,388 1,236,289
New York NY Unlimited Tax
6.75% due February 1, 2009 500,000 525,088 538,020 1,000,000 1,066,226 1,126,070
The accompanying notes are an integral part of these financial statements.
5
Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
2006 2005
----------------------------------------- --------------------------------------
Principal Amortized Fair Principal Amortized Fair
Amount Cost Value Amount Cost Value
----------- ------------ ------------ ----------- ----------- -----------
Insured (continued)
N.Y.S. Dormitory Authority Revs
Non State Supported Debt Insd
Sien College
(Par Call July 1, 2016 @100)
5.0% due July 1, 2020 $ 1,745,000 $ 1,838,454 $ 1,838,689 $ -- $ -- $ --
N.Y.S. Dormitory Authority Revs
Pace University
6.5% due July 1, 2009 1,000,000 1,045,206 1,083,060 1,000,000 1,057,654 1,133,730
N.Y.S. Dormitory Authority Revs
5.5% due May 15, 2018 1,155,000 1,321,653 1,288,738 -- -- --
New York Environmental Facilities Corp
State Pers Income Tax Rev
5.25 % due December 15, 2012 400,000 442,885 431,448 400,000 448,851 447,836
N.Y.S. Local Govt Assistance Corp Ref
5.5% due April 1, 2017 240,000 268,019 266,095 240,000 270,208 279,735
N.Y.S. Thruway Authority
Second Gen Hwy & Brdg Trust Fund
5.25% due April 1, 2013 1,000,000 1,093,214 1,076,670 1,000,000 1,105,508 1,122,890
N.Y.S. Urban Development Corp
Corp Rev Correction Facility
(Pre-Refunded to January 1, 2009 @ 101)
6.0% due January 1, 2012 1,000,000 1,018,448 1,068,110 1,000,000 1,021,308 1,115,820
Pleasantville New York Public Impt
Unlimited Tax
5.0% due January 1, 2016 440,000 482,183 468,583 -- -- --
Commonwealth of Puerto Rico
Electric Power Auth Rev
5.5% due July 1, 2017 700,000 788,483 771,841 700,000 795,260 814,968
Commonwealth of Puerto Rico
Highway Transportation Auth Rev Ref
6.25% due July 1, 2016 285,000 336,521 332,900 285,000 340,868 351,516
Puerto Rico Commonwealth Highway
and Transportation Auth Hwy Rev Ref
(Mandatory Put July 1, 2010 @100)
5% due July 1, 2035 1,000,000 1,086,452 1,046,520 1,000,000 1,088,364 1,080,970
Puerto Rico Commonwealth Highway
and Transportation Auth Transn Rev
5.5% due July 1, 2015 500,000 559,174 551,375 500,000 564,809 581,590
Suffolk County Judicial Facilities Agency
NY Service Agreement
Rev John P Cohalan Complex
(Callable October 15, 2009 @101)
5.75% due October 15, 2011 1,340,000 1,360,321 1,441,787 1,340,000 1,362,447 1,493,390
The accompanying notes are an integral part of these financial statements.
6
Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
2006 2005
----------------------------------------- --------------------------------------
Principal Amortized Fair Principal Amortized Fair
Amount Cost Value Amount Cost Value
----------- ------------ ------------ ----------- ----------- -----------
Insured (continued)
Suffolk County Water Auth
NY Waterworks Rev Sub Lien
6.0% due June 1, 2009 $ 1,000,000 $ 1,036,314 $ 1,052,200 $ 1,510,000 $ 1,598,680 $ 1,679,437
----------- ------------ ------------ ----------- ----------- -----------
17,705,000 18,816,516 19,030,867 15,085,000 16,061,232 16,925,479
----------- ------------ ------------ ----------- ----------- -----------
50.7%(*) 43.4%(*)
General Obligations
Monroe County NY Ref Pub
Impts Unlimited Tax
6.0% due March 1, 2012 445,000 497,984 494,920 445,000 506,299 517,014
Puerto Rico Public Buildings Auth
Rev Gtd Ref Govt Facs Ser J
(Par Call July 1, 2012 @100)
5.0% due July 1, 2028 500,000 513,621 518,465 500,000 514,050 536,300
----------- ------------ ------------ ----------- ----------- -----------
945,000 1,011,605 1,013,385 945,000 1,020,349 1,053,314
----------- ------------ ------------ ----------- ----------- -----------
2.7%(*) 2.7%(*)
U.S. Government Backed
Monroe County N.Y. Pub Imp Unlimited Tax
(Pre-Refunded to June 1, 2008 @101)
6.0% due June 1, 2010 890,000 893,119 939,707 890,000 893,818 981,500
Monroe County N.Y. Pub Imp Unlimited Tax
(Callable June 1, 2008 @101)
6.0% due June 1, 2010 10,000 10,101 10,552 10,000 10,043 10,978
City of New York NY Ref Unlimited Tax
(Pre-Refunded to May 15, 2010 @ 101)
6.0% due May 15, 2030 150,000 177,435 164,403 150,000 178,213 172,005
New York Environmental Facilities Corp
Pollution Control Rev St Wtr Fund Ref
(Escrowed to Maturity)
5.75% due June 15, 2008 -- -- -- 1,310,000 1,335,238 1,421,979
New York Environmental Facilities Corp
Pollution Control Rev St Wtr NYC 02
(Escrowed to Maturity)
5.75% due June 15, 2008 165,000 167,049 171,989 165,000 168,179 179,104
N.Y.S. Thruway Authority
Hwy & Brdg Tr Fd
(Pre-Refunded to April 1, 2013 @ 100)
5.0% due April 1, 2017 1,000,000 1,081,432 1,066,670 -- -- --
----------- ------------ ------------ ----------- ----------- -----------
2,215,000 2,329,136 2,353,321 2,525,000 2,585,491 2,765,566
----------- ------------ ------------ ----------- ----------- -----------
6.3%(*) 7.1%(*)
$33,190,000 $ 35,072,837 $ 35,655,280 $33,635,000 $35,418,602 $37,494,046
=========== ============ ============ =========== =========== ===========
95.1%(*) 96.1%(*)
(*) Represents percentage of net assets.
The accompanying notes are an integral part of these financial statements.
7
Tridan Corp.
Statements of Operations
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
2006 2005
-------------- --------------
Investment income
Interest $ 1,931,752 $ 1,931,779
Amortization of bond premium and discount - net (219,961) (202,449)
-------------- --------------
Total investment income 1,711,791 1,729,330
-------------- --------------
Expenses
Investment advisory fees (Note 3) 105,610 107,514
Professional fees (Note 3) 119,124 110,770
Director's fees 74,500 67,500
Administrative and accounting expenses 78,500 86,500
Insurance and other expenses 14,391 17,648
-------------- --------------
Total expenses 392,125 389,932
-------------- --------------
Net investment income 1,319,666 1,339,398
-------------- --------------
Realized and unrealized gain (loss) on investments
Net realized gain on investments 163,905 173,333
Net decrease from unrealized depreciation on investments (1,493,001) (317,646)
-------------- --------------
Net realized and unrealized loss on investments (1,329,096) (144,313)
-------------- --------------
Net (decrease) increase in net assets resulting from operations $ (9,430) $ 1,195,085
============== ==============
The accompanying notes are an integral part of these financial statements.
8
Tridan Corp.
Statements of Changes in Net Assets
Years Ended April 30, 2006, 2005 and 2004
- --------------------------------------------------------------------------------
2006 2005 2004
-------------- -------------- --------------
Increase (decrease) in net assets resulting
from operations
Net investment income $ 1,319,666 $ 1,339,398 $ 1,455,379
Net realized gain on investments 163,905 173,333 97,761
Unrealized depreciation on investments (1,493,001) (317,646) (1,040,001)
-------------- -------------- --------------
Net increase (decrease) in net assets
resulting from operations (9,430) 1,195,085 513,139
Distributions to shareholders from
Net investment income (1,304,517) (1,380,241) (1,437,093)
Capital gains - net (160,462) (117,464) (94,383)
Redemptions of shares
3,359.2505 shares, 3,301.7371 shares and
3,786.0403 shares, respectively (41,276) (41,787) (47,772)
-------------- -------------- --------------
Total decrease (1,515,685) (344,407) (1,066,109)
Net assets
Beginning of year 39,027,572 39,371,979 40,438,088
-------------- -------------- --------------
End of year $ 37,511,887 $ 39,027,572 $ 39,371,979
============== ============== ==============
The accompanying notes are an integral part of these financial statements.
9
Tridan Corp.
Notes To Financial Statements
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
1. Significant accounting policies
The following is a summary of the significant accounting policies followed
by Tridan Corp. (the "Company"), a closed-end, non-diversified management
investment company, registered under the Investment Company Act of 1940,
in the preparation of its financial statements.
Acquisition and valuation of investments
Investment transactions are accounted for on the date the securities are
purchased/sold (trade date) and interest on securities acquired/sold is
included in income from/to the settlement date. Short-term investments are
stated at cost, which is equivalent to fair value.
Fair values for the Company's investments in municipal obligations have
been determined based on the bid price of the obligation. Securities for
which quotations are not readily available are valued at fair value as
determined by the board of directors. There were no securities valued by
the board of directors, for which quotations were not readily available,
as of April 30, 2006 and 2005.
Amortization of bond premium or discount
In determining investment income, bond premiums or discounts are amortized
over the remaining term of the obligation.
Income taxes
It is the Company's policy to comply with the requirements of the Internal
Revenue Code that are applicable to regulated investment companies and to
distribute substantially all of its taxable income to its shareholders.
Therefore, no income tax provision is required.
Interest income from municipal investments are exempt from Federal and
state income taxes.
Cash and cash equivalents
The Company considers all investments that can be liquidated on demand to
be cash equivalents.
Use of estimates
The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of increases and decreases
in net assets from operations during the reporting period. Actual results
could differ from those estimates. Significant estimates are used in
determining the fair value of investments.
10
Tridan Corp.
Notes To Financial Statements
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
Concentration of credit risk
The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and cash equivalents and
investments. The Company maintains all of its cash on deposit in one
financial institution. At times, such amounts on deposit may be in excess
of amounts insured by the Federal Deposit Insurance Corporation. The value
of the Company's investments may be subject to possible risks involving,
among other things, the continued credit worthiness of the various state
and local government agencies and public financing authorities underlying
its investments. The Company and its investment advisor periodically
consider the credit quality of the Company's investments, and the Company
adheres to its investment objective of investing only in investment grade
securities.
2. Cash and cash equivalents
Cash and cash equivalents consisted of the following:
April 30,
----------------------
2006 2005
---------- ----------
Cash - demand deposits $ 431,425 $1,071,382
Cash equivalents - demand bonds and notes 995,000 --
---------- ----------
$1,426,425 $1,071,382
========== ==========
3. Accounts payable and accrued liabilities
Accounts payable and accrued liabilities consisted of the following at:
April 30,
----------------------
2006 2005
---------- ----------
Accrued investment advisory fees (a) $ 26,000 $ 27,000
Accrued fees - affiliate (b) 23,225 20,551
Accrued audit fees (c) 35,000 31,495
Accrued administrative and accounting expenses 6,439 24,400
---------- ----------
$ 90,664 $ 103,446
========== ==========
(a) The Company utilizes the services of J.P. Morgan Investment
Management, Inc. ("J.P. Morgan") as its investment advisor and
custodian for its investments. The annual advisory fee is .28 of one
percent of the net assets under management. The fee is computed and
payable quarterly, based on the aggregate fair value of the net
assets on the last day of each fiscal quarter.
(b) For the years ending April 30, 2006 and 2005, the Company incurred
legal fees of approximately $84,000 and $70,000, respectively, for
professional fees paid to the law firm of which an officer of the
Company is a member.
11
Tridan Corp.
Notes To Financial Statements
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
(c) For the years ending April 30, 2006 and 2005, the Company incurred
audit fees of approximately $35,000 and $41,000, respectively.
4. Investment transactions
Purchases and sales of investments in municipal obligations (excluding
short-term and demand investments) amounted to approximately $5,172,000
and $5,460,000 for the year ended April 30, 2006 and $4,728,000 and
$5,074,000, respectively, for the year ended April 30, 2005.
The U.S. Federal income tax basis (aggregate cost) of the Company's
investments, at April 30, 2006 and 2005, was approximately $35,073,000 and
$35,419,000, respectively, and net unrealized appreciation, at April 30,
2006 and 2005, for U.S. Federal income tax purposes was approximately
$582,000 and $2,076,000, respectively (gross unrealized appreciation of
approximately $850,000 and $2,093,000, respectively; gross unrealized
depreciation of approximately $268,000 and $17,000, respectively).
5. Common stock, share redemption plan and net asset values
At April 30, 2006 and 2005, there were 6,000,000 shares of $0.02 par value
common stock authorized of which 3,199,100 had been issued, aggregating
$63,982, and additional paid-in capital aggregating $312,787.
The Company has a share redemption plan applicable to approximately 52,000
shares and 55,000 shares, respectively, of outstanding common stock, at
April 30, 2006 and 2005. The plan permits eligible shareholders or their
estates to have their shares redeemed by the Company upon reaching age 65
or upon death. Shares are redeemed at the net asset value per share, based
on fair value, as of the end of the Company's fiscal quarter in which the
request for redemption is received. At April 30, 2006 and 2005, $984,115
(83,888.5487 shares) and $942,839 (80,529.2982 shares), respectively, had
been redeemed under this plan and are held in treasury.
The net asset value per share is calculated by dividing the aggregate fair
value of all assets less the aggregate fair value of all liabilities by
the number of common shares outstanding at the end of the period.
The net asset value per share and the shares outstanding were as follows:
April 30,
----------------------
2006 2005
---------- ----------
Net asset value $ 12.04 $ 12.51
Shares outstanding at:
April 30, 2006 3,115,211.4513
April 30, 2005 3,118,570.7018
12
Tridan Corp.
Notes To Financial Statements
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
6. Distributions
During the years ended April 30, 2006 and 2005, distributions of
$1,464,979 ($.47 per share) and $1,497,705 ($.48 per share), respectively,
were declared and paid to shareholders, which, except for capital gains of
$160,462 in 2006 and $117,464 in 2005, were exempt from Federal income
taxes.
The tax character of distributions paid during the years ending April 30,
2006 and 2005 was as follows:
2006 2005
---------- ----------
Distributions paid from:
Tax-exempt investment income, net $1,304,517 $1,380,241
Capital gains 160,462 117,464
---------- ----------
$1,464,979 $1,497,705
========== ==========
As of April 30, 2006 and 2005, the components of distributable earnings on
a tax basis were as follows:
2006 2005
---------- ----------
Overdistributed tax-exempt investment income, net $ (35,077) $ (50,226)
Undistributed capital gains 68,340 64,897
Unrealized appreciation of investments, net 582,443 2,075,444
---------- ----------
$ 615,706 $2,090,115
========== ==========
The Company has no capital loss carryforwards or book/tax differences as
of April 30, 2006 and 2005. The Company had no capital reclassification
related to permanent book/tax differences for years ending April 30, 2006
and 2005.
13
Tridan Corp.
Notes To Financial Statements
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
7. Financial highlights
Selected per share data and ratios:
For the Years Ended April 30,
----------------------------------------------------------------------
2006 2005 2004 2003 2002
---------- ---------- ---------- ---------- ----------
Per share operating performance:
(For a share of common stock
outstanding throughout the period):
Net asset value, beginning of year $ 12.51 $ 12.61 $ 12.94 $ 12.55 $ 12.36
---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment income .43 .43 .46 .47 .47
Net realized and unrealized gain
(loss) on investments (.43) (.05) (.30) .39 .22
---------- ---------- ---------- ---------- ----------
Total from investment operations .00 .38 .16 .86 .69
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends (from net investment
income) (.42) (.44) (.46) (.46) (.48)
Capital gains (.05) (.04) (.03) (.01) (.02)
---------- ---------- ---------- ---------- ----------
Total distributions (.47) (.48) (.49) (.47) (.50)
---------- ---------- ---------- ---------- ----------
Net asset value - end of year $ 12.04 $ 12.51 $ 12.61 $ 12.94 $ 12.55
========== ========== ========== ========== ==========
Per share market value - end of period $ 12.04 $ 12.51 $ 12.61 $ 12.94 $ 12.55
========== ========== ========== ========== ==========
Total investment return (3.76%) (0.79%) (2.55%) 3.11% 1.54%
Ratios/supplemental data:
Net assets, end of period (in 000s) $ 37,512 $ 39,028 $ 39,372 $ 40,438 $ 39,272
Ratio of expenses to average
net assets 1.02% .99% 0.83% 0.84% 0.80%
Ratio of net investment income
to average net assets 3.44% 3.40% 3.61% 3.59% 3.79%
Portfolio turnover rate 14.05% 14.78% 13.00% 12.00% 12.00%
Average (simple) number of shares
outstanding (in thousands) 3,117 3,120 3,124 3,127 3,130
14
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, are not "interested persons" of the Company, as defined in the
Investment Company Act of 1940, and comply with the definition of independence
in Rule 4200(a)(15) of the NASD listing standards. 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
disclosure controls and procedures and internal accounting and financial
controls, the annual independent audit of the Company's financial statements,
and compliance with regulatory requirements and with 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.
App 1
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 generally accepted auditing standards and by applicable
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 disclosure controls and procedures and
internal control over financial reporting. The committee shall also
review with the auditors 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. The committee shall
recommend to the board whether the audited statements shall be
issued to the shareholders and filed with the SEC. 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.
App 2
Tridan Corp.
and
Tridan Corp. Employees Stock Ownership Trust
Privacy Policy
The directors and management of Tridan Corp. and Tridan Corp. Employees
Stock Ownership Trust ("ESOT") respect the privacy of nonpublic personal
information that we collect from our shareholders and ESOT participants. This
notice provides information regarding our policies and practices surrounding the
collection and handling of nonpublic personal information. The words "we" and
"us" refer to Tridan Corp. and the ESOT. The words "you" and "your" refer to our
shareholders and ESOT participants, present and past.
Types of Information We Collect
During the course of our relationship, you sometimes share with us
nonpublic personal information, such as your address, social security number,
age, and number of shares owned by you. We collect this information from
applications, verbal communications, and correspondence with you. We may also
receive this information from firms that assist us in administering your account
and processing transactions on your behalf. We collect this information in order
to handle your account properly and provide you with the services you expect to
receive.
Use and Disclosure of Personal Financial Information
We may use your nonpublic personal information in order to provide you
with distributions, custodial, accounting, administrative and other shareholder
services.
We do not disclose any nonpublic personal information about you to anyone,
except as permitted by law.
We are permitted under law to disclose nonpublic personal information
about you to third parties in certain circumstances. For example, we may
disclose your nonpublic personal information to third parties that assist us in
providing services to you.
On occasion, we may be required to provide information about you and your
accounts and transactions to governmental agencies, in order to fulfill legal
and regulatory requirements. We will comply with these laws, to the extent we
are required to do so.
Safeguarding Your Personal Financial Information
We restrict access to your nonpublic personal information to those who
have a need to know that information in order to provide services to you. We
maintain physical, electronic, and/or procedural safeguards that meet the
standards of applicable laws and regulations.
TRIDAN CORP.
ANNUAL MEETING OF SHAREHOLDERS - JUNE 20, 2006
THIS PROXY IS SUBMITTED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby appoints PETER GOODMAN, I. ROBERT HARRIS and
WARREN F. PELTON, and each of them, with power of substitution, as proxies of
the undersigned, to vote all of the shares of stock which the undersigned is
entitled to vote at the above stated Annual Meeting of Shareholders on June 20,
2006, 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 Weiser LLP as auditors of the Company for the fiscal year ending April 30,
2007;
(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: 2006
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your full
title.