SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TRANSPRO, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
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[ ] 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.:
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4) Date Filed:
[GRAPHIC OMITTED]
March 28, 2002
Dear Fellow Stockholder:
You are cordially invited to attend our Annual Meeting of Stockholders
which will be held at The Yale Club of New York City, 50 Vanderbilt Avenue, New
York, New York on Thursday, May 2, 2002 at 11:00 a.m. This year you are being
asked to elect seven directors to the Board and approve our auditors for the
year ending December 31, 2002, all as described in the accompanying notice and
proxy statement.
We look forward to greeting personally those stockholders who are able to
be present at the meeting; however, whether or not you plan to be with us at the
meeting, it is important that your shares be represented. Accordingly, you are
requested to sign and date the enclosed proxy and mail it in the envelope
provided at your earliest convenience.
Thank you for your cooperation.
Sincerely yours,
/s/ Barry R. Banducci
----------------------------
Barry R. Banducci
Chairman of the Board
TRANSPRO, INC.
--------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
--------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Transpro,
Inc. will be held on Thursday, May 2, 2002 at 11:00 a.m., at The Yale Club of
New York City, 50 Vanderbilt Avenue, New York, New York, for the following
purposes:
(1) To elect seven directors to serve for the ensuing year;
(2) To consider and vote on the approval of PricewaterhouseCoopers LLP as
our independent auditors for the year ending December 31, 2002; and
(3) To transact such other business as may properly come before the annual
meeting or any adjournments of the annual meeting.
Stockholders of record at the close of business on March 6, 2002 will be
entitled to notice of and to vote at the annual meeting or any adjournments of
the annual meeting. All stockholders are cordially invited to attend the annual
meeting in person. Stockholders who are unable to attend the annual meeting in
person are requested to complete and date the enclosed form of proxy and return
it promptly in the envelope provided. No postage is required if mailed in the
United States. Stockholders who attend the annual meeting may revoke their proxy
and vote their shares in person.
RICHARD A. WISOT
Secretary
New Haven, Connecticut
March 28, 2002
TRANSPRO, INC.
100 GANDO DRIVE
NEW HAVEN, CONNECTICUT 06513
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PROXY STATEMENT
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GENERAL INFORMATION
PROXY SOLICITATION
This proxy statement is furnished to the holders of common stock of
Transpro, Inc. in connection with the solicitation by our Board of Directors of
proxies for use at the annual meeting of stockholders to be held on Thursday,
May 2, 2002, or at any adjournments of the annual meeting. The purposes of the
meeting and the matters to be acted upon are described in the accompanying
Notice of Annual Meeting of Stockholders. The Board of Directors is not
currently aware of any other matters that will come before the meeting.
Proxies for use at the meeting are being solicited by our Board of
Directors. Proxies will be mailed to stockholders on or about April 1, 2002 and
will be solicited chiefly by mail. We will make arrangements with brokerage
houses and other custodians, nominees and fiduciaries to send proxies and proxy
material to the beneficial owners of the shares and will reimburse them for
their expenses in so doing. Should it appear desirable to do so in order to
ensure adequate representation of shares at the meeting, our officers, agents
and employees may communicate with stockholders, banks, brokerage houses and
others by telephone, e-mail, facsimile, or in person to request that proxies be
furnished. We will pay all expenses incurred in connection with this
solicitation.
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the annual meeting and a return envelope for the
proxy are enclosed. Stockholders may revoke the authority granted by their
execution of proxies at any time before their effective exercise by filing with
our Secretary a written notice of revocation or a duly executed proxy bearing a
later date, or by voting in person at the meeting. Shares of common stock
represented by executed and unrevoked proxies will be voted in accordance with
the choice or instructions specified. If no specifications are given, the
proxies intend to vote the shares represented to approve Proposals No. 1 and 2
as described in the accompanying Notice of Annual Meeting of Stockholders and in
accordance with their best judgment on any other matters which may properly come
before the meeting.
RECORD DATE AND VOTING RIGHTS
Only stockholders of record at the close of business on March 6, 2002 are
entitled to notice of and to vote at the annual meeting or any adjournments of
the annual meeting. On March 6, 2002 there were 6,981,889 shares of common stock
outstanding; each share is entitled to one vote on each of the matters to be
presented at the annual meeting. The holders of a majority of the outstanding
shares of common stock, present in person or by proxy, will constitute a quorum
at the annual meeting. Abstentions and broker non-votes will be counted for
purposes of determining the presence or absence of a quorum. "Broker non-votes"
are shares held by brokers or nominees which are present in person or
represented by proxy, but which are not voted on a particular matter because
instructions have not been received from the beneficial owner. Under Delaware
law, the effect of broker non-votes on a particular matter depends on whether
the matter is one as to which the broker or nominee has discretionary voting
authority under the applicable rule of the New York Stock Exchange. The effect
of broker non-votes on the specific items to be brought before the annual
meeting is discussed under each item.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
Seven directors, constituting the entire Board, are to be elected at the
annual meeting. Unless otherwise specified, the enclosed proxy will be voted in
favor of the persons named below to serve until the next annual meeting of
stockholders and until their successors have been duly elected and qualified.
Each person named below is now a director of Transpro. In the event any of these
nominees will be unable to serve as a director, the shares represented by the
proxy will be voted for the person, if any, who is designated by the Board of
Directors to replace the nominee. All nominees have consented to be named and
have indicated their intent to serve if elected. The Board of Directors has no
reason to believe that any of the nominees will be unable to serve or that any
vacancy on the Board of Directors will occur.
The nominees, their ages, the year in which each first became a director of
Transpro and their principal occupations or employment during the past five
years are:
YEAR FIRST
BECAME PRINCIPAL OCCUPATION
NOMINEE AGE DIRECTOR DURING THE PAST FIVE YEARS
------- --- -------- --------------------------
Barry R. Banducci ............ 66 1995 Chairman of the Board of Transpro, Inc. since
September 1995; from 1984 to 1996, Vice Chairman of
the Board and a director of The Equion Corporation, a
manufacturer of automotive products; from 1988 to
1994, President and Chief Executive Officer of Equion
and from 1984 to 1988, President and Chief Operating
Officer of Equion; currently a director of Advanced
Accessory Systems, LLC and Delker Corporation. (1)(3)
William J. Abraham, Jr. ...... 54 1995 Partner with Foley & Lardner, a law firm in Milwaukee,
Wisconsin, since 1980; formerly Chairman of the
Business Law Department of Foley & Lardner; currently
a director of The Vollrath Company, Inc., Park Bank,
and Windway Capital Corp. (2)
Philip Wm. Colburn ........... 73 1995 Chairman of the Board of Allen Telecom Inc. since
December 1988 and a director of Allen since 1973; from
March 1988 to February 1991, Chief Executive Officer
of Allen; currently a director of Superior Industries
International, Inc. (2)
Charles E. Johnson ........... 56 2001 Since March 2001, President and Chief Executive Officer
of Transpro, Inc.; from 1996 to March 2001, President
and Director, and from 1997 to March 2001, Chief
Executive Officer, of Canadian General-Tower Ltd., a
producer of polymer films and composite materials to
the automotive and other markets; from 1984 to 1996,
various positions at The Equion Corporation, including
President and Chief Operating Officer from 1993 to
1996. (3)
Paul R. Lederer .............. 62 1995 Currently a director of R&B Inc., O'Reilly Automotive,
Inc., FPM, Inc. and Icarz.com, and a member of the
advisory boards of Richco Inc., Ampere Products,
Autoline and The Wine Discount Center; prior to
retirement in October 1998, Executive Vice President --
Worldwide Aftermarket of Federal-Mogul Corporation
since February 1998; from November 1994 to
February 1998, President and Chief Operating Officer
of Fel-Pro Inc., which was acquired by Federal-Mogul
Corporation. (1)(3)
2
YEAR FIRST
BECAME PRINCIPAL OCCUPATION
NOMINEE AGE DIRECTOR DURING THE PAST FIVE YEARS
------- --- -------- --------------------------
Sharon M. Oster ......... 53 1995 Frederic D. Wolfe Professor of Management and
Entrepreneurship at the School of Management, Yale
University since 1992; from 1992 to 1994, Associate
Dean of Yale's School of Management; from 1983 to
1994, Professor of Economics and Management at
Yale's School of Management; currently a director of
HealthCare REIT, Inc. and The Aristotle Corporation. (1)
F. Alan Smith ........... 70 1995 Chairman of Advanced Accessory Systems, LLC since
September 1995; Chairman of Mackie Automotive
Systems since May 1998, and a director of 3M from
1986 to 2001; retired from General Motors Corporation
in 1992 after 36 years of service; from 1981 to 1992,
Executive Vice President and a member of the Board of
Directors of GM. (2)
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(1) Member of the Management Compensation and Nominating Committee.
(2) Member of the Audit Committee.
(3) Member of the Management Committee.
INFORMATION REGARDING THE BOARD OF DIRECTORS
The business and affairs of Transpro are managed under the direction of our
Board of Directors, whose members are elected annually by the stockholders.
During 1995, the Board of Directors designated a Management Compensation and
Nominating Committee and an Audit Committee. Messrs. Lederer and Banducci and
Ms. Oster are the members of the Management Compensation and Nominating
Committee; and Messrs. Smith, Abraham and Colburn are the members of the Audit
Committee. During 1999, the Board of Directors designated a Management
Committee. Messrs. Banducci, Johnson and Lederer are the members of the
Management Committee. Charles E. Johnson, our current President and Chief
Executive Officer, joined the Management Committee in March 2001.
The Management Compensation and Nominating Committee (the "Compensation
Committee") recommends to the Board salaries and incentive compensation awards
for our officers; reviews and approves guidelines for the administration of
incentive compensation programs for other management employees; makes
recommendations to the Board with respect to major compensation programs;
administers our 1995 Stock Plan and our 1995 Nonemployee Directors Stock Option
Plan (the "Directors Plan"), grants stock options and restricted shares of
common stock under the 1995 Stock Plan; and issues the Report on Executive
Compensation required to be included in our proxy statement by the rules of the
Securities and Exchange Commission. This committee also selects and recommends
to the Board nominees for election as directors and considers the performance of
incumbent directors in determining whether to recommend them for nomination for
re-election. The Compensation Committee has recommended each of the seven
returning incumbent directors for re-election at the annual meeting. The
Compensation Committee will consider nominees recommended by stockholders for
election at the 2003 Annual Meeting of Stockholders that are submitted prior to
the end of 2002 to our Secretary at Transpro's offices, 100 Gando Drive, New
Haven, Connecticut 06513. Any recommendation must be in writing and must include
a detailed description of the business experience and other qualifications of
the recommended nominee as well as the signed consent of the nominee to serve if
nominated and elected.
The Audit Committee recommends to the Board of Directors the appointment of
our independent auditors and reviews the degree of their independence; approves
the scope of the audit engagement, including the cost of the audit; reviews any
non-audit services rendered by the auditors and the fees for
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these services; reviews with the auditors and management our policies and
procedures with respect to internal accounting and financial controls and, upon
completion of an audit, the results of the audit engagement; and reviews
internal accounting and auditing procedures with our financial staff and the
extent to which recommendations made by the independent auditors have been
implemented. All members of the Audit Committee are independent as defined in
the listing standards of the New York Stock Exchange. The Board of Directors has
adopted an Audit Committee Charter that meets the requirements of the Securities
and Exchange Commission and the New York Stock Exchange.
The Management Committee serves as an advisory resource for Transpro
management with regard to industry-specific strategic issues and the condition
of the marketplace in which we operate. The Management Committee was established
to assist management in its oversight of our operations through the experience
and knowledge of its members, rather than to take specific action with regard to
any particular area of corporate governance.
During 2001, the Board of Directors held five meetings and acted once by
unanimous written consent, the Compensation Committee held six meetings and
acted once by unanimous written consent, the Audit Committee held eight meetings
and the Management Committee held two meetings. During 2001, each director
attended at least 75% of the meetings of the Board of Directors held and of all
committees of the Board of Directors on which he or she served while he or she
was director or a member of a committee of the Board of Directors.
COMPENSATION OF DIRECTORS
The Chairman of the Board of Directors is paid an annual retainer of
$35,000 per year for his services as Chairman and $1,000 for each meeting of the
Board of Directors attended. The Chairman does not receive any additional
compensation for committee participation. All other nonemployee directors are
paid $12,000 per year for their services as a director and $1,000 for each
meeting of the Board of Directors attended. Each nonemployee member of the
Audit, Compensation or Management Committee is paid $2,000 per year for his or
her services as a member, and each committee member is paid $500 for each
meeting of a committee attended. Directors are not paid fees for their
participation in meetings by telephone conference or for actions by unanimous
written consent. Each director and committee member is reimbursed for travel and
related expenses incurred in attending meetings.
Under our 1995 Nonemployee Directors Stock Option Plan, the Chairman and
each nonemployee director are automatically entitled to a grant of options to
purchase 3,200 and 1,500 shares of common stock, respectively, on an annual
basis, on the first Friday following our annual meeting of stockholders.
Pursuant to the Directors Plan, Messrs. Abraham, Colburn, Lederer, Ms. Oster and
Mr. Smith were each granted options to purchase 1,500 shares of common stock on
May 4, 2001 at an exercise price of $2.70 per share. Mr. Banducci received
options to purchase 3,200 shares of common stock on such date at the same
exercise price. Each option expires 10 years from date of grant and is
exercisable 50 percent after two years from date of grant, 75 percent after
three years from date of grant and 100 percent after four years from date of
grant.
We maintain a matching gift program for the benefit of our directors.
Pursuant to the matching gift program, in 2001, we matched gifts to charitable
organizations made by the directors in amounts up to $2,500 for each director.
During the final three months of 2000 and prior to the hiring of Charles E.
Johnson as President and Chief Executive Officer in March 2001, Mr. Banducci
took on many of the day-to-day management responsibilities typically associated
with the position of President and Chief Executive Officer. In consideration for
these additional services, in June 2001 the Board approved the payment
$96,562.50 in cash in twelve monthly installments beginning July 1, 2001 and the
issuance of 30,175 shares of common stock to Mr. Banducci.
We are party to an employment agreement with Charles E. Johnson, our
President and Chief Executive Officer, and a director. For a description of the
terms of this agreement and certain stock option grants made to Mr. Johnson in
2001 pursuant to the agreement, see "Executive Compensation -- Employment,
Termination of Employment and Change of Control Arrangements."
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VOTE REQUIRED
The seven nominees receiving the affirmative vote of holders of a majority
of the shares of common stock issued, outstanding and entitled to vote, present
or represented at the meeting, a quorum being present, shall be elected as
directors. Broker non-votes with respect to this matter will be treated as
neither a vote "for" or a vote "against" the matter, although they will be
counted in determining if a quorum is present. However, instructions on the
accompanying proxy card to withhold authority to vote for one or more nominees
will be considered in determining the number of votes required to attain a
majority of the shares present or represented at the meeting and entitled to
vote. Accordingly, an instruction to withhold authority by a stockholder present
in person or by proxy at the meeting has the same legal effect as a vote
"against" the nominee because it represents a share present or represented at
the meeting and entitled to vote, thereby increasing the number of affirmative
votes required to approve the nominee.
THE BOARD OF DIRECTORS DEEMS "PROPOSAL NO. 1 -- ELECTION OF DIRECTORS" TO
BE IN THE BEST INTERESTS OF TRANSPRO AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE
"FOR" APPROVAL OF THIS PROPOSAL.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Management Compensation and Nominating Committee is comprised of three
independent non-employee directors. As members of the Compensation Committee, it
is our responsibility to administer Transpro's executive compensation programs,
monitor corporate performance and its relationship to compensation of executive
officers, and make appropriate recommendations concerning matters of executive
compensation.
Compensation Policies
We have formulated a compensation philosophy that is designed to enable us
to attract, retain and reward capable employees who can contribute to the
success of Transpro, principally by (i) setting base salaries at the median of
the marketplace, (ii) creating a significant annual incentive opportunity with
target award levels somewhat above median marketplace practices and (iii)
creating a highly leveraged (i.e., approximately between the marketplace 50th
and 75th percentiles) long term incentive opportunity for senior management. We
believe that implementation of a system of compensation that emphasizes
performance-based compensation provides a strong alignment to stockholders'
interests. Five key principles serve as the guiding framework for compensation
decisions for all employees of Transpro:
o To attract and retain the most highly qualified management and
employee team.
o To pay competitively compared to similar automotive companies.
o To encourage superior employee performance by aligning rewards with
stockholder interests, especially through the use of tangible
performance targets.
o To motivate senior executives to achieve Transpro's annual and
long-term business goals by providing higher than average leveraged
equity-based incentive opportunities.
o To strive for fairness in administration by emphasizing performance
related contributions as the basis for pay decisions.
To implement these policies, we have designed the framework for a four-part
executive compensation program consisting of base salary, annual incentive plan,
long-term incentive opportunities for senior management, and other employment
benefits.
Base Salary. We will seek to maintain levels of compensation that are
competitive with similar automotive companies. Base salary represents the fixed
component of the executive compensation program. Transpro's philosophy regarding
base salaries is conservative, and will seek to maintain salaries for the
aggregate officer group at approximately the competitive industry average.
Periodic increases in
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base salary will relate to individual contributions evaluated against
established objectives, length of service, and the industry's annual competitive
pay practice movement. We believe that base salary for 2001 for our Chief
Executive Officer and for the other executive officers was generally at the
competitive industry average.
Annual Incentive Plan. We have designed an annual incentive plan pursuant
to which key Transpro employees will be eligible to receive performance bonuses
in a range based upon a percentage of their annual base salary. Payment of the
performance bonuses is based upon performance measures set by the Compensation
Committee that incorporate overall corporate, divisional and personal targets.
In general, with regard to senior executives, a greater degree of emphasis is
placed on the long-term incentives described below.
Long Term Incentives. We believe that the pay program should provide senior
executives with an opportunity to increase their ownership and potentially gain
financially from Transpro stock price increases. By this approach, the best
interests of stockholders and senior executives will be closely aligned.
Therefore, senior executives are eligible to receive restricted stock and are
also eligible to receive stock options, giving them the right to purchase shares
of common stock at a specified price in the future. We believe that the use of
restricted stock and stock options as the basis for long-term incentive
compensation meets our defined compensation strategy and business needs by
achieving increased value for stockholders and retaining key employees.
Other Benefits. Our philosophy is to provide competitive health- and
welfare-oriented benefits to executives and employees, but to maintain a
conservative posture relative to executive benefits. Consistent with industry
practices, we provide a company automobile or automobile allowance to executive
officers.
Compliance with Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to a public corporation for compensation over $1 million paid to a
corporation's chief executive officer and four other most highly compensated
executive officers. Qualifying performance-based compensation will not be
subject to the cap if certain requirements are met. We intend to structure the
compensation of our executive officers in a manner that should ensure that
Transpro does not lose any tax deductions because of the $1 million compensation
limit in the foreseeable future.
The salaries for our highest paid executives will be set, in part based on
independent studies, at levels approximating the average for companies of
comparable size in similar industries and are not expected to approach $1
million in the foreseeable future. We are a proponent of using more performance
and equity-based compensation, which can often be designed to ensure that tax
deductibility is not compromised.
Our 1995 Stock Plan incorporates maximum limitations on individual annual
stock option and restricted stock grants so as to meet the requirements of
Section 162(m). The 1995 Stock Plan also identifies performance measures to be
used if we decide to use performance-based vesting restricted stock in the
future to meet the requirements of Section 162(m).
2001 Compensation for the Chief Executive Officer
In 2001, Charles E. Johnson was entitled to receive base salary payments at
a rate of $360,000 per year, pursuant to the terms of his employment agreement
with the Company. As Mr. Johnson did not join Transpro until March 2001 and took
a voluntary 20% pay cut beginning in October 2001, his actual base salary
received in 2001 was $280,275. See "Executive Compensation -- Employment,
Termination of Employment and Change of Control Arrangements." Mr. Johnson
earned an annual performance bonus of $81,000 pursuant to the Annual Incentive
Plan for 2001, based upon the achievement of certain goals set by the
Compensation Committee. In March 2001, Mr. Johnson was granted an option to
purchase 60,000 shares of common stock at an exercise price of $2.90 per share,
which was the market price for the common stock on the date of grant. In June
2001, Mr. Johnson was granted an option to purchase 40,000 shares of common
stock at an exercise price of $3.20 per share, which was the market price for
the common stock on the date of grant. These option grants were made in
accordance with the Committee's compensation practices.
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Summary
The Compensation Committee believes that we have implemented a
comprehensive compensation program for Transpro executives that is appropriate
and competitive with the total compensation programs provided by other similar
automotive companies with which we compete. We believe our compensation
philosophy ties compensation to stockholder returns and thereby links
compensation to the achievement of annual and longer-term operational results of
Transpro on behalf of our stockholders. We look forward to providing the
stockholders with an update in our next annual report to you.
Management Compensation and Nominating
Committee of the Board of Directors
- PAUL R. LEDERER, CHAIRMAN
- BARRY R. BANDUCCI
- SHARON M. OSTER
ANNUAL AND LONG-TERM EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation paid
or accrued by Transpro and its subsidiaries to those persons who were (i) the
Chief Executive Officer, (ii) the other four most highly compensated executive
officers at the end of 2001 and (iii) two former executive officers
(collectively, the "named executive officers"), for services rendered by them in
all capacities in which they served Transpro and its subsidiaries during 1999,
2000 and 2001.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION (a) AWARDS
------------------------- --------------------------
SECURITIES ALL
UNDERLYING OTHER
BONUS OPTIONS/ COMP.
NAME AND PRINCIPAL POSITION YEAR SALARY ($) ($) SARS (#) ($)(B)
----------------------------------- ------ ------------ ---------- ------------ -----------
Charles E. Johnson (c) ............ 2001 $280,275 $ 81,000 100,000 $ 83,722
President and Chief 2000 -- -- -- --
Executive Officer 1999 -- -- -- --
Richard A. Wisot (d) .............. 2001 104,013 20,000 25,000 1,976
Vice President, Treasurer, 2000 -- -- -- --
Secretary and Chief Financial 1999 -- -- -- --
Officer
David Albert (e) .................. 2001 115,188 22,000 25,000 84,595
Vice President -- Operations 2000 -- -- -- --
1999 -- -- -- --
Jeffrey L. Jackson ................ 2001 148,132 23,000 10,000 4,208
Vice President -- 2000 146,420 0 0 4,322
Human Resources 1999 135,000 29,970 10,000 4,265
Kenneth T. Flynn, Jr. (f) ......... 2001 64,511 18,000 0 1,915
Vice President and Corporate 2000 -- -- -- --
Controller 1999 -- -- -- --
Henry P. McHale ................... 2001 0 0 0 444,675(g)
Former President and Chief 2000 386,250 0 0 8,517
Executive Officer 1999 386,250 142,913 25,000 9,322
John F. Della Ventura ............. 2001 111,936 0 15,000 83,106(h)
Former President, 2000 164,000 0 0 4,242
G&O Division 1999 157,500 23,940 15,000 3,874
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(a) The aggregate amount of perquisites and other personal benefits is less
than the lesser of $50,000 or 10% of the total salary and bonus reported
for each indicated named executive officer.
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(b) All Other Compensation includes for 1999, 2000 and 2001, respectively, (i)
contributions made by each named executive officer's employer under its
defined contribution plan in the following amounts: Mr. Johnson -- $0, $0
and $3,214; Mr. Wisot -- $0, $0 and $922; Mr. Albert -- $0, $0 and $1,414;
Mr. Jackson -- $3,489, $3,513 and $2,949; Mr. Flynn -- $0, $0 and $672; Mr.
McHale -- $6,663, $5,829 and $0; and Mr. Della Ventura -- $1,123, $1,370
and $1,509; and (ii) insurance premiums paid by Transpro in 1999, 2000 and
2001 for the benefit of the named executive officers in the following
amounts: Mr. Johnson -- $0, $0 and $1,987; Mr. Wisot -- $0, $0 and $1,054;
Mr. Albert -- $0, $0 and $977; Mr. Jackson -- $776, $809 and $1,259; Mr.
Flynn -- $0, $0 and $1,243; Mr. McHale -- $2,659, $2,688 and $2,686; and
Mr. Della Ventura -- $2,752, $2,872 and $2,877. Also includes reimbursement
of grossed-up moving expenses in 2001 for Messrs. Johnson and Albert in the
amounts of $78,521 and $82,204, respectively.
(c) Mr. Johnson joined Transpro in March 2001.
(d) Mr. Wisot joined Transpro in June 2001.
(e) Mr. Albert joined Transpro in April 2001.
(f) Mr. Flynn joined Transpro in June 2001.
(g) Includes severance-related payments of $374,759 and a supplemental
retirement plan payment of $61,867 made to Mr. McHale in 2001. Mr. McHale
resigned from Transpro effective December 31, 2000.
(h) Includes severance payments of $78,720 made to Mr. Della Ventura in 2001.
Mr. Della Ventura resigned from Transpro in July 2001.
The following table sets forth the grants of stock options made during the
year ended December 31, 2001 to the named executive officers:
OPTION GRANTS IN LAST FISCAL YEAR
NUMBER OF % OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION GRANT DATE
NAME GRANTED (A) FISCAL PERIOD (B) PRICE DATE PRESENT VALUE (C)
------------------------------- ------------- ------------------- ---------- ------------ ------------------
Charles E. Johnson ............ 60,000 26.1% $2.90 3/14/2011 $98,400
40,000 17.4% $3.20 6/23/2011 $75,200
Richard A. Wisot .............. 25,000 10.9% $3.20 6/23/2011 $47,000
David Albert .................. 25,000 10.9% $3.20 6/23/2011 $47,000
Jeffrey L. Jackson ............ 10,000 4.3% $2.50 1/4/2011 $14,500
Kenneth T. Flynn, Jr. ......... -- -- -- -- --
Henry P. McHale ............... -- -- -- -- --
John F. Della Ventura ......... 15,000 6.5% $2.50 1/4/2011 $21,750
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(a) The grant of options to Mr. Johnson to purchase 60,000 shares is
exercisable one-third after one year from date of grant, two-thirds after
two years from date of grant and 100 percent after three years from date of
grant and the grant of options to Mr. Johnson to purchase 40,000 shares is
exercisable 50 percent after March 12, 2002 and 100 percent after March 12,
2003. All other options granted are exercisable 50 percent after two years
from date of grant, 75 percent after three years from date of grant and 100
percent after four years from date of grant.
(b) Options to purchase a total of 230,000 shares of common stock were issued
by Transpro to employees in fiscal 2001.
(c) Present value calculated using the Black Scholes model assuming a 4.65%
interest rate (the rate of treasury securities with a maturity date closest
to the expected life of the options) and 56.49% volatility (calculated
based upon the performance of the common stock from the date of the
spin-off through the grant date).
8
The following table sets forth information with respect to unexercised
options to purchase Transpro common stock held by the named executive officers
at December 31, 2001. No options to purchase common stock were exercised in 2001
by these persons.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT FISCAL
FISCAL YEAR-END # YEAR-END($) (A)
------------------------------- ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------------- ------------- --------------- ------------- --------------
Charles E. Johnson ............ 0 100,000 -- $12,000
Richard A. Wisot .............. 0 25,000 -- 0
David Albert .................. 0 25,000 -- 0
Jeffrey L. Jackson ............ 0 10,000 -- 6,000
Kenneth T. Flynn, Jr. ......... 0 0 -- --
Henry P. McHale ............... 0 0 -- --
John F. Della Ventura ......... 0 0 -- --
----------
(a) Computed based upon the difference between the closing price of Transpro
common stock on December 31, 2001 ($3.10) and the exercise price.
RETIREMENT PLANS
Each of our named executive officers other than Mr. Della Ventura are
covered by a non-contributory defined benefit cash balance plan. We credit an
amount, quarterly, to a notional account for each participant under the plan
equal to the sum of (i) each participant's total compensation for the quarter
(excluding bonus) multiplied by a percentage factor plus (ii) each participant's
total compensation for the quarter (excluding bonus) in excess of a fraction of
the Social Security wage base multiplied by a percentage factor. The percentage
factors are determined under the following table:
PLUS % OF PAY ABOVE 1/12 OF
YEARS OF SERVICE CREDIT ACCOUNT WITH % OF PAY SOCIAL SECURITY TAXABLE WAGE BASE
---------------------------- ------------------------------ ----------------------------------
Less than 10 years ......... 2.25% 2%
10 to 20 years ............. 3.00% 2%
20 or more years ........... 4.00% 2%
Each year until each participant's normal retirement date (age 65), the
notional account balances will be credited quarterly with interest equal to the
average of the one-year Treasury bill rate on the first day of October, November
and December of the previous calendar year multiplied by his or her account
balance at the beginning of the quarter. Upon retirement, the notional account
balance will be paid in the form of a lump sum payment or converted to an
annuity to provide monthly benefit payments. Upon normal retirement at age 65,
Messrs. Johnson, Wisot, Albert, Jackson, Flynn and McHale's estimated annual
pension benefits under the cash balance plan are $0, $0, $0, $15,957, $0 and $0,
respectively.
Mr. McHale took a lump-sum distribution of $53,490 from the cash balance
plan in 2001 in connection with his departure from Transpro. Mr. Della Ventura,
who was covered by defined benefit plan covering employees of our G&O division,
took a lump sum distribution from that plan in 2001 in the amount of $110,158 in
connection with his departure from Transpro.
9
EMPLOYMENT, TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
Charles E. Johnson
Effective March 12, 2001, we entered into an employment agreement with
Charles E. Johnson, our President and Chief Executive Officer. The agreement has
a two-year term with automatic one-year extensions upon each anniversary date of
the agreement unless either party gives at least 90 days' notice to the
contrary. The employment agreement can be terminated by Transpro for "serious
cause" (as defined in the employment agreement) or in the event Mr. Johnson
becomes disabled, and Mr. Johnson can terminate the agreement for "good reason"
(as defined in the agreement). The employment agreement provides annual pension
benefits, supplemental to the annual benefits paid under our retirement plans,
in an amount determined in accordance with the applicable Transpro retirement
plan, without giving effect to limits imposed by the Internal Revenue Code and
regulations of the IRS on the amount of benefits payable or compensation that
may be used in determining benefits that may be paid to an individual under a
Federal income tax qualified plan. The employment agreement provides for an
annual salary of $360,000 and a bonus of up to 150% of base salary determined
based upon performance targets set annually by the Board. Mr. Johnson took a
voluntary 20% pay cut beginning in October 2001 through the remainder of 2001.
In addition, under the agreement, in March 2001 Mr. Johnson received options to
purchase 60,000 shares of common stock under our 1995 Stock Plan exercisable one
third after one year from date of grant, two-thirds after two years from date of
grant and 100 percent after three years from date of grant. In June 2001, Mr.
Johnson received options to purchase an additional 40,000 shares that are
exercisable 50% after March 12, 2002 and 100% after March 12, 2003. We also
agreed to pay Mr. Johnson's reasonable relocation expenses.
Mr. Johnson's employment agreement contains additional provisions which
provide that, in the event we terminate Mr. Johnson's employment other than for
"serious cause" or his disability, death or retirement, or if Mr. Johnson
terminates his employment for "good reason," we would pay him an amount equal to
his salary for one year and would provide his life, disability, accident,
medical and hospitalization insurance benefits during a period of one year after
termination. In addition, we would pay Mr. Johnson accrued vacation pay and all
other amounts to which he is entitled under the agreement prior to termination.
Severance Agreements
Messrs. Wisot, Albert, Jackson and Flynn entered into severance agreements
with the Company. Pursuant to their respective severance agreements, if the
officer lost his current position (except for termination for "cause" as defined
in each severance agreement), or if during the term thereof should there be a
material change in ownership, or the sale of a portion of the business, which
results in his not having a position similar to his current position including
similar pay and benefits then his base salary will continue to be paid until he
either secures other full-time employment, or for one year, whichever occurs
first.
Severance Payments
We entered into a Separation and Release Agreement with Henry P. McHale,
our former President and Chief Executive Officer, pursuant to which Mr. McHale
resigned from Transpro effective December 31, 2000. As part of this agreement
Transpro and Mr. McHale generally released one another from all claims and we
agreed to pay Mr. McHale in twelve equal monthly installments an aggregate
amount of $386,250 and also agreed to provide Mr. McHale with insurance benefits
equivalent to those which he was receiving while employed with Transpro and the
use of a company automobile for one year. We also agreed to pay Mr. McHale his
legal fees and expenses in connection with the preparation of the Separation and
Release Agreement together with $15,800, representing accrued vacation pay and
additional consideration for his release.
We entered into a Settlement and Release Agreement with John F. Della
Ventura, our former G&O Division President, pursuant to which Mr. Della Ventura
resigned from Transpro effective July 13, 2001. As part of this agreement
Transpro and Mr. Della Ventura generally released one another from all claims
and we agreed to make bi-weekly payments to Mr. Della Ventura of $6,560 for the
lesser of one year or
10
the date that he secures other full-time employment. We also agreed to provide
Mr. Della Ventura with insurance benefits and use of a company automobile and
certain other perquisites until the earlier of one year or the date that he
secures other full-time employment. We paid Mr. Della Ventura severance of
$78,720 in 2001.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our Compensation Committee currently consists of three non-employee
directors -- Messrs. Lederer, Banducci and Ms. Oster. Pursuant to the Directors
Plan, Mr. Lederer and Ms. Oster were each granted options to purchase 1,500
shares of common stock on May 4, 2001 at an exercise price of $2.70 per share.
Mr. Banducci received options to purchase 3,200 shares of common stock on such
date at the same exercise price. Each of the foregoing options expires 10 years
from date of grant and is exercisable 50 percent after two years from date of
grant, 75 percent after three years from date of grant and 100 percent after
four years from date of grant. See "Compensation of Directors," above.
During the final three months of 2000 and prior to the hiring of Charles E.
Johnson as President and Chief Executive Officer in March 2001, Mr. Banducci
took on many of the day-to-day management responsibilities typically associated
with the position of President and Chief Executive Officer. In consideration for
these services, in June 2001 the Board approved the payment $96,562.50 in cash
in twelve monthly installments beginning July 1, 2001 and the issuance of 30,175
shares of common stock to Mr. Banducci.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors, and persons who beneficially own more than ten percent
of our common stock, to file initial reports of ownership and reports of changes
in ownership with the SEC and The New York Stock Exchange. Executive officers,
directors and greater than ten percent beneficial owners are required by the SEC
to furnish us with copies of all Section 16(a) forms they file.
Based upon a review of the copies of these forms furnished to us and
written representations from our executive officers and directors, we believe
that during fiscal 2001 all Section 16(a) filing requirements applicable to our
executive officers, directors and greater than ten percent beneficial owners
were complied with.
COMPANY PERFORMANCE
The following graph shows the cumulative total stockholder return on
Transpro common stock since January 1, 1997, compared to the returns of the New
York Stock Exchange Market Value Index, and a peer group consisting of the
reporting companies in SIC Code 3714 -- Motor Vehicle Parts and Accessories.
11
TRANSPRO, INC.
COMPARISON OF CUMULATIVE TOTAL RETURN 1/97-12/01
VS. NYSE MARKET VALUE INDEX
AND SIC -- MOTOR VEHICLE PARTS AND ACCESSORIES INDEX
[GRAPHIC OMITTED]
Assumes $100 invested January 1, 1997 in Transpro common stock, NYSE Market
Value Index and SIC -- Motor Vehicle Parts and Accessories Index; assumes
dividend reinvestment.
[LINE CHART]
1/97 12/97 12/98 12/99 12/00 12/01
------ ------------ ----------- ----------- ----------- -----------
TRANSPRO ...................... $100 $ 100.79 $ 56.39 $ 77.11 $ 31.30 $ 37.86
NYSE MARKET VALUE INDEX ....... $100 $ 131.56 $ 156.55 $ 171.42 $ 175.51 $ 159.87
SIC INDEX ..................... $100 $ 129.18 $ 128.74 $ 104.18 $ 79.06 $ 95.95
12
STOCK OWNERSHIP
PRINCIPAL STOCKHOLDERS
The following tables set forth information as of March 6, 2002 with respect
to the only persons known to us to be the beneficial owners (for purposes of the
rules of the SEC) of more than 5% of the outstanding shares of our common stock
as of that date.
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNERS OWNERSHIP OF CLASS
----------------- --------- --------
Gabelli Funds, LLC ........................ 1,072,120(a) 15.4%
GAMCO Investors, Inc.
Gabelli Performance Partnership L.P.
Gemini Capital Management Limited
Gabelli Advisers, Inc.
One Corporate Center
Rye, New York 10580
State of Wisconsin Investment Board ....... 792,000(b) 11.3%
P.O. Box 7842
Madison, Wisconsin 53707
Fidelity Management & Research Company .... 660,925(c) 9.5%
FMR Corp.
Edward C. Johnson 3d
Abigail P. Johnson
82 Devonshire Street
Boston, Massachusetts 02109
Ironwood Capital Management, LLC .......... 620,500(d) 8.9%
Warren J. Isabelle
Richard L. Droster
Donald Collins
21 Custom House Street
Boston, Massachusetts 02109
Paul S. Wilhide ........................... 413,479(e) 5.9%
2121 North Fielder Road
Arlington, Texas 76012
----------
(a) This figure is based on information set forth in a Schedule 13D Amendment
No. 13 filed with the SEC on October 18, 2000. GAMCO Investors, Inc.
("GAMCO") holds sole voting and dispositive power over 634,620 shares of
common stock. Gabelli Funds, LLC holds sole voting and dispositive power
over an aggregate of 402,200 shares of common stock. Gabelli Performance
Partnership L.P. ("GPP") holds sole voting and dispositive power over
10,000 shares of common stock, and Gemini Capital Management Ltd. holds
sole voting and dispositive power over 5,200 shares of common stock,
respectively. Gabelli Advisers, Inc. holds sole voting and dispositive
power over 20,100 shares of Common Stock. Mario J. Gabelli is the majority
stockholder and Chairman of the Board of Directors and Chief Executive
Officer of Gabelli Asset Management Inc., which is the sole parent of GAMCO
and Gabelli Funds, LLC. Mr. Gabelli is also a portfolio manager of GPP.
(b) This figure is based upon information set forth in a Schedule 13G Amendment
No. 7 filed with the SEC on February 13, 2002. The State of Wisconsin
Investment Board has sole voting and dispositive power over all of the
indicated shares.
13
(c) This figure is based on information set forth in a Schedule 13G Amendment
No. 4 filed with the SEC on June 9, 1999. FMR Corp. ("FMR") and Edward C.
Johnson 3d have sole dispositive power over all of the indicated shares but
do not hold voting power over the shares. Fidelity Management & Research
Company, a wholly-owned subsidiary of FMR, holds sole voting power over the
indicated shares under written guidelines established by its Board of
Trustees.
(d) This figure is based on information set forth in a Schedule 13G filed with
the SEC on February 14, 2002. Each of the listed parties holds shared
voting power over 416,300 shares and shared dispositive power over all of
the indicated shares.
(e) This figure is based on information set forth in a Schedule 13G filed with
the SEC on February 13, 2002. Mr. Wilhide holds sole voting and dispositive
power over all of the indicated shares. Mr. Wilhide also holds 18,920
shares of Transpro's Series B Convertible Redeemable Preferred Stock. Mr.
Wilhide's Series B preferred stock is convertible into common stock on a
ratio based on the prevailing market price of Transpro common stock;
provided that the aggregate Transpro common stock issued upon all Series B
preferred stock conversions shall not exceed 7% of the outstanding common
stock of Transpro after giving effect to the conversions. In December 2001,
Mr. Wilhide converted 11,080 shares of Series B preferred stock into
373,279 shares of TransPro common stock.
DIRECTORS AND OFFICERS
The following table sets forth information as of March 6, 2002, with
respect to shares of our common stock beneficially owned (for purposes of the
rules of the SEC) by each director and each executive officer named in the
Summary Compensation Table above and by all directors and current executive
officers as a group, except that the information with respect to shares held by
the trustee under Transpro's 401(k) Savings Plan is as of December 31, 2001 (the
most recent practicable date for such information). Beneficial ownership
includes shares that may be obtained within 60 days through the exercise of
stock options.
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------------ --------- --------
Barry R. Banducci ............................ 148,375(a) 2.1%
Charles E. Johnson ........................... 86,350(b) 1.2%
William J. Abraham, Jr. ...................... 51,500(c)(d) *
Philip Wm. Colburn ........................... 35,688(c) *
Paul R. Lederer .............................. 13,250(c)(e) *
Sharon M. Oster .............................. 16,311(c) *
F. Alan Smith ................................ 20,250(c) *
David Albert ................................. 2,509(f) *
Kenneth T. Flynn, Jr. ........................ 0 --
Jeffrey L. Jackson ........................... 27,527(g) *
Richard A. Wisot ............................. 800 *
Henry P. McHale .............................. 18,905(f) *
John F. Della Ventura ........................ 5,941(h) *
All directors and executive officers as agroup
(11 persons) ................................ 402,560(i) 5.7%
----------
* Less than 1%
(a) Includes 21,200 shares issuable upon exercise of options. Also includes
53,000 shares held by The Banducci Family LLC.
(b) Includes 40,000 shares issuable upon exercise of options.
14
(c) Includes 10,250 shares issuable upon exercise of options.
(d) Includes 10,000 shares held in Mr. Abraham's Keogh account.
(e) Includes 3,000 shares held by the Paul R. Lederer Revocable Trust.
(f) Consists of shares held by the trustee under the Transpro, Inc. 401(k)
Savings Plan.
(g) Includes 24,301 shares held by the trustee under the Transpro, Inc. 401(k)
Savings Plan.
(h) Includes 3,941 shares held by the trustee under the Transpro, Inc. 401(k)
Savings Plan.
(i) Consists of 263,300 shares owned by or on behalf of directors and executive
officers; 26,810 shares held on behalf of certain executive officers by the
trustee under the Transpro, Inc. 401(k) Savings Plan; and 112,450 shares
issuable upon exercise of options.
PROPOSAL NO. 2 -- RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Our Board of Directors has selected PricewaterhouseCoopers LLP as our
independent auditors for the year ending December 31, 2002, and has directed
that management submit the selection of independent auditors for ratification by
stockholders at the annual meeting. PricewaterhouseCoopers LLP and its
predecessor Coopers & Lybrand L.L.P. has audited our financial statements since
we were spun-off from Allen Telecom Inc. (formerly The Allen Group Inc.) in
1995. A representative of PricewaterhouseCoopers LLP is expected to be present
at the annual meeting and will have an opportunity to make a statement if he or
she desires and will be available to respond to appropriate questions.
Stockholder ratification of the selection of PricewaterhouseCoopers LLP as
our independent auditors is not required by our Bylaws or otherwise. However,
the Board is submitting the selection of PricewaterhouseCoopers LLP to the
stockholders for ratification as a matter of good corporate practice. If the
stockholders fail to ratify the selection, the Board will reconsider whether or
not to retain that firm. Even if the selection were ratified, the Board in its
discretion may direct the appointment of a different independent accounting firm
at any time during the year if the Board determines that such a change would be
in the best interests of Transpro and its stockholders.
VOTE REQUIRED
The affirmative vote of holders of a majority of the shares of common stock
issued, outstanding and entitled to vote, present or represented at the meeting,
a quorum being present, is required for the adoption of this proposal. Broker
non-votes with respect to this matter will be treated as neither a vote "for" or
a vote "against" the matter, although they will be counted in determining if a
quorum is present. However, abstentions will be considered in determining the
number of votes required to attain a majority of the shares present or
represented at the meeting and entitled to vote. Accordingly, an abstention from
voting by a stockholder present in person or by proxy at the meeting has the
same legal effect as a vote "against" the matter because it represents a share
present or represented at the meeting and entitled to vote, thereby increasing
the number of affirmative votes required to approve this proposal.
THE BOARD OF DIRECTORS DEEMS "PROPOSAL NO. 2 -- RATIFICATION OF SELECTION
OF INDEPENDENT AUDITORS" TO BE IN THE BEST INTERESTS OF TRANSPRO AND ITS
STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL OF THIS PROPOSAL.
15
AUDITOR MATTERS
REPORT OF THE AUDIT COMMITTEE
The Audit Committee reviews Transpro's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process. TransPro's independent
auditors are responsible for expressing an opinion on the conformity of our
audited financial statements to accounting principles generally accepted in the
United States of America.
In this context, the Audit Committee has reviewed and discussed with
management and the independent auditors the audited financial statements for the
fiscal year ended December 31, 2001. The Audit Committee has discussed with the
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees). In addition,
the Audit Committee has received from the independent auditors the written
disclosures required by Independence Standards Board No. 1 (Independence
Discussions with Audit Committees) and discussed with them their independence
from Transpro and its management. The Audit Committee has also considered
whether the independent auditors provision of information technology services
and other non-audit services to Transpro is compatible with the auditor's
independence.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited financial statements for the fiscal year ended December 31,
2001 be included for filing in Transpro's annual report on SEC Form 10-K for the
year ended December 31, 2001.
Audit Committee of the Board of
Directors
- F. ALAN SMITH, CHAIRMAN
- WILLIAM J. ABRAHAM
- PHILIP WM. COLBURN
AUDIT FEES
The aggregate fees billed to Transpro by PricewaterhouseCoopers LLP for
professional services rendered in connection with the audit of our annual
financial statements for the 2001 fiscal year and the reviews of the interim
financial statements included in our quarterly reports on Form 10-Q were
$511,092.
ALL OTHER FEES
The aggregate fees billed to Transpro in 2001 by PricewaterhouseCoopers
LLP, for services not included above, which consisted primarily of tax research
and return preparation, executive compensation studies and employee benefit plan
audits, were $144,492.
CERTAIN TRANSACTIONS
We have from time to time retained the law firm of Foley & Lardner to
perform legal services on our behalf. Payments made by us to Foley & Lardner in
2001 were approximately $22,000. William J. Abraham, one of our directors, is a
partner with Foley & Lardner.
STOCKHOLDER PROPOSALS
All stockholder proposals which are intended to be presented at the 2003
annual meeting of stockholders must be received by us no later than December 2,
2002 for inclusion in the Board of Directors' proxy statement and form of proxy
relating to that meeting.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
annual meeting. However, if any other business properly comes before the annual
meeting, it is the intention of the persons named in the enclosed proxy to vote
on such matters in accordance with their best judgment.
16
Our annual report, including financial statements, for the year 2001 is
enclosed with this proxy mailing but is not a part of the proxy soliciting
material.
The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend the
annual meeting, please sign the proxy and return it in the enclosed envelope.
By Order of the Board of Directors
RICHARD A. WISOT
Secretary
Dated: March 28, 2002
17
APPENDIX A
----------
TRANSPRO, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 2, 2002
Barry R. Banducci and Charles E. Johnson, and each of them, as the true
and lawful attorneys, agents and proxies of the undersigned, with full power of
substitution, are hereby authorized to represent and to vote all shares of
Common Stock of TransPro, Inc. held of record by the undersigned on March 6,
2002, at the Annual Meeting of Stockholders to be held at 11:00 a.m. on
Thursday, May 2, 2002, at The Yale Club of New York City, 50 Vanderbilt Avenue,
New York, New York and at any adjournments thereof. Any and all proxies
heretofore given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR PROPOSALS
NO. 1 AND 2.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
1
1. ELECTION OF DIRECTORS - NOMINEES:
Barry R. Banducci
William J. Abraham, Jr.
Philip Wm. Colburn
Charles E. Johnson
Paul R. Lederer
Sharon M. Oster, and
F. Alan Smith.
FOR ALL NOMINEES
WITHHELD FROM ALL NOMINEES
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE
2. APPROVAL OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
THE COMPANY'S INDEPENDENT AUDITORS:
FOR
AGAINST
ABSTAIN
DISCRETIONARY AUTHORITY IS HEREBY GRANTED WITH RESPECT TO SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
Mark here for address change and note at left.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND THE PROXY STATEMENT FURNISHED THEREWITH.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
IMPORTANT: PLEASE SIGN EXACTLY AS NAME APPEARS AT LEFT. EACH JOINT OWNER
SHOULD SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD
GIVE FULL TITLE AS SUCH. IF SIGNER IS A CORPORATION, PEASE
GIVE FULL CORPORATE NAME BY DULY AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED
PERSON.
Signature:_________________________ Date:_________________________
Signature:__________________________ Date:_________________________
2