DEF 14A 1 formdef14a.htm TRIDAN CORP DEF 14A 7-15-2014


SCHEDULE 14A
 
(Rule 14a-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
 
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Exchange Act of 1934 (Amendment No. )
 
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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)
 
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TRIDAN CORP.

P.O. Box 634, New City, N.Y. 10956
(212) 239-0515
 
ANNUAL REPORT
 
June 26, 2014
 
Dear Shareholder:

I am pleased to provide this annual report of Tridan Corp. for the fiscal year ended April 30, 2014, including the enclosed audited financial report for that period and for the corresponding period in 2013.  Also enclosed are the notice of meeting, proxy statement for this year’s annual shareholders meeting on July 15, 2014, form of proxy, and the company’s privacy policy.

A schedule of the company’s portfolio holdings at April 30, 2011, consisting entirely of municipal obligations, is included in the financial report.  The company invests exclusively in non-voting securities.  The company files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q.  The company’s Forms N-Q are available on the Commission’s website at http://www.sec.gov.  They may be reviewed and copied at the Commission’s Public Reference Room in Washington D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

The net asset value per share at April 30, 2014 was $12.56, compared with $12.88 at April 30, 2013.  Net investment income per share was $.26, for the year ended April 30, 2014, compared with $.28 for the year ended April 30, 2013.  Distributions to shareholders amounted to $.33 per share for fiscal 2014, compared to $.28 for fiscal 2013.

At the company’s last annual meeting on July 16, 2013, the reappointment of WeiserMazars LLP as the company’s auditors for the fiscal year ending April 30, 2014 was ratified by the shareholders as follows:

Shares Voted For
2,387,996.0722
Shares Voted Against
None
Shares Abstaining
None


TRIDAN CORP.
June 26, 2014
Page – 2 –

Also at the last annual meeting, the incumbent directors, all of whom are named below, were all reelected to serve as directors until the next annual meeting of shareholders, or until their successors are elected and have qualified.

 
 
Shares Voted For
   
Shares Withheld
 
 
 
   
 
Mark Goodman
   
2,387,996.0722
   
   None
 
Peter Goodman
   
     
 
Paul Kramer
   
     
 
Jay S. Negin
   
     
 
Warren F. Pelton
   
     
 
Russell J. Stoever
   
     
 

The following Tables A and B set forth information concerning the directors, and Table C sets forth information concerning non-director officers of the company.  The Table A directors (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 directors (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

 
 
Name, Address
and Age
 
 
Positions in
Tridan Corp.
 
 
Director
Since
Principal O
ccupations
During Past
5 Years
 
Number of
Portfolios
Overseen
Other
Directorships
During Past
5 Years
 
 
 
 
 
 
Interested Persons:
 
 
 
 
 
 
 
 
 
 
 
Mark Goodman
(Son of Peter Goodman)
7 Porters Cove Road
Hingham, MA 02043
Age 60
Director
1999
Pianist and Teacher
1
None
 
Peter Goodman
65 Wendover Road
Rye, NY  10580
Age 88
Director and President
1980
President, Tridan Corp.
1
None
 
Warren Fred Pelton
6079 Fairway Court
Naples, FL  34110
Age 76
Director, Vice- President and Treasurer
1988
Consultant
1
None


TRIDAN CORP.
June 26, 2014
Page – 3 –
 
Table B

 
 
Name, Address
and Age
 
 
Positions in
Tridan Corp.
 
 
Director
Since
Principal
Occupations
During Past
5 Years
 
Number of
Portfolios
Overseen
Other Director-
ships
During Past
5 Years
 
 
 
 
 
Disinterested Persons:
 
 
 
 
 
 
Paul Kramer
330 East 33rd Street, #20C
New York, NY 10016
Age 82
Director and
Audit Committee Chairman
2004
Financial Advisory Services; Partner, Kramer Love & Cutler, LLP (certified public accountants)
1
None
 
 
 
 
 
Jay Stanley Negin
6 Demarest Court
Englewood Cliffs, NJ 07632
Age 83
Director and
Audit Committee Member
1985
Investor
1
None
 
 
 
 
 
Russell Jude Stoever
15 Rockleigh Road
Rockleigh, NJ 07647
Age 69
Director and
Audit Committee Member
1995
Vice-President, Stoever Glass & Co., Inc.
(a registered broker-dealer)
 
1
None

Table C

 
 
Name, Address
and Age
 
 
Positions in
Tridan Corp.
Principal
Occupations
During Past
5 Years
 
Number of
Portfolios
Overseen
 
Other
Director-
ships Held
 
 
 
 
Non-director Officers:
 
 
 
 
 
 
 
 
I. Robert Harris
51 East 42nd Street
Suite 1700
New York, NY  10017
Age 82
Secretary and
Chief Compliance
Officer
Attorney
None
None


TRIDAN CORP.
June 26, 2014
Page – 4 –

The board of directors governs the Company and is responsible for protecting the interests of shareholders.  The directors meet periodically throughout the year to oversee the Company’s activities and review its performance.  Each of the directors is committed to regular and active participation in board and committee meetings.  The board believes that, collectively, the directors have balanced and diverse experience, qualifications, attributes, and skills which allow the board to operate effectively in governing the Company and protecting the interests of shareholders.  Information about the specific experience, skills, attributes and qualifications of each director is provided below.

Peter Goodman – Mr. Goodman is the principal shareholder, a director and chief executive officer of Tridan Corp., and also held those positions in its wholly-owned subsidiary Danskin, Inc. prior to sale of the business in 1980 and Tridan’s conversion to an investment company.  He is skilled in business, thoroughly familiar with the company’s history and its activities, and has had extensive experience in securities investments, including municipal bonds.

Jay S. Negin – Mr. Negin has been a director of the Company since 1985.  He is an attorney and certified public accountant, although not practicing those professions.  He has had extensive activity and experience in the municipal bond field, and participates actively in the board’s analysis and consideration of Tridan’s portfolio positions and transactions.

Warren F. Pelton – Mr. Pelton has been a director since 1988.  He was a shareholder of Tridan Corp. and chief financial officer of Tridan and its subsidiary Danskin, Inc. prior to Tridan’s conversion to an investment company in 1980.  He has had extensive experience over many years as a private management consultant and is skilled in financial planning.

Russell J. Stoever – Mr. Stoever has been a director since 1995.  He is vice president and sales manager of Stoever, Glass & Co., Inc., a registered broker-dealer.  He has been employed there since 1971 and became a principal of that corporation in 1982, with involvement in all aspects of municipal finance.  He is not an “interested person” of Tridan Corp., as defined in the Investment Company Act, in that he does not execute any portfolio transactions for, or engage in any principal transactions with, Tridan or its investment adviser or any accounts over which the adviser has brokerage placement discretion, or any other investment company having the same investment adviser.  Mr. Stoever brings to the board a keen analysis of economic and market conditions and trends, and his views concerning portfolio management.

Mark Goodman – Mr. Goodman has been a director since 1999.  He is the son of Peter Goodman, and has been a shareholder of Tridan since before its 1980 conversion to an investment company.  He is knowledgeable in the history and activities of the Company, and has also had broad investment experience in fixed income securities, including municipal bonds.

Paul Kramer – Mr. Kramer has been a director since 2004.  He has extensive experience as a certified public accountant and is expert in the fields of corporate governance, executive management, corporate restructuring, audit committee functions and related activities.  He has served on the board of directors of a number of publicly-held corporations over the years.  Mr. Kramer brings his skill and leadership abilities to his positions as a director and as chairman of Tridan’s audit committee.

TRIDAN CORP.
June 26, 2014
Page – 5 –
 
No director or officer received any compensation from the Company during the last fiscal year, except for the fees of $12,000 paid during each year to each director, plus an additional $5,000 to Paul Kramer as chairman of the audit committee.  The Company does not have any bonus, profit sharing, or other compensation plan, contract or arrangement with anyone, nor any pension or retirement plan; nor has the Company ever granted to anyone any option, warrants or other rights to purchase securities.

All executive officers of the Company as a group (two persons) received compensation (comprised solely of said directors' fees) aggregating $24,000 during fiscal 2014 (which excludes professional fees paid to the law firm of which I. Robert Harris, secretary of the Company, is a member).

Additional information about directors may be requested by any shareholder without charge, by telephoning the company’s secretary, I. Robert Harris, collect at 212-682-8383, extension 739.
 
 
Sincerely
 
 
 
TRIDAN CORP.
 
 
 
/S/ Peter Goodman
 
 
 
Peter Goodman, President


TRIDAN CORP.

P.O. Box 634
New City, NY  10956

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
TO BE HELD JULY 15, 2014
 
To the Shareholders of Tridan Corp.:

The Annual Meeting of Shareholders of Tridan Corp. (the "Company") will be held on Tuesday, July 15, 2014, at 10:00 A.M. at the offices of Kantor, Davidoff, Mandelker, Twomey, Gallanty & Olenick, 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 WeiserMazars LLP as auditors of the Company for the fiscal year ending April 30, 2015;

(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 enclosed with this notice.  Each shareholder is invited to attend the Annual Meeting of Shareholders in person.  Shareholders of record at the close of business on June 20, 2014 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 26, 2014
 
 

Important Notice Regarding the Availability of Proxy Materials
 for the Shareholder Meeting to be Held July 15, 2014

This Notice of Annual Meeting, together with the attached Proxy Statement, Form of Proxy, Annual Report to Shareholders, and Privacy Policy are also available at www.tridancorp.com.

As in the past, the Company also intends to mail those materials to shareholders with respect to all future shareholder meetings, in addition to posting them to its website as required by Security and Exchange Commission Rules.

TRIDAN CORP.

P.O. Box 634
New City, NY  10956

PROXY STATEMENT
 
This statement is furnished in connection with the solicitation by the board of directors of Tridan Corp., a New York corporation (the "Company") of proxies to be voted at the Annual Meeting of Shareholders to be held July 15, 2014 and any and all adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

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 WeiserMazars LLP, as auditors, and in the discretion of the proxy holders on such other matters as may properly come before the meeting.

As of June 20, 2014, there were issued and outstanding 3,093,646.6357 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 June 20, 2014 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, 2014 and 2013 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 June 20, 2014, Peter Goodman owned beneficially 940,910.7292 shares (30.41%) 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
 
 
 
Name, Address
and Age
 
 
Positions in
Tridan Corp.
 
 
Director
Since
Principal
Occupations
During Past
5 years
 
Number of
Portfolios
Overseen
Other
Directorships
During Past
5 Years
 
Interested Persons:
 
 
 
 
 
 
 
 
 
 
 
Mark Goodman
(Son of Peter Goodman)
7 Porters Cove Road
Hingham, MA  02043
Age 60
Director
1999
Pianist and Teacher
1
None
 
Peter Goodman
65 Wendover Road
Rye, NY  10580
Age 88
Director and
President
1980
President, Tridan Corp.
1
None
 
 
 
 
 
 
Warren Fred Pelton
6079 Fairway Court
Naples, FL  34110
Age 76
Director, Vice-
President and
Treasurer
1988
Consultant
1
None

- 2 -

Table B

 
 
Name, Address
and Age
 
 
Positions in
Tridan Corp.
 
 
Director
Since
Principal
Occupations
During Past
5 years
 
Number of
Portfolios
Overseen
Other
Directorships
During Past
5 Years
 
 
 
 
 
Disinterested Persons:
 
 
 
 
 
 
 
 
 
 
 
Paul Kramer
330 East 33rd Street, #20C
New York, NY 10016
Age 82
Director and
Audit Committee
Chairman
2004
Financial Advisory Services; Partner, Kramer Love & Cutler, LLP (certified public accountants)
1
None
 
 
 
 
 
Jay Stanley Negin
6 Demarest Court
Englewood Cliffs, NJ 07632
Age 83
Director and
Audit Committee
Member
1985
Investor
1
None
 
 
 
 
 
 
Russell Jude Stoever
15 Rockleigh Road
Rockleigh, NJ 07647
Age 69
Director and
Audit Committee
Member
1995
Vice-President
and Sales Manager,
Stoever Glass & Co., Inc. (a registered broker-dealer)
1
None

- 3 -

Table C

 
 
Name, Address
and Age
 
 
Positions in
Tridan Corp.
Principal
Occupations
During Past
5-years
 
Number of
Portfolios
Overseen
 
Other
Director-
ships Held
 
 
 
 
 
Non-director Officers:
 
 
 
 
 
 
 
 
 
I. Robert Harris
51 East 42nd Street
Suite 1700
New York, NY  10017
Age 82
Secretary
Attorney
None
None
 
The following table sets forth the dollar range of equity securities beneficially owned by each nominee for election as director:

 
Name of Nominee
Dollar Range of Equity Securities
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
 
QUALIFICATIONS OF DIRECTORS

The board of directors governs the Company and is responsible for protecting the interests of shareholders.  The directors meet periodically throughout the year to oversee the Company’s activities and review its performance.  Each of the directors is committed to regular and active participation in board and committee meetings.  The board believes that, collectively, the directors have balanced and diverse experience, qualifications, attributes, and skills which allow the board to operate effectively in governing the Company and protecting the interests of shareholders.  Information about the specific experience, skills, attributes and qualifications of each director is provided below, each of whom the board proposes for re-election.
- 4 -

Peter Goodman – Mr. Goodman is the principal shareholder, a director and chief executive officer of Tridan Corp., and also held those positions in its wholly-owned subsidiary Danskin, Inc. prior to sale of the business in 1980 and Tridan’s conversion to an investment company.  He is skilled in business, thoroughly familiar with the company’s history and its activities, and has had extensive experience in securities investments, including municipal bonds.

Jay S. Negin – Mr. Negin has been a director of the Company since 1985.  He is an attorney and certified public accountant, although not practicing those professions.  He has had extensive activity and experience in the municipal bond field, and participates actively in the board’s analysis and consideration of Tridan’s portfolio positions and transactions.

Warren F. Pelton – Mr. Pelton has been a director since 1988.  He was a shareholder of Tridan Corp. and chief financial officer of Tridan and its subsidiary Danskin, Inc. prior to Tridan’s conversion to an investment company in 1980.  He has had extensive experience over many years as a private management consultant and is skilled in financial planning.

Russell J. Stoever – Mr. Stoever has been a director since 1995.  He is vice president and sales manager of Stoever, Glass & Co., Inc., a registered broker-dealer.  He has been employed there since 1971 and became a principal of that corporation in 1982, with involvement in all aspects of municipal finance.  He is not an “interested person” of Tridan Corp., as defined in the Investment Company Act, in that he does not execute any portfolio transactions for, or engage in any principal transactions with, Tridan or its investment adviser or any accounts over which the adviser has brokerage placement discretion, or any other investment company having the same investment adviser.  Mr. Stoever brings to the board a keen analysis of economic and market conditions and trends, and his views concerning portfolio management.

Mark Goodman – Mr. Goodman has been a director since 1999.  He is the son of Peter Goodman, and has been a shareholder of Tridan since before its 1980 conversion to an investment company.  He is knowledgeable in the history and activities of the Company, and has also had broad investment experience in fixed income securities, including municipal bonds.

Paul Kramer – Mr. Kramer has been a director since 2004.  He has extensive experience as a certified public accountant and is expert in the fields of corporate governance, executive management, corporate restructuring, audit committee functions and related activities.  He has served on the board of directors of a number of publicly-held corporations over the years.  Mr. Kramer brings his skill and leadership abilities to his positions as a director and as chairman of Tridan’s audit committee.
 
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer received any compensation from the Company during the last fiscal year, except for the fees of $12,000 paid during each year to each director, plus an additional $5,000 to Paul Kramer as chairman of the audit committee.  The Company does not have any bonus, profit sharing, or other compensation plan, contract or arrangement with anyone, nor any pension or retirement plan; nor has the Company ever granted to anyone any options, warrants or other rights to purchase securities.
- 5 -

All executive officers of the Company as a group (two persons) received compensation (comprised solely of said directors' fees) aggregating $24,000 during fiscal 2014 (which excludes professional fees paid to the law firm of which I. Robert Harris, secretary of the Company, is a member).
 
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, 2014.

Audit Committee Report

The audit committee has reviewed and discussed the Company’s April 30, 2014 audited financial statements with management and with WeiserMazars 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 PCAOB AU Section 380, “Communications with Audit Committees”, has received from them the written disclosures and letter required by PCAOB Rule 3526 “Communications with Audit Committees Concerning Independence”, 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, 2014 be issued to shareholders and filed with the SEC.

Audit Committee Members:
 
Paul Kramer, Chairman
Jay S. Negin
Russell J. Stoever
- 6 -

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 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.  The board does not consider diversity in identifying nominees.  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.

CONDUCT OF AND ATTENDANCE AT MEETINGS

Peter Goodman is the president and chief executive officer of Tridan Corp.  There is no chairman of the board.  Board meetings are conducted by I. Robert Harris who is the company’s corporate secretary, general counsel, and chief compliance officer, but is not a director.  This arrangement has existed successfully since the company’s conversion in 1980 from a manufacturing enterprise to a registered investment company.  The structure was chosen based upon the differing business and professional background and expertise of Messrs. Goodman and Harris – Mr. Goodman with many years of experience managing a business company, and Mr. Harris as a practicing attorney with knowledge and experience in corporate law and procedural requirements.

During the fiscal year ended April 30, 2014, there were five 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.

- 7 -

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 June 20, 2014:

 
 
Number of Shares
Percent
Title of
Name and Address of
Beneficially Owned
of Class on
Class
Beneficial Owner
on June 20, 2014
June 20, 2014
 
Capital Stock
(par value $.02)
Peter Goodman
65 Wendover Road
Rye, NY  10580
940,910,7292 1/ 2/
30.41%
 
 
 
 
 
Barbara S. Goodman
(wife of Peter Goodman)
65 Wendover Road
Rye, NY  10580
375,500.00 1/
12.14%
 
 
 
 
 
Thomas Goodman
111-20 73rd Avenue
Apt. 6F
Forest Hills, NY  11375
701,000.00 3/
22.66%
 
 
 
 
Robert W. Erdos
549 Fairview Terrace
York, PA  17403
282,640.1115 2/ 4/
9.14%
 
 
 
Mark Goodman
7 Porters Cove Road
Hingham, MA  02043
189,333.3333
6.12%
 
 
 
 
Warren F. Pelton
6079 Fairway Court
Naples, FL 34110
29,930.8865
0.97%
 
 
All officers,
directors and
nominees as a
group (7 persons)
1,160,174.9490 2/ 3/
37.50%

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:  5,263.4859 shares owned directly and beneficially by Peter Goodman, and 4,280.3395 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 with voting power, 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.
- 8 -

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.

Joseph T. Scialo is the Company’s administrator.  Mr. Scialo is a certified public accountant in the firm of Scialo Reimann & Varley, CPA, P.C., 4 Executive Boulevard, Suite 304, Suffern, NY 10901.

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  WeiserMazars LLP (formerly Weiser LLP) as independent public accountants for the Company for the fiscal year ending April 30, 2014.  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 WeiserMazars 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 – WeiserMazars LLP billed the Company a total of $47,000 for the 2014 fiscal year, and $47,000 for the 2013 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.
- 9 -

INVESTMENT ADVISER

The Company’s investment adviser is J.P. Morgan Investment Management Inc., (“Morgan”), 270 Park Avenue, New York, NY 10017.  An affiliated company, J.P. Morgan Chase Bank, N.A. provides custodial services. 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, 2014.  On June 12, 2014, the board of directors (including the Company’s independent directors) unanimously approved a continuation of the Agreement until June 30, 2015 (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 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.

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.  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.
 
INVESTMENT ADVISORY AGREEMENT RENEWAL

Throughout the year, the directors receive and analyze a substantial quantity of comprehensive information and written materials, including ongoing analysis of the company’s existing portfolio and Morgan's recommendations in light of its forecasts for the economy, employment trends, business conditions, federal rate moves, interest trends including comparisons between tax-exempt and taxable bonds, appropriate maturities, quality, yields, diversification, etc.  The directors subject Morgan's portfolio management to scrutiny at each board meeting, including examination of transactions completed since the prior meeting and an overview of the entire portfolio.  Written materials received by the directors before and during each meeting include reports, statistics, charts, graphs, performance records, comparisons with other funds and the like.  Morgan is constantly questioned regarding its views, its recommendations and its performance.
- 10 -

In addition to the foregoing, Morgan submits each year its audited financial statements and detailed information regarding Morgan's business, personnel and operations, advisory services, compensation matters, portfolio strategy, investment performance, sources of information, fee comparisons, compliance programs, and other matters of significance to the relationship between Tridan and its investment adviser, all of which material is furnished to each director.  The directors review and discuss this material, as well as their own views on Morgan’s performance and relationship with Tridan, with particular attention to the following areas:

Investment Performance

At each meeting, the directors receive, review and discuss with Morgan’s representatives various data showing Tridan’s portfolio characteristics, including market value, average duration, credit quality, coupon, estimated annual income and yield statistics, and breakdown information regarding duration, credit, and investment sectors.  Morgan’s quarterly presentation also includes the portfolio performance over three months, year to date, one year, three years, five years and ten years, compared with the Lipper NY Intermediate Muni Debt Funds, JPMorgan NY Tax Free Bond Fund, Sanford Bernstein NY Muni Fund, and Barclays1-17 Year NY Muni Bond Index.  Based on their review, the directors have concluded that Tridan’s relative investment performance has been satisfactory.

Nature, Extent and Quality of Service

The board’s analysis of the nature, extent and quality of Morgan’s services to Tridan is based on knowledge gained over time from discussions with management and at the board’s regular meetings.  In addition, the directors review the qualifications, education and experience of Morgan’s personnel involved in rendering those services.  As Tridan’s investment adviser, Morgan manages the investment of the company’s assets, including purchases and sales of securities.  Morgan also provides clerical and bookkeeping services, and prepares and issues periodic reports and statements.  The board considers its adviser’s performance of these administrative and support services, including monitoring adherence to the company’s investment policies, guidelines and restrictions, Morgan’s responsiveness to requests by Tridan’s counsel for periodic information, reports and certifications required for compliance with securities laws and regulations, and maintaining and monitoring their respective compliance programs in light of today’s extensive regulatory requirements.  The board has concluded that the nature, extent and quality of the services provided by Morgan to the company have been and continue to be appropriate and beneficial.

Fees

Under its investment Advisory Agreement with Morgan, Tridan pays an annual fee, computed and payable quarterly, equal to 0.28% of its net assets under management (28 basis points). Tridan also pays 0.02% (2 basis points) to Morgan’s affiliate, J.P. Morgan Chase Bank, N.A. for custodial services.  The Advisory Agreement requires Morgan to bear all expenses incurred by it in connection with its activities under the agreement, without any reimbursement from the company.  For the year ended April 30, 2014, Morgan’s advisory fees were $110,103, and the custodial fees were $7,615.  In light of the nature, extent and quality of the services received by Tridan from Morgan, and comparing Morgan’s management fees charged by it to other fixed-income investment companies which are many times larger than Tridan, as well as the affiliate’s custodial fees compared with those available elsewhere, the board considers the fees to Tridan to be reasonable.
- 11 -

It was the conclusion of the directors that it would be in the best interests of Tridan Corp. and its shareholders for the board to renew the investment advisory agreement with J.P. Morgan Investment Management Inc. for another year.

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., 270 Park Avenue, New York, NY 10017.
 
 
Name
Position at Morgan*
 
 
 
 
George C.W. Gatch
Director/Chairman/Managing Director
 
 
 
 
Lawrence Unrein
Director/CIO-Global Head of Private Equity/Managing
 
 
Director
 
 
 
 
Martin Porter
CIO-Global Head of Equities & Balanced
 
 
Group/Managing Director
 
 
 
 
Scott Richter
Secretary/Chief Legal Officer/Managing Director
 
 
 
 
Joseph Azelby
Director/CIO-Global Head of Real Estate/Managing
 
 
Director
 
 
 
 
Paul Quinsee
Director/Managing Director
 
 
 
 
Joseph Bertini
Chief Compliance Officer/Managing Director
 
 
 
 
Robert Young
Director/COO/Managing Director
 
 
 
 
Craig Sullivan
Director/Treasurer/CFO/Managing Director
 
 
 
 
Catherine Keating
Director/President/CEO/Managing Director
 
 
 
 
Peter Schwicht
Director/Managing Director
 
 
 
 
Patricia Maleski
Director/Managing Director
 
 
 
 
David Brigstocke
Director/Managing Director
 
 
 
 
Christopher Wilcox
Director/Global Head of Fixed Income/Managing
 
 
Director


* Managing Director is an officer’s title.  Those who hold it are not necessarily directors of Morgan.
- 12 -

SUPPLEMENTAL INFORMATION

The executive officers of the Company, all of whom serve at the pleasure of the board of directors, are as follows: Peter Goodman (President), Warren F. Pelton (Vice President and Treasurer) and I. Robert Harris (Secretary).  Messrs. Goodman and Harris have served in their respective positions since the Company registered with the Securities and Exchange Commission as an investment company in April, 1980.  Mr. Pelton became Vice President and Treasurer in 1995.  Mr. Harris has been of counsel to the law firm of Kantor, Davidoff, Mandelker, Twomey, Gallanty & Olenick, P.C., general counsel to the Company, for more than the past 5 years.
 
SHAREHOLDER PROPOSALS
FOR 2015 ANNUAL MEETING

Next year’s annual meeting of shareholders of the Company will be scheduled for July 21, 2015.  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 12, 2015.

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 26, 2014
 
By Order of the Board of Directors
 
 
 
 
 
I. Robert Harris, Secretary
 
- 13 -

Appendix

TRIDAN CORP.
AUDIT COMMITTEE CHARTER

Organization

This charter governs the operations of the audit committee.  The committee shall review and reassess the charter at least annually and obtain the approval of the board of directors.  The committee shall be appointed by the board of directors and shall comprise at least three directors, each of whom is “independent” of management and the Company.  Members of the committee will be considered independent if they do not receive, other than for service on the board of directors, any consulting, advisory, or other compensatory fees from the Company, 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.

· 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 the standards of the Public Company Accounting Oversight Board (United States) 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.

· 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.
 
· 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.

· 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 standards established by the Public Company Accounting Oversight Board (PCAOB) and applicable SEC rules and regulations.
 
App 2


TRIDAN CORP.
ANNUAL MEETING OF SHAREHOLDERS – JULY 15, 2014
 
THIS PROXY IS SUBMITTED ON BEHALF
OF THE BOARD OF DIRECTORS
 
The undersigned hereby appoints PETER GOODMAN, I. ROBERT HARRIS and WARREN F. PELTON, and each of them, with power of substitution, as proxies of the undersigned, to vote all of the shares of stock which the undersigned is entitled to vote at the above stated Annual Meeting of Shareholders on July 15 , 2014, 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
 
 
o
 
o

(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 o  AGAINST o  ABSTAIN o  the ratification of the selection of WeiserMazars LLP as auditors of the Company for the fiscal year ending April 30, 2015;

(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:                , 2014
 
IMPORTANT:            Joint owners must EACH sign.  When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please give your full title.


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.

 
Report of Independent Registered Public Accounting Firm

To the Shareholders and
Board of Directors of
Tridan Corp.

In planning and performing our audit of the financial statements of Tridan Corp. (the “Company”) as of and for the year ended April 30, 2014, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Company's internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
 
The management of the Company is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”). A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company's assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
 
Our consideration of the Company's internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Company's internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of April 30, 2014.
 
This report is intended solely for the information and use of management and the Board of Directors of Tridan Corp. and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
 
New York, NY
June 20, 2014
 

 
Tridan Corp.
Financial Statements
April 30, 2014 and 2013
 

Tridan Corp.
Contents
April 30, 2014 and 2013
 


 
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, 2014 and 2013, and the related statements of operations for the years then ended, the statement of changes in net assets for each of the three years in the three-year period ended April 30, 2014, and the financial highlights (see Note 7) for each of the five years in the five-year period ended April 30, 2014. 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 audits.

We conducted our audits 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, 2014 and 2013, 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Tridan Corp. as of April 30, 2014 and 2013, the results of its operations for the years then ended, the changes in its net assets for each of the three years in the three-year period ended April 30, 2014, and its financial highlights for each of the five years in the five-year period ended April 30, 2014, in conformity with accounting principles generally accepted in the United States of America.

/s/ WeiserMazars LLP
New York, NY

June 20, 2014
 
1

Tridan Corp.
Statements of Assets and Liabilities
April 30, 2014 and 2013
 
 
 
2014
   
2013
 
Assets
 
   
 
 
 
   
 
Investments in municipal obligations, at fair value  (original cost - $37,282,667 and $37,173,253, respectively) (amortized cost - $35,667,040 and 35,559,245, respectively)
 
$
37,906,953
   
$
38,789,635
 
Cash and cash equivalents
   
541,730
     
697,561
 
Prepaid expenses and other current assets
   
3,719
     
6,723
 
Accrued interest receivable
   
497,593
     
503,943
 
 
               
Total assets
   
38,949,995
     
39,997,862
 
 
               
Liabilities
               
Accrued liabilities:
               
Accrued investment advisory and custodian fees
   
66,469
     
66,260
 
Accrued fees - affiliate
   
19,242
     
18,845
 
Accrued other
   
11,750
     
28,464
 
Common stock redemption payable
   
9,212
     
-
 
 
               
Total liabilities
   
106,673
     
113,569
 
 
               
Net assets
 
$
38,843,322
   
$
39,884,293
 
 
               
Analysis of net assets
               
Common stock, at $.02 par value, 6,000,000 shares authorized
 
$
63,982
   
$
63,982
 
Paid-in capital
   
37,816,314
     
37,816,314
 
Treasury stock
   
(1,250,964
)
   
(1,218,171
)
Distributable earnings:
               
Over distributed net investment income
   
(25,921
)
   
(21,790
)
Undistributed capital gains (losses)
   
-
     
13,568
 
Unrealized appreciation of investments, net
   
2,239,911
     
3,230,390
 
 
               
Net assets [equivalent to $12.56 and $12.88 per share, respectively, based on 3,093,646.6357 shares and 3,096,253.8234 shares of common stock outstanding, respectively]
 
$
38,843,322
   
$
39,884,293
 

2

Tridan Corp.
Schedules of Investments in Municipal Obligations
April 30, 2014 and 2013
        2014             2013      
 
 
Principal
   
Amortized
   
Fair
   
Principal
   
Amortized
   
Fair
 
 
 
Amount
   
Cost
   
Value
   
Amount
   
Cost
   
Value
 
 
 
   
   
   
   
   
 
Insured
 
   
   
   
   
   
 
 
 
   
   
   
   
   
 
Ardsley New York Union Free School District Unlimited Tax 4.0% due June 15, 2016
 
$
460,000
   
$
464,486
   
$
494,242
   
$
460,000
   
$
466,676
   
$
503,231
 
 
                                               
Bethlehem NY Central School District Ref Unlimited Tax 5.0% due November 1, 2015
   
500,000
     
508,401
     
535,075
     
500,000
     
513,245
     
555,535
 
 
                                               
Village of Briarcliff Manor New York Pub Impt Unlimited Tax 5.0% due September 1, 2017
   
215,000
     
223,266
     
244,967
     
215,000
     
226,024
     
254,111
 
 
                                               
Village of Briarcliff Manor New York Pub Impt Unlimited Tax 5.0% due September 1, 2015
   
310,000
     
314,980
     
329,539
     
310,000
     
319,986
     
342,355
 
 
                                               
Brookhaven NY Unlimited Tax
   
450,000
     
505,517
     
539,015
     
450,000
     
515,524
     
559,040
 
 
                                               
Cattaraugus County NY Public Impt Ref Unlimited Tax (Par Call June 1, 2013 @100)5.0% due June 1, 2015
   
275,000
     
274,357
     
276,077
     
275,000
     
276,924
     
276,111
 
 
                                               
Clarkstown NY Central School District F Strict BDS 2004 Unlimited Tax (Par Call April 15, 2014 @100)5.25% due April 15, 2015
   
35,000
     
35,185
     
35,152
     
35,000
     
35,542
     
36,709
 
 
                                               
City of New York NY Public Impts Unlimited Tax (Par Call August 1, 2014 @100)5.0% due August 1, 2017
   
-
     
-
     
-
     
260,000
     
264,254
     
275,223
 
 
                                               
City of New York Transitional Fin Bldg Aid Rev Fiscal 20075.0% due July 15, 2016
   
750,000
     
766,799
     
823,920
     
750,000
     
774,396
     
856,928
 
 
                                               
N.Y.S. Dormitory Authority Revs Non St Supported Debt Sch Dist Fing Prog (Par Call October 1, 2017 @100)5.0% due October 1, 2018
   
430,000
     
442,783
     
481,501
     
430,000
     
446,516
     
490,161
 
 
                                               
N.Y.S. Dormitory Authority Revs Non St Supported Debt Sch Dist Fing Prog (Par Call October 1, 2017 @100)5.0% due October 1, 2019
   
585,000
     
600,675
     
647,203
     
585,000
     
605,252
     
666,110
 
 
3

Tridan Corp.
Schedules of Investments in Municipal Obligations
April 30, 2014 and 2013
 
            2014                2013       
   
Principal
   
Amortized
   
Fair
   
Principal
   
Amortized
   
Fair
 
   
Amount
   
Cost
   
Value
   
Amount
   
Cost
   
Value
 
                         
Insured (continued)
                       
N.Y.S. Dormitory Authority Revs Non St Supported Debt Insd Sien College (Par Call July 1, 2016 @100)5.0% due July 1, 2020
 
$
1,000,000
   
$
1,023,875
   
$
1,091,360
   
$
1,000,000
   
$
1,027,735
   
$
1,129,380
 
 
                                               
N.Y.S. Dormitory Authority Revs Non St Supported Debt St Johns Univ - Insd 5.25% due July 1, 2021
   
1,000,000
     
1,060,025
     
1,180,200
     
1,000,000
     
1,068,358
     
1,235,770
 
 
                                               
N.Y.S. Dormitory Authority Revs City University Sys Ref Cons 5th Gen 5.5% due July 1, 2019
   
1,000,000
     
1,047,406
     
1,197,680
     
1,000,000
     
1,056,749
     
1,245,880
 
 
                                               
N.Y.S. Dormitory Authority Revs Supported Debt Mental Health Svcs Facs Impt (Par Call February 15, 2015 @100)5.0% due February 15, 2021
   
1,035,000
     
1,040,884
     
1,074,568
     
1,035,000
     
1,045,988
     
1,114,674
 
 
                                               
N.Y.S. Dormitory Authority Revs 5.5% due May 15, 2018
   
1,155,000
     
1,210,855
     
1,351,027
     
1,155,000
     
1,224,696
     
1,406,178
 
 
                                               
N.Y.S. Local Govt Assistance Corp Ref:5.5% due April 1, 2017
   
240,000
     
247,916
     
264,331
     
240,000
     
250,427
     
273,185
 
 
                                               
N.Y.S. Local Govt Assistance Corp Ref:5.5% due April 1, 2017
   
700,000
     
747,731
     
770,966
     
700,000
     
764,043
     
796,789
 
 
                                               
Niagara Falls Bridge Commission NY Toll Rev Highway Impts 5.25% due October 1, 2015
   
435,000
     
439,057
     
443,348
     
780,000
     
792,249
     
806,933
 
 
                                               
Pleasantville New York Public Impt Unlimited Tax 5.0% due January 1, 2016
   
440,000
     
447,658
     
473,950
     
440,000
     
451,970
     
492,936
 
 
                                               
Commonwealth of Puerto Rico Highway Transportation Auth Rev Ref 6.25% due July 1, 2016
   
175,000
     
184,081
     
182,537
     
275,000
     
291,848
     
307,117
 
 
                                               
Commonwealth of Puerto Rico Highway Transportation Auth Rev Ref Pre-Refunded 6.25% due July 1, 2016
   
10,000
     
10,442
     
11,276
     
10,000
     
10,613
     
11,816
 
 
                                               
Puerto Rico Commonwealth Highway and Transportation Auth Transn Rev 5.5% due July 1, 2015
   
-
     
-
     
-
     
500,000
     
515,754
     
534,210
 
 
4

Tridan Corp.
Schedules of Investments in Municipal Obligations
April 30, 2014 and 2013
 
   
2014
   
2013
 
   
Principal
   
Amortized
   
Fair
   
Principal
   
Amortized
   
Fair
 
   
Amount
   
Cost
   
Value
   
Amount
   
Cost
   
Value
 
                         
Insured (continued)
                       
Sales Tax Asset Receivable Corp New York (Par Call October 15, 2014 @100)
                       
5.0% due October 15, 2021
 
$
200,000
   
$
172,658
   
$
204,380
   
$
200,000
   
$
201,789
   
$
212,960
 
 
                                               
Queensbury NY Union Free School District Ref Unlimited Tax 4.0% due December 15, 2018
   
225,000
     
244,286
     
252,743
     
225,000
     
248,451
     
260,692
 
 
                                               
Sachem Central School District NY Holbrook Ref Unlimited Tax 5.25% due October 15, 2019
   
500,000
     
525,642
     
601,030
     
500,000
     
530,314
     
626,020
 
 
                                               
Sales Tax Receivable Corp NY Public Impt. (Par Call October 15, 2014 @100)5.0% due October 15, 2017
   
275,000
     
279,757
     
281,023
     
275,000
     
284,786
     
293,321
 
 
                                               
Triborough Bridge & Tunnel Authority NY General Purpose Revs 5.5% due November 15, 2019
   
-
     
-
     
-
     
1,000,000
     
1,072,861
     
1,258,650
 
 
                                               
Hilton NY Central School District Unlimited Tax 4.0% due June 15, 2019
   
500,000
     
564,900
     
561,405
     
500,000
     
577,554
     
577,495
 
 
                                               
Bethlehem NY Central School District Unlimited Tax 4.0% due January 15, 2021
   
500,000
     
553,511
     
558,850
     
500,000
     
561,477
     
576,690
 
 
                                               
Rockville Center NY Limited Tax 4.0% due June 15,2022
   
200,000
     
228,927
     
222,131
     
200,000
     
232,472
     
232,586
 
 
                                               
Rhinebeck NY Central School District Unlimited Tax (Par Call June 15, 2023)4.0% due June 15, 2025
   
535,000
     
594,080
     
577,178
     
535,000
     
600,550
     
606,990
 
 
   
14,135,000
     
14,760,140
     
15,706,674
     
16,340,000
     
17,255,023
     
18,815,786
 
 
                   
40.4
%(*)
           
.
     
47.2
%(*)
Revenue Backed
                                               
City of New York NY Municipal Water Fin Auth Wtr. & Sewer Rev Fiscal 2009 (Par Call June 15, 2018 @100)5.625% due June 15, 2024
 
$
1,000,000
   
$
993,721
   
$
1,182,240
   
$
1,000,000
   
$
992,388
   
$
1,221,280
 
 
                                               
(Par Call June 15, 2019 @100)5.0% due June 15, 2027
   
500,000
     
515,528
     
571,290
     
500,000
     
518,555
     
599,445
 
 
5

Tridan Corp.
Schedules of Investments in Municipal Obligations
April 30, 2014 and 2013
 
   
2014
   
2013
 
   
Principal
   
Amortized
   
Fair
   
Principal
   
Amortized
   
Fair
 
   
Amount
   
Cost
   
Value
   
Amount
   
Cost
   
Value
 
                         
Revenue Backed (continued)
                       
City of New York Transitional Finance Auth Rev Sub Future Tax Secured (Par Call November 1, 2019 @100):5.0% due November 1, 2020
 
$
500,000
   
$
536,608
   
$
591,620
   
$
500,000
   
$
542,753
   
$
617,975
 
 
                                               
5.0% due November 1, 2021
   
1,000,000
     
1,072,823
     
1,183,240
     
1,000,000
     
1,085,799
     
1,220,330
 
 
                                               
Cold Spring Hbr. NY Central School District Ref. Unlimited Tax 5.0% due February 1, 2016
   
100,000
     
104,142
     
108,004
     
100,000
     
107,684
     
112,213
 
 
                                               
Greece NY Central School District Unlimited Tax (Par Call December 15, 2022 @100)5.0% due December 15, 2023
   
500,000
     
585,231
     
586,830
     
500,000
     
594,873
     
617,580
 
 
                                               
Nassau County New York Gen. Impt. Unlimited tax (Par Call October 1, 2020 @100)4.0% due October 1, 2022
   
550,000
     
574,892
     
581,971
     
550,000
     
578,955
     
604,373
 
 
                                               
N.Y.S. Dormitory Authority St. Pers. Income Tax Rev. Ed. (Par Call March 15, 2018 @100)5.0% due March 15, 2022
   
750,000
     
776,523
     
857,940
     
750,000
     
784,478
     
885,735
 
 
                                               
(Par Call March 15, 2018 @100)5.5% due March 15, 2025
   
500,000
     
550,517
     
628,790
     
500,000
     
555,159
     
661,995
 
 
                                               
5.5% due March 15, 2026
   
200,000
     
259,703
     
251,916
     
200,000
     
264,728
     
266,740
 
 
                                               
N.Y.S. Dormitory Authority
                                               
Mental Health Services FACS (Par Call August 15, 2020 @100)5.0% due August 15, 2023
   
420,000
     
425,443
     
480,480
     
420,000
     
426,423
     
509,460
 
 
                                               
N.Y.S Dormitory Authority
                                               
Revs. Nonst. Supported debt (Par Call July 1, 2018 @100)5.0% due July 1, 2029
   
300,000
     
300,000
     
337,686
     
300,000
     
300,000
     
345,819
 
 
                                               
New York Environmental Facilities Corp Pollution Control Rev St Water NYC 02 (Par Call June 15, 2016 @100)5.0% due June 15, 2018
   
1,000,000
     
1,014,102
     
1,097,010
     
1,000,000
     
1,020,659
     
1,137,020
 
 
                                               
New York NY Unlimited Tax 5.0% due August 1, 2023
   
510,000
     
556,135
     
586,973
     
510,000
     
563,504
     
618,237
 
 
6

Tridan Corp.
Schedules of Investments in Municipal Obligations
April 30, 2014 and 2013
 
   
2014
   
2013
 
   
Principal
   
Amortized
   
Fair
   
Principal
   
Amortized
   
Fair
 
   
Amount
   
Cost
   
Value
   
Amount
   
Cost
   
Value
 
                         
Revenue Backed (continued)
                       
 
                       
N. Y.S. Thruway Authority St Pers Income Tax Rev Transn 5.25% due March 15, 2019
 
$
750,000
   
$
781,560
   
$
888,698
   
$
750,000
   
$
788,031
   
$
923,520
 
 
                                               
N.Y. Unlimited Tax 5.0% due August 1, 2026
   
350,000
     
353,785
     
403,701
     
350,000
     
354,494
     
414,666
 
 
                                               
N.Y.S. Urban Development Corp.Rev. Ref. Svc. Contract (Par Call August 1, 2019)5.0% due January 1, 2017
   
225,000
     
236,503
     
251,114
     
225,000
     
240,809
     
258,397
 
 
                                               
Pawling NY Central School District Ref. Unlimited Tax 4.0% due November 15, 2015
   
330,000
     
342,775
     
348,058
     
330,000
     
351,043
     
356,179
 
 
                                               
Port Authority of New York and New Jersey (Par Call October 1, 2016 @100)5.0% due October 1, 2027
   
300,000
     
302,885
     
326,688
     
300,000
     
304,137
     
336,495
 
 
                                               
5.375% due March 1, 2028
   
150,000
     
154,335
     
178,472
     
150,000
     
154,648
     
188,955
 
 
                                               
(Par Call January 15, 2016 @100)5.0% due July 15, 2030
   
200,000
     
199,909
     
211,494
     
200,000
     
199,858
     
219,542
 
 
                                               
Starpoint NY Central School District Ref Unlimited Tax 5.0% due June 15, 2018
   
850,000
     
963,317
     
977,679
     
850,000
     
990,492
     
1,011,475
 
 
                                               
State of New York Local Government Assistance Corp. SR. Lien Refunding Bonds (Par Call April 1, 2018 @100)5.0% due April 1, 2019
   
200,000
     
209,782
     
230,424
     
200,000
     
212,860
     
238,842
 
 
                                               
Clarkstown NY Central School District 4.0% due May 15, 2019
   
500,000
     
562,351
     
563,740
     
-
     
-
     
-
 
 
                                               
Wantagh NY Union Free School District 5.0% due September 1, 2021
   
550,000
     
648,473
     
664,543
     
-
     
-
     
-
 
 
                                               
Central Islip NY Union Free School District Ref Unlimited 5.0% due July 15, 2022
   
750,000
     
922,559
     
901,838
     
-
     
-
     
-
 
 
                                               
Syosset NY Central School 5.0% due December 15, 2022
   
125,000
     
145,412
     
149,616
     
-
     
-
     
-
 
 
7

Tridan Corp.
Schedules of Investments in Municipal Obligations
April 30, 2014 and 2013
 
   
2014
   
2013
 
   
Principal
   
Amortized
   
Fair
   
Principal
   
Amortized
   
Fair
 
   
Amount
   
Cost
   
Value
   
Amount
   
Cost
   
Value
 
                         
Revenue Backed (continued)
                       
 
                       
Brentwood NY UN Free School District RED Unlimited 5.0% due January 15, 2023
 
$
430,000
   
$
487,025
   
$
521,774
   
$
-
   
$
-
   
$
-
 
 
                                               
Battery Park City NY 5.0% due January 15, 2029
   
140,000
     
159,318
     
162,249
     
-
     
-
     
-
 
 
                                               
Connetquot NY Central School District Unlimited Tax 5.0% due January 15, 2024
   
400,000
     
451,780
     
483,988
     
-
     
-
     
-
 
 
                                               
Syosset NY Central School District 5.0% due December 15, 2022
   
435,000
     
496,695
     
506,623
     
-
     
-
     
-
 
 
                                               
5.0% due December 15, 2022
   
300,000
     
337,955
     
346,632
     
-
     
-
     
-
 
 
                                               
NYC Transitional Fin Auth Rev Future Tax 5.0% due November 1, 2026
   
550,000
     
616,546
     
635,729
     
-
     
-
     
-
 
 
                                               
 
                                               
Util Debt Securitization 5.0% due December 15, 2028
   
500,000
     
556,375
     
587,160
     
-
     
-
     
-
 
 
   
15,865,000
     
17,194,708
     
18,386,210
     
11,185,000
     
11,932,330
     
13,366,273
 
 
                   
47.3
%(*)
                   
33.5
%(*)
Pre-refunded
                                               
Triborough Bridge & Tunnel Authority NY General Purpose Revs (Escrowed to Maturity)5.5% due January 1, 2017
 
$
590,000
   
$
591,766
   
$
636,079
   
$
720,000
   
$
721,283
   
$
795,089
 
 
                                               
City of New York NY Public Impts Unlimited Tax (Par Call August 1, 2014 @100)5.0% due August 1, 2017
   
-
     
-
     
-
     
240,000
     
243,927
     
254,088
 
 
                                               
Starpoint NY Central School District
                                               
Ref Unlimited Tax 5.0% due June 15, 2020
   
250,000
     
291,973
     
293,527
     
250,000
     
298,815
     
306,485
 
 
   
840,000
     
883,739
     
929,606
     
1,210,000
     
1,264,025
     
1,355,662
 
 
                   
2.4
%(*)
                   
3.4
%(*)
 
                                               
General Obligations
                                               
Plainview Old Bethpage New York Central School District Ref Unlimited Tax 5.0% due December 15, 2020
 
$
250,000
   
$
274,544
   
$
300,298
   
$
250,000
   
$
278,244
   
$
319,340
 
 
8

Tridan Corp.
Schedules of Investments in Municipal Obligations
April 30, 2014 and 2013
 
   
2014
    2013  
   
Principal
   
Amortized
   
Fair
   
Principal
   
Amortized
   
Fair
 
   
Amount
   
Cost
   
Value
   
Amount
   
Cost
   
Value
 
                         
General Obligations (continued)
                       
Riverhead NY Limited Tax 4.0% due June 1, 2021
 
$
1,005,000
   
$
1,113,680
   
$
1,138,203
   
$
1,005,000
   
$
1,129,002
   
$
1,188,593
 
 
   
1,255,000
     
1,388,224
     
1,438,501
     
1,255,000
     
1,407,246
     
1,507,933
 
 
                   
3.7
%(*)
                   
3.8
%(*)
Short-term
                                               
Ardsley New York Union Free School District Unlimited Tax 5.0% due June 15, 2014
 
$
415,000
   
$
415,311
   
$
417,476
   
$
415,000
   
$
421,968
   
$
434,829
 
 
                                               
Unadilla Valley New York Central School District Ref Unlimited Tax 4.0% due June 15, 2014
   
500,000
     
501,327
     
502,330
     
500,000
     
512,098
     
519,450
 
 
                                               
Cattaraugus County NY Public Impt Ref Unlimited Tax (Par Call June 1, 2013 @100)5.0% due June 1, 2014
   
275,000
     
273,566
     
276,117
     
275,000
     
276,376
     
276,130
 
 
                                               
Suffolk Cnty. NY Wtr. Auth. Wtrwks, Rev. (Par Call June 1, 2013 @100)4.75% due June 1, 2021
   
-
     
-
     
-
     
470,000
     
470,556
     
471,771
 
 
                                               
Massapequa New York Union Free School District Unlimited Tax 4.0% due June 15, 2013
   
-
     
-
     
-
     
300,000
     
300,805
     
301,302
 
 
                                               
N.Y.S. Dormitory Authority Rev Cons City Univ Genl Sys 2nd Ser 5.75% due July 1, 2013
   
-
     
-
     
-
     
60,000
     
60,300
     
60,554
 
 
                                               
Long Island Power Auth NY Elec Sys Rev 5.5% due December 1, 2013
   
-
     
-
     
-
     
1,005,000
     
1,028,727
     
1,035,602
 
 
                                               
Clarkstown NY Central School District F Strict BDS 2004 (Pre-Refunded April 15, 2014 @100)5.25% due April 15, 2015
   
-
     
-
     
-
     
365,000
     
370,644
     
382,483
 
 
                                               
Erie County NY Indl Dev Agency Sch Fac Rev Sch Dist Buffalo Proj 5.0% due May 1, 2014
   
250,000
     
250,025
     
250,039
     
250,000
     
259,147
     
261,860
 
 
   
1,440,000
     
1,440,229
     
1,445,962
     
3,640,000
     
3,700,621
     
3,743,981
 
 
                   
3.7
%(*)
                   
9.4
%(*)
 
 
$
33,535,000
   
$
35,667,040
   
$
37,906,953
   
$
33,630,000
   
$
35,559,245
   
$
38,789,635
 
 
                   
97.6
%(*)
                   
97.3
%(*)
(*)   Represents percentage of net assets.
                                               
9

Tridan Corp.
Statements of Operations
Years Ended April 30, 2014 and 2013
 
 
 
2014
   
2013
 
Investment income
 
   
 
 
 
   
 
Interest
 
$
1,669,519
   
$
1,706,720
 
 
               
Amortization of bond premium and discount - net
   
(445,029
)
   
(413,564
)
 
               
Total investment income
   
1,224,490
     
1,293,156
 
 
               
Expenses
               
 
               
Investment advisory fees
   
110,103
     
112,224
 
 
               
Custodian fees
   
7,615
     
7,889
 
 
               
Professional fees
   
132,580
     
132,050
 
 
               
Directors' fees
   
77,000
     
77,000
 
 
               
Administrative and accounting
   
72,000
     
72,000
 
 
               
Insurance and other expenses
   
13,058
     
14,380
 
 
               
Total expenses
   
412,356
     
415,543
 
 
               
Net investment income
   
812,134
     
877,613
 
 
               
Realized and unrealized gain on investments
               
 
               
Net realized  gain on investments
   
191,544
     
27,167
 
 
               
Net unrealized (depreciation) appreciation on investments
   
(990,479
)
   
(55,888
)
 
               
Net realized and unrealized gain (loss) on investments
   
(798,935
)
   
(28,721
)
 
               
Net increase in net assets resulting from operations
 
$
13,199
   
$
848,892
 

10

Tridan Corp.
Statements of Changes in Net Assets
Years Ended April 30, 2014, 2013 and 2012
 
 
 
2014
   
2013
   
2012
 
 
 
   
   
 
Change in net assets resulting from operations
 
   
   
 
 
 
   
   
 
 
 
   
   
 
Net investment income
 
$
812,134
   
$
877,613
   
$
952,762
 
 
                       
Net realized gain on investments
   
191,544
     
27,167
     
17,661
 
 
                       
Unrealized (depreciation) appreciation on investments
   
(990,479
)
   
(55,888
)
   
1,700,833
 
 
                       
Net increase in net assets resulting from operations
   
13,199
     
848,892
     
2,671,256
 
 
                       
Distributions to shareholders from
                       
Net investment income
   
(829,832
)
   
(867,805
)
   
(930,915
)
Capital gains
   
(191,544
)
   
-
     
-
 
 
                       
Redemptions of shares
                       
2,607.1877 shares, 5,625.2271 shares and 1,198.2381 shares, respectively
   
(32,794
)
   
(72,430
)
   
(15,396
)
 
                       
Total (decrease) increase
   
(1,040,971
)
   
(91,343
)
   
1,724,945
 
 
                       
Net assets
                       
Beginning of year
   
39,884,293
     
39,975,636
     
38,250,691
 
 
                       
End of year
 
$
38,843,322
   
$
39,884,293
   
$
39,975,636
 

11

Tridan Corp.
Notes to Financial Statements
April 30, 2014 and 2013
 
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.

Recently issued accounting standards
In December 2011, the FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities” ("FASB ASU 2011-11"). FASB ASU 2011-11 adds certain additional disclosure requirements about financial instruments and derivative instruments that are subject to offsetting and related arrangements. The new disclosures are required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. As the amendment impacts disclosure only, it will have no effect on the Company’s financial condition or results of operations.

In June 2013, the FASB issued ASU-2013-08, Amendments to the scope, measurement and disclosure requirements for Investment Companies under Generally Accepted Accounting Principles in the United States of America (“GAAP”).  The amendments do all of the following:

1.  Change the approach to the investment company assessment in Topic 946, clarify the  characteristics of an investment company, and provide comprehensive guidance for  assessing whether an entity is an investment company.

2.  Require an investment company to measure non-controlling ownership interests in  other investment companies at fair value rather than using the equity method of  accounting.

3. Require the following additional disclosures:

(a) the fact that the entity is an investment company and is applying the guidance in Topic 946,

(b) information about changes, if any, in an entity’s status as an investment  company, and

(c) information about financial support provided or contractually required to be provided by an investment company to any of its investees.

The amendment in this update is effective for an entity’s interim and annual reporting periods in fiscal years that begin after December 15, 2013.  Earlier application is prohibited.

The Company believes that this amendment will have no effect on the Company’s financial statements or disclosures.
12

Tridan Corp.
Notes to Financial Statements
April 30, 2014 and 2013
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, 2014 and 2013.

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. The Company also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains.  Therefore, no income tax provision is required.

The Company recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities.  Management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded.

The Company identifies its major tax jurisdictions as U.S. Federal, New York State and New York City where the Company makes significant investments; however, the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. Generally, the Company’s tax returns are subject to examination by Federal, state and local authorities for a period of three years from the later of the due date of such returns or the actual date the returns were filed.

Interest income from municipal investments are exempt from Federal and state income taxes.

Distributions to shareholders
Dividends to shareholders from net investment income, if any, are paid quarterly.  Distribution of capital gains, if any, are made at least annually, and as required to comply with Federal excise tax requirements. Dividends to shareholders are determined in accordance with tax regulations and are recorded on the ex-dividend date.
13

Tridan Corp.
Notes to Financial Statements
April 30, 2014 and 2013
 
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 GAAP, 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.

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.  The cash and cash equivalent balance at April 30, 2014 was approximately $542,000.  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.

Fair value of financial instruments
The carrying amounts for accrued interest receivables and accrued liabilities reflected in the financial statements approximate fair value because of the short maturities of these items.  The company accounts for its investments in municipal obligations in accordance with the accounting guidance for investment companies (FASB ASC 946).  See Note 1 “Acquisition and Valuation of Investments” for a description of the valuation methodology which is unchanged as of April 30, 2014 and 2013.  FASB ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value and expands disclosures about the use of fair value measurements.  The valuation techniques required by FASB ASC 820 are based upon observable and unobservable inputs.  Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions.

These two types of inputs create the following fair value hierarchy:
 
Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities that a  company has the ability to access.

14

Tridan Corp.
Notes to Financial Statements
April 30, 2014 and 2013
 
Level 2 Observable inputs other than quoted prices included in level 1 that areobservable for the asset or liability either directly or indirectly.  These inputs mayinclude quoted prices for the identical instrument in an inactive market, prices forsimilar instruments, interest rates, prepayment speeds, credit risks, yield curves, default rates, and similar data.
 
Level 3 – 
Unobservable inputs for the asset or liability to the extent that relevant observable  inputs are not available, representing a company’s own assumptions about the  assumptions that a market participant would use in valuing the asset or liability,  and that would be based on the best information available.
 
The Company’s investments in municipal obligations are all considered as Level 2 instruments.

The following table presents the Company’s financial assets that are measured at fair value as of April 30, 2014 and 2013:

 
 
Quoted Prices for Identical Instruments
 
 
 
in Non-active Markets (Level 2)
 
 
 
April 30,
 
 
 
2014
   
2013
 
 
 
   
 
Investments in municipal obligations
 
$
37,906,953
   
$
38,789,635
 
Total investments at fair value
 
$
37,906,953
   
$
38,789,635
 
 
The Company utilizes quoted market prices for it securities owned, when available.           Instruments classified as Level 2 are valued using industry-standard models or other valuation  methodologies calibrated to observable market inputs.  These models consider various assumptions regarding the security or securities with similar characteristics, such as trade data, bid price or spread, two sided markets, quotes, benchmark curves, and market data feeds, as well as other measurements.

In the notes to its financial statements for the year ended April 30, 2013, the Company    classified the inputs to determine the fair value of the investments in municipal obligations as      Level 1 in the fair value hierarchy; however, the Company has reclassified such investments in  municipal obligations as Level 2 for all periods presented because the Company’s fair value       determination was made using significant observable inputs other than quoted prices included    in Level 1 that are observable either directly or indirectly.

Reclassifications
Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation.
15

Tridan Corp.
Notes to Financial Statements
April 30, 2014 and 2013
 
2.
Cash and Cash Equivalents

Cash and cash equivalents consist of the following:

 
 
April 30,
 
 
 
2014
   
2013
 
 
 
   
 
Cash – demand deposits
 
$
541,730
   
$
697,561
 

3.
Accrued Liabilities

Accrued liabilities consist of the following at:
 
   
 
 
 
April 30,
 
 
 
2014
   
2013
 
 
 
   
 
Accrued investment advisory and custodian fees (a)
 
$
66,649
   
$
66,620
 
Accrued fees - affiliate (b)
 
$
19,242
   
$
18,845
 
Accrued other:
               
Accrued audit fees (c)
 
$
11,750
   
$
28,239
 
Accrued administrative and accounting expenses
   
-0-
     
225
 
 
 
$
11,750
   
$
28,464
 
 
(a) The Company utilizes the services of J.P. Morgan Investment Management, Inc. as its investment advisor and J.P. Morgan Chase Bank N.A. as its custodian for its investment­s.  The annual advisory fee is .28 of one percent and the custody fee is .02 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, 2014 and 2013, the Company incurred legal fees of approximately $86,000 and $85,000, respectively, for professional fees paid to the law firm of which an officer of the Company is a member.

(c) For the years ending April 30, 2014 and 2013, the Company incurred audit fees of approximately $47,000 each year.

4.
Investment Transactions

Purchases and sales of investments in municipal obligations (excluding short-term and demand investments) amounted to approximately $5,437,000 and $4,884,000, respectively, for the year ended April 30, 2014, and $1,984,000 and $1,841,000, respectively, for the year ended April 30, 2013.
16

Tridan Corp.
Notes to Financial Statements
April 30, 2014 and 2013

The U.S. Federal income tax basis (aggregate cost) of the Company’s investments, at April 30, 2014 and 2013, was approximately $35,667,000 and $35,559,000, respectively, and net unrealized appreciation, at April 30, 2014 and 2013, for U.S. Federal income tax purposes was approximately $2,240,000 and $3,230,000, respectively (gross unrealized appreciation of approximately $2,278,000 and $3,230,000, respectively; gross unrealized depreciation of approximately $38,000 and $0, respectively).

5.
Common Stock, Share Redemption Plan and Net Asset Values

At April 30, 2014 and 2013, 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.

The Company has a share redemption plan applicable to 30,865 shares and 33,472 shares, respectively, of outstanding common stock, at April 30, 2014 and 2013.  The plan permits eligible shareholders or their estates to have their shares redeemed 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, 2014 and 2013, 105,453.3643 shares ($1,250,964) and 102,846.1766 shares ($1,218,171), respectively, had been redeemed under this plan.

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 values per share and the shares outstanding are as follows:

 
April 30,
 
 
2014
   
2013
 
 
 
   
 
Net asset value
 
$
12.56
   
$
12.88
 
Shares outstanding at:
               
April 30, 2014
3,093,646.6357
April 30, 2013
3,096,253.8234
17

Tridan Corp.
Notes to Financial Statements
April 30, 2014 and 2013

6.
Distributions

During the years ended April 30, 2014, 2013 and 2012, distributions of $1,021,376 ($.33 per share), $867,805 ($.28 per share) and $930,915 ($.30 per share), respectively, were declared and paid to shareholders, substantially all of which were exempt from Federal income taxes.

The tax character of distributions paid during the years ending April 30, 2014, 2013 and 2012 were as follows:
 
 
 
2014
   
2013
   
2012
 
Distributions paid from investment income:
 
   
   
 
Tax-exempt investment income, net
 
$
829,832
   
$
867,805
   
$
930,915
 
Capital gains
   
191,544
     
-
     
-
 
 
 
$
1,021,376
   
$
867,805
   
$
930,915
 
 
As of April 30, 2014, 2013 and 2012, the components of distributable earnings on a tax basis are as follows:

 
 
2014
   
2013
   
2012
 
Over-distributed tax-exempt investment income, net
 
$
(25,921
)
 
$
(21,790
)
 
$
(31,599
)
Over-distributed taxable investment income
   
-
     
-
     
-
 
Over-Undistributed capital gains (losses)
   
-
     
13,568
     
(13,599
)
Unrealized appreciation of investments, net
   
2,239,911
     
3,230,390
     
3,286,278
 
 
 
$
2,213,990
   
$
3,222,168
   
$
3,241,080
 

Capital loss carryforwards as of April 30, 2014 and 2013 were $0 and $0, respectively. The Company had no capital reclassification related to permanent book/tax differences for years ending April 30, 2014, 2013 and 2012.  There were no significant differences between total GAAP basis net investment income and net realized gain, and actual distributions for the years ended April 30, 2014 and 2013.
18

Tridan Corp.
Notes to Financial Statements
April 30, 2014 and 2013
 
7.
Financial Highlights

Selected per share data and ratios are as follows:

 
 
For the Years Ended April 30,
 
 
  2014    
2013
   
2012
   
2011
   
2010
 
Per share operating performance:
 
   
   
   
   
 
(For a share of common stock outstanding throughout the year):
 
   
   
   
   
 
 
 
   
   
   
   
 
Net asset value, beginning of year
 
$
12.88
   
$
12.89
   
$
12.33
   
$
12.32
   
$
12.12
 
 
                                       
Income from investment operations:
                                       
Net investment income
   
.26
     
.28
     
.31
     
.31
     
.34
 
Net realized and unrealized gain(loss) on investments
   
(.26
)
   
(.01
)
   
.55
     
.02
     
.20
 
Total from investment operations
   
-0-
     
.27
     
.86
     
.33
     
.54
 
Less distributions:
                                       
Dividends (from net investment income)
   
(.27
)
   
(.28
)
   
(.30
)
   
(.32
)
   
(.34
)
Capital gains
   
(.06
)
   
(.00
)
   
(.00
)
   
(.00
)
   
(.00
)
Total distributions
   
(.33
)
   
(.28
)
   
(.30
)
   
(.32
)
   
(.34
)
Net asset value - end of year
 
$
12.56
   
$
12.88
   
$
12.89
   
$
12.33
   
$
12.32
 
Per share market value - end of year
 
$
12.56
   
$
12.88
   
$
12.89
   
$
12.33
   
$
12.32
 
*Total investment return
   
0.00
%
   
2.10
%
   
6.97
%
   
2.68
%
   
4.46
%
 
                                       
Ratios/Supplemental Data:
                                       
Net assets, end of year (in 000s)
 
$
38,843
   
$
39,884
   
$
39,976
   
$
38,251
   
$
38,237
 
 
                                       
Ratio of expenses to average net assets
   
1.05
%
   
1.04
%
   
1.01
%
   
1.07
%
   
1.05
%
 
                                       
Ratio of net investment income to average net assets
   
2.06
%
   
2.20
%
   
2.43
%
   
2.51
%
   
2.78
%
Portfolio turnover rate
   
12.41
%
   
4.87
%
   
12.16
%
   
15.16
%
   
13.65
%
 
                                       
Average (simple) number of shares outstanding (in thousands)
   
3,095
     
3,099
     
3,102
     
3,104
     
3,105
 
 
* Total investment return is calculated by dividing the change in market value of a share of common stock during the year, assuming the reinvestment of dividends on the payment date, by the per share market value at the beginning of the year and has been recalculated for all prior periods presented.
 
 
19