DEF 14A 1 formdef14a.htm TRIDAN CORP DEF 14A 7-16-2013
TRIDAN CORP.

P.O. Box 634, New City, N.Y. 10956
(212) 239-0515
 
ANNUAL REPORT
 
June 25, 2013
 
Dear Shareholder:

I am pleased to provide this annual report of Tridan Corp. for the fiscal year ended April 30, 2013, including the enclosed audited financial report for that period and for the corresponding period in 2012.  Also enclosed are the notice of meeting, proxy statement for this year’s annual shareholders meeting on July 16, 2013, 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, 2013 was $12.88, compared with $12.89 at April 30, 2012.  Net investment income per share was $.28 for the year ended April 30, 2013, compared with $.31 for the year ended April 30, 2012.  Distributions to shareholders amounted to $.28 per share for fiscal 2013, compared to $.30 for fiscal 2012.

At the company’s last annual meeting on July 17, 2012, the reappointment of WeiserMazars LLP as the company’s auditors for the fiscal year ending April 30, 2013 was ratified by the shareholders as follows:

Shares Voted For
2,941,938.8647
Shares Voted Against
None
Shares Abstaining
None


TRIDAN CORP.
June 25, 2013
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
   
2,941,926.3522
     
12.5125
 
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
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 59
Director
1999
Pianist and Teacher
   
1
 
None
 
Peter Goodman
65 Wendover Road
Rye, NY  10580
Age 87
Director and President
1980
President, Tridan Corp.
   
1
 
None
 
Warren Fred Pelton
6079 Fairway Court
Naples, FL  34110
Age 75
Director, Vice- President and Treasurer
1988
Consultant
   
1
 
None
 

TRIDAN CORP.
June 25, 2013
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 81
Director and
Audit Committee Chairman
2004
Financial Advisory Services; Partner, Kramer Love & Cutler, LLP (certified public accountants)
 
1
 
Juniper Content Corporation
 
Jay Stanley Negin
6 Demarest Court
Englewood Cliffs, NJ 07632
Age 82
 
Director and
Audit Committee Member
 
1985
 
Investor
 
1
 
 
None
 
Russell Jude Stoever
15 Rockleigh Road
Rockleigh, NJ 07647
Age 68
 
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 81
Secretary and
Chief Compliance Officer
Attorney
None
None


 
TRIDAN CORP.
June 25, 2013
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 25, 2013
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 2013 (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.
 
 
 
 
 
Peter Goodman, President
 

 
TRIDAN CORP.

P.O. Box 634
New City, NY  10956

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 16, 2013
 
To the Shareholders of Tridan Corp.:

The Annual Meeting of Shareholders of Tridan Corp. (the "Company") will be held on Tuesday, July 16, 2013, at 10:00 A.M. at the offices of Kantor, Davidoff, Wolfe, Mandelker, Twomey & Gallanty, 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, 2014;

(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 21, 2013 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 25, 2013

Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be Held July 16, 2013

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 16, 2013 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 21, 2013, there were issued and outstanding 3,096,253.8234 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 21, 2013 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, 2013 and 2012 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 21, 2013, Peter Goodman owned beneficially 940,910.7292 shares (30.39%) 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 59
Director
1999
Pianist and Teacher
   
1
 
None
 
Peter Goodman
65 Wendover Road
Rye, NY  10580
Age 87
Director and President
1980
President, Tridan Corp.
   
1
 
None
 
 
Warren Fred Pelton
6079 Fairway Court
Naples, FL  34110
Age 75
 
 
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 81
Director and
Audit Committee Chairman
2004
Financial Advisory Services; Partner, Kramer Love & Cutler, LLP (certified public accountants)
   
1
 
Juniper Content Corporation
 
Jay Stanley Negin
6 Demarest Court
Englewood Cliffs, NJ 07632
Age 82
 
Director and
Audit Committee Member
 
1985
 
Investor
   
1
 
None
 
Russell Jude Stoever
15 Rockleigh Road
Rockleigh, NJ 07647
Age 68
 
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 81
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 2013 (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, 2013.

Audit Committee Report

The audit committee has reviewed and discussed the Company’s April 30, 2013 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, 2013 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, 2013, 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 21, 2013:

 
 
Number of Shares
Percent
Title of
Name and Address of
Beneficially Owned
of Class on
Class
Beneficial Owner
on June 21, 2013
June 21, 2013
 
 
 
 
Capital Stock
Peter Goodman
940,910,7292 1/ 2/
30.39%
(par value $.02)
65 Wendover Road
 
 
 
Rye, NY  10580
 
 
 
 
 
 
 
Barbara S. Goodman
375,500.00 1/
12.13%
 
(wife of Peter Goodman)
 
 
 
65 Wendover Road
 
 
 
Rye, NY  10580
 
 
 
 
 
 
 
Thomas Goodman
701,000.00 3/
22.64%
 
111-20 73rd Avenue
 
 
 
Apt. 6F
 
 
 
Forest Hills, NY  11375
 
 
 
 
 
 
 
Robert W. Erdos
282,640.1115 2/ 4/
9.13%
 
549 Fairview Terrace
 
 
 
York, PA  17403
 
 
 
 
 
 
Mark Goodman
189,333.3333
6.11%
 
7 Porters Cove Road
 
 
 
Hingham, MA  02043
 
 
 
 
 
 
 
Warren F. Pelton
29,930.8865
0.97%
6079 Fairway Court
Naples, FL 34110
 
 
All officers,
1,160,174.9490 2/ 3/
37.47%
 
directors and
 
 
 
nominees as a
 
 
 
group (7 persons)
 
 
 
1/ Not including 600,000 shares owned indirectly by Mr. Goodman and his wife, Barbara S. Goodman, as co-trustees for his brother, Thomas Goodman (see footnote 3), with respect to which the co-trustees have shared voting and investment power.

2/ Including the following shares owned by Tridan Corp.  Employees Stock Ownership Trust, as nominee only:  5,689.6361 shares owned directly and beneficially by Peter Goodman, and 4,546.2060 shares owned directly and beneficially by Robert W. Erdos.  Messrs. Robert W. Erdos, Peter Goodman, Thomas Goodman and Warren F. Pelton are trustees of said trust.

3/ Including 600,000 shares owned of record only, by Peter Goodman and Barbara S. Goodman, as trustees for Thomas Goodman (Peter Goodman’s brother).

4/ This amount does not include 49,000 shares owned of record and beneficially by Erda Erdos, Mr. Erdos’ wife.
 
- 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 2013 fiscal year, and $47,000 for the 2012 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, 2013.  On June 11, 2013, the board of directors (including the Company’s independent directors) unanimously approved a continuation of the Agreement until June 30, 2014 (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, 2013, Morgan’s advisory fees were $112,224, and the custodial fees were $7,889.  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
Managing Director/Director/CEO
 
 
Lawrence M. Unrein
Director/Managing Director/CIO-Global
 
Head of Private Equity
 
 
Martin R. Porter
Managing Director/CIO-Global Head of
 
Equities & Balanced Group
 
 
Scott E. Richter
Managing Director/Secretary
 
 
Joseph K. Azelby
Director/Managing Director/CIO-
 
Global Head of Real Estate
 
 
Robert L. Young
Director/Managing Director/COO
 
 
Joseph J. Bertini
Chief Compliance Officer, Managing Director
 
 
Craig M. Sullivan
Director/Managing Director/Chief
 
Financial Officer
 
 
Catherine Anne Keating
Director/Managing Director
 
 
Paul Quinsee
Director/Managing Director
 
 
Peter Schwicht
Director/Managing Director
 
 
Christopher P. Willcox
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.

SUPPLEMENTAL INFORMATION

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

- 12 -


SHAREHOLDER PROPOSALS
FOR 2014 ANNUAL MEETING

Next year’s annual meeting of shareholders of the Company will be scheduled for July 15, 2014.  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 14, 2014.

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 25, 2013
 
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.
Financial Statements
April 30, 2013 and 2012


Tridan Corp.
Contents
April 30, 2013 and 2012
 
 
 
Page(s)
 
 
1
 
 
Financial Statements
 
2
 
 
3-9
 
 
10
 
 
11
 
 
12-18


Tridan Corp.
Notes to Financial Statements
Years Ended April 30, 2013 and 2012


 


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, 2013 and 2012, 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, 2013, and the financial highlights (see Note 7) for each of the five years in the five-year period ended April 30, 2013. 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, 2013 and 2012, 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, 2013 and 2012, 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, 2013, and its financial highlights for each of the five years in the five-year period ended April 30, 2013, in conformity with accounting principles generally accepted in the United States of America.
 
/s/ WeiserMazars LLP
WeiserMazars LLP

New York, NY
June 27, 2013
 
1

Tridan Corp.
Statements of Assets and Liabilities
April 30, 2013 and 2012

 
 
 
2013
   
2012
 
Assets
 
   
 
Investments in municipal obligations, at fair value (original cost - $37,173,253 and $37,167,091, respectively) (amortized cost - $35,559,245 and $35,858,926 respectively)
 
$
38,789,635
   
$
39,145,204
 
Cash and cash equivalents
   
697,561
     
444,442
 
Prepaid expenses and other current assets
   
6,723
     
3,719
 
Accrued interest receivable
   
503,943
     
483,412
 
 
               
Total assets
   
39,997,862
     
40,076,777
 
 
               
Liabilities
               
Accrued liabilities:
               
Accrued investment advisory and custodian fees
   
66,260
     
38,059
 
Accrued fees - affiliate
   
18,845
     
18,624
 
Accrued other
   
28,464
     
29,809
 
Common stock redemption payable
   
-
     
14,649
 
 
               
Total liabilities
   
113,569
     
101,141
 
 
               
Net assets
 
$
39,884,293
   
$
39,975,636
 
 
               
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
   
(1,218,171
)
   
(1,145,740
)
Distributable earnings:
               
Over distributed net investment income
   
(21,790
)
   
(31,599
)
Undistributed capital gains (losses)
   
13,568
     
(13,599
)
Unrealized appreciation of investments, net
   
3,230,390
     
3,286,278
 
 
               
Net assets [equivalent to $12.88 and $12.89 per share, respectively,based on 3,096,253.8234 shares and 3,101,879.0505 shares of common stock outstanding, respectively]
 
$
39,884,293
   
$
39,975,636
 

2

Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2013 and 2012

 
 
 
2013
   
2012
 
 
 
Principal
   
Amortized
   
Fair
   
Principal
   
Amortized
   
Fair
 
 
 
Amount
   
Cost
   
Value
   
Amount
   
Cost
   
Value
 
 
 
   
   
   
   
   
 
Insured
 
   
   
   
   
   
 
Ardsley New York Union Free
 
   
   
   
   
   
 
School District Unlimited Tax
 
   
   
   
   
   
 
5.0% due June 15, 2014
 
$
415,000
   
$
421,968
   
$
434,829
   
$
415,000
   
$
428,625
   
$
451,171
 
 
                                               
Ardsley New York Union Free
                                               
School District Unlimited Tax
                                               
4.0% due June 15, 2016
   
460,000
     
466,676
     
503,231
     
460,000
     
468,866
     
513,374
 
 
                                               
Bethlehem NY Central School District
                                               
Ref Unlimited Tax
                                               
5.0% due November 1, 2015
   
500,000
     
513,245
     
555,535
     
500,000
     
518,089
     
573,010
 
 
                                               
Village of Briarcliff Manor New York
                                               
Pub Impt Unlimited Tax
                                               
5.0% due September 1, 2017
   
215,000
     
226,024
     
254,111
     
215,000
     
228,782
     
261,036
 
 
                                               
Village of Briarcliff Manor New York
                                               
Pub Impt Unlimited Tax
                                               
5.0% due September 1, 2015
   
310,000
     
319,986
     
342,355
     
310,000
     
324,992
     
355,015
 
 
                                               
Brookhaven NY Unlimited Tax
                                               
5.0% due November 15, 2019
   
450,000
     
515,524
     
559,040
     
450,000
     
525,531
     
560,565
 
 
                                               
Cattaraugus County NY Public
                                               
Impt Ref Unlimited Tax
                                               
(Par Call June 1, 2013 @100)
                                               
5.0% due June 1, 2014
   
275,000
     
276,376
     
276,130
     
275,000
     
279,186
     
288,101
 
 
                                               
Cattaraugus County NY Public
                                               
Impt Ref Unlimited Tax
                                               
(Par Call June 1, 2013 @100)
                                               
5.0% due June 1, 2015
   
275,000
     
276,924
     
276,111
     
275,000
     
279,490
     
287,485
 
 
                                               
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
     
35,542
     
36,709
     
35,000
     
35,898
     
38,261
 
 
                                               
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
   
$
260,000
   
$
267,644
   
$
284,237
 

3

Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2013 and 2012

 
 
 
2013
   
2012
 
 
 
Principal
   
Amortized
   
Fair
   
Principal
   
Amortized
   
Fair
 
 
 
Amount
   
Cost
   
Value
   
Amount
   
Cost
   
Value
 
Insured (continued)
 
   
   
   
   
   
 
City of New York Transitional
 
   
   
   
   
   
 
Fin Bldg Aid Rev Fiscal 2007
 
   
   
   
   
   
 
5.0% due July 15, 2016
 
$
750,000
   
$
774,396
   
$
856,928
   
$
750,000
   
$
781,994
   
$
870,623
 
 
                                               
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
     
446,516
     
490,161
     
430,000
     
450,249
     
492,961
 
 
                                               
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
     
605,252
     
666,110
     
585,000
     
609,828
     
670,562
 
 
                                               
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
     
1,027,735
     
1,129,380
     
1,000,000
     
1,031,595
     
1,098,370
 
 
                                               
N.Y.S. Dormitory Authority Revs
                                               
Non St Supported Debt St Johns Univ - Insd
                                               
5.25% due July 1, 2021
   
1,000,000
     
1,068,358
     
1,235,770
     
1,000,000
     
1,076,692
     
1,218,570
 
 
                                               
N.Y.S. Dormitory Authority Revs
                                               
City University Sys Ref Cons 5th Gen
                                               
5.5% due July 1, 2019
   
1,000,000
     
1,056,749
     
1,245,880
     
1,000,000
     
1,066,092
     
1,258,910
 
 
                                               
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
     
1,045,988
     
1,114,674
     
1,035,000
     
1,051,092
     
1,135,592
 
 
                                               
N.Y.S. Dormitory Authority Revs
                                               
5.5% due May 15, 2018
   
1,155,000
     
1,224,696
     
1,406,178
     
1,155,000
     
1,238,536
     
1,425,998
 
 
                                               
N.Y.S. Local Govt Assistance Corp Ref:
                                               
5.5% due April 1, 2017
   
240,000
     
250,427
     
273,185
     
240,000
     
252,938
     
283,135
 
 
                                               
N.Y.S. Local Govt Assistance Corp Ref:
                                               
5.5% due April 1, 2017
   
700,000
     
764,043
     
796,789
     
700,000
     
780,355
     
825,811
 
 
                                               
Niagara Falls Bridge Commission
                                               
NY Toll Rev Highway Impts
                                               
5.25% due October 1, 2015
   
780,000
     
792,249
     
806,933
     
1,110,000
     
1,138,202
     
1,163,225
 

4

Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2013 and 2012

 
 
 
2013
   
2012
 
 
 
Principal
   
Amortized
   
Fair
   
Principal
   
Amortized
   
Fair
 
 
 
Amount
   
Cost
   
Value
   
Amount
   
Cost
   
Value
 
Insured (continued)
 
   
   
   
   
   
 
Pleasantville New York Public Impt
 
   
   
   
   
   
 
Unlimited Tax
 
   
   
   
   
   
 
5.0% due January 1, 2016
 
$
440,000
   
$
451,970
   
$
492,936
   
$
440,000
   
$
456,283
   
$
506,515
 
 
                                               
Commonwealth of Puerto Rico
                                               
Electric Power Auth Rev
                                               
5.5% due July 1, 2017
   
-
     
-
     
-
     
700,000
     
741,581
     
798,483
 
 
                                               
Commonwealth of Puerto Rico
                                               
Highway Transportation Auth Rev Ref
                                               
6.25% due July 1, 2016
   
275,000
     
291,848
     
307,117
     
275,000
     
296,539
     
314,993
 
 
                                               
Commonwealth of Puerto Rico
                                               
Highway Transportation Auth Rev Ref
                                               
Pre-Refunded
                                               
6.25% due July 1, 2016
   
10,000
     
10,613
     
11,816
     
10,000
     
10,783
     
12,388
 
 
                                               
Puerto Rico Commonwealth Highway
                                               
and Transportation Auth Transn Rev
                                               
5.5% due July 1, 2015
   
500,000
     
515,754
     
534,210
     
500,000
     
521,952
     
552,350
 
 
                                               
Sales Tax Asset Receivable Corp New York
                                               
(Par Call October 15, 2014 @100)
                                               
5.0% due October 15, 2021
   
200,000
     
201,789
     
212,960
     
200,000
     
204,581
     
221,302
 
 
                                               
Queensbury NY Union Free School
                                               
District Ref Unlimited Tax
                                               
4.0% due December 15, 2018
   
225,000
     
248,451
     
260,692
     
225,000
     
252,617
     
259,976
 
 
                                               
Sachem Central School District
                                               
NY Holbrook Ref Unlimited Tax
                                               
5.25% due October 15, 2019
   
500,000
     
530,314
     
626,020
     
500,000
     
534,987
     
629,065
 
 
                                               
Sales Tax Receivable Corp
                                               
NY Public Impt.
                                               
(Par Call October 15, 2014 @100)
                                               
5.0% due October 15, 2017
   
275,000
     
284,786
     
293,321
     
275,000
     
289,815
     
304,290
 
 
                                               
Triborough Bridge & Tunnel Authority NY
                                               
General Purpose Revs
                                               
5.5% due November 15, 2019
   
1,000,000
     
1,072,861
     
1,258,650
     
1,000,000
     
1,083,989
     
1,263,290
 
 
                                               
Unadilla Valley New York Central School
                                               
District Ref Unlimited Tax
                                               
4.0% due June 15, 2014
   
500,000
     
512,098
     
519,450
     
500,000
     
522,869
     
535,265
 

5

Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2013 and 2012

 
 
 
2013
 
 
2012
   
 
 
Principal
   
Amortized
   
Fair
 
 
Principal
   
Amortized
   
Fair
   
 
 
Amount
   
Cost
   
Value
 
 
Amount
   
Cost
   
Value
   
Insured (continued)
 
   
   
 
 
   
   
   
Hilton NY Central School District
 
   
   
 
 
   
   
   
Unlimited Tax
 
   
   
 
 
   
   
   
4.0% due June 15, 2019
 
$
500,000
   
$
577,554
   
$
577,495
 
   
-
     
-
     
-
   
 
                       
                         
Bethlehem NY Central School District
                       
                         
Unlimited Tax
                       
                         
4.0% due January 15, 2021
   
500,000
     
561,477
     
576,690
 
   
-
     
-
     
-
   
 
                       
                         
Rockville Center NY
                       
                         
Limited Tax
                       
                         
4.0% due June 15,2022
   
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
     
600,550
     
606,990
 
   
-
     
-
     
-
   
 
   
17,530,000
     
18,465,465
     
20,046,195
 
   
16,825,000
     
17,750,672
     
19,453,929
   
 
           
.
     
50.3
%
(*)
                   
48.7
%
(*)
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
     
992,388
     
1,221,280
       
1,000,000
     
991,055
     
1,238,540
   
 
                                                   
(Par Call June 15, 2019 @100)
                                                   
5.0% due June 15, 2027
   
500,000
     
518,555
     
599,445
       
500,000
     
521,582
     
570,590
   
 
                                                   
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
     
542,753
     
617,975
       
500,000
     
548,897
     
623,340
   
 
                                                   
5.0% due November 1, 2021
   
1,000,000
     
1,085,799
     
1,220,330
       
1,000,000
     
1,098,775
     
1,227,580
   
 
                                                   
Cold Spring Hbr. NY Central School District
                                                   
Ref. Unlimited Tax
                                                   
5.0% due February 1, 2016
   
100,000
     
107,684
     
112,213
       
100,000
     
111,226
     
115,677
   
 
                                                   
Greece NY Central School District
                                                   
Unlimited Tax
                                                   
(Par Call December 15, 2022 @100)
                                                   
5.0% due December 15, 2023
   
500,000
     
594,873
     
617,580
       
500,000
     
602,365
     
607,810
   

6

Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2013 and 2012

 
 
 
2013
   
2012
 
 
 
Principal
   
Amortized
   
Fair
   
Principal
   
Amortized
   
Fair
 
 
 
Amount
   
Cost
   
Value
   
Amount
   
Cost
   
Value
 
Revenue Backed (continued)
 
   
   
   
   
   
 
Nassau County New York
 
   
   
   
   
   
 
Gen. Impt. Unlimited tax
 
   
   
   
   
   
 
(Par Call October 1, 2020 @100)
 
   
   
   
   
   
 
4.0% due October 1, 2022
 
$
550,000
   
$
578,955
   
$
604,373
   
$
550,000
   
$
583,019
   
$
592,895
 
 
                                               
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
     
784,478
     
885,735
     
750,000
     
792,433
     
895,958
 
 
                                               
(Par Call March 15, 2018 @100)
                                               
5.5% due March 15, 2025
   
500,000
     
555,159
     
661,995
     
500,000
     
559,801
     
664,895
 
 
                                               
5.5% due March 15, 2026
   
200,000
     
264,728
     
266,740
     
200,000
     
269,753
     
266,914
 
 
                                               
N.Y.S. Dormitory Authority
                                               
Mental Health Services FACS
                                               
(Par Call August 15, 2020 @100)
                                               
5.0% due August 15, 2023
   
420,000
     
426,423
     
509,460
     
420,000
     
427,403
     
493,945
 
 
                                               
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
     
345,819
     
300,000
     
300,000
     
332,571
 
 
                                               
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
     
1,020,659
     
1,137,020
     
1,000,000
     
1,027,216
     
1,156,410
 
 
                                               
New York NY Unlimited Tax
                                               
5.0% due August 1, 2023
   
510,000
     
563,504
     
618,237
     
510,000
     
570,873
     
608,935
 
 
                                               
N. Y.S. Thruway Authority
                                               
St Pers Income Tax Rev Transn
                                               
5.25% due March 15, 2019
   
750,000
     
788,031
     
923,520
     
750,000
     
794,503
     
934,725
 
 
                                               
N.Y. Unlimited Tax
                                               
5.0% due August 1, 2026
   
350,000
     
354,494
     
414,666
     
350,000
     
355,202
     
399,420
 
 
                                               
N.Y.S. Urban Development Corp.
                                               
Rev. Ref. Svc. Contract
                                               
(Par Call August 1, 2019)
                                               
5.0% due January 1, 2017
   
225,000
     
240,809
     
258,397
     
225,000
     
245,116
     
263,597
 

7

Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2013 and 2012

 
 
 
2013
     
2012
   
 
 
Principal
   
Amortized
   
Fair
     
Principal
   
Amortized
   
Fair
   
 
 
Amount
   
Cost
   
Value
     
Amount
   
Cost
   
Value
   
Revenue Backed (continued)
 
   
   
     
   
   
   
Pawling NY Central School District
 
   
   
     
   
   
   
Ref. Unlimited Tax
 
   
   
     
   
   
   
4.0% due November 15, 2015
 
$
330,000
   
$
351,043
   
$
356,179
     
$
330,000
   
$
359,311
   
$
365,594
   
 
                                                   
Port Authority of New York and New Jersey
                                                   
(Par Call October 1, 2016 @100)
                                                   
5.0% due October 1, 2027
   
300,000
     
304,137
     
336,495
       
300,000
     
305,389
     
338,334
   
 
                                                   
5.375% due March 1, 2028
   
150,000
     
154,648
     
188,955
       
150,000
     
154,961
     
186,150
   
 
                                                   
(Par Call January 15, 2016 @100)
                                                   
5.0% due July 15, 2030
   
200,000
     
199,858
     
219,542
       
200,000
     
199,806
     
221,562
   
 
                                                   
Starpoint NY Central School District
                                                   
Ref Unlimited Tax
                                                   
5.0% due June 15, 2018
   
850,000
     
990,492
     
1,011,475
       
850,000
     
1,016,623
     
1,015,606
   
 
                                                   
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
     
212,860
     
238,842
       
200,000
     
215,938
     
241,584
   
 
   
11,185,000
     
11,932,330
     
13,366,273
       
11,185,000
     
12,051,247
     
13,362,632
   
 
                   
33.5
%
(*)
                   
33.4
%
(*)
Pre-refunded
                                                   
Triborough Bridge & Tunnel Authority NY
                                                   
General Purpose Revs
                                                   
(Escrowed to Maturity)
                                                   
5.5% due January 1, 2017
   
720,000
     
721,283
     
795,089
       
1,000,000
     
1,010,124
     
1,111,890
   
 
                                                   
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
     
$
240,000
   
$
247,056
   
$
262,373
   
 
                                                   
Starpoint NY Central School District
                                                   
Ref Unlimited Tax
                                                   
5.0% due June 15, 2020
   
250,000
     
298,815
     
306,485
       
250,000
     
305,658
     
304,265
   
 
   
1,210,000
     
1,264,025
     
1,355,662
       
1,490,000
     
1,562,838
     
1,678,528
   
 
                   
3.4
%
(*)
                   
4.2
%
(*)

8

Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2013 and 2012

 
 
 
2013
     
2012
   
 
 
Principal
   
Amortized
   
Fair
     
Principal
   
Amortized
   
Fair
   
 
 
Amount
   
Cost
   
Value
     
Amount
   
Cost
   
Value
   
General Obligations
 
   
   
     
   
   
   
Oyster Bay New York
 
   
   
     
   
   
   
Pub Impt Unlimited Tax
 
   
   
     
   
   
   
5.0% due February 15, 2015
   
-
     
-
     
-
     
$
150,000
   
$
159,653
   
$
168,211
   
 
                                                   
General Obligations (continued)
                                                   
Plainview Old Bethpage New York Central
                                                   
School District Ref Unlimited Tax
                                                   
5.0% due December 15, 2020
   
250,000
     
278,244
     
319,340
       
250,000
     
281,945
     
320,423
   
 
                                                   
Riverhead NY Limited Tax
                                                   
4.0% due June 1, 2021
 
$
1,005,000
   
$
1,129,002
   
$
1,188,593
     
$
1,005,000
   
$
1,144,324
   
$
1,168,503
   
 
   
1,255,000
     
1,407,246
     
1,507,933
       
1,405,000
     
1,585,922
     
1,657,137
   
 
                   
3.8
%
(*)
                   
4.1
%
(*)
 
                                                   
Short-term
                                                   
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
       
770,000
     
772,781
     
806,028
   
 
   
-
     
-
     
-
       
-
     
-
     
-
   
 
Massapequa New York Union Free
                                                   
School District Unlimited Tax
                                                   
4.0% due June 15, 2013
   
300,000
     
300,805
     
301,302
       
300,000
     
307,190
     
311,418
   
 
                                                   
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
       
115,000
     
116,771
     
118,370
   
 
                                                   
Long Island Power Auth NY Elec Sys Rev
                                                   
5.5% due December 1, 2013
   
1,005,000
     
1,028,727
     
1,035,602
       
1,005,000
     
1,068,874
     
1,085,400
   
 
                                                   
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
       
365,000
     
374,363
     
400,295
   
 
                                                   
Erie County NY Indl Dev Agency
                                                   
Sch Fac Rev Sch Dist Buffalo Proj
                                                   
5.0% due May 1, 2014
   
250,000
     
259,147
     
261,860
       
250,000
     
268,268
     
271,467
   
 
   
2,450,000
     
2,490,179
     
2,513,572
       
2,805,000
     
2,908,247
     
2,992,978
   
 
                   
6.3
%
(*)
                   
7.5
%
(*)
 
                                                   
 
 
$
33,630,000
   
$
35,559,245
   
$
38,789,635
     
$
33,710,000
   
$
35,858,926
   
$
39,145,204
   
 
                   
97.3
%
(*)
                   
97.9
%
(*)
(*)   Represents percentage of net assets.
                                                   
 
                 
$
39,884,293
                     
$
39,975,636
   

9

Tridan Corp.
Statements of Operations
Years Ended April 30, 2013 and 2012

 
 
 
2013
   
2012
 
Investment income
 
   
 
 
 
   
 
Interest
 
$
1,706,720
   
$
1,744,814
 
 
               
Amortization of bond premium and discount - net
   
(413,564
)
   
(396,587
)
 
               
Total investment income
   
1,293,156
     
1,348,227
 
 
               
Expenses
               
 
               
Investment advisory fees
   
112,224
     
91,418
 
 
               
Custodian fees
   
7,889
     
7,776
 
 
               
Professional fees
   
132,050
     
131,125
 
 
               
Directors' fees
   
77,000
     
77,000
 
 
               
Administrative and accounting expenses
   
72,000
     
72,000
 
 
               
Insurance and other expenses
   
14,380
     
16,146
 
 
               
Total expenses
   
415,543
     
395,465
 
 
               
Net investment income
   
877,613
     
952,762
 
 
               
Realized and unrealized gain on investments
               
 
               
Net realized  gain on investments
   
27,167
     
17,661
 
 
               
Net unrealized (depreciation) appreciation on investments
   
(55,888
)
   
1,700,833
 
 
               
Net realized and unrealized gain (loss) on investments
   
(28,721
)
   
1,718,494
 
 
               
Net increase in net assets resulting from operations
 
$
848,892
   
$
2,671,256
 

10

Tridan Corp.
Statements of Changes in Net Assets
Years Ended April 30, 2013, 2012 and 2011

 
 
 
2013
   
2012
   
2011
 
 
 
   
   
 
Change in net assets resulting from operations
 
   
   
 
 
 
   
   
 
Net investment income
 
$
877,613
   
$
952,762
   
$
956,402
 
 
                       
Net realized gain on investments
   
27,167
     
17,661
     
11,278
 
 
                       
Unrealized appreciation on investments
   
(55,888
)
   
1,700,833
     
54,809
 
 
                       
Net increase in net assets resulting from operations
   
848,892
     
2,671,256
     
1,022,489
 
 
                       
Distributions to shareholders from
                       
Net investment income
   
(867,805
)
   
(930,915
)
   
(993,311
)
 
                       
Redemptions of shares
                       
5,625.2271 shares, 1,198.2381 shares and 1,225.9859 shares, respectively
   
(72,430
)
   
(15,396
)
   
(15,162
)
 
                       
Total increase (decrease)
   
(91,343
)
   
1,724,945
     
14,016
 
 
                       
Net assets
                       
Beginning of year
   
39,975,636
     
38,250,691
     
38,236,675
 
 
                       
End of year
 
$
39,884,293
   
$
39,975,636
   
$
38,250,691
 

11

Tridan Corp.
Notes to Financial Statements
Years Ended April 30, 2013 and 2012

 
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
Years Ended April 30, 2013 and 2012


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, 2013 and 2012.

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
Years Ended April 30, 2013 and 2012

 
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, 2013 was approximately $698,000.  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 adopted the disclosure and measurement requirements of FASB ASC 820, “Fair Value Measurements and Disclosure effective May 1, 2008 for its investments in municipal obligations. 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, 2013 and 2012.

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 the company has the ability to access.
14

Tridan Corp.
Notes to Financial Statements
Years Ended April 30, 2013 and 2012

 
 
Level 2
Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar 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 observableinputs are not available, representing the 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 considered as Level 1 instruments.
The following table presents the Company’s financial assets that are measured at fair value as of April 30, 2013 and 2012:

 
 
Quoted Prices for Identical Instruments
in Active Markets (Level 1)
 
 
 
April 30,
 
 
 
2013
   
2012
 
 
 
   
 
Investments in municipal obligations
 
$
38,789,635
   
$
39,145,204
 
Total investments at fair value
 
$
38,789,635
   
$
39,145,204
 

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

2.
Cash and Cash Equivalents

Cash and cash equivalents consisted of the following:

 
 
April 30,
 
 
 
2013
   
2012
 
 
 
   
 
Cash – demand deposits
 
$
697,561
   
$
444,442
 

3.
Accrued Liabilities

Accrued liabilities consisted of the following at:

 
 
April 30,
 
 
 
2013
   
2012
 
 
 
   
 
Accrued investment advisory and custodian fees (a)
 
$
66,620
   
$
38,059
 
Accrued fees - affiliate (b)
 
$
18,845
   
$
18,624
 
Accrued other:
               
Accrued audit fees (c)
 
$
28,239
   
$
29,124
 
Accrued administrative and accounting expenses
   
225
     
685
 
 
 
$
28,464
   
$
29,809
 

15


Tridan Corp.
Notes to Financial Statements
Years Ended April 30, 2013 and 2012
 
(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, 2013 and 2012, the Company incurred legal fees of approximately $85,000 and $84,000, 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, 2013 and 2012, 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 $1,984,000 and $1,841,000, respectively, for the year ended April 30, 2013 and $4,988,000 and $4,588,000, respectively, for the year ended April 30, 2012.

The U.S. Federal income tax basis (aggregate cost) of the Company’s investments, at April 30, 2013 and 2012, was approximately $35,559,000 and $35,859,000, respectively, and net unrealized appreciation, at April 30, 2013 and 2012, for U.S. Federal income tax purposes was approximately $3,230,000 and $3,286,000, respectively (gross unrealized appreciation of approximately $3,230,000 and $3,290,000, respectively; gross unrealized depreciation of approximately $0 and $4,000, respectively).

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

At April 30, 2013 and 2012, 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 approximately 33,472 shares and 37,100 shares, respectively, of outstanding common stock, at April 30, 2013 and 2012.  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, 2013 and 2012, 102,846.1766 shares ($1,218,171) and 97,220.9495 shares ($1,145,740), 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.
16

Tridan Corp.
Notes to Financial Statements
Years Ended April 30, 2013 and 2012 
 
The net asset values per share and the shares outstanding were as follows:

 
 
April 30,
 
 
 
2013
   
2012
 
 
 
   
 
Net asset value
 
$
12.88
   
$
12.89
 
Shares outstanding at:
               
April 30, 2013
   
3,096,253.8234
 
April 30, 2012
   
3,101,879.0505
 
 
6.
Distributions

During the years ended April 30, 2013, 2012 and 2011, distributions of $867,805 ($.28 per share), $930,915 ($.30 per share), $993,311 ($.32 per share) and 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, 2013, 2012 and 2011 were as follows:

 
 
2013
   
2012
   
2011
 
Distributions paid from investment income:
 
   
   
 
Tax-exempt investment income, net
 
$
867,805
   
$
930,915
   
$
993,156
 
Taxable investment income
   
-
     
-
     
155
 
 
 
$
867,805
   
$
930,915
   
$
993,311
 

As of April 30, 2013, 2012 and 2011, the components of distributable earnings on a tax basis were as follows:
 
 
 
2013
   
2012
   
2011
 
Over-distributed tax-exempt investment income, net
 
$
(21,790
)
 
$
(31,599
)
 
$
(53,446
)
Over-distributed taxable investment income
   
-
     
-
     
-
 
Over-undistributed capital gains (losses)
   
13,568
     
(13,599
)
   
(31,260
)
Unrealized appreciation of investments, net
   
3,230,390
     
3,286,278
     
1,585,445
 
 
 
$
3,222,168
   
$
3,241,080
   
$
1,500,739
 

Capital loss carryforwards as of April 30, 2013 and 2012 were $0 and $13,599, respectively. The Company had no capital reclassification related to permanent book/tax differences for years ending April 30, 2013, 2012 and 2011.  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, 2013 and 2012.
17

Tridan Corp.
Notes to Financial Statements
Years Ended April 30, 2013 and 2012

 
7.
Financial Highlights

Selected per share data and ratios are as follows:

 
 
For the Years Ended April 30,
 
 
 
2013
   
2012
   
2011
   
2010
   
2009
 
Per share operating performance:
 
   
   
   
   
 
(For a share of common stock outstanding throughout the year):
 
   
   
   
   
 
 
 
   
   
   
   
 
Net asset value, beginning of year
 
$
12.89
   
$
12.33
   
$
12.32
   
$
12.12
   
$
12.05
 
 
                                       
Income from investment operations:
                                       
Net investment income
   
.28
     
.31
     
.31
     
.34
     
.36
 
Net realized and unrealized gain
                                       
(loss) on investments
   
(.01
)
   
.55
     
.02
     
.20
     
.08
 
Total from investment operations
   
.27
     
.86
     
.33
     
.54
     
.44
 
Less distributions:
                                       
Dividends (from net investment income)
   
(.28
)
   
(.30
)
   
(.32
)
   
(.34
)
   
(.37
)
Capital gains
   
(.00
)
   
(.00
)
   
(.00
)
   
(.00
)
   
(.00
)
Total distributions
   
(.28
)
   
(.30
)
   
(.32
)
   
(.34
)
   
(.37
)
 
                                       
Net asset value - end of year
 
$
12.88
   
$
12.89
   
$
12.33
   
$
12.32
   
$
12.12
 
Per share market value - end of year
 
$
12.88
   
$
12.89
   
$
12.33
   
$
12.32
   
$
12.12
 
 
                                       
*Total investment return
   
2.10
%
   
6.97
%
   
2.68
%
   
4.46
%
   
3.65
%
 
                                       
Ratios/Supplemental Data:
                                       
Net assets, end of year (in 000s)
 
$
39,884
   
$
39,976
   
$
38,251
   
$
38,237
   
$
37,666
 
 
                                       
Ratio of expenses to average net assets
   
1.04
%
   
1.01
%
   
1.07
%
   
1.05
%
   
1.08
%
 
                                       
Ratio of net investment income to average net assets
   
2.20
%
   
2.43
%
   
2.51
%
   
2.78
%
   
3.07
%
 
                                       
Portfolio turnover rate
   
4.87
%
   
12.16
%
   
15.16
%
   
13.65
%
   
11.94
%
 
                                       
Average (simple) number of shares outstanding (in thousands)
   
3,099
     
3,102
     
3,104
     
3,105
     
3,107
 

* 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.
 
18

TRIDAN CORP.
ANNUAL MEETING OF SHAREHOLDERS – JULY 16, 2013
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 16 , 2013, 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, 2014;

(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:                , 2013
 
IMPORTANT:         Joint owners must EACH sign.  When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please give your full title.
 
19

 
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.