Tci International Inc · DEF 14A · For 2/13/96

Filed On 1/25/96   ·   SEC File 0-10877   ·   Accession Number 357064-96-2

Definitive Proxy Solicitation Material   ·   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                19±    97K 

Document Table of Contents

Sponsored Ads...

TCI                                                                             
TCI INTERNATIONAL, INC.                                                         

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS                                        
TO BE HELD FEBRUARY 13, 1996                                                    

To Our Stockholders:                                                            

   You are cordially invited to attend the Annual Meeting of Stockholders of TCI
International, Inc. which will be held at the Sheraton Inn - Sunnyvale,         
1100 N. Mathilda Avenue, Sunnyvale, California at 8:30 a.m. on February 13, 1996
for the following purposes:                                                     

1.   To elect two Class III directors to serve until the 1999 Annual Meeting and
until their successors have been elected and qualified;                         

2.   To consider and vote upon a proposal to approve the TCI International, Inc.
1995 Non-Employee Director Stock Option Plan;                                   

3.     To consider and vote upon a proposal to ratify the selection of KPMG Peat
Marwick LLP as independent public accountants for the fiscal year ending        
September 30, 1996; and                                                         

4.    To act upon such other business as may properly come before the meeting or
any adjournment or postponement thereof.                                        

The Board of Directors has fixed the close of business on January 5, 1996 as    
the record date for determining those stockholders who will be entitled to      
vote at the meeting.  The stock transfer books will not be closed between the   
record date and the date of the meeting.                                        

Representation of at least a majority of all outstanding shares of Common       
Stock of TCI International, Inc. is required to constitute a quorum.            
Accordingly, it is important that your shares be represented at the meeting.    
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,                                  
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT            
IN THE ENCLOSED ENVELOPE.  Your proxy may be revoked at any time prior to the   
time it is voted.                                                               

Please read the proxy material carefully.  Your vote is important and the       
Company appreciates your cooperation in considering and acting on the matters   
presented.                                                                      

Very truly yours,                                                               

John W. Ballard                                                                 
President                                                                       

Sunnyvale, California                                                           
January 22, 1996                                                                

Stockholders Should Read the Entire Proxy Statement                             
Carefully Prior to Returning Their Proxies                                      

PROXY STATEMENT                                                                 
FOR                                                                             
ANNUAL MEETING OF STOCKHOLDERS                                                  

To Be Held February 13, 1996                                                    

This Proxy Statement is furnished in connection with the solicitation by the    
Board of Directors of TCI International, Inc., a Delaware corporation, of       
proxies to be voted at the Annual Meeting of Stockholders to be held            
at 8:30 a.m. on February 13, 1996 at the Sheraton Inn - Sunnyvale,              
1100 N. Mathilda Avenue, Sunnyvale, California, or at any adjournments or       
postponements thereof, for the purposes set forth in the accompanying Notice    
of Annual Meeting of Stockholders.  TCI International, Inc. is a holding        
company which has two operating subsidiaries, Technology for Communications     
International ("TCI") and BR Communications.  Unless the context otherwise      
indicates, the term "Company" as used herein refers to TCI International, Inc.  
and its consolidated subsidiaries.  This Proxy Statement and the proxy card     
were first mailed to stockholders on or about January 22, 1996.                 

VOTING RIGHTS AND SOLICITATION                                                  

The close of business on January 5, 1996 was the record date for stockholders   
entitled to notice of and to vote at the Annual Meeting.  As of that date,      
TCI International, Inc. had 3,142,132 shares of common stock (the               
"Common Stock") issued and outstanding (excluding Treasury Stock held by the    
Company).  All such shares of the Common Stock outstanding on the record date   
are entitled to vote at the Annual Meeting, and stockholders of record          
entitled to vote at the meeting will have one (1) vote for each share on the    
matters to be voted upon.                                                       

Shares of the Common Stock represented by proxies in the accompanying form      
which are properly executed, and returned to the Company will be voted at the   
Annual Meeting of Stockholders in accordance with the stockholders'             
instructions contained therein.  In the absence of contrary instructions,       
shares represented by such proxies will be voted FOR the election of each       
director as described herein under "Proposal 1 - Election of Directors", FOR    
approval of the TCI International Inc. 1995 Non-Employee Director Stock Option  
Plan as described herein under "Proposal 2 - Approval of the TCI International, 
Inc. 1995 Non-Employee Director Stock Option Plan", and FOR ratification of the 
selection of accountants as described herein under "Proposal 3 - Ratification   
of Selection of Independent Public Accountants."  Management does not know of   
any matters to be presented at this Annual Meeting other than those set forth   
in this Proxy Statement and the Notice accompanying this Proxy Statement.  If   
other matters should properly come before the meeting, the proxy holders will   
vote on such matters in accordance with their best judgment.  Any stockholder   
has the right to revoke his or her proxy at any time before it is voted by      
delivering to the Secretary of the Company a written notice of revocation or a  
duly executed proxy bearing a later date or by attending the Annual Meeting and 
voting in person.                                                               

Assuming a quorum is present, the two nominees for Directors receiving the      
greatest number of votes cast at the meeting will be elected.  The affirmative  
vote of a majority of the shares represented at the meeting is required to      
approve the TCI International, Inc. 1995 Non-Employee Director Stock Option Plan
and the affirmative vote of a majority of the shares represented at the meeting 
is required to ratify the selection of the auditors for the Company.            
Abstentions and broker non-votes are each included in the determination of the  
number of shares present for quorum purposes.  Abstentions are counted in       
tabulations of the votes cast on proposals presented to stockholders, whereas   
broker non-votes are not counted for purposes of determining whether a proposal 
has been approved.                                                              

The entire cost of soliciting proxies will be borne by the Company.  Proxies    
will be solicited principally through the use of mails, but, if deemed          
desirable, may be solicited personally or by telephone, telegraph or special    
letter by officers, and regular Company employees for no additional             
compensation.  Arrangement may be made with brokerage houses and other          
custodians, nominees and fiduciaries to send proxies and proxy material to the  
beneficial owners of the Company's Common Stock, and such persons may be        
reimbursed for their expenses.                                                  

PROPOSAL 1                                                                      

ELECTION OF DIRECTORS                                                           

The members of the Board of Directors of TCI International, Inc. are classified 
into three classes, one of which is elected at each Annual Meeting of           
Stockholders to hold office for a three-year term and until successors of       
such class have been elected and qualified.  The nominees for the Board of      
Directors are set forth below.  The proxy holders intend to vote all proxies    
received by them in the accompanying form for the nominees for director listed  
below.  In the event that any nominee is unable or declines to serve as a       
director at the time of the Annual Meeting, the proxies will be voted for any   
nominee who shall be designated by the present Board of Directors to fill the   
vacancy.  In the event that additional persons are nominated for election as    
directors, the proxy holders intend to vote all proxies received by them for the
nominees listed below.  As of the date of this Proxy Statement, the Board of    
Directors is not aware of any nominee who is unable or will decline to serve as 
a director.  The current two Class III directors, Messrs. Hausman and Shillito, 
have reached the established Board of Director retirement age and will not      
be standing for reelection.                                                     

Nominees to Board of Directors                                                  

                    Class and Year
                   in which Term
Name            Principal Occupation       Will Expire            Age           

Donald C. Cox  Professor, Electrical       Class III; 1999        58            
Engineering, Stanford                             
University                                        

C. Alan Peyser President, Country Long     Class III; 1999        62            
Distance                                          

Donald C. Cox, a professor of Electrical Engineering at Stanford University,    
has held the Harold Trap Friis Professor of Engineering seat since 1993 and is  
the Director of Stanford's Center for Communications.  From 1991 to             
1993, he was Executive Director of Radio Research Department, Bellcore.         

C. Alan Peyser is currently President of Country Long Distance.  He was Chief   
Executive Officer of Cable and Wireless, Inc. from 1993 to 1995 and President   
of Cable and Wireless, Inc. from 1980 to 1993.  He has been a director of Cable 
and Wireless since 1993.  Mr. Peyser also serves as a director of Tridex, Inc.  

Directors Not Standing For Election                                             

                                              Class and Year
                                  Director   in which Term
Name               Principal Occupation      Since      Will Expire      Age    

Asaph H. Hall      Retired.                  1992       Class I; 1997    62     

E.M.T. Jones,      Retired.  Chairman of                                        
the Board of TCI                          
              International, Inc.       1987       Class I; 1997    71

John W. Ballard    President of TCI                                             
              International, Inc.       1987       Class II; 1998   62

Hamilton W. Budge  Retired.  Of counsel                                         
to Brobeck, Phleger                       
              & Harrison                1987       Class II; 1998   67

Asaph H. Hall, from 1991 to 1994, was Corporate Vice President-Information      
Systems and Administrative Services at General Dynamics and from 1984 to 1991   
was General Manager of General Dynamics Data Systems Division.  Mr. Hall has    
held various other positions at General Dynamics since 1977.  He serves on the  
Compensation Committee and Audit Committee.                                     

E.M.T. Jones, a founder of TCI, has been Chairman of the Board of the Company   
since 1990.  From 1985 to 1990, Dr. Jones served as Vice President, Development 
of TCI.  From 1974 to 1985 he was Executive Vice President of TCI.  From 1968   
to 1974 Dr. Jones served as Vice President, Engineering of TCI.  He has been a  
Director of TCI since 1968 and of the Company since 1987.  Dr. Jones is a member
of the Stock Option Committee.                                                  

John W. Ballard, a founder of TCI, became a Director of TCI in 1968 and has been
its President since 1974.  From TCI's founding until 1974 he served as Executive
Vice President and General Manager.  He has been President and Chief Executive  
Officer and a Director of the Company since 1987.  Mr. Ballard is a member of   
the Stock Option Committee.                                                     

Hamilton W. Budge is of counsel to Brobeck, Phleger & Harrison, the Company's   
general counsel.  He was a Director of TCI from 1968 until 1987, and became a   
Director of the Company in 1987.  Mr. Budge is a member of the Compensation     
Committee.  He is also a director of Pope & Talbot, Inc.                        

BOARD MEETINGS AND COMMITTEES                                                   

The Board of Directors of the Company held a total of four meetings during the  
fiscal year ended September 30, 1995.  Each Director attended (during the period
that he served) at least 75% of the aggregate of (i) the total number of        
meetings of the Board and (ii) the total number of meetings held by all         
committees of the Board on which he served.                                     

The Company has an Audit Committee, a Compensation Committee and a Stock Option 
Committee of the Board of Directors.  There is no nominating committee or       
committee performing the functions of a nominating committee.                   

The Audit Committee meets with the Company's financial management and its       
independent public accountants and reviews internal control conditions, audit   
plans and results, and financial reporting procedures. This Committee, which    
currently consists of Messrs. Hausman, Hall, Peyser and Shillito, held three    
meetings during the Company's last fiscal year.                                 

The Compensation Committee reviews and approves the Company's compensation      
arrangements for key employees.  This Committee, which currently consists of    
Messrs. Shillito, Budge, Cox and Hall, held two meetings during the last fiscal 
year.                                                                           

The Stock Option Committee has in the past administered the Company's 1981 Stock
Option Plan.  However, this Committee, which currently consists of Messrs.      
Ballard and Jones, no longer meets the three disinterested-person administration
requirement of Rule 16b-3, as in effect prior to the May 1, 1991 amendments,    
under the Securities Exchange Act of 1934.  Accordingly, the full Board must    
grant stock options to officers of the Company until such time as there are     
three or more disinterested individuals on this Committee or the administration 
of the 1981 Stock Option Plan is otherwise brought into compliance with the     
applicable requirements of amended Rule 16b-3.                                  

DIRECTOR REMUNERATION                                                           

Each non-officer member of the Board of Director was paid an annual retainer    
fee of $10,800 in fiscal year 1995 (prorated quarterly, for those directors     
serving a portion of the year) and was reimbursed for all out-of-pocket         
costs incurred in connection with their attendance at board meetings.           
Mr. Hausman received an additional annual retainer fee of $2,700 for his        
service as Chairman of the Audit Committee.  The Company also pays each         
non-officer Director $675 for each Board meeting attended, $450 for each        
committee meeting attended that is not held in conjunction with a Board meeting,
and $225 for each committee meeting attended that is held in conjunction with a 
Board meeting.  On July 14, 1995, Mr. Cox and Mr. Peyser were each granted a    
stock option for 2,500 shares of Common Stock with an exercise price of $8.75   
per share.  Each option has a maximum term of seven (7) years,                  
subject to earlier termination following the optionee's cessation of Board      
service, and will become exercisable for the option shares in a series of five  
(5) successive equal annual installments upon the optionee's completion of each 
year of Board service over the five (5)-year period measured from the grant     
date.  However, each option will become immediately exercisable for all the     
option shares upon an acquisition of substantially all of the Company's         
outstanding stock or assets.                                                    

In addition, each non-employee Board member will receive, over his or her       
continued period of Board service, a series of option grants under the 1995     
Non-Employee Director Stock Option Plan (the "Director Plan"), provided the     
Director Plan is approved by the stockholders at the Annual Meeting.            
The Director Plan was established on September 1, 1995, and on that date each   
of the following non-employee Board members received an option grant            
under the Director Plan for 10,000 shares of the Company's common stock:        
Messrs. Budge, Cox, Hall, Hausman, Peyser and Shillito.  Each option has an     
exercise price of $7.63 per share, the closing price of the Company's           
common stock on the grant date, as reported on the Nasdaq National Market.      
None of the options, however, will become exercisable for any of the option     
shares unless the stockholders approve the implementation of the Director       
Plan by voting in favor of Proposal 2 below.  For further information concerning
the terms and conditions of the September 1, 1995 option grants, please see the 
summary of the Director Plan set forth in Proposal 2 below.                     

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

The following table sets forth information regarding the beneficial ownership of
the Company's Common Stock as of January 5, 1996 by (i) each person who is known
to the Company to own beneficially more than 5% of the outstanding shares of the
Common Stock of the Company, (ii) each director, (iii) each officer listed in   
the Summary Compensation Table, and (iv) all directors and executive officers   
as a group.  All shares are subject to the named person's sole voting and       
investment power except where otherwise indicated.                              

                                                                  Shares Percent
Name and Address of Beneficial Owner                 Beneficially Owned Of Class

TCI International Inc. Employee                                                 
Stock Ownership Plan                              729,850(1)              23.2% 
c/o Bank of America NT&SA, Trustee                                              
1 South Van Ness Ave., San Francisco,                                           
California  94103                                                               

John W. Ballard                                 447,687(2)                14.2% 
c/o TCI International, Inc.                                                     
222 Caspian Drive, Sunnyvale,                                                   
California  94089                                                               

Athena Capital Management, Inc,                171,450(3)                  5.5% 
75 James Way, Southampton,                                                      
Pennsylvania  18966                                                             

E.M.T. Jones                                             167,468(2)         5.3%
c/o TCI International, Inc.                                                     
222 Caspian Drive, Sunnyvale,                                                   
California  94089                                                               

Hamilton W. Budge(4)                                4,000                      *
Asaph H. Hall(4)                                        7,500                  *
Arthur H. Hausman(4)                                  550                      *
Barry J. Shillito(4)                                3,100                      *

John W. Ballard III(2)(4)                             38,965                1.2%

All directors and executive                                                     
officers as a group                                                             
(7 persons) (1)(2)(4)                            669,270                   21.3%

(1)  Each of approximately 197 participants in the Company's Employee Stock     
Ownership Plan has sole voting power over all shares allocated to his or her    
account.  The Administrative Committee for the Employee Stock Ownership         
Plan, which includes Mr. John W. Ballard, an officer and director of the        
Company, has investment power over the assets of the Employee Stock Ownership   
Plan, subject to the terms and limitations of such Plan.  The Charles Schwab    
Trust Company serves as trustee in accordance with the terms of the Employee    
Stock Ownership Plan.                                                           

(2)  Includes shares allocated under the Employee Stock Ownership Plan to the   
participant's account through September 30, 1995.  Such shares are included in  
the aggregate holdings of the Employee Stock Ownership Plan (see footnote (1)). 

(3)  Athena Capital Management, Inc., an investment advisor registered under    
section 203 of the Investment Advisors Act of 1940 owns 171,450 shares according
to information contained in its Schedule 13G filed on January 31, 1995.         

(4)  Includes shares subject to options which are currently exercisable or will 
become exercisable prior to March 31, 1996.                                     

*  Percentage of shares beneficially owned does not exceed 1% of the class so   
owned.                                                                          

EXECUTIVE COMPENSATION                                                          

Summary of Cash and Certain Other Compensation                                  

The following table sets forth the compensation paid or accrued by the Company  
for the years ended September 30, 1995, 1994 and 1993 to the Chief Executive    
Officer, and to the one other executive officer of the Company during the fiscal
year ended September 31, 1995 (the "Named Officers").                           

                                                        · Enlarge/Download Table
SUMMARY COMPENSATION TABLE                                                                 


                                                         Long Term                         
                            Annual Compensation         Compensation                       

Name and Principal       Fiscal                     Securities Underlying     All Other    
Position                 Year   Salary(1)   Bonus     Options/SARs (#)     Compensation (2)

                                                                                           
John W. Ballard,         1995    $153,171  $30,000          ---                 $7,452     
President and Chief      1994     153,784   19,000          ---                  6,999     
Executive Officer of     1993     152,242   20,000          ---                 23,296 (3) 
the Company and TCI                                                                        

John W. Ballard III,                                                                       
Vice President Finance   1995     122,969   25,000         25,000                6,930     
of the Company;                                                                            
President BR                                                                               
Communications           1994     123,458   17,000          ---                  5,550     
and General Manager TCI  1993     121,581   17,500         30,000                4,549     

 (1)  Salary amounts include employee contributions under the Company's 401(k)
Plan                                                              
  (2)  Represents the Company's contribution under the Company's ESOP and 401(k)
Plan as follows:                                                  

                                                                · Download Table


                          Section 401(k)              Employee Stock     
                      Plan/Profit Sharing Plan        Ownership Plans    

                      1995      1994      1993     1995    1994    1993  
                                                                         
John W. Ballard      $6,052     $3,476    $3,391  $1,400   $3,523  $3,199

John W. Ballard III   5,647      2,819     2,432   1,283    2,731   2,117


(3)  Includes payment of $17,306 to reduce the accrued, but unused, vacation
hours from prior years.                                           

Stock Options                                                                   

The following table sets forth certain information concerning stock options     
granted in fiscal year 1995 under the Company's 1981 Stock Option Plan to each  
Named Officer.  No stock appreciation rights ("SARs") were granted during such  
fiscal year to any Named Officer.  The table also lists potential realizable    
values of such options on the basis of assumed annual compounded stock          
appreciation rates of 5% and 10% over the life of the options.                  

OPTION GRANTS IN LAST FISCAL YEAR                                               

                                                        · Enlarge/Download Table

                                         Percent of                            Potential Realizable Value at
                                         Total Options                         Assumed Annual Rates of      
                   Number of Securities  Granted to     Exercise               Stock Price Appreciation     
                   Underlying Stock      Employees in   Price Per  Expiration  for Option Term (3)          
Name               Options Granted (1)   Fiscal 1995    Share (2)  Date        5%          10%              
                                                                                                            
John W. Ballard III      25,000               8%        $4.25      12/2/2001   $43,254     $100,801         

(1)  The option was granted under the Company's 1981 Stock Option Plan with an  
exercise price equal to 100% of the fair market value of the option shares on   
the December 2, 1994 grant date.  The option has a maximum term of 7            
years measured from such grant date, subject to earlier termination upon the    
optionee's cessation of employment with the Company.  The option will become    
exercisable for the option shares in 5 equal and successive annual              
installments upon the optionee's continued period of employment with the Company
measured from the grant date.  The option will become immediately exercisable   
for all the option shares upon acquisition of substantially all the             
Company's outstanding stock or assets, unless the option is assumed by the      
acquiring entity.                                                               

(2)  The exercise price may be paid in cash, in shares of  Common Stock valued  
at fair market value on the exercise date or through a cashless exercise        
procedure involving a same-day sale of the purchased shares.  The Company may   
also finance the option exercise by loaning the optionee sufficient funds to pay
the exercise price for the purchased shares and the federal and state tax       
liability incurred in connection with the exercise.  The Plan Administrator     
also has the authority to reprice outstanding options through the cancellation  
of those options and the grant of replacement options with a exercise price     
equal to the lower fair market value of the option shares on the regrant date.  

(3)  The potential realizable value is reported net of the option price, but    
before any income taxes associated with exercise.  These amounts represent      
assumed annual compounded rates of appreciation at 5% and 10% only from the     
date of grant to the expiration of the option.  There is no assurance provided  
to any executive officer or any other holder of the Company's securities that   
the actual stock price appreciation over the option term will be at the assumed 
5% and 10% levels or at any other defined level.  Unless the market price of the
Common Stock does in fact appreciate over the option term, no value will be     
realized from the option grants made to the named individual.                   

Option/SAR Exercises and Holdings                                               

The following table provides information with respect to the Named Officers     
concerning the exercise of stock options during the 1995 fiscal year and the    
unexercised options held by such individuals at the end of the 1995             
fiscal year.  No stock options or SARs were exercised during the 1995 fiscal    
year, nor were any SARs outstanding at the end of such fiscal year.             

AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND                     
FY-END OPTION/SAR VALUE                                                         

                                                        · Enlarge/Download Table


                                                Number of Unexercised       Value of Unexercised In-the-Money
                     Shares                     Options/SARs at FY-End (#)  Options/SARs at FY-End (1)       
                     Acquired         Value                                                                  
Name                 on Exercise (#)  Realized  Exercisable/Unexercisable   Exercisable/Unexercisable        
                                                                                                             
John W. Ballard III       None          None         32,400/35,600               $104,875/$134,500           


 (1)  Value based upon the closing selling price of the Company's Common Stock
on September 30, 1995 on the Nasdaq National Market ($8.125 per share) less the 
exercise price payable per share.                                               

Employment Contract and Change of Control Arrangements                          

The Company does not presently have any employment contracts in effect with the 
Chief Executive Officer or its other executive officer.  As indicated in        
footnote (1) to the table entitled "Option Grants in Last Fiscal Year,"         
the shares subject to option grants made to date under the Company's 1981 Stock 
Option Plan will immediately vest upon an acquisition of the Company, unless the
options are assumed by the acquiring entity.                                    

Compensation Committee and Board of Directors Report on Executive Compensation  

The Compensation Committee of the Board of Directors is composed entirely of    
independent outside directors.  The Committee is responsible for reviewing and  
approving the compensation policies for all employees, including all officers,  
whose annual compensation is in excess of $100,000.  The Stock Option Committee 
has in the past administered the Company's 1981 Stock Option Plan.  However, the
Stock Option Committee, which currently consists of Messrs. Ballard and Jones,
no longer meets the three disinterested-person administration requirement of    
Rule 16b-3, as in effect prior to the May 1, 1991 amendments,  under the        
Securities Exchange Act of 1934.  Accordingly, the full Board must grant stock  
options to officers of the Company until such time as there are three or        
more disinterested individuals on this Stock Option Committee or the            
administration of the 1981 Stock Option Plan is otherwise brought into          
compliance with the applicable requirements of amended Rule 16b-3.              

The objective of the Compensation Committee is to establish a comprehensive     
program for the Company's executive officers which will (i) allow the Company to
attract and retain the services of highly qualified individuals,                
(ii) tie executive compensation directly to the Company's business and          
performance objectives and (iii) reward outstanding individual performance that 
contributes to the Company's growth and long term success.                      

In general, the compensation package for executive officers is comprised of     
three elements: (i) base salary which reflects individual performance and is    
designed primarily to be marginally competitive with salary levels of           
similarly sized companies both within and without the industry which compete    
with the Company for executive talent, (ii) annual variable performance awards  
payable in cash and tied to the achievement of performance targets,             
and (iii) long term stock based incentive awards which strengthen the mutuality 
of interest between the executive officers and the Company's stockholders.      

The Compensation Committee annually evaluates the executive officers' base      
compensation and bonus eligibility compared with surveyed executive compensation
for similar sized companies and divisions published by the American Electronics 
Association.  Eligibility for bonuses is generally based on a weighted          
evaluation taking into account the overall performance of the Company, the      
Compensation Committee's evaluation of each participant's contribution to such  
performance, and progress made towards the attainment of long term growth       
objectives.  The Compensation Committee meets with the Chief Executive Officer  
(the "CEO") to review his evaluation of the officers' performance and           
eligibility for bonuses and then reconvenes without the CEO's presence to       
evaluate his performance.  The Committee gives a report on its meeting to the   
full Board of Directors.                                                        

For purposes of the stock price performance graph which appears latter in this  
Proxy Statement, the Company has selected the S&P Aerospace/Defense Index as the
industry index.  However, in selecting companies to survey for compensation     
purposes, the Compensation Committee considered many factors including          
geographic location, growth rate, annual revenue and profitability, and market  
capitalization.  The Compensation Committee also considered companies outside   
the industry which may compete with the Company in recruiting executive         
talent.  For this reason, there was no meaningful correlation between companies 
surveyed for compensation data and the companies included in the S&P Aerospace  
Index.                                                                          

The base salary level for the Company's executive officers for fiscal 1995 was  
at the 36th percentile of the base salary paid by companies in the peer group   
survey taken into consideration for comparative compensation purposes.          
In fiscal 1995 the Company's executive officers received a 3.5% increase in base
salary compensation over salary levels paid in fiscal 1994.                     

For fiscal 1995, the Compensation Committee established a bonus pool to be      
distributed on a discretionary basis among executives and managers of the       
Company and its subsidiaries provided certain financial performance             
benchmarks were met.  For fiscal 1995, the Compensation Committee recommended to
the full Board of Directors that Mr. John W. Ballard and Mr. John W. Ballard III
receive bonuses of $30,000 and $25,000 respectively, in recognition of their    
performance.                                                                    

For fiscal 1996, the Compensation Committee has again established a bonus pool  
to be distributed on a discretionary basis among executives and managers of the 
Company and its subsidiaries.  The basis of distribution of this pool will be   
subjective, but is generally tied to the achievement of corporate and divisional
goals as detailed in the Company's most recent strategic plan.  More            
specifically, these goals relate to progress on new product                     
introduction efforts and achievement of certain profitability and other         
financial milestones.                                                           

Stock options are considered a component of the total compensation of officers. 
All stock options are granted under the 1981 Stock Option Plan and are intended 
to align the interests of each officer-optionee with those of the stockholders  
and provide them with a significant incentive to manage the Company from the    
prospective of an owner with an equity interest in the success of the business. 
The size of the option grant made to each executive officer under the 1981 Plan 
is based upon that individual's current position with the Company, internal     
comparability with option grants made to other Company executives and the       
individual's potential for future responsibility and promotion over the option  
term.  The Board of Directors also takes into account the existing equity       
holdings, whether in shares or in vested or unvested stock options, of the      
executive officer in determining the appropriate level of equity incentive to   
provide for each officer.  However, the Board of Directors does not adhere to   
any specific guidelines as to the relative option holdings of the Company's     
executive officers.  During fiscal 1995, Mr. John W. Ballard III                
received an option to purchase 25,000 shares of Company stock at $4.25,         
exercisable as to 20% of the option shares after December 2, 1995 and as to an  
additional 20% of the optioned shares after each December 2 thereafter through  
December 2, 1999.                                                               

CEO Compensation.  In setting the compensation payable to the Company's CEO,    
the Compensation Committee has sought to achieve two objectives: (i) establish  
a level of base salary competitive with that paid by companies within the       
industry which are of comparable size to the Company and by companies outside   
of the industry with which the Company competes for executive talent, and (ii)  
make a significant percentage of the total compensation package contingent upon 
performance.                                                                    

The base salary established for the CEO on the basis of the foregoing criteria  
is intended to provide him with a level of stability and certainty each year.   
However, this element of compensation historically has been affected to         
some degree by the Company's profitability.  In fiscal year 1995, the CEO's     
salary component of compensation was at the 35th percentile of the base salary  
in effect for chief executive officers of the same peer group companies which   
were included in the survey reviewed by the Compensation Committee for          
comparative compensation purposes.  The balance of the compensation, a cash     
bonus of $30,000, earned by the CEO for fiscal year 1995 was entirely           
dependent upon performance and provided no dollar guarantee.  Because of the    
significant equity holdings the CEO currently has in the Company, no stock      
option grants have, to date, been made to the CEO under the Company's 1981      
Stock Option Plan.                                                              

Deduction Limit for Executive Compensation.  Section 162(m) of the Internal     
Revenue Code, enacted in 1993, generally disallows a tax deduction to publicly  
held corporations for compensation exceeding $1 million paid to certain         
executive officers.  It is not expected that the compensation to be paid to the 
Company's executive officers for fiscal year 1996 will exceed the $1 million    
limit per officer.  Accordingly, the Compensation Committee has not             
at this time instituted any changes to its compensation policies to take into   
account the new $1 million limitation.                                          

The Compensation Committee          The Board of Directors                
    Barry J. Shillito                                    John W. Ballard
Hamilton W. Budge                             Hamilton H. Budge 
Asaph H. Hall                                    Donald C. Cox  
Donald C. Cox                                    Asaph H. Hall  
                                                               Arthur H. Hausman
                                                                  Alan C. Peyser
                                                               Barry J. Shillito
                                                                    E.M.T. Jones

Performance Graph                                                               

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN                                 
AMONG COMPANY, S&P 500 INDEX AND S&P AEROSPACE/DEFENSE INDEX                    

(on file)                                                                       

Notwithstanding anything to the contrary set forth in any of the Company's      
previous filings under the Securities Act of 1933 or the Securities Exchange    
Act of 1934 that might incorporate future filings of the Company,               
including this Proxy Statement in whole or in part, the preceding Performance   
Graph and Report of Compensation  Committee and Board of Directors shall not be 
incorporated by reference into any such filings, nor shall such graph           
or report be incorporated by reference into any future filings.                 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

No member of the Compensation Committee is a former or current officer or       
employee of the Company or any of its subsidiaries.  However, two members of    
the Board of Directors, Messrs. Ballard and Jones, are executive                
officers of the Company.  No executive officer of the Company serves as a member
of the Board of Directors or Compensation Committee of any entity which has an  
executive officer serving as a member of the Company's Board                    
of Directors or Compensation Committee.                                         

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934            

Section 16(a) of the Securities Exchange Act of 1934 requires the Company'      
directors and executive officers, and persons who own more than ten percent of  
a registered class of the Company's equity securities, to file with the         
Securities and Exchange Commission initial reports of ownership and reports of  
changes  in ownership of Common Stock.  Officers, directors and greater than    
ten-percent stockholders are required by SEC regulation to furnish the          
Company with copies of all Section 16(a) forms they file.                       

Based solely upon review of the copies of such reports furnished to the Company 
and written representation that no other reports were required, the Company     
believes that there was compliance for the fiscal year ended September 31, 1995 
with all Section 16(a) filing requirements applicable to its officers, directors
and greater than ten-percent beneficial stockholders.                           

PROPOSAL 2                                                                      

APPROVAL OF THE TCI INTERNATIONAL, INC. 1995 NON-EMPLOYEE                       
DIRECTOR STOCK OPTION PLAN                                                      

The stockholders are being asked to vote on a proposal to approve the           
implementation of the 1995 Non-Employee Director Stock Option Plan              
(the "Director Plan") pursuant to which eligible non-employee members           
of the Company's Board of Directors will receive automatic option grants made   
at designated intervals over their period of continued service on the Board.    
The Director Plan became effective on September 1, 1995, and the initial        
option grants under the Director Plan were made on that date, subject to        
stockholder approval of the Director Plan at the 1996 Annual Meeting.           

The Director Plan is an equity incentive program designed to attract and retain 
highly-qualified individuals to serve as non-employee members of the Company's  
Board of Directors.  The following is a summary of the principal features of the
Director Plan.  The summary, however, does not purport to be a complete         
description of all the provisions of the Director Plan.  Any stockholder who    
wishes to obtain a copy of the actual plan document may do so by written request
to the Corporate Secretary at the Company's executive offices.                  

Eligibility                                                                     

   Eligibility for automatic option grants under the Director Plan is limited to
(i) those individuals serving as non-employee Board members on September 1, 1995
and (ii) those individuals first elected or appointed as non-employee Board     
members after such date. In no event, however, will any non-employee Board      
member be eligible to participate in the Director Plan if such individual has   
previously been in the Company's employ.                                        

As of January 5, 1996, there were six (6) non-employee Board members eligible   
to participate in the Director Plan.                                            

Issuable Shares                                                                 

Shares of the Company's common stock will be issuable under the Director Plan   
and will be drawn from either the Company's authorized but unissued shares of   
common stock or from reacquired shares of common stock, including shares        
repurchased by the Company on the open market.  The total number of shares of   
common stock issuable in the aggregate under the Director Plan and the Company's
1981 Stock Option Plan (the "1981 Plan") may not exceed the 1,100,000 shares    
which have been reserved for issuance over the term of the 1981 Plan, and only  
292,885 shares of this reserve remained available for issuance in the aggregate 
under the two plans after August 31, 1995.  Accordingly, the implementation of  
the new Director Plan will not effect any increase in the number of shares      
of common stock already reserved for issuance to officers, employees and        
non-employee Board members through the 1981 Plan and will not result in any     
additional dilution of stockholder interests.                                   

Should one or more outstanding options under the Director Plan or the 1981 Plan 
expire or terminate for any reason prior to exercise in full, then the shares of
common stock subject to the portion of each option not so exercised will be     
available for subsequent option grant under either the Director Plan or the     
1981 Plan.                                                                      

In the event any change is made to the common stock issuable under the Director 
Plan by reason of any stock split, stock dividend, recapitalization, combination
of shares, exchange of shares or other change affecting the outstanding common  
stock as a class without the Company's receipt of consideration, appropriate    
adjustments will be made to (i) the maximum number and/or class of securities   
issuable in the aggregate under the Director Plan and the 1981 Plan, (ii) the   
number and/or class of securities for which automatic option grants are to be   
subsequently made under the Director Plan to newly-elected or continuing        
non-employee Board members, and (iii) the number and/or class of securities and 
price per share in effect under each option outstanding under the Director      
Plan.                                                                           

Automatic Option Grants                                                         

Each individual who was serving as an eligible non-employee Board member on the 
September 1, 1995 effective date of the Director Plan automatically received on 
that date an option to purchase 10,000 shares of common stock.  Each individual 
who first becomes an eligible non-employee Board member after September 1,      
1995, whether through election by the Company's stockholders or appointment by  
the Board, will automatically receive, at the time of such initial election     
or appointment, a similar option grant to purchase 10,000 shares of             
common stock.                                                                   

Additional grants will automatically be made under the Director Plan as         
follows:                                                                        

         - At the Annual Stockholders Meeting held in the calendar year in which
occurs the third anniversary of the grant date of the initial         
    10,000-share automatic option grant made to the non-employee Board member,
that individual will automatically be granted an option to            
purchase an additional 6,000 shares of common stock, provided such    
individual is continuing to serve as a Board member.                  

         - At every third Annual Stockholders Meeting following the Stockholders
  Meeting at which the non-employee Board member receives his or her first
    6,000-share option grant, such individual will automatically be granted an
additional option to purchase 6,000 shares of common stock, provided  
such individual is continuing to serve as a Board member.             

There will be no limit on the number of such 6,000-share option grants any one  
non-employee Board member may receive over his or her period of Board service.  

New Plan Benefits                                                               

On the September 1, 1995 effective date of the Director Plan, each of the       
following non-employee Board members received an automatic option grant for     
10,000 shares of common stock with an exercise price of                         
$7.63 per share:  Messrs. Budge, Cox, Hall, Hausman, Peyser and Shillito.  None 
of these options, however, will become exercisable in whole or in part unless   
the stockholders approve the Director Plan at the Annual Meeting.               

Price and Exercisability                                                        

The exercise price per share of common stock subject to each automatic option   
grant will be equal to one hundred percent (100%) of the fair market value per  
share on the automatic grant date.  For such purpose, the                       
fair market value per share will be deemed equal to the closing selling price   
per share of common stock on the Nasdaq National Market on the date in question.
On January 5, 1996, the fair market value per share determined on such basis    
was $8.63.                                                                      

The exercise price is payable in cash or in shares of common stock.  The        
exercise price may also be paid through a same-day sale program pursuant to     
which a designated brokerage firm will effect an immediate sale of              
the shares purchased under the option and pay over to the Company, out of the   
sale proceeds available on the settlement date, sufficient funds to cover the   
exercise price of the purchased shares.                                         

Each automatic grant will be immediately exercisable for any or all of the      
option shares.  However, any shares purchased under the option will be subject  
to repurchase by the Company, at the exercise price paid per                    
share, upon the optionee's cessation of Board service prior to vesting in those 
shares.  The shares subject to each option will vest, and the Company's         
repurchase right will lapse, as follows:  one third of the option shares will   
be fully-vested on the grant date of the option, and the balance of the option  
shares will vest in two (2) successive equal annual installments over the       
optionee's period of continued service as a Board member, with the first such   
installment to vest upon the optionee's completion of one (1) year of Board     
service measured from the grant date.  In no event will any additional option   
shares vest after the optionee's cessation of Board service.                    

Non-Transferability.                                                            

During the optionee's lifetime, each automatic option grant will generally be   
exercisable only by the optionee and will not be assignable or transferable     
other than by will or by the laws of descent and distribution                   
following the optionee's death or in connection with the optionee's divorce or  
other marital separation proceedings.                                           

Option Term.                                                                    

Each automatic grant will have a maximum term of ten (10) years, subject to     
earlier termination upon the optionee's cessation of Board service.             

Should the optionee die or become permanently disabled while serving as a       
Board member, then the shares of common stock at the time subject to each       
automatic option grant held by such individual will immediately                 
vest in full (and the Company's repurchase right with respect to such shares    
will terminate), and the optionee (or the representative of the optionee's      
estate or the person or persons to whom the option is transferred upon the      
optionee's death) will have a twelve (12)-month period following the date of    
the optionee's cessation of Board service in which to exercise such option for  
any or all of those vested shares.                                              

Stockholder Rights.                                                             

The holder of an automatic option grant will have no stockholder rights with    
respect to any shares subject to such option until such individual exercises the
option and pays the exercise price for the purchased shares.                    

Change in Control Provisions                                                    

In the event of any of the following transactions (a "Change in Control"):      

         (i) a merger or consolidation in which the Company is not the surviving
 entity, except for a transaction the principal purpose of which is to
change the State in which the Company is incorporated,              

     (ii) the sale, transfer or other disposition of all or substantially all of
the Company's assets in complete liquidation or dissolution of the
Company,                                                          

    (iii) any reverse merger in which the Company is the surviving entity but in
      which securities possessing more than fifty percent (50%) of the total
 combined voting power of the Company's outstanding securities are
transferred to person or persons different from the persons     
holding those securities immediately prior to such merger, or   

      (iv) the acquisition by any person or related group of persons (other than
the Company or a person that directly or indirectly controls, is  
controlled by, or is under common control with, the Company) of   
   beneficial ownership of securities possessing more than fifty percent
   (50%) of the total combined voting power of the Company's outstanding
    securities pursuant to a tender or exchange offer made directly to the
Company's stockholders,                                           

the shares of common stock at the time subject to each outstanding automatic    
option but not otherwise vested will automatically vest in full so that each    
such option will, immediately prior to the specified effective date for the     
Change in Control, become fully exercisable for all of the shares of common     
stock at the time subject to that option and may be exercised for all or any    
portion of those shares as fully-vested shares.  Immediately following the      
consummation of the Change in Control, each automatic option grant will         
terminate and cease to be outstanding, except to the extent one or more such    
grants are assumed by the successor entity or its parent corporation.           

The automatic option grants outstanding under the Director Plan will in no way  
affect the right of the Company to adjust, reclassify, reorganize or otherwise  
change its capital or business structure or to merge, consolidate, dissolve,    
liquidate or sell or transfer all or any part of its business or assets.        

Plan Amendments                                                                 

The Board has complete and exclusive power and authority to amend or modify the 
Director Plan in any or all respects whatsoever.  However, the Director Plan,   
together with the option grants outstanding thereunder, may not in general be   
amended at intervals more frequently than once every six (6) months.  In        
addition, the Board may not, without the approval of the Company's stockholders,
amend the Director Plan to (i) materially increase the maximum number of shares 
issuable in the aggregate under the Director Plan and the 1981 Plan or the      
number of shares for which an option is to be granted to each newly-elected or  
continuing non-employee Board member, except for permissible adjustments in the 
event of certain changes in the Company's capital structure, (ii) materially    
modify the eligibility requirements for plan participation or (iii) materially  
increase the benefits accruing to plan participants.                            

Effective Date and Term of Director Plan                                        

The Director Plan became effective on September 1, 1995, and the initial        
automatic option grants under the Director Plan were made on that date.  The    
Director Plan will terminate upon the earlier of (i) August 31, 2005 or (ii) the
date on which all shares available for issuance under the Director Plan and the 
1981 Plan have been issued pursuant to the exercise of outstanding options.  If 
the date of termination is determined under clause (i) above, then all option   
grants outstanding on such date will thereafter continue to have force and      
effect in accordance with the provisions of the instruments evidencing those    
grants.                                                                         

Tax Consequences                                                                

Options granted under the Director Plan will be nonstatutory options which do   
not satisfy the requirements of Section 422 of the Internal Revenue Code.  No   
taxable income will be recognized by an optionee upon the grant of the          
nonstatutory option, but the optionee will normally recognize ordinary income   
in the year in which the option is exercised.  The amount of such ordinary      
income will be equal to the excess of the fair market value of the purchased    
shares on the exercise date over the option exercise price paid for the shares. 

Special provisions of the Internal Revenue Code apply to the acquisition of     
unvested shares of the Company's common stock under a nonstatutory option.      
These special provisions may be summarized as follows:                          

   - If the shares acquired upon exercise of the nonstatutory option are subject
to repurchase by the Company at the original option exercise price in the 
event of the optionee's termination of Board service prior to vesting in  
  those shares, then the optionee will not recognize any taxable income at the
time of exercise but will have to report as ordinary income, as and when  
the optionee vests in the shares, an amount equal to the excess of (i) the
fair market value of the shares on the date the optionee vests in those   
shares over (ii) the option exercise price paid for such shares.          

  - The optionee may, however, elect under Section 83(b) of the Internal Revenue
Code to include as ordinary income in the year of exercise of the         
nonstatutory option an amount equal to the excess of (i) the fair market  
value of the purchased shares on the exercise date over (ii)              
the option exercise price paid for such shares.  If the Section 83(b)     
election is made, the optionee will not recognize any additional income as
and when he or she vests in such shares.                                  

The Company will be entitled to a business expense deduction equal to the amount
of ordinary income recognized by the optionee with respect to the exercised     
nonstatutory option.  The deduction will in general be allowed for the taxable  
year of the Company in which such ordinary income is recognized by the          
optionee.                                                                       

Stockholder Approval                                                            

The affirmative vote of the majority of shares of the Company's common stock    
present or represented by proxy at the Annual Meeting and entitled to vote on   
Proposal 2 is required for approval of the implementation of the Director Plan. 
If such stockholder approval is not obtained, then all options previously       
granted under the Director Plan will terminate without ever becoming exercisable
for any of the option shares, and no further options will be granted under the  
Director Plan.  However, non-employee Board members would continue to remain    
eligible to receive discretionary option grants from time to time under the     
1981 Plan.                                                                      

Because the Board believes that an equity incentive program is necessary to     
attract and retain the services of highly-qualified non-employee Board members, 
the Board recommends that the stockholders vote IN FAVOR of Proposal 2.         

PROPOSAL 3                                                                      

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS                     

The Board of Directors of Registrant, at its meeting held on January 16, 1996,  
and upon the prior recommendation of its Audit Committee, retained KPMG Peat    
Marwick LLP, independent public accountants, to replace the firm of Deloitte &  
Touche LLP as independent public accountants for Registrant, effective          
January 16, 1996.                                                               

In connection with its audits for the years ended September 30, 1995 and 1994   
and in subsequent interim period preceding the engagement with KPMG Peat        
Marwick LLP, there have been no disagreements with Deloitte & Touche LLP on any 
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of      
Deloitte & Touche LLP, would have been referred to in their report.             

Deloitte & Touche LLP's report on the Registrant's financial statements for the 
years ended September 30, 1995 and 1994 contained no adverse opinion or         
disclaimer of opinion nor was it qualified as to uncertainty, audit             
scope, or accounting principles.                                                

The firm of KPMG Peat Marwick LLP was selected to serve as independent public   
accountants for the Company for the fiscal year ending September 31, 1996.      
Although the selection of KPMG Peat Marwick LLP is not required to be submitted 
to a vote of the stockholders, the Board of Directors believes it appropriate   
as a matter of policy to request that the stockholders ratify the selection of  
the independent public accountants for fiscal year 1996.  In the event that     
stockholders fail to ratify the selection of KPMG Peat Marwick LLP, the Board of
Directors would reconsider such selection.                                      

The Company anticipates that a representative of KPMG Peat Marwick LLP will be  
present at the Annual Meeting to respond to appropriate questions and to make a 
statement if such representative desires to do so.                              

STOCKHOLDER PROPOSALS                                                           

Stockholders proposals intended to be considered at the 1997 Annual Meeting must
be received by the Company no later than September 18, 1996.  The proposal must 
be mailed to the Company's principal executive offices, 222 Caspian Drive,      
Sunnyvale, California 94089, Attention: John W. Ballard III.  Such proposals    
may be included in next year's Proxy Statement if they comply with certain rules
and regulations promulgated by the SEC.                                         

OTHER MATTERS                                                                   

Management does not know of any matters to be presented at this Annual Meeting  
other than those set forth herein and in the Notice accompanying this Proxy     
Statement.                                                                      

It is important that your shares be represented at the meeting, regardless of   
the number of shares which you hold.  YOU ARE, THEREFORE, URGED TO EXECUTE      
PROMPTLY AND RETURN THE ACCOMPANYING PROXY IN THE ENVELOPE WHICH HAS BEEN       
ENCLOSED FOR YOUR CONVENIENCE.  Stockholders who are present at the meeting     
may revoke their proxies and vote in person or, if they prefer, may abstain from
voting in person and allow their proxies to be voted.                           

BY ORDER OF THE BOARD OF DIRECTORS                                              

John W. Ballard                                                                 
President and Chief Executive Officer                                           

January 22, 1996                                                                
Sunnyvale, California                                                           

Dates Referenced Herein   and   Documents Incorporated By Reference

This DEF 14A Filing		Date		Other Filings
		9/30/93
		9/30/94
		12/2/94
		1/31/95
		7/14/95
		8/31/95
		9/1/95
		9/30/95		10-K
		10/1/95
		12/2/95
		1/5/96
		1/16/96
		1/22/96
Filed On / Filed As Of		1/25/96
For The Period Ended		2/13/96
		3/31/96		10-Q
		9/18/96
		9/30/96		10-K, DEF 14A
		10/1/96
		12/2/99
		8/31/5
Top				List All Filings