SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for Use of the,
Commission Only (as permitted
by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Amertranz Worldwide Holding Corp.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
AMERTRANZ WORLDWIDE HOLDING CORP.
7304 WEST MARKET STREET
GREENSBORO, NORTH CAROLINA 27409
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
DECEMBER 15, 1997
To the Shareholders of Amertranz Worldwide Holding Corp.:
The Annual Meeting of Shareholders of Amertranz Worldwide Holding Corp.
(the "Company") will be held at The Inn at Great Neck, 22 Cuttermill Road, Great
Neck, New York, on Monday, December 15, 1997 at 1:00 p.m., Eastern Daylight
Time, for the following purposes:
1. To elect five directors to serve for the ensuing year and until
the election of their successors;
2. To consider and act upon a proposal to amend the Company's 1996
Stock Option Plan to increase the number of shares available for
the grant of options thereunder; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed November 14, 1997 as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
meeting.
By Order of the Board of Directors
Philip J. Dubato
Secretary
Greensboro, North Carolina
November 15, 1997
IMPORTANT - YOUR PROXY IS ENCLOSED
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN, AND MAIL THE ACCOMPANYING FORM OF PROXY TO THE COMPANY AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE
UNITED STATES.
<PAGE>
AMERTRANZ WORLDWIDE HOLDING CORP.
7304 WEST MARKET STREET
GREENSBORO, NORTH CAROLINA 27409
(910) 668-7500
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of
Amertranz Worldwide Holding Corp. (the "Company") in connection with the Annual
Meeting of Shareholders to be held on Monday, December 15, 1997, or at any
adjournments thereof, for the purposes set forth in the accompanying notice of
the meeting. The Board of Directors has fixed the close of business on November
14, 1997 as the record date (the "Record Date") for the determination of
shareholders entitled to notice of, and to vote at, the meeting. On that date,
there were outstanding 7,981,544 shares of the Company's Common Stock par value
$.01 per share (the "Shares"), exclusive of Shares held in the Company's
treasury.
Each record holder of Shares on the Record Date is entitled to one vote
for each Share held on all matters to come before the meeting, including the
election of directors. Shares may be voted in person or by proxy. The
accompanying proxy may be revoked by the person giving it at any time prior to
its being voted by filing a written notice of such revocation with the Secretary
of the Company or by attending the meeting and voting in person.
BENEFICIAL OWNERSHIP
The following table reflects the names and addresses of the only
persons known to the Company to be the beneficial owners of 5% or more of the
Shares outstanding as of the Record Date. For purposes of calculating beneficial
ownership, Rule 13d-3 of the Securities Exchange Act of 1934 requires inclusion
of Shares that may be acquired within sixty days of the Record Date. Unless
otherwise indicated in the footnotes to this table, beneficial ownership of
shares represents sole voting and investment power with respect to those Shares.
Name and Address Shares Beneficially Percent
of Beneficial Owner Owned of Class
Wrexham Aviation Corp.(1)(2) 3,982,870 49.3%
112 East 25th Street
Baltimore, Maryland 21218
TIA, Inc.(1)(2)(3) 3,982,870 49.3%
112 East 25th Street
Baltimore, Maryland 21218
Richard A. Swirnow(1)(2)(3) 3,982,870 49.3%
112 East 25th Street
Baltimore, Maryland 21218
Christopher A. Coppersmith 810,000 10.1%
201 West Carob Street
Compton, California 90220
1
<PAGE>
Caribbean Freight System, Inc.(1)(2) 640,500 8.0%
112 East 25th Street
Baltimore, Maryland 21218
(1) Represents all of the Shares owned or controlled by TIA, Inc. ("TIA") and
Caribbean Freight System, Inc. ("CFS"), and includes 100,000 Common Stock
Purchase Warrants owned by TIA. See footnote 2. Swirnow Airways Corp.
("Swirnow Airways") owns the majority interest in Wrexham Aviation Corp.
("Wrexham"). Stuart Hettleman, a Director and President of the Company, is
an executive officer and non-controlling stockholder of Swirnow Airways and
an executive officer of Wrexham. Richard A. Swirnow is, indirectly, the
controlling stockholder of Swirnow Airways.
(2) Includes (i) 640,500 Shares owned by CFS, and (ii) 580,370 Shares with
respect to which TIA has been granted proxies. (See footnote 3, below). 51%
of the issued and outstanding stock of CFS, and voting control of all of
the issued and outstanding shares of CFS, is held by TIA. Ninety percent of
the issued and outstanding stock of TIA is owned and controlled by Wrexham.
In addition, Stuart Hettleman and Richard A. Faieta, directors and
executive officers of the Company, are executive officers of TIA and CFS
and Mr. Faieta is a non-controlling stockholder of TIA. Messrs. Hettleman
and Faieta disclaim beneficial ownership of all Shares owned by TIA and CFS
and do not share voting and/or investment power over the Shares owned by
TIA and CFS.
(3) Michael Barsa, a director, Bruce Brandi, an executive officer of the
Company, and certain other stockholders have granted to TIA irrevocable
proxies to vote an aggregate of 580,370 Shares for control of the Company's
Board of Directors until certain Company obligations to TIA and CFS have
been repaid. As a result, TIA may retain the right to vote these Shares
owned by those shareholders until at least February 6, 2001.
ELECTION OF DIRECTORS
At the 1997 Annual Meeting, five directors will be elected to hold
office for the ensuing year and until their successors are elected and qualify.
Under Delaware law and the Company's By-laws, (i) a quorum for the Annual
Meeting consists of a majority of the issued and outstanding Shares present in
person or by proxy and entitled to vote, and (ii) directors are elected by a
plurality of the votes of the Shares present in person or by proxy and entitled
to vote. Consequently, withholding of votes, abstentions and broker non-votes
with respect to Shares otherwise present at the Annual Meeting in person or by
proxy will have no effect on the outcome of this vote.
Unless otherwise specified in the proxy, it is the present intention of
the persons named in the accompanying form of proxy to vote such proxy for the
election as directors of the five nominees listed below. Pursuant to the
Company's By-laws, the five nominees were nominated by the Board of Directors.
If, due to unforeseen contingencies, any of the nominees designated below shall
not be available for election, the persons named in the accompanying form of
proxy reserve the right to vote such proxy for such other person or persons as
may be nominated for director by the management of the Company so as to provide
a full Board. Management has no reason to believe that any nominee will be
unable to serve if elected.
<TABLE>
<CAPTION>
Principal Occupation Director
Name Age During the Last Five Years Since
<S> <C> <C>
Michael Barsa 52 Vice President and Chief Financial Officer of Steriltx 1996
(USA), Inc. (a privately-held medical supply company)
since January 1997; Chairman of Opt Soft, Inc. (a
software development company) since January 1997;
2
<PAGE>
Vice President and Secretary of the Company,
February 1996 through December 1996; Executive Vice
President and Chief Financial Officer of Amertranz
Worldwide, Inc., September 1994 through February
1996; Senior Vice President of Allstate Legal Supply
Company from 1989 through September 1994
Christopher Coppersmith 47 President of Target Airfreight, Inc. since November 1997
1996; Executive Vice President and Chief Operating
Officer of Target Airfreight, Inc. prior thereto
Brian K. Coventry 32 Vice President (since January 1996) and Assistant 1996
Vice President (December 1993 through December
(1995), Corporate Finance, GKN Securities Corp.;
Associate, Private Placements, Kemper Securities, Inc.,
January 1993 through November 1993; Assistant Vice
President, Leveraged Funding Group, Heller Financial,
February 1992 through January 1993; Associate
Investment Manager, Corporate Finance Division,
Westinghouse Credit Corp., 1988 through February 1992
Richard A. Faieta 51 Executive Vice President of the Company since 1996
February 1996; President and Chief Executive
Officer of TIA and CFS since April 1992;
Vice President-Operations of LEP Profit
International Corporation (a domestic and
international freight forwarder) from 1987
through 1991
Stuart Hettleman 47 President and Chief Executive Officer 1996
of the Company since February 1996; Vice
President of TIA since 1990; Executive Vice
President of CFS since 1991
</TABLE>
During the fiscal year ended June 30, 1997, the Board of Directors held
five regular and special meetings, and each incumbent director attended all of
such meetings.
Committees of the Board of Directors
In the fiscal year ended June 30, 1997, the Company did not have any
standing audit, nominating or compensation committees of the Board of Directors,
or committees performing similar functions.
Compliance With Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that the Company's directors and executive officers and each person who
owns more than 10% of the Company's Shares, file with the Securities and
Exchange Commission an initial report of beneficial ownership and subsequent
reports of changes in beneficial ownership of the Shares. To the Company's
knowledge, all reports required to be so filed by such persons have been filed
on a timely basis. The Company believes that all of its directors and executive
officers, and all person owning
3
<PAGE>
beneficially more than 10% of the Shares, complied with all filing requirements
applicable to them with respect to transactions during the fiscal year ended
June 30, 1997.
Director Compensation
During the Company's fiscal year ended June 30, 1997, those directors
who were employed by the Company received no additional compensation for serving
as a director. Directors are eligible to participate in the Company's 1996 Stock
Option Plan. During the Company's fiscal year ended June 30, 1997, no options
were granted to directors.
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended June 30, 1997, the Company did not have a
compensation committee, and all deliberations concerning executive officer
compensation and all determinations with respect thereto were made by the
Company's Board of Directors.
INFORMATION REGARDING SHARE OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the
beneficial ownership of the Shares as of the Record Date by (i) each executive
officer of the Company named in the Summary Compensation Table included
elsewhere in this Proxy Statement, (iii) each current director and each nominee
for election as a director and (iv) all directors and executive officers of the
Company as a group. For purposes of calculating beneficial ownership, Rule 13d-3
of the Securities Exchange Act of 1934 requires inclusion of Shares that may be
acquired within sixty days of the Record Date. Unless otherwise indicated in the
footnotes to this table, beneficial ownership of shares represents sole voting
and investment power with respect to those Shares.
<TABLE>
<CAPTION>
Name of Beneficial Owner Shares Beneficially Owned Percent of Class
<S> <C> <C> <C>
Michael Barsa(1)(2) 361,010 4.4%
Bruce Brandi(1) 49,958 0.6%
Christopher Coppersmith 810,000 10.1%
Brian K. Coventry 0 --
Richard A. Faieta(3) 50,000 0.6%
Stuart Hettleman(3) 50,000 0.6%
All directors and executive officers
as a group (4 persons)(1)(2)(3) 1,320,968 15.9%
<FN>
(1) See footnote (3) under "Beneficial Ownership".
(2) Includes options to purchase 154,477 Shares and 80,000 Common Stock
Purchase Warrants.
(3) Includes options to purchase 37,500 Shares and 12,500 Common Stock Purchase
Warrants. Does not include Shares owned by TIA and CFS. See "Beneficial
Ownership". Stuart Hettleman and Richard A. Faieta, directors and executive
officers of the Company, are executive officers of TIA and CFS and Mr.
Faieta is a non- controlling stockholder of TIA. Messrs. Hettleman and
Faieta disclaim beneficial ownership of all Shares owned by TIA and CFS and
do not share voting and/or investment power over the Shares owned by TIA
and CFS.
</FN>
</TABLE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table reflects, with respect to the Chief Executive
Officer and each executive officer of the Company whose annual compensation
exceeded $100,000 in the fiscal year ended June 30, 1997, the aggregate
4
<PAGE>
amounts paid to or accrued for such officers as compensation for their services
in all capacities during the fiscal years ended June 30, 1997 and 1996:
Name and
Principal Position Year Salary(1) Options
Stuart Hettleman 1997 $ 130,000 ---
President and 1996 --- 75,000(2)
Chief Executive Officer
Richard A. Faieta 1997 $ 150,000 ---
Executive Vice President 1996 $ 59,375 75,000(2)
Philip J. Dubato 1997 $ 50,000 ---
Vice President and 1996 --- ---
Secretary
Bruce Brandi 1997 $ 150,000 ---
President of Amertranz 1996 $ 59,261 42,590(3)
Worldwide, Inc. subsidiary
- - -------------------
(1) While the named executive officers enjoyed certain perquisites for fiscal
year ended June 30, 1997, these did not exceed the lesser of $50,000 or 10%
of each officers' salary and bonus.
(2) 37,500 of such options are currently exercisable. 18,750 of such options
become exercisable on the date the Company's EBITDA for its fiscal year
ended June 30, 1998 has been determined if the Company's EBITDA for its
fiscal year ending June 30, 1998 exceeds $750,000. 18,750 of such options
become exercisable at any time after January 1, 1999, if the Company's
EBITDA for its fiscal year ended June 30, 1998 exceeds $750,000.
(3) 28,393 of such options were vested and exercisable as of June 30, 1997, and
the 14,197 balance of such options vested and became exercisable on October
10, 1997.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
The following table sets forth, for each of the executive officers
named in the Summary Compensation Table, information with respect to the
exercise of stock options during the Company's fiscal year ended June 30, 1997
and holdings of unexercised options at the end of the fiscal year:
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options/SARs in-the-Money Options/SARs
Name at Fiscal Year End at Fiscal Year End($)(1)
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Stuart Hettleman............................ 37,500 37,500 0 0
Richard A. Faieta........................... 37,500 37,500 0 0
Philip J. Dubato............................ 0 0 0 0
Bruce Brandi................................ 28,393 14,197 $45,145 $22,573
- - ----------------------------------
<FN>
(1) Based on the excess of (i) the aggregate market value (closing price on the
NASDAQ SmallCap Market) of the underlying shares on June 30, 1997 over (ii)
the aggregate exercise price of the options.
</FN>
</TABLE>
5
<PAGE>
Executive Employment Agreements
Stuart Hettleman and Richard A. Faieta each entered into an employment
agreement with the Company effective July 3, 1996. Each such employment
agreement provides that the respective officers are employed for a period of
three years (subject to renewal for successive three-year periods) at an annual
base salary of $130,000 and $150,000 for Mr. Hettleman and Mr. Faieta,
respectively. The base salary will increase on each anniversary of the
respective employment agreements by an amount equal to .5% of the then current
base salary for each $100,000 of the Company's earnings before interest, taxes,
depreciation and amortization ("EBITDA") for the fiscal year ended prior to such
anniversary date. Furthermore, each such officer is entitled to incentive
compensation in excess of base salary for each fiscal year of the Company during
the term of employment, in an amount equal to 1% of the base salary in effect at
the end of such fiscal year for each $100,000 of the Company's EBITDA for such
fiscal year. Each such officer has also been granted an option to purchase
75,000 shares of Common stock pursuant to the company's Stock Option Plan. If
either officer's employment agreement is terminated by the Company other than
for cause or if the officer elects to terminate employment following either (i)
a material breach of the agreement by the Company, (ii) failure by the Company
to offer renewal of the employment agreement at its expiration upon terms at
least as favorable as those in effect at that time, or (iii) an event generally
constituting a change in control of the Company, such officer shall be entitled
to receive one of the following, (at the officer's election): (a) all
compensation and benefits under the agreement for the balance of the term, (b)
299% of the sum of the base salary and incentive compensation paid to him in
respect of the fiscal year ended prior to termination, or (c) the present value
of his base salary and incentive compensation payable for the balance of the
term of the agreement (assuming certain increases in base salary and levels of
incentive compensation over the balance of the term of the agreement). In
addition, all unexercisable stock options will thereupon become immediately
exercisable. Each employment agreement generally prohibits the officer from
soliciting directly or indirectly, any existing customer or employee of the
Company for a period of two years following termination of employment.
Pursuant to the terms of an Employment Agreement dated September 26,
1994, as amended February 7, 1996, Bruce Brandi is employed by Amertranz
Worldwide, Inc., the Company's wholly-owned subsidiary, for a term of five years
commencing October 10, 1994. The employment agreement provides for an annual
salary of $150,000, with an increase of $7,500 on the second anniversary date.
During 1995, Mr. Brandi deferred $30,250 of his salary which amount will be paid
by February, 1999. The employment agreement provides that if Mr. Brandi is
discharged for cause he may not solicit, directly or indirectly, any existing
customer or employee of the Company for a period of two years. If the Company
terminates Mr. Brandi's employment for any other reason, it may enforce these
restrictions if it continues to pay his salary.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
For the fiscal year ended June 30, 1997, the compensation of the
Company's executive officers was determined by the Board of Directors.
Compensation Philosophy. The philosophy of the Board with respect to
executive compensation is to ensure that the interests of management and
employees are identical to the interests of the Company's owners - the
shareholders. To that end, the Board has implemented and will continue to
implement a compensation strategy that includes base salary and cash bonus, as
well as incentive stock options which will reward management for adding
shareholder value. Base salary has been established at levels which are
necessary to attract and retain a high caliber of management, and cash bonuses
are designed to provide short-term rewards for current accomplishments.
Incentive stock options provide management with a long-term investment in the
Company, the value of which is dependent upon their success in maximizing
shareholder values.
This approach to employee remuneration carries through to salary and
incentive compensation for the Company's non-management personnel, as well. The
Company's 1996 Stock Option Plan is designed to reward the
6
<PAGE>
Company's valuable employees for their individual contributions to the
profitability of the Company and provide them with a long-term interest in the
Company's success.
The compensation of Messrs. Hettleman and Faieta, as the President and
Executive Vice President of the Company, respectively, is based upon the overall
performance of the Company and its management. As the senior management, these
individuals are responsible for the overall condition of the Company, and their
performance is rewarded on objective criteria based on reaching certain
financial benchmarks.
It is the intention of the Board to review the Company's executive
compensation structure to insure that the Company has the continued ability to
attract and retain the high caliber executive talent. To that end, the Board
will take into account salaries of senior management of companies of similar
size within the freight forwarding industry.
Base Salary. Base salary for senior management for fiscal year 1997 was
based upon salaries paid to such personnel in the preceding year.
Salary Increases and Incentive Bonuses. Salary increases and incentive
bonuses for senior management during the terms of their respective employment
agreements are dependent on the Company's financial performance.
Stock Option Plan. To promote the best long-term benefits to the
Company and its shareholders, the Company has a 1996 Stock Option Plan ("Plan")
under which directors, officers and employees may be granted awards of stock
options. The purpose of the Plan is to provide equity-based incentive
compensation based on the long-term appreciation in value of the Company's
Shares and to promote the interests of the Company and its shareholders by
encouraging greater management ownership of the Company's Shares. Most of the
options granted or to be granted under the Plan vest over a period of several
years, thereby providing a long-term incentive and encouraging a long-term
relationship between the employee and the Company.
Awards under the Plan will be made to employees who have demonstrated
significant management potential or who have the capacity for contributing in a
substantial measure to the successful performance of the Company. Currently, a
maximum of 402,348 Shares may be issued under the Plan, and options to purchase
245,200 Shares are outstanding.
BOARD OF DIRECTORS
Michael Barsa
Christopher A. Coppersmith
Brian K. Coventry
Richard A. Faieta
Stuart Hettleman
7
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on
the Company's Shares for the period June 28 1996 through June 30, 1997 with the
cumulative total return for the same period for the NASDAQ Composite (U.S.)
Index and a peer group index comprised of: Eagle USA Air Freight, Inc., The
Harper Group, Inc., Air Express International Corporation, Fritz Companies,
Inc., and Pittston Burlington, Inc. Dividend reinvestment has been assumed and,
with respect to the companies in the peer group, the returns of each company
have been weighted to reflect its stock market capitalization relative to that
of the other companies in the group. The Company's Shares commenced trading on
June 28, 1996, and, consequently, the Shares traded for only one day during the
Company's fiscal year ended June 30, 1996. Other than the following graph, all
information in this Proxy Statement, including executive compensation, is with
respect to the Company's fiscal year ended June 30, 1997. Accordingly, the
information presented in the following graph does not relate to the other
information presented in this Proxy Statement.
TOTAL RETURN TO STOCKHOLDERS
(Assumes $100 investment on June 28, 1996)
[GRAPH]
- - ----------------------------------------------------------------------------
Total Return Analysis
6/28/96 6/30/97
- - ----------------------------------------------------------------------------
Amertranz Worldwide Holding Corp. $100.00 $ 29.00
- - ----------------------------------------------------------------------------
Peer Group $100.00 $ 99.00
- - ----------------------------------------------------------------------------
Nasdaq Composite $100.00 $122.00
- - ----------------------------------------------------------------------------
Source: Carl Thompson Associates. Data from Bloomberg Financial Markets
8
<PAGE>
CERTAIN RELATIONSHIPS AND TRANSACTIONS
TIA Loan
Commencing in October, 1995, The Company's Amertranz Worldwide, Inc.
subsidiary received advances aggregating $800,000 pursuant to a loan from TIA,
Inc. ("TIA Loan"). The TIA loan bears interest at the rate of 12% per annum and
is secured by a lien on all the Company's assets subordinated only to the lien
granted to BNY Financial Corp. ("BNY"), pursuant to the terms of the Company's
$10 million revolving Accounts Receivable and Security Agreement ("BNY
Facility") with BNY.
The Company's indebtedness under the TIA Loan has matured, but is
subordinated to the Company's obligations under the BNY Facility, and may only
be repaid to the extent of the Company's "Excess Cash Flow", defined as 80% of
the difference between (i) the Company's earnings before interest, taxes,
depreciation and amortization, less (ii) interest on the Company's obligations
to BNY, capital expenditures and payments for income taxes. As of June 30, 1997,
the Company had $953,073 (including $153,073 of accrued interest) outstanding
under the TIA Loan.
In February 1996, pursuant to the terms of an Assets Exchange Agreement
("Exchange Agreement") TIA and CFS contributed their freight forwarding business
to the Company (which the Company contributed to its wholly owned subsidiary,
Caribbean Air Services, Inc. ("CAS")) in consideration for 2,100,000 Shares and
a note in the original principal amount of $10,000,000 ("Exchange Note") bearing
interest at the rate of 8% per annum. In June 1996 TIA and CFS exchanged
$2,000,000 principal amount of the Exchange Note for 200,000 shares of the
Company's Class A Preferred Stock reducing the principal balance to $8,000,000.
On July 3, 1996 the Company paid $2,000,000 of the proceeds from the Company's
initial public offering ("IPO") to reduce the principal balance to $6,000,000.
The Company's indebtedness under the Exchange Note is subordinated to
the Company's obligations under its BNY Facility, and may only be repaid to the
extent of the Company's Excess Cash Flow. As of June 30, 1997, the Company had
outstanding balances of $6,680,200 (including $680,200 of accrued interest)
under the Exchange Note.
As part of the transaction in February 1996 whereby TIA and CFS
contributed their freight forwarding assets to the Company, TIA and CFS also
agreed to advance to CAS, on a revolving loan basis, an amount up to the net
collections of TIA's and CFS's accounts receivable as of February 7, 1996 and
additional amounts in the discretion of TIA and CFS, up to an aggregate maximum
of $4,000,000 outstanding at any time, pursuant to the terms of a Revolving
Credit Promissory Note ("Revolver Note"). Funds advanced under the Revolver Note
with respect to the TIA and CFS accounts receivable do not bear interest prior
to maturity. Discretionary advances under the Revolver Note bear interest at the
greater of (i) 1% per month, or (ii) a fluctuating rate equal to the prime rate
of interest as published in the Wall Street Journal plus 4%.
Advances under the Revolver Note may be used only for ordinary, current
operating expenses of CAS unless TIA and CFS consent to another use of such
funds. All obligations under the Revolver Note are guaranteed by the Company and
its Amertranz Worldwide, Inc. subsidiary. All obligations under the Revolver
Note and the guarantees thereof are secured by a first priority lien on all of
the issued and outstanding shares of CAS, a first priority lien on all of the
assets of the Company and CAS, and a lien on the accounts receivable of the
Amertranz Worldwide, Inc. subsidiary, subordinate only to the first priority
lien granted to BNY in connection with the BNY Facility and the second position
lien granted to TIA in connection with the TIA Loan. On January 16, 1997, upon
the closing of the BNY Facility, the Company repaid $3,570,768 of the Revolver
Note. The balance of the Company's indebtedness under the Revolver Note has
matured, but is subordinated to the Company's obligations under its BNY
Facility, and may only be repaid to the extent of the Company's Excess Cash
Flow. As of June 30, 1997, the Company had outstanding borrowing of $500,754
under the Revolver Note.
9
<PAGE>
Under the terms of Cargo Aircraft Charter Agreement dated February 28,
1994, as amended, (the "L-1011 Charter"), CAS has exclusive rights, until June
30, 1998, to the use of a Lockheed L-1011 freighter aircraft that is operated by
Tradewinds Airlines, Inc. ("Tradewinds Air") between the Company's Borinquen,
Puerto Rico location and its Greensboro, North Carolina and Hartford,
Connecticut locations. Under the terms of the L-1011 Charter, the L-1011
aircraft must be available at all times for use by the Company, as needed. While
the Company is guaranteed the use of the L-1011 aircraft as needed, the Company
pays only for its actual use of the aircraft at market rates. Under the terms of
the Exchange Agreement, all of the Company's freight between Puerto Rico and the
continental United States must be transported on the L-1011 aircraft pursuant to
the L-1011 Charter unless TIA and CFS consent to other transport, and the L-1011
Charter may not be terminated without the consent of TIA and CFS. Payments to
Tradewinds Air under the L-1011 Charter during the year ended June 30, 1997
totalled $18,058,697. Tradewinds Air is owned by Tradewinds Holdings, Inc., of
which TIA owns approximately 30%. To date, Tradewinds Acquisition Corporation
has not paid any dividends, but to the extent it ever pays any dividends or
makes any other distributions, TIA will benefit from such dividends and/or
distributions.
In a bridge financing concluded by the Company in May 1996, (i) TIA
received 100,000 Shares and 200,000 Share purchase warrants for an aggregate
loan to the Company of $500,000, and (ii) Michael Barsa received 25,000 Shares
and 50,000 Share purchase warrants for an aggregate loan to the Company of
$125,000. Both these loans were repaid with aggregate interest of $13,870 from
the proceeds of the IPO.
On May 8, 1997, the Company acquired (by merger into the Company's
Target Airfreight, Inc. subsidiary) Target Air Freight, Inc. (a California
corporation) a Los Angeles-based freight forwarder ("Air Freight"). Under the
terms of the merger, the Company issued 900,000 Shares and paid $400,000 to Air
Freight's stockholders, of which 810,000 Shares were issued, and $360,000 was
paid, to Christopher A. Coppersmith. Following the merger, Mr. Coppersmith
became a director of the Company.
All transactions between the Company and its officers, directors,
principal shareholders or other affiliates have been on terms no less favorable
than those that are generally available from unaffiliated third parties. Any
such future transactions will be on terms no less favorable to the Company than
could be obtained from an unaffiliated third party on an arms length basis and
will be approved by a majority of the Company's independent and disinterested
directors.
PROPOSAL TO AMEND THE 1996 STOCK OPTION PLAN
The Plan
The Company's 1996 Stock Option Plan (the "Plan"), was adopted by the
Company's Board of Directors and was approved by its shareholders in June 1996.
A total of 402,348 Shares have been reserved for issuance under the Plan.
Options may be granted under the Plan to employees, officers and directors of
the Company and its subsidiaries.
The Plan is administered by the Stock Option Committee of the Company's
Board of Directors (the "Options Committee"), consisting of Stuart Hettleman and
Richard A. Faieta. The Options Committee has the authority, within limitations
as set forth in the Plan, to interpret the terms of the Plan and establish rules
and regulations concerning the Plan, to determine the persons to whom options
may be granted, the number of Shares to be covered by each option, and the
exercise price and other terms and provisions of the option to be granted. In
addition, the Options Committee has the authority, subject to the terms of the
Plan, to determine the appropriate adjustments in the terms of each outstanding
option in the event of a change in the Shares or the Company's capital
structure.
Options to purchase a maximum of 75,000 Shares may be, and have been,
granted to each of Messrs. Hettleman and Faieta pursuant to automatic granting
provisions of the Plan. See "Executive Compensation". No other options may be
granted to Messrs. Hettleman and Faieta under the Plan. While other directors
and officers
10
<PAGE>
of the Company are eligible to participate in the Plan, no options have yet been
granted to any officer or director under the Plan, and any grants in the future
will be in the discretion of the Options Committee.
Options granted under the Plan may be either incentive stock options
("ISOs") within the meaning of Section 422 of the Internal Revenue Code, or
non-qualified stock options ("NQSOs"), as the Options Committee may determine.
The exercise price of an option will be fixed by the Options Committee on the
date of grant, except that (i) the exercise price of an ISO granted to any
individual who owns (directly or by attribution) Shares possessing more than 10%
of the total combined voting power of all classes of outstanding stock of the
Company (a "10% Owner") must be at least equal to 110% of the fair market value
of the Shares on the date of grant, and (ii) the exercise price of an ISO
granted to any individual other than a 10% Owner must be at least equal to the
fair market value of the Shares on the date of the grant. Any options granted
must expire within ten years from the date of grant (five years in the case of
an ISO granted to a 10% Owner). Shares subject to options granted under the Plan
which expire, terminate, or are canceled without having been exercised in full
become available again for option grants. No options shall be granted under the
Plan more than ten years after the adoption of the Plan.
On October 27, 1997, the last sale price per Share, as reported by the
Nasdaq SmallCap Market, was $1.9375.
The Amendment
As of June 30, 1997, options to purchase 245,200 Shares were
outstanding under the Plan, leaving only an additional 157,148 Shares available
for options to be granted thereafter under the Plan (in addition to any options
forfeited pursuant to the terms of the Plan which are then available for
re-issuance under the Plan). The Board of Directors believes that it is in the
best long-term interest of the Company and its shareholders to have available
under the Plan a sufficient number of options to allow broad participation by
all of the Company's directors and employees, thereby providing equity-based
incentive compensation to those personnel whose efforts increase the value of
the Shares for the Company's shareholders. Since most of the options granted
under the Plan vest over a period of several years, the Plan also encourages a
long-term relationship between the Company and its employees.
Subject to shareholder approval, the Board of Directors has approved an
increase of 597,652 Shares to be available for grants of options under the Plan,
thereby raising the total number of shares available for options under the Plan
to 1,000,000.
Federal Income Tax Aspect
ISOs. A participant in the Plan realizes no income upon the grant of an
ISO. A Plan participant who holds his/her Shares for two years after the grant
of the option and for one year after he/she receives the Shares upon exercise of
the option, generally will not incur any federal income tax liability upon
receipt of the Shares pursuant to the exercise. However, the spread between the
exercise price and the fair market value of the Shares at the time of exercise
will be includable in alternative minimum taxable income for the year of
exercise. After satisfying such holding periods, upon a disposition of the
Shares at a price greater than the option exercise price, the optionee will
realize taxable capital gain. Whether such capital gain or capital loss is
long-term or short-term will depend upon the period of time the optionee holds
the Shares once they are acquired. The Company will not be allowed a deduction
for federal income tax purposes in connection with the grant or exercise of an
ISO; however, if the optionee does not comply with the holding periods, he/she
will realize ordinary income in the year of sale equal to the difference between
the exercise price and the value of the underlying Shares on the date of
exercise (or the sale price if lower where the sale is to an unrelated party).
Where the sale price is lower than the fair market value of the Shares on the
date of exercise and the sale is to an unrelated party, and the exercise and
sale occur within the same taxable year, the amount included in alternative
minimum taxable income will be the amount of the sale price. In such a case, the
Company would be entitled to a deduction in an amount equal to the ordinary
income realized by the optionee.
11
<PAGE>
NQSOs. Employees and non-employee directors will realize no income upon
the grant of a NQSO. Generally, however, the holder of a NQSO will realize
taxable ordinary income at the time of the exercise of his/her option in an
amount equal to the excess of the fair market value of the Shares acquired at
the time of exercise over the exercise price of the option, and the Company will
be entitled to a deduction for the amount included in the optionee's income.
Upon the sale of the Shares acquired upon exercise, the optionee would realize
capital gain or capital loss. Whether such capital gain or capital loss is
long-term or short-term will depend upon the period of time the optionee holds
the Shares once they are acquired.
The Board of Directors unanimously recommends that you vote FOR
approval of the proposed amendment to the Plan. The affirmative vote of holders
of a majority of Shares present (in person or by proxy) and voted at the 1997
Annual Meeting is needed to approve the proposed amendment to the Plan.
Consequently, withholding votes, abstentions and broker non-votes will have no
effect on the outcome of this vote.
OTHER MATTERS
The Board of Directors is not aware of any other matter which may be
presented for action at the Annual Meeting, but should any other matter
requiring a vote of the shareholders arise, it is intended that the proxies will
be voted with respect thereto in accordance with the best judgment of the person
or persons voting the proxies, discretionary authority to do so being included
in the proxy.
The cost of soliciting proxies will be borne by the Company.
Arrangements will be made with brokerage firms and other custodians, nominees
and fiduciaries to forward solicitation materials to the beneficial owners of
the Shares held of record by such persons, and the Company will reimburse them
for their reasonable out-of-pocket expenses. Officers and directors may also
solicit proxies.
The Board of Directors has selected the firm of Arthur Andersen LLP as
the Company's independent public accountants for the current fiscal year. Arthur
Andersen LLP has served as the Company's independent public accountants since
inception. Representatives of Arthur Andersen LLP are expected to be present at
the meeting, and will have the opportunity to make a statement if they desire to
do so and to respond to appropriate questions.
The five nominees for election as directors who receive a plurality of
the votes cast at the Annual Meeting for the election of directors will be
elected. In respect of any other matter, the affirmative vote of the holders of
a majority of the shares present at the meeting, in person or by proxy, and
entitled to vote in respect of that matter is necessary to approve the matter.
As a matter of policy, the Company will accord confidentiality to the
votes of individual shareholders, whether submitted by proxy or ballot, except
in limited circumstances, including any contested election, or as may be
necessary to meet legal requirements. The Company will retain an independent
tabulator to receive and tabulate the proxies and ballots and independent
inspectors of election to certify the results.
Any shareholder desiring to present a proposal at the 1998 Annual
Meeting of Shareholders and wishing to have that proposal included in the Proxy
Statement for that meeting must submit the same in writing to the Secretary of
the Company at 7304 West Market Street, Greensboro, North Carolina 27409, in
time to be received by July 1, 1998.
12
<PAGE>
Shareholders who do not plan to attend the Annual Meeting are urged to
complete, date, sign and return the enclosed proxy in the enclosed envelope, to
which no postage need be affixed if mailed in the United States.
Prompt response is helpful and your cooperation will be appreciated.
By Order of the Board of Directors,
PHILIP J. DUBATO
Secretary
Greensboro, North Carolina
November 15, 1997
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED JUNE 30, 1997, TO EACH SHAREHOLDER WHO FORWARDS
A WRITTEN REQUEST TO THE SECRETARY, AMERTRANZ WORLDWIDE HOLDING CORP., 7304 WEST
MARKET STREET, GREENSBORO, NORTH CAROLINA 27409.
13
<PAGE>
PROXY
AMERTRANZ WORLDWIDE HOLDING CORP.
7304 West Market Street
Greensboro, North Carolina 27409
This Proxy is Solicited on Behalf of the Board of Directors of
Amertranz Worldwide Holding Corp. The undersigned hereby appoints Stuart
Hettleman and Richard A. Faieta, and each of them, as proxies, each with the
power of substitution, to vote as designated below all of the shares the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
at the Inn at Great Neck, Cuttermill Road, Great Neck, New York, on December 15,
1997 at 1:00 p.m., prevailing local time, and any adjournments thereof.
1. ELECTION OF DIRECTORS: FOR all nominees listed below []
(except as set forth to the contrary below)
WITHHOLD AUTHORITY to vote for all nominees listed below []
Michael Barsa, Christopher A. Coppersmith, Brian K. Coventry, Richard A.
Faieta, Stuart Hettleman
The terms of all Directors expire at the next annual meeting at which their
successors are elected and qualify.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
- - ------------------------------------------------------------
2. PROPOSAL TO AMEND THE COMPANY'S 1996 STOCK OPTION PLAN to increase the
number of shares available for the grant of options thereunder.
[] For [] Against [] Abstain
3. In their discretion, the proxies are authorized to vote upon any other
business which properly comes before the meeting and any adjournments
thereof.
<PAGE>
[REVERSE SIDE OF PROXY CARD]
This proxy, when properly executed, will be voted in the manner directed hereby
by the undersigned shareholders. If no direction is made, this proxy will be
voted in favor of all nominees.
Please sign exactly as your name appears on your proxy card. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the President or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.
PLEASE MARK, SIGN, DATE AND MAIL THE
CARD IN THE ENCLOSED ENVELOPE.
DATED: __________________________, 1997
Signature______________________________________
DATED: __________________________, 1997
Signature______________________________________
C71147.198
<PAGE>
APPENDIX TO PROXY STATEMENT FILED VIA EDGAR
AMERTRANZ WORLDWIDE HOLDING CORP.
1996 STOCK OPTION PLAN
4. PURPOSE.
The purpose of the 1996 Stock Option Plan of Amertranz Worldwide
Holding Corp. (the "Plan") is to promote the financial interests of Amertranz
Worldwide Holding Corp. (the "Company"), including its growth and performance,
by encouraging directors, officers and employees of the Company and its
subsidiaries to acquire an ownership position in the Company, enhancing the
ability of the Company and its subsidiaries to attract and retain employees of
outstanding ability, and providing employees with a way to acquire or increase
their proprietary interest in the Company's success.
5. SHARES SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section 13 hereof, up to
402,348 of shares of common stock, par value $.01 per share, of the Company (the
"Shares") shall be available for the grant of options under the Plan. The Shares
issued under the Plan may be authorized and unissued Shares or treasury Shares,
as the Company may from time to time determine. The Company shall reserve and
keep available such number of Shares as will satisfy the requirements of all
outstanding options granted under the Plan.
Shares subject to an option that expires unexercised, that is
forfeited, terminated or canceled, in whole or in part, or is paid in cash in
lieu of Shares, shall thereafter again be available for grant under the Plan,
provided that if such option was granted to an officer or director subject to
the provisions of Section 16(b) of the Securities Exchange Act of 1934 (the
"Exchange Act") who received benefits of ownership of such Shares for purposes
of Section 16(b) of the Exchange Act, such Shares shall not thereafter be
available for grant under the Plan to officers or directors except in accordance
with the provisions of Section 16(b) of the Exchange Act.
6. ADMINISTRATION.
The Plan shall be administered by the Stock Option Committee (the
"Committee") of the Board of Directors of the Company. A majority of the
Committee shall constitute a quorum, and the acts of a majority shall be the
acts of the Committee.
Subject to the provisions of the Plan, the Committee shall (i) from
time to time select directors, officers and employees of the Company and its
subsidiaries who will participate in the Plan (the "Participants"), determine
the type of options to be granted to Participants, determine the Shares subject
to option, and (ii) have the authority to interpret the Plan, to establish,
amend and rescind any rules and regulations relating to the Plan, determine the
terms and provisions of any agreements entered into hereunder, and make all
other determinations necessary or advisable for the administration of the Plan.
The Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any option in the manner and to the extent it
shall deem desirable to carry it into effect. The determinations of the
Committee in the administration of the Plan, as described herein, shall be final
and conclusive.
<PAGE>
7. ELIGIBILITY.
All directors, officers and employees of the Company and its
subsidiaries, as determined by the Committee, are eligible to be Participants in
the Plan, provided, however, that the President and Executive Vice President of
the Company are eligible to participate in the Plan only to the extent set forth
in Section 6 hereof.
8. OPTIONS; EXERCISE PRICE.
Options under the Plan may consist of either incentive stock options
within the meaning of Section 422 of the Internal Revenue Code or non-qualified
stock options.
The Committee shall establish the option price at the time each
stock option is granted; provided, however, that with respect to incentive stock
options, the option exercise price shall not be less than 100% of the fair
market value of the Shares on the date of grant, and, if the optionee, at the
time the option is granted, owns Shares possessing more than 10% of the total
voting power of stock of the Company, the option exercise price shall be 110% of
the fair market value of the Shares on the date of grant.
9. SENIOR EXECUTIVE GRANTS.
The President and Executive Vice President of the Company are
eligible to participate in the Plan only to the extent of the automatic grants
as hereinafter provided. Each such officer has been granted an option ("Senior
Executive Option") on June 3, 1996 (the "Effective Grant Date") to purchase
75,000 Shares. The exercise price of the Senior Executive Options is $6.00 per
Share. The Senior Executive Option will vest over a period of two years,
enabling each such officer to purchase:
(i) 20,834 Shares at any time after the 90th day following the
effectiveness of the Company's Registration Statement filed with the
United States Securities and Exchange Commission, registration
number 333-03613 (the "IPO Registration Statement") and an
additional 16,666 Shares at any time after January 1, 1997
(collectively, the "First Tranche"), each such portion of the First
Tranche being exercisable through the tenth anniversary of the
effectiveness of the IPO Registration Statement;
(ii) 18,750 Shares (the "Second Tranche") at any time after January
1, 1998 through the tenth anniversary of the effectiveness of the
IPO Registration Statement, if the Company's earnings before
interest, taxes, depreciation and amortization ("EBITDA") for its
fiscal year ending June 30, 1997 exceeds $500,000, provided,
however, that if the Company's EBITDA for its fiscal year ended June
30, 1997 does not exceed $500,000 but its EBITDA for its fiscal year
ended June 30, 1998 exceeds $750,000, the Second Tranche shall be
exercisable commencing on the date the Company's EBITDA for its
fiscal year ended June 30, 1998 has been determined; and
(iii) 18,750 Shares at any time after January 1, 1999 through the
tenth anniversary of the effectiveness of the IPO Registration
Statement, if the Company's EBITDA for its fiscal year ending June
30, 1998 exceeds $750,000.
In the event the employment of either such officer is terminated in a manner
which would entitle such officer to Severance Compensation as defined in and
under the terms of such officer's employment agreement with the Company or due
to the death or permanent disability of such officer (as defined in
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<PAGE>
such employment agreement), the Senior Executive Option granted to such officer
shall become immediately exercisable in full. In the event the employment of
either such officer is voluntarily terminated by such officer, the Senior
Executive Option granted to such officer shall remain exercisable to the extent
it has vested. In the event the employment of either such officer is terminated
in any other manner, the Senior Executive Option granted to such officer shall
immediately terminate to the extent it has not then been exercised.
Shares acquired upon the exercise of all or part of a Senior
Executive Option may not be sold or otherwise disposed of by the optionee for a
period of six months from and after the date the Senior Executive Option with
respect to such Shares was exercised, except in the event of death of the
optionee, in which event all vested Senior Executive Options will be exercisable
and may be sold at any time after the date of death.
The provisions of this Section 6 may not be amended or modified more
than once every six months except as may be required to comply with the
provisions of the Internal Revenue Code of 1986, as amended, or the Employee
Retirement Income Security Act of 1974, as amended.
10. EXERCISE OF OPTIONS.
Except as herein provided, options shall be exercisable for such
period as specified by the Committee. In no event may options be exercisable
until at least six months following the date of grant. In no event may options
be exercisable more than 10 years after their date of grant or, in the case of
an incentive stock option granted to an optionee who, at the time the option is
granted, owns stock possessing more than 10% of the total voting power of stock
of the Company, more than five years after the date of grant.
The option price of each Share as to which a stock option is
exercised shall be paid in full at the time of such exercise. Such payment shall
be made in cash, by tender of Shares owned by the Participant valued at fair
market value as of the date of exercise and in such other consideration as the
Committee deems appropriate, or by a combination of cash, Shares and such other
consideration.
To exercise the option, the optionee or his successor shall give
written notice to the Company's Chief Financial Officer at the Company's
principal office, setting forth the number of Shares being purchased and the
date of exercise of the option, which date shall be at least five days after the
giving of such notice unless otherwise agreed to by the Committee and the
optionee. Such notice shall be accompanied by full payment of the option
exercise price for Shares being purchased and a written statement that the
Shares are purchased for investment and not with a view toward distribution.
However, this statement shall not be required in the event the Shares subject to
the option are registered with the Securities and Exchange Commission. If the
option is exercised by the successor of the optionee, following his death, proof
shall be submitted, satisfactory to the Committee, of the right of the successor
to exercise the option.
Shares issued pursuant to this Plan which have not been registered
with the Securities and Exchange Commission shall be appropriately legended.
No Shares shall be issued pursuant to the Plan until full payment
for such Shares has been made. The optionee shall have no rights as a
shareholder with respect to optioned Shares until the date of exercise of the
option with respect to such Shares. No adjustment shall be made for dividends
- 3 -
<PAGE>
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to such date of
exercise, except as otherwise provided herein.
The Company shall not be required to transfer or deliver any
certificates for Shares purchased upon any exercise of any option until after
compliance with all then applicable requirements of law. Any fraction of a Share
required to satisfy such obligation shall be disregarded and the amount due
shall instead be paid in cash to the Participant.
11. OPTION AGREEMENTS.
The granting of an option (except Senior Executive Options as
described in Section 6 hereof) shall take place only when a written Option
Agreement substantially in the form of Exhibit A hereto is executed by the
Company and the optionee and delivered to the optionee. All options under this
Plan (except Senior Executive Options) shall be evidenced by such written Option
Agreement between the Company and the optionee. Such Option Agreement shall
contain such further terms and conditions, not inconsistent with the foregoing,
related to the grant or the time or times of exercise of options as the
Committee shall prescribe.
12. WITHHOLDING.
The Company shall have the right to deduct from any payment to be
made pursuant to the Plan, or to require prior to the issuance or delivery of
any Shares or the payment of cash under the Plan, any taxes required by law to
be withheld therefrom. The Committee, in its sole discretion, may permit a
Participant to elect to satisfy such withholding obligation by having the
Company retain the number of Shares the fair market value of which equals the
amount required to be withheld.
13. NONTRANSFERABILITY.
No option shall be assignable or transferable, and no right or
interest of any Participant shall be subject to any lien, obligation or
liability of the Participant, except by will or the laws of descent and
distribution.
14. NO RIGHT TO EMPLOYMENT.
No person shall have any claim or right to be granted an option,
and the grant of an option shall not be construed as giving a Participant the
right to be retained in the employ or as a director of the Company or its
subsidiaries. Further, the Company and its subsidiaries expressly reserve the
right at any time to dismiss a Participant free from any liability, or any claim
under the Plan, except as provided herein or in any agreement entered into
hereunder.
15. TERMINATION OF RIGHTS; DEATH.
All unexercised or unexpired options granted or awarded under this
Plan will terminate, be forfeited and will lapse immediately if such
Participant's employment or relationship with the Company and its subsidiaries
is terminated for any reason, unless the Committee permits the exercise of such
options for a period not to exceed 90 days after the date of such termination.
If a Participant's employment or relationship with the Company is terminated by
reason of his death, such Participant's personal representatives, estate or
heirs (as the case may be) may exercise, subject to any restrictions
- 4 -
<PAGE>
imposed by the Committee at the time of the grant, any option which was
exercisable by the Participant as of the date of his death for a period of 180
days after the date of the Participant's death.
16. REGISTRATION.
If the Company shall be advised by its counsel that any Shares
deliverable upon any exercise of an option are required to be registered under
the Securities Act of 1933, or that the consent of any other authority is
required for the issuance of such Shares, the Company may effect registration or
obtain such consent, and delivery of Shares by the Company may be deferred until
registration is effected or such consent is obtained.
17. ADJUSTMENT OF AND CHANGES IN SHARES.
In the event of any change in the outstanding Shares by reason of
any Share dividend or split, recapitalization, merger, consolidation, spinoff,
combination or exchange of Shares or other corporate change, or any
distributions to shareholders other than regular cash dividends, the Committee
may make such substitution or adjustment, if any, as it deems to be equitable,
as to the exercise price, number or kind of Shares or other securities issued or
reserved for issuance pursuant to the Plan and to outstanding options.
18. AMENDMENT.
The Board of Directors may amend or terminate the Plan or any
portion thereof at any time, provided that no amendment shall be made without
shareholder approval if such approval is necessary in order for the Plan to
continue to comply with Rule 16b-3 under the Exchange Act.
19. COMPLIANCE WITH EXCHANGE ACT.
With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provision of the Plan or action by the Committee fails to comply, it shall
be deemed null and void, to the extent permitted by law and deemed advisable by
the Committee.
20. EFFECTIVE DATE.
The Plan has been adopted by the Board of Directors of the Company
and, upon approval of the Shareholders of the Company, shall be effective as of
June 3, 1996. Unless extended or earlier terminated by the Board of Directors,
the Plan shall continue in effect until, and shall terminate on, the tenth
anniversary of the effective date of the Plan. Unless so extended, no additional
options may be granted on or after the tenth anniversary of the effective date
of the Plan.
C63580.198
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<PAGE>
EXHIBIT A
AMERTRANZ WORLDWIDE HOLDING CORP.
1996 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made this ________________, 199__, by
and between AMERTRANZ WORLDWIDE HOLDING CORP., a Delaware corporation (the
"Company"), and _____________________________ (the "Optionee).
WHEREAS, the Board of Directors of the Company considers it desirable
and in the Company's interest that the Optionee be given an opportunity to
purchase its shares of common stock, par value $.01 per share (the "Shares"),
pursuant to the terms and conditions of the Company's 1996 Stock Option Plan
(the "Plan") to provide an incentive for the Optionee and to promote the
interests of the Company.
NOW, THEREFORE, it is agreed as follows:
1. Incorporation of the Terms of the Plan. This Stock Option Agreement
is subject to all of the terms and conditions of the Plan, and the terms of the
Plan are hereby incorporated herein by reference and made a part hereof.
2. Grant of Option. The Company hereby grants to Optionee an option to
purchase from the Company ________ Shares ("Option Shares") at the exercise
price per Share set forth below. Subject to earlier expiration or termination of
the option granted hereunder, this option shall expire on the 10th anniversary
of the date hereof.
3. Period of Exercise of Option. The Optionee shall be entitled to
exercise the option granted hereunder to purchase Option Shares as follows:
Exercise Date No. of Shares Exercise Price Per Share
in each case, together with the number of Option Shares which Optionee was
theretofore entitled to purchase.
4. Additional Exercise Periods. In the event of the death of the
Optionee, or if the Optionee's employment or relationship with the Company or
its subsidiaries is terminated for any reason, the option granted hereunder may
be exercised as set forth in the Plan.
5. Method of Exercise. In order to exercise the options granted
hereunder, Optionee must give written notice to the Chief Financial Officer of
the Company at the Company's principal place of business, substantially in the
form of Exhibit A hereto, accompanied by full
<PAGE>
payment of the exercise price for the Option Shares being purchased, in
accordance with the terms and provisions of the Plan.
6. Manner of Payment. An Optionee may pay the option price for Shares
purchased upon exercise of the option as set forth in the Plan.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed under seal, intending this to be a sealed instrument, as of the date
first above written.
ATTEST: AMERTRANZ WORLDWIDE HOLDING CORP.
______________________________ By:_____________________________(SEAL)
WITNESS: OPTIONEE:
______________________________ ________________________________(SEAL)
C63580.198
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<PAGE>
EXHIBIT A
Date:_____________________
TO THE CHIEF FINANCIAL OFFICER
AMERTRANZ WORLDWIDE HOLDING CORP.
Reference is made to the Stock Option Agreement entered into between me
and Amertranz Worldwide Holding Corp. (the "Company"), dated _________, _____
(the "Option Agreement").
I hereby exercise my option to purchase _____ shares of the Company's
Common Stock, par value $.01 per share (the "Shares") in accordance with the
terms of the Option Agreement. The date on which this exercise is effective is
the date this notice is received by the Company.
In full payment for such exercise, please find enclosed
|_| check in the amount of $____________
|_| Shares having a fair market value of $__________
|_| other consideration approved by the Company's Stock Option
Committee consisting of ____________________
|_| a combination of the above.
I authorize the Company to withhold a number of Shares equal to any
withholding obligation applicable to me.
If the Shares to be issued to me by reason of my option exercise are
not registered under the Securities Act of 1933 (the "Act") and applicable state
securities laws (the "State Acts"), this confirms my understanding with respect
to such Shares, as follows:
(a) I am acquiring the Shares for my own account for investment with no
present intention of dividing my interest with others or of reselling or
otherwise disposing of any of the Shares.
(b) The Shares are being issued without registration under the Act and
the State Acts in reliance by the Company upon exemptions therefrom. Such
reliance is based in part on the above representation.
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(c) Since the Shares have not been registered under the Act or State
Acts, they must be held indefinitely until exemptions from the registration
requirements of the Act and State Acts are available or the Shares are
subsequently registered, in which event the representation in Paragraph (a)
hereof shall terminate. The Company is not obligated to comply with the
registration requirements of the Act or the State Acts or with the requirements
for an exemption thereunder for my benefit.
Very truly yours,
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Print Name
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