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. )
Rule 14a-12
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
Target Logistics, Inc.
(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>
TARGET LOGISTICS, INC.
112 EAST 25TH STREET
BALTIMORE, MARYLAND 21218
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
NOVEMBER 29, 1999
To the Shareholders of Target Logistics, Inc.:
The Annual Meeting of Shareholders of Target Logistics, Inc. (the
"Company") will be held at the offices of Gordon, Feinblatt, Rothman, Hoffberger
& Hollander, LLC, 233 East Redwood Street, Baltimore, Maryland, on Monday,
November 29, 1999 at 11:00 a.m., local 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 transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed October 11, 1999 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
Baltimore, Maryland
October 20, 1999
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>
TARGET LOGISTICS, INC.
112 EAST 25TH STREET
BALTIMORE, MARYLAND 21218
(410) 338-0127
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of Target
Logistics, Inc. (the "Company") in connection with the Annual Meeting of
Shareholders to be held on Monday, November 29, 1999, 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 October 11, 1999 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 9,296,917 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) 7,639,615 57.3%
112 East 25th Street
Baltimore, Maryland 21218
TIA, Inc.(1)(2)(3) 7,639,615 57.3%
112 East 25th Street
Baltimore, Maryland 21218
Richard A. Swirnow(1)(2)(3) 7,639,615 57.3%
112 East 25th Street
Baltimore, Maryland 21218
Christopher A. Coppersmith 1,770,130 19.0%
201 West Carob Street
Compton, California 90220
1
<PAGE>
Peter E. Salas(4) 800,000 8.6%
c/o Dolphin Offshore Partners, L.P.
129 East 17th Street
New York, New York 10003
(1) Represents all of the Shares owned or controlled by TIA, Inc. ("TIA")
and includes (i) 420,000 Shares owned by Caribbean Freight System, Inc.
("CFS"), (ii) 200,000 Shares issuable upon exercise of Common Stock
Purchase Warrants owned by TIA, (iii) 3,824,283 Shares issuable upon
conversion by TIA of outstanding shares of Class A Preferred Stock and
Class D Preferred Stock (based on the average of the closing bid and
asked price per Share on June 30, 1999), and (iv) 312,832 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. Swirnow Airways Corp. ("Swirnow Airways") owns
the majority interest in Wrexham Aviation Corp. ("Wrexham"). Richard A.
Swirnow is, indirectly, the controlling stockholder of Swirnow Airways.
(2) 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, TIA and CFS. While Mr. Hettleman
disclaims beneficial ownership of all Shares owned by TIA and CFS and
does not share voting and/or investment power over the Shares owned by
TIA and CFS, Mr. Hettleman has an indirect interest in 535,005 of the
Shares owned by TIA and CFS and 651,934 of the Shares issuable upon
conversion by TIA of outstanding shares of Class A Preferred Stock and
Class D Preferred Stock (based on the average of the closing bid and
asked price per Share on June 30, 1999) and upon exercise by TIA of the
200,000 Common Stock Purchase Warrants owned by TIA. See footnote (1)
above.
(3) Michael Barsa, a director, and certain other stockholders have granted
to TIA irrevocable proxies to vote an aggregate of 312,832 Shares for
the election of a number of Directors until certain events have
occurred. As a result, TIA has the right to vote 187,291 Shares for the
election of one Director, and has the right to vote 125,541 Shares for
the election of four Directors.
(4) Includes 225,000 Common Stock Purchase Warrants, and 400,000 Shares
issuable upon conversion of outstanding shares of Class C Preferred
Stock.
ELECTION OF DIRECTORS
At the 1999 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.
2
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation Director
Name Age During the Last Five Years Since
<S> <C> <C> <C>
Michael Barsa 54 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;
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
Christopher Coppersmith 49 President of Target Logistic Services, Inc. since 1997
November 1996; Executive Vice President and Chief
Operating Officer of Target Airfreight, Inc. prior thereto
Brian K. Coventry 34 Vice President, Corporate Finance, Commonwealth 1996
Associates since April 1999; Vice President (January
1996 through April 1999) and Assistant Vice President
(December 1993 through December 1995), Corporate
Finance, GKN Securities Corp.; Associate, Private
Placements, Kemper Securities, Inc., January 1993
through November 1993
Philip J. Dubato 43 Vice President and Chief Financial Officer, Secretary 1998
and Treasurer of the Company since February 1997;
Vice President and Chief Financial Officer of LEP Profit
International, Inc. (a domestic and international freight
forwarder) from 1987 through 1996
Stuart Hettleman 49 President and Chief Executive Officer of the Company 1996
since February 1996; Vice President of TIA since 1990;
Executive Vice President of CFS since 1991
</TABLE>
During the fiscal year ended June 30, 1999, 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, 1999, the Company had an Audit
Committee of the Board of Directors, but did not have any standing nominating or
compensation committees of the Board of Directors, or committees performing
similar functions.
The Audit Committee consists of Messrs. Barsa, Coventry and Hettleman,
and recommends to the Board the selection of the independent public accountants,
reviews with such accountants and management financial statements, other results
of the audit, and internal accounting procedures and controls. The Audit
Committee also reviews and considers proposed related party transactions, if
any. The Audit Committee held one meeting during the fiscal year ended June 30,
1999.
3
<PAGE>
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 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, 1999.
Director Compensation
During the Company's fiscal year ended June 30, 1999, 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, 1999, options to
purchase 20,000 Shares were granted to each of Messrs. Barsa and Coventry, the
Company's non-employee directors, and each of Messrs. Barsa and Coventry was
paid an outside director's fee of $10,000.
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended June 30, 1999, 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) 381,010 4.0%
Christopher A. Coppersmith 1,770,130 19.0%
Brian K. Coventry(3) 55,000 0.6%
Philip J. Dubato 0 0%
Stuart Hettleman(4) 112,500 1.2%
All directors and executive officers
as a group (5 persons)(1)(2)(3)(4) 2,318,640 24.9%
</TABLE>
(1) See footnote (3) under "Beneficial Ownership".
(2) Includes options to purchase 20,000 Shares and 80,000 Shares issuable
upon exercise of Common Stock Purchase Warrants.
(3) Includes options to purchase 37,500 Shares and options to purchase
Common Stock Purchase Warrants exercisable for 17,500 Shares.
(4) Includes options to purchase 75,000 Shares, 25,000 Shares issuable upon
conversion of outstanding shares of the Company's Class C Preferred
Stock, and 12,500 Shares issuable upon exercise of
4
<PAGE>
Common Stock Purchase Warrants. Does not include Shares owned by TIA
and CFS. See "Beneficial Ownership" and footnotes (1) and (2)
thereunder.
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, 1999, the aggregate amounts
paid to or accrued for such officers as compensation for their services in all
capacities during the fiscal years ended June 30, 1999, 1998, and 1997:
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Name and Other Annual
Principal Position Year Salary Bonus Compensation(1) Options
- - ------------------ ---- ------ ----- --------------- -------
<S> <C> <C> <C> <C> <C>
Stuart Hettleman 1999 $ 146,795 $ 130,000 --- ---
President and Chief 1998 $ 130,000 $ 33,591
Executive Officer 1997 $ 130,000 --- --- ---
1996 --- --- --- 75,000(2)
Philip J. Dubato 1999 $ 135,503 $ 194,316 --- ---
Vice President, Chief 1998 $ 120,000 $ 31,007 --- ---
Financial Officer 1997 $ 50,000 --- --- ---
1996 --- --- --- ---
Christopher A. Coppersmith 1999 $ 140,000 --- $18,000(3) ---
President of Target 1998 $ 130,000 --- $18,000(3) ---
Logistic Services, Inc. 1997 $ 21,667 --- --- ---
subsidiary 1996 --- --- --- ---
- - -------------------
</TABLE>
(1) While the named executive officers enjoyed certain perquisites for
fiscal year ended June 30, 1999, these did not exceed the lesser of
$50,000 or 10% of each officers' salary and bonus, except as indicated.
(2) All of such options are currently exercisable.
(3) Represents annual automobile allowance.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End
Option Values
The following table sets forth, for each of the executive officers
named in the Summary Compensation Table, information with respect to the
exercise of stock options during the Company's fiscal year ended June 30, 1999
and holdings of unexercised options at the end of the fiscal year:
<TABLE>
<CAPTION>
Number of Unexercised Options/SARs Value of Unexercised
at Fiscal Year End in-the-Money Options/SARs
Name at Fiscal Year End($)(1)
Exercisable Unexercisable Exercisable Unexercisable
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stuart Hettleman............................ 75,000 0 0 0
Philip J. Dubato............................ 0 0 0 0
Christopher A. Coppersmith.................. 0 0 0 0
- - ----------------------------------
</TABLE>
5
<PAGE>
(1) Based on the excess of (i) the aggregate market value (closing price on
the over-the-counter market) of the underlying shares on June 30, 1999
over (ii) the aggregate exercise price of the options.
Executive Employment Agreements
Stuart Hettleman entered into an employment agreement with the Company
effective July 3, 1996. The employment agreement provides that Mr. Hettleman is
employed for a period of three years (subject to renewal for successive
three-year periods) at an annual base salary of $130,000. The base salary
increases on each anniversary of the employment agreement by an amount equal to
.5% of the then current base salary for each $100,000 of the Company's earnings
(excluding extraordinary or one-time income or loss) before interest, taxes,
depreciation and amortization ("EBITDA") for the fiscal year ended prior to such
anniversary date and is currently $146,795 per annum. Furthermore, Mr. Hettleman
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. Mr. Hettleman has also been granted
an option to purchase 75,000 shares of Common stock pursuant to the Company's
1996 Stock Option Plan. If the employment agreement is terminated by the Company
other than for cause or if Mr. Hettleman 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, Mr.
Hettleman will be entitled to receive one of the following, (at his 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. The employment agreement generally prohibits Mr. Hettleman from
soliciting directly or indirectly, any existing customer or employee of the
Company for a period of two years following termination of employment.
Christopher Coppersmith entered into an employment agreement with the
Company effective May 8, 1997 and amended April 27, 1999. The employment
agreement provides that Mr. Coppersmith is employed for an initial period ending
June 30, 2001 (subject to renewal for successive one-year periods) at annual
base salary of $140,000 for the fiscal year ended June 30, 1999, and for an
annual base salary of $175,000 for the fiscal year ending June 30, 2000.
Thereafter, the base salary increases on July 1 of each year by an amount equal
to 1.0% of the then current base salary for each $100,000 of the Company's
EBITDA for the fiscal year ended prior to such anniversary date. The employment
agreement generally prohibits Mr. Coppersmith from soliciting directly or
indirectly, any existing customer or employee of the Company for a period of two
years following termination of employment.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
For the fiscal year ended June 30, 1999, the compensation of the
Company's chief executive officer 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.
6
<PAGE>
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 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 Mr. Hettleman, as the President of the Company, Mr.
Coppersmith, as the President of the Company's operating subsidiary, and Mr.
Dubato, as the Chief Financial Officer of the Company, during the fiscal year
ended June 30, 1999, was based upon the overall performance of the Company and
its management. As the senior management, these individuals were responsible for
the overall condition of the Company, and their performance has been measured 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 1999 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 were 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 have
been and 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 1,000,000
Shares may be issued under the Plan, and options to purchase 440,000 Shares are
outstanding.
BOARD OF DIRECTORS
Michael Barsa
Christopher A. Coppersmith
Brian K. Coventry
Philip J. Dubato
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, 1999 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., Circle
International Group, Inc., Air Express International Corporation, Fritz
Companies, Inc., and Pittston BAX Group, 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, 1999. Accordingly, the information presented in the following graph does not
relate to the other information presented in this Proxy Statement.
<TABLE>
<CAPTION>
TOTAL RETURN TO STOCKHOLDERS
[GRAPHIC OMITTED] (Assumes $100 investment on June 28, 1996)
- - ------------------------------------------------------------------------------------------------------------------------
Total Return Analysis
<S> <C> <C> <C> <C>
6/28/96 6/30/97 6/30/98 6/30/99
- - ------------------------------------------------------------------------------------------------------------------------
Target Logistics, Inc. $100.00 $ 29.17 $ 22.40 11.32
- - ------------------------------------------------------------------------------------------------------------------------
Peer Group $100.00 $ 99.34 $109.81 151.07
- - ------------------------------------------------------------------------------------------------------------------------
Nasdaq Composite (US) $100.00 $122.08 $161.86 229.15
- - ------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: Carl Thompson Associates. Data from Bloomberg Financial Markets
8
<PAGE>
CERTAIN RELATIONSHIPS AND TRANSACTIONS
On July 13, 1998, following the sale by the Company's Caribbean Air
Services, Inc. subsidiary ("CAS") of substantially all of its assets to a
subsidiary of Geologistics Corporation, the Company and its subsidiaries repaid
all outstanding amounts due to TIA and CFS under (i) a promissory note in the
original principal amount of $10,000,000 bearing interest at the rate of 8% per
annum (the "Exchange Note"), and (ii) a promissory note with respect to a
revolving loan, bearing interest at the greater of (a) 1% per month, or (b) a
fluctuating rate equal to the prime rate of interest as published in the Wall
Street Journal plus 4%., pursuant to the terms of a Revolving Credit Promissory
Note ("Revolver Note").
The Company's obligations under the Exchange Note were incurred in
February 1996, pursuant to the terms of an Assets Exchange Agreement ("Exchange
Agreement") whereby TIA and CFS contributed their freight forwarding business to
the Company (which the Company contributed to its wholly owned subsidiary, CAS)
in consideration for 2,100,000 Shares and the Exchange Note. In June 1996 TIA
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 was subordinated
to the Company's obligations under its $10 million revolving Accounts Receivable
and Security Agreement ("GMAC Facility") with GMAC Commercial Credit LLC
(successor by merger to BNY Financial Corp.) ("GMAC"). The full outstanding
amount was repaid on July 13, 1998.
The Company's obligations under the Revolver Note were incurred in
February 1996, as part of the transaction under the Exchange Agreement, at which
time TIA and CFS agreed to advance to CAS, on a revolving loan basis, an amount
up to an aggregate maximum of $4,000,000 outstanding at any time. Advances under
the Revolver Note were guaranteed by the Company and its Amertranz Worldwide,
Inc. subsidiary, and were 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 GMAC in connection with the GMAC Facility and the second position lien
granted to TIA in connection with the TIA Loan. The full outstanding amount was
repaid on July 13, 1998.
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.
OTHER MATTERS
The Board of Directors is not aware of any other matter which may be
presented for action at the 1999 Annual Meeting of Shareholders, but should any
other matter requiring a vote of the shareholders arise at the 1999 Annual
Meeting, 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
9
<PAGE>
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. Votes cast by proxy or in person
at the Annual Meeting will be tabulated by the election inspectors appointed for
the meeting and will determine whether or not a quorum is present. Abstentions
will be treated as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes of determining
the approval of any matter submitted to the stockholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
Any shareholder desiring to present a proposal at the 2000 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 112 East 25th Street, Baltimore, Maryland 21218, in time to be
received by June 23, 2000. The persons designated by the Company to vote proxies
given by shareholders in connection with the Company's 2000 Annual Meeting of
Shareholders will not exercise any discretionary voting authority granted in
such proxies on any matter not disclosed in the Company's 2000 proxy statement
with respect to which the Company has received written notice no later than
September 6, 2000 that a shareholder (i) intends to present such matter at the
1999 Annual Meeting, and (ii) intends to and does distribute a proxy statement
and proxy card to holders of such percentage of the Shares required to approve
the matter. If a shareholder fails to provide evidence that the necessary steps
have been taken to complete a proxy solicitation on such matter, the Company may
exercise its discretionary voting authority if it discloses in its 2000 proxy
statement the nature of the proposal and how it intends to exercise its
discretionary voting authority.
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
Baltimore, Maryland
October 20, 1999
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED JUNE 30, 1999, TO EACH SHAREHOLDER WHO FORWARDS
A WRITTEN REQUEST TO THE SECRETARY, TARGET LOGISTICS, INC., 112 EAST 25TH
STREET, BALTIMORE, MARYLAND 21218.
10
<PAGE>
PROXY
TARGET LOGISTICS, INC.
112 East 25th Street
Baltimore, Maryland 21218
This Proxy is Solicited on Behalf of the Board of Directors of Target
Logistics, Inc. The undersigned hereby appoints Stuart Hettleman and Philip J.
Dubato, 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 offices of Gordon,
Feinblatt, Rothman, Hoffberger & Hollander, LLC, 233 East Redwood Street,
Baltimore, Maryland, on November 29, 1999 at 11:00 a.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, Philip J.
Dubato, 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. 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: __________________________, 1999
Signature______________________________________
DATED: __________________________, 1999
Signature______________________________________
C79294.198
