JEVIC TRANSPORTATION, INC.
600 CREEK ROAD
DELANCO, NEW JERSEY 08075
------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 14, 1999
------------------------------
To the Shareholders of Jevic Transportation:
The Annual Meeting of Shareholders of Jevic Transportation, Inc., a New
Jersey corporation (the "Company") will be held at 10:00 a.m., local time, on
May 14, 1999, at the Cherry Hill Hilton, Route 70, Cherry Hill, New Jersey, for
the following purposes:
1. To elect two directors of the Company for a three-year term;
2. To ratify the appointment of Arthur Andersen LLP as independent
auditors for the Company for the year ending December 31, 1999; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of the Company's Common Stock or Class A Common Stock at the
close of business on March 26, 1999, are entitled to notice of, and to vote at,
the Annual Meeting and any adjournments or postponements thereof. Such
shareholders may vote in person or by proxy. The stock transfer books of the
Company will not be closed. The accompanying form of proxy is solicited by the
Board of Directors of the Company.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. YOU ARE
CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO
ATTEND IN PERSON, YOU ARE URGED TO COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY
CARD IN THE SELF-ADDRESSED ENVELOPE, ENCLOSED FOR YOUR CONVENIENCE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU DECIDE TO ATTEND THE
MEETING AND WISH TO VOTE IN PERSON, YOU MAY REVOKE YOUR PROXY BY WRITTEN NOTICE
AT THAT TIME.
By Order of the Board of Directors
/s/ Harry J. Muhlschlegel
---------------------
Harry J. Muhlschlegel
Chairman of the Board and Chief Executive
Officer
April 16, 1999
<PAGE>
JEVIC TRANSPORTATION, INC.
600 CREEK ROAD
DELANCO, NEW JERSEY 08075
------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
MAY 14, 1999
------------------------------
This Proxy Statement, which is first being mailed to shareholders on or
about April 16, 1999, is furnished in connection with the solicitation by the
Board of Directors of Jevic Transportation, Inc. (the "Company") of proxies to
be used at the Annual Meeting of Shareholders of the Company (the "Annual
Meeting"), to be held at 10:00 a.m. on May 14, 1999, at the Cherry Hill Hilton,
Route 70, Cherry Hill, New Jersey, and at any adjournments or postponements
thereof. If proxies in the accompanying form are properly executed and returned
prior to voting at the meeting, the shares represented thereby will be voted as
instructed on the proxy. If no instructions are given on a properly executed and
returned proxy, the shares represented thereby will be voted (i) for the
election of the nominees for director named below, (ii) for the ratification of
the appointment of Arthur Andersen LLP as independent auditors, and (iii) in
support of management on such other business as may properly come before the
Annual Meeting or any adjournments thereof. Shareholders whose shares are held
of record by a broker or other nominee are nevertheless encouraged to fill in
the boxes of their choice on the proxy, as brokers and other nominees may not be
permitted to vote shares with respect to certain matters for which they have not
received specific instructions from the beneficial owners of the shares. Any
proxy may be revoked by a shareholder prior to its exercise upon written notice
to the Secretary of the Company, by delivering a duly executed proxy bearing a
later date, or by the vote of a shareholder cast in person at the Annual
Meeting.
VOTING
Holders of record of the Company's Common Stock or Class A Common Stock on
March 26, 1999, will be entitled to vote at the Annual Meeting or any
adjournments or postponements thereof. As of that date, there were 4,976,197
shares of Common Stock and 5,739,544 shares of Class A Common Stock outstanding
and entitled to vote. The presence, in person or by proxy, of holders of Common
Stock and Class A Common Stock entitled to cast at least a majority of the votes
which all holders of Common Stock and Class A Common Stock are entitled to cast
will constitute a quorum for purposes of the transaction of business.
Each share of Common Stock entitles the holder thereof to one vote on the
election of two nominees for director and on any other matter that may properly
come before the Annual Meeting. Each share of Class A Common Stock entitles the
holder thereof to two votes on the election of two nominees for director and on
any other matter that may properly come before the Annual Meeting. Shareholders
are not entitled to cumulative voting in the election of directors.
Under New Jersey law and the By-laws of the Company, the presence of a
quorum is required for each matter to be acted upon at the Annual Meeting. The
presence at the Annual Meeting in person or by proxy, of shareholders entitled
to cast at least a majority of the votes that all shareholders are
<PAGE>
entitled to cast on a particular matter shall constitute a quorum for the
purposes of consideration and action on the matter. Directors are elected by a
plurality vote. All other actions to be taken by the shareholders at the Annual
Meeting shall be taken by the affirmative vote of a majority of the votes cast
by all shareholders entitled to vote thereon. Votes that are withheld and
abstentions will be counted in determining the presence of a quorum, but will
not be counted in determining the number of votes cast in connection with any
particular matter. Broker non-votes, which occur when a broker or other nominee
holding shares for a beneficial owner does not vote on a proposal because the
broker or other nominee has not received specific instructions from the
beneficial owners, are not voted and will therefore have no effect on the
outcome of any of the matters to be voted upon at the Annual Meeting.
The cost of solicitation of proxies by the Board of Directors will be borne
by the Company. Proxies may be solicited by mail, personal interview, telephone
or telegraph and, in addition, directors, officers and regular employees of the
Company may solicit proxies by such methods without additional remuneration.
Banks, brokerage houses and other institutions, nominees or fiduciaries will be
requested to forward the proxy materials to beneficial owners in order to
solicit authorizations for the execution of proxies. The Company will, upon
request, reimburse such banks, brokerage houses and other institutions, nominees
and fiduciaries for their expenses in forwarding such proxy materials to the
beneficial owners of the Company's stock.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Company's Board of Directors consists of five members, divided into
three classes, which serve for staggered three-year terms and until their
successors are elected and qualified. At the meeting, the two Class II directors
will be elected to serve for a term of three years and until their successors
are elected and qualified. Unless otherwise specified in the accompanying proxy,
the shares of Common Stock and Class A Common Stock voted pursuant thereto will
be cast for Karen B. Muhlschlegel and Paul J. Karvois, each for terms expiring
at the Annual Meeting of Shareholders to be held in 2002. If, for any reason, at
the time of election, either of the nominees named should decline or be unable
to accept his or her nomination or election, it is intended that such proxy will
be voted for the election, in the nominee's place, of a substituted nominee, who
would be recommended by the Board of Directors. The Board of Directors, however,
has no reason to believe that either of the nominees will be unable to serve as
a director. Three directors will continue to serve as directors following the
Meeting as set forth below, with one Class I director having a term expiring at
the 2000 Annual Meeting of Shareholders and two Class III directors having terms
expiring at the 2001 Annual Meeting of Shareholders.
The following biographical information is furnished as to each nominee for
election as a director and each of the current directors:
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS AS CLASS II DIRECTORS
FOR A THREE YEAR TERM EXPIRING AT 2002 ANNUAL MEETING
Karen B. Muhlschlegel, 52, has over 29 years of experience in the trucking
industry. She co-founded Jevic along with her husband, Harry Muhlschlegel, in
1981 and has served as a Vice President, Secretary and a director of the Company
since its inception.
2
<PAGE>
Paul J. Karvois, 44, became Jevic's President and Chief Operating Officer
in March 1997 and he was elected as a director in August 1997. He joined the
Company in January 1992 as Director of Insurance. Later in 1992, he created the
Company's risk management group and became Director of Risk Management. Mr.
Karvois was promoted to the position of Senior Vice President - Marketing and
Sales in December 1993. Prior to joining the Company, Mr. Karvois had 21 years
of marketing, sales and operations experience in the trucking industry, serving
in a variety of positions with truckload and LTL carriers.
CLASS I MEMBER OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE;
TERM EXPIRING AT 2000 ANNUAL MEETING
Harry J. Muhlschlegel, 52, has over 29 years of experience in the trucking
industry. He co-founded Jevic along with his wife, Karen Muhlschlegel, in 1981
and has served as its Chairman of the Board and Chief Executive Officer since
its inception. Until March 1997, he also served as the Company's President.
CLASS III MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE;
TERMS EXPIRING AT 2001 ANNUAL MEETING
Gordon R. Bowker, 71, joined Jevic as a director upon completion of its
October 1997 initial public offering. Mr. Bowker served in various positions
with Ryder System, Inc. from 1964 to 1973, most recently as Group Vice
President, a senior officer reporting directly to the President. Since 1973, Mr.
Bowker has been the owner and President of Bowker, Brown & Co., a management
consulting firm serving transportation related companies in the areas of truck
renting and leasing, business appraisal and sales and divestitures. Mr. Bowker
has served on the Arbitration Panel of the New York Stock Exchange since 1988,
and has served on the Arbitration Board of the National Association of
Securities Dealers since 1991.
Samuel H. Jones, Jr., 65, also joined Jevic as a director upon completion
of the October 1997 initial public offering. Since 1971, Mr. Jones has been the
owner and President of S-J Transportation, Co., a company specializing in the
transportation of industrial waste nationwide and in two Canadian provinces.
Since 1991, he has been the owner and President of S-J Venture Capital Company.
In addition, Mr. Jones currently serves as a director of MetaCreations, Inc. and
Fulton Financial Corporation, as well as a number of privately-held
organizations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1 TO ELECT ALL NOMINEES.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During 1998, the Board of Directors met six times. Each director attended
at least 75% of the aggregate of the total number of meetings of the Board of
Directors and committees of the Board of Directors on which he or she served.
The Audit Committee, which consists of Mr. Bowker and Mr. Jones, met once
in 1998. The Committee's function is to make recommendations to the Board of
Directors regarding the annual selection of independent public accountants, to
audit annually the Company's books and records, and to review recommendations
made by such accounting firm as a result of their audit. The Audit Committee
also periodically reviews the activities of the Company's audit staff and the
adequacy of the Company's internal controls.
3
<PAGE>
The Compensation Committee, which consists of Mr. Bowker, Mr. Jones, and
Mr. Muhlschlegel, met three times in 1998. The Compensation Committee is
responsible for establishing the salaries of the executive officers of the
Company, incentives and other forms of compensation and benefit plans and
administering the Company's employee benefit plans.
The Company does not have a standing Nominating Committee.
COMPENSATION OF DIRECTORS
The Company pays each director who is not also an employee of the Company
(an "outside director") an annual fee of $500 for each Board meeting and each
Committee meeting attended by such director in person. The Company will also
reimburse the directors for expenses incurred in connection with their
activities as directors. The Company's 1997 Incentive Plan provides for the
automatic grant of stock options to outside directors to purchase 12,500 shares
of the Company's Common Stock upon his initial election as a director of the
Company by the shareholders at a per share purchase price equal to the fair
market price of the Common Stock on the date of grant. Of these options, 40%
will vest on the second anniversary of the date of grant and 20% will vest on
each of the three succeeding anniversaries. The options expire 10 years after
the date of grant or, if the director leaves the company, the shorter of ten
years after the date of grant or thirty days after the director leaves. In
addition, upon each election of any outside director to the Board by the
shareholders in or after the third year following such director's preceding
election to the Board, a non-qualified option to purchase an additional 5,000
shares of the Company's Common Stock will be made to the director at an exercise
price equal to the fair market price of the Common Stock on the date of grant,
with vesting and expiration provisions identical to those noted above.
4
<PAGE>
EXECUTIVE COMPENSATION
CASH AND NON-CASH COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS
The following table sets forth, with respect to services rendered during
1998, 1997 and 1996, the total compensation paid by the Company to the Company's
Chief Executive Officer and each other executive officer whose total annual
salary and bonus exceeded $100,000 during 1998 (the "named executive officers").
The Company has no written employment agreements with any of the named executive
officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
---------------------- UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) ($)(1)
- --------------------------- ---- ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Harry J. Muhlschlegel ....................... 1998 505,000 -- -- 28,394
Chief Executive Officer and Chairman of the 1997 514,712 -- -- 31,405
Board 1996 505,000 -- -- 32,139
Paul J. Karvois ............................. 1998 270,793 -- -- 11,202
President and Chief Operating Officer 1997 233,755 75,000 75,000 11,652
1996 123,077 25,000 -- 11,499
Brian J. Fitzpatrick ........................ 1998 186,198 -- -- 8,828
Senior Vice President and Chief Financial 1997 179,362 50,000 10,000 9,345
Officer 1996 158,703 25,000 -- 8,909
William F. English .......................... 1998(2) 106,745 -- -- 6,671
Senior Vice President - Operations 1997 152,905 30,000 10,000 7,349
1996 140,400 25,000 -- 7,268
Joseph A. Librizzi .......................... 1998 145,680 -- 50,000 1,350
Senior Vice President - Marketing & Sales 1997(3) 92,072 30,000 10,000 --
Raymond M. Conlin ........................... 1998(4) 105,029 -- 50,000 1,493
Senior Vice President - Administration
</TABLE>
- ------------------
(1) Amounts include matching contributions made by the Company under the 401(k)
Plan on behalf of the executives in the following amounts: Mr. Muhlschlegel,
$1,000; Mr. Karvois, $1,250; Mr. Fitzpatrick, $1,000; Mr. Librizzi, $1,350;
and Mr. Conlin, $1,493. The Company is a party to "split dollar" life
insurance agreements with Messrs. Muhlschlegel, Karvois, Fitzpatrick and
English under which the Company advances all or a portion of the premiums on
permanent life insurance policies insuring the lives of the executives and
owned by the executives. Upon termination of the executives' employment or
the executives' death (or upon the second to die of Mr. and Mrs.
Muhlschlegel in the case of Mr. Muhlschlegel's agreement), all premiums
previously advanced by the Company under the policies are required to be
repaid by the executive. The Company retains an interest in the policies'
cash values and excess death benefits to secure the executives' repayment
obligations. Accordingly, compensation amounts include the following amounts
representing the value of the premium payments by the Company in a given
year projected on an actuarial basis assuming that each executive retires at
age 65 and the agreements are then terminated: Mr. Muhlschlegel, $27,394;
Mr. Karvois, $9,952; Mr. Fitzpatrick, $7,828; and Mr. English, $6,671.
(2) Mr. English's employment with the Company terminated in September 1998.
(3) Mr. Librizzi was elected as an officer of the Company in March 1997.
(4) Mr. Conlin was elected as an officer of the Company in October 1998.
5
<PAGE>
STOCK OPTIONS GRANTED TO CERTAIN EXECUTIVE OFFICERS DURING 1998
Under the 1997 Incentive Plan, options to purchase Common Stock are
available for grant to directors, officers and other key employees of the
Company. The following table sets forth certain information regarding options
for the purchase of Common Stock that were awarded to the named executive
officers during 1998.
OPTION GRANTS IN YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
GAIN AT ASSUMED
ANNUAL RATES OF
STOCK APPRECIATION
FOR OPTION TERMS
NUMBER OF PERCENT OF TOTAL COMPOUNDED
SECURITIES OPTIONS GRANTED EXERCISE OR ANNUALLY ($)
UNDERLYING OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME GRANTED (#) LAST FISCAL YEAR ($/SH) DATE (1) 5% 10%
---- ------------------ ---------------- ----------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Harry J. Muhlschlegel..... -- -- -- -- -- --
Paul J. Karvois........... -- -- -- -- -- --
Brian J. Fitzpatrick...... -- -- -- -- -- --
William F. English........ -- -- -- -- -- --
Joseph A. Librizzi........ 50,000 45.5% $6.875 10/23/08 216,183 547,849
Raymond M. Conlin......... 50,000 45.5% $6.875 10/23/08 216,183 547,849
</TABLE>
- ------------------
(1) The stock options were granted under the Company's 1997 Incentive Plan. The
options vest with respect to 40% of the shares purchasable upon exercise of
the option on the second anniversary of the date of grant (October 23, 1998)
and will vest as to an additional 20% of the shares on each of the three
succeeding anniversaries. The options expire ten years after the date of
grant, subject to earlier termination upon the occurrence of certain events.
STOCK OPTIONS EXERCISED BY CERTAIN EXECUTIVE OFFICERS DURING 1998 AND HELD BY
CERTAIN EXECUTIVE OFFICERS AT DECEMBER 31, 1998
The following table sets forth certain information regarding options for
the purchase of Common Stock that were exercised and/or held by the named
executive officers:
AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FY-END (#) FY-END ($)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Harry J. Muhlschlegel.... -- -- 0 0 -- --
Paul J. Karvois.......... -- -- 27,433 184,731 0 0
Brian J. Fitzpatrick..... -- -- 27,433 119,731 0 0
William F. English....... -- -- 0 0 -- --
Joseph A. Librizzi....... -- -- 0 60,000 -- 50,000
Raymond M. Conlin........ -- -- 0 55,400 -- 55,400
</TABLE>
6
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company consists of Harry Muhlschlegel,
the Company's Chief Executive Officer, and Gordon R. Bowker and Samuel H. Jones,
Jr., the Company's two outside directors. The Compensation Committee establishes
the salaries of the executive officers of the Company, incentives and other
forms of compensation and benefit plans and also administers the Company's 1994
Stock Option Plan and 1997 Incentive Plan.
Jevic's compensation program is designed to attract and retain experienced
executives and motivate them for both the short and long term. The executive
compensation program is comprised of four elements: competitive base salary,
benefits comparable to those shared by the general employee population, annual
bonus, and long term incentives linked to corporate performance.
Base Salary
Base salary for the Company's executive officers is determined by a
combination of several factors, salary market rates, valuation of the individual
executive officer's performance; performance of the company; and contribution to
the corporation. The various factors considered in the base salary decisions are
not formally weighted and the Committee uses subjective judgment in making its
decisions.
Annual Bonus
The annual bonus rewards achievement of annual targets of both corporate
and personal performance. Key performance measures are revenue growth, operating
income growth and quality of service, as defined by on-time performance.
Notwithstanding the Company's record revenues, operating income and net income
in 1998, the Compensation Committee determined not to award the Company's
executive officers any cash bonus in 1998 as the growth in operating income and
net income did not compare favorably with the goals set forth in the Company's
financial plan for 1998.
Long Term Incentive Compensation
Jevic believes its executives should have a substantial stake in the risks
and rewards of stockholders. Grants of stock options will be used to align
management's interests with stockholders' interests and encourage long-term
investment and interest in overall Company performance. The Company's 1997
Incentive Plan provides for the granting of stock options to eligible employees
including executive officers.
During 1998, the Compensation Committee approved the grant of stock options
to one newly elected executive officer upon his being promoted and one other
executive officer based on his record of service for the Company, as reflected
elsewhere in this Proxy Statement under "Option Grants in Year Ended December
31, 1998."
7
<PAGE>
CEO Compensation
In accordance with the compensation philosophy and process described above,
the Compensation Committee has continued Mr. Muhlschlegel's base salary at
$505,000. Mr. Muhlschlegel declined to be considered for an increase in his base
salary. The Compensation Committee will annually review Mr. Muhlschlegel's
compensation based upon the same criteria with respect to executive officer
compensation generally.
Limits of Deductibility of Compensation
Section 162(m) of the Internal Revenue Code imposes a $1 million limit on
the allowable tax deduction of compensation paid by a publicly-held corporation
to its Chief Executive Officer and its other four most highly compensated
executive officers employed at year-end, subject to certain pre-established
objective performance-based exceptions. The Committee intends to take Section
162(m) into account when formulating its compensation policies for the Company's
Chief Executive Officer and its other Executive Officers and to comply with
Section 162(m), if and where the Committee determines compliance to be
practicable and in the best interests of the Company and its stockholders.
<TABLE>
<S> <C>
Harry J. Muhlschlegel
Gordon R. Bowker
Samuel H. Jones, Jr.
</TABLE>
8
<PAGE>
STOCK PERFORMANCE CHART
The following Stock Performance Chart compares the Company's cumulative
total shareholder return on its Common Stock for the period from October 7, 1997
(the date the Common Stock commenced trading on the Nasdaq National Market) to
December 31, 1998 (the date the Company's 1998 fiscal year ended), with the
cumulative total return of the Standard & Poor's 500 Stock Index and the
Standard & Poor's Small Cap Trucking Group Index. The comparison assumes $100
was invested on October 7, 1997 in the Company's Common Stock and in each of the
foregoing indices and assumes reinvestment of dividends.
[GRAPHIC]
In the printed version of the document, a line graph
appears which depicts the following plot points:
Oct97 Dec97 Dec98
----- ----- -----
JEVIC TRANSPORTATION 100 107.5 52.5
S&P 500 INDEX 100 92.76 119.27
S&P TRUCKERS-SMALL 100 88.93 88.02
9
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of March 1, 1999, with
respect to the beneficial ownership of shares of Common Stock of the Company by
each person who is known to the Company to be the beneficial owner of more than
five percent of the Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
- ------------------------------------ ------------ --------
<S> <C> <C>
Bruce D. Burdick and George K. Reynolds, III................ 1,345,631(2) 23.5%
Capital Guardian Trust Company.............................. 593,500(3) 11.9%
333 South Hope Street, 55th Floor, Los Angeles, CA 90071
Dalton, Greiner, Hartman, Maher & Co........................ 495,100(4) 9.9%
1100 Fifth Avenue South, Suite 301, Naples, FL 34102
The Hartford Mutual Funds and Wellington Management
Company, LLP.............................................. 486,900(5) 9.8%
Putnam Investments, Inc..................................... 403,714(6) 8.1%
One Post Office Square, Boston, MA 02109
</TABLE>
- ------------------
(1) Information with respect to beneficial ownership is based upon information
furnished by the shareholder either to the Company's counsel or pursuant to
filings with the Securities and Exchange Commission.
(2) Messrs. Burdick and Reynolds each own 1,000 shares of stock for their own
account. The remaining 1,343,631 shares are held by Messrs. Burdick and
Reynolds as trustees pursuant to trusts for the benefit of members of the
Muhlschlegel family. Of such 1,343,631 shares, 749,975 are shares of Class A
Common Stock, reflected on an as-converted basis. Each share of Class A
Common Stock is convertible into one share of Common Stock and is entitled
to two votes per share on all matters on which holders of Common Stock are
entitled to vote. The address of Mr. Burdick is 148 Catherine Lane, Grass
Valley, California 95945, and the address of Mr. Reynolds is Gordon,
Feinblatt, Rothman, Hoffberger and Hollander, LLC, The Garrett Building, 233
East Redwood Street, Baltimore, Maryland 21202.
(3) Capital Guardian Trust Company is a bank, as defined in Section 3(a)(g) of
the Securities Exchange Act of 1934, and is deemed to have beneficial
ownership of these shares as a result of its serving as the investment
manager of various institutional accounts.
(4) Dalton, Greiner, Hartman, Maher & Co. is an investment adviser registered
with the Securities and Exchange Commission under Section 203 of the
Investment Advisers Act of 1940, as amended. The company is deemed to have
beneficial ownership of these shares which are owned of record by its
investment advisory clients.
(5) The Hartford Mutual Funds, P.O. Box 2999, Hartford, CT 06115, is an
investment company registered with the Securities and Exchange Commission
under Section 8 of the Investment Company Act and is deemed to have
beneficial ownership of these shares which are owned by its Hartford Capital
Appreciation Fund. Wellington Management Company, LLP, 75 State Street,
Boston, MA 02109, is an investment adviser registered with the Securities
and Exchange Commission under Section 203 of the Investment Advisers Act of
1940, as amended, and is the sub-investment adviser of the Hartford Capital
Appreciation Fund. Wellington Management Company, LLP is deemed to have
beneficial ownership of these shares which are owned of record by its
investment advisory clients.
(6) Certain Putnam investment managers (together with their parent corporations,
Putnam Investments, Inc. and Marsh & McLennan Companies, Inc.) are
considered the beneficial owners of these shares which were acquired for
investment purposes by such investment managers for certain of their
advisory clients.
10
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of March 1, 1999, with
respect to the beneficial ownership of shares of Common Stock by each director
or nominee for director, by each of the named executive officers, and by all
directors and executive officers as a group. Unless otherwise indicated, each
person listed has sole voting power and sole investment power over the shares
indicated.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNERSHIP OF CLASS
- --------------------------------------- ------------ --------
<S> <C> <C>
Harry J. Muhlschlegel....................................... 2,494,717(2) 33.4%
Karen B. Muhlschlegel....................................... 2,494,852(2) 33.4%
Paul J. Karvois............................................. 28,433(3) *
Brian J. Fitzpatrick........................................ 27,933(3) *
Joseph A. Librizzi.......................................... 700(4) *
William F. English.......................................... -- *
Raymond M. Conlin........................................... 1,567 *
Gordon R. Bowker............................................ 10,000 *
Samuel H. Jones, Jr......................................... 15,000 *
All directors and executive officers as a group (9
persons).................................................. 5,073,202(5) 50.6%
</TABLE>
- ------------------
* Less than 1%
(1) The address of each person named in the table is: c/o Jevic Transportation,
Inc., P.O. Box 5157, Delanco, New Jersey 08015.
(2) The shares owned by Mr. and Mrs. Muhlschlegel are shares of Class A Common
Stock and are reflected on an as-converted basis. Shares of Class A Common
Stock are entitled to two votes per share and vote with the Common Stock on
all matters on which holders of Common Stock are entitled to vote. Each
share of Class A Common Stock is convertible into one share of Common Stock.
(3) Includes 27,433 shares of Common Stock purchasable upon the exercise of
stock options.
(4) These shares are held by Mr. Librizzi jointly with his wife.
(5) Includes 54,866 shares of Common Stock purchasable upon the exercise of
stock options.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
The Company currently leases its primary maintenance facility in
Willingboro, New Jersey from Harry and Karen Muhlschlegel. Rent expense on the
property was $114,240 for 1998. The Company's lease expires in 2013.
In April 1997, grantor annuity trusts for Harry and Karen Muhlschlegel
borrowed a total of $438,065 from the Company. The loans were repaid in full on
February 27, 1998. Interest for 1998 was $4,299.
The Company considers the terms of its transactions with the Muhlschlegels
to be at arms length, reasonably equivalent to terms it could obtain through
negotiations with an unaffiliated third party during similar economic
conditions.
11
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission ("SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 1998, all Section
16(a) filing requirements applicable to the Company's officers, directors and
greater than ten-percent beneficial owners were complied with, except that Mr.
Conlin filed his initial statement of beneficial ownership late and Mr. Bowker
filed one form late relating to one transaction.
RATIFICATION OF
APPOINTMENT OF AUDITORS
(PROPOSAL 2)
The Board of Directors has selected Arthur Andersen LLP, independent public
accountants, to audit the consolidated financial statements of the Company for
the year ending December 31, 1999, and recommends that the shareholders ratify
such selection. This appointment will be submitted to the shareholders for
ratification at the Annual Meeting.
The submission of the appointment of Arthur Andersen LLP is not required by
law or by the By-laws of the Company. The Board of Directors is nevertheless
submitting it to the shareholders to ascertain their views. If the shareholders
do not ratify the appointment, the selection of other independent public
accountants will be considered by the Board of Directors. If Arthur Andersen LLP
shall decline to accept or become incapable of accepting its appointment, or if
its appointment is otherwise discontinued, the Board of Directors will appoint
other independent public accountants.
A representative of Arthur Andersen LLP is expected to be present at the
Annual Meeting, will have the opportunity to make a statement, and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2 TO RATIFY THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 1999.
12
<PAGE>
OTHER BUSINESS
Management knows of no other matters that will be presented at the Annual
Meeting. However, if any other matter properly comes before the meeting, or any
adjournment or postponement thereof, it is intended that proxies in the
accompanying form will be voted in accordance with the judgment of the
proxyholders named therein.
ANNUAL REPORT
A copy of the Company's 1998 Annual Report to Shareholders accompanies this
Proxy Statement.
SHAREHOLDER PROPOSALS
In order for a nomination for the election of a director or any other
proposal to be presented by any shareholder at the Annual Meeting of
Shareholders to be held in 2000, notice of the nomination or other proposal must
be delivered by the shareholder to the Secretary of the Company at its principal
executive offices not earlier than the close of business on February 14, 2000
and not later than the close of business on March 15, 2000, and, in the case of
a proposal, the proposal must be an appropriate subject for shareholder action
under applicable law. In the event that the Company receives notice of a
shareholder proposal within the time frame set forth above, then so long as the
Company includes in its proxy statement for the Annual Meeting of Shareholders
to be held in 2000 advice on the nature of the matter and how the named
proxyholders intend to vote the shares for which they have received
discretionary authority, such proxyholders may exercise discretionary authority
with respect to such proposal, except to the extent limited by the SEC's rules
governing shareholder proposals. In order for a shareholder proposal to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to that Meeting, the proposal must be received by the Company at its
principal executive offices not later than December 18, 1999.
------------------------------
THE COMPANY WILL PROVIDE TO EACH PERSON SOLICITED, WITHOUT CHARGE EXCEPT
FOR EXHIBITS, UPON REQUEST IN WRITING, A COPY OF ITS ANNUAL REPORT ON FORM 10-K,
INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31,
1998. REQUESTS SHOULD BE DIRECTED TO CHIEF FINANCIAL OFFICER, JEVIC
TRANSPORTATION, INC., 600 CREEK ROAD, DELANCO, NEW JERSEY 08075.
By Order of the Board of Directors
/s/ Harry J. Muhlschlegel
--------------------------------------
Harry J. Muhlschlegel
Chairman of the Board and Chief Executive
Officer
Date: April 16, 1999
Delanco, New Jersey
13
<PAGE>
FOLD AND DETACH HERE
Jevic Transportation, Inc.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FROM HOLDERS OF CLASS A COMMON STOCK
This Proxy will be voted as directed. If no direction is made, it will
be voted "FOR" Items 1 and 2.
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1 AND 2.
1. Election of Directors Paul J. Karvois and Karen B. Muhlschlegel
|_| FOR all listed nominees
|_| WITHHOLD AUTHORITY to vote for all listed nominees
|_| LISTED NOMINEES except the following (Instruction: To withhold authority to
vote for any individual nominee, write the name of such nominee(s) in the space
provided.)
2. Approval of appointment of FOR AGAINST ABSTAIN
Arthur Andersen LLP as |_| |_| |_|
independent auditor
Please indicate whether you will attend the Annual Meeting of Shareholders on
May 14, 1999.
I |_| plan/ |_| do not plan to attend the Annual Meeting
<PAGE>
JEVIC TRANSPORTATION, INC.
ANNUAL MEETING
Cherry Hill Hilton
Route 70
Cherry Hill, NJ
May 14, 1999
10:00 a.m. Eastern Standard Time
FOLD AND DETACH HERE
The undersigned hereby appoints Harry J. Muhlschlegel and Karen B.
Muhlschlegel, and each of them, as proxies with full power of substitution, to
vote all shares of Class A Common Stock which the undersigned has power to vote
at the Annual Meeting of Shareholders of Jevic Transportation, Inc. to be held
at 10:00 a.m. EDT on May 14, 1999, and at any adjournment or postponement
thereof, in accordance with the instructions set forth herein and with the same
effect as though the undersigned were present in person and voting such shares.
The proxies are authorized in their discretion to vote upon such other business
as may properly come before the meeting.
Dated: __________________________________, 1999
_______________________________________________
_______________________________________________
(Shareholders Sign Here)
Please sign exactly as name appears. Joint
owners should each sign. Executors,
administrators, trustees, etc. should so
indicate when signing. If signer is a
corporation, please sign full name by duly
authorized officer.
<PAGE>
FOLD AND DETACH HERE
Jevic Transportation, Inc.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This Proxy will be voted as directed. If no direction is made, it will
be voted "FOR" Items 1 and 2.
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1 AND 2.
1. Election of Directors Paul J. Karvois and Karen B. Muhlschlegel
|_| FOR all listed nominees
|_| WITHHOLD AUTHORITY to vote for all listed nominees
|_| LISTED NOMINEES except the following (Instruction: To withhold authority to
vote for any individual nominee, write the name of such nominee(s) in the space
provided.)
2. Approval of appointment of FOR AGAINST ABSTAIN
Arthur Andersen LLP as |_| |_| |_|
independent auditor
Please indicate whether you will attend the Annual Meeting of Shareholders on
May 14, 1999.
I |_| plan/ |_| do not plan to attend the Annual Meeting
<PAGE>
JEVIC TRANSPORTATION, INC.
ANNUAL MEETING
Cherry Hill Hilton
Route 70
Cherry Hill, NJ
May 14, 1999
10:00 a.m. Eastern Standard Time
FOLD AND DETACH HERE
The undersigned hereby appoints Harry J. Muhlschlegel and Karen B.
Muhlschlegel, and each of them, as proxies with full power of substitution, to
vote all shares of Class A Common Stock which the undersigned has power to vote
at the Annual Meeting of Shareholders of Jevic Transportation, Inc. to be held
at 10:00 a.m. EDT on May 14, 1999, and at any adjournment or postponement
thereof, in accordance with the instructions set forth herein and with the same
effect as though the undersigned were present in person and voting such shares.
The proxies are authorized in their discretion to vote upon such other business
as may properly come before the meeting.
Dated: __________________________________, 1999
_______________________________________________
_______________________________________________
(Shareholders Sign Here)
Please sign exactly as name appears. Joint
owners should each sign. Executors,
administrators, trustees, etc. should so
indicate when signing. If signer is a
corporation, please sign full name by duly
authorized officer.
