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OMI CORPORATION o One Station Place o Stamford, CT 06902
April 14, 2000
DEAR STOCKHOLDER:
You are cordially invited to attend the 2000 annual meeting of OMI
Corporation stockholders to be held at One Station Place, Stamford, Connecticut,
on Thursday, May 18, 2000 at 9:00 a.m.
Matters to be considered and acted upon by our stockholders include the
election of directors and ratification of the appointment of OMI Corporation's
certified public accountants. These matters and the procedures for voting your
shares are discussed in the accompanying Notice of Annual Meeting and Proxy
Statement.
The vote of every stockholder is important regardless of the number of
shares owned. Accordingly, your prompt cooperation in signing, dating, and
mailing the enclosed proxy will be appreciated.
Sincerely,
/s/ CRAIG H. STEVENSON, JR.
------------------------------------
Craig H. Stevenson, Jr.
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
OF OMI CORPORATION
----------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of OMI
Corporation will be held in the lower lobby at One Station Place, Stamford,
Connecticut on Thursday, May 18, 2000, at 9:00 a.m. (Eastern Daylight Savings
Time), for the following purposes:
(1) To elect three directors (Class II) for a three-year term, each to
hold office until his or her successor shall be duly elected and
qualified;
(2) To ratify the appointment of Deloitte & Touche LLP as auditors of OMI
Corporation and various subsidiaries for the year ending December 31,
2000; and
(3) To consider and act on such other business as may properly come before
the meeting.
The Board of Directors has fixed the close of business on April 10, 2000 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting.
A complete list of the stockholders entitled to vote at the meeting will be
located at the offices of OMI Corporation, One Station Place, Stamford,
Connecticut, at least 10 days prior to the meeting.
By Order of the Board of Directors
/s/ FREDRIC S. LONDON
----------------------
Fredric S. London
Secretary
Stamford, Connecticut
April 14, 2000
IMPORTANT
PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED STAMPED, ADDRESSED ENVELOPE SO THAT IF YOU ARE
UNABLE TO ATTEND THE MEETING YOUR SHARES MAY NEVERTHELESS BE VOTED.
<PAGE>
PROXY STATEMENT
The following statement is submitted to stockholders in connection with the
solicitation of proxies for the Annual Meeting of Stockholders of OMI
Corporation ("OMI" or the "Company") to be held May 18, 2000. OMI's corporate
headquarters is located at One Station Place, Stamford, Connecticut 06902, and
the Annual Meeting will be held in the lower lobby of that building. A proxy for
this meeting is enclosed. This proxy statement is being mailed on or about April
17, 2000 to shareholders of record as of April 10, 2000
The purposes of the meeting are:
(1) to elect three directors for a three-year term, each to hold office
until his successor shall be duly elected and qualified;
(2) to ratify the appointment of Deloitte & Touche LLP as auditors of OMI
and various subsidiaries for the current year; and
(3) to consider and act on such other business as may properly come before
the meeting.
The solicitation of the proxy enclosed with this Proxy Statement is made by
and on behalf of the Board of Directors of OMI. The cost of this solicitation
will be paid by OMI. Such costs include preparation, printing and mailing of the
Notice of Annual Meeting, form of proxy and Proxy Statement, which are enclosed.
The solicitation will be conducted principally by mail, although directors,
officers and employees of OMI and its subsidiaries (at no additional
compensation) may solicit proxies personally or by telephone and telegram.
Arrangements will be made with brokerage houses and other custodians, nominees
and fiduciaries for proxy material to be sent to their principals and OMI will
reimburse such persons for their expenses in so doing. OMI is also retaining
D.F. King & Co., Inc. to solicit proxies and will pay D.F. King & Co., Inc.
a fee of $6,500.
The shares represented by all valid proxies in the enclosed form will be
voted if received in time for the meeting and voted in accordance with the
specifications, if any, made on the proxy. If no specification is made, the
proxies will be voted FOR the management slate of directors and FOR the
ratification of the appointment of Deloitte & Touche LLP as auditors. A proxy is
revocable at any time prior to being voted by giving written notice to the
Secretary of OMI or by attending the meeting and voting in person.
VOTING SECURITIES
As of April 10, 2000, the record date for the meeting, OMI had outstanding
57,527,678 shares of common stock, par value $.50 per share (the "Common
Stock"). Each share of Common Stock is entitled to one vote per share on all
matters to come before the meeting, including the election of directors. The
election of each nominee for director and the ratification of Deloitte & Touche
LLP as auditors require the affirmative vote of the holders of a majority of the
shares of Common Stock present in person or represented by proxy at the meeting.
Broker non-votes will not be treated as votes cast with respect to any matter
presented at the Annual Meeting and abstentions will be treated as negative
votes on all matters other than election of directors.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF OMI
(a) The following tables sets forth, as of April 1, 2000, certain
information with respect to (i) each person known to OMI to be the beneficial
owner of more than five percent (5%) of OMI's Common Stock, which is the only
class of outstanding voting securities, (ii) each director, (iii) each of
certain executive officers, (iv) the Board Nominees and (v) all directors and
all executive officers as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS
------------------- ------------------------ --------
<S> <C> <C>
Mega Tankers Newbuilding AS (2) .............................. 6,299,998 10.95
Gaasholmen
Farsund, Norway 4550
Spindrift Partners, L.P. and Spindrift Investors ............. 3,700,000 6.43
(Bermuda) L.P.
c/o Wellington Management Company LLP
75 State Street
Boston, MA 02109
State Street Research and Management Company ................. 3,092,800 5.38
One Financial Center, 30th Floor
Boston, MA 02111-2690
Craig H. Stevenson, Jr. (3) .................................. 607,788 1.06
Robert L. Bugbee (4) ......................................... 232,188 *
Vincent J. de Sostoa (5) ..................................... 177,502 *
Fredric S. London (6) ........................................ 272,871 *
Henry Blaustein (7) .......................................... 70,900 *
James Hood (8) ............................................... 30,741 *
James D. Woods (8) ........................................... 80,741 *
Michael Klebanoff (9) ........................................ 439,737 *
Edward Spiegel (10) .......................................... 147,241 *
All directors and executive officers as a group (17 persons).. 2,389,319 4.15%
</TABLE>
- ----------
* Represents holdings of less than one percent.
(1) Includes all shares with respect to which each person, executive officer or
director directly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares the power to vote or to direct
voting of such shares or to dispose or to direct the disposition of such
shares. With respect to executive officers, includes shares that may be
purchased under currently exercisable stock options granted pursuant to the
OMI Corporation 1998 Stock Option Plan, shares held under the OMI
Corporation Savings Plan and units or shares held under the OMI Corporation
1998 Performance Share Unit Plan. With respect to non-employee directors,
includes shares that may be purchased under currently exercisable stock
options granted pursuant to the OMI Corporation 1998 Stock Option Plan.
2
<PAGE>
(2) Includes 599,998 owned of record by two shareholders of Mega Tankers
Newbuilding AS.
(3) Includes options to purchase 100,000 shares, 2000 shares held in a
corporation in which the executive has no interest but his spouse owns a
50% interest and performance units convertible into 60,000 shares.
(4) Includes options to purchase 70,000 shares, 1000 shares owned by his spouse
and performance units convertible into 40,000 shares.
(5) Includes options to purchase 52,340 shares and performance units
convertible into 25,000 shares.
(6) Includes options to purchase 77,000 shares, performance units convertible
into 25,000 shares and 24,000 shares owned by his children.
(7) Includes options to purchase 30,000 shares and performance units
convertible into 25,000 shares.
(8) Includes options to purchase 10,000 shares.
(9) Includes options to purchase 30,000 shares.
(10) Includes 14,000 shares owned by his children and 5,000 shares owned by a
foundation and options to purchase 10,000 shares.
ELECTION OF DIRECTORS
Pursuant to OMI's Articles of Incorporation, as amended, and By-Laws, the
Board of Directors of OMI is divided into three classes as set forth in the
following table. Each Class consists of three directors. The directors in each
class hold office for staggered terms of three years. The three Class II
directors, Messrs. Edward Spiegel, Craig H. Stevenson, Jr., and James D. Woods,
whose present terms expire in 2000, are being proposed for new three year terms
(expiring in 2003) at this Annual Meeting. The Class II directors were elected
by the then current shareholder of the Company (then OMI Corp. and now known as
"Marine Transport Corporation", and referred to herein as "Old OMI") prior to
the Company being spun off to Old OMI's shareholders on June 17, 1998 (the
"Spin-off").
All nominees in Class II are willing to serve as directors, but if any
nominee becomes unable to serve prior to the Annual Meeting, the persons named
as Proxies have discretionary authority to vote for a substitute nominee named
by Management, or Management may reduce the number of directors to be determined
and elected.
The Board of Directors recommends a vote in favor of the election of the
nominees for directors.
3
<PAGE>
The following tables set forth certain information regarding the members of
and nominees for the Board of Directors:
<TABLE>
<CAPTION>
CLASS AND
YEAR IN FIRST
NAME AND OTHER WHICH TERM PRINCIPAL BECAME A
INFORMATION AGE WILL EXPIRE OCCUPATION DIRECTOR
-------------- --- ----------- ---------- --------
NOMINEES FOR ELECTION AT THE 2000 ANNUAL MEETING
<S> <C> <C> <C> <C>
Edward Spiegel ................. 61 Class II Private investor, former partner of 6/17/98
2000 Goldman Sachs
Craig H. Stevenson, Jr ......... 45 Class II Chairman of the Board, President and Chief 1/15/98
2000 Executive Officer of OMI Corporation
James D. Woods ................. 68 Class II Chairman Emeritus and Consultant to 6/17/98
2000 Baker Hughes Inc.
DIRECTORS WHOSE TERMS CONTINUE
Robert Bugbee .................. 39 Class I Chief Operating Officer and Senior, 1/15/98
2002 Vice President OMI Corporation
James N. Hood .................. 65 Class I Retired former President and Chief Executive 6/17/98
2002 Officer of Teekay Shipping Corporation
Michael Klebanoff .............. 79 Class III Private investor; Chairman Emeritus of 6/17/98
2001 OMI Corporation
</TABLE>
ADDITIONAL INFORMATION RELATING TO THE BOARD OF DIRECTORS
During 1999, there were five Board of Directors' meetings of the Company.
All directors attended all five meetings except for one director, who missed one
meeting.
The Audit Committee, now comprising Messrs. Spiegel, Hood and Klebanoff,
recommends to the Board the auditors to be appointed by the Company, reviews the
results of each year's audit, evaluates any recommendations the auditors may
propose with respect to the Company's internal controls and procedures and
oversees the responses made to any such recommendations. The Compensation
Committee, comprising Messrs. Woods and Spiegel, reviews and determines the
compensation of the Company's executives. In 1999, the Audit Committee met once
for the purpose of reviewing audit procedures and inquiring into financial,
legal, and other matters, and the Compensation Committee met twice for the
purpose of reviewing overall compensation and employee benefit practices and
programs. The Company does not have a nominating or similar committee.
CRAIG H. STEVENSON JR. was appointed President and Chief Executive Officer
of the Company in 1998. Mr. Stevenson had been Chief Executive Officer of Old
OMI from January 1997 and was President of Old OMI from November 1995 to June
1998. He was elected Chief Operating Officer of Old OMI in November 1994 and
Senior Vice President/Chartering in August 1993.
4
<PAGE>
ROBERT BUGBEE was elected Director and Senior Vice President of the Company
in 1998 and Chief Operating Officer in March 2000. He was Senior Vice President
of Old OMI from August 1995 to June 1998. Mr. Bugbee joined Old OMI in February
1995. Prior thereto, he was Head of Business Development at Gotaas-Larsen
Shipping Corporation for more than three years.
JAMES N. HOOD was President and Chief Executive Officer of Teekay Shipping
Corporation from 1992 to 1998, Director of Teekay Shipping Corporation from 1993
to 1998 and consultant to Teekay Shipping Corporation from 1998 to 2000. In
addition to his 23 years of shore service in various senior management
positions, Captain Hood served at sea for 19 years, including four years of
command experience.
MICHAEL KLEBANOFF is a private investor. He was President of Old OMI from
1969 to 1983 and was Chairman of the Board of Old OMI from 1983 until November
1995. Mr. Klebanoff is a director of Old OMI.
EDWARD SPIEGEL was a general partner of Goldman Sachs from 1984 to 1995.
Mr. Spiegel is a Chartered Financial Analyst and a member of the New York
Society of Security Analysts. In 1998 Mr. Spiegel became adirector of Genesis
Direct, Inc., now known as PROTEAM.COM. Mr. Spiegel is an Advisory Director of
Goldman Sachs & Co.
JAMES D. WOODS is Chairman Emeritus and consultant to Baker Hughes Inc.,
one of the largest companies in the oil-services industry, and worked for its
predecessor from 1955 to 1997. From January 1989 until January of 1997Mr. Woods
was Chairman of the Board and Chief Executive Officer of Baker Hughes Inc. Mr.
Woods is also adirector of Wynns International Inc., Howmet International Inc.,
Varco International Inc., Kroger Co., and Kaiser Aluminum Corp.
CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS
No current Director or nominee for Director had any business relationship
with the Company in 1999.
COMPENSATION OF DIRECTORS
Directors who are also officers or employees of the Company do not receive
any fees or remuneration for services as members of the Board of Directors or of
any Committee thereof. Each non-employee director in 1999 was compensated
$20,000 annually (except Michael Klebanoff receives $50,000 per year by virtue
of an agreement made by the predecessor of the Company in 1984) and $750 per
board and committee meeting attended. The outside directors other than Mr.
Klebanoff received shares in the Company in 1999 and 2000 in lieu of the annual
fee at the closing prices on the day of the first board meeting of 1999 and of
2000, respectively.
EXECUTIVE COMPENSATION
The Summary Compensation Table shows the compensation paid by Old OMI (for
the period to June 17, 1998) and by the Company (thereafter to year-end in 1998
and in 1999) of each of the Company's five most highly compensated executive
officers (the "named executive officers").
5
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
--------------------------------- ------------------------
RESTRICTED
OTHER STOCK
ANNUAL OTHER OPTIONS/ ALL OTHER
NAME AND SALARY BONUS COMPENSATION ANNUAL SARS COMPENSATION
PRINCIPAL POSITION YEAR ($) (4) ($) (4) ($) (5) AWARDS ($) (#) (1) (2) ($) (3)
------------------ ---- -------- -------- ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Craig H. Stevenson, Jr. 1999 389,000 121,620 97,866 0 0 63,492
President and Chief 1998 389,000 253,200 0 0 0 43,302
Executive Officer 1997 380,000 1,062,500 0 459,375 50,000 32,985
Robert Bugbee 1999 272,000 81,080 12,739 0 0 22,406
Sr. Vice President/ 1998 272,000 168,800 0 0 0 46,714
Commercial and 1997 250,000 531,250 0 0 0 19,412
Chief Operating Officer
Vincent J. deSostoa 1999 256,000 50,674 1,209 0 0 22,595
Sr. Vice President, Chief 1998 256,000 105,500 0 0 0 47,257
Financial Officer and 1997 250,000 531,250 0 0 0 21,553
Treasurer
Fredric S. London 1999 246,000 50,674 6,527 0 0 17,920
Sr. Vice President, General 1998 246,000 105,500 0 0 0 46,838
Counsel and Secretary 1997 240,000 531,250 0 0 0 20,930
Henry Blaustein (6) 1999 240,000 50,674 1,209 0 0 23,344
Sr. Vice President, OMI 1998 240,000 105,500 0 0 30,000 28,859
Marine Services LLC 1997 99,511 214,200 0 137,812 15,000 5,290
</TABLE>
- ----------
(1) All restrictions on restricted stock holdings lapsed on or before June 17,
1998.
(2) Options granted under the Old OMI 1995 Incentive Equity Plan and converted
to the OMI Corporation 1998 Stock Option Plan (the "Plan") to the named
executive officers. No stock appreciation rights ("SARs") have been granted
under the Plan.
(3) Includes (i) amounts contributed under the OMI Corporation Savings Plan and
OMI Corporation Executive Savings Plan in 1999 for Mr. Stevenson at a value
of $62,817, for Mr. deSostoa at a value of $20,684, for Mr. London at a
value of $16,429, for Mr. Bugbee at a value of $21,991 and for Mr.
Blaustein at a value of $20,866 and (ii) amounts reflecting the cost of
group-term life insurance coverage over $50,000 for Mr. Stevenson at a
value of $675, for Mr. deSostoa at a value of $1,911, for Mr. London at a
value of $1,491, for Mr. Bugbee at a value of $414, and for Mr. Blaustein
at a value of $2,478.
(4) Represents amounts earned the relevant year. In some instances, the payment
of all or a portion may have been deferred to a subsequent year.
(5) The Company pays the costs of a membership, including dues and assessments,
for a club to be used for business purposes by senior executives. The
amounts listed represent such costs and a car allowance in the amount of
$1,209 per year.
(6) Mr. Blaustein joined the Company in July 1997. His 1997 annualized salary
was $235,000.
6
<PAGE>
EMPLOYMENT CONTRACTS
OMI has employment agreements with Messrs. Stevenson, deSostoa, London,
Bugbee, Blaustein and its Vice Presidents which provide for an annual base
salary and a performance incentive bonus. The base salary is the amount paid in
the previous year plus any raise granted by the OMI Board. Under the contracts,
bonuses are paid at the discretion of the OMI Board. Each of these agreements
also provides that if the employee's employment (i) is terminated without cause
(as defined in his employment agreement), (ii) the employee voluntarily
terminates his employment within 90 days of a relocation (following a Change in
Control) or reduction in compensation or responsibilities, or (iii) the employee
is disabled (as defined in his employment agreement), such employee will
continue to receive base salary and other benefits for a period of two years.
Under these employment agreements, if such an employee's employment terminates
(other than for "cause" or becoming "disabled") within two years after a Change
in Control (as defined in the employment agreements), OMI is required to pay the
executive a bonus equal to the total annual bonuses previously paid to the
employee within the twelve months immediately preceding such change in control.
In addition, in the event of a Change in Control (as defined in the relevant
agreement) and if any such employee's employment is terminated by OMI without
cause (other than for reasons of disability) or by the employee as described in
clause (ii) above, within 2 years before or after such a Change in Control, OMI
will pay such employee an amount equal to three times the sum of his then
current base salary and his incentive bonus paid during the previous twelve
months, reduced, in the case of a termination occurring prior to such a change
in control by any severance theretofore paid to the employee under his
employment agreement.
OPTION GRANTS IN 1999
No new stock options or stock appreciation rights were granted to the named
executive officers during calendar year 1999.
AGGREGATE OPTION EXERCISES IN 1999 AND YEAR-END OPTIONS VALUES
No executive officer exercised stock options during fiscal year 1999. Based
on the closing price on the New York Stock Exchange on December 31, 1999 of
$2.06, no options were exercisable in-the-money.
REPORT ON SENIOR EXECUTIVE COMPENSATION
BY THE BOARD OF DIRECTORS' COMPENSATION COMMITTEE
OMI's senior executive compensation program is designed to ensure that OMI
can attract and retain executives who will contribute to OMI's success by their
ability, ingenuity and industry experience, and to enable these executives to
participate in the long-term success and growth of OMI by giving them a
proprietary interest in OMI. OMI's senior executive compensation program
recognizes and encourages individual skills, commitment to corporate goals, and
contributions to Company and shareholder interests. The Compensation Committee
believes that the Company's compensation for senior executives is comparable to
that of competitors and serves the interest of shareholders.
COMPENSATION PHILOSOPHY
OMI's senior executive compensation program, which governs compensation
paid to senior executive officers is designed to:
(1) encourage senior executives to identify with the goals and objectives
of the Company and to reward the achievement of those goals and
objectives;
7
<PAGE>
(2) acknowledge individual contributions of executives in achieving
corporate goals;
(3) encourage executives to be creative and aggressive, within the bounds
of sound reason, in working toward Company and shareholder objectives;
(4) sufficiently relate compensation to performance to encourage highly
focused attention to corporate goals, while at the same time
incorporating recognition of the cyclical nature of the shipping
industry;
(5) provide an appropriate mix of short and long-term compensation to
reward both current performance and future commitment to OMI; and
(6) establish a working environment that encourages talent, rewards good
judgment, and maintains a quality working environment.
In the highly cyclical bulk shipping market, the knowledge and judgment of
a company's senior executives are particularly critical to the success of the
enterprise. A lost opportunity may not be presented again for many years.
Therefore, OMI's senior executive compensation program takes into account not
only the normal financial considerations, but also, through discussions with the
Company's senior executives and through presentations at Board of Directors
meetings, an assessment of how well the executive has judged and reacted to the
programs and opportunities presented to OMI in the course of market changes.
OMI's senior executive compensation program, which is based on an
assessment undertaken by an independent compensation consultant, includes base
salary and a program which provides both bonus and equity participation in the
Company based upon the performance of the Company's stock price. All of the
senior executive have stock options and stock received in connection with the
spin-off from Old OMI and the Board of Directors has set minimum levels of stock
ownership which the senior executives are to meet. The executives have the
incentive to make strategic decisions that will position the Company for future
long-term success, improve the efficiency, quality and safety of shipping
operations and efforts to develop and improve the business of the Company.
ANNUAL COMPENSATION AND LONG TERM AWARDS
Base salaries of OMI's Chief Executive Officer and other named executive
officers are listed in the Executive Compensation Table on page 6. Base salaries
are reviewed annually by the Compensation Committee. Upward adjustments of base
salaries are determined by an assessment of the base salaries included in
employment contracts for the Chief Executive Officer and the other named
executive officers, recent issues and difficulties addressed by the chief
Executive Officer and the other named executive officers, efforts expended to
carry out job responsibilities, general pay practices of similar companies with
similar job categories and internal equity considerations. OMI tries to maintain
a competitive salary structure in comparison to the median salaries paid in the
shipping industry in order to attract and retain the highly qualified
individuals necessary to ensure OMI prospers and rewards shareholder confidence.
Bonuses, along with increases in base salaries, provide the short-term
incentive portion of executive compensation at OMI. The Board of Directors
approved a plan in 1998 which provides bonuses based on the Company's stock
price. Fifty percent of the amount of any bonus is paid in cash and fifty
percent is deferred and paid in OMI common stock or cash when the executive's
employment terminates unless the executive owns sufficient stock to satisfy
requirements established by the Board of Directors. No raises have been given
for 2000 to the senior executive officers because of the Company's financial
situation.
8
<PAGE>
POLICY WITH RESPECT TO SECTION 162(M)
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the
tax deduction that a publicly held company can take with respect to the
compensation of certain of its executive officers to the extent that such
compensation exceeds $1 million in a taxable year, unless the compensation
qualifies for any of several exceptions provided in the statute, including an
exception for "performance based" compensation. As the Company is a Marshall
Islands entity and its revenues are exempt from U.S. federal taxation, it does
not take tax deductions for the compensation of its executives. Nonetheless, it
does not expect that the total compensation for any of the Company's executive
officers will exceed the amount of $1 million in any year in the immediate
future unless there is a substantial increase in the Company's stock price.
COMPENSATION COMMITTEE
The OMI Board of Directors' Compensation Committee, which is responsible
for the administration of OMI's senior executive compensation program, is
composed entirely of independent outside directors. The Compensation Committee
reviews all aspects of senior executive compensation and recommends to the Board
of Directors annual and long-term components of Chief Executive Officer and
named executive officer compensation.
COMPENSATION COMMITTEE
James D. Woods, Chairman
Edward Spiegel
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee comprises Messrs. Woods and Spiegel, both of
whom are directors of the Company and neither of whom are or were officers of
the Company or any of its subsidiaries. Neither provided other services to the
Company nor received other remuneration from the Company in 1999. Mr. Spiegel is
a limited partner and Advisory Director at Goldman Sachs & Co., which performs
investment banking services for the Company.
9
<PAGE>
COMPARATIVE PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total shareholder
return on the Company's Common Stock with the cumulative total return of the Dow
Jones Equity Market Index and the Dow Jones Marine Transportation Index
commencing 1998, as the Company first traded publicly on June 18, 1998.
COMPARISON OF CUMULATIVE TOTAL RETURNS
AMONG OMI CORPORATION, DOW JONES EQUITY MARKET INDEX AND
DOW JONES MARINE TRANSPORTATION INDEX
FISCAL YEAR ENDING DECEMBER 31
[GRAPHICAL REPRESENTATION OF DATA CHART]
- -------------------------------------------------------------------------------
6/18/99 6/30/98 12/31/98 6/30/99 12/31/99
- -------------------------------------------------------------------------------
OMI CORP ........................... 100 98 40 25 25
- -------------------------------------------------------------------------------
DOW JONES US EQUITY INDEX .......... 100 103 113 126 136
- -------------------------------------------------------------------------------
DOW JONES MARINE TRANSPORTATION .... 100 104 80 87 99
- -------------------------------------------------------------------------------
The total return on the Company's Common Stock and each index assumes the
value of each investment was $100 on June 18, 1998.
AUDIT COMMITTEE CHARTER
On February 10, 2000 the Board of Directors adopted the Audit Committee
Charter, a copy of which is appended hereto as Appendix 1. The Charter sets
forth the organizational parameters, role and responsibility of the Audit
Committee. All members of the Audit Committee are "independent" as defined in
the New York Stock Exchange's listing standards.
10
<PAGE>
APPROVAL OF AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP as auditors of
OMI and various subsidiaries for the year 2000. A representative of Deloitte &
Touche LLP, who were also the auditors of OMI for 1999, is expected to be
present at the meeting with the opportunity to make a statement if he desires to
do so and to respond to appropriate questions.
The Board of Directors recommends a vote in favor of ratification of the
appointment of Deloitte & Touche LLP as auditors for 2000.
SECTION 16(A) REPORTING
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors and holders of more than 10% of the Company's common stock
(collectively, "reporting persons") to file reports of ownership and changes in
ownership of the Company's equity securities with the Securities and Exchange
Commission and the New York Stock Exchange. Based upon a review of the copies of
such reports furnished to the Company and written representations from the
reporting persons other than executive officers and directors of the Company
that no reports on Form 5 were required to be filed, the Company believes that
all reports by such reporting persons were timely filed.
OTHER MATTERS
OMI has no knowledge of any matters to be presented to the meeting other
than those set forth above. The persons named in the accompanying form of proxy
will use their own discretion in voting with respect to matters which are not
determined or known at the date hereof.
Copies of OMI's Annual Report on Form 10-K, excluding exhibits, are
available to any stockholder, at no charge, by writing to: Corporate Relations
Department, OMI Corporation, One Station Place, Stamford, CT 06902.
SHAREHOLDER PROPOSALS
Any proposals of stockholders to be presented at OMI's next Annual Meeting
must be received at OMI's principal executive offices, One Station Place,
Stamford, CT 06902, Attention: Secretary, not later than December 31, 2000, for
inclusion in OMI's proxy statement and form of proxy relating to that Annual
Meeting. A shareholder who intends to present an item of business at the 2001
Annual Meeting of Stockholders (other than a proposal submitted for inclusion in
the Company's proxy materials) must provide notice of such business to the
Secretary of the Company on or before March 14, 2001.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1999 has been mailed to Stockholders.
By Order of the Board of Directors
/s/ FREDRIC S. LONDON
---------------------------------------
Fredric S. London
Secretary
Stamford, Connecticut
April 14, 2000
11
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APPENDIX 1
AUDIT COMMITTEE CHARTER
The Audit Committee (the "Committee") of OMI Corporation (the
"Corporation") will be organized consistent with the following significant
parameters:
SIZE OF THE COMMITTEE: The Committee will have three members.
QUALIFICATIONS: Committee members must be "Independent Directors" of the
company. (Members of the Committee will be considered independent if they have
no relationship to the Corporation that may interfere with the exercise of their
independence from management and the Corporation.) In addition, each Committee
member must be "Financially Literate" or must achieve this status through
training within six months of being appointed to the Committee (for these
purposes, "Financial Literacy" is the ability to read and understand fundamental
financial statements, including the balance sheet, income statement and cash
flow statement).
FREQUENCY OF MEETINGS: The Committee will meet at such times it deem
necessary to completely discharge its duties and responsibilities as outlined in
this charter.
APPOINTMENT OF MEMBERS AND CHAIRPERSON: Each Committee member will be
selected by the Chairman of the Board of Directors and will serve a term of one
year. Committee members can serve successive one-year terms without limitation.
The Chairperson of the Committee will be selected by the Chairman of the Board
of Directors and will serve in that capacity for one year. The Chairman must
have academic training in accounting or current or past experience in positions
of senior financial management (for example, currently or previously held the
position of Chief Financial Officer, Chief Executive Officer or Chairman of a
Corporation). The Chairman can serve successive terms in this capacity without
limitation.
ROLE AND RESPONSIBILITY: The function of the Committee shall be to provide
for effective oversight of the financial reporting process, the business risk
process and adequacy of internal controls, relationships with external and
internal auditors, financial compliance issues, and to exercise the following
powers and duties with respect to the following matters involving the
Corporation and including, unless otherwise specified, any of its direct or
indirect subsidiaries:
1. Review and approval of the Corporation's annual financial
statements, annual reports, registration statements, and material
amendments to any of them, as filed with the U.S. Securities and Exchange
Commission, and recommendations to the Board regarding the Board's
execution of them;
2. Such review of the annual financial statements, annual reports and
registration statements of the Corporation's direct or indirect
subsidiaries as in the Committee's judgment is appropriate in order to
fulfill its responsibilities;
3. Review of the Corporation's programs for compliance with applicable
financial disclosure requirements;
4. Review of the auditing of the Corporation's financial statements
with the independent public accountants, including the plan, fees and the
results of their auditing engagements;
5. Review of the non-audit professional services provided by the
Corporation's independent public accountants and related fees, considering
the possible effect they have on the independence of such accountants;
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6. Recommendations to the Board regarding the engagement of
independent public accountants;
7. Review of the Corporation's processes to maintain an adequate
system of internal controls;
8. Review of the scope and results of the Corporation's internal
audit plans and procedures;
9. Review of travel and entertainment expenses reported by the
executive officers of the Corporation;
10. Direction and supervision of investigations into matters within
the scope of the Committee's duties;
11. Recommendation to the Board regarding any proposal received from
any stockholder concerning any of the foregoing matters which the
stockholder proposes to present for action by the Corporation's
stockholders; and
12. Such other duties and responsibilities as may be assigned to the
Committee by the Board.
In carrying out these responsibilities, the Committee shall have full
access to the independent public accountants, the internal auditors, the General
Counsel, any of the Corporation's non-employee attorneys and advisors, and
executive and financial management in scheduled joint sessions or private
meetings as in its judgment it deems appropriate. The Corporation's independent
public accountants will have full access to the Committee.
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[LOGO]
OMI CORPORATION
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
ANNUAL MEETING
OF STOCKHOLDERS
MAY 18, 2000
9:00 A.M.
ONE STATION PLACE
STAMFORD, CONNECTICUT
[RECYCLE LOGO]
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OMI CORPORATION
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned stockholder of OMI
CORP. (the "Corporation") does hereby constitute ROBERT BUGBEE, VINCENT J. de
SOSTOA and FREDRIC S. LONDON, and each of them, attorneys and proxies with full
power of substitution to each, for and in the name of the undersigned and with
all the powers the undersigned would possess if personally present, to vote all
the shares of Common Stock of the undersigned in the Corporation at the Annual
Meeting of Stockholders of the Corporation, to be held at One Station Place,
Stamford, Connecticut on Thursday, May 18, 2000 at 9:00 A.M., on all matters as
may properly come before the meeting, as set forth in the Notice of Annual
Meeting of Stockholders, dated April 14, 2000 and at any and all adjournments
thereof.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES FOR DIRECTORS AND FOR THE RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS AUDITORS. IF NO SPECIFICATION IS MADE AS TO ANY
PROPOSAL, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR
DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
AUDITORS.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED ON THE REVERSE SIDE)
FOLD AND DETACH HERE
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This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no such directions are given with respect to
all or some items, as to such items, this Proxy will be voted FOR Proposals 1,
and 2.
Please mark your votes as indicated in this example [X]
WITHHOLD
AUTHORITY
to vote for
PROPOSAL 1: FOR all nominees
FOR election of the following three
CLASS II directors for a three-year [ ] [ ]
term, each to hold office until his
or her successor shall be elected and qualified:
Edward Spiegel, Craig H. Stevenson, Jr. and
James D. Woods
PROPOSAL 2:
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS OF THE
CORPORATION FOR THE YEAR 2000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ] I PLAN TO ATTEND MEETING [ ]
TO WITHHOLD VOTE FOR INDIVIDUAL NOMINEE[S): Write
that nominee(s) name in the space provided below).
__________________________________
The Board of Directors recommends a vote FOR all nominees in Proposal 1 and
FOR Proposal 2.
Signature(s)________________________________________ Date_____________
NOTE: Please mark, date, and sign your name as it appears hereon and return in
the enclosed envelope. When signing as an attorney, executor, administrator,
trustee or Guardian, please give full title as such. If signer is a corporation,
please sign full corporate name by duly authorized officer and attach corporate
seal. For joint accounts, each joint owner should sign.
FOLD AND DETACH HERE
