<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Emons Transportation Group, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee
[_] $125 per Exchange Act Rules 0-11 (c)(1)(ii), or 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A,
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3),
[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
EMONS TRANSPORTATION GROUP, INC.
96 South George Street
York, Pennsylvania 17401
Dear Stockholder:
On behalf of the Board of Directors, I cordially invite you to attend the
Annual Meeting of Stockholders to be held at 9:00 a.m., local time, on November
18, 1999 at The Yorktowne Hotel, 48 East Market Street, York, Pennsylvania 17401
(the "Meeting").
I look forward to greeting you personally. The accompanying Proxy Statement
describes the matters to be acted on at the Meeting, and I urge you to read it
carefully.
At the Meeting, your Board of Directors is recommending the election of
seven directors and the appointment of Arthur Andersen LLP as independent public
accountants. Your Board of Directors believes that the election of the seven
directors and the appointment of Arthur Andersen LLP as independent public
accountants are in the best interests of all stockholders and has unanimously
recommended that you vote "FOR" both proposals.
It is important that your shares be represented at the Meeting regardless
of the number of shares you may hold. In order for your vote to be counted, you
must sign, date and return the enclosed proxy card or attend the Meeting in
person. I urge you to sign and return the enclosed proxy card promptly.
Sincerely,
/s/ Robert Grossman
Robert Grossman
Chairman of the Board, Chief
Executive Officer and President
York, Pennsylvania
October 15, 1999
<PAGE>
EMONS TRANSPORTATION GROUP, INC.
96 South George Street
York, Pennsylvania 17401
___________________
NOTICE OF 1999 ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD NOVEMBER 18, 1999
_________________
TO THE STOCKHOLDERS OF EMONS TRANSPORTATION GROUP, INC.:
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders of
Emons Transportation Group, Inc. (the "Company") will be held on Thursday,
November 18, 1999, at 9:00 a.m., local time, at The Yorktowne Hotel, 48 East
Market Street, York, Pennsylvania 17401, for the following purposes:
(1) To elect seven directors of the Company to serve for the ensuing year
and until their successors are elected and qualified;
(2) To ratify the appointment of Arthur Andersen LLP as independent public
accountants to examine the financial statements of the Company for its 2000
fiscal year; and
(3) To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Provision is made on the enclosed proxy card(s) for your direction as to
the matters set forth as items 1 and 2 above.
Only holders of the Company's Common Stock of record, and holders of Common
Stock represented by the Company's Convertible Preferred Stock not yet delivered
to the Company for exchange, at the close of business on September 28, 1999 are
entitled to receive notice of and to vote at the Annual Meeting of Stockholders
and at all adjournments thereof.
A copy of the Company's Proxy Statement and Annual Report to Stockholders
for the year ended June 30, 1999 is enclosed herewith.
You are cordially invited to attend the meeting in person. If you would
like to attend the meeting and your shares are held by a broker, bank or other
nominee, you must bring to the meeting a recent brokerage statement or a letter
from the nominee confirming your beneficial ownership of your shares. You must
also bring a form of personal identification. Whether or not you plan to attend
the meeting in person, you are urged to fill out, sign and mail promptly the
enclosed proxy in the accompanying envelope on which no postage is required if
mailed in the United States. If you attend the meeting, you may vote either in
person or by proxy.
By Order of the Board of Directors,
/s/ Scott F. Ziegler
-----------------------------------
Scott F. Ziegler
Secretary
York, Pennsylvania
October 15, 1999
<PAGE>
EMONS TRANSPORTATION GROUP, INC.
96 South George Street
York, Pennsylvania 17401
___________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 18, 1999
___________________
SOLICITATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (sometimes hereinafter referred to as the
"Board") of Emons Transportation Group, Inc. (the "Company"), to be voted at the
Annual Meeting of holders ("Stockholders") of the Company's Common Stock, par
value $.01 per share ("Common Stock"), to be held on November 18, 1999 (the
"Meeting"), at 9:00 a.m., local time, at The Yorktowne Hotel, 48 East Market
Street, York, Pennsylvania 17401, and at any postponement or adjournments
thereof, for the purposes set forth in the foregoing notice of the Meeting.
This Proxy Statement and the enclosed proxy are being sent to stockholders
commencing on or about October 15, 1999.
Solicitation will be primarily by mail but may also be made by personal
interview or by telephone, in each case by officers and regular employees of the
Company who will not be additionally compensated therefore. The Company will
request persons such as brokers, nominees and fiduciaries, holding stock in
their names for others, or holding stock for others who have the right to give
voting instructions, to forward proxy material to their principals and request
authority for the execution of the proxy. The total cost of soliciting proxies
will be borne by the Company.
VOTING
Holders of record at the close of business on September 28, 1999 (the
"Record Date") of Common Stock will be entitled to vote at the Meeting.
On the Record Date, there were 7,852,774 shares of Common Stock
outstanding. Each share of Common Stock outstanding on the Record Date will be
entitled to one vote at the Meeting. Stockholders are not entitled to cumulate
their votes on any matter considered at the Meeting. The presence at the
Meeting, in person or by proxy, of the holders of a majority of the total number
of shares of Common Stock outstanding on the Record Date constitutes a quorum
for the transaction of business by such holders at the Meeting. The election of
directors shall be determined by the vote of the holders of a majority of the
shares entitled to vote at the Meeting which are present in person or by proxy.
At the Meeting, abstentions and broker non-votes (as hereinafter defined)
will be counted as present for the purpose of determining the presence of a
quorum. For the purpose of computing the vote required for approval of matters
to be voted on at the Meeting, shares held by stockholders who abstain from
voting will be treated as being "present" and "entitled to vote" on the matter
and, thus, an abstention has the same legal effect as a vote against any matter
which requires the affirmative vote of a majority of the outstanding Common
Stock. Abstentions will have no effect on the election of directors of the
Company. However, in the case of a broker non-vote as to a particular matter,
such shares will not be treated as "present" and "entitled to vote" on the
matter and, thus, a broker non-vote will have no effect on the outcome of the
vote on the matter, except that, in the case of any matter which requires the
affirmative vote of a majority of the outstanding Common Stock entitled to vote,
a broker non-vote will have the same legal effect as a vote against the matter.
A "broker non-vote" refers to shares represented at the Meeting in person or by
proxy by a broker or nominee where such broker or nominee (i) has not received
voting instructions on a particular matter from the beneficial owners or persons
entitled to vote and (ii) the broker or nominee does not have the discretionary
voting power on such matter.
-1-
<PAGE>
The holder of 1,924,902 shares of Common Stock (or approximately 24.51% of
the outstanding Common Stock) has advised the Company that it intends to vote
such shares, in person or by proxy, proportionally in accordance with the votes
cast on each matter by the other holders of the outstanding Common Stock. The
holder holds such shares as escrow agent ("Escrow Agent") for and on behalf of
(i) holders of claims against and interests in Emons Industries, Inc.
("Industries") pursuant to the Second Amended and Restated Joint Plan of
Reorganization of Industries and ET Railcar Corporation dated November 10, 1986
(the "Industries Reorganization Plan") and (ii) holders of claims against the
Maryland and Pennsylvania Railroad Company, a wholly-owned subsidiary of the
Company ("MPA"), pursuant to a Settlement Agreement dated as of December 19,
1986 among MPA and certain secured creditors of MPA. In such capacity the
Escrow Agent has the right to vote such shares. See "PRINCIPAL STOCKHOLDERS OF
THE COMPANY."
Proxies in the enclosed form are solicited by the Board of Directors of the
Company in order to provide every stockholder an opportunity to vote on all
matters scheduled to come before the Meeting, whether or not the stockholder
attends in person. If proxies in the enclosed form are properly executed and
returned, the shares represented thereby will be voted at the Meeting in
accordance with the stockholder's directions. In the absence of specific
directions, properly executed proxies will be voted "FOR" the election of seven
directors and "FOR" the ratification of the appointment of Arthur Andersen LLP
as independent public accountants. A stockholder who submits a proxy may revoke
it at any time prior to the voting of the proxy by written notice to the
Secretary of the Company or by attending the meeting and voting such
stockholder's shares in person.
ELECTION OF DIRECTORS
The by-laws of the Company provide that the number of directors of the
Company shall be determined by the Board of Directors. The Board has set the
number of directors at seven. The directors are to be elected at the Meeting by
the holders of Common Stock, to hold office until their successors have been
elected and qualified. It is intended that, unless authorization to do so is
withheld, the proxies will be voted "FOR" the election of the nominees named
below. All of the seven nominees are now directors of the Company. Each
nominee has consented to be named in this Proxy Statement and to serve as a
director if elected. However, if any nominee shall become unable to stand for
election as a director at the Meeting, an event not now anticipated by the
Board, the proxy will be voted for a substitute designated by the Board.
The nominees are listed on the following pages with brief statements of
their principal occupations and other information. All of the nominees for
director named below were elected by the stockholders to their present terms as
directors at the annual meeting in 1998.
-2-
<PAGE>
<TABLE>
<CAPTION>
Director
Nominee Age Principal Occupation Since*
------- --- -------------------- ------
<S> <C> <C> <C>
Michael J. Blake 56 Chairman of MedVision, Inc., Vallon, Inc., 1997
EdView, Inc. and Robinson, Blake, George &
Danzis, Inc.
Robert Grossman 58 Chairman of the Board, Chief Executive 1972
Officer and President of the Company
Kimberly A. Madigan 43 Vice President - Human Resources for 1995
Canadian National Railway U.S. Operations
Robert J. Smallacombe 66 President and Chief Executive Officer of 1983
Executive Advisory Group Ltd.
Alfred P. Smith 45 Vice President - Locomotive Marketing for 1992
GATX Capital Corp.
Dean H. Wise 45 Partner at Norbridge, Inc. 1996
Scott F. Ziegler 43 Senior Vice President and Chief Financial 1997
Officer, Controller and Secretary of the
Company
</TABLE>
* Dates set forth in this column include periods served as director of
Industries prior to the creation of the Company in 1986.
Michael J. Blake. Mr. Blake has been Chairman of Robinson, Blake, George &
Danzis, Inc., an investment firm located in Minneapolis, Minnesota, since
December 1992, Chairman of MedVision, Inc., an imaging company located in
Minneapolis, Minnesota, since April 1994, Chairman of Vallon, Inc., a website
developer located in Minneapolis, Minnesota, since November 1995, and Chairman
of EdView, Inc., an internet software developer located in Minneapolis,
Minnesota, since January 1997. Mr. Blake was a Director of the Minneapolis
Grain Exchange, a futures exchange, located in Minneapolis, Minnesota, from
October 1990 to October 1998. Mr. Blake was a Director of BDS Communications,
Inc. located in Mechanicsburg, Pennsylvania, from August 1991 to February 1996.
Mr. Blake was also Chairman of MedIntell Systems Corporation located in
Minneapolis, Minnesota, from July 1993 to April 1995.
Robert Grossman. Mr. Grossman, who devotes all of his business time to the
affairs of the Company, has been a Director and the Chairman of the Board and
Chief Executive Officer of the Company since its inception in December 1986 and
was President of the Company until September 1996. In September 1997, Mr.
Grossman reassumed the position of President of the Company. He is now, and for
more than five years has been, the Chairman of the Board, President, or Chief
Executive Officer of each direct or indirect wholly-owned subsidiary of the
Company except for Emons Finance Corp. Mr. Grossman has held various offices
with the Company or its subsidiaries since 1971.
Kimberly A. Madigan. Ms. Madigan has been Vice President - Human Resources
for Canadian National Railway U.S. Operations located in Chicago, Illinois,
since May 1, 1999. Ms. Madigan was a Principal of Chambers, Conlon & Hartwell,
a company which consults on transportation and government relations issues
located in Washington, D.C., from December 1993 to April 1999. Ms. Madigan also
served as the President of the National Railroad Construction and Maintenance
Association located in Washington, D.C., from September 1996 until April 1999.
Ms. Madigan was a member of the National Mediation Board located in Washington,
D.C., which directs the actions and policies of the government agency charged
with the administration of the Railway Labor Act, from August 1990 to July 1992
and Chairman of the National Mediation Board located in Washington D.C., from
July 1992 to December 1993.
-3-
<PAGE>
Robert J. Smallacombe. Mr. Smallacombe has been President and Chief
Executive Officer of Executive Advisory Group Ltd., a consulting and management
services firm located in Hobe Sound, Florida, since March 1986. From June 1996
through May 1997, Mr. Smallacombe had served as a Director for Northstar
Rehabilitation, Inc., located in Indiana, Pennsylvania, and as Chairman of its
Audit Committee. He also served as its Chief Executive Officer from April
through May 1997. Mr. Smallacombe has been a Director of Allied Devices
Corporation, located in Baldwin, New York, since July 1996. He was President
and Chief Operating Officer of O'Brien Environmental Energy, Inc., located in
Philadelphia, Pennsylvania, from September 1994 to May 1996. On September 28,
1994, O'Brien Environmental Energy, Inc., filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy Code with the
United States Bankruptcy Court for the District of New Jersey.
Alfred P. Smith. Mr. Smith has been Vice President - Locomotive Marketing
for GATX Capital Corp., a financial services company located in San Francisco,
California, since November 1998. Mr. Smith was General Manager - Network
Operations of Canadian National Railway Company located in Edmonton, Alberta,
Canada, from August 1998 until November 1998 and was Assistant Chief of
Transportation of Canadian National Railway Company located in Edmonton,
Alberta, Canada, from September 1997 until August 1998. Mr. Smith was the
President and Chief Operating Officer of the Company from September 1996 to
September 1997 and the President of the Maryland and Pennsylvania Railroad
Company from January 1987 to September 1997 and Yorkrail, Inc. from December
1987 to September 1997. Mr. Smith was the President and Chief Operating Officer
of Maine Intermodal Transportation, Inc. from September 1994 to September 1997
and the St. Lawrence & Atlantic Railroad Company from May 1989 to September
1997. Mr. Smith was Executive Vice President of the Company from September 1992
to September 1996 and was Vice President of the Company from January 1987 to
September 1992.
Dean H. Wise. Mr. Wise has been a Partner with Norbridge, Inc. (formerly
Carlisle, Fagan, Gaskins & Wise, Inc.), a management consulting firm based in
Concord, Massachusetts, specializing in transportation and logistics services
since April 1995. Mr. Wise held various positions, most recently as Vice
President, at Mercer Management Consulting, Inc., a management consulting firm
located in Lexington, Massachusetts, from July 1983 until March 1995.
Scott F. Ziegler. Mr. Ziegler has been Senior Vice President and Chief
Financial Officer, Controller and Secretary of the Company since September 1998,
was Vice President - Finance, Controller and Secretary of the Company from
September 1996 until September 1998 and was Vice President, Controller and
Secretary from January 1993 until September 1996. Mr. Ziegler has been Senior
Vice President and Chief Financial Officer, Controller and Secretary of each of
the Company's subsidiaries except for Emons Finance Corp. since November 1998,
was Vice President - Finance, Controller and Secretary of each of the Company's
subsidiaries except for Emons Finance Corp. from November 1996 until November
1998, and was Vice President, Controller and Secretary of each of the Company's
subsidiaries except for Emons Finance Corp. from January 1993 to November 1996.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has three standing committees: an Audit Committee,
a Management Compensation Committee and an Executive Committee.
Audit Committee. The Audit Committee is charged with recommending
appointment of the independent auditors, consulting with the independent
auditors, and reviewing the results of independent audits and the audit report
with the independent auditors engaged by the Company. Further, the Audit
Committee is empowered to make independent investigations and inquiries into all
financial reporting or other financial matters of the Company, as it deems
necessary. The members of the Audit Committee are Kimberly A. Madigan, Robert
J. Smallacombe and Dean H. Wise.
Management Compensation Committee. The Management Compensation Committee
reviews, and recommends to the Board of Directors, the compensation of executive
officers of the Company and reviews and recommends to the Board of Directors the
adoption of any compensation plans in which officers are eligible to
participate. The Management Compensation Committee also administers the
Company's 1996 and 1986 Stock Option Plans, Incentive Compensation Plan and 1991
Restricted Stock Plan. The members of the Management Compensation Committee are
Kimberly A. Madigan, Robert J. Smallacombe and Dean H. Wise.
-4-
<PAGE>
Executive Committee. The Executive Committee has general authority over
the supervision and direction of the finances and business of the Company and
has the power and authority of the Board of Directors, except as limited by the
Company's Certificate of Incorporation, in the management of the business and
affairs of the Company between meetings of the Board of Directors. The members
of the Executive Committee are Robert Grossman, Scott F. Ziegler and Kimberly A.
Madigan.
During the fiscal year ended June 30, 1999, the Board of Directors of the
Company held four regularly scheduled meetings and four special meetings. The
Management Compensation Committee held four meetings, and the Audit Committee
held two meetings. The Executive Committee held no meetings. Each director who
is standing for re-election attended 100% of the aggregate number of meetings of
the Board of Directors and of the committees of the Board on which they served
except Mr. Blake who missed one meeting of the Board of Directors.
The Company currently pays each director who is not a full-time employee of
the Company a yearly retainer of $10,000 and a fee of $500 for each Board
meeting attended or committee meeting attended which is not held on the same day
as a Board meeting. A fee of $250 is paid to each director who is not a full-
time employee for each telephonic Board meeting attended and for each committee
meeting held the same day as a meeting of the Board. During the 1999 fiscal
year, non-employee directors Ms. Madigan and Messrs. Smallacombe, Smith, Wise
and Blake have received options to purchase 42,500 shares of Common Stock (in
the aggregate) at an exercise price of $2.50 per share.
-5-
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the executive
officers of the Company:
<TABLE>
<CAPTION>
Name Age Principal Position with the Company
---- --- -----------------------------------
<S> <C> <C>
Robert Grossman 58 Chairman of the Board, Chief Executive Officer and President of the
Company and Chairman or President of each of its direct and indirect
wholly-owned subsidiaries except for Emons Finance Corp.
Scott F. Ziegler 43 Senior Vice President and Chief Financial Officer, Controller and
Secretary of the Company and each of its direct and indirect
wholly-owned subsidiaries except for Emons Finance Corp.
Matthew C. Jacobson 38 Vice President of the Company, and President and Chief Operating Officer
of Maine Intermodal Transportation, Inc., St. Lawrence & Atlantic
Railroad Company and St. Lawrence & Atlantic Railroad (Quebec) Inc. and
President of SLR Leasing Corp.
Phillip A. DuPont 58 Vice President of the Company, and President and Chief Operating Officer
of the Maryland and Pennsylvania Railroad Company, Penn Eastern Rail
Lines, Inc., Yorkrail, Inc. and Emons Logistics Services, Inc.
</TABLE>
Robert Grossman. For information regarding Mr. Grossman, see "ELECTION OF
DIRECTORS," above.
Scott F. Ziegler. For information regarding Mr. Ziegler, see "ELECTION OF
DIRECTORS," above.
Matthew C. Jacobson. Mr. Jacobson has been a Vice President of the Company
since September 1996 and has been President and Chief Operating Officer of Maine
Intermodal Transportation, Inc. and St. Lawrence & Atlantic Railroad Company
since June 1998, and St. Lawrence & Atlantic Railroad (Quebec) Inc. since
November 1998. Mr. Jacobson has been President of SLR Leasing Corp. since
November 1998. Mr. Jacobson was Vice President of Maine Intermodal
Transportation, Inc. and St. Lawrence & Atlantic Railroad Company from May 1996
until June 1998. Mr. Jacobson was an International Sales Manager of an
affiliate of Sea-Land Service, Inc. located in Boston, Massachusetts from August
1995 to April 1996. Mr. Jacobson was an Account Manager of CSX Transportation,
Inc. located in Pittsburgh, Pennsylvania and Jacksonville, Florida from December
1993 to August 1995.
Phillip A. DuPont. Mr. DuPont has been a Vice President of the Company
since September 1997 and has been President and Chief Operating Officer of the
Maryland and Pennsylvania Railroad Company, Penn Eastern Rail Lines, Inc.,
Yorkrail, Inc. and Emons Logistics Services, Inc. since June 1998. Mr. DuPont
was Vice President of the Maryland and Pennsylvania Railroad Company, Yorkrail,
Inc. and Emons Logistics Services, Inc. from September 1997 until June 1998 and
was Vice President - Marketing of Penn Eastern Rail Lines, Inc. from November
1997 until June 1998. Mr. DuPont was Logistics Manager of the Company from
November 1996 to September 1997. Mr. DuPont was a self-employed transportation
consultant from May 1996 to November 1996, with a business address of Malvern,
Pennsylvania. Mr. DuPont was employed by Conrail and its predecessors for over
thirty years and was most recently employed by Conrail as a Manager of Customer
Development from September 1995 to May 1996, with a business address of Albany,
New York and an Account Executive from January 1994 to February 1995, with a
business address of Philadelphia, Pennsylvania.
The term of office of each officer expires at the first meeting of
directors of the Company following the Meeting.
-6-
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information regarding compensation earned in
each of the Company's last three fiscal years by the Chief Executive Officer and
the other executive officers of the Company or its subsidiaries, whose cash
compensation exceeded $100,000 during the fiscal year ended June 30, 1999 (a
"Named Executive Officer").
<TABLE>
<CAPTION>
--------------------------------------
Long-Term Compensation
-------------------------------------------------------------------------------
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------------------------------------
Restricted Securities All Other
Name and Other Annual Stock Underlying LTIP Compen-
Principal Fiscal Salary Bonus Compensation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert Grossman, 1999 250,000 175,000 * -/1/ - - 21,896/2/
Chairman of the
Board, Chief 1998 233,187 84,800 * - - - 19,800
Executive Officer
and President 1997 212,000 30,085 * - 50,000 - 20,206
- -----------------------------------------------------------------------------------------------------------------------------
Scott F. Ziegler, 1999 125,769 64,312 * -/3/ 25,000 - 7,782/4/
Senior Vice
President and 1998 98,365 31,500 * - 15,000 - 7,255
Chief Financial
Officer, Controller 1997 88,499 8,940 * - 50,000 - 7,214
and Secretary
- -----------------------------------------------------------------------------------------------------------------------------
Phillip A. DuPont, 1999 89,232 36,000 20,652/5/ 40,781/6/ 25,000 - -
Vice President
1998 71,132 26,000 13,713 47,340 60,000 - -
1997 29,214 8,886 3,350 16,250 5,000 - -
- -----------------------------------------------------------------------------------------------------------------------------
Matthew C. Jacobson, 1999 99,226 40,500 15,710/7/ -/8/ 25,000 - -
Vice President
1998 85,450 24,000 15,295 - 40,000 - -
1997 77,553 3,769 11,152 109,375 10,000 - -
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Denotes perquisites and other personal benefits, securities or property the
aggregate amount of which is the lesser of $50,000 or ten percent (10%) of the
total of annual salary and bonus reported.
/1/ As of September 28, 1999, Mr. Grossman had 117,500 vested and 7,500
unvested shares of Restricted Common Stock. Based on an average of the closing
bid and ask prices on June 30, 1999, the unvested shares of Restricted Common
Stock were valued at $2.375 per share.
/2/ During the 1999 fiscal year, the Company paid $5,814 toward life insurance
benefits, $5,179 toward long-term disability benefits, $785 toward 401(k)
benefits and a $10,118 automobile allowance on behalf of Mr. Grossman.
/3/ As of September 28, 1999, Mr. Ziegler had 32,900 vested and 2,100 unvested
shares of Restricted Common Stock. Based on an average of the closing bid and
ask prices on June 30, 1999, the unvested shares of Restricted Common Stock were
valued at $2.375 per share.
/4/ During the 1999 fiscal year, the Company paid $882 toward life insurance
benefits, $445 toward long-term disability benefits, $688 toward 401(k) benefits
and a $5,626 automobile allowance on behalf of Mr. Ziegler. In the same period,
Mr. Ziegler's compensation included $141 of imputed interest, calculated at 8%
per annum, on an interest-free loan of $4,101 made to Mr. Ziegler by the Company
on July 31, 1998, which matured on May 14, 1999.
/5/ During the 1999 fiscal year, the Company paid $4,718 toward life insurance
benefits, $392 toward long-term disability benefits, $363 toward 401(k)
benefits, a $7,100 relocation allowance and a $7,803 automobile allowance on
behalf of Mr. DuPont. In the same period, Mr. DuPont's compensation included
$276 of imputed interest, calculated at 8% per annum, on an interest-free loan
of $8,010 made to Mr. DuPont by the Company on July 31, 1998, which matured on
May 14, 1999.
-7-
<PAGE>
/6/ As of September 28, 1999, Mr. DuPont had 15,000 vested and 20,000 unvested
shares of Restricted Common Stock. Based on an average of the closing bid and
ask prices on June 30, 1999, the unvested shares of Restricted Common Stock were
valued at $2.375 per share.
/7/ During the 1999 fiscal year, the Company paid $306 toward life insurance
benefits, $418 toward long-term disability benefits, $597 toward 401(k) benefits
and a $14,237 automobile allowance on behalf of Mr. Jacobson. In the same
period, Mr. Jacobson's compensation included $152 of imputed interest,
calculated at 8% per annum, on an interest-free loan of $4,398 made to Mr.
Jacobson by the Company on July 31, 1998, which matured on May 14, 1999.
/8/ As of September 28, 1999, Mr. Jacobson had 10,500 vested and 24,500
unvested shares of Restricted Common Stock. Based on an average of the closing
bid and ask prices on June 30, 1999, the unvested shares of Restricted Common
Stock were valued at $2.375 per share.
No stock appreciation rights were granted to a Named Executive Officer by
the Company or its subsidiaries during the fiscal year ended June 30, 1999.
No awards were made to a Named Executive Officer of the Company or its
subsidiaries pursuant to a long-term incentive plan during the fiscal year ended
June 30, 1999.
-8-
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Individual Grants
- ------------------------------------------------------------------------------------------------------------------------------------
Percent of
Number of Total
Securities Options/SARs
Underlying Granted to Exercise or
Option/SARs Employees in Base Price Expiration Grant Date
Name Granted (#) Fiscal Year ($/Sh) Date Present Value/1/
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Michael J. Blake 10,000/2/ 7.0% $2.50 2/21/09 $18,500
- ------------------------------------------------------------------------------------------------------------------------------------
Phillip A. DuPont 25,000/3/ 17.5% $2.50 2/21/09 $46,250
- ------------------------------------------------------------------------------------------------------------------------------------
Matthew C. Jacobson 25,000/3/ 17.5% $2.50 2/21/09 $46,250
- ------------------------------------------------------------------------------------------------------------------------------------
Kimberly A. Madigan 7,500/2/ 5.2% $2.50 2/21/09 $13,875
- ------------------------------------------------------------------------------------------------------------------------------------
Robert J. Smallacombe 7,500/2/ 5.2% $2.50 2/21/09 $13,875
- ------------------------------------------------------------------------------------------------------------------------------------
Alfred P. Smith 10,000/2/ 7.0% $2.50 2/21/09 $18,500
- ------------------------------------------------------------------------------------------------------------------------------------
Dean H. Wise 7,500/2/ 5.2% $2.50 2/21/09 $13,875
- ------------------------------------------------------------------------------------------------------------------------------------
Scott F. Ziegler 25,000/3/ 17.5% $2.50 2/21/09 $46,250
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ The grant date present value is calculated using the Black-Scholes Option
Pricing Model based on the assumptions that the volatility of the Common Stock
is 60.14%, the risk-free rate of return is 5.07%, the dividend yield on the
Common Stock is 0% and the expected time until an option is exercised is 10
years after the grant date.
/2/ Options granted to Messrs. Blake, Smallacombe, Smith and Wise and Ms.
Madigan vest over a three-year period and become fully exercisable on February
22, 2002.
/3/ Options granted to Messrs. DuPont, Jacobson and Ziegler vest over a five-
year period and become fully exercisable on February 22, 2004.
-9-
<PAGE>
Employment and Termination Agreements
On June 17, 1998, the Company entered into an amendment to the Amended and
Restated Employment Agreement (the "Amended Agreement") with Mr. Grossman to
employ him as the Company's Chairman of the Board and Chief Executive Officer
for a term commencing on December 31, 1997 and ending December 31, 2002, which
term shall be extended for additional one-year terms unless sixty (60) days'
prior written notice of termination is given by Mr. Grossman or the Company.
The Amended Agreement also provides for an increase in Mr. Grossman's annual
salary. Pursuant to the terms of the Amended Agreement, if Mr. Grossman's
employment is terminated other than for due cause, death or disability, he shall
be entitled to a payment equal to twenty-four months' base salary at a rate
equal to the highest annualized rate in effect during the six months prior to
such termination. The Company shall also continue Mr. Grossman's health,
disability and life insurance benefits and car allowance for twenty-four months
after such termination. A change in control of the Company or constructive
demotion of Mr. Grossman by the Company may constitute a termination under the
Amended Agreement.
On December 1, 1997, the Company entered into Change of Control Agreements
with each of Messrs. DuPont, Jacobson and Ziegler, which, as amended on November
19, 1998, provide that upon the date of a change of control of the Company each
such person shall be entitled to a payment equal to twenty-four months' base
salary at a rate equal to the highest annualized rate in effect for such person
during the six months prior to such change of control. Such Change of Control
Agreements also provide that each covered person shall be given the right to
assume the life, disability, health, hospitalization, surgical and other major
medical insurance provided to him by the Company for such twenty-four month
period following a change of control and that the Company shall pay all premiums
to maintain such coverage thereof, unless prohibited by the insurer or by law,
in which case the Company shall provide the economic equivalent thereof.
-10-
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information concerning beneficial ownership
of the Company's Common Stock as of September 28, 1999, by each director and
each nominee for director individually and all nine directors and executive
officers as a group. Each non-employee director and each executive officer of
the Company has been granted options to purchase Common Stock.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Title of Class Name of Beneficial Owner+ Beneficial Ownership of Class
-------------- ------------------------- -------------------- --------
<S> <C> <C> <C>
Common Stock Robert Grossman 596,814/1/ 7.26%
Common Stock Michael J. Blake 421,100/2/ 5.36%
Common Stock Scott F. Ziegler 106,500/3/ 1.34%
Common Stock Phillip A. DuPont 80,000/4/ 1.02%
Common Stock Robert J. Smallacombe 65,000/5/ *
Common Stock Matthew C. Jacobson 61,000/6/ *
Common Stock Alfred P. Smith 56,500/7/ *
Common Stock Dean H. Wise 46,666/8/ *
Common Stock Kimberly A. Madigan 26,000/9/ *
Common Stock All directors and executive 1,459,580/10/ 17.29%
officers as a group, (9 persons)
</TABLE>
None of the executive officers and directors of the Company engaged in
securities transactions for which they have failed to file, or failed to file on
a timely basis, Forms 4 or 5 with the Securities and Exchange Commission.
None of the current executive officers and directors of the Company failed
to file, or failed to file on a timely basis, a Form 3 with the Securities and
Exchange Commission stating that they have assumed the responsibilities of such
respective office.
___________________
+ The address for all directors and executive officers is c/o Emons
Transportation Group, Inc., 96 South George Street, York, Pennsylvania 17401-
1436.
* Percentage of shares beneficially owned does not exceed one percent of
Common Stock outstanding.
/1/ Includes (i) 1,000 shares owned by Mr. Grossman's wife, as to which Mr.
Grossman disclaims beneficial ownership; (ii) 7,500 shares of Restricted Common
Stock which have not vested as of September 28, 1999 and are subject to risk of
forfeiture; and (iii) options to purchase 50,000 shares of Common Stock at a
price of $.906 per share, 300,000 shares of Common Stock at a price of $1.0625
per share and 20,000 shares of Common Stock at a price of $3.25 per share which
are currently exercisable. Does not include unvested options to purchase 30,000
shares of Common Stock at a price of $3.25 per share.
/2/ Includes options to purchase 10,000 shares of Common Stock at a price of
$3.2188 per share which are currently exercisable or will become exercisable
within 60 days. Does not include unvested options to purchase 5,000 shares of
Common Stock at a price of $3.2188 per share and 10,000 shares of Common Stock
at a price of $2.50 per share.
-11-
<PAGE>
/3/ Includes (i) 2,100 shares of Restricted Common Stock which have not vested
as of September 28, 1999 and are subject to risk of forfeiture; and (ii) options
to purchase 25,000 shares of Common Stock at a price of $.8125 per share, 20,000
shares of Common Stock at a price of $1.0625 per share, 20,000 shares of Common
Stock at a price of $3.25 per share and 3,000 shares of Common Stock at a price
of $2.875 per share which are currently exercisable. Does not include unvested
options to purchase 5,000 shares of Common Stock at a price of $1.0625 per
share, 30,000 shares of Common Stock at a price of $3.25 per share, 12,000
shares of Common Stock at a price of $2.875 per share and 25,000 shares of
Common Stock at a price of $2.50 per share.
/4/ Includes (i) 20,000 shares of Restricted Common Stock which have not vested
as of September 28, 1999 and are subject to risk of forfeiture; and (ii) options
to purchase 3,000 shares of Common Stock at a price of $2.5625 per share, 6,000
shares of Common Stock at a price of $1.875 per share, 6,000 shares of Common
Stock at a price of $3.1563 per share, 5,000 shares of common stock at a price
of $3.9063 per share and 5,000 shares of Common Stock at a price of $2.875 per
share which are currently exercisable or will become exercisable within 60 days.
Does not include unvested options to purchase 2,000 shares of Common Stock at a
price of $2.5625 per share, 9,000 shares of Common Stock at a price of $1.875
per share, 9,000 shares of Common Stock at a price of $3.1563 per share, 10,000
shares of Common Stock at a price of $3.9063 per share, 10,000 shares of Common
Stock at a price of $2.875 per share and 25,000 shares of Common Stock at a
price of $2.50 per share.
/5/ Includes options to purchase 10,000 shares of Common Stock at a price of
$.906 per share, 15,000 shares of Common Stock at a price of $1.0625 per share
and 10,000 shares of Common Stock at a price of $2.2813 per share which are
currently exercisable. Does not include unvested options to purchase 5,000
shares of Common Stock at a price of $2.2813 per share and 7,500 shares of
Common Stock at a price of $2.50 per share.
/6/ Includes (i) 24,500 shares of Restricted Common Stock which have not vested
as of September 28, 1999 and are subject to risk of forfeiture; and (ii) options
to purchase 9,000 shares of Common Stock at a price of $1.25 per share, 4,000
shares of Common Stock at a price of $3.25 per share, 10,000 shares of Common
Stock at a price of $1.875 per share and 3,000 shares of Common Stock at a price
of $2.875 per share which are currently exercisable. Does not include unvested
options to purchase 6,000 shares of Common Stock at a price of $1.25 per share,
6,000 shares of Common Stock at a price of $3.25 per share, 15,000 shares of
Common Stock at a price of $1.875 per share, 12,000 shares of Common Stock at a
price of $2.875 per share and 25,000 shares of Common Stock at a price of $2.50
per share.
/7/ Includes options to purchase 10,000 shares of Common Stock at a price of
$3.2188 per share which are currently exercisable or will become exercisable
within 60 days. Does not include unvested options to purchase 10,000 shares of
Common Stock at a price of $3.2188 per share and 10,000 shares of Common Stock
at a price of $2.50 per share.
/8/ Includes options to purchase 15,000 shares of Common Stock at a price of
$1.6875 per share and 6,666 shares of Common Stock at a price of $3.25 per share
which are currently exercisable. Does not include unvested options to purchase
3,334 shares of Common Stock at a price of $3.25 per share and 7,500 shares of
Common Stock at a price of $2.50 per share.
/9/ Includes options to purchase 15,000 shares of Common Stock at a price of
$2.4375 per share and 10,000 shares of Common Stock at a price of $1.375 per
share which are currently exercisable. Does not include unvested options to
purchase 7,500 shares of Common Stock at a price of $2.50 per share.
/10/ See notes 1 through 9 above.
-12-
<PAGE>
PRINCIPAL STOCKHOLDERS OF THE COMPANY
The following table sets forth certain information regarding ownership of
the Company's equity securities as of September 28, 1999 by each person who is
known to the Company to own beneficially more than 5% of its voting securities:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
-------------- ---------------- -------------------- --------
<S> <C> <C> <C>
Common Stock IBJ Whitehall Bank & Trust 1,924,902/1/ 24.51%
Company
One State Street
New York, New York 10004
Common Stock Robert Grossman 596,814 7.26%
96 South George Street
York, Pennsylvania 17401
Common Stock Chase Manhattan Bank 554,868 7.07%
One Chase Manhattan Plaza
10th Floor
New York, New York 10051
Common Stock Michael J. Blake 421,100 5.36%
96 South George Street
York, Pennsylvania 17401
Common Stock First Union National Bank 392,711 5.00%
123 Broad Street
Philadelphia, Pennsylvania 19109
</TABLE>
______________
/1/ The shares owned of record by IBJ Whitehall Bank & Trust Company are owned
by it in its capacity as Escrow Agent acting for and on behalf of certain
holders of claims and interests in Industries, which shares shall be distributed
on a quarterly basis pro rata to holders of certain allowed claims under the
Industries Reorganization Plan. The Escrow Agent, as record owner of those
shares, has the power to vote those shares and has expressed its intention to
vote such shares, in person or by proxy, proportionally in accordance with the
votes cast on each matter by the other holders of the outstanding Common Stock.
The number of shares of Common Stock to be distributed to any one holder of
claims depends upon the resolution of certain contingent liabilities of
Industries. It is not possible to determine at this time either the manner in
which those contingent liabilities will be resolved or the resulting disposition
of the shares of Common Stock currently held by the Escrow Agent. The Company
knows of no individual holder, other than the Escrow Agent, Robert Grossman,
Chase Manhattan Bank, Michael J. Blake and First Union National Bank who
beneficially owns more than 5% of the Common Stock.
To the knowledge of the Company, none of the beneficial owners of more than
10% of the Company's equity securities engaged in securities transactions for
which they have failed to file, or failed to file on a timely basis, Forms 4 or
5 with the Securities and Exchange Commission.
-13-
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has selected the firm of Arthur Andersen LLP as its independent
public accountants to audit the books and accounts of the Company for the 2000
fiscal year.
Although the appointment of independent public accountants is not required
to be ratified by the stockholders, the Board of Directors believes that the
stockholders should participate in the selection of the independent public
accountants through the ratification process. If such ratification is not
obtained, the Board will consider the appointment of other independent public
accountants for the following year.
A representative of Arthur Andersen LLP is expected to be present at the
Meeting and to have the opportunity to make a statement and to be available to
respond to appropriate questions from stockholders.
The Board of Directors recommends a vote "FOR" ratification of the
appointment of Arthur Andersen LLP.
-14-
<PAGE>
PROPOSALS AND NOMINATIONS BY STOCKHOLDERS
Pursuant to the by-laws of the Company, the Secretary of the Company must
be advised in writing of prospective nominations for election to the Board of
Directors at the Meeting not less than thirty days before the date fixed for
such Meeting.
Proposals of stockholders intended to be presented at the 2000 Annual
Meeting of Stockholders of the Company must be received by the Company for
inclusion in the Company's Proxy Statement and form(s) of proxy relating to such
Meeting no later than June 11, 2000. In order to curtail controversy as to the
date on which a proposal was received by the Company, proponents should submit
their proposals by Certified Mail-Return Receipt Requested. Timely receipt of a
stockholder's proposal, however, will satisfy only one of various requirements
for inclusion in the Company's proxy materials.
DISCRETIONARY AUTHORITY
It is not intended to bring before the Meeting any matters except the
election of directors and the ratification of the appointment of Arthur Andersen
LLP as independent public accountants. Management is not aware at this time of
any other matters to be presented for action. If, however, any other matters
properly come before the Meeting, the persons named as proxies in the enclosed
form of proxy intend to vote in accordance with their judgment on the matters
presented.
OTHER MATTERS
On written request, the Company will promptly provide without charge to
each record or beneficial holder of the Company's Common Stock as of the Record
Date, a copy of the Company's Annual Report on Form 10-K for the year ended June
30, 1999, as filed with the Securities and Exchange Commission. Requests should
be addressed to Investor Relations, Emons Transportation Group, Inc., 96 South
George Street, York, Pennsylvania 17401.
By Order of the Board of Directors,
/s/ Scott F. Ziegler
----------------------------------
Scott F. Ziegler
Secretary
October 15, 1999
-15-
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF EMONS TRANSPORTATION GROUP, INC.
The Board of Directors recommends a vote "FOR" items 1 and 2.
1. Election of Directors [_] FOR all nominees listed [_] WITHHELD as to all
below (except as marked nominees
to the contrary below)
(Instructions: to withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.)
Nominees: Michael J. Blake, Robert Grossman, Kimberly A. Madigan, Robert J.
Smallacombe, Alfred P. Smith, Dean H. Wise and Scott F. Ziegler.
2. Ratification of appointment of Arthur Andersen LLP as independent public
accountants for the fiscal year ending June 30, 2000
[_] FOR [_] AGAINST [_] ABSTAIN
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED IN
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATIONS HEREON. IN THE ABSENCE OF SUCH
SPECIFICATION, THE PROXY WILL BE VOTED "FOR" THE ELECTION OF THE SEVEN NOMINEES
FOR DIRECTOR NAMED HEREIN; AND "FOR" RATIFICATION OF APPOINTMENT OF ARTHUR
ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
EMONS TRANSPORTATION GROUP, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Robert Grossman and Scott F. Ziegler,
or either of them, with power of substitution, attorneys and proxies
to represent the undersigned at the Annual Meeting of Stockholders of
EMONS TRANSPORTATION GROUP, INC., to be held on November 18, 1999, or
at any adjournment thereof, to vote all shares of Common Stock, and
shares of Common Stock represented by the Company's Convertible
Preferred Stock not yet delivered to the Company for exchange, as
designated below and upon such other business that may properly come
before the meeting.
Date:________________, 1999
___________________________
___________________________
Please sign exactly
as your name appears
herein.
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 President or other
authorized officer. If a
partnership, please sign in the
partnership name by authorized
person.
-2-
