<PAGE>
--------------------------------
\ OMB APPROVAL \
\------------------------------\
\ \ OMB Number: 3235-0059 \
DELETE IF NOT REQUIRED ------------------- \ Expires: December 31, 1997 \
/ \ Estimated average burden \
\ hours per response.......89 \
--------------------------------
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-
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 required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
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
16, 2000 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, President
and Chief Executive Officer
York, Pennsylvania
October 16, 2000
<PAGE>
EMONS TRANSPORTATION GROUP, INC.
96 South George Street
York, Pennsylvania 17401
-------------------
NOTICE OF 2000 ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD NOVEMBER 16, 2000
-----------------
TO THE STOCKHOLDERS OF EMONS TRANSPORTATION GROUP, INC.:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders of
Emons Transportation Group, Inc. (the "Company") will be held on Thursday,
November 16, 2000, at 9:00 a.m., local time (the "Meeting"), 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 2001
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 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 former preferred stock not yet delivered for
exchange into Common Stock at the close of business on September 29, 2000 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, 2000 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 16, 2000
<PAGE>
EMONS TRANSPORTATION GROUP, INC.
96 South George Street
York, Pennsylvania 17401
___________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 16, 2000
___________________
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 16, 2000 (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 16, 2000.
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 29, 2000 (the
"Record Date") of Common Stock will be entitled to vote at the Meeting.
On the Record Date, there were 7,146,842 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.
The holder of 1,924,902 shares of Common Stock (or approximately 27% of the
outstanding Common Stock) has advised the Company that it intends to vote such
shares, in person or by proxy, proportionally in
-1-
<PAGE>
accordance with the votes cast on each matter by the other holders of the
outstanding Common Stock. This 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 ("MPA")
(formerly a wholly-owned subsidiary of the Company, which merged with another
wholly-owned subsidiary of the Company, Yorkrail, Inc., on December 1, 1999 to
form York Railway Company), 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 1999.
-2-
<PAGE>
Director
Nominee Age Principal Occupation Since*
------- --- -------------------- ------
Michael J. Blake 57 Chairman of RapTel Communications, 1997
LLC and Vallon, Inc.
Robert Grossman 59 Chairman of the Board, President and 1972
Chief Executive Officer of the Company
Kimberly A. Madigan 44 Vice President - Human Resources for 1995
Canadian National Railway U.S.
Operations
Robert J. Smallacombe 67 President and Chief Executive Officer of 1983
Executive Advisory Group Ltd.
Alfred P. Smith 46 Vice President - Locomotive Marketing 1992
for GATX Capital Corp.
Dean H. Wise 46 Partner of Norbridge, Inc. 1996
Scott F. Ziegler 44 Senior Vice President and Chief Financial 1997
Officer, Controller and Secretary of the
Company
* 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 RapTel Communications,
LLC, a long distance telephone service provider located in Rochester, MN, since
November 1999, and Chairman of Vallon, Inc., a website developer located in
Minneapolis, MN, since November 1995. Mr. Blake was Chairman of Robinson, Blake,
George & Danzis, Inc., an investment firm located in Minneapolis, MN, from
December 1992 to December 1999, Chairman of MedVision, Inc., an imaging company
located in Minneapolis, MN, from April 1994 to December 1999, and Chairman of
EdView, Inc., an internet software developer located in Minneapolis, MN, from
January 1997 to December 1999. Mr. Blake was a Director of the Minneapolis Grain
Exchange, a futures exchange, located in Minneapolis, MN, from October 1990 to
October 1998, and a Director of BDS Communications, Inc., located in
Mechanicsburg, PA, from August 1991 to February 1996.
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 (or since inception, for those companies formed within the
past five years) has been, the Chairman of the Board, President, or Chief
Executive Officer of each direct and 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, IL, since May
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
-3-
<PAGE>
August 1990 to July 1992 and Chairman of the National Mediation Board located in
Washington D.C., from July 1992 to December 1993.
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, FL, since March 1986. From June 1996
through May 1997, Mr. Smallacombe had served as a Director for Northstar
Rehabilitation, Inc., located in Indiana, PA, 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, NY, since July 1996. He was President and Chief Operating Officer of
O'Brien Environmental Energy, Inc., located in Philadelphia, PA, 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. located in San Francisco, CA, 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, MA, specializing in transportation and logistics services since April
1995. Mr. Wise held various positions, the last of which was Vice President, at
Mercer Management Consulting, Inc., a management consulting firm located in
Lexington, MA, 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
direct and indirect wholly-owned subsidiary of the Company except for Emons
Finance Corp. since November 1998 (or since inception, for those companies
formed 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 (or since inception for those companies
formed between November 1996 and November 1998), and was Vice President,
Controller and Secretary of each of the Company's subsidiaries 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
-4-
<PAGE>
Option Plans, Incentive Compensation Plan, Profit Sharing Plans and 1991
Restricted Stock Plan, and is responsible for all compensation issues. The
members of the Management Compensation Committee are Kimberly A. Madigan, Robert
J. Smallacombe and Dean H. Wise.
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, Kimberly A. Madigan and Scott F.
Ziegler.
During the fiscal year ended June 30, 2000, the Board of Directors of the
Company held four regularly scheduled meetings and twice adopted resolutions via
unanimous written consent in lieu of a special meeting. The Management
Compensation Committee held four meetings, and the Audit Committee held three
meetings. The Executive Committee held no meetings but adopted one set of
resolutions via unanimous written consent. 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, Ms. Madigan, Mr. Smith and Mr. Ziegler, who each missed one meeting of
the Board of Directors.
The Company currently pays each director who is not a full-time employee of
the Company an annual 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 2000
fiscal year, non-employee directors Ms. Madigan and Messrs. Smallacombe, Smith,
Wise and Blake have received options to purchase 50,000 shares of Common Stock
(in the aggregate) at an exercise price of $2.015 per share.
-5-
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the executive
officers of the Company:
Name Age Principal Position with the Company
---- --- -----------------------------------
Robert Grossman 59 Chairman of the Board, President and Chief
Executive Officer 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 44 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.
Phillip A. DuPont 59 Vice President of the Company, and President and
Chief Operating Officer of York Railway Company,
Maryland and Pennsylvania Railroad, LLC, Yorkrail,
LLC, Penn Eastern Rail Lines, Inc. and Emons
Logistics Services, Inc.
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.
Phillip A. DuPont. Mr. DuPont has been a Vice President of the Company
since September 1997, President and Chief Operating Officer of Penn Eastern Rail
Lines, Inc. and Emons Logistics Services, Inc. since June 1998, and President
and Chief Operating Officer of York Railway Company since December 1999. Mr.
DuPont was President and Chief Operating Officer of the Maryland and
Pennsylvania Railroad Company and Yorkrail, Inc. from June 1998 to December
1999. 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, PA. Mr. DuPont was employed by Conrail and its predecessors
for over thirty years and his last positions held at Conrail were Manager of
Customer Development from September 1995 to May 1996, with a business address of
Albany, NY and Account Executive from January 1994 to February 1995, with a
business address of Philadelphia, PA.
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 $100,000 during the fiscal year ended June 30, 2000 (a
"Named Executive Officer"):
<TABLE>
<CAPTION>
---------------------------------------
Long-Term Compensation
--------------------------------------------------------------------------------
Annual Compensation Awards Payouts
--------------------------------------------------------------------------------
All
Restricted Securities Other
Name and Principal Fiscal Other Annual Stock Underlying LTIP Compen-
Position Year Salary ($) Bonus ($) Compensation Award(s) Options/ Payouts sation
($) ($) SARs(#) ($) ($)
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert Grossman, 2000 250,000 25,000 * -/1/ 50,000 - 25,196/2/
Chairman, President
and Chief Executive 1999 250,000 175,000 * - - - 21,896
Officer
1998 233,187 84,800 * - - - 19,800
---------------------------------------------------------------------------------------------------------------------------------
Scott F. Ziegler, 2000 137,310 11,375 * -/3/ 20,000 - 8,032/4/
Senior Vice
President and Chief 1999 125,769 64,312 * - 25,000 - 7,782
Financial Officer,
Controller and 1998 98,365 31,500 * - 15,000 - 7,255
Secretary
---------------------------------------------------------------------------------------------------------------------------------
Phillip A. DuPont, 2000 106,730 27,000 14,977/5/ -/6/ 20,000 - -
Vice President
1999 89,232 36,000 20,652 40,781 25,000 - -
1998 71,132 26,000 13,713 47,340 60,000 - -
---------------------------------------------------------------------------------------------------------------------------------
Matthew C. 2000 120,619 - 15,821/7/ - 20,000 - -
Jacobson, Vice
President/8/ 1999 99,226 40,500 15,710 - 25,000 - -
1998 85,450 24,000 15,295 - 40,000 - -
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Denotes perquisites and other personal benefits, securities or property the
aggregate amount of which does not exceed the lesser of $50,000 or ten percent
(10%) of the total of annual salary and bonus reported.
/1/ As of September 29, 2000, Mr. Grossman had 125,000 vested shares of
Restricted Common Stock. Based on the closing market price of the Common Stock
on June 30, 2000, these shares of Restricted Common Stock were valued at
$187,500, in the aggregate.
/2/ During the 2000 fiscal year, the Company paid $5,814 toward life insurance
benefits, $5,187 toward long-term disability benefits, $2,138 toward 401(k)
benefits and a $12,057 automobile allowance on behalf of Mr. Grossman.
/3/ As of September 29, 2000, Mr. Ziegler had 35,000 vested shares of Restricted
Common Stock. Based on the closing market price of the Common Stock on June 30,
2000, these shares of Restricted Common Stock were valued at $52,500, in the
aggregate.
/4/ During the 2000 fiscal year, the Company paid $882 toward life insurance
benefits, $413 toward long-term disability benefits, $1,724 toward 401(k)
benefits and a $4,694 automobile allowance on behalf of Mr. Ziegler. In the same
period, Mr. Ziegler's compensation included $319 of imputed interest, calculated
at 8% per annum, on an interest-free loan of $7,800 made to Mr. Ziegler by the
Company on July 30, 1999, which matured on July 28, 2000.
-7-
<PAGE>
/5/ During the 2000 fiscal year, the Company paid $1,797 toward life insurance
benefits, $394 toward long-term disability benefits, $1,485 toward 401(k)
benefits, a $5,739 relocation allowance and a $5,391 automobile allowance on
behalf of Mr. DuPont. In the same period, Mr. DuPont's compensation included
$171 of imputed interest, calculated at 8% per annum, on an interest-free loan
of $5,490 made to Mr. DuPont by the Company on July 30, 1999, which matured on
April 28, 2000.
/6/ As of September 29, 2000, Mr. DuPont had 22,000 vested and 13,000 unvested
shares of Restricted Common Stock. Based on the closing market price of Common
Stock on June 30, 2000, these vested and unvested shares of Restricted Common
Stock were valued at $52,500, in the aggregate.
/7/ During the 2000 fiscal year, the Company paid $333 toward life insurance
benefits, $400 toward long-term disability benefits, $1,705 toward 401(k)
benefits and a $13,291 automobile allowance on behalf of Mr. Jacobson. In the
same period, Mr. Jacobson's compensation included $92 of imputed interest,
calculated at 8% per annum, on an interest-free loan of $2,965 made to Mr.
Jacobson by the Company on July 30, 1999, which matured on April 28, 2000.
/8/ Mr. Jacobson resigned effective June 18, 2000, and compensation disclosed
for him in the Executive Compensation table above, and the footnotes thereto,
are for the period from July 1, 1999 to June 18, 2000. Upon Mr. Jacobson's
resignation, and in connection with a stock repurchase program that was
authorized by the Company's Board of Directors in May 2000, the Company
purchased, on terms that were no more beneficial to Mr. Jacobson than the
Company has offered for other repurchases made pursuant to its stock repurchase
program, 14,000 shares of Mr. Jacobson's Restricted Common Stock at $1.625 per
share.
No stock appreciation rights were granted to a Named Executive Officer by
the Company or its subsidiaries during the fiscal year ended June 30, 2000.
No awards were made to a Named Executive Officer of the Company or its
subsidiaries pursuant to a long-term incentive plan during the fiscal year ended
June 30, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Individual Grants
----------------------------------------------------------------------------------------------------
Percent of
Number of Total
Securities Options/SARs
Underlying Granted to Exercise or Grant Date
Option/SARs Employees in Base Price Expiration Present
Name Granted (#) Fiscal Year ($/Share) Date Value/1/
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert Grossman 50,000/2/ 21% $ 2.015 3/19/10 $ 76,500
----------------------------------------------------------------------------------------------------
Scott F. Ziegler 20,000/2/ 8.4% $ 2.015 3/19/10 $ 30,600
----------------------------------------------------------------------------------------------------
Phillip A. DuPont 20,000/2/ 8.4% $ 2.015 3/19/10 $ 30,600
----------------------------------------------------------------------------------------------------
Matthew C. Jacobson/3/ 20,000/2/ 8.4% $ 2.015 3/19/10 $ 30,600
----------------------------------------------------------------------------------------------------
</TABLE>
/1/ 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 50.85%, the risk-free rate of return is 7.25%, the dividend yield on the
Common Stock is 0% and the time of exercise is 10 years after the grant date.
/2/ Options granted to Messrs. Grossman, Ziegler, DuPont and Jacobson vested and
became fully exercisable on March 20, 2000.
/3/ Mr. Jacobson resigned effective June 18, 2000.
-8-
<PAGE>
Year-End Option Values
The following table sets forth information regarding the number and
year-end value of unexercised options held at June 30, 2000 by each of the
executives named in the executive compensation table. No stock appreciation
rights were exercised by these executives during fiscal year 2000.
FISCAL 2000 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Shares Underlying Unexercised "In-the-Money"
Acquired Options at Fiscal Options at Fiscal
On Value Year-End (#) Year-End ($)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable/1/
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert Grossman - - 450,000/- $160,950/-
------------------------------------------------------------------------------------------------------------------
Scott F. Ziegler - - 160,000/- 28,125/-
------------------------------------------------------------------------------------------------------------------
Phillip A. DuPont - - 110,000/- -/-
------------------------------------------------------------------------------------------------------------------
Matthew C. Jacobson 15,000 $7,500/2/ 95,000/-/3/ -/-
------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Options are "in-the-money" if the fair market value of the underlying
securities exceeds the exercise price of the options. The amounts set forth
represent the difference between $1.50 per share, the fair market value of the
Common Stock issuable upon exercise of options at June 30, 2000, and the
exercise price of the option, multiplied by the applicable number of options.
/2/ The amount set forth represents the difference between $1.75 per share, the
fair market value of the Common Stock issuable upon exercise of the options at
June 22, 2000, and the exercise price of the option, multiplied by the
applicable number of options.
/3/ Upon his resignation, Mr. Jacobson had 90 days to exercise options held by
him. These options were not exercised and have now expired.
Employment and Termination Agreements
On December 31, 1989, the Company entered into an Amended and Restated
Employment Agreement with Mr. Grossman, which provides for his employment as the
Company's Chairman of the Board and Chief Executive Officer. The Amended and
Restated Employment Agreement, as subsequently amended by the Board (the
"Amended Agreement"), provided for a term that is due to expire on December 31,
2002, with such term to be extended for additional one-year terms unless sixty
(60) days' prior written notice of termination is given by Mr. Grossman or the
Company, and also provided for an increase in Mr. Grossman's annual salary. On
March 20, 2000, the Company entered into a further amendment to the Amended
Agreement which provides that if Mr. Grossman's employment is terminated other
than for due cause, death or disability, he shall be entitled to a payment equal
to thirty-six 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 thirty-six 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 and Ziegler, which, as amended on November 19, 1998,
provide that upon a change of control of the Company, which results in a
termination or constructive demotion, 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 consecutive month
period immediately prior to such change of control. Such 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.
-9-
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information concerning beneficial ownership
of the Company's Common Stock as of September 29, 2000, by each director and
each nominee for director individually and all eight 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 676,814/1/ 8.91%
Common Stock Michael J. Blake 429,433/2/ 5.99%
Common Stock Scott F. Ziegler 198,500/3/ 2.72%
Common Stock Phillip A. DuPont 165,000/4/ 2.27%
Common Stock Robert J. Smallacombe 72,500/5/ 1.01%
Common Stock Alfred P. Smith 64,833/6/ *
Common Stock Dean H. Wise 52,500/7/ *
Common Stock Kimberly A. Madigan 28,500/8/ *
Common Stock All directors and officers 1,688,080/9/ 21.1%
as a group, (8 persons)
</TABLE>
None of the 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 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.
____________________
* Percentage of shares beneficially owned does not exceed one percent of Common
Stock outstanding.
+ The address for all directors and executive officers is c/o Emons
Transportation Group, Inc., 96 South George Street, York, Pennsylvania 17401-
1436.
/1/ Includes (i) 1,000 shares owned by Mr. Grossman's wife, as to which Mr.
Grossman disclaims beneficial ownership; and (ii) 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, 50,000 shares of Common Stock at a price
of $3.25 per share, and 50,000 shares of Common Stock at a price of $2.015 per
share, all of which are currently exercisable.
/2/ Includes options to purchase 15,000 shares of Common Stock at a price of
$3.2188 per share and 3,333 shares of Common Stock at a price of $2.50 per
share, all of which are currently exercisable or will become exercisable within
60 days. Does not include unvested options to purchase 6,667 shares of Common
Stock at a price of $2.50 per share and 10,000 shares of Common Stock at a price
of $2.015 per share.
-10-
<PAGE>
/3/ Includes options to purchase 25,000 shares of Common Stock at a price of
$.8125 per share, 25,000 shares of Common Stock at a price of $1.0625 per share,
50,000 shares of Common Stock at a price of $3.25 per share, 15,000 shares of
Common Stock at a price of $2.875 per share, 25,000 shares of Common Stock at a
price of $2.50 per share and 20,000 shares of Common Stock at a price of $2.015
per share, all of which are currently exercisable.
/4/ Includes (i) 13,000 shares of Restricted Common Stock which have not vested
as of September 29, 2000 and are subject to risk of forfeiture; and (ii) options
to purchase 5,000 shares of Common Stock at a price of $2.5625 per share, 15,000
shares of Common Stock at a price of $1.875 per share, 15,000 shares of Common
Stock at a price of $3.1563 per share, 15,000 shares of Common Stock at a price
of $3.9063 per share, 15,000 shares of Common Stock at a price of $2.875 per
share, 25,000 shares of Common Stock at a price of $2.50 per share, and 20,000
shares of Common Stock at a price of $2.015 per share, all of which are
currently exercisable.
/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,
15,000 shares of Common Stock at a price of $2.2813 per share and 2,500 shares
of Common Stock at a price of $2.50 per share, all of which are currently
exercisable. Does not include unvested options to purchase 5,000 shares of
Common Stock at a price of $2.50 per share and 10,000 shares of Common Stock at
a price of $2.015 per share.
/6/ Includes options to purchase 15,000 shares of Common Stock at a price of
$3.2188 per share and 3,333 shares of Common Stock at a price of $2.50 per
share, all of which are currently exercisable or will become exercisable within
60 days. Does not include unvested options to purchase 6,667 shares of Common
Stock at a price of $2.50 per share and 10,000 shares of Common Stock at a price
of $2.015 per share.
/7/ Includes options to purchase 15,000 shares of Common Stock at a price of
$1.6875 per share, 10,000 shares of Common Stock at a price of $3.25 per share
and 2,500 shares of Common Stock at a price of $2.50 per share, all of which are
currently exercisable. Does not include unvested options to purchase 5,000
shares of Common Stock at a price of $2.50 per share and 10,000 shares of Common
Stock at a price of $2.015 per share.
/8/ Includes options to purchase 15,000 shares of Common Stock at a price of
$2.4375 per share, 10,000 shares of Common Stock at a price of $1.375 per share
and 2,500 shares of Common Stock at a price of $2.50 per share, all of which are
currently exercisable. Does not include unvested options to purchase 5,000
shares of Common Stock at a price of $2.50 per share and 10,000 shares of Common
Stock at a price of $2.015 per share.
/9/ See notes 1 through 8 above.
-11-
<PAGE>
PRINCIPAL STOCKHOLDERS OF THE COMPANY
The following table sets forth certain information regarding ownership of
the Company's equity securities as of September 29, 2000 by each person who is
known to the Company to own beneficially more than 5% of its voting securities:
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
-------------- ---------------- --------- --------
<S> <C> <C> <C>
Common Stock The Bank of New York 1,924,902/1/ 26.93%
101 Barclay Street
New York, New York 10286
Common Stock Robert Grossman 676,814 8.91%
96 South George Street
York, Pennsylvania 17401
Common Stock Chase Manhattan Bank 554,868 7.76%
One Chase Manhattan Plaza
10th Floor
New York, New York 10051
Common Stock Michael J. Blake 429,433 5.99%
96 South George Street
York, Pennsylvania 17401
Common Stock First Union National Bank 392,710 5.49%
123 Broad Street
Philadelphia, PA 19109
</TABLE>
_______________
/1/ The shares owned of record by The Bank of New York (successor to 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.
-12-
<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 2001
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.
-13-
<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 2001 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, 2001. 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, 2000, 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 16, 2000
-14-
<PAGE>
--------------------------------------------------------------------------------
EMONS TRANSPORTATION GROUP, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF EMONS TRANSPORTATION GROUP, INC.
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 16, 2000, 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 on the reverse side of this proxy card and upon such
other business that may properly come before the meeting.
(The Proxy continues and must be signed on the reverse side.)
--------------------------------------------------------------------------------
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
EMONS TRANSPORTATION GROUP, INC.
November 16, 2000
<TABLE>
Please Detach and Mail in the Envelope Provided
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
A [X] Please mark your
votes as in this _____
example.
FOR all nominees WITHHELD The Board of Directors recommends a vote "FOR" items 1 and 2.
listed at right (except as to all
as marked to the nominees
contrary below)
1. Election [_] [_] Nominees: Michael J. Blake 2. Ratification of appointment of FOR AGAINST ABSTAIN
of Robert Grossman Arthur Andersen LLP as [_] [_] [_]
Directors Kimberly A. Madigan independent public accountants
Robert J. Smallacombe for the fiscal year ending
Alfred P. Smith June 30, 2001.
Dean H. Wise
Scott F. Ziegler THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL
BE VOTED IN ACCORDANCE WITH THE SHAREHOLDER'S
(Instructions: To withhold authority to SPECIFICATIONS HEREON. IN THE ABSENCE OF SUCH
vote for any individual nominee, strike SPECIFICATION, THE PROXY WILL BE VOTED "FOR" THE ELECTION
a line through the nominee's name in the OF THE SEVEN NOMINEES FOR DIRECTOR NAMED HEREIN; AND "FOR"
list at right.) RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE
ENCLOSED ENVELOPE.
Signature _________________________________ Signature (if held jointly) ______________________ Date: ____________________, 2000
Note: 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.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
