<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.______________)
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11 (c) or Rule 14a-12
BUILDERS TRANSPORT, INCORPORATED
- -------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 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.
/ / 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.
<PAGE> 2
BUILDERS TRANSPORT, INCORPORATED
2029 West Dekalb Street
Camden, South Carolina 29020
May 2, 1996
To Our Stockholders:
On behalf of the Board of Directors and management of Builders
Transport, Incorporated, I cordially invite you to attend the Annual Meeting of
Stockholders to be held at the Holiday Inn in Lugoff, South Carolina, on
Tuesday, June 4, 1996, at 10:00 a.m. Eastern time. The attached Notice of
Annual Meeting and Proxy Statement describe the formal business to be
transacted at the Meeting.
In addition to the specific matters to be acted upon, there also will
be a report on the operations of the Company. Directors and officers of the
Company will be present to respond to any questions of general interest that
stockholders may have.
It is important that your shares be represented at the Meeting.
Regardless of whether you plan to attend, you are requested to mark, sign, date
and promptly return the enclosed proxy in the envelope provided. If you attend
the Meeting, which we hope you will do, you may vote in person even if you have
previously mailed a proxy card.
Sincerely,
David C. Walentas
Chairman of the Board
<PAGE> 3
BUILDERS TRANSPORT, INCORPORATED
2029 West Dekalb Street
Camden, South Carolina 29020
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 1996
To The Stockholders of Builders
Transport, Incorporated:
You are hereby notified that the Annual Meeting of Stockholders (the
"Annual Meeting") of Builders Transport, Incorporated, a Delaware corporation
("Builders" or the "Company"), will be held at the Holiday Inn in Lugoff, South
Carolina, on Tuesday, June 4, 1996, at 10:00 a.m. Eastern time for the
following purposes:
(1) to elect six directors to serve one-year terms
scheduled to end in conjunction with the next Annual Meeting of
Stockholders or until their successors are elected and qualified;
(2) to approve the Amended and Restated Builders
Transport, Incorporated Non-Employee Directors' Stock Option Plan;
(3) to ratify the appointment of Ernst & Young LLP as
independent auditors of the Company for the year ending December 31,
1996; and
(4) to transact such other business as properly may come
before the Annual Meeting or any adjournment thereof.
All stockholders are cordially invited to attend the Annual Meeting;
however, only stockholders of record at the close of business on April 29,
1996, are entitled to notice of and to vote at the Annual Meeting. In
accordance with Delaware law, a list of stockholders entitled to vote at the
Annual Meeting shall be open to the examination of any stockholder, for any
purpose germane to the Annual Meeting, during ordinary business hours at the
Company's general offices at 2029 West Dekalb Street, Camden, South Carolina,
from May 24, 1996, to June 3, 1996, and the list shall be available for
inspection at the Annual Meeting by any stockholder that is present.
By Order of the Board of Directors,
ROBERT E. LEE GARNER, Secretary
DATED May 2, 1996
IMPORTANT
Regardless of whether you expect to attend the meeting, please mark,
sign, date and return the enclosed proxy in the enclosed self-addressed
envelope as promptly as possible.
<PAGE> 4
BUILDERS TRANSPORT, INCORPORATED
Post Office Box 7005
2029 West Dekalb Street
Camden, South Carolina 29020-7005
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies to be used at the Annual Meeting of Stockholders (the "Annual Meeting")
of Builders Transport, Incorporated, a Delaware corporation ("Builders" or the
"Company"), to be held on June 4, 1996, and at any adjournments thereof. THE
ACCOMPANYING PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY. The
principal executive offices of the Company are located at 2029 West Dekalb
Street, Camden, South Carolina 29020. This Proxy Statement and the
accompanying proxy card are first being mailed to stockholders on or about May
2, 1996.
SOLICITATION
The costs of preparing, assembling and mailing the proxy materials and
of reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy materials to the
beneficial owners of shares held of record will be borne by the Company.
Certain officers and regular employees of the Company or its subsidiaries,
without additional compensation, may use their personal efforts, by telephone
or otherwise, to obtain proxies in addition to this solicitation by mail. The
Company expects to reimburse brokers, banks, custodians and other nominees for
their reasonable out-of-pocket expenses in handling proxy materials for
beneficial owners of the Common Stock. Should the Company's management deem it
necessary, the Company may also retain the services of Morrow & Co., Inc. to
aid in the solicitation of proxies from brokers, banks, custodians and other
nominees, for which the Company will pay a fee not to exceed $3,500 plus
reimbursement for expenses.
VOTING AND REVOCABILITY OF PROXY APPOINTMENTS
Only stockholders of record at the close of business on April 29, 1996,
are entitled to receive notice of and to vote at the Annual Meeting. The
Company's only class of stock outstanding is its Common Stock, par value $.01
per share (the "Common Stock"). As of the close of business on April 29, 1996,
the number of shares of Common Stock outstanding and entitled to vote at the
Annual Meeting was 5,099,517. Each share of Common Stock is entitled to one
vote on all matters. There are no cumulative voting rights. A majority of the
outstanding shares will constitute a quorum at the meeting. Abstentions and
broker non-votes are counted for purposes of determining the presence or
absence of a quorum for the transaction of business.
Stockholders can ensure that their shares are voted at the Annual
Meeting by signing and returning the enclosed proxy card in the envelope
provided. Shares of Common Stock represented by the accompanying proxy card
will be voted if the proxy card is properly executed and is received by the
Company prior to the time of voting. Sending in a signed proxy card will not
affect a stockholder's right to attend the Annual Meeting and vote in person.
<PAGE> 5
Presence at the Annual Meeting by a stockholder who has signed a proxy
card does not in itself revoke a proxy. Each proxy granted may be revoked by
the person giving it by giving written notice to such effect to the Secretary
of the Company, by execution and delivery of a subsequent proxy or by
attendance, giving notice and voting in person at the Annual Meeting, except
that any such revocation shall not be effective as to any matter upon which,
prior to such revocation, a vote shall have been cast pursuant to the authority
conferred by such proxy. Where specific choices are not indicated on the proxy
card, proxies will be voted in accordance with the recommendations of the Board
of Directors.
As of the date of this Proxy Statement, the Company's Board of Directors
is not informed of any matters, other than those set forth in the foregoing
Notice of Annual Meeting of Stockholders, that may be brought before the Annual
Meeting. If other matters requiring a vote of the stockholders arise, the
persons designated as proxies will vote the shares of Common Stock represented
by the proxies in accordance with their judgment on such matters.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the Company's best knowledge as of April
10, 1996, with respect to the beneficial ownership of Common Stock by (a) each
person known to the Company to be the beneficial owner of more than five
percent of the Common Stock, (b) all directors and nominees, (c) the
individuals listed in the Summary Compensation Table contained herein, and (d)
all executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Amount of
Name of Beneficial Owner Beneficial Ownership
(and address for those owning -----------------------------
more than five Percent) Shares Percent(l)
----------------------------- ---------- ----------
<S> <C> <C>
Builders Transport, Incorporated Employees
Retirement Savings & Profit Sharing
Plan (2)
c/o Benefit Plan Committee
Attn: T. Michael Guthrie
Builders Transport, Incorporated
P.O. Box 7005
Camden, South Carolina 29020-7005(2) . . . . . . . . . . . . . . . . . . . 803,748 15.8%
Messrs. David C. Walentas (3)(4)(5) and Stanford M.
Dinstein (3)(4)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 993,444 18.2%
FMR Corp. (6)
82 Devonshire Street
Boston, Massachusetts 02109. . . . . . . . . . . . . . . . . . . . . . . . 381,200 7.48%
Merrill Lynch & Co., Inc. (7)
World Financial Center, North Tower
250 Vesey Street
New York, NY 10281 . . . . . . . . . . . . . . . . . . . . . . . . . . . 383,282 6.9%
</TABLE>
2
<PAGE> 6
<TABLE>
<S> <C> <C>
T.Rowe Price Associates, Inc. (8)
100 E. Pratt Street
Baltimore, Maryland 21202 . . . . . . . . . . . . . . . . . . . . . . . . 508,189 9.9%
Travelers Group, Inc., Smith Barney Holdings
Inc. and Smith Barney Mutual Funds Management
Inc. (9)
388 Greenwich Street
New York, NY 10013 . . . . . . . . . . . . . . . . . . . . . . . . . . . 326,300 6.4%
Robert E. Killen and the Killen Group, Inc. (10)
1189 Lancaster Avenue
Berwyn, PA 19312 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 276,300 5.5%
John R. Morris (3)(11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,329 *
J. Barry Moody (12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,612 *
Phillip M. Adams (13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,230 *
Arthur C. Baxter (3)(14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,000 *
Pierson G. Mapes (3)(15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- *
Frederick S. Morton (3)(14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,700 *
Jacob D. Wood (16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- *
All Executive Officers and Directors
as a Group (11 Persons) (17) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,181,733 21.0%
</TABLE>
- ----------------------------
(1) Except as otherwise noted herein, percentage is determined on the
basis of 5,099,517 shares of Common Stock issued and outstanding plus
securities deemed outstanding pursuant to Rule 13d3(d)(1) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). An
asterisk indicates beneficial ownership of less than 1%
(2) Effective January 1, 1994, the Company's 401(k) Plan and ESOP were
merged and amended to form the Builders Transport, Incorporated
Employees Retirement Savings & Profit Sharing Plan (the "Benefit
Plan"). The Benefit Plan may be deemed to be the beneficial owner of
the shares of Common Stock that it holds. The Benefit Plan shares
voting power with the Benefit Plan participants and based on a
Schedule 13G dated February 12, 1996 and filed by the National Bank of
Commerce, Memphis, Tennessee, trustee for the Benefit Plan, the
trustee has sole dispositive power with respect to the shares of
Common Stock.
(3) Nominee for election to the Board of Directors.
(4) The address of this individual is 2029 West Dekalb Street, Camden,
South Carolina 29020.
3
<PAGE> 7
(5) Messrs. Walentas and Dinstein reported on Amendment No. 20 dated
October 5, 1994, to Schedule 13D filed pursuant to Section 13 of the
Exchange Act that they may be deemed to be a "group" within the
meaning of Section 13(d)(3) of the Exchange Act. Both members of the
"group" may be deemed to beneficially own the Common Stock owned by
the other member of the "group", although both members of the "group"
disclaim beneficial ownership of the shares owned by the other member
of the "group". Mr. Walentas beneficially owns 866,755 shares, which
includes 247,500 shares of Common Stock reserved for issuance to Mr.
Walentas pursuant to stock options that were exercisable at, or within
sixty days of, April 10, 1996, 1,000 shares owned by Mr. Walentas'
wife, and 568 shares vested in or allocated to Mr. Walentas' Benefit
Plan account. Mr. Dinstein beneficially owns 126,689 shares, which
includes 106,250 shares reserved for issuance to Mr. Dinstein pursuant
to stock options that were exercisable at, or within sixty days of,
April 10, 1996, and 2,223 shares vested or allocated in Mr. Dinstein's
account in the Benefit Plan. Mr. Walentas and Mr. Dinstein both are
Directors and executive officers of the Company.
(6) FMR Corp. and certain of its affiliates reported on Amendment No. 3 to
a Schedule 13G dated February 14, 1996, that Fidelity Management &
Research Company ("Fidelity"), a wholly-owned subsidiary of FMR Corp.
and an investment adviser registered under the Investment Advisers Act
of 1940, is the beneficial owner of 38,300 shares or .75% of the
Common Stock as a result of acting as investment adviser to several
investment companies. The number of shares of Common Stock owned by
these investment companies at December 31, 1994, included 38,300
shares of Common Stock. Edward C. Johnson, III, FMR Corp., through
its control of Fidelity, and various Fidelity Funds, each has sole
power to dispose of 38,300 shares owned by those Funds. Neither FMR
Corp., nor Edward C. Johnson, III, Chairman of FMR Corp., has the sole
power to vote or direct the voting of the shares owned directly by the
Fidelity Funds, which power resides with the Funds' Boards of
Trustees. Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees. It was also
reported that Fidelity Management Trust Company, a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of
the Exchange Act is the beneficial owner of 342,900 shares or 6.73% of
the Common Stock as a result of its serving as investment manager of
certain institutional accounts. Edward C. Johnson, III, and FMR
Corp., through its control of Fidelity Management Trust Company, has
sole voting and investment power over 342,900 shares of Common Stock
owned by the institutional accounts as reported above. Members of the
Edward C. Johnson, III family and trusts for their benefit are the
predominate owners of Class B shares of Common Stock of FMR Corp.,
representing approximately 49% of the voting power of FMR Corp. Mr.
Johnson, III owns 12.0% and Abigail P. Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR Corp. Mr. Johnson, III is
Chairman of FMR Corp. and Abigail P. Johnson is a Director of FMR
Corp. The Johnson family group and all other Class B shareholders have
entered into a shareholders' voting agreement under which all Class B
shares will be voted in accordance with the majority vote of Class B
shares. Accordingly, through their ownership of voting Common Stock
and the execution of the. shareholders' voting agreement, members of
the Johnson family may be deemed, under the Investment Company Act of
1940, to form a controlling group with respect to FMR Corp.
(7) Merrill Lynch & Co., Inc. and certain of its affiliated entities
reported on Amendment No. 3 to a Schedule 13G dated February 8, 1996,
that they may be deemed to own 383,282 shares of Common Stock
representing 6.9% of the shares outstanding. Merrill Lynch & Co., and
its affiliates, however, disclaim beneficial ownership of these
securities.
4
<PAGE> 8
(8) Based on a Schedule 13G dated February 14, 1996, these securities are
owned by various individual and institutional investors including the
T. Rowe Price Small Cap Value Fund, Inc. (which owns 508,189 shares,
representing 9.9% of the shares outstanding), which T. Rowe Price
Associates, Inc. ("Price Associates") serves as investment adviser
with power to direct investments and/or shared power to vote the
securities. For purposes of the reporting requirements of the
Exchange Act, Price Associates is deemed to be a beneficial owner of
such securities; however, Price Associates expressly disclaims that it
is, in fact, the beneficial owner of such securities.
(9) In a Schedule 13G dated February 1, 1996, the Traveler's Group, Inc.
and its wholly-owned subsidiaries, Smith Barney Holdings, Inc. and
Smith Barney Mutual Funds Management, Inc. reported beneficial
ownership of 326,300 shares of Common Stock representing 6.4% of the
shares outstanding. The Traveler's Group, Inc. and Smith Barney
Holdings, Inc. specifically disclaimed beneficial ownership in the
Schedule 13G filing.
(10) Robert E. Killen and The Killen Group, Inc. reported that Mr. Killen
is the President and sole shareholder of The Killen Group, Inc. which
is an Investment Advisor registered under the Investment Advisers Act
of 1940. The Killen Group reported that it had the sole power to vote
or to direct the vote of 135,850 shares of Common Stock and the sole
power to dispose or to direct the disposition of 274,300 shares of
Common Stock. Mr. Killen reported that he has sole power to vote and
to dispose of 2,000 shares of Common Stock.
(11) Includes 42,800 shares reserved for issuance to Mr. Morris pursuant to
stock options that were exercisable at, or within sixty days of, April
10, 1996, and 2,290 shares vested or allocated in Mr. Morris' account
in the Benefit Plan.
(12) Includes 26,500 shares reserved for issuance to Mr. Moody pursuant to
stock options that were exercisable at, or within sixty days of, April
10, 1996, and 1,747 shares vested or allocated in Mr. Moody's account
in the Benefit Plan.
(13) Includes 34,500 shares reserved for issuance to Mr. Adams pursuant to
stock options that were exercisable at, or within sixty days of, April
10, 1996, and 1,987 shares vested or allocated in Mr. Adams' account
in the Benefit Plan.
(14) Includes 8,500 shares reserved for issuance to each of Messrs. Baxter
and Morton pursuant to stock options that were exercisable at, or
within sixty days of, April 10, 1996.
(15) Mr. Mapes was elected to the Board on April 24, 1996. Accordingly, he
had no options as of April 10, 1996, and none of the 10,000 options he
received upon joining the Board pursuant to the Non-employee Directors'
Stock Option Plan will be exercisable until one year thereafter.
(16) Mr. Wood, the former President and Chief Operating Officer of the
Company, resigned from all positions he held with the Company and its
affiliates on December 1, 1995.
(17) Includes 522,675 shares of Common Stock reserved for issuance to
executive officers or Directors of the Company pursuant to stock
options that were exercisable at, or within sixty days of, April 10,
1996, and 12,697 shares of Common Stock vested or allocated in
accounts of the Company's executive officers in the Benefit Plan.
5
<PAGE> 9
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
Directors elected at the Annual Meeting will hold office until the next
Annual Meeting of Stockholders or until their respective successors are duly
elected and qualified(1). Unless otherwise instructed, proxies will vote shares
of Common Stock for the election to the Company's Board of Directors of the
nominees listed below, all of whom are presently members of the Board of
Directors. Directors are elected by a plurality of the votes cast by the
holders of the Company's Common Stock at a meeting at which a quorum is
present. A "plurality" means that the individuals who receive the largest
number of votes cast are elected as directors up to the maximum number of
directors to be chosen at the meeting. Consequently, any shares not voted
(whether by abstention, broker non-vote or otherwise) have no impact on the
election of directors. In the event that any nominee becomes unavailable for
election for any reason, an event which management does not anticipate, shares
of Common Stock represented by proxies will be voted for any substitute
nominees designated by the Board of Directors.
For each nominee's beneficial ownership of Common Stock, see "Security
Ownership of Certain Beneficial Owners and Management." Set forth below is
certain additional information as of April 10, 1996, regarding each nominee:
DAVID C. WALENTAS
David Walentas is, and has been for more than 25 years, principally engaged
in the development, management and construction of real estate. Mr. Walentas
owns and operates more than 3 million square feet of commercial property and
owns and manages more than 2,000 apartment units. His real estate development
activities are carried on through various entities, including Two Trees, a New
York general partnership ("Two Trees"). His real estate management activities
are principally carried on through Two Trees Management Co.; he is its sole
proprietor. His real estate construction activities are principally carried on
through The Gair Co., and, since January 1986, through The Washington Street
Construction Co., Inc. David Walentas is President and sole proprietor of both
of these companies. Mr. Walentas has served as a director continuously since
his election at the 1990 Annual Meeting of Stockholders. His age is 57.
Mr. Walentas was named the Company's Chairman of the Board following the
1990 Annual Meeting of Stockholders. During the 1990's, he, together with Stan
Dinstein, has led Builders' restructuring program, resulting in the Company's
turnaround.
STANFORD M. DINSTEIN
Stanford Dinstein, a certified public accountant, is, and has been for more
than 18 years, principally engaged as an independent financial and management
consultant to Two Trees and other private corporations and partnerships. Mr.
Dinstein, a senior officer and director of Builders since 1990, has
- --------------------
(1) The Board of Directors recently reduced its size from eight members to six
members in light of the resignation, during 1995, of two directors and the
recent death of a third director.
6
<PAGE> 10
served the Company in a variety of financial, administrative and operational
capacities, and, in August 1993, was named Chief Executive Officer. His age is
48.
Mr. Dinstein directed the implementation of Builders' restructuring program
and, as a result of his achievements, was awarded the South Carolina
Entrepreneur of the Year award in 1994 in the turnaround category.
JOHN R. MORRIS
John Morris joined the Company in January 1986 and was in charge of its
Dedicated Fleet operations from that time until January 1989 when he was named
President and Chief Operating Officer of the Company, the position in which he
served until his election as President of the Company's Dedicated Services and
Contract Logistics Group in December 1993. Mr. Morris was again named
President and Chief Operating Officer in December 1995. Mr. Morris also filled
the position of Chief Executive Officer on two occasions between June 1990 and
November 1992. Prior to joining the Company, Mr. Morris was employed by McLean
Trucking Company for 23 years. Mr. Morris served on the Board from January
1989 to September 1990 and has served as a director continuously since his
reappointment in October 1990. His age is 52.
ARTHUR C. BAXTER
Arthur Baxter is a retired banking executive. From January 1980 through
June 1989, he was Executive Vice President, Public Affairs of The First
National Bank of Atlanta (now Wachovia Bank of Georgia, N.A.), and, from August
1989 through November 1991, he served as a public affairs consultant to its
parent corporation. Mr. Baxter has served as a director continuously since his
election at the 1990 Annual Meeting of Stockholders. His age is 71.
PIERSON G. MAPES
Pierson Mapes is a retired television executive. From November 1982 through
his retirement in June 1994, he was the President of the NBC Television
Network. In that capacity, Mr. Mapes oversaw the network's affiliate
relations, advertising sales and marketing areas. Mr. Mapes has served as a
director since April 1996, when he was elected by the Board to fill a vacancy
on the Board. His age is 58.
FREDERICK S. MORTON
Frederick Morton had been, for more than five years prior to June 1989,
Professor of Business Administration at The Darden School of the University of
Virginia and a consultant in the areas of corporate strategy, effective
operations management and management development. Since June 1989, Mr. Morton
has been Professor Emeritus at the University of Virginia and has continued his
consulting activities. Mr. Morton has served as a director continuously since
his election at the 1990 Annual Meeting of Stockholders. His age is 75.
THE BOARD OF DIRECTORS AND ITS COMPENSATION AND NOMINATING COMMITTEE
UNANIMOUSLY RECOMMENDS A VOTE "FOR" MESSRS. WALENTAS, DINSTEIN, MORRIS,
BAXTER, MAPES AND MORTON.
7
<PAGE> 11
COMMITTEES OF THE COMPANY'S BOARD OF DIRECTORS
AND MEETING ATTENDANCE
The total number of meetings the Board held during 1995 was five. No
incumbent director who was a director during 1995 attended fewer than 75
percent of the aggregate of (i) the total number of meetings of the Board of
Directors and (ii) the total number of meetings held by all committees of the
Board on which he served. The Board of Directors has established the following
standing committees: Executive Committee, Compensation and Nominating
Committee, Audit Committee and Stock Option and Executive Compensation
Committee.
The Executive Committee of the Board has and may exercise, during the
intervals between meetings of the Board, all the powers of the Board in the
management of the Company's business and affairs, subject to certain statutory
restrictions. The current members of the Executive Committee are Messrs.
Walentas, Dinstein and Morris. The members of the Executive Committee consult
with one another frequently between Board meetings and took formal action four
times during 1995.
The Audit Committee has primary responsibility for (i) recommending to the
Board the particular persons or firm to be employed by the Company as its
independent auditors; (ii) consulting with the persons or firm so chosen to be
the independent auditors with regard to the plan of audit; (iii) reviewing, in
consultation with the Company's independent auditors, their report of audit, or
proposed report of audit, and the accompanying management letter, if any; and
(iv) consulting with the Company's independent auditors (periodically, if
appropriate, out of the presence of management) with regard to the adequacy of
internal controls. The members of the Audit Committee are Messrs. Baxter and
Morton(2) and this Committee met six times during 1995.
The Stock Option and Executive Compensation Committee administers the
Company's Stock Option Plan and makes recommendations to the Board concerning
which of the Company's officers and directors are eligible to participate
therein and makes recommendations with respect to the granting of stock options
or other benefits under the Company's Stock Option Plan. The Stock Option and
Executive Compensation Committee also is responsible for making decisions and
determinations with respect to the compensation arrangements for those members
of the Company's senior management who also are members of the Company's
Compensation and Nominating Committee. The members of this Committee are
Messrs. Baxter and Morton(2). The members of this Committee consult with one
another from time to time and took formal action four times during 1995. All
actions taken by this Committee during 1995 were unanimously ratified by the
Board.
The Compensation and Nominating Committee is responsible for recommending to
the Board the compensation arrangements for the Company's senior management
other than any members of the Company's senior management who are members of
the Committee. The Committee also establishes criteria and procedures for the
selection of a directors' slate, reviews the qualifications of candidates who
may be proposed for nomination to the Board, and makes recommendations to the
Board concerning directors to be placed in nomination for election and
concerning any changes in the structure, size or function of the Board. The
Company's bylaws provide that nomination for the office of director may be made
by stockholders only if written notice of such proposed nominations (including
the name or names of the proposed nominees) is given to the Company's Secretary
at the Company's principal office not less than 30 days prior to the meeting at
which the proposed nominations are to be made. The members of this Committee
are Messrs. Walentas and Dinstein. They confer with one another on a regular
basis and
- ----------------
(2) Mr. Jack Weprin served on both the Audit Committee and the Stock Option and
Executive Compensation Committee until his recent death.
8
<PAGE> 12
consult with the full Board from time to time on matters within the Committee's
purview. All compensation and nomination decisions during 1995 were
unanimously ratified by the Board.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1995, the members of the Company's
Stock Option and Executive Compensation Committee were Messrs. Baxter, Morton
and Weprin, and the members of the Company's Compensation and Nominating
Committee were Messrs. Walentas and Dinstein. Both Messrs. Walentas and
Dinstein were officers of the Company and its subsidiaries during fiscal year
1995 and certain prior years. Messrs. Walentas and Dinstein currently serve
as Chairman and as Vice Chairman and Chief Executive Officer of the Company,
respectively. Neither Messrs. Baxter, Morton nor Weprin was an officer or
employee of the Company or any of its subsidiaries during fiscal year 1995 or
any prior year.
Mr. Walentas has a 90% general partnership interest in Two Trees, a New York
general partnership. Mr. Dinstein is, and has been for more than 18 years, a
financial and management consultant to Two Trees. During 1995, the Company
entered into an agreement with Two Trees for the sale and leaseback of the
building that houses the Company's offices and division headquarters and
related land, located in Camden, South Carolina. The Company has purchase and
lease renewal options at projected future fair market values under the sale and
leaseback arrangement. The sale price was $3,500,000. The sale price was
based on independent appraisals received by the Company. The Company realized
a gain on the sale of approximately $592,000 less $200,000 paid in brokerage
commissions to Two Trees. The Company's payments under the initial lease term
of five years approximate $454,000 annually. Those payments commenced in
October 1995. The Company has an outstanding letter of credit totalling
$1,600,000 in support of its lease payments. The fees paid were based on
ordinary and customary standards for such services, and the lease payments were
based on the fair market value of the property.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth for the fiscal years ended December 31, 1993,
1994 and 1995, the cash compensation paid or accrued by the Company, as well as
certain other compensation paid or accrued for those years, for services in all
capacities to the individual serving as the Company's Chief Executive Officer
throughout 1995, to the Company's four most highly compensated executive
officers, other than the Chief Executive Officer, who were serving as executive
officers at the end of 1995; and to Mr. Jacob D. Wood, the former President and
Chief Operating Officer of the Company, who resigned from all positions he held
with the Company and its affiliates on December 1, 1995.
9
<PAGE> 13
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
------------
Annual Compensation Awards
----------------------- ------------
(a) (b) (c) (d)(1) (g)(2) (i)
Securities Underlying All Other
Name and Principal Position Year Salary ($) Bonus Options (#) Compensation ($)(3)
--------------------------- ---- ---------- ----- --------------------- -------------------
<S> <C> <C> <C> <C> <C>
David C. Walentas - 1995 $182,083 $127,998 -- $2,539
Chairman of the Board
1994 $138,333 $130,998 50,000 $902
1993 $120,000 -- 100,000 $1,292
Stanford M. Dinstein - 1995 $258,854 $64,340 -- $3,820
Vice Chairman and Chief Executive
Officer
1994 $230,000 $66,840 50,000 $4,002
1993 $180,251 $50,000 50,000 $2,961
John R. Morris - 1995 $190,000 $64,125 -- $3,309
President and Chief Operating
Officer
1994 $190,000 $23,749 -- $3,153
1993 $190,000 $57,000 25,000 $5,134
J. Barry Moody - 1995 $176,000 -- -- $5,071
Division Vice President - Flatbeds
1994 $161,333 $32,268 10,000 $5,992
1993 $160,000 $16,000 10,000 $5,843
Phillip M. Adams 1995 $156,600 -- 10,000 $2,623
Division Vice President - Vans
1994 $145,000 $29,001 -- $3,948
1993 $145,000 $25,375 10,000 $5,371
</TABLE>
10
<PAGE> 14
<TABLE>
<CAPTION>
Long Term
Compensation
------------
Annual Compensation Awards
------------------- ------------
(a) (b) (c) (d)(1) (g)(2) (i)
Securities Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) Options (#) Compensation ($)(3)
--------------------------- ---- ---------- --------- --------------------- -------------------
<S> <C> <C> <C> <C> <C>
Jacob D. Wood - 1995 $206,250 -- $23
former President and Chief
Operating Officer
1994 $225,000 -- 10,000
1993 -- -- 150,000
</TABLE>
(1) Columns (e), (f) and (h) relating, respectively, to "other annual
compensation," "restricted stock awards," and "LTIP payouts" have been
deleted because no compensation required to be reported in such columns
was awarded to, earned by, or paid to, any of the above individuals
during the periods covered by such columns.
(2) All information in this column relates to options because the Company
has not granted any stock appreciation rights ("SARs").
(3) During 1993, 1994 and 1995, respectively, 82, 83 and 333 shares; 115,
368 and 501 shares; 268, 290 and 434 shares; 254, 551 and 665 shares;
and 204, 363 and 344 shares; vested in the Benefit Plan accounts of
Messrs. Walentas, Dinstein, Morris, Moody and Adams, respectively.
Based on the closing sales price for the Common Stock on December 31,
1993, December 30, 1994 and December 29, 1995, of $15.75, $10.875 and
$7.625, respectively, as reported by NASDAQ, the dollar value of these
shares for Messrs. Walentas, Dinstein, Morris, Moody and Adams was
$1,292, $902 and $2,539; $1,811, $4,002 and $3,820; $4,221, $3,153 and
$3,309; $4,000, $5,992 and $5,071; and $3,213, $3,948, and $2,623,
respectively. During 1995, 3 shares vested in the Benefit Plan account
of Mr. Wood equating to $23.
Company-contributed shares to the 401(k) Plan for the accounts of
Messrs. Dinstein, Morris, Moody and Adams, that vested during 1993 were
as follows: 73 shares; 58 shares; 117 shares; and 137 shares,
respectively. Based on the closing sales price for the Common Stock on
December 31, 1993, of $15.75 as reported by NASDAQ, the dollar value of
these Company-contributed shares on behalf of Messrs. Dinstein, Morris,
Moody and Adams was $1,150; $913; $1,843, and $2,158, respectively.
11
<PAGE> 15
STOCK OPTIONS
The following table sets forth the options granted during the fiscal year
ended December 31, 1995, to the individuals listed in the Summary Compensation
Table.
OPTION GRANTS IN LAST FISCAL YEAR (1)
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
--------------------------------------------------------------------------- Annual Rates of Stock
Price Appreciation for
Option Term
(a) (b) (c) (d) (e) (f) (g)
% of Total
Number of Options
Securities Granted to
Underlying Employees Exercise or
Options in Base Price Expiration
Name Granted (#) Fiscal Year ($/share) Date 5% ($) 10% ($)
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Phillip M. Adams 10,000(2) 44.4% $12.4375 1/17/05 $78,230 $198,254
</TABLE>
- ----------------------------
(1) All information in this table relates to options because the Company has
not granted any SARS.
(2) Unless a Change of Control occurs, as defined in the individual award
agreement, each of the options granted to Mr. Adams becomes cumulatively
exercisable as to 25 percent of the shares covered by them on each of the
first, second, third and fourth anniversaries of the date of the grant
provided that Mr. Adams remains employed by the Company. The exercise
dates of these options may be accelerated in the event of a Change in
Control. Mr. Adams' options were granted on January 17, 1995.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the individuals
listed in the Summary Compensation Table concerning unexercised options held as
of the end of the fiscal year. No options were exercised during the last
fiscal year by the individuals listed in the Summary Compensation Table.
12
<PAGE> 16
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES (1)
<TABLE>
<CAPTION>
(a) (d) (e)
Number of
Securities Underlying Value of Unexercised
Unexercised In-the-Money
Options at Options at
Fiscal Year End Fiscal Year End(2)
(#) ($)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
---------- --------------- ---------------
<S> <C> <C>
David C. Walentas 282,500/117,500 $383,594/$53,906
Stanford M. Dinstein 131,250/68,750 $125,392/$26,953
John R. Morris 42,653/18,750 $ 38,607/$8,984
J. Barry Moody 30,000/15,000 $ 19,063/$0
Phillip M. Adams 35,500/17,500 $ 32,500/$0
Jacob D. Wood -- --
</TABLE>
- ----------------------
(1) All information in this table relates to options because the Company has
not granted any SARS. Columns (b) and (c) have been deleted because no
options were exercised during the last fiscal year by the individuals
listed in the Summary Compensation Table.
(2) Based on the difference between the exercise price and the closing sales
price for the Common Stock on December 29, 1995, of $7.625 as reported
by NASDAQ. Dollar amounts have been rounded to the nearest dollar.
EMPLOYMENT CONTRACTS, CHANGE-IN-CONTROL ARRANGEMENTS AND TERMINATION OF
EMPLOYMENT AGREEMENTS
On March 1, 1991, the Company entered into an employment agreement with Mr.
Dinstein to replace his previous employment agreement dated October 1, 1990.
The agreement provides that during the term of the agreement, Mr. Dinstein's
minimum gross annual salary will be $100,000. The term of the agreement
renews automatically on the anniversary date of the agreement in one-year
increments, unless it is terminated in accordance with the agreement.
On December 16, 1993, the Company entered into a three-year employment
agreement with Mr. Morris pursuant to which he agreed to serve as the President
of the Company's Dedicated Services and Contract Logistics Group for a minimum
gross annual salary of $190,000. Although the period of employment under the
agreement commenced on December 16, 1993, the specified term of employment
under the agreement is three contract years beginning January 1, 1994. The
agreement provides that Mr. Morris is eligible to receive incentive bonuses
during the term of the agreement. This agreement also contains a change of
control provision, which provides that if a change of control occurs, as
defined in the agreement, and certain other conditions are met, Mr. Morris may
terminate the agreement and receive as liquidated damages in a lump sum payment
the full economic value of the salary and other benefits
13
<PAGE> 17
then currently being paid and provided to him pursuant to the agreement until
the end of its term. If Mr. Morris terminates the agreement upon a change of
control, the agreement provides that his incentive compensation award will be
prorated utilizing a proration method to be negotiated in good faith between
Mr. Morris and the Company. In addition, upon a change of control, all rights
of Mr. Morris pursuant to options granted under the Stock Option Plan or
otherwise shall be deemed to have vested and shall be released from all
conditions and restrictions imposed by the Company and all options granted
shall become immediately exercisable. This agreement also contains certain
restrictions on Mr. Morris' ability to compete with the Company following
termination of his employment and certain other standard provisions. An
amendment to this agreement is currently being considered to reflect Mr.
Morris' reappointment as President and Chief Operating Officer.
COMPENSATION COMMITTEE REPORT
As noted elsewhere in this Proxy Statement, the Stock Option and Executive
Compensation Committee makes recommendations to the Board concerning which of
the Company's employees are eligible to participate in and receive grants under
the Company's Stock Option Plan; and makes decisions and determinations with
respect to the compensation arrangements for those members of the Company's
senior management who also are members of the Company's Compensation and
Nominating Committee. The Compensation and Nominating Committee is responsible
for recommending to the Board the compensation arrangements for the Company's
senior management other than any members of the Company's senior management who
are members of the Compensation and Nominating Committee. Under rules
established by the Securities and Exchange Commission, the Company is required
to provide a report of the committees of the Board responsible for compensation
recommendations that sets forth both the committees' compensation policies
applicable to the Company's executive officers and the committees' bases for
the chief executive officer's compensation for the last fiscal year.
Compensation Policies Applicable to Executive Officers. Generally, in
establishing levels of compensation for executive officers, the committees
consider all factors they deem appropriate, which may include, among others:
- conditions in the motor carrier industry and the business
community, generally, that influence the Company's ability to
attract and retain executives with the talent and experience to
maintain the Company's position of industry leadership and to
optimize stockholder returns;
- the Company's recent operating results compared to prior
operating results;
- general economic conditions that may influence operating results;
- achievement of specific business initiatives;
- experience and special expertise; and
- alignment of the interests of executive officers with those of
stockholders through award opportunities that can result in
ownership of common stock.
The above factors, however, are only generally considered and all compensation
decisions during 1995, except for the bonus paid to Mr. Morris, including those
relating to salary, other bonuses and stock options were subjectively
determined.
14
<PAGE> 18
The Company currently has employment agreements with Messrs. Dinstein and
Morris (see, "Employment Contracts, Change-in-Control Arrangements and
Termination of Employment Agreements"). These employment agreements contain
the general terms of each officer's employment and establish the minimum
compensation that such officers are entitled to receive, but do not prohibit,
limit or restrict these officers' ability to receive additional compensation
from the Company, whether in the form of base salary, bonus, stock options or
otherwise.
At present, the executive compensation program comprises salary, certain
bonus opportunities, longterm incentives in the form of stock options and
participation in Company-wide benefit programs. The higher that one rises in
the corporate hierarchy, the more the mix of compensation shifts towards
reliance on stock-based awards. In determining 1995's compensation package,
generally, the committees took into account the Company's performance over the
past several years.
Bases for the Compensation of Mr. Dinstein. No objective criteria were used
to establish the compensation of Mr. Dinstein, but rather his base salary and
bonus were all subjectively determined. However, in addition to all the
criteria listed above, the determination of Mr. Dinstein's salary and bonus for
1995 took into account that he is the person who has been primarily responsible
for directing the implementation of the Company's reorganization and
restructuring that was initiated in 1990, and that led to the Company's
turnaround, and the increased management role he has assumed with respect to
the Company, particularly following his election as Chief Executive Officer in
August 1993. While the Company's results of operations for 1995 were not as
good as had been hoped for, the Committee believes that the 1995 environment
was difficult for most truckload carriers and that Builders managed to hold its
own in that difficult environment. The increase in Mr. Dinstein's salary was
subjectively determined and was based primarily on his increased management
role. The bonus paid to Mr. Dinstein was also determined subjectively based on
his increased management role and his leadership in connection with the
turnaround of the Company.
Section 162(m) of the Internal Revenue Code. Section 162(m) of the Internal
Revenue Code limits, with certain exceptions, the Company's corporate tax
deduction for compensation paid to certain officers of the Company to no more
than $ 1,000,000 per executive per year. The Company's Stock Option Plan is
structured to comply with one of the exceptions contained in Section 162(m).
<TABLE>
<CAPTION>
Stock Option and
Executive Compensation Committee Compensation and Nominating Committee
-------------------------------- -------------------------------------
<S> <C>
Arthur C. Baxter David C. Walentas
Frederick S. Morton Stanford M. Dinstein
</TABLE>
PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total
stockholder returns (assuming reinvestment of dividends, if any) for the
Company, the NASDAQ Market (U.S.) and NASDAQ Trucking and Transportation
Stocks. The NASDAQ Trucking and Transportation Stocks Index is made available
by NASDAQ in conjunction with the Center for Research in Securities Prices at
the University of Chicago. The issuers included in the NASDAQ Trucking and
Transportation Stocks Index are United States and foreign companies whose stock
is traded on NASDAQ and who have Standard Industrial Classification codes
beginning with 37, 42, 44, 45 and 47. Upon receipt of a written request mailed
to the Company's Chief Executive Officer postage prepaid at the Company's
corporate headquarters, the Company will undertake to make accessible the
identity of those companies making up the index in a
15
<PAGE> 19
prompt manner. In preparing the graph it was assumed that $100 was invested at
the market close price on December 31, 1990, as reported by NASDAQ.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Builders 100.00 160.61 193.94 381.82 263.64 184.85
NASDAQ Trucking & 100.00 145.37 177.90 216.13 196.16 223.11
Transportation Stock
NASDAQ (US) 100.00 160.56 186.87 214.51 209.69 296.30
</TABLE>
COMPENSATION OF DIRECTORS
The Company pays to each of its directors who is not otherwise an employee of
the Company an annual fee of $10,000 payable quarterly. In addition, members
of the Audit Committee receive an annual fee of $3,000 payable quarterly.
Directors who are not otherwise employees are reimbursed for out-of-pocket
expenses related to their duties as directors of the Company. Messrs. Baxter
and Morton currently hold options to purchase 14,000 shares, and Mr. Mapes
currently holds an option to purchase 10,000 shares, of the Company's Common
Stock pursuant to the Non-Employee Directors' Stock Option Plan, which provides
to each of the Company's non-employee directors a grant of an option to
purchase 10,000 shares of the Company's Common Stock upon their election as a
director at the stock's then current fair market value and an additional grant
of an option to purchase 2,000 shares of the Company's Common Stock at the
stock's then current fair market value every two years that they remain on the
Board. (See discussion of Proposal Two.)
COMPLIANCE WITH BENEFICIAL OWNERSHIP REPORTING RULES
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and certain officers and persons who own more than 10% of a
registered class of the Company's equity securities to file within certain
specified time periods reports of ownership and changes in ownership with the
SEC. Such officers, directors and shareholders are required by SEC regulations
to furnish the Company with copies of all such reports that they file. Based
solely on a review of copies of reports filed with the SEC since January 1,
1995, and written representations by certain officers and directors, all
persons subject to the reporting requirements of Section 16(a) filed the
required reports on a timely basis during 1995.
16
<PAGE> 20
PROPOSAL NUMBER TWO
APPROVAL OF THE AMENDED AND RESTATED
BUILDERS TRANSPORT, INCORPORATED
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
INTRODUCTION
The Company is seeking stockholder approval of the Amended and Restated
Builders Transport, Incorporated Non-Employee Director's Stock Option Plan (the
"Plan").
The purpose of the Plan is to advance the interests of the Company and its
stockholders by providing to members of the Company's Board of Directors who
are not employees of the Company or any of its subsidiaries with additional
incentives to promote the success of the Company, and to encourage them to
remain on the Board. The Executive Committee of the Board regards the Plan as
modest in magnitude and unanimously recommends its approval.
DESCRIPTION OF THE PLAN
The following is a summary of the Plan and is qualified in its entirety by
reference to the copy of the Plan set forth as Exhibit A to this Proxy
Statement.
Common Stock Subject to the Plan. There have been reserved for use upon the
exercise of Options to be granted from time to time under the Plan an aggregate
of 100,000 shares of the Company's Common Stock.
Terms of the Plan. Options may be granted under the Plan as long as the total
number of shares optioned or purchased under the Plan does not exceed 100,000
shares of the Common Stock. The Plan may be abandoned or terminated at any
time by the Company's Board of Directors except that no termination of the Plan
shall materially and adversely affect any of the rights or obligations of any
person, without his or her consent, under any Option theretofore granted under
the Plan. No Option shall be granted pursuant to the Plan after ten years from
the effective date of the Plan. The effective date of the Plan was November
13, 1992. The Plan is not qualified under Section 401(a) of the Internal
Revenue Code (the "Code"). In addition, the Plan generally is not subject to
the Employee Retirement Income Security Act of 1974.
Participation. Each member of the Board who is not an employee of the Company
or any of its subsidiaries may receive Options under the Plan.
Administration of the Plan. The Plan is administered by the Executive
Committee of the Board so long as its membership includes a majority of
Directors who are also employees of the Company and not eligible to participate
in the Plan. In the absence of such a Committee, the Plan shall be
administered by the Board or another committee appointed by it for the purpose
of administering the Plan.
17
<PAGE> 21
Terms of Options. All Options are non-qualified. Each Option is evidenced
by an agreement and is subject to the following terms and conditions:
The Option exercise price shall be the fair market value of the Common Stock
on the date the Option is granted. Each Non-Employee Director on the date of
adoption of the Plan received an Option for 10,000 Shares. Any Non-Employee
Director initially elected to the Board subsequent to the adoption of the Plan
shall receive an Option for 10,000 shares upon his election to the Board to the
extent that there are shares available under the Plan. Beginning in 1994 and
continuing in each even numbered year thereafter, during the life of the Plan,
each non-employee director then serving shall receive an option for 2,000
shares. All Options have a term not to exceed ten years and shall become
cumulatively exercisable as to 25 percent of the shares covered thereby on each
of the first, second, third, and fourth anniversaries of the date of grant.
Except with respect to death, total disability or a Change of Control (as
hereinafter defined), any unexercised Options held by a participant lapse and
become void at the time a participant ceases to be a Non-Employee Director.
Effect of Death, Disability or a Change in Control. If any participant dies
or become totally disabled while holding an Option that has not been fully
exercised, he or his estate may, at any time within three months after the date
of such death or total disability (but in no event after the Option has
expired), exercise the Option with respect to all shares subject to the Option,
which shall become exercisable in full upon the date of death or total
disability.
Notwithstanding any other contrary provision of the Plan, any outstanding
Option which has not by its terms expired shall become exercisable in full in
the event of a Change in Control. A Change in Control shall mean (i) the
acquisition (directly or indirectly) by any individual or entity (other than an
individual who was a member of the Board at the date of grant of such Option,
or an entity controlled by such an individual) of beneficial ownership of at
least 20% of the Company's Common Stock then outstanding or (ii) that the
individuals who constitute the Board at the date of grant of such option, or
individuals elected by more than two-thirds of such directors to replace any of
such directors, no longer constitute a majority of the Board.
Amendment of Plan. The Plan may be amended at any time and from time to
time by the Board as the Board shall deem advisable. The Plan, however, shall
not be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income Security
Act or the rules or regulations thereunder. No amendment of the Plan (other
than one that is legally mandated) shall materially and adversely affect any
right of any participant with respect to any Option theretofore granted without
such participant's written consent.
Federal Tax Consequences of Options and Restricted Stock. Under current
federal income tax laws, options granted under the Plan will generally have the
following consequences. The holder of a Nonqualified Stock Option under the
Plan recognizes no income for federal income tax purposes upon the grant of
such Non-qualified Stock Option, and the Company, therefore, receives no
deduction at such time. At the time of exercise, however, the holder generally
will recognize income, taxable as ordinary income, to the extent that the fair
market value of the shares received on the exercise date exceeds the exercise
price. The Company will be entitled to a corresponding deduction for federal
income tax purposes in the year in which the Non-qualified Stock Option is
exercised.
18
<PAGE> 22
The following table outlines the options granted to date to the Company's
current non-employee directors and as a group. No other options are
outstanding under the Plan.
<TABLE>
<CAPTION>
Name of Individual Number of Options
------------------ -----------------
<S> <C>
Arthur C. Baxter 14,000
Pierson G. Mapes 10,000
Frederick S. Morton 14,000
Jack Weprin(3) 12,000
All non-employee directors as a group 50,000
</TABLE>
REQUIRED VOTE; RECOMMENDATION
The affirmative vote of the majority of the shares present in person or
represented by proxy at the meeting and entitled to vote is required for the
approval of the Plan. With respect to this proposal, abstentions will have the
effect of a "no" vote and broker non-votes will have no effect on the vote.
MANAGEMENT RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE
THE PLAN.
PROPOSAL NUMBER THREE
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
Subject to ratification by the stockholders, the Company's Board of
Directors has reappointed Ernst & Young LLP as independent auditors to audit
the financial statements of the Company for the current fiscal year.
Representatives of the firm of Ernst & Young LLP are expected to be present
at the Annual Meeting and will have an opportunity to make a statement if they
so desire and will be available to respond to appropriate questions.
THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND THAT THE
STOCKHOLDERS VOTE "FOR" SUCH RATIFICATION.
- --------------
(3) Deceased.
19
<PAGE> 23
STOCKHOLDER PROPOSALS FOR
NEXT ANNUAL MEETING OF STOCKHOLDERS
Stockholders' proposals intended to be presented at the 1997 Annual Meeting
of Stockholders must be received by the Company no later than January 2, 1997,
to be considered for inclusion in the Company's Proxy Statement and form of
proxy for that meeting.
By Order of the Board of Directors,
ROBERT E. LEE GARNER, Secretary
Camden, South Carolina
May 2, 1996
20
<PAGE> 24
EXHIBIT A
AMENDED AND RESTATED
BUILDERS TRANSPORT, INCORPORATED
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
DATED
MARCH 15, 1994
PREAMBLE
The Board of Directors (the "Board") of Builders Transport, Incorporated
(the "Company") adopted the Builders Transport, Incorporated Non-Employee
Directors' Stock Option Plan (the "Plan") on November 13, 1992.
The Board amended the Plan as set forth in a Unanimous Written Consent dated
March 15, 1994, on file in the Company's minute book.
The Plan is hereby restated to incorporate and give effect to said
amendment as follows:
PLAN
1. PURPOSE. The purpose of the Builders Transport, Incorporated
Non-Employee Directors' Stock Option Plan (the "Plan") is to advance the
interests of Builders Transport, Incorporated (the "Company"), a Delaware
corporation, and its stockholders by providing members of the Company's Board
of Directors (the "Board") who are not employees of the Company or any of its
subsidiaries with additional incentives to promote the success of the Company,
to increase their proprietary interest in the success of the Company, and to
encourage them to remain on its Board.
2. ADMINISTRATION.
The Plan shall be administered by the Executive Committee of the Board so
long as its membership includes a majority of Directors who are also employees
of the Company and not eligible to participate in the Plan. In the absence of
such a Committee, the Plan shall be administered by the Board or another
committee appointed by it for the purpose of administering the Plan (the
Executive Committee or Board or other committee as the case may be in such
administrative capacity are hereinafter referred to as the "Administrator").
The Administrator shall have all the powers vested in it by the terms of the
Plan, which include the authority (within the limitations described herein) to
prescribe the form of the agreements embodying the awards of the non-qualified
stock options (the "Options"). The Administrator, subject to the provisions of
the Plan, shall grant Options under the Plan and shall have the power to
construe the Plan, to determine all questions arising hereunder, and to adopt
and amend such rules and regulations for the administration of the Plan as it
may deem desirable. Any decision of the Administrator in the administration of
the Plan, as described herein, shall be final and conclusive. The
Administrator may act only by a majority of its members in office, except that
the members of the Administrator may authorize any one or more of their number
or the Secretary or any other executive officer of the Company to execute and
deliver documents on behalf of the Administrator.
3. PARTICIPATION. Each member of the Board of the Company who is not
an employee of the Company or any of its subsidiaries (a "Non-Employee
Director") shall receive Options in accordance with
A - 1
<PAGE> 25
Paragraph 5 below. As used herein, the term "subsidiary" means any corporation
at least 40% of whose outstanding voting stock is owned, directly or
indirectly, by the Company.
4. AWARDS UNDER THE PLAN.
(a) Type of Awards. Awards under the Plan shall include only
Options, which are rights to purchase shares of the common stock of the
Company having a par value of $.01 per share (the "Shares"). All Options
are subject to the terms, conditions, and restrictions specified in this
Plan.
(b) Maximum Number of Shares That May be Issued. No more than
100,000 Shares, subject to adjustment as provided in Paragraph 6 below,
may be issued under the Plan pursuant to the exercise of Options.
(c) Rights with Respect to Shares. A Non-Employee Director to
whom an Option is granted (and any person succeeding to such a
Non-Employee Director's rights pursuant to the Plan) shall have no rights
as a shareholder with respect to any Shares issuable pursuant to any such
Option until the date of the issuance of a stock certificate to him for
such Shares. Except as provided in Paragraph 6 below, no adjustment shall
be made for dividends, distributions, or other rights (whether ordinary or
extraordinary, and whether in cash, securities, or other property) for
which the record date is prior to the date such stock certificate is
issued.
5. NON-QUALIFIED STOCK OPTIONS. All Options shall be non-qualified.
Each Option shall be evidenced by an agreement in such form as the Board shall
prescribe from time to time in accordance with the Plan and shall be subject to
the following terms and conditions:
(a) The Option exercise price shall be the fair market value of
the Shares subject to such Option on the date the Option is granted. The
fair market value per Share shall be the average of the highest and lowest
sales price of the Common Stock on the NASDAQ quotation system on the date
of the grant of the Option, or, if there are no sales on such date, on the
most recent date upon which such stock was traded.
(b) Each Non-Employee Director on the date of adoption of the Plan
shall receive an Option for 10,000 Shares. Any Non-Employee Director
initially elected to the Board subsequent to the adoption of the Plan
shall receive an Option for 10,000 Shares upon his election to the Board.
Beginning March 29, 1994, and on March 29 of each even numbered year
thereafter during the life of this Plan, each Non-Employee Director then
serving, shall receive an Option for 2,000 Shares. Such Options shall be
subject to the terms, conditions and restrictions specified in this Plan.
(c) An Option shall not be transferable by the optionee other than
by will or the laws of descent and distribution, or pursuant to a
qualified domestic relations order as defined by the Internal Revenue Code
of 1986, as amended, or Title I of the Employee Retirement Income Security
Act of 1974, as amended.
(d) Subject to Paragraph 7 with respect to death or total
disability, all Options shall have a term not to exceed ten (10) years and
shall become cumulatively exercisable as to 25 percent of the shares
covered thereby on each of the first, second, third, and fourth
anniversaries of the date of grant, so that on and after the fourth
anniversary the Option shall be exercisable (to the extent not theretofore
exercised) as to all of the Shares covered thereby. If an Option becomes
exercisable on
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<PAGE> 26
any such anniversary as to other than a whole number of Shares, such
number shall be rounded down to the nearest whole number.
(e) An Option shall not be exercisable unless payment in full is
made for the Shares being acquired thereunder at the time of exercise,
such payment to be made in United States Dollars by cash or check. It is
expressly acknowledged, however, that to the extent permitted by Section
16 of the Securities Exchange Act of 1934 ("Section 16") "Cashless"
exercises are permitted under this Plan.
(f) Subject to Paragraph 7 with respect to death or total
disability and Subparagraph 5(g) with respect to a Change of Control (as
hereinafter defined), any unexercised Options held by a participant lapse
and become void at the time a participant ceases to be a Non-Employee
Director.
(g) Notwithstanding any other contrary provision of this Plan, any
outstanding Option which has not by its terms expired shall become
exercisable in full in the event of a Change in Control. For purposes of
this paragraph (g), a Change in Control shall mean (i) the acquisition
(directly or indirectly) by any individual or entity (other than an
individual who was a member of the Board at the date of grant of such
Option, or an entity controlled by such an individual) of beneficial
ownership of at least 20% of the Company's Common Stock then outstanding
or (ii) that the individuals who constitute the Board at the date of grant
of such option, or individuals elected by more than two-thirds of such
directors to replace any of such directors, no longer constitute a
majority of the Board.
6. CAPITAL ADJUSTMENTS. The number and price of Shares covered by
each Option and the total number of Shares that may be optioned and sold under
the Plan shall be proportionately adjusted to reflect any stock dividend, stock
split, or share combination of the common stock or any recapitalization of the
Company. In the event of any merger, consolidation, reorganization,
liquidation, or dissolution of the Company, or any exchange of Shares involving
the common stock, any Option granted under the Plan shall automatically be
deemed to pertain to the securities and other property to which a holder of the
number of Shares covered by the Option would have been entitled to receive in
connection with any such event. The Administrator shall have the sole
discretion to make all interpretations and determinations required under this
paragraph to the extent it deems equitable and appropriate.
The Company, during the term of the Options granted hereunder, shall at
all times reserve and keep available, and will seek to obtain from any
regulatory body having jurisdiction, any requisite authority in order to issue
and sell such number of Shares of common stock as shall be sufficient to
satisfy the requirements of the Options granted under the Plan. If, in the
opinion of its counsel, the issuance or sale of any Shares of its stock
hereunder shall not be lawful for any reason, including the inability of the
Company to obtain from any regulatory body having jurisdiction authority deemed
by such counsel to be necessary to such issuance or sale, the Company shall not
be obligated to issue or sell any such Shares.
7. DEATH OR TOTAL DISABILITY. If any person to whom an Option has
been granted shall die or become totally disabled while holding an Option that
has not been fully exercised, his executors, administrators, heirs, personal
representatives, or distributees, as the case may be, may, at any time within
three months after the date of such death or total disability (but in no event
after the Option has expired under the provisions of Subparagraph 5(d) above),
exercise the Option with respect to all Shares subject to the Option, which
shall become exercisable in full upon the date of such participant's death or
total disability.
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<PAGE> 27
8. INDEMNIFICATION. Each person who is or shall have been a member of
the Board shall be indemnified and held harmless by the Company against and from
any and all loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him in connection with or resulting from any claim,
action, suit, or proceeding to which he may be or become involved by reason of
any action taken or failure to act under the Plan and against and from any and
all amounts paid by him in settlement thereof (with the Company's written
approval) or paid by him in satisfaction of a judgment in any such action,
suit, or proceeding, except a judgment in favor of the Company based upon a
finding of his lack of good faith; subject, however, to the condition that upon
the institution of any claim, action, suit, or proceeding against him, he shall
in writing give the Company an opportunity, at its expense, to handle and
defend the same before he undertakes to handle and defend it on such person's
own behalf. The foregoing right of indemnification shall not be exclusive of
any other right to which such person may be entitled as a matter of law or
otherwise, or any power that the Company may have to indemnify him or hold him
harmless. Each member of the Board and each officer and employee of the
Company shall be fully justified in relying or acting in good faith upon any
information furnished in connection with the administration of the Plan by any
appropriate person or persons other than himself. In no event shall any person
who is or shall have been a member of the Board or an officer or employee of
the Company be held liable for any determination made or other action taken or
any omission to act in reliance upon any such information as referred to in the
preceding sentence, or for any action (including the furnishing of information)
taken or any omission to act, when any such determination, action, or omission
is made in good faith.
9. MISCELLANEOUS PROVISIONS.
(a) No Non-Employee Director or other person shall have any claim
or right to be granted an Option under the Plan. Neither the Plan nor any
action taken hereunder shall be construed as giving a Non-Employee
Director any right to be retained in the service of the Company.
(b) A participant's rights and interests under the Plan may not be
assigned or transferred in whole or in part either directly or by
operation of law or otherwise (except in the event of a participant's
death, by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order), including, but not by way of
limitation, execution, levy, garnishment, attachment, pledge, bankruptcy,
or in any other manner, and no such right or interest of any participant
in the Plan shall be subject to any obligation or liability of such
participant.
(c) No Shares shall be issued hereunder unless counsel for the
Company shall be satisfied that such issuance will be in compliance with
applicable federal, state, and other securities laws.
(d) The Shares issued hereunder may not be sold except in full
compliance with Section 16 and all other applicable federal, state and
other securities laws. In particular, but without limiting the foregoing,
no Shares received pursuant to an exercise of an Option may be sold within
6 months of a purchase that is subject to the liability provisions of
Section 16.
(e) It shall be a condition to the obligation of the Company to
issue Shares upon exercise of an Option that the participant (or any
beneficiary or person entitled to act under paragraph 7 above) pay to the
Company, upon its demand, such amount as may be requested by the Company
for the purpose of satisfying any liability to withhold federal, state,
local, or foreign income or other taxes. If the amount requested is not
paid, the Company may refuse to issue Shares.
(f) The expenses of administration of the Plan shall be borne by
the Company.
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<PAGE> 28
(g) The Plan shall be unfunded. The Company shall not be required
to establish any special or separate fund or to make any other segregation
of assets to ensure the issuance of Shares upon exercise of any Option
under the Plan and issuance of Shares upon exercise of Options shall be
subordinate to the claims of the Company's general creditors.
(h) By accepting any Option or other benefit under the Plan, each
participant and each person claiming under or through him shall be
conclusively deemed to have indicated his acceptance and ratification of,
and consent to, any action taken under the Plan by the Company or the
Administrator.
(i) The appropriate officers of the Company shall cause to be
filed any reports, returns, or other information regarding Options
hereunder or any Shares issued pursuant hereto as may be required by the
Securities Exchange Act of 1934, as amended, the Securities Act of 1933,
as amended, or any other applicable statute, rule, or regulation
(excluding reports pursuant to Section 16, which shall be the sole
responsibility of a Non-Employee Director who receives or exercises an
Option).
10. AMENDMENT. The Plan may be amended at any time and from time to
time by the Board as the Board shall deem advisable. The Plan, however, shall
not be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income Security
Act or the rules thereunder. No amendment of the Plan shall materially and
adversely affect any right of any participant with respect to any Option
theretofore granted without such participant's written consent.
11. TERMINATION. This Plan shall terminate upon the earlier of the
following dates or events to occur:
(a) upon the adoption of a resolution of the Board terminating the
Plan; or
(b) ten years from the date the Plan is initially approved and
adopted by the Board.
No termination of the Plan shall materially and adversely affect any of the
rights or obligations of any person, without his or her consent, under any
Option theretofore granted under the Plan.
BY ORDER OF THE BOARD OF
DIRECTORS OF BUILDERS TRANSPORT,
INCORPORATED
Robert E. Lee Garner
Secretary
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<PAGE> 29
E D G A R O N L Y
P R O X Y BUILDERS TRANSPORT, INCORPORATED APPENDIX B
ANNUAL MEETING
JUNE 4, 1996
I, the undersigned stockholder of Builders Transport, Incorporated, (the
"Company") Camden, South Carolina, hereby nominate, constitute and appoint David
C. Walentas, Stanford M. Dinstein and John R. Morris or any one or more of them
my true and lawful attorney(s) with full power of substitution for me and in my
name, place and stead, to vote all of the common stock par value $.01 per share
of the Company, standing in my name on its books on April 29, 1996, at the
meeting of its stockholders to be held at the Holiday Inn in Lugoff, South
Carolina, on Tuesday, June 4, 1996, at 10:00 a.m. Eastern time or any
adjournment thereof. The above proxies are hereby instructed to vote as shown on
the reverse side of this card.
<TABLE>
<S> <C>
Election of Directors, Nominees: (change of address)
Arthur C. Baxter, Stanford M. Dinstein, --------------------------------------------
Pierson G. Mapes, John R. Morris, --------------------------------------------
Frederick S. Morton, David C. Walentas --------------------------------------------
--------------------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
</TABLE>
SEE REVERSE SIDE
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FOLD AND DETACH HERE
/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE. SHARES IN YOUR NAME
1. Election of Directors (see reverse) / / FOR / / WITHHELD
For, except vote withheld from the following nominee(s):
2. Approval of the Amended and Restated Builders Transport, Incorporated
Non-Employee Directors' Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN
3. Ratification of Appointment of Ernst & Young.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
/ / Change of Address
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2 AND 3.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
SIGNATURE(S) DATE , 1996
SIGNATURE(S) DATE , 1996
THIS PROXY MUST BE DATED AND SIGNED EXACTLY AS SHOWN HEREON. 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 THE FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
