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
[ ] Soliciting Material Pursuant to Section 240.14a-11 (c) or
Section 240.14a-12
OMI CORP.
(Name of Registrant as Specified In Its Charter)
OMI CORP.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11 (c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2)
[ ] $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-56(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:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] 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 of Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
OMI CORP.
90 Park Avenue
New York, NY 10016
April 22, 1994
Dear Stockholder:
You are cordially invited to attend the 1994 annual meeting of
OMI Corp. stockholders to be held at The New York Helmsley Hotel,
Knickerbocker Suite, Salon D, third floor, 212 East 42nd Street,
New York, New York, on Tuesday, May 24, 1994, at 9:15 in the
morning.
Matters to be considered and acted upon by our stockholders
include the election of directors and ratification of the
appointment of OMI Corp.'s certified public accountants. These
matters and the procedures for voting your shares are discussed in
the accompanying Notice of Annual Meeting and Proxy Statement.
The vote of every stockholder is important regardless of the
number of shares owned. Accordingly, your prompt cooperation in
signing, dating and mailing the enclosed proxy will be appreciated.
Sincerely,
/s/ Jack Goldstein
JACK GOLDSTEIN
President and
Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF OMI CORP.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
of OMI Corp. will be held in the Knickerbocker Suite, Salon D,
third floor of The New York Helmsley Hotel, 212 East 42nd Street,
New York, New York, on Tuesday, May 24, 1994, at 9:15 a.m. (Eastern
Daylight Saving Time), for the following purposes:
(1) To elect three directors (Class II) for a three-year term,
each to hold office until his successor shall be duly
elected and qualified;
(2) To ratify the appointment of Deloitte & Touche as auditors
of OMI Corp. and various subsidiaries for the year ending
December 31, 1994; and
(3) To consider and act on such other business as may properly
come before the meeting.
The Board of Directors has fixed the close of business on
April 5, 1994 as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting.
A complete list of the stockholders entitled to vote at the
meeting will be located at the offices of OMI Corp., 90 Park
Avenue, New York, New York, at least 10 days prior to the meeting.
By Order of the Board of Directors
/s/ Anya Starosolska
ANYA STAROSOLSKA
Secretary
New York, NY
April 22, 1994
IMPORTANT
PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT AT YOUR
EARLIEST CONVENIENCE IN THE ENCLOSED STAMPED, ADDRESSED ENVELOPE SO
THAT IF YOU ARE UNABLE TO ATTEND THE MEETING YOUR SHARES MAY
NEVERTHELESS BE VOTED.
<PAGE>
PROXY STATEMENT
The following statement is submitted to stockholders in
connection with the solicitation of proxies for the Annual Meeting
of Stockholders of OMI Corp. ("OMI" or the "Company") to be held
May 24, 1994. OMI's corporate headquarters is located at 90 Park
Avenue, New York, New York 10016, but the Annual Meeting will be
held in the Knickerbocker Suite, Salon D, third floor of The New
York Helmsley Hotel, 212 East 42nd Street, New York, New York. A
proxy for this meeting is enclosed.
The purposes of the meeting are (1) to elect three directors
for a three-year term, each to hold office until his successor
shall be duly elected and qualified; (2) to ratify the appointment
of Deloitte & Touche as auditors of OMI and various subsidiaries
for the current year; and (3) to consider and act on such other
business as may properly come before the meeting.
The solicitation of the proxy enclosed with this Proxy Statement
is made by and on behalf of the Board of Directors of OMI. The cost
of this solicitation will be paid by OMI. Such costs include
preparation, printing and mailing of the Notice of Annual Meeting,
form of proxy and Proxy Statement, which are enclosed. The
solicitation will be conducted principally by mail, although
directors, officers, and employees of OMI and its subsidiaries (at no
additional compensation) may solicit proxies personally or by
telephone and telegram. Arrangements will be made with brokerage
houses and other custodians, nominees and fiduciaries for proxy
material to be sent to their principals and OMI will reimburse such
persons for their expenses in so doing. OMI is also retaining D.F.
King & Co., Inc. to solicit proxies and will pay D.F. King & Co.,
Inc. a fee of $6,500.
The shares represented by all valid proxies in the enclosed form
will be voted if received in time for the meeting and voted in
accordance with the specifications, if any, made on the proxy. If no
specification is made, the proxies will be voted FOR the management
slate of directors and FOR the ratification of the appointment of
Deloitte & Touche as auditors. A proxy is revocable at any time prior
to being voted by giving written notice to the Secretary of OMI or by
attending the meeting and voting in person.
VOTING SECURITIES
As of April 5, 1994, the record date for the meeting, OMI had
outstanding 30,682,306 shares of common stock, par value $.50 per
share (the "Common Stock"). Each share of Common Stock is entitled
to one vote per share on all matters to come before the meeting,
including the election of directors. The election for each nominee
for director requires the affirmative vote of the holders of a
majority of the shares of Common Stock cast in the election of
directors. Broker non-votes will not be treated as votes cast with
respect to any matter presented at the Annual Meeting and abstentions
will be treated as negative votes on all matters other than election
of directors.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The following table sets forth, as of March 31, 1994, certain
information with respect to (i) each person known to OMI to
be the beneficial owner of more than five percent (5%) of OMI's
Common Stock, which is the only class of outstanding voting
securities, (ii) each director, (iii) each of certain executive
officers and (iv) all directors and all executive officers as a
group:
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership<F1> of Class
Chemical Bank Trust Company 2,485,152 8.10%
as trustee for the OMI Corp.
Employee Stock Ownership Plan
450 West 33rd Street
New York, NY 10001
Franklin Resources, Inc. 2,766,700 9.02%
777 Mariners Island Blvd.
P.O. Box 777
San Mateo, CA 94403
Lindner Fund, Inc. 2,092,100 6.82%
7711 Carondelet Ave, Suite 700
P.O. Box 16900
(Clayton) St Louis, MO 63105
Prudential Insurance Company 2,449,539 7.98%
of America
751 Broad Street
Newark, NJ 07102
Jack Goldstein 472,608<F2> 1.54%
Chaim Barash 182,226 <F7>
Vincent J. de Sostoa 117,585<F3> <F7>
Fredric S. London 125,251 <F7>
George W. Vlandis 140,309 <F7>
Livio Borghese 93,500 <F7>
Constantine G. Caras 5,000<F4> <F7>
Steven D. Jellinek 1,000<F5> <F7>
<PAGE>
Michael Klebanoff 266,446 <F7>
Emanuel L. Rouvelas 18,000<F6> <F7>
Franklin W.L. Tsao 100 <F7>
All directors and executive 1,892,363 6.17%
officers as a group (20 persons).
[FN]
<F1> Includes all shares with respect to which each person, executive
officer or director directly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares the power
to vote or to direct voting of such shares or to dispose or to
direct the disposition of such shares. With respect to executive
officers, includes shares that may be purchased under currently
exercisable stock options granted pursuant to the OMI Incentive
Stock Option Plan, OMI Non-Qualified Stock Option Plan, the 1990
Equity Incentive Plan and board resolution. Includes restricted stock
granted under the 1990 Equity Incentive Plan and board resolution and
shares that have been allocated under the OMI Corp. Employee Stock
Ownership Plan.
<F2> Includes 11,100 shares owned jointly with Mr. Goldstein's spouse.
<F3> Includes 5,200 shares owned jointly with Mr. de Sostoa's spouse.
<F4> Jointly owned with Mr. Caras' spouse.
<F5> Jointly owned with Mr. Jellinek's spouse.
<F6> Jointly owned with Mr. Rouvelas' spouse.
<F7> Represents holdings of less than one percent.
<PAGE>
ELECTION OF DIRECTORS
Pursuant to OMI's Restated Certificate of Incorporation, as
amended, and By-Laws, the Board of Directors of OMI is divided into
three classes as set forth in the following table. Each Class
consists of three directors. The directors in each class hold office
for staggered terms of three years. The three Class II directors,
Messrs. Constantine G. Caras, Michael Klebanoff and Franklin W. L.
Tsao whose present terms expire in 1994, are being proposed for
reelection for new three year terms (expiring in 1997) at this Annual
Meeting.
All nominees in Class II are willing to serve as directors, but
if any nominee becomes unable to serve prior to the Annual Meeting,
the persons named as Proxies have discretionary authority to vote for
a substitute nominee named by Management, or Management may reduce
the number of directors to be determined and elected.
The Board of Directors recommends a vote in favor of the
election of the nominees for directors.
The following table sets forth certain information regarding the
members of and nominees for the Board of Directors:
<PAGE>
<TABLE>
<CAPTION>
Class and
Year in First
Which Term Principal Became a
Name Age Will Expire Occupation Director
NOMINEES FOR ELECTION AT THE 1994 ANNUAL MEETING
<S> <C> <C> <C> <C>
Constantine G. Caras 55 Class II Executive Vice President and 11/16/83
1994 Chief Administrative Officer
of Ogden Corporation
Michael Klebanoff 73 Class II Chairman of the Board of 01/29/69<F1>
1994 OMI Corp.
Franklin W.L. Tsao 60 Class II President, Shipcentral, Limited 01/04/89
1994 and A.L. Burbank & Company, Ltd.
DIRECTORS WHOSE TERMS CONTINUE
Chaim Barash 48 Class III President, 01/24/89
1995 OMI Bulk Management Co.,
a division of OMI Corp.
Jack Goldstein 55 Class III President and Chief Executive 06/11/86
1995 Officer of OMI Corp.
Steven D. Jellinek 54 Class III Chairman of the Board, 09/17/91
1995 Jellinek, Schwartz & Connolly, Inc.
Livio Borghese 55 Class I Chairman, Curtis Industries, Inc. 01/24/89
1996
Emanuel L. Rouvelas 49 Class I Partner, Preston Gates Ellis & Rouvelas01/24/89
1996 Meeds, Washington, DC
George W. Vlandis 65 Class I Consultant 05/15/89
1996
<FN>
<F1> Mr. Klebanoff was a director of OMI during the time that OMI was a wholly-owned subsidiary of Ogden
Corporation and before the distribution of OMI stock to the Ogden Corporation common stockholders.
</TABLE>
<PAGE>
ADDITIONAL INFORMATION RELATING TO THE BOARD OF DIRECTORS
During 1993, there were six Board of Directors' meetings of OMI.
Messrs. Caras, Klebanoff and Tsao, incumbent directors being
nominated for reelection, attended at least five of the 1993 meetings
of the Board. All other directors attended at least 75% of the
meetings of the Board.
The Audit Committee, comprising Messrs. Caras and Jellinek,
recommends to the Board the auditors to be appointed by the Company,
reviews the results of each year's audit, evaluates any
recommendations the auditors may propose with respect to the
Company's internal controls and procedures and oversees the responses
made to any such recommendations. The Compensation Committee,
comprising Messrs. Borghese, Tsao and Rouvelas, reviews and
determines the compensation of the Company's executives. In 1993, the
Audit Committee met twice for the purpose of reviewing audit
procedures and inquiring into financial, legal and other matters, and
the Compensation Committee met once for the purpose of reviewing
overall compensation and employee benefit practices and programs. The
Company does not have a nominating or similar committee.
Mr. Caras was a Vice President of Ogden Corporation until June
1986, at which time he was appointed Executive Vice President and
Chief Administrative Officer of Ogden Allied Services Corporation. In
July 1990, Mr. Caras was appointed Executive Vice President of Ogden
Corporation. Mr. Klebanoff, who was President of the Company from
1969 to 1983, has been the Chairman of the Board of OMI since 1983.
Since 1973, Mr. Tsao has served as President of Shipcentral, Limited,
a shipbrokering and real estate investment firm, and since 1978 as
President of A.L. Burbank & Company, Ltd., shipbrokers.
Mr. Barash was appointed Vice President, Operations of OMI in
January 1986, Senior Vice President, Operations, in January 1987 and
President, OMI Bulk Management Co., in December 1991. Mr. Goldstein
was appointed President and Chief Executive Officer of OMI in April
1986. Prior thereto, Mr. Goldstein was Vice President of Overseas
Shipholding Group, Inc. Since 1984, Mr. Jellinek has been Chairman
of Jellinek, Schwartz & Connolly, Inc., a Washington, D.C. firm
specializing in legislative and regulatory policy, strategic analysis
and research management in the areas of environment, energy and
health. Mr. Borghese is presently Chairman of Curtis Industries,
Inc. From October 1988 to December 1989, Mr. Borghese served as
Chairman, International Investment Banking of Prudential-Bache
Capital Funding and from 1990 to 1992 Mr. Borghese was Chairman of
Borghese Triguboff Investment Corporation. For more than five years
prior thereto, Mr. Borghese was a Senior Managing Director and member
of the Executive Committee of Bear Stearns & Co., Inc. Mr. Rouvelas
has been a Partner in the law firm of Preston Gates Ellis & Rouvelas
Meeds since 1974. Mr. Vlandis was appointed Assistant Vice President
of OMI in 1984 and Vice President, Chartering in 1985. In 1986, Mr.
Vlandis was appointed Senior Vice President/Chartering and in 1992
was also appointed Senior Vice President/Chartering of OMI Bulk
Management Co., a division of OMI, positions he maintained until his
<PAGE>
retirement in February 1994. Mr. Vlandis currently provides
consulting services to OMI pursuant to an agreement with the Company.
Mr. Barash is a director of OMI Petrolink Corp. Mr. Borghese is
a director of United Kingdom Fund, Inc., Curtis Industries, Inc.,
Noel Group, Inc. and Revco D. S., Inc. Mr. Caras is a director of
International Terminal Operating Co., Inc. and Ogden Corporation. Mr.
Goldstein is a director of IMC (Holdings) Ltd., a joint venture
partner of the Company, and OMI Petrolink Corp. Mr. Jellinek is a
director of Lineguard, Inc. Mr. Tsao is a director of Mosaic
Alliance Corporation and Geraldton Navigation Company Incorporated,
affiliates of the Company.
COMPENSATION OF DIRECTORS
Directors who are also officers or employees of the Company do
not receive any fees or remuneration for services as members of the
Board of Directors or of any Committee thereof. Each outside
director in 1993 was compensated $20,000 annually and $750 per board
and committee meeting.
George Vlandis has served as a consultant to the Company since
his retirement in February 1994. The term of his agreement with the
Company will expire on February 28, 1996.
EXECUTIVE COMPENSATION
The Summary Compensation Table shows the compensation for the
past three years of each of the Company's five most highly
compensated executive officers including the Chief Executive Officer
(the "named executive officers").
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
NAME AND OTHER RESTRICTED
PRINCIPAL ANNUAL STOCK OPTIONS/ ALL OTHER
POSITION YEAR SALARY($) BONUS($) COMPENSATION($)<F1> AWARDS($)<F2> SARs(#)<F3> COMPENSATION($)<F4>
<S> <C> <C> <C> <C> <C> <C> <C>
Jack Goldstein 1993 333,144 40,000 0 0 0 30,000
1992 327,600 0 0 0 0 30,000
1991 315,000 189,000 9,600 0 0 30,864
Chaim Barash 1993 229,418 32,000 0 0 7,000 30,522
1992 225,600 0 0 0 0 30,522
1991 180,000 81,000 9,600 101,700 0 30,522
George Vlandis 1993 195,859 15,000 0 0 7,000 32,106
1992 192,600 0 0 0 0 32,106
1991 162,000 63,600 9,600 0 0 32,106
Vincent de Sostoa 1993 191,283 25,000 0 0 7,000 30,522
1992 188,100 0 0 0 0 30,522
1991 156,000 61,800 9,600 0 0 30,522
Fredric London 1993 187,724 25,000 0 0 7,000 30,522
1992 184,600 0 0 0 0 30,522
1991 150,000 56,250 9,600 0 0 30,306
<FN>
<F1> Reflects auto use allowance which has been included as salary in 1992.
<F2> The number and value of aggregate restricted stock holdings of each of the named executive officers on December 31, 1993 was
200,000 and $1,375,000 (Mr. Goldstein); 30,000 and $206,250 (Mr. Barash); 15,000 and $103,125 (Mr. Vlandis); and 12,000 and
$82,500 (Messrs. de Sostoa and London). The value of the restricted stock is determined by multiplying the total shares
awarded by the closing price on the New York Stock Exchange on December 31, 1993 ($6.875). To the extent dividends are
declared on OMI Common Stock, dividends will be paid to these restricted stock holdings.
<F3> Granted under the Company's 1990 Equity Incentive Plan.
<F4> The amount for 1993 includes purchase value of shares allocated to accounts of named executive officers under the Company's
Employee Stock Ownership Plan at a value of $21,626 (Jack Goldstein); $24,055 (Chaim Barash); $25,418 (George Vlandis); $25,111
(Vincent de Sostoa); and $25,183 (Fredric London), and amounts deferred or contributed under the OMI Corp. Savings Plan at a
value of $8,374 (Jack Goldstein); $5,945 (Chaim Barash); $4,582 (George Vlandis); $4,889 (Vincent de Sostoa); and $4,817
(Fredric London) to a combined value of $30,000 for each of the named executive officers. Amounts shown in excess of
$30,000 reflect the cost of group-term life insurance coverage over $50,000.
</TABLE>
<PAGE>
EMPLOYMENT CONTRACTS
The Company has employment agreements with each of the named
executive officers which provide for an annual base salary and
a performance incentive bonus. Each of these agreements also provide
that if the employee (i) is terminated without cause, (ii) voluntarily
terminates his employment within 90 days of a relocation or reduction
in compensation or responsibilities, (iii) dies or (iv) is disabled,
such employee will continue to receive base salary (plus a portion of
his incentive bonus for the year in which termination occurs) and
other benefits until December 31, 1994 or twelve months from the
date of termination, whichever is later. In addition, if any such
employee is terminated without cause (other than for reasons of
disability) within 3 years of a Change of Control (as defined in OMI's
Separation Allowance Program), OMI will pay such employee an amount
equal to 3 times the sum of his then current base salary and his
maximum incentive bonus.
OPTION GRANTS IN 1993.
The following table shows information concerning stock options
granted to the named executive officers during calendar year 1993
under the OMI Corp. 1990 Equity Incentive Plan. OMI did not grant
any Stock Appreciation Rights in fiscal year 1993.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Grant Date
Individual Grants Value<F2>
% of Total
Options Grant
Number of Granted to Exercise or Date
Options Employees Base Price Expiration Present
Name Granted<F1> in Fiscal Year (per Share) Date Value($)
<S> <C> <C> <C> <C> <C>
Jack Goldstein 0 0% $ 0 - 0
Chaim Barash 7,000 5.34% $4.50 1-27-03 18,662
Vincent J. de Sostoa 7,000 5.34% $4.50 1-27-03 18,662
Fredric S. London 7,000 5.34% $4.50 1-27-03 18,662
George W. Vlandis 7,000 5.34% $4.50 1-27-03 18,662
All Optionees 131,000 100.00% $4.50 1-27-03 349,246
<FN>
<F1> Options for the named executive officers were granted on January 27, 1993. 33 1/3% of the options have become exercisable on
January 27, 1994 and the remaining options will become exercisable at one-third increments on January 27, 1995 and January 27,
1996. The exercise price of the options was the fair market value of the Company's Common Stock on the date of grant.
<F2> The alternative grant value was calculated using the Black-Scholes pricing model with an assumed volatility of .33, a risk free
rate of 6.46%, zero dividend rate, and a ten year exercise term.
</TABLE>
<PAGE>
AGGREGATE OPTION EXERCISES IN 1993 AND YEAR-END OPTION VALUES.
The following table shows the exercise of stock options or
tandem SARs during fiscal year 1993 by each of the named executive
officers and the fiscal year-end value of unexercised options and
SARs.
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year End Option/SAR Values
<CAPTION>
Number of Unexercised Value of Unexercised
Options/SARs at Fiscal In-the-Money Options/SAR's
Shares/SARs Value Year End (#)<F1> at Fiscal Year End($)<F2>
Acquired Realized($)
Name on Exercise(#) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Jack Goldstein 0 0 142,333 0 255,353 0
Chaim Barash 0 0 88,532 9,200 148,280 16,625
George W. Vlandis 0 0 67,649 9,200 107,024 16,625
Vincent J. de Sostoa 0 0 60,500 11,500 70,000 16,625
Fredric S. London 0 0 60,500 11,500 70,000 16,625
<FN>
<F1> Under the Company's stock option plans, options vest over a period of three to five years, are granted at an exercise price
of 100% of fair market value and are exercisable over a period of not more than ten years from the date of grant.
<F2> Based on the closing price on the New York Stock Exchange on December 31, 1993 ($6.875).
</TABLE>
<PAGE>
REPORT ON SENIOR EXECUTIVE COMPENSATION BY THE BOARD OF DIRECTORS'
COMPENSATION COMMITTEE
OMI's senior executive compensation program is designed to
ensure that OMI can attract and retain executives who will
contribute to OMI's success by their ability, ingenuity and industry,
and to enable these executives to participate in the long-term
success and growth of OMI by giving them a proprietary interest in
OMI. OMI's senior executive compensation program recognizes and
encourages individual skills, commitment to corporate goals, and
contributions to Company and shareholder interests.
COMPENSATION PHILOSOPHY
OMI's senior executive program, which governs compensation paid
to the named executive officers (OMI's Chief Executive Officer and
next four highest paid executive officers whose cash compensation
exceeded $100,000 for the fiscal year ended December 31, 1993) as
well as other senior executives, is designed to:
* encourage senior executives to identify with the goals
and objectives of the Company and to reward the achievement
of those goals and objectives;
* acknowledge individual contributions of executives in
achieving corporate goals;
* encourage executives to be creative and aggressive, within
the bounds of sound reason, in working toward Company and
shareholder objectives;
* sufficiently relate compensation to performance to
encourage highly focused attention to corporate goals,
while at the same time incorporating recognition of the
cyclical nature of the shipping industry;
* provide an appropriate mix of short and long-term
compensation to reward both current performance and future
commitment to OMI; and
* establish a working environment that encourages talent,
rewards good judgment, and maintains a quality working
environment.
In the highly cyclical bulk shipping market, the knowledge and
judgment of a company's senior executives are particularly critical
to the success of the enterprise. A lost opportunity may not be
presented again for many years. Therefore, the OMI's senior
executive compensation program takes into account not only the normal
financial considerations, but also, through discussions with the
Company's senior executives and through presentations at Board of
Directors' meetings, an assessment of how well the executive has
judged the problems and opportunities presented to OMI in the course
of market changes.
<PAGE>
OMI's senior executive compensation program, which is based on
an assessment undertaken by an independent compensation consultant,
includes base salary, bonus, stock options and grants of restricted
stock. Total compensation considerations include factors such as
earnings per share, strategic decisions that will position the
Company for future long-term success, continued efforts to improve
the efficiency, quality and safety of shipping operations and efforts
to develop and improve the business of the Company. No specific
weights are assigned to any factors. The Compensation Committee
makes a subjective judgment based on consideration of all factors.
ANNUAL COMPENSATION
Base salaries of OMI's Chief Executive Officer and other named
executive officers are listed in the Executive Compensation Table on
page 6. Base salaries are reviewed annually. Upward adjustments
to base salaries are determined by an assessment of the base
salaries included in employment contracts for the Chief Executive
Officer and the named executive officers, recent issues and
difficulties addressed by the Chief Executive Officer and the named
executive officers, efforts expended to carry out job
responsibilities, general pay practices of similar companies with
similar job categories and internal equity considerations. Base
salaries increased in 1991 and 1992 in part as a result of an
independent compensation consultant's conclusion in 1989 that OMI's
salary structure was below or significantly below the competitive
market. OMI tries to maintain a competitive salary structure in
comparison to the median salaries paid in the shipping industry in
order to attract and retain the highly qualified individuals
necessary to ensure OMI prospers and rewards shareholder confidence.
While now being within this competitive range, OMI's salary for its
Chief Executive Officer is still at the low end of this range and
considered moderate for the shipping industry. For comparison
purposes, the Compensation Committee considered the salaries paid to
reasonably comparable transportation companies included in the Dow
Jones Transportation Index and the Dow Jones Marine Transportation
Index.
OMI's Chief Executive Officer and named executive officers are
also qualified for annual bonuses. Bonuses, along with increases in
base salaries, provide the short-term incentive portion of executive
compensation at OMI. Bonuses are based on Company and individual
performances, ensuring a major portion of compensation for these
executives is performance-based and correlated to Company results.
Achieving or exceeding Company goals and expectations is the basis
for the annual determination of bonuses to be paid. Factors
considered in determining bonuses include, but are not limited to,
improvements in financial condition and performance, identification
of short-term and long-term opportunities, effective positioning of
the Company to take advantage of those opportunities, commitment to
quality and safety in vessel operations and the exercise of capable
and sound judgment in difficult and cyclical markets. In 1991,
<PAGE>
bonuses were a significant portion of the compensation of OMI's
Chief Executive Officer and named executive officers. In 1992, no
bonuses were paid, reflecting, in large part, the cyclical nature of
the shipping market and its resulting impact on OMI. In 1993,
bonuses were a modest portion of the compensation of OMI's Chief
Executive Officer and named executive officers. In 1993, OMI
reported a net loss of $.29 per share, compared to a net loss
of $.36 per share in 1992. 1993 was a difficult year for bulk
shipping companies, including OMI. Despite weak financial results,
however, OMI's Chief Executive Officer and named executive officers
were able to market successfully $170 million of 10-year unsecured
notes at an interest rate of 10.25%. With the proceeds of this
sale, OMI restructured its outstanding debt and undertook new
capital investment in foreign-flag assets. As a result of these
actions, OMI is in the best financial position it has been in its
history as a public company. The Compensation Committee carefully
considered this factor in its decision to grant modest bonuses in
1993.
The Chief Executive Officer's base salary increased in 1993 by
only 1.6%. Total cash compensation paid to the Chief Executive
Officer in 1993, including a $40,000 bonus, was $373,144, as
compared to $327,600 in 1992 (when no bonuses were paid).
LONG-TERM COMPENSATION AWARDS
OMI's compensation program also includes long-term compensation
awards for OMI's Chief Executive Officer and named executive
officers. Long-term compensation awards granted from 1991 through
1993 are listed on page 6. Stock options can be granted to the
Chief Executive Officer and named executive officers as part of
OMI's effort to encourage and reward effective leadership and
significant contributions to OMI's long-term growth and development.
The long-term incentive portion of the senior executive compensation
plan also creates further identity of interest between senior
executives and shareholders. Stock options are considered annually
for the Chief Executive Officer and named executive officers, based
on financial, operational and personal performance considerations,
including, with respect to both individual awards and the total
number awarded, the Company's cash position. No stock options were
granted to the Chief Executive Officer in 1993. Stock options vest
over a three-year period (and in some instances, a five-year period)
beginning one year after the date of the grant. These options
encourage long-term commitment to OMI by its Chief Executive Officer
and named executive officers. Pursuant to OMI's 1990 Equity
Incentive Plan, the option price per share purchasable under a stock
option is not permitted to be less than fair market value of the
stock on the date of the grant of the option. Only an increase in
the value of the stock will result in additional compensation,
linking this portion of the compensation of OMI's Chief Executive
Officer and named executive officers directly to the long-term
success of the Company and the long-term interests of the
shareholders. Named executive officers each received options for
7,000 shares of stock. Given the Company's decision to limit
<PAGE>
substantially base salary increases and bonuses in 1992, the
Compensation Committee determined a grant of an option of 7,000
shares for each of the named executive officers in 1993 was
reasonable recognition of the contributions of the named executive
officers towards efforts to improve the Company's financial
condition. As another factor in its decision, the Compensation
Committee considered the options and shares currently held by the
named executive officers.
The long-term incentive portion of OMI's senior executive
compensation plan also includes annual consideration of the grant of
restricted stock to senior executives. The grant of restricted
stock provides an additional long-term incentive for the Chief
Executive Officer and named executive officers who provide
outstanding leadership for the Company. Restricted stock grants can
be given in combination with other stock options or alone and are
based on individual and Company performance. OMI's grants of
restricted stock vest over a period of three years (except for
restricted stock granted to the Chief Executive Officer which vests
over a ten-year period), providing an incentive for the Chief
Executive Officer and named executive officers to make a long-term
personal investment in the growth and development of OMI. No grants
of restricted stock were given to the Chief Executive Officer and
named executive officers in 1993.
POLICY WITH RESPECT TO SECTION 162(m)
Section 162(m) of the Internal Revenue Code of 1986, as
amended, limits the tax deduction that a company can take with
respect to the compensation of certain of its executive officers to
the extent that such compensation exceeds $1 million in a taxable
year, unless the compensation qualifies for any of several
exemptions provided in the statute, including an exemption for
"performance based" compensation. The Company does not expect that
the total deductible compensation for any of the Company's executive
officers will exceed the amount of $1 million in any year in the
immediate future. Therefor, no action with respect to this limit
has been taken by the Company at this time.
COMPENSATION COMMITTEE
The OMI Board of Directors' Compensation Committee, which is
responsible for the administration of OMI's senior executive
compensation program, is composed entirely of independent outside
directors. The Compensation Committee reviews all aspects of senior
executive compensation and recommends to the Board of Directors
annual and long-term components of Chief Executive Officer and named
executive officer compensation.
COMPENSATION COMMITTEE
Emanuel L. Rouvelas, Chairman
Livio Borghese
Franklin W. L. Tsao
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is comprised of Messrs. Borghese,
Rouvelas and Tsao, all of whom are directors of the Company and none
of whom are or were officers of the Company or any of its
subsidiaries. Mr. Rouvelas is a partner in the law firm of Preston
Gates Ellis & Rouvelas Meeds which is a partner in Preston
Thorgrimson Shidler Gates & Ellis which rendered legal services to
the Company during 1993 and is expected to continue to do so. The
Company and companies controlled by members of Mr. Tsao's family
formed Mosaic Alliance Corporation and Geraldton Navigation Company
Incorporated which are each 49.9% owned by the Company and which are
the owners and operators of liquid and dry bulk vessels. Mr. Tsao
is Chairman of the Board of Mosaic and a director of Geraldton
Navigation. The Company also owns 25% of Gainwell Investments
Limited, an investment company which is 75% owned by companies
controlled by members of Mr. Tsao's family. Mr. Tsao is also
President of A.L. Burbank & Co., Ltd. and Shipcentral, Limited,
international shipbrokers which he controls and which on occasion
represent the Company.
COMPARATIVE PERFORMANCE TABLE
Set forth below is a table comparing the cumulative total
shareholder return on the Company's Common Stock with the cumulative
total return of the Dow Jones Equity Market Index and the Dow Jones
Marine Transportation Index for the five-year period ending December
31, 1993. The performance of OMI, the Dow Jones Equity Market Index
and the Dow Jones Marine Transportation Index were computed from the
period 1988 to 1993. If an investor had invested $100 in 1988 in
OMI, the Dow Jones Equity Market and the Dow Jones Marine
Transportation, the results of the investments would be as
illustrated in the following table.
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
OMI Corp. 100 134 77 109 61 99
Dow Jones Equity Market Index 100 131 126 167 181 199
Dow Jones Marine Transportation Index 100 127 82 115 101 129
</TABLE>
The total return on the Company's Common Stock and each index
assumes the value of each investment was $100 on December 31, 1988,
and that all dividends were reinvested.
EMPLOYEE BENEFIT PLANS
OMI established the OMI Corp. Savings Plan (the "Savings Plan")
effective July 1, 1993. The Savings Plan covers all employees of
<PAGE>
the Company, other than leased employees, non-resident aliens or
those employees covered by a negotiated collective bargaining
agreement. The Savings Plan is subject to IRS approval as a
qualified and tax exempt plan and trust so that contributions may be
deducted by the Company for federal income tax purposes. This
Savings Plan operates pursuant to Section 401(k) of the Internal
Revenue Code under which eligible employees are permitted to make
before tax salary deferrals to individual participant accounts. The
Savings Plan currently allows participants to defer receipt of up to
2% of compensation (including bonus and excluding non-cash
compensation or contributions to other benefit plans maintained by
the Company, if any) with the Company matching 100% of employee
elective deferrals. Although discretionary Company profit sharing
contributions are allowed under the Savings Plan there were no such
contributions made during the year. Participant accounts, other
than elective deferrals and earnings on deferred amounts, vest at a
graduated rate of 20% per year of service to the Company. Matching
contributions of $4,187, $2,972, $2,445, $2,408 and $2,291 were made
for Messrs. Goldstein, Barash, de Sostoa, London and Vlandis during
1993.
TERMINATED PLANS
OMI's original Pension Plan was terminated as of November 23, 1987.
All participants became 100% vested in their benefits, and annuity
contracts were purchased at that time. The annual straight life
value of these annuities are: $8,035, $8,951 and $20,058,
respectively, for Messrs. Goldstein, Barash and Vlandis.
OMI's 88 Pension Plan was terminated as of June 30, 1993. All
participants became 100% vested in their benefits and were given the
option to receive a lump sum distribution from the Plan or to have
benefits provided in the form of an annuity. The lump sum value of
these benefit amounts are: $105,506, $64,287, $49,916, $49,535 and
$126,437, respectively, for Messrs. Goldstein, Barash, de Sostoa,
London and Vlandis under the foregoing Plan.
APPROVAL OF AUDITORS
The Board of Directors has appointed Deloitte & Touche as auditors
of OMI and various subsidiaries for the year 1994. A representative
of Deloitte & Touche, who were also the auditors of OMI for 1993,
is expected to be present at the meeting with the opportunity to
make a statement if she or he desires to do so and to respond to
appropriate questions.
The Board of Directors recommends a vote in favor of ratification of
the appointment of Deloitte & Touche as auditors for 1994.
<PAGE>
OTHER MATTERS
OMI has no knowledge of any matters to be presented to the meeting
other than those set forth above. The persons named in the
accompanying form of proxy will use their own discretion in voting
with respect to matters which are not determined or known at the
date hereof.
Copies of OMI's Annual Report on Form 10-K, excluding exhibits, are
available to any stockholder, at no charge, by writing to:
Corporate Relations Department, OMI Corp., 90 Park Avenue, New York,
New York 10016-1302.
SHAREHOLDER PROPOSALS
Any proposals of stockholders to be presented at OMI's next Annual
Meeting must be received at OMI's principal executive offices, 90
Park Avenue, New York, New York 10016-1302, Attention: Secretary,
not later than December 22, 1994, for inclusion in OMI's proxy
statement and form of proxy relating to that Annual Meeting.
The Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1993 has been mailed to Stockholders.
By Order of the Board of Directors
/s/ Anya Starosolska
ANYA STAROSOLSKA
Secretary
New York, NY
April 22, 1994
