INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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
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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or Rule
14a-6(i)(2).
/ / $500 per each party per Exchange Act Rule 14a-6(i)(3), or Rule
14a-6(i)(2).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
<PAGE>
[LOGO}
OMI CORP. O 90 PARK AVENUE O NEW YORK O NY 10016
April 19, 1996
DEAR STOCKHOLDER:
You are cordially invited to attend the 1996 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
21, 1996, at 10:00 in the morning.
Matters to be considered and acted upon by our stockholders include the
election of directors, 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 21,
1996, at 10:00 a.m. (Eastern Daylight Savings Time), for the following purposes:
(1) To elect three directors (Class I) for a three-year term, each to
hold office until his successor shall be duly elected and qualified;
(2) To ratify the appointment of Deloitte & Touche LLP as auditors of OMI
Corp. and various subsidiaries for the year ending December 31, 1996;
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, 1996 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/ FREDRIC S. LONDON
------------------------------
Fredric S. London
Secretary
New York, NY
April 19, 1996
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 21, 1996. 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 two directors for a three-year term, each to hold
office until his successor shall be duly elected and qualified;
(2) to ratify the appointment of Deloitte & Touche LLP as auditors of
OMI and various subsidiaries for the current year;
(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, FOR the
ratification of the appointment of Deloitte & Touche LLP as auditors, A proxy is
revocable at any time prior to being voted by giving written notice to the
Secretary of OMI or by attending the meeting and voting in person.
VOTING SECURITIES
As of April 5, 1996, the record date for the meeting, OMI had outstanding
31,064,071 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.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The following table sets forth, as of March 31, 1996, 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 Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership (1) of Class
------------------- ------------------------ --------
Franklin Group of Funds ............... 3,887,000 12.51%
777 Mariners Island Blvd.
P.O. Box 777
San Mateo, CA 94403-7777
Norwest Corporation .................... 3,115,400 10.03%
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Lindner Growth Fund ................... 2,214,900 7.13%
7711 Carondelet Ave, Suite 700
P.O. Box 16900
(Clayton) St Louis, MO 63105
Wellington Management Co. ............. 2,064,900 6,65%
75 State Street
Boston, Massachusetts 02109
Prudential Insurance Company .......... 2,024,700 6.52%
of America
751 Broad Street
Prudential Plaza
Newark, NJ 07102-3777
The Chase Manhattan Bank, N.A., ....... 1,854,475 6.0%
as trustee for the OMI Corp.
Employee Stock Ownership Plan
770 Broadway, 10th Floor
New York, NY 10008-9598
Jack Goldstein ........................ 430,550(2) 1.39%
Craig H. Stevenson, Jr. ............... 116,513 *
Robert L. Bugbee ...................... 33,233 *
Vincent J. de Sostoa .................. 117,502 *
Richard J. Halluska ................... 86,856 *
2
<PAGE>
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
---------------- ------------------------ --------
Fredric S. London .................... 163,971 *
Livio Borghese ....................... 113,500 *
Constantine G. Caras ................. 15,000(3) *
Steven D. Jellinek ................... 11,000(4) *
Michael Klebanoff .................... 269,738 *
Emanuel L. Rouvelas .................. 23,000(5) *
All directors and executive
officers as a group
(18 persons). ...................... 1,664,370 5.36%
- ---------------
* Represents holdings of less than one percent.
(1) Includes all shares with respect to which each person, executive officer or
director directly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares the power to vote or to direct
voting of such shares or to dispose or to direct the disposition of such
shares. With respect to executive officers, includes shares that may be
purchased under currently exercisable stock options granted pursuant to the
OMI Incentive Stock Option Plan, OMI Non-Qualified Stock Option Plan, OMI
1990 Equity Incentive Plan, OMI 1995 Equity Incentive Plan and board
resolution, whereby Mr. Stevenson received 40,000 non-qualified stock
options as an inducement to enter into an employment contract with the
Company. Includes restricted stock granted under the OMI 1990 Equity
Incentive Plan, OMI 1995 Equity Incentive Plan and board resolution,
whereby Mr. Stevenson received 15,000 shares of restricted stock as an
inducement to enter into an employment contract with the Company, and
shares that have been allocated under the OMI Employee Stock Ownership
Plan. With respect to non-employees directors, includes shares that may be
purchased under currently exercisable stock options granted pursuant to the
OMI 1995 Stock Option Plan for Non-Employee Directors.
(2) Includes 11,100 shares owned jointly with Mr. Goldstein's spouse.
(3) Includes 5,000 shares owned jointly with Mr. Caras' spouse.
(4) Includes 1,000 shares owned jointly with Mr. Jellinek's spouse.
(5) Includes 13,000 shares owned jointly with Mr. Rouvelas' spouse.
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 two
3
<PAGE>
Class I directors, Messrs. Livio M. Borghese and Emanuel L. Rouvelas, whose
present terms expire in 1996, are being proposed for reelection for new three
year terms (expiring in 1999) at this Annual Meeting. George W. Vlandis whose
term expires in 1996, retired as director effective June 20, 1995. The Company
is currently seeking a director to fill the vacancy. Franklin W. L. Tsao whose
term expires in 1997 resigned as a director effective June 20, 1995. Marianne K.
Smythe was elected to the board on July 11, 1995 to fill the vacancy caused by
the resignation of Mr. Tsao.
All nominees in Class I 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:
<TABLE>
<CAPTION>
Class and
Year in First
Name and Other Which Term Principal Became a
Information Age Will Expire Occupation Director
------------- --- ------------ ---------- --------
NOMINEES FOR ELECTION AT THE 1996 ANNUAL MEETING
<S> <C> <C> <C> <C>
Livio Borghese ............ 57 Class I Chairman, Curtis Industries, Inc. 01/24/89
1996
Emanuel L. Rouvelas ....... 51 Class I Partner, Preston Gates Ellis & Rouvelas 01/24/89
1996 Meeds, Washington, DC
DIRECTORS WHOSE TERMS CONTINUE
Constantine G. Caras ...... 57 Class II Executive Vice President and Chief 11/16/83
1997 Administrative Officer of Ogden Corporation
Michael Klebanoff ......... 75 Class II Chairman Emeritus of 01/29/69*
1997 OMI Corp.
Marianne K. Smhthe ........ 53 Class II Partner, Wilmer, Cutler & Pickering 07/11/95
1997 Washington, DC
Craig H. Stevenson, Jr. ... 42 Class III President and Chief Operating 05/23/95
Officer of OMI Corp.
Jack Goldstein ............ 57 Class III Chairman of the Board and Chief Executive 06/11/86
Officer of OMI Corp.
Steven D. Jellinek ........ 56 Class III Chairman of the Board, 09/17/91
1998 Jellinek, Schwartz & Connolly, Inc.
1997
- -------------
* 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>
4
<PAGE>
ADDITIONAL INFORMATION RELATING TO THE BOARD OF DIRECTORS
During 1995, there were six Board of Directors' meetings of OMI. Messrs.
Borghese and Rouvelas, incumbent directors being nominated for reelection,
attended at least six of the 1995 meetings of the Board. All other directors
attended at least six 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 and Rouvelas, reviews and determines the
compensation of the Company's executives. In 1995, 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 twice for the
purpose of reviewing overall compensation and employee benefit practices and
programs. The Company does not have a nominating or similar committee.
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. 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 until his resignation as Chairman of the Board in November
1995. Ms. Smythe was a Director of the Division of Investment Management with
the U.S. Securities and Exchange Commission from 1991 to 1993. Since 1993, Ms.
Smythe has been a Partner in the law firm of Wilmer, Cutler & Pickering.
Mr. Stevenson was appointed President in November 1995, retaining his
position of Chief Operating Officer. He was elected Executive Vice President and
Chief Operating Officer in November 1994 and Senior Vice President/Chartering of
the Company in August 1993. For five years prior thereto, he was President of
Ocean Specialty Tankers Corp., a marketing manager for several of the Company's
chemical Tankers. Mr. Goldstein was appointed Chairman of the Board in November
1995, retaining his position as Chief Executive Officer. He was elected
President and Chief Executive Officer of OMI in April 1986. Prior thereto, Mr.
Goldstein was Vice President of Overseas Shipholding Group, Inc. Since 1994, Mr.
Jellinek has been Chairman of Jellinek, Schwartz & Connolly, Inc., a firm
specializing in legislative and regulatory policy, strategic analysis and
research management in the areas of environment, energy and health.
5
<PAGE>
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 Ogden
Corporation. Mr. Goldstein is a director of IMC (Holdings) Ltd., a joint venture
partner of the Company.
CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS
In 1995, the Company retained Preston Gates Ellis and Rouvelas Meeds,
Washington, DC to provide legal services to the Company. Total fees paid in 1995
to Preston Gates Ellis and Rouvelas Meeds for services rendered to the
Corporation were approximately $1,022,000. The Company also retained the firm in
previous years and paid fees of approximately $587,000 and $608,000 for the
years ended December 31, 1994 and 1993, respectively. Emanuel L. Rouvelas, a
director of the Corporation is a partner in that firm. Management believes that
the cost of services so rendered by Preston Gates Ellis and Rouvelas Meeds
during the years 1995, 1994 and 1993 were reasonably comparable with the cost of
obtaining similar services from an unaffiliated third party. The Company expects
to retain Preston Gates Ellis and Rouvelas Meeds In 1996.
COMPENSATION OF DIRECTORS
Directors who are also officers or employees of the Company do not receive
any fees or remuneration for services as members of the Board of Directors or of
any Committee thereof. Each non-employee director in 1995 was compensated
$20,000 annually and $750 per board and committee meeting.
Also, each non-employee director received a one-time grant of 30,000 shares
of OMI Common Stock, pursuant to the Stock Option Plan for Non-Employee
Directors which was approved at the annual meeting of stockholders on May 23,
1995. Each subsequently elected non-employee director receives a one-time grant
of 30,000 shares of OMI Common Stock.
EXECUTIVE COMPENSATION
The Summary Compensation Table shows the compensation for the past three
years of each of the Company's six most highly compensated executive officers
including the Chief Executive Officer (the "named executive officers").
6
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation Awards
----------------------------------------- ---------------------
Other Restricted
Annual Stock All Other
Name and Compensation Awards Options/ Compensation
Principal Position Year Salary ($) Bonus ($) ($) ($)(1) SARs(#)(2) ($)(3)
------------------ ---- --------- --------- ------------ -------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jack Goldstein 1995 380,000 0 0 0 0 34,549
Chairman of the Board 1994 380,000 0 0 0 0 30,000
and Chief Executive 1993 333,144 40,000 0 0 0 30,000
Officer
Craig H. Stevenson, Jr. 1995 265,000 0 0 325,000 60,000 30,663
President and Chief 1994 225,000 0 0 99,375 40,000 27,306
Operating Officer 1993 69,423 10,000 0 0 0 88,109
Vincent J. de Sostoa 1995 225,000 0 0 97,500 30,000 30,365
Sr. Vice President, 1994 225,000 0 0 0 0 26,824
Chief Financial Officer 1993 191,283 25,000 0 0 7,000 30,522
and Treasurer
Fredric S. London 1995 218,000 0 0 97,500 30,000 29,287
Sr. Vice President, 1994 218,000 0 0 0 0 27,242
General Counsel and 1993 187,724 25,000 0 0 7,000 30,522
Secretary
Robert Bugbee 1995 146,154 0 0 97,500 60,000 26,998
Sr. Vice President/ 1994 -- -- -- -- -- --
Commercial 1993 -- -- -- -- -- --
Richard J. Halluska 1995 145,577 0 0 97,500 30,000 25,734
Sr. Vice President/ 1994 120,000 0 0 0 0 20,044
Operations 1993 99,658 15,000 0 0 5,000 20,703
- ------------
</TABLE>
(1) The number and value of restricted stock holdings of each of the named
executive officers on December 31, 1995 was 200,000 and $1,300,000 (Mr.
Goldstein); 65,000 and $422,500 (Mr. Stevenson); 27,000 and $175,500 (for
each of Messrs. de Sostoa and London); and 15,000 and $97,500 (for each of
Messrs. Bugbee and Halluska). 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 29, 1995 ($6.50). To the extent
dividends are declared on OMI Common Stock, dividends will be paid to these
holders of restricted stock with respect to their holdings.
(2) Options granted under the OMI 1990 Equity Incentive Plan and the OMI 1995
Equity Incentive Plan to the named executive officers, with the exception
of Mr. Stevenson who was granted options in 1994, pursuant to a stock
option and restricted stock award agreement between Mr. Stevenson and the
Company as an inducement to enter into employment.
(3) The amount for 1995 includes purchase value of shares allocated to accounts
of named executive officers under the Company's Employee Stock Ownership
Plan at a value of $19,349 (for each of Messrs. Goldstein, Stevenson, de
Sostoa, and London), $18,654 (Mr. Bugbee), $18,778 (Mr. Halluska); amounts
deferred or contributed under the OMI Corp. Savings Plan at a value of
$15,200 (Mr. Goldstein), $10,600 (Mr. Stevenson), $9,000 (Mr. de Sostoa),
$8,720 (Mr. London), $5,600 (Mr. Bugbee) and $5,835 (Mr. Halluska); $2,500
relocation expense paid to or on behalf of Mr. Bugbee; and amounts
reflecting the cost of group-term life insurance coverage over $50,000 for
the named executive officers, with the exception of Mr. Goldstein, for a
combined value of $177,596 for all of the named executive officers.
The amount for Mr. Stevenson in 1993 includes $73,667 in relocation
expenses paid to or on behalf of Mr. Stevenson, as well as purchase value
of shares allocated to Mr. Stevenson's account under the Company's Employee
Stock Ownership Plan at a value of $11,913, amounts deferred or contributed
under the OMI Corp. Savings Plan at a value of $2,446 and the cost of
group-term life insurance coverage over $50,000 for a combined value of
$88,109.
7
<PAGE>
EMPLOYMENT CONTRACTS
The Company has employment agreements with Messrs. Goldstein, Stevenson, de
Sostoa, London, Bugbee and Halluska which provide for an annual base salary and
a performance incentive bonus. Each of these agreements also provide that if the
employee (i) is terminated without cause, (ii) voluntarily terminates his
employment within 90 days of a relocation or reduction in compensation or
responsibilities, or (iii) is disabled, such employee will continue to receive
base salary and other benefits until December 31, 1997 or twelve months from the
date of termination of employment, whichever is later. In addition, if any such
employee's employment is terminated without cause (other than for reasons of
disability) within 2 years following a Change of Control (as defined in OMI's
Separation Allowance Program), OMI will pay such employee an amount equal to 3
times the sum of his then current base salary and his maximum incentive bonus.
OPTION GRANTS IN 1995.
The following table shows information concerning stock options granted to
the named executive officers during calendar year 1995, pursuant to the OMI 1995
Equity Incentive Plan. OMI did not grant any stock options to executive officers
under the OMI 1990 Equity Incentive Plan, OMI Incentive Stock Option Plan or the
OMI Non-Qualified Stock Option Plan. OMI did not grant any stock appreciation
rights ("SARs") during calendar year 1995.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Grant Date
Individual Grants Value (2)
---------------------------------------------------- -----------
% of Total
Options Grant
Number of Granted to Exercise or Date
Options Employees Base Price Expiration Present
Executive Officer Granted (1) in Fiscal Year (per Share) Date Value ($)
---------------- ---------- -------------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Craig H. Stevenson, Jr. 60,000 8.10% $6.31 6/28/2005 227,400
Robert L. Bugbee 40,000 5.40% $5.38 5/31/2005 130,000
20,000 2.70% $6.31 6/28/2005 75,800
Vincent J. de Sostoa 30,000 4.05% $6.31 6/28/2005 113,700
Richard J. Halluska 30,000 4.05% $6.31 6/28/2005 113,700
Fredric S. London 30,000 4.05% $6.31 6/28/2005 113,700
- -------------
</TABLE>
(1) Options for the named executive officers were granted on June 28, 1995.
One-third of the options will become exercisable on June 28, 1996 and the
remaining options will become exercisable in one-third increments on June
28, 1997 and June 28, 1998. Mr. Bugbee received an additional grant on May
31, 1995 which will also become exercisable in one-third increments on
March 13, 1996, March 13, 1997 and March 13, 1998.
(2) The grant-date valuation alternative was calculated using the Black-Scholes
pricing model with an assumed volatility of .36 on a risk free rate of
6.30% and 6.10%, zero dividend rate, and a ten year exercise term.
8
<PAGE>
AGGREGATE OPTION EXERCISES IN 1995 AND YEAR-END OPTIONS VALUES.
The following table shows the exercise of stock options or tandem SARs
during fiscal year 1995 by each of the named executive officers and the fiscal
year-end value of unexercised options and SARs.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of Unexercised Value of Unexercised
Shares/SARs Options/SARs at Fiscal In-the-Money Options/SARs
Acquired Value Year End(#)(1) at Fiscal Year End(#)(2)
on Exercise Realized -------------------------- ---------------------------
Name (#) ($) Exercisable/ Unexercisable Exercisable/ Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jack Goldstein .............. 14,333 45,686 128,000 0 176,000 0
Craig H. Stevenson, Jr. ..... 0 0 13,333 86,667 3,333 18,065
Vincent J. de Sostoa ........ 24,660 74,392 45,006 32,334 27,512 10,368
Fredric S. London ........... 0 0 69,666 32,334 64,332 10,368
Robert L. Bugbee ............ 0 0 0 60,000 0 47,500
Richard J. Halluska ......... 0 0 26,833 31,667 31,416 9,034
- -------------
</TABLE>
(1) Under the Company's stock option plans, options vest over a period of three
to five years, are granted at an exercise price of not less than 100% of
the fair market value on the date of the grant of the option and are
exercisable over a period of not more than ten years from the date of
grant.
(2) Based on the closing price on the New York Stock Exchange on December 31,
1995 ($6.50).
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 compensation program, which governs compensation
paid to senior executive officers (OMI's Chief Executive Officer and next three
highest paid executive officers whose cash compensation exceeded $100,000 for
the fiscal year ended December 31, 1995) as well as other senior executives, is
designed to:
o encourage senior executives to identify with the goals and objectives of
the Company and to reward the achievement of those goals and objectives;
9
<PAGE>
o acknowledge individual contributions of executives in achieving
corporate goals;
o encourage executives to be creative and aggressive, within the bounds of
sound reason, in working toward Company and shareholder objectives;
o 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;
o provide an appropriate mix of short and long-term compensation to reward
both current performance and future commitment to OMI; and
o establish a working environment that encourages talent, rewards good
judgment, and maintains a quality working environment.
In the highly cyclical bulk shipping market, the knowledge and judgment of
a company's senior executives are particularly critical to the success of the
enterprise. A lost opportunity may not be presented again for many years.
Therefore, OMI's senior executive compensation program takes into account not
only the normal financial considerations, but also, through discussions with the
Company's senior executives and through presentations at Board of Directors'
meetings, an assessment of how well the executive has judged and reacted to the
problems and opportunities presented to OMI in the course of market changes.
OMI's senior executive compensation program, which is based on an
assessment undertaken by an independent compensation consultant, includes base
salary, bonus, stock options and grants of restricted stock. Total compensation
considerations include factors such as earnings per share, cash flow, stock
price, 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, except in connection
with payment of bonuses as described below. 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 7. Base salaries
are reviewed annually by the Compensation Committee. 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 other named
executive officers, recent issues and difficulties addressed by the Chief
Executive Officer and the other named executive officers, efforts expended to
carry out job responsibilities, general pay practices of similar companies with
similar job categories and internal equity considerations. OMI tries to maintain
a competitive salary structure in comparison to the median salaries paid in the
shipping industry in order to attract and retain the highly qualified
individuals necessary to ensure OMI prospers and rewards shareholder confidence.
While 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
10
<PAGE>
salaries paid to reasonably comparable job categories by transportation
companies included in the Dow Jones Transportation Average Index and the Dow
Jones Marine Transportation Index.
OMI's Chief Executive Officer and senior 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. The
Board of Directors approved a bonus plan which provides bonuses based
exclusively on the Company's cash flow and stock price and upon the performance
of the individual executive. In 1993, bonuses were a modest portion of the
compensation of OMI's Chief Executive Officer and other 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 other 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, which put it in its best financial
position in its history as a public company. The Compensation Committee
carefully considered this factor in its decision to grant modest bonuses and
raises at the end of 1993. In 1994 and 1995, no bonuses were paid due to the
continuing losses of the Company. No raises were given at the end of 1994 to the
named executive officers except for Mr. Stevenson who was hired in 1993 and
assumed additional duties upon being named Executive Vice President and Chief
Operating Officer. At the end of 1995 and effective for 1996, raises of
approximately 3% were given to the named executive officers, except for Messrs.
Stevenson, Bugbee and Halluska who received larger raises in connection with
increased duties.
LONG-TERM COMPENSATION AWARDS
OMI's compensation program also includes long-term compensation awards for
OMI's Chief Executive Officer and senior executive officers. Long-term
compensation awards granted from 1993 through 1995 are listed on page 7. Stock
options can be granted to the Chief Executive Officer and the other 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 the other 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. Stock options were granted to the named executive officers, except for
the Chief Executive Officer, and the non-employee directors in 1995. Under
currently existing stock option plans, stock options vest over a three-year
period (or, in some instances, a five-year period) beginning with the date of
the grant. These options encourage long-term commitment to OMI by its Chief
Executive Officer and the other named executive officers. Pursuant to OMI's 1990
Equity Incentive Plan and OMI's 1995 Equity Incentive Plan, the option price per
share purchasable under a stock option is not permitted to be less than 100% of
the 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
11
<PAGE>
result in additional compensation, linking this portion of the compensation
directly to the long-term success of the Company and the long-term interests of
its shareholders.
The long-term incentive portion of OMI's senior executive compensation
program 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 senior 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 to five years (except for restricted stock granted
to the Chief Executive Officer which vests over a ten-year period), providing an
incentive for the officers to make a long-term personal investment in the growth
and development of OMI. Grants of restricted stock in 1995 were made to the
named executive officers, with the exception of the Chief Executive Officer.
There will be no further options granted nor restricted stock awarded under any
existing plan other than the 1995 Equity Incentive Plan.
POLICY WITH RESPECT TO SECTION 162(M)
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the
tax deduction that a publicly held company can take with respect to the
compensation of certain of its executive officers to the extent that such
compensation exceeds $1 million in a taxable year, unless the compensation
qualifies for any of several exceptions provided in the statute, including an
exception for "performance based" compensation. The Company does not expect that
the total compensation otherwise deductible for any of the Company's executive
officers will exceed the amount of $1 million in any year in the immediate
future. Therefore, 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 M. Borghese
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee comprises Messrs. Borghese and Rouvelas, both of
whom are directors of the Company and neither 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 Gates
& Ellis which rendered legal services to the Company during 1995 and is expected
to continue to do so.
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COMPARATIVE PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total shareholder
return on the Company's Common Stock with the cumulative total return of the Dow
Jones Equity Market Index and the Dow Jones Marine Transportation Index for the
five-year period ended December 31, 1995.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS
AMONG OMI CORP., DOW JONES EQUITY MARKET INDEX AND
DOW JONES MARINE TRANSPORTATION INDEX
FISCAL YEAR ENDING DECEMBER 31
-- GRAPHICAL REPRESENTATION OF DATA TABLE BELOW --
1990 1991 1992 1993 1994 1995
OMI Corp. 100 140 79 128 124 121
Dow Jones Equity Market Index 100 132 144 158 159 220
Dow Jones Marine Transporation Index 100 140 123 158 145 166
- ------------
The total return on the Company's Common Stock and each index assumes the
value of each investment was $100 on December 31, 1990, and that all dividends
were reinvested.
13
<PAGE>
EMPLOYEE RETIREMENT BENEFIT PLANS
OMI established the OMI Corp. Savings Plan (the "Savings Plan"), effective
July 1, 1993. The Savings Plan covers all employees of the Company, other than
leased employees, non-resident aliens or those employees covered by a negotiated
collective bargaining agreement. The Savings Plan is designed and operated as a
tax-qualified and profit-sharing 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 Plan accounts. The Savings Plan currently allows participants to
defer receipt of up to 10% of their compensation annually (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 up to 3% of their compensation. Although discretionary
Company profit-sharing contributions are allowed under the Savings Plan there
were no such contributions made during 1995. 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 $7,600,
$5,300, $4,500, $4,360, $2,800, and $2,918 were made for Messrs. Goldstein,
Stevenson, de Sostoa, London, Bugbee and Halluska, respectively, during 1995.
APPROVAL OF AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP as auditors of
OMI and various subsidiaries for the year 1996. A representative of Deloitte &
Touche LLP, who were also the auditors of OMI for 1995, is expected to be
present at the meeting with the opportunity to make a statement if he desires to
do so and to respond to appropriate questions.
The Board of Directors recommends a vote in favor of ratification of the
appointment of Deloitte & Touche LLP as auditors for 1996.
SECTION 16(A) REPORTING
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors and holders of more than 10% of the Company's common stock
(collectively, "reporting persons") to file reports of ownership and changes in
ownership of the Company's equity securities with the Securities and Exchange
Commission and the New York Stock Exchange. Based upon a review of the copies of
such reports furnished to the Company and written representations from the
reporting persons other than executive officers and directors of the Company
that no reports on Form 5 were required to be filed, the Company believes that
all reports by such reporting persons were timely filed.
OTHER MATTERS
OMI has no knowledge of any matters to be presented to the meeting other
than those set forth above. The persons named in the accompanying form of proxy
will use their own discretion in voting with respect to matters which are not
determined or known at the date hereof.
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<PAGE>
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 20, 1996, 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, 1995 has been mailed to Stockholders.
By Order of the Board of Directors
FREDRIC S. LONDON
Secretary
New York, NY
April 19, 1996
15
<PAGE>
[LOGO]
OMI CORP.
Notice of
Annual Meeting
and
Proxy Statement
Annual Meeting
of Stockholders
May 21, 1996
10:00 A.M.
The New York
Helmsley Hotel
212 East 42nd Street
New York, NY
Printed on
Recycled Paper
[Recycled Logo]
<PAGE>
APPENDIX
(Pursuant to Rule 304 of Regulation S-T)
1. Page 13 contains a description in tabular form of a graph entitled
"Comparative Performance Graph" which represents the comparison of the
cumulative total return on the Company's Common Stock against the cumulative
total return of the Dow Jones Equity Market Index and the Dow Jones Marine
Transportation Index for the period of five years commencing January 1, 1991 and
ending December 31, 1995, which graph is contained in the paper format of this
Proxy Statement being sent to Stockholders.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OMI CORP.
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned stockholder of OMI
CORP. (the "Corporation") does hereby constitute JACK GOLDSTEIN, CRAIG H.
STEVENSON, JR. and FREDRIC S. LONDON, and each of them, attorneys and proxies
with full power of substitution to each, for and in the name of the undersigned
and with all the powers the undersigned would possess if personally present, to
vote all the shares of Common Stock of the undersigned in the Corporation at the
Annual Meeting of Stockholders of the Corporation, to be held at The New York
Helmsley Hotel, Knickerbocker Suite, Salon D, third floor, 212 East 42nd Street,
New York, New York on Tuesday, May 21, 1996 at 10:00 A.M., on all matters as may
properly come before the meeting, as set forth in the Notice of Annual Meeting
of Stockholders, dated April 17, 1996 and at any and all adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES FOR DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS AUDITORS. IF NO SPECIFICATION IS MADE AS TO ANY
PROPOSAL, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR
DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
AUDITORS.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED ON THE REVERSE SIDE)
FOLD AND DETACH HERE
<PAGE>
- --------------------------------------------------------------------------------
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no such directions are given with respect to
all or some items, as to such items, this Proxy will be voted FOR Proposals 1,
and 2
[X] Please mark your votes like this in blue or black ink
----------
COMMON
The Board of Directors recommends a vote FOR all nominees in Proposal 1 and FOR
Proposal 2.
Proposal 1: FOR election of the following two Class I directors for a
three-year term, each to hold office until his successor shall be elected
and qualified: Livio M. Borghese and Emanuel L. Rouvelas
WITHHOLD
AUTHORITY
to vote
FOR for all nominees
[ ] [ ]
Proposal 2: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS
OF THE CORPORATION FOR THE YEAR 1996.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
I PLAN TO ATTEND MEETING [ ]
(To withhold authority to vote for any individual nominee, print that nominee's
name below.)
__________________________________
Signature(s)________________________________________ Date_____________
NOTE: Please mark, date, and sign your name as it appears hereon and return in
the enclosed envelope. When signing as an attorney, executor, administrator,
trustee or guardian, please give title as such. If signer is a corporation,
please sign full corporate name by authorized officer and attach corporate seal.
For joint accounts, each joint owner should sign.
FOLD AND DETACH HERE
