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 ss.240.14a-11(c) or ss.240.14a-12
OMI CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------
3) Filing Party:
-------------------------------------------------------
4) Date Filed:
-------------------------------------------------------
<PAGE>
[logo]
OMI CORP. o 90 Park Avenue o New York, NY 10016
April 10, 1997
DEAR STOCKHOLDER:
You are cordially invited to attend the 1997 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
13, 1997, at 9:00 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/ CRAIG H. STEVENSON, JR.
-------------------------------------
Craig H. Stevenson, Jr.
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 13,
1997, at 9:00 a.m. (Eastern Daylight Savings Time), for the following purposes:
(1) To elect three directors (Class II) for a three-year term, each
to hold office until his or her 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, 1997; 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 1, 1997 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 10, 1997
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 13, 1997. This proxy is being mailed to
holders of record on or about April 10, 1997, concurrently with the Company's
1996 Annual Report. 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 or her 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; 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 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 1, 1997, the record date for the meeting, OMI had outstanding
42,805,394 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, 1997, 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 (1) of Class
- ------------------- ------------------------ --------
Norwest Corporation 4,137,634 9.7%
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Wellington Management Co. 3,147,500 7.3%
75 State Street
Boston, Massachusetts 02109
Lindner Growth Fund 2,469,200 5.8%
7711 Carondelet Ave., Suite 700
P. O. Box 16900
(Clayton) St. Louis, Missouri 63105
Jack Goldstein 440,925(2) 1.03%
Craig H. Stevenson, Jr. 186,513 *
Robert L. Bugbee 39,899 *
Vincent J. de Sostoa 127,502 *
Richard J. Halluska 73,856(3) *
Fredric S. London 156,871 *
Livio M. Borghese 113,500 *
Constantine G. Caras 15,000(4) *
Steven D. Jellinek 11,000(5) *
Michael J. Klebanoff 269,737 *
2
<PAGE>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
- ------------------- ------------------------ ---------
Emanuel L. Rouvelas 23,000(6) *
Marianne K. Smythe 10,000 *
All directors and executive
officers as a group
(19 persons) 1,812,389 4.23%
- ---------------
* 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 Incentive Equity Plan and board
resolution; restricted stock granted under the OMI 1990 Equity Incentive
Plan, OMI 1995 Incentive Equity Plan and board resolution; and shares held
under the OMI Corp. Savings Plan. With respect to non-employee 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 12,500 shares owned jointly with Mr. Goldstein's spouse.
(3) Includes 4,000 shares owned jointly with Mr. Halluska's spouse.
(4) Includes 5,000 shares owned jointly with Mr. Caras' spouse.
(5) Includes 1,000 shares owned jointly with Mr. Jellinek's spouse.
(6) 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
three Class II directors, Constantine G. Caras, Michael Klebanoff and Marianne
K. Smythe, whose present terms expire in 1997, are being proposed for reelection
for new three year terms (expiring in 2000) 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.
3
<PAGE>
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
-------------- --- ------------ ---------- ---------
<S> <C> <C> <C> <C>
NOMINEES FOR ELECTION AT THE 1997 ANNUAL MEETING
Constantine G. Caras 58 Class II Retired, (formerly Executive Vice President 11/16/83
1997 of Ogden Corporation)
Michael Klebanoff 76 Class II Chairman Emeritus of OMI Corp. 01/29/69*
1997
Marianne K. Smythe 54 Class II Partner, Wilmer, Cutler & Pickering 07/11/95
1997 Washington, DC
DIRECTORS WHOSE TERMS CONTINUE
Craig H. Stevenson, Jr. 43 Class III President and Chief Executive Officer 05/23/95
1998 of OMI Corp.
Jack Goldstein 58 Class III Chairman of the Board of OMI Corp. 06/11/86
1998
Steven D. Jellinek 57 Class III Chairman of the Board and Executive Vice 09/17/91
1998 President, Jellinek, Schwartz & Connolly, Inc.
Livio M. Borghese 58 Class I Chairman, Curtis Industries, Inc. 01/24/89
1999
Emanuel L. Rouvelas 52 Class I Partner, Preston Gates Ellis & Rouvelas 01/24/89
1999 Meeds, Washington, DC
</TABLE>
- -------------
* 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.
ADDITIONAL INFORMATION RELATING TO THE BOARD OF DIRECTORS
During 1996, there were six Board of Directors' meetings of OMI. Messrs.
Caras and Klebanoff and Mrs. Smythe, incumbent directors being nominated for
reelection, attended at least five of the meetings of the Board. All other
directors attended at least five of the meetings of the Board.
The Audit Committee, comprising Messrs. Jellinek and Rouvelas, 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, Caras and Ms.
Smythe, reviews and determines the compensation of the Company's executives. In
1996, 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 three times, which includes one telephonic meeting,
4
<PAGE>
for the purpose of reviewing overall compensation and employee benefit practices
and programs. The Company does not have a nominating or similar committee.
In 1996, Mr. Caras retired as Executive Vice President of Ogden
Corporation, a position he had held since 1990. He was the Executive Vice
President and Chief Administrative Officer of Ogden Allied Services Corporation
from 1986 to 1990. Mr. Klebanoff, who was President of the Company from 1969 to
1983, was the Chairman of the Board of OMI from 1983 until his resignation as
Chairman in November 1995. Ms. Smythe has been a Partner in the law firm of
Wilmer, Cutler & Pickering since 1993. Prior thereto, Ms. Smythe was a Director
of the Division of Investment Management with the U.S. Securities and Exchange
Commission from 1991 to 1993.
Mr. Stevenson was appointed Chief Executive Officer effective January 1,
1997 and President in November 1995. 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, then owned by the Company. Mr. Goldstein was appointed
Chairman of the Board in November 1995 and resigned as Chief Executive Officer
effective December 31, 1996. 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 1984, 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.
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, he was
Chairman of Borghese Triguboff Investment Corporation. 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. Borghese is a director of United Kingdom Fund, Inc., Curtis Industries,
Inc., Noel Group, Inc. and Revco D. S., Inc.
CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS
See Compensation Committee Interlocks and Insider Participation.
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 1996 was compensated
$20,000 annually and $750 per board and committee meeting attended.
Also, each non-employee director who first becomes an eligible director
after May 23, 1995, receives a one-time grant of 30,000 shares of OMI Common
Stock in accordance with, and subject to the terms of, the OMI Stock Option Plan
for Non-Employee Directors.
5
<PAGE>
EXECUTIVE COMPENSATION
The Summary Compensation Table shows the compensation for the past three
years of each of the Company's six most highly compensated executive officers
including the Chief Executive Officer (the "named executive officers").
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Annual Compensation Compensation Awards
--------------------------------------- ------------------------
Other Restricted
Annual Stock All Other
Name and Compensation Awards Options/ Compensation
Principal Position Year Salary ($) Bonus ($) ($) ($)(1) SARs(#)(2) ($)(3)
------------------ ---- ---------- --------- ------------ ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jack Goldstein 1996 391,400 0 0 0 0 18,500
Chairman of the Board 1995 380,000 0 0 0 0 34,549
1994 380,000 0 0 0 0 30,000
Craig H. Stevenson, Jr. 1996 300,000 0 0 0 0 18,714
President and Chief 1995 265,000 0 0 325,000 60,000 30,663
Executive Officer 1994 225,000 0 0 99,375 40,000 27,306
Vincent J. de Sostoa 1996 231,750 0 0 0 0 20,516
Sr. Vice President, 1995 225,000 0 0 97,500 30,000 30,365
Chief Financial Officer 1994 225,000 0 0 0 0 26,824
and Treasurer
Fredric S. London 1996 224,500 0 0 0 0 19,718
Sr. Vice President, 1995 218,000 0 0 97,500 30,000 29,287
General Counsel and 1994 218,000 0 0 0 0 27,242
Secretary
Robert Bugbee 1996 206,000 0 0 0 10,000 20,521
Sr. Vice President/ 1995 146,154 0 0 97,500 60,000 26,998
Commercial 1994 -- -- -- -- -- --
Richard J. Halluska 1996 200,000 0 0 0 0 19,718
Sr. Vice President/ 1995 145,577 0 0 97,500 30,000 25,734
Operations 1994 120,000 0 0 0 0 20,044
</TABLE>
- ----------------
(1) The number and value of restricted stock holdings of each of the named
executive officers on December 31, 1996 was 200,000 and $1,750,000 (Mr.
Goldstein); 65,000 and $568,750 (Mr. Stevenson); 27,000 and $236,250 (Mr.
de Sostoa); and 15,000 and $131,250 (for each of Messrs. Bugbee, Halluska
and London). The value of the restricted stock is determined by multiplying
the total shares held by the closing price of OMI's common stock on the New
York Stock Exchange on December 31, 1996 ($8.75). 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; however, dividends paid
in stock or other property will be subject to the same restrictions as the
holder's of restricted stock.
(2) Options granted under the OMI 1990 Equity Incentive Plan or the OMI 1995
Incentive Equity 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. OMI did not grant any stock
appreciation rights ("SARs") in calendar year 1994, 1995 or 1996.
(3) Includes amounts deferred or contributed under the OMI Corp. Savings Plan
on behalf of the named executive officers at a value for 1996 of $14,000
for (Messrs. Goldstein, de Sostoa, London, Bugbee and Halluska) and $13,500
(Mr. Stevenson) and a 3% discretionary award of $4,500 for (Messrs.
Goldstein, Stevenson, de Sostoa, London, Bugbee and Halluska); payment of
international tax return preparation expense $1,625 (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 for 1996 of $90, 687 for all of the named
executive officers.
6
<PAGE>
EMPLOYMENT CONTRACTS
The Company has employment agreements with Messrs. Stevenson, de Sostoa,
London, Bugbee and Halluska and its Vice Presidents which provide for an annual
base salary and a performance incentive bonus. The base salary is the amount
paid in the previous year plus any raise granted by the Board of Directors.
Under the contracts, bonuses are paid at the discretion of the Board of
Directors. 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, 1998 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. The Company
also has an employment agreement with Mr. Goldstein upon similar terms as above,
except it is for a period ending December 31, 2001, with the Company having an
option to terminate the agreement upon proper notice and one year's payment at
year-end 1998 and (ii) above is inapplicable.
OPTION GRANTS IN 1996.
The following table shows information concerning stock options granted to
the named executive officers during calendar year 1996, pursuant to the OMI 1995
Incentive Equity Plan. OMI did not grant any stock appreciation rights ("SARs")
during calendar year 1996.
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>
Robert L. Bugbee 10,000 100% $7.50 6/28/2005 $57,200
</TABLE>
- --------------
(1) Options for the named executive officer were granted on December 2, 1996.
One-third of the options became exercisable on December 28, 1996 and the
remaining options will become exercisable in one-third increments on June
28, 1997 and June 28, 1998, subject to the terms of the options.
(2) The grant-date valuation alternative was calculated using the Black-Scholes
pricing model with an expected volatility of .36, risk free average
interest rate of 5.5%, zero dividend rate, and an expected five year term.
7
<PAGE>
AGGREGATE OPTION EXERCISES IN 1996 AND YEAR-END OPTIONS VALUES.
The following table shows the exercise of stock options or tandem SARs
during fiscal year 1996 by each of the named executive officers and the fiscal
year-end value of unexercised options and SARs.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number
of Securities Number of Unexercised Value of Unexercised
Underlying Options/SARs at Fiscal In-the-Money Options/SARs
Options/SAR's Value Year End (#)(1) at Fiscal Year End ($)(2)
Exercised Realized ------------------------------ ------------------------------
Name (#) ($) Exercisable/ Unexercisable Exercisable/ Unexercisable
- ---- ------------- -------- ------------ ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jack Goldstein ........... 28,000 $77,000 100,000 0 $362,500 $ 0
Craig H. Stevenson, Jr. .. 0 0 60,000 40,000 148,800 97,600
Vincent J. de Sostoa ..... 0 0 57,340 20,000 106,845 48,800
Fredric S. London ........ 0 0 82,000 20,000 199,150 48,800
Robert L. Bugbee ......... 0 0 23,332 46,668 65,429 130,868
Richard J. Halluska ...... 23,000 77,425 15,500 20,000 24,400 48,800
</TABLE>
- --------------
(1) Under the Company's stock option plans, options generally vest over periods
of three to five years, are granted at an exercise price of not less than
100% of the fair market value of the stock subject to the option 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 of OMI's common stock on the New York Stock
Exchange on December 31, 1996 of $8.75.
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 four
highest paid executive officers whose cash compensation exceeded $100,000 for
the fiscal year ended December 31, 1996) as well as other senior executives, is
designed to:
8
<PAGE>
o encourage senior executives to identify with the goals and objectives of
the Company and to reward the achievement of those goals and objectives;
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 6. 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
9
<PAGE>
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 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
eligible to receive 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 1994, 1995 and 1996, no bonuses were paid due to
the continuing losses of the Company. Bonuses reflecting the improved
performance of the Company during 1996 were paid in March of 1997. 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. All of the named executives were
given raises at the end of 1996 in accordance with their relative duties and
performance.
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 1994 through 1996 are listed on page 6. Options
to purchase common stock 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. There were no stock options granted in 1996 to the named executive
officers, except for Mr. Bugbee. 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 Incentive Equity
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, subject to
the option, 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 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 OMI common
stock to senior executive officers. The grant of restricted stock provides an
additional long-term incentive for the Chief Executive Officer and
10
<PAGE>
senior executive officers who provide outstanding leadership for the Company.
Pursuant to OMI's 1995 Incentive Equity Plan, restricted stock grants can be
given in combination with stock options or alone and are based on individual and
Company performance. OMI's grants of restricted stock vest over periods of three
to five years (except for an outstanding award of 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. There were no grants of restricted stock in 1996. There
will be no further options granted nor restricted stock awarded under any
existing plan other than the OMI's 1995 Incentive Equity Plan.
POLICY WITH RESPECT TO INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), 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 "qualified 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
Livio M. Borghese
Constantine G. Caras
Marianne K. Smythe
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee comprises Messrs. Borghese and Caras and Ms.
Smythe all of whom are directors of the Company and none of whom are or were
officers of the Company or any of its subsidiaries. During 1996, Emanuel
Rouvelas, a partner in the law firm of Preston Gates Ellis & Rouvelas Meeds, was
a member of the Compensation Committee. In 1996, the Company retained Preston
Gates Ellis and Rouvelas Meeds, Washington, DC to provide legal services to the
Company. Total fees paid in 1996 to Preston Gates Ellis and Rouvelas Meeds for
services rendered to the Corporation were approximately $883,761. The Company
also retained the firm in previous years and paid fees of approximately
$1,022,000 and $587,000 for the years ended December 31, 1995
11
<PAGE>
and 1994, respectively during which years Mr. Rouvelas was a member of the
Compensation Committee. Management believes that the cost of services so
rendered by Preston Gates Ellis and Rouvelas Meeds during the years 1996, 1995
and 1994 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 1997.
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, 1996.
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
GRAPH REPRESENTATION OF DATA CHART BELOW
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
OMI Corp. 100 56 92 88 86 116
Dow Jones Equity Market Index 100 109 119 120 166 206
Dow Jones Marine Transportation Index 100 88 113 103 118 144
</TABLE>
- ----------
The total return on the Company's Common Stock and each index assumes the
value of each investment was $100 on December 31, 1991, and that all dividends
were reinvested.
12
<PAGE>
APPROVAL OF AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP as auditors of
OMI and various subsidiaries for the year 1997. A representative of Deloitte &
Touche LLP, who were also the auditors of OMI for 1996, 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 1997.
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.
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 5, 1997, 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, 1996 has been mailed to Stockholders.
By Order of the Board of Directors
FREDRIC S. LONDON
Secretary
New York, NY
April 10, 1997
13
<PAGE>
[LOGO] OMI
OMI CORP.
Notice of
Annual Meeting
and
Proxy Statement
Annual Meeting
of Stockholders
May 13, 1997
9:00 A.M.
Printed on
Recycled Paper The New York
[logo] Helmsley Hotel
212 East 42nd Street
New York, NY
<PAGE>
APPENDIX
(Pursuant to Rule 304 of Regulation S-T)
1. Page 12 contains a description in tabular form of a graph entitled
"Performance Graph" which represents the comparison of the cumulative total
stockholder 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 each of the years commencing December 31,
1991 and ending December 31, 1996, which graph is contained in the paper format
of this Proxy Statement being sent to Stockholders.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OMI CORP.
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned stockholder ofOMI
CORP. (the "Corporation") does hereby constitute JACK GOLDSTEIN, CRAIG
H.STEVENSON, JR. and FREDRIC S. LONDON, and each of them, attorneys and proxies
withfull 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 13, 1997 at 9:00 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 4, 1997 and at any and all adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES FOR DIRECTORS AND 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 FORTHE ELECTION OF THE NOMINEES FOR DIRECTORS
AND 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>
Please mark
your votes as [ ]
indicated in
this example
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.
------
COMMON
The Board of Directors recommends a vote FOR all nominees in Proposal 1 and
FOR Proposal 2.
WITHHOLD
AUTHORITY
to vote
Proposal 1: FOR for all nominees
FOR election of the following three
Class II directors for a three-year term, [ ] [ ]
each to hold office until his or her
successor shall be elected and qualified:
Constantine G. Caras, Michael Klebanoff,
and Marianne K. Smythe
Proposal 2:
RATIFICATION OF THE FOR AGAINST ABSTAIN
APPOINTMENT OF DELOITTE
& TOUCHE LLP AS AUDITORS [ ] [ ] [ ] I PLAN TO ATTEND MEETING [ ]
OF THE CORPORATION FOR
THE YEAR 1997.
(To withhold authority to vote for any individual nominee, print that nominmee'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
