<PAGE> 1
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
FORM 10-K/A
Amendment No. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
<TABLE>
<S> <C>
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1994 [Fee Required], OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
COMMISSION FILE NUMBER 0-13081
</TABLE>
INTERTRANS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TEXAS 75-1605156
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
125 E. JOHN CARPENTER FREEWAY, SUITE 900, IRVING, TEXAS 75062
(Address of principal executive offices, including zip code)
</TABLE>
Registrant's telephone number, including area code: (214) 830-8888
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
the Registrant's Form 10-K. / /
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant was $225,548,930 as of February 28, 1995, based upon the closing
price of such stock as reported in the National Market System of the National
Association of Securities Dealers Automated Quotations Systems ("NASDAQ") on
that day.
There were 11,420,199 shares of common stock, no par value, of Intertrans
Corporation outstanding at February 28, 1995.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE> 2
INTERTRANS CORPORATION
ANNUAL REPORT ON FORM 10-K/A
AMENDMENT NO. 1
FOR THE FISCAL YEAR ENDED
OCTOBER 31, 1994
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART III PAGE
<S> <C> <C>
Item 10 Executive Officers and Directors of the Registrant . . . . . . . . 1
Executive Officers and Directors . . . . . . . . . . . . . . . 1
Compliance with Section 16(a) of Securities Exchange Act . . . 2
of 1934
Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . 3
Annual and Long-Term Compensation . . . . . . . . . . . . . . . 3
Option Grants . . . . . . . . . . . . . . . . . . . . . . . . . 4
Option Exercises and Year-End Option Values . . . . . . . . . . 4
Compensation of Directors . . . . . . . . . . . . . . . . . . . 4
Stock Option Plans . . . . . . . . . . . . . . . . . . . . . . 5
Compensation Committee Report on Executive Compensation . . . . 7
Compensation Committee Interlocks and Insider Participation
in Compensation Decisions . . . . . . . . . . . . . . . . . . 8
Shareholder Return Performance Graph . . . . . . . . . . . . . 9
Item 12 Security Ownership of Certain Beneficial Owners and Management . . 10
Security Ownership of Certain Beneficial Owners . . . . . . . . 10
Security Ownership of Management . . . . . . . . . . . . . . . 10
Item 13 Certain Relationships and Related Transactions . . . . . . . . . . 12
Certain Employment Agreements and Related Arrangements . . . . 12
Certain Business Relationships . . . . . . . . . . . . . . . . 13
</TABLE>
(i)
<PAGE> 3
PART III
ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of Intertrans Corporation
("Intertrans") as of February 28, 1995, and certain information about them, are
set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION HELD WITH INTERTRANS
--------------------- --- ---------------------------------------------------
<S> <C> <C>
Sam N. Wilson 59 Chairman of the Board and Chief Executive Officer
Carsten S. Andersen 51 President and Director
W. Ted Minick 54 Director
Sheldon Frankel 58 Director
Cesareo Llano 55 Director
David R. Pulk 47 Senior Vice President
John R. Witt 44 Chief Financial Officer
</TABLE>
All directors hold office until the next annual meeting of shareholders
following their election and until their successors are duly elected and
qualified. All officers serve at the discretion of the Intertrans Board of
Directors.
Sam N. Wilson, a founder of Intertrans, has been Chairman of the Board
since its incorporation in 1978 and resumed duties as Chief Executive Officer
of Intertrans in August 1992, at the request of the Intertrans Board of
Directors. Mr. Wilson has served Intertrans in various senior management
positions at different times, including President. From May 1975 to September
1980, Mr. Wilson served as Vice President of Circle Airfreight Corporation, a
large international freight forwarding concern and a subsidiary of The Harper
Group, Inc. For more than seventeen years prior thereto, Mr. Wilson served in
various managerial capacities with Texas Instruments, Inc., including five years
as an International Distribution Manager.
Carsten S. Andersen has served as President of Intertrans since August 1992
and has been a director since March 1987. Mr. Andersen has also served in other
senior management positions at various times, including Executive Vice President
from June 1989 to August 1992 and President and Chief Operating Officer from
February 1987 to June 1989. From September 1983 to February 1987, Mr. Andersen
served as Vice President of Intertrans. From September 1981 to September 1983,
he was President of Time Manager U.S.A., Inc., a consulting firm specializing in
productivity and personnel planning. From June 1976 to August 1981, Mr. Andersen
was with The Harper Group, Inc., with duties including Director of Financial
Planning, Director of North America Operations and Senior Vice President of
Operations of Circle Airfreight Corporation.
W. Ted Minick has been a director of Intertrans since January 1981. From
1976 to the present time, Mr. Minick has been a director and shareholder of the
law firm of Winstead Sechrest & Minick P.C., Houston, Texas, which law firm
serves as independent legal counsel to Intertrans.
1
<PAGE> 4
Sheldon Frankel has been a director of Intertrans since December 1980. From
1966 to the present time, Mr. Frankel has been a certified public accountant
with the accounting firm of Fox, Byrd, Golden & Frankel (and its predecessors),
Dallas, Texas, which accounting firm provides certain accounting services to
Intertrans.
Cesareo Llano has been a director of Intertrans since March 1992, with
special responsibility for Intertrans' Latin American operations conducted
primarily through its Stair Cargo Services division, headquartered in Miami,
Florida. Mr. Llano has also served as Chairman of the Board of Stair Cargo
Services, Inc. since its incorporation in 1977 and as President from January
1977 to March 1993. Stair Cargo Services, Inc. was acquired by Intertrans on
June 14, 1991, and was merged into Intertrans on January 7, 1994. From 1961 to
1976, Mr. Llano was Executive Vice President of Frontier Freight Forwarders,
Inc. and was a Director of Terrabank, N.A. from 1985 to 1990. He was also past
President of the Florida Customs Brokers & Forwarders Association, Director of
the International Air Freight Forwarders Association and a member of the
Advisory Board of the National Customs Brokers & Forwarders Association.
David R. Pulk has served as Senior Vice President of Intertrans since
February 1987. From December 1983 to February 1987, Mr. Pulk served as Vice
President of Intertrans. From August 1981 to December 1983, Mr. Pulk was a Vice
President of Air Express International, Inc. and was responsible for development
of new services and marketing. From June 1970 to August 1981, Mr. Pulk was
employed by Circle Airfreight Corporation in various capacities. In 1978, Mr.
Pulk was elected Vice President of Circle Airfreight Corporation and in 1980, he
was elected Senior Vice President in charge of sales and marketing within the
United States. When he terminated his employment with Circle Airfreight
Corporation in 1981, Mr. Pulk was also Director of Overseas Operations.
John R. Witt, Chief Financial Officer, joined Intertrans in March 1992.
From 1988 to 1992, Mr. Witt held the position of Executive Vice President and
Chief Financial Officer of Mr. Gatti, Inc., a 300-unit restaurant chain. From
1983 to 1988, he was Executive Vice President of Dalcor Financial, Inc., a
Dallas, Texas based real estate and venture capital investment firm. Prior to
1983, Mr. Witt was a manager with the accounting firm of KPMG Peat Marwick LLP.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires Intertrans'
directors and executive officers, and persons who beneficially own more than
10% of a registered class of Intertrans' equity securities to file reports of
ownership and changes on Forms 3, 4 and 5 (and amendments thereto) with the
SEC and the National Association of Securities Dealers, Inc. Directors,
executive officers and greater than 10% shareholders are required by Securities
and Exchange Commission regulation to furnish Intertrans with copies of all
filed Forms 3, 4 and 5.
Based solely on Intertrans' review of the copies of such forms received
and representations that no other reports were required, Intertrans believes
that all of its directors, executive officers and greater than 10%
shareholders complied with all filing requirements applicable to them with
respect to transactions during fiscal 1994, except that Brent R. Burns
inadvertently failed to file one Form 4 reporting a gift in a timely manner and
Sheldon Frankel, W. Ted Minick, Charles F. Schroeder III and John R. Witt each
inadvertently failed to file one Form 5.
2
<PAGE> 5
ITEM 11. EXECUTIVE COMPENSATION
ANNUAL AND LONG-TERM COMPENSATION
The following table sets forth certain information with respect to annual
and long-term compensation for services in all capacities for the years ended
October 31, 1994, 1993, and 1992, paid to the Chief Executive Officer and the
other executive officers of Intertrans who received in excess of $100,000 in
total annual salary and bonus for fiscal 1994 (the "Named Intertrans Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION -----------------------
--------------------------------- RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING
NAME AND PRINCIPAL COMPENSATION AWARD(S) OPTIONS ALL OTHER
POSITION YEAR SALARY BONUS (1) (2) GRANTED COMPENSATION
- - -------------------------- ---- -------- ------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sam N. Wilson 1994 $200,000 $ 0 -- -- 0 --
Chairman and Chief 1993 200,000 0 -- -- 0 --
Executive Officer 1992 136,600 0 -- -- 500,000 --
Carsten S. Andersen 1994 $200,000 $ 0 -- -- 0 --
President 1993 200,000 0 -- -- 0 --
1992 183,294 0 -- -- 300,000 --
David R. Pulk 1994 $175,000 $15,000 -- -- 0 --
Senior Vice President 1993 175,000 0 -- -- 25,000 --
1992 167,679 4,992 -- -- 0 --
John R. Witt 1994 $106,104 $12,500 -- -- 5,000 --
Chief Financial Officer 1993 103,000 12,500 -- -- 25,000 --
1992 65,897 0 -- -- 46,000 --
</TABLE>
- - ---------------
(1) The value of the perquisites and other personal property for the listed
officers did not exceed the lesser of either (a) $50,000 or (b) 10% of the
total annual salary and bonus of such officers. Therefore, no such amounts
are reported.
(2) Share amounts have been adjusted to reflect a two-for-one share dividend
which was issued to all holders of record of common stock, no par value, of
Intertrans ("Intertrans Common Stock") as of June 7, 1993. Intertrans
has not issued stock appreciation rights or restricted stock awards.
3
<PAGE> 6
OPTION GRANTS
The following table sets forth certain information regarding options
granted to the Named Intertrans Officers during the fiscal year ended October
31, 1994:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE AT
------------------------------------------------------------- ASSUMED ANNUAL
PERCENT OF RATES OF STOCK
NUMBER OF TOTAL PRICE APPRECIATION
SECURITIES OPTIONS GRANTED EXERCISE FOR OPTION TERM(2)
UNDERLYING TO EMPLOYEES IN PRICE PER EXPIRATION -------------------
NAME OPTIONS GRANTED(1) FISCAL YEAR SHARE DATE 5% 10%
- - ------------------------ ------------------ --------------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
John R. Witt............ 5,000 2.6% $ 12.125 10/6/04 $38,127 $96,621
</TABLE>
- - ---------------
(1) The stock options granted to Mr. Witt vest over a three (3) year period in
equal amounts beginning one (1) year after the date of grant and have a term
equal to ten (10) years from the date of grant. The exercise price of the
options granted to Mr. Witt was equal to the fair market value of the
Intertrans Common Stock on the date of grant.
(2) The amounts set forth under "Potential Realized Value at Assumed Annual
Rates of Stock Price Appreciation for Option Term" reflect required
disclosures pursuant to regulations of the SEC. The actual value realized,
if any, could be more or less than the assumed values depending upon the
performance of the stock. The values disclosed are not intended to be, and
should not be interpreted by investors as, representations or projections of
future value or price of the Intertrans Common Stock. APB Opinion No. 25
states that no compensation is received by an employee upon grant of a stock
option where the option price is equal to or higher than the quoted market
price on the date of grant. Accordingly, Intertrans has recorded no
compensation expense related to the grant of such stock options.
OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table sets forth certain information with respect to options
exercised during the fiscal year ended October 31, 1994, by the Named Intertrans
Officers and the value of unexercised options held by the Named Intertrans
Officers at October 31, 1994:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
OPTIONS EXERCISED NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
IN FISCAL 1994 OPTIONS AT IN-THE-MONEY OPTIONS
-------------------------- OCTOBER 31, 1994 AT OCTOBER 31, 1994(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ----------------------- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Sam N. Wilson.......... 0 $ 0 333,333 166,667 $ 1,562,498 $ 781,252
Carsten S. Andersen.... 42,105 426,313 276,845 100,000 1,657,401 46,875
David R. Pulk.......... 30,000 236,250 37,167 16,667 242,171 54,168
John R. Witt........... 8,000 52,000 30,999 37,001 168,745 156,880
</TABLE>
- - ---------------
(1) The value is based on the closing price on the Nasdaq National Market of
Intertrans Common Stock on that date.
COMPENSATION OF DIRECTORS
In accordance with the terms of the Intertrans Corporation 1992
Nonqualified Stock Option Plan adopted by the Board of Directors on December 11,
1992, and approved by the shareholders on March 30, 1993, directors of
Intertrans who are not employed by Intertrans (or any affiliate of Intertrans)
are eligible to receive nonqualified stock options to purchase shares of
Intertrans Common Stock based on the number of meetings attended during the
year, up to a maximum of 6,000 shares per year. The exercise price of any
options granted to nonemployee directors may not be less than the fair market
value of the Intertrans Common Stock on the date of grant of the option.
Intertrans reimburses all directors for their expenses incurred in
attending meetings as well as other expenses incurred in connection with their
service as directors of Intertrans.
4
<PAGE> 7
STOCK OPTION PLANS
In December 1983, Intertrans adopted the 1983 Incentive Stock Option Plan
(the "1983 ISO Plan"), pursuant to which 693,000 shares of Intertrans Common
Stock have been reserved for issuance. In September 1984, Intertrans adopted the
1984 Incentive Stock Option Plan (the "1984 ISO Plan"), pursuant to which
750,000 shares of Intertrans Common Stock have been reserved for issuance. In
December 1987, Intertrans adopted the 1987 Flexible Stock Option Plan (the
"1987 Flexible Plan"), pursuant to which 750,000 shares of Intertrans Common
Stock have been reserved for issuance. In January 1990, Intertrans adopted the
1990 Incentive Stock Option Plan (the "1990 ISO Plan"), pursuant to which
1,500,000 shares of Intertrans Common Stock have been reserved for issuance. In
December 1992, Intertrans adopted the 1992 Nonqualified Stock Option Plan (the
"1992 Plan"), pursuant to which 1,200,000 shares of Intertrans Common Stock
have been reserved for issuance. The 1983 ISO Plan, the 1984 ISO Plan and the
1990 ISO Plan are hereinafter collectively referred to as the "ISO Plans." The
ISO Plans, the 1987 Flexible Plan and the 1992 Plan are hereinafter
collectively referred to as the "Intertrans Stock Option Plans." The shares of
Intertrans Common Stock reserved for issuance under the Intertrans Stock Option
Plans have been proportionately adjusted, as necessary, to reflect the
three-for-two share dividend effected February 17, 1987, and the two-for-one
share dividend effected June 7, 1993. The options granted under the ISO Plans
are intended to qualify as "incentive stock options" within the meaning of
Section 422A of the Code. The 1987 Flexible Plan provides for the issuance of
both incentive stock options and nonstatutory stock options. The 1992 Plan
provides for the issuance of nonstatutory stock options.
Incentive stock options may be granted under the ISO Plans and the 1987
Flexible Plan to key employees of Intertrans, including officers and directors
who are employees of Intertrans. Stock options may be granted under the 1992
Plan to directors who are not employees and to officers of Intertrans. Under the
1992 Plan, nonemployee directors receive an option to purchase 6,000 shares of
Intertrans Common Stock each year on November 1, subject to reduction to the
extent such director was unable to attend scheduled director meetings.
The ISO Plans, the 1987 Flexible Plan and the 1992 Plan may be administered
by the Board of Directors, a majority of whom are disinterested persons, or a
committee appointed by the Board of Directors composed of no less than three
directors who are disinterested persons. A committee comprised of Sheldon
Frankel and W. Ted Minick currently administers the ISO Plans, the 1987 Flexible
Plan and the 1992 Plan. The Board of Directors or the committee administering
the plans designates the optionees, the date of grants and the exercise prices.
The exercise price of any incentive stock options granted may not be less
than the fair market value of the Intertrans Common Stock on the date of grant
of the option. The exercise price of any nonstatutory stock option granted to
nonemployee directors under the 1992 Plan may not be less than the fair market
value of the Intertrans Common Stock on the date of grant of the option. The
exercise price of any nonstatutory stock options granted under the 1987 Flexible
Plan and the 1992 Plan (except with respect to nonemployee directors) shall be
determined from time to time in the sole discretion of the Board of Directors or
the committee administering such plan. Under the ISO Plans, options may not be
granted to any person who owns shares representing in excess of 10% of the total
combined voting power of all classes of stock of Intertrans on the date of grant
of the options. With respect to the 1987 Flexible Plan, no options may be
granted to any person who owns shares representing in excess of 5% of the total
combined voting power of all classes of stock of Intertrans as of the date of
grant of the options.
Options granted under ISO Plans become exercisable with respect to
one-third of the shares subject to such options on the date one year subsequent
to the date of grant of such options. Thereafter, options become exercisable
with respect to an additional one-third of such shares on each of the dates two
years and three years, respectively, following the date of grant of such
options. Options granted under the ISO Plans remain exercisable until exercise
or termination. All options granted pursuant to the 1983 ISO Plan and the 1984
ISO Plan terminate on the eighth anniversary of the date of grant and options
granted pursuant to the 1990 ISO Plan terminate on the tenth anniversary of the
date of grant.
Options granted under the 1987 Flexible Plan become fully exercisable
beginning on the second anniversary date of the date upon which such options are
granted. Options granted under the 1987 Flexible Plan remain exercisable until
exercise or termination. All options granted under the 1987 Flexible Plan
terminate on the tenth anniversary of the date of grant.
Options granted under the 1992 Plan to nonemployee directors become
exercisable immediately on grant. Except in the case of termination or a change
in control, options granted to officers under the 1992 Plan
5
<PAGE> 8
become exercisable as set forth in the option agreement entered into with each
option recipient. In the event of a termination or change in control of
Intertrans, a holder of an option will be entitled to (a) all or a portion of
the full number of shares not previously exercised, without regard to the period
of exercisability, or (b) retain the option or accept in substitution for a new
option covering the appropriate number of shares of the successor corporation or
entity to the extent the holder of such option has elected not to exercise the
option. All options granted under the 1992 Plan terminate on the tenth
anniversary of the date of grant or, with respect to options granted to
officers, such earlier date as the committee administering such options may
determine.
6
<PAGE> 9
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:
Intertrans has continued its policy of structuring executive officer
compensation to provide competitive annual base salaries and benefits,
supplemented with incentives in the form of awards of stock options and, to
a lesser extent, cash bonuses. As previously reported, the emphasis on
stock options as a reward for performance and as an incentive for future
performance, in preference to cash bonuses and other immediate compensatory
benefits, tends to align the interests of the executives and Intertrans'
shareholders, an important goal of Intertrans' compensation strategy. Such
a strategy provides executive officers with a "personal stake" in the
financial and operating performance of Intertrans, and they are thus
encouraged to enhance productivity and efficiencies in their respective
areas of responsibility. Further, grants of stock options which are not
immediately exercisable in full, but which become exercisable over time
(typically three years), encourage executives to remain with Intertrans and
to associate their personal financial well being with the financial and
operating performance of Intertrans. The Committee considers the total
compensation (earned or potentially available) of each executive officer in
establishing each element of compensation.
In 1992, the Compensation Committee negotiated and structured
multi-year compensation arrangements with Carsten S. Andersen, the
President of Intertrans, and (acting without the participation of Mr.
Wilson) Sam N. Wilson, the Chief Executive Officer of Intertrans. Messrs.
Andersen and Wilson remain subject to the employment agreements negotiated
in 1992, and their compensation has remained unchanged.
In the early part of each fiscal year, the Committee reviews and
approves, with any modifications it deems appropriate, an annual salary
plan for Intertrans' senior executives, including the Chief Executive
Officer. The salary plan is developed under the direction of the Chief
Executive Officer based on performance judgments as to past and expected
future contributions of the individual executives. In addition, the
Committee considers information on compensation paid by competitors, to the
extent available. Although the Chief Executive Officer's compensation is
currently set in a three-year employment contract, it remains the
Committee's responsibility (acting without the participation of Mr. Wilson)
to review and fix the base salary of the Chief Executive Officer based upon
competitive compensation data and the Committee's assessment of his
performance and its expectation as to his future contributions in leading
Intertrans. Inasmuch as stock options are a significant component of the
Chief Executive Officer's compensation arrangement, no adjustment was made
in 1994.
7
<PAGE> 10
All senior executives participate in Intertrans' stock option plans,
under which granted options typically vest over three years. Intertrans has
employed stock options as a means to reward and provide incentives for key
employees since 1983. Intertrans believes the stock options are a highly
effective means of compensating and motivating employees, as evidenced by
Intertrans' historically strong financial and operating performance. During
fiscal 1994, stock option committees comprised of disinterested directors
considered stock option grants to various key employees and approved grants
of options to a number of employees. No additional options were granted to
the Chief Executive Officer or the President.
Members of the Compensation Committee
Sam N. Wilson
W. Ted Minick
Sheldon Frankel
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
Sam N. Wilson, a member of the Compensation Committee, served as Chief
Executive Officer and Chairman of the Board of Intertrans during the last fiscal
year.
W. Ted Minick, a member of the Compensation Committee, is a director and
shareholder of Winstead Sechrest & Minick P.C., a law firm that was retained
during the last fiscal year and currently serves as independent legal counsel to
Intertrans.
8
<PAGE> 11
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative returns for
Intertrans, the Nasdaq Stock Market (U.S. and Foreign) and Nasdaq Trucking and
Transportation Stocks Index. The total cumulative return on investment (change
in month-end stock price plus reinvested dividends) for each of the periods for
Intertrans, the Nasdaq Stock Market (U.S. and Foreign) and the Nasdaq Trucking
and Transportation Index is based on the stock price or index at the end of
fiscal 1988.
The graph shall not be deemed to be soliciting material or to be filed with
the SEC under the Securities Act or the Exchange Act or incorporated by
reference in any documents so filed.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURNS AMONG
INTERTRANS CORPORATION, NASDAQ STOCK MARKET
AND NASDAQ TRUCKING & TRANSPORTATION STOCKS
<TABLE>
<CAPTION>
NASDAQ
TRUCKING &
MEASUREMENT PERIOD INTERTRANS NASDAQ (US $ FOREIGN) TRANSPORTA-
(FISCAL YEAR COVERED) CORPORATION STOCK MARKET TION STREETS
<S> <C> <C> <C>
10/31/89 100.0 100.0 100.0
10/31/90 86.3 75.2 70.9
10/31/91 154.1 126.0 109.4
10/30/92 138.3 141.1 127.0
10/29/93 171.3 182.3 164.0
10/31/94 191.5 182.4 160.0
</TABLE>
9
<PAGE> 12
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table provides information as of February 9, 1995, as to the
ownership of Intertrans Common Stock by each person known by Intertrans to be
the beneficial owner of 5% or more of Intertrans Common Stock:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
----------------------------------------------- -------------------- ----------
<S> <C> <C>
Luther King Capital Management Corporation..... 791,950 6.9%
301 Commerce Street, Suite 1600
Fort Worth, Texas 76102
</TABLE>
- - ---------------
(1) Except as otherwise indicated, (a) none of the shares shown in this table or
referred to in the notes hereto are shares of which the persons named in
this table have the right to acquire beneficial ownership as specified in
Rule 13d-3(d)(1) promulgated under the Exchange Act, and (b) each person
named in this table possesses sole voting and investment power with respect
to the shares shown as owned by such person.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of outstanding shares of
Intertrans beneficially owned by (i) each director, (ii) each Named Intertrans
Officer and (iii) all directors and executive officers as a group as of February
28, 1995:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL
MANAGEMENT OWNERSHIP(1) PERCENT OF CLASS
-------------------------------------------- -------------------- ----------------
<S> <C> <C>
Sam N. Wilson............................... 476,335(2) 4.2
Carsten S. Andersen......................... 470,538(3) 4.1
Cesareo Llano............................... 222,589 1.9
David R. Pulk............................... 112,017(4) *
Sheldon Frankel............................. 57,500(5) *
W. Ted Minick............................... 43,800(6) *
John R. Witt................................ 30,911(7) *
All directors and executive officers as a
group (seven (7) persons)................. 1,413,686(8) 12.4
</TABLE>
- - ---------------
(1) Except as otherwise indicated, (a) none of the shares shown in this table or
referred to in the notes hereto are shares of which the persons named in
this table have the right to acquire beneficial ownership as specified in
Rule 13d-3(d)(1) promulgated under the Exchange Act, and (b) each person
named in this table possesses sole voting and investment power with respect
to the shares shown as owned by such person.
(2) Includes 333,333 shares subject to options which are exercisable or will
become exercisable within 60 days of the date hereof.
(3) Includes 990 shares owned by Mr. Andersen's spouse and 240,000 shares
subject to options which are exercisable or will become exercisable within
60 days of the date hereof.
(4) Includes 150 shares owned by an adult child of Mr. Pulk who currently
resides at Mr. Pulk's home and 37,167 shares subject to options which are
exercisable or will become exercisable within 60 days of the date hereof.
(5) Includes 4,000 shares held in trust for the benefit of Mr. Frankel's adult
children and 32,000 shares subject to options which are exercisable or will
become exercisable within 60 days of the date hereof.
10
<PAGE> 13
(6) Includes 26,000 shares subject to options which are exercisable or will
become exercisable within 60 days of the date hereof.
(7) Includes 30,999 shares subject to options which are exercisable or will
become exercisable within 60 days of the date hereof.
(8) Includes an aggregate of 699,499 shares subject to options held by
directors and executive officers which are exercisable or will become
exercisable within 60 days of the date hereof.
* Represents less than 1% of the Intertrans Common Stock issued and
outstanding.
11
<PAGE> 14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN EMPLOYMENT AGREEMENTS AND RELATED ARRANGEMENTS
Chief Executive Officer -- Services Agreement and Option
Arrangements. Effective on August 7, 1992, Intertrans entered into a Services
Agreement with Sam N. Wilson pursuant to which Mr. Wilson has agreed to serve as
Chief Executive Officer for a three-year period, subject to a two-year extension
if deemed appropriate by Mr. Wilson and Intertrans. The Services Agreement also
calls for Mr. Wilson to provide consulting services to Intertrans for a ten-year
period following the termination of his employment as Chief Executive Officer.
As compensation for his services as Chief Executive Officer, Mr. Wilson
will receive $200,000 per annum in salary, plus benefits and incentives. Among
the benefits accorded to Mr. Wilson is an option to purchase 250,000 shares of
Intertrans Common Stock (now 500,000 shares as a result of the two-for-one share
dividend which was issued to all holders of record of Intertrans Common Stock as
of June 21, 1993) under a Nonqualified Stock Option Agreement. These option
shares have an exercise price equal to the fair market value on the date of
grant and vest over a three-year period in equal amounts beginning one year
after the August 7, 1992, date of grant. The vesting of these options will
accelerate in the event of a change in control of Intertrans at which time all
unexercised options become immediately exercisable. If Mr. Wilson's employment
terminates by reason of his death, disability or resignation without Good Reason
(as defined below), or if Intertrans terminates his employment for cause,
Mr.Wilson (or his estate) will be entitled to receive any unpaid salary through
the date of termination and exercise any stock options which are exercisable on
the date of termination. In addition, if Mr. Wilson's employment terminates by
reason of death, his estate or beneficiary will be entitled to receive a lump
sum from Intertrans (discussed below). If Mr. Wilson terminates his employment
for Good Reason, he will be entitled to receive unpaid salary through the date
of termination, plus a severance amount equal to the sum of the aggregate annual
salary for each year or portion thereof which he would have received had his
employment not been terminated. In addition, Mr. Wilson will be entitled to
exercise any stock options which are exercisable on the date of termination.
"Good Reason" will be considered to exist with respect to any termination if
there has been a material nonconsensual reduction in Mr. Wilson's duties and
responsibilities, any reduction in Mr. Wilson's salary or other benefits or the
occurrence of a change in control of Intertrans.
Following his tenure as Chief Executive Officer, Mr. Wilson has agreed to
provide consulting services to Intertrans for a ten-year period for $200,000 per
annum. The consulting arrangement with Mr. Wilson will not come into effect,
however, if Mr. Wilson's employment as Chief Executive Officer is terminated by
Intertrans for cause or by Mr. Wilson without Good Reason. If Intertrans
terminates Mr. Wilson's consulting services or Mr. Wilson voluntarily resigns
following a change in control of Intertrans, Mr. Wilson will be entitled to
receive unpaid compensation through the date of termination, plus a severance
amount equal to the sum of the aggregate annual compensation for each year or
portion thereof which he would have received had his consulting services not
been terminated. In addition, Mr. Wilson will be entitled to exercise any stock
options which are exercisable on the date of termination. If Mr. Wilson's
consulting services are terminated by reason of his death, his estate will be
entitled to receive any unpaid compensation for services rendered through the
date of termination and exercise any stock options which are exercisable on the
date of termination. In addition, Mr. Wilson's estate or beneficiary will be
entitled to receive a lump sum payment of $2,000,000, less
12
<PAGE> 15
the sum of all compensation actually paid to Mr. Wilson for his consulting
services. This obligation is fully insured by key man life insurance policies
maintained by Intertrans.
President -- Employment Agreement and Option Agreement. Effective on August
1, 1992, Intertrans entered into an Employment Agreement with Carsten S.
Andersen in which Mr. Andersen has agreed to serve as President for a five-year
period for a salary of $200,000 per annum, plus benefits and incentives. Among
the benefits accorded to Mr. Andersen is an option to purchase 150,000 shares of
Intertrans Common Stock (now 300,000 shares as a result of the two-for-one share
dividend which was issued to all holders of record of Intertrans Common Stock as
of June 7, 1993) under a Nonqualified Stock Option Agreement pursuant to the
1992 Plan. These option shares have an exercise price equal to the fair market
value on the date of grant and vest over a three-year period in equal amounts
beginning one year after the August 1, 1992, date of grant. The vesting of these
options will accelerate in the event of a change in control of Intertrans at
which time all unexercised options become immediately exercisable. For a
two-year period following the expiration of the Employment Agreement, Mr.
Andersen may be entitled to receive payments totalling $200,000 per annum in
respect of an agreement not to compete with Intertrans in certain geographical
areas during that period. However, the noncompetition covenant and the
obligation to pay amounts to Mr. Andersen in respect thereof may be waived by
Intertrans. If Intertrans terminates Mr. Andersen's employment for cause or Mr.
Andersen voluntarily terminates his employment, Mr. Andersen will be entitled to
receive unpaid salary through the date of termination and exercise any stock
options which are exercisable on the date of termination. In addition, for a
two-year period following termination, Mr. Andersen may be entitled to receive
payments totalling $100,000 per annum in respect of an agreement not to compete
with Intertrans in certain geographical areas during that period. Again, the
noncompetition covenant and the obligation to pay amounts to Mr. Andersen in
respect thereof may be waived by Intertrans. If Mr. Andersen's employment is
terminated without cause, Mr. Andersen will be entitled to receive unpaid salary
through the date of termination, plus a severance amount equal to the sum of the
aggregate annual salary for each year or portion thereof which he would have
received had his employment not been terminated. In addition, Mr. Andersen will
be entitled to exercise any options which are exercisable on the date of
termination and may be entitled to receive payments of $16,667 per month for
each full month after August 1, 1997, up to a possible 24 months, during which
he is precluded from competing with Intertrans. The noncompetition covenant and
the obligation to pay amounts to Mr. Andersen in respect thereof may be waived
by Intertrans. If Mr. Andersen's employment terminates by reason of death or
disability, Mr. Andersen (or his estate) will be entitled to receive unpaid
salary through the date of termination and exercise any stock options which are
exercisable on the date of termination.
CERTAIN BUSINESS RELATIONSHIPS
W. Ted Minick, a member of Intertrans' Board of Directors, is a director
and shareholder of Winstead Sechrest & Minick P.C., a law firm that was retained
during the last fiscal year and currently serves as independent legal counsel to
Intertrans.
13
<PAGE> 16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Intertrans has duly caused this report to be signed on its behalf by the
undersigned representative hereunto duly authorized.
INTERTRANS CORPORATION
(Registrant)
DATE: March 7, 1995 BY: /s/ JOHN R. WITT
------------- ----------------------------
John R. Witt
Chief Financial Officer
(Principal Financial Officer)
14
