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
WORLD FUEL SERVICES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
WORLD FUEL SERVICES CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction
applies: Not Applicable
2) Aggregate number of securities to which transaction
applies: Not Applicable
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11: Not
Applicable
4) Proposed maximum aggregate value of transaction: Not
Applicable
5) Total fee paid: Not Applicable
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
1) Amount Previously Paid: Not Applicable
2) Form, Schedule or Registration Statement No.: Not Applicable
3) Filing Party: Not Applicable
4) Date Filed: Not Applicable
<PAGE>
WORLD FUEL SERVICES CORPORATION
700 South Royal Poinciana Blvd., Suite 800
Miami Springs, Florida 33166
------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 19, 1996
-----------------------------------------
Miami Springs, Florida
July 22, 1996
Notice is hereby given that the Annual Meeting of Shareholders of WORLD FUEL
SERVICES CORPORATION, a Florida corporation (the "Company"), will be held on
Monday, August 19, 1996, at 10:00 a.m., local time, at the Eastern Financial
Federal Credit Union Auditorium, Tenth Floor, 700 South Royal Poinciana
Boulevard, Miami Springs, Florida 33166, for the following purposes:
1. To elect nine Directors of the Company.
2. To transact such other business as may properly come before
the Annual Meeting or any adjournment or postponement thereof.
These matters are more fully discussed in the accompanying proxy statement.
The Board of Directors has fixed the close of business on July 18, 1996, as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting.
The Annual Meeting for which this notice is given may be adjourned from time to
time without further notice other than announcement at the meeting or any
adjournment thereof. Any business for which notice is hereby given may be
transacted at any such adjourned meeting.
Whether or not you expect to be present at the Annual Meeting, please date,
sign, and promptly return the enclosed proxy, which is solicited by and on
behalf of the Board of Directors.
By Order of the Board of Directors
WORLD FUEL SERVICES CORPORATION
Ileana Garcia, Secretary
<PAGE>
TABLE OF CONTENTS
PAGE
----
Introduction.............................................................1
Outstanding Voting Stock.................................................2
Costs of Solicitation....................................................2
Election of Directors....................................................2
Board of Directors.......................................................5
Compensation of Directors..............................................6
Principal Stockholders and Security
Ownership of Management................................................6
Information Concerning Executive Officers................................9
Reporting Requirements for
Directors and Executive Officers...................................10
Compensation of Officers................................................11
Summary Compensation Table.........................................11
Stock Option Information...........................................12
Certain Employment Agreements......................................13
Compensation Committee Report on Executive
Compensation....................................................14
Compensation Committee Interlocks and Insider
Participation...................................................16
Stock Performance Graph............................................16
Transactions with Management and Others.................................18
Company's Relationship with Independent
Public Accountants.................................................19
Proposals for the 1997 Annual Meeting...................................19
Other Matters...........................................................19
<PAGE>
PROXY STATEMENT
WORLD FUEL SERVICES CORPORATION
700 South Royal Poinciana Blvd., Suite 800
Miami Springs, Florida 33166
------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
to be held on August 19, 1996
INTRODUCTION
This proxy statement is furnished to the shareholders of WORLD FUEL
SERVICES CORPORATION, a Florida corporation (the "Company"), in connection with
the solicitation of proxies by the Board of Directors of the Company for the
Annual Meeting of Shareholders (the "Annual Meeting") to be held at the place
and time and for the purposes set forth in the attached Notice of Meeting.
This Proxy Statement and the accompanying proxy are first being sent
to shareholders on or about July 22, 1996.
Pursuant to the By-Laws of the Company, the Board of Directors has
ordered the Annual Meeting of Shareholders to be held on August 19, 1996, and
has fixed the close of business on July 18, 1996, as the record date (the
"Record Date") for the determination of shareholders entitled to receive notice
of, and to vote at, the Annual Meeting or any adjournment or postponement
thereof.
Proxies in the accompanying form, properly executed, duly returned
to the Company and not revoked, will be voted in the manner specified. If no
instructions are specified with respect to any particular matter to be acted
upon, proxies will be voted in favor thereof. Returning a signed proxy will not
affect a shareholder's right to attend the Annual Meeting and to vote in person,
since proxies are revocable. A proxy for the Annual Meeting may be revoked at
any time prior to its use by submission of a later dated proxy, by delivery of
written notice of revocation to the President of the Company, or by voting in
person at the Annual Meeting. Presence at the Annual Meeting does not of itself
revoke a proxy.
The Annual Report of the Company for the fiscal year ended March 31,
1996, including financial statements, is being mailed to each shareholder
together with this Proxy Statement.
-1-
<PAGE>
OUTSTANDING VOTING STOCK
On June 28, 1996, the Company had 8,042,518 outstanding shares of
common stock, par value $.01 per share (the "Common Stock"), which constitute
the only class of voting securities of the Company. The presence, in person or
by properly executed proxy, of the holders of a majority of the outstanding
shares of Common Stock entitled to vote is necessary to constitute a quorum at
the meeting. Each holder of Common Stock on the Record Date is entitled to cast
one vote per share, exercisable in person or by proxy, at all meetings of
shareholders. Directors are elected by a plurality vote of the shares of Common
Stock present in person or represented by proxy at the Annual Meeting. All other
matters to be considered at the Annual Meeting shall be approved if the votes
cast in favor of the action exceed the votes cast opposing the action.
As of June 28, 1996, the nine nominees for Director of the Company
beneficially owned a total of 923,470 shares of Common Stock, or approximately
11.48% of the shares of Common Stock outstanding. The nominees have informed the
Company that they intend to vote their shares of Common Stock to elect
themselves to the Board of Directors. See "Principal Stockholders and Security
Ownership of Management."
COSTS OF SOLICITATION
The entire cost of soliciting proxies for the Annual Meeting will be
borne by the Company. Solicitation of proxies may be made through personal calls
upon, or telephone or telegraphic communications with, stockholders or their
representatives by officers and other employees of the Company, who will receive
no additional compensation therefor.
ELECTION OF DIRECTORS
Nine individuals have been nominated to serve as Directors for the
ensuing year and until their successors shall have been duly elected and
qualified. The persons named in the accompanying proxy have advised management
that unless authority is withheld in the proxy, they intend to vote for the
election of the individuals listed in the table on the following page.
Management does not contemplate that any of the nominees named in the table will
be unable, or will decline, to serve; however, if any of the nominees is unable
to serve or declines to serve, the persons named in the accompanying proxy may
vote for another person, or persons, in their discretion. The following table
sets forth certain information with respect to each nominee for election to the
Board of Directors. All of the nominees currently serve as Directors of the
Company. A summary of the background and experience of each nominee is set forth
in the paragraphs following the table.
-2-
<PAGE>
YEAR FIRST
NAME AND POSITION AGE AT BECAME DIRECTOR
WITH THE COMPANY MARCH 31, 1996 OF THE COMPANY
- ----------------- -------------- --------------
Ralph R. Weiser, 70 1984
Chairman of the Board
of Directors
Jerrold Blair, 58 1985
Director and President
Ralph R. Feuerring, 73 1988
Director and Member
of Audit Committee
John R. Benbow, 64 1989
Director and Chairman
of Audit Committee and
Compensation Committee
Phillip S. Bradley, 57 1990
Director and President of
Advance Petroleum, Inc.
Celestin A. Durand, III, 59 1993
Director and Member of
Compensation Committee
Myles Klein, 57 1995
Director and Member
of Audit Committee and
Compensation Committee
Michael J. Kasbar, 39 1995
Director and Senior Vice
President of the Company,
and Chief Executive Officer
of Trans-Tec Services, Inc.
Paul H. Stebbins, 39 1995
Director and Senior Vice
President of the Company,
and Chief Operating Officer
of Trans-Tec Services, Inc.
- -------------------------------------------------------------------------------
-3-
<PAGE>
RALPH R. WEISER has been employed as Chairman of the Board of Directors of the
Company since its organization in July 1984.
JERROLD BLAIR has served as President and a Director of the Company since
January 1985.
RALPH R. FEUERRING, a Director of the Company, has served as a Director and
chairman of the finance committee of American Premier, Inc., a mineral
processing and refractory business, since 1991. Mr. Feuerring has also served as
the President of Ferro Metal & Chemical Corp., a mineral and alloy trading
company, since 1949. Between 1960 and 1991, Mr. Feuerring served as the
President and Chief Executive Officer of Ralstan Trading and Development
Corporation, a mineral processing company. Ralstan Trading and Development
Corporation was merged into American Premier, Inc. in 1991.
JOHN R. BENBOW, a Director of the Company, has served as President of Benbow &
Associates, Inc., a real estate development firm located in Coral Gables,
Florida, since June 1988. From December 1986 to May 1988, he was employed as
President of Weiner, Kane & Benbow, Inc., an investment banking and stock
brokerage firm located in Miami, Florida. From May 1983 to November 1986, Mr.
Benbow was employed as President of Florida National Bank, formerly a commercial
bank located in Miami, Florida.
PHILLIP S. BRADLEY has served as a Director of the Company since 1990, and as
President of Advance Petroleum, Inc. ("Advance"), a wholly-owned subsidiary of
the Company, since January 1988. Mr. Bradley was a co-founder of Advance and
served as Vice President from its organization in 1983 until January 1988. From
1967 to 1982, Mr. Bradley was an airline captain for Braniff International
Airways and Chairman of the Braniff Airline Pilots Association.
CELESTIN A. DURAND, III, a Director of the Company, served as a vice president
of Merrill Lynch Specialists, Inc., a unit of Merrill Lynch Inc., from 1989
until he retired in 1992. Merrill Lynch Specialists, Inc. makes a market in
the securities of over one hundred companies listed on the New York Stock
Exchange. Mr. Durand served as managing partner of Beauchamps & Co. from 1972
to 1989, when it was acquired by Merrill Lynch.
MYLES KLEIN has served as a Director of the Company since February 1995. He has
been a partner in the accounting firm of Klein & Barreto, P.A., in Miami,
Florida, since 1985. From 1971 until 1985, Mr. Klein was a partner in the
international accounting and auditing firm of Grant Thornton, eventually
becoming the partner in charge of the tax department for Grant Thornton's South
Florida offices.
-4-
<PAGE>
MICHAEL J. KASBAR has served as a Director and Senior Vice President of the
Company since June 1995 and has served as Chairman and Chief Executive Officer
of Trans-Tec Services, Inc. ("Trans-Tec Delaware"), a wholly owned subsidiary of
the Company, since January 1995. From September 1985 to December 1994, Mr.
Kasbar was an officer, shareholder, and director of Trans-Tec Services, Inc., a
New York corporation ("Trans-Tec New York") and its affiliated companies. On
January 3, 1995, Trans-Tec Delaware purchased substantially all of the assets of
Trans-Tec New York and the outstanding stock of its affiliate Trans-Tec Services
(U.K.) Ltd. Prior to founding Trans-Tec New York, Mr. Kasbar founded and worked
for Gray Bunkering Services, Inc. from February 1983 through August 1985.
PAUL H. STEBBINS has served as a Director and Senior Vice President of the
Company since June 1995 and has served as President and Chief Operating Officer
of Trans-Tec Delaware since January 1995. From September 1985 to December 1994,
Mr. Stebbins was an officer, shareholder, and director of Trans-Tec New York and
its affiliated companies. Prior to founding Trans-Tec New York, Mr. Stebbins was
employed by Gray Bunkering Services, Inc. from October 1983 to September 1985 as
a bunker broker.
For a description of the principal terms of the Company's
acquisition of Trans-Tec New York and the terms of the Company's employment of
Messrs. Kasbar and Stebbins, refer to "Transactions with Management and Others."
BOARD OF DIRECTORS
During the fiscal year ended March 31, 1996 the Company's Board of
Directors held six formal meetings. The Board of Directors has two committees,
the audit committee and the compensation committee. All of the Directors
attended at least 75% of the meetings of the Board and of the committees on
which they served.
The audit committee ("Audit Committee") consists of John R. Benbow,
Chairman, Ralph R. Feuerring and Myles Klein. The Audit Committee held three
meetings during the fiscal year ended March 31, 1996. The Audit Committee
performs the following principal functions: recommends to the Board of Directors
the engagement of independent auditors for the ensuing year; reviews the scope
and budget for the annual audit; reviews with independent auditors the results
of the audit engagement, including review of the financial statements and the
management letter; and reviews the scope of, and compliance with, the Company's
internal controls.
The compensation committee ("Compensation Committee"), established
by the Board of Directors in 1995, consists of John R. Benbow, Chairman, Myles
Klein, and Celestin A. Durand, III. The Compensation Committee held two meetings
in the fiscal year ended
-5-
<PAGE>
March 31, 1996. The Compensation Committee reviews and recommends to the Board
of Directors the annual salary, bonus, stock options and other benefits of the
Company's senior executives, reviews new and existing compensation programs,
reviews and makes recommendations to the Board of Directors regarding management
perquisites, administers stock option and incentive compensation plans, and
administers and makes recommendations to the Board of Directors regarding
performance goals for executive compensation plans.
COMPENSATION OF DIRECTORS
All Directors who are not Company employees are members of at least
one Committee of the Board of Directors and receive a monthly fee of $1,667,
except for the Chairman of the Audit and Compensation Committees who receives
$2,292 per month. The Directors of the Company who are employed by the Company
do not receive additional compensation for serving as Directors.
Pursuant to the 1993 Non-Employee Directors Stock Option Plan, each
Director who is not employed by the Company receives an option to purchase 2,500
shares of Common Stock each year, upon his re-election to the Board of
Directors. The exercise price per share is the market price of the Common Stock
on the date of the Company's annual shareholders meeting, which is the date the
Director options are issued each year.
During fiscal 1996, the Company made no other payments to
Directors with respect to participation on the Board of Directors or Board
Committees or with respect to special assignments. See "Compensation of
Officers" and "Transactions with Management and Others."
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of June 28, 1996, the number of
shares of Common Stock of the Company owned beneficially by each nominee for
Director of the Company, the five most highly compensated executive officers of
the Company, and all nominees and executive officers of the Company as a group.
The table also shows the name and address of each person who is known to the
Company to be the beneficial owner of more than 5% of the outstanding Common
Stock of the Company. Except as shown in the table, no other person is known by
the Company to own beneficially more than 5% of the outstanding Common Stock of
the Company. Unless otherwise stated, all shares are held with sole dispositive
and voting power.
-6-
<PAGE>
AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP OF CLASS
- ---------------- ----------------------- --------
David L. Babson & Co., Inc. 500,550 (1) 6.22%
One Memorial Drive, 11th Floor
Cambridge, MA 02142-1300
FMR Corp. 809,346 (2) 10.06%
82 Devonshire Street
Boston, MA 02109
Jerrold Blair 524,425 (3) 6.52%
c/o World Fuel Services Corporation
700 South Royal Poinciana Blvd.
Suite 800
Miami Springs, FL 33166
Ralph R. Weiser 120,000 1.49%
Ralph R. Feuerring 19,500 * (4)
John R. Benbow 3,900 (5) * (4)
Celestin A. Durand, III 1,875 (6) * (4)
Phillip S. Bradley 0 0
Myles Klein 3,750 (7) * (4)
Michael Kasbar 115,688 (8) 1.44%
Paul Stebbins 134,332 (9) 1.67%
Robert S. Tocci 13,572 (10) * (4)
All Executive Officers 948,293 (11) 11.79%
and Nominees for Director
as a Group (12 persons)
- ---------------------------------------
(1) Based on information disclosed, as of February 12, 1996, in a Schedule
13G filed with the Securities and Exchange Commission. David L. Babson &
Co., Inc. ("Babson"), its subsidiaries and companies under their control,
have sole voting power with respect to 352,150 shares and sole dispositive
power with respect to 500,550 shares. Babson shares voting power with
respect to 148,400 shares and shares dispositive power with respect to 0
shares.
(2) Based on information disclosed, as of May 9, 1996, in a Schedule 13G
filed with the Securities and Exchange Commission. FMR Corp. ("FMR"), its
subsidiaries and affiliates, have sole dispositive power with respect to
809,346 shares. FMR does not have sole power to vote or direct the vote
with respect to any shares. Fidelity Low-Priced Stock Fund, an investment
company registered under the Investment Company Act of 1940 and
-7-
<PAGE>
affiliated with FMR, owned 803,804 of the shares. The remaining 5,542
shares are held in institutional accounts managed by Fidelity Management
Trust Company, a subsidiary of FMR.
(3) Includes 5,625 shares owned solely by Mr. Blair's wife, and 4,500 shares
owned solely by his children.
(4) Indicates ownership of less than 1% of the outstanding Common Stock.
(5) Includes 3,750 shares which may be purchased by Mr. Benbow pursuant to an
option which is currently exercisable.
(6) Consists of 1,875 shares which may be purchased by Mr. Durand pursuant to
an option which is currently exercisable.
(7) Consists of 3,750 shares which may be purchased by Mr. Klein pursuant to
an option which is currently exercisable.
(8) Includes 9,676 shares which may be purchased by Mr. Kasbar pursuant to an
option which is currently exercisable.
(9) Includes 9,676 shares which may be purchased by Mr. Stebbins pursuant to
an option which is currently exercisable.
(10) Consists of 13,572 shares which may be purchased by Mr. Tocci pursuant to
an option which is currently exercisable.
(11) Includes 49,800 shares which may be purchased by executive officers and
Directors of the Company pursuant to options granted by the Company from
January 15, 1993 through May 10, 1995. These options are currently
exercisable.
-8-
<PAGE>
INFORMATION CONCERNING EXECUTIVE OFFICERS
The following table sets forth certain information with respect to
the executive officers of the Company and its principal subsidiaries. A summary
of the background and experience of each executive officer, other than Mr.
Weiser, Mr. Blair, Mr. Bradley, Mr. Kasbar, and Mr. Stebbins is set forth in the
paragraphs following the table. The background and experience of Mr. Weiser, Mr.
Blair, Mr. Bradley, Mr. Kasbar and Mr. Stebbins are described in the section
captioned "Election of Directors." All executive officers serve at the
discretion of the Board of Directors.
NAME AND POSITION AGE AT YEAR FIRST BECAME
WITH THE COMPANY MARCH 31, 1996 EXECUTIVE OFFICER
- ----------------- -------------- -----------------
Ralph R. Weiser,
Chairman of the Board 70 1984
Jerrold Blair, President 58 1985
Phillip S. Bradley,
President of Advance 57 1986
Robert S. Tocci
Executive Vice President 42 1988
Carlos A. Abaunza, 36 1989
Chief Financial Officer and
Treasurer
Raymond A. Rossman, 56 1991
President of
World Fuel Services, Inc.
Michael J. Kasbar, Senior 39 1995
Vice President of the
Company, and Chief Executive
Officer of Trans-Tec
Services, Inc.
Paul K. Stebbins, Senior 39 1995
Vice President of the Company,
and Chief Operating Officer
of Trans-Tec Services, Inc.
- -------------------------------------------------------------------------------
ROBERT S. TOCCI has served as Executive Vice President since April 1995 and as
Senior Vice President and Chief Financial Officer of the Company from April 1988
through April 1995. From November 1988 through May 1989, he also served as
Treasurer of the Company.
-9-
<PAGE>
CARLOS A. ABAUNZA has served as Chief Financial Officer of the Company since
April 1995, as Treasurer since June 1989, and as Vice President of Finance since
April 1994. From June 1988 through April 1995 he served as Controller of the
Company.
RAYMOND A. ROSSMAN has served as President of World Fuel Services,
Inc., a subsidiary of the Company, since February 1995. He served
as Senior Vice President - International Sales and Supply of World
Fuel Services, Inc., from December 1991 until February 1995. From
1983 to 1991, Mr. Rossman served as General Manager - Fuel & Energy
for Pan American World Airways.
REPORTING REQUIREMENTS FOR DIRECTORS AND EXECUTIVE OFFICERS.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
the Company's Common Stock, to file with the Securities and Exchange Commission
and the New York Stock Exchange, Inc., reports of ownership and changes in
ownership of common stock and other equity securities of the Company. The
Company believes that, during the fiscal year ended March 31, 1996, all filings
required of its officers and directors were made on a timely basis, except that:
(i) one report, covering one transaction, was filed late by each of Michael
Kasbar, Paul Stebbins, and Myles Klein; (ii) two reports, covering two
transactions, were filed late by Jerrold Blair; and (iii) Celestin Durand
omitted to include a grant of stock options in a required monthly report, but he
reported the grant in his annual report at year end.
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<PAGE>
COMPENSATION OF OFFICERS
The following table sets forth the annual and long-term compensation
which the Company and its subsidiaries paid to those persons who were, on March
31, 1996, the chief executive officer and the five most highly compensated
executive officers of the Company, for services rendered in the fiscal years
ended March 31, 1996, March 31, 1995 and March 31, 1994.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- --------------------------
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------------
NAME AND FISCAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- ------------------ ------ -------- ------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Ralph R. Weiser, 1996 $262,000 $737,999 0 $85,400(1)
Chairman of the 1995 250,000 622,068 0 0
Board of Directors 1994 250,000 357,621 0 0
Jerrold Blair, 1996 262,000 737,999 0 85,400(1)
President 1995 250,000 622,068 0 0
1994 250,000 357,621 0 0
Phillip S. Bradley, 1996 399,500 75,000 0 6,900(2)
President of 1995 400,000 100,000 0 6,900(2)
Advance 1994 400,000 100,000 0 6,900(2)
Robert S. Tocci, 1996 187,200 25,000 37,500(3) 0
Executive Vice President 1995 145,000 20,000 0 0
1994 130,000 20,000 0 0
Michael Kasbar, 1996 163,450 0 0 0
Chief Executive Officer 1995 39,300(4) 0 37,500(4) 0
of Trans-Tec Services, 1994 0 0 0 0
Inc.
Paul Stebbins, 1996 163,450 0 0 0
Chief Operating Officer 1995 39,300(4) 0 37,500(4) 0
of Trans-Tec Services, 1994 0 0 0 0
Inc.
</TABLE>
- ----------------------------
(1) Represents a portion of the executive's cash compensation which has
been deferred pursuant to the terms of his employment agreement. See
"Certain Employment Agreements", below.
(2) Represents premiums paid by the Company on life insurance for Mr.
Bradley where the Company is not the beneficiary.
(3) Mr. Tocci's stock options vest over a three year period commencing May
10, 1995, the date of grant. Options to purchase 7,947 shares vested
in May 1996.
(4) Messrs. Kasbar and Stebbins became executive officers of the Company
in January 1995. Their stock options vest over a three year period
commencing January 3, 1995, the date of grant. Options to purchase
9,676 shares vested in January 1996 for each of Messrs. Kasbar and
Stebbins.
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<PAGE>
STOCK OPTION INFORMATION
In 1986 the Company adopted an Employee Stock Option Plan (the "Plan")
under the terms of which options to purchase Common Stock of the Company are
awarded to employees of the Company. The purpose of the Plan is to help attract
and retain superior personnel for positions of substantial responsibility with
the Company and to provide an additional incentive to officers and other key
employees of the Company upon whose judgment, initiative and efforts the success
and development of the Company's business depend.
OPTION GRANTS IN LAST FISCAL YEAR
The table below sets forth certain information pertaining to stock
options granted to the named executive officers during the fiscal year ended
March 31, 1996.
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES % OF TOTAL PRICE APPRECIATION FOR
UNDERLYING OPTIONS OPTION TERM
OPTIONS GRANTED IN EXERCISE
NAME GRANTED FISCAL YEAR PRICE EXPIRATION 5% 10%
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert S. Tocci 37,500 30.80% $12.58 May 10, 2005 $296,750 $752,045
</TABLE>
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<PAGE>
OPTIONS EXERCISED AND FISCAL YEAR END OPTION VALUES
The table below sets forth certain information pertaining to
stock options exercised by the named executive officers during the fiscal year
ended March 31, 1996, and the options held by the named executive officers as of
March 31, 1996.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SHARES UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED ON VALUE OPTIONS AT FISCAL OPTIONS AT FISCAL
NAME EXERCISE REALIZED (1) YEAR-END YEAR-END(2)
- ---------------------------------------------------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Ralph R. Weiser 0 0 0 0 0 0
Jerrold Blair 0 0 0 0 0 0
Phillip S. Bradley 37,500 279,688 0 0 0 0
Robert S. Tocci 13,125 94,141 13,572 29,553 $104,052 $130,526
Michael Kasbar 0 0 9,676 27,824 64,507 185,493
Paul Stebbins 0 0 9,676 27,824 64,507 185,493
- -------------------------------------------------------------------
(1) The value realized upon exercise consists of the difference between (i)
the closing price of the Common Stock on the New York Stock Exchange
("NYSE") on the date of exercise, and (ii) the option exercise price.
(2) Based on a fair market value of $17 per share for the Common Stock, as
determined by using the closing price on the NYSE on March 31, 1996.
</TABLE>
CERTAIN EMPLOYMENT AGREEMENTS
On January 23, 1996, the Company's employment agreements with Mr.
Weiser and Mr. Blair were amended to extend the expiration of the agreements
from March 31, 2000 until March 31, 2001. Each agreement, as amended, provides
for an annual salary of $250,000, and annual bonus equal to 5% of the pre-tax
income of the Company in excess of $2,000,000.
The employment agreements limit the amount of each executive's
annual salary and bonus to the maximum amount which may be deducted under the
Internal Revenue Code (currently $1,000,000 per year). In March 1996, the
employment agreements were amended to provide that if in any year the cash
compensation payable to Mr. Blair or Mr. Weiser exceeds the $1,000,000 limit
described above,
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<PAGE>
the excess will be deferred and paid to the executive in a future year when such
compensation can be deducted by the Company for federal tax purposes. For the
fiscal year ended March 31, 1996, the Company deferred $85,400 in compensation
for each of Mr. Weiser and Mr. Blair. The deferred amounts will bear interest at
the prime rate until paid to the executives.
The employment agreements also provide that if the Company
terminates the employment of the executive for reasons other than death,
disability, or cause, or, if the executive terminates his employment with the
Company for good reason, including under certain circumstances, a change in
control of the Company, the Company will pay the executive compensation of up to
three times his average salary and bonus during the five year period preceding
his termination.
The employment agreements with Messrs. Weiser and Blair provide
that, upon expiration or termination of such agreements for any reason, the
executive shall not solicit or transact business with the Company's suppliers,
sales representatives or customers, and shall not compete with the Company,
for a period of three years following the date of expiration or termination,
in the states of Florida, Louisiana, Georgia, Delaware, Pennsylvania, New York,
California, Virginia, New Jersey, or Maryland, or any other state where the
Company collects or sells used oil, or in Singapore, Greece, South Korea,
England or Costa Rica, or any airport or seaport anywhere in the world that is
or has been serviced by the Company or its affiliates at any time since January
1, 1994.
The Company employs Phillip S. Bradley, President of Advance and
a Director of the Company, pursuant to an employment agreement which expires on
June 30, 2000. The agreement also provides that Mr. Bradley will serve as a
consultant to the Company from July 1, 2000 to June 30, 2007. Effective July 1,
1996, Mr. Bradley receives a salary of $500,000 per year. While he serves as a
consultant to the Company, Mr. Bradley will receive annual consulting fees of
$100,000 per year plus certain insurance benefits. The agreement prohibits Mr.
Bradley from competing with the Company's aviation fuel business for a period of
five years following the termination of his employment or consulting agreement
for any reason.
The principal terms of the Company's employment agreements with
Michael Kasbar and Paul Stebbins are set forth in the section of this Proxy
Statement titled "Transactions with Management and Others."
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL. The Compensation Committee of the Board of Directors
oversees the Company's executive compensation practices
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<PAGE>
and policies. By offering competitive base salaries, performance-based bonuses,
and equity interests in the Company through stock options, the Company expects
to attract outstanding individuals to its key management posts. The Compensation
Committee seeks to have each executive officer's compensation reflect the
Company's profitability as well as the officer's responsibilities and past
performance.
BASE SALARY. The base salary offered to executive officers by
the Company is competitive in relation to industry standards and corporations of
comparable size and complexity. The Company has employment contracts with each
of its executive officers, and these agreements provide for different levels of
base compensation. The employment agreements generally extend for terms of three
to five years, enabling the Company to stabilize levels of executive salaries.
BONUS COMPENSATION. All executive officers are eligible for
performance-based bonuses. The performance-based bonuses are typically
determined as a percentage of the Company's pre-tax earnings in excess of
predetermined goals. With respect to the Company's senior executives (including
the Chairman and President), the percentage of pre-tax earnings and the
predetermined goals are established within the officer's employment contract.
In situations where an employment contract does not specify the bonus formula,
the Chairman of the Board and the President of the Company determine the bonus.
STOCK OPTIONS. The Company offers stock options to its executive
officers in order to align the interests of the executive officers with those
of the stockholders and also to encourage the executive officers to become
substantial stockholders. Because stock options are awarded at market price, the
value of the stock options will increase according to the increase in the
Company's stock price. Therefore, the award of stock options has proven to be a
very successful long-term incentive for future performance. Grants to executive
officers are dependent upon many factors, including the individual's prior and
expected performance, impact upon the Company, level of position and
responsibility, and potential for promotion. The Company grants stock options
upon favorable individual employee evaluations, which are performed
periodically. In order for an executive officer to exercise the stock option,
the officer must remain in the employ of the Company at the time the stock
options vest, which is usually one to three years after the option is awarded.
John R. Benbow, Chairman
Myles Klein
Celestin A. Durand, III
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<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following persons served as members of the Compensation
Committee of the Board of Directors during the year ended March 31, 1996: Ralph
R. Feuerring, John R. Benbow, and Celestin A. Durand, III. None of the members
of the Compensation Committee were employees of the Company during the year
ended March 31, 1996.
STOCK PERFORMANCE GRAPH
In accordance with Securities and Exchange Commission
regulations, the following graph compares the cumulative total shareholder
return to the Company's stockholders, during the five year period ended March
31, 1996, to the Russell 2000 Index, the Standard & Poor's Transportation Index,
and to a group of issuers which, as of March 31, 1995, had similar market
capitalizations to that of the Company.
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<PAGE>
Comparison of Five Year Cumulative Total Return (1)
Among World Fuel Services Corporation, The Russell 2000 Index,
the Standard & Poor's Transportation Index and
Market Capitalization Group (2)
$33 ---------------------------------------------------------------
30 - International Recovery Corp. - -
-------------------
D 27 - The Russell Group Index - -
-------------------
O 24 - Similar Market Capitalization Group- -
L 21 - -
-----------------------------------------------------
L 18 - [INSERT CAMERA READY CHART -
-----------------------------------------------------
A 15 - IN PLACE OF THIS CHART] -
----------------------------------
R 12 - -
S 9 - -
6 - -
3 - -
1991 1992 1993 1994 1995 1996
================================================================================
3/91 3/92 3/93 3/94 3/95 3/96
- --------------------------------------------------------------------------------
World Fuel Services
Corporation 100 135 61 73 95 148
- --------------------------------------------------------------------------------
The Russell 2000 Index 100 121 139 154 163 211
- --------------------------------------------------------------------------------
Standard & Poor's
Transportation Index 100 132 149 158 163 210
- --------------------------------------------------------------------------------
1995 Similar Market
Capitalization Group 100 95 114 127 109 189
================================================================================
- -----------------
(1) Assumes that the value of the investment in the Company and each index was
$100 on March 31, 1991, and that all dividends are reinvested.
(2) In 1995, in lieu of using the Standard & Poor's Transportation Index, the
Company compared its stock performance to a group of issuers which, as of
March 31, 1995, had similar market capitalizations to that of the
Company. These companies are: Dreco Energy Services, Ltd.; Ethical
Holdings, Ltd; Jones Medical Industries, Inc.; Seacoast Banking Corp. of
Florida; Treadco, Inc.; Pope Resources Delaware, L.P.; First Knox Banc
Corp.; Boston Acoustics, Inc.; Aer Energy Resources, Inc.; and Tasty
Baking Company. In future years, the Company intends to compare its
stock performance to the Standard & Poor's Transportation Index instead
of a group of issuers with similar market capitalizations.
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<PAGE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Two of the Company's subsidiaries lease premises in New Orleans,
Louisiana and Plant City, Florida from a trust established for the benefit of
the children of Jerrold Blair, the President and a Director of the Company. The
base annual rent under each lease is $48,120 per year, which amount will
increase by 5% annually. The leases expire in August 2001. The Company has an
option to purchase the properties at the current market value at any time during
the lease term. For purposes of the purchase option, the market value of the
land will be determined by independent appraisals to be obtained by the lessor
and the Company. Management of the Company believes that the terms of the
existing leases are no less favorable to the Company than those which could
have been obtained in arm's length transactions.
In January 1995, the Company and its subsidiary, Trans-Tec Delaware,
acquired substantially all of the assets and assumed certain liabilities of
Trans-Tec New York, and stock and assets of its affiliated companies. At that
time, Michael Kasbar and Paul Stebbins were shareholders of Trans-Tec New York
and its affiliated companies. Messrs. Kasbar and Stebbins are now employed by
Trans- Tec Delaware, and are Directors and Executive Officers of the Company.
See "Election of Directors."
The aggregate purchase price for the Trans-Tec New York acquisition
was approximately $14,511,000 (excluding acquisition costs of $321,000), paid as
follows: (i) approximately $4,000,000 was paid in cash; (ii) the Company issued
four promissory notes (the "Notes") to the shareholders of Trans-Tec New York,
including Messrs. Kasbar and Stebbins, for an aggregate amount of $6,000,000;
and (iii) the Company issued shares of its Common Stock valued at $4,511,000. As
of June 28, 1996 the Company owed Mr. Stebbins and Mr. Kasbar $897,624 and
$937,080, respectively, under the Notes. The Notes bear interest at nine percent
per year. The Notes are payable in three equal installments of principal and
interest, due on January 3 of each year starting January 3, 1996. Of the Common
Stock issued by the Company in the acquisition, Mr. Kasbar received 141,413
shares and Mr. Stebbins received 136,131 shares. As a condition of the
transaction, the Company also agreed to: (1) appoint Messrs. Kasbar and Stebbins
to serve as Directors of the Company, and (2) appoint Messrs. Kasbar and
Stebbins Senior Vice Presidents of the Company in January 1996.
Messrs. Kasbar and Stebbins signed employment agreements with
Trans-Tec Delaware under the terms of which each will be employed through 1997,
at base salaries of $150,000 for 1995, $175,000 for 1996 and $200,000 for 1997.
Each is also entitled to receive an annual bonus equal to 5% of the pre-tax
profits of the Company's marine fuel division in excess of $3,500,000 for 1995
and 1996, and $4,000,000 for 1997. In addition, Messrs. Kasbar and Stebbins
each received an option to purchase 37,500 shares of the
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<PAGE>
Company's Common Stock, at an exercise price of $10.33 per share. The employment
agreements prohibit each of Messrs. Kasbar and Stebbins from competing with the
Company during a period of two years following the termination of his employment
(for any reason), in the areas where the Company conducts its business.
COMPANY'S RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm selected by the Board of Directors of the
Company for the fiscal year ending March 31, 1997, is Arthur Andersen LLP. This
accounting firm is expected to have a representative present at the Annual
Meeting. This representative will be available to answer appropriate questions
and will be given an opportunity to make a statement, if he so desires.
PROPOSALS FOR THE 1997 ANNUAL MEETING
In order to be considered for inclusion in the Proxy Statement for
the 1997 Annual Meeting, shareholders' proposals must be received at the
principal office of the Company, 700 South Royal Poinciana Blvd., Suite 800,
Miami Springs, Florida 33166, Attention: Secretary, no later than March 1, 1997.
OTHER MATTERS
Management is not aware of any other matters to be presented for
action at the Annual Meeting. IF, HOWEVER, ANY OTHER MATTERS COME BEFORE THE
ANNUAL MEETING, THE PERSONS NAMED AS PROXIES WILL VOTE ON SUCH MATTERS IN
ACCORDANCE WITH THEIR BEST JUDGMENT.
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<PAGE>
PROXY
Annual Meeting of Shareholders
of WORLD FUEL SERVICES CORPORATION
To Be Held On August 19, 1996
The undersigned hereby appoints Ralph R. Weiser and Jerrold Blair, and each
of them severally, as proxies, each with the power to appoint a substitute, and
to vote, as designated on the reverse side, all of the shares of Common Stock of
World Fuel Services Corporation held of record on July 18, 1996 by the
undersigned at the Annual Meeting of Shareholders to be held on August 19, 1996,
or any adjournment or postponement thereof.
(Continued and to be Signed on Reverse Side)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Proposal 1 Election of Directors: [ ] FOR [ ] WITHHOLD
Nominees: Ralph R. Weiser
Jerrold Blair
Celestin A. Durand, III
Ralph R. Feuerring
John R. Benbow
Phillip S. Bradley
Myles Klein
Michael J. Kasbar
Paul H. Stebbins
Instruction: To withhold authority to vote for an individual
nominee, strike a line through the nominee's name
in the list above. IF AUTHORITY IS NOT SO WITHHELD,
THE PROXY WILL BE VOTED TO ELECT ALL NOMINEES.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
FOR ALL NOMINEES.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
We have enclosed an envelope for your convenience in returning your proxy.
SIGNATURE__________________DATE___________SIGNATURE________________DATE_______
NOTE: Please sign name(s) exactly as shown above. When signing as
executor, administrator, trustee or guardian, give the title as
such. When shares have been issued in names of two or more persons
all should sign.
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