SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TRANSPORT CORPORATION OF AMERICA, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(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 transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined.):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
<PAGE>
[TRANSPORT AMERICA LOGO]
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 1998
------------------
Notice is hereby given that the Annual Meeting of Shareholders of
Transport Corporation of America, Inc. will be held at the Decathlon Hotel and
Athletic Club, 1700 East 79th Street, Bloomington, Minnesota, on Thursday, May
21, 1998 at 2:30 p.m. for the following purposes:
1. To elect a Board of Directors.
2. To ratify and approve the selection of independent public
accountants for the current year.
3. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 30, 1998 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
By Order of the Board of Directors,
Rosalyn A. Hennen
SECRETARY
Eagan, Minnesota
April 10, 1998
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR
PROXY ON THE ENCLOSED PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON.
SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON
IF THEY SO DESIRE.
<PAGE>
TRANSPORT CORPORATION OF AMERICA, INC.
1769 YANKEE DOODLE ROAD
EAGAN, MN 55121
------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1998
------------------
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Transport Corporation of America, Inc. (the
"Company") of proxies for the Annual Meeting of Shareholders of the Company to
be held at the Decathlon Hotel and Athletic Club, 1700 East 79th Street,
Bloomington, Minnesota, on Thursday, May 21, 1998 at 2:30 p.m. Central Daylight
Time, or any adjournment or adjournments thereof. This Proxy Statement and the
enclosed proxy card are being mailed to shareholders on or about April 10, 1998.
The Company's Annual Report for the fiscal year ended December 31, 1997,
including audited financial statements, is being mailed to shareholders
concurrently with this Proxy Statement.
The total number of shares outstanding and entitled to vote at the meeting
as of March 30, 1998 consists of 6,705,574 shares of $.01 par value Common
Stock. Each share of Common Stock is entitled to one vote and there is no
cumulative voting. Only shareholders of record at the close of business on March
30, 1998 will be entitled to vote at the Annual Meeting. The presence in person
or by proxy of holders of a majority of the shares of stock entitled to vote at
the Annual Meeting of Shareholders constitutes a quorum for the transaction of
business.
Shares represented by proxies properly signed, dated and returned will be
voted at the Annual Meeting in accordance with the instructions set forth
therein. If a proxy is properly signed but contains no such instructions, the
shares represented thereby will be voted FOR the director nominees, FOR the
appointment of the auditors and at the discretion of the proxy holders as to any
other matters which may properly come before the Annual Meeting.
Abstentions will be treated as shares that are present and entitled to vote
for purposes of determining the presence of a quorum and in tabulating votes
cast on proposals presented to shareholders, but as unvoted for purposes of
determining the approval of the matter. Consequently, an abstention will have
the same effect as a negative vote. If a broker indicates on the proxy that it
does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter.
<PAGE>
Each proxy may be revoked at any time before it is voted by executing and
returning a proxy bearing a later date, by giving written notice of revocation
to the Secretary of the Company or by attending the Annual Meeting and voting in
person.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company is currently composed of seven
members, six of whom are nominees for election at the Annual Meeting. It is the
recommendation of the Company's Board of Directors that the six nominees named
below be reelected as directors, to serve as directors until the next Annual
Meeting of Shareholders and until their successors shall be duly elected as
directors. Mr. Dennis M. Mathisen, a current director, will resign from the
Board at this year's Annual Meeting. Mr. Robert J. Meyers was appointed to the
Board in July 1997, and Mr. William D. Slattery was appointed to the Board
effective April 1998.
Unless otherwise directed, the proxies solicited by the Board of Directors
will be voted for the election as directors of the nominees named below. The
Company believes that each nominee named below will be able to serve; but should
any nominee be unable to serve as a director, the persons named in the proxies
have advised that they will vote for the election of such substitute nominee as
the Board may propose.
The names and ages of the nominees, and their principal occupations and
tenure as directors, are set forth below based upon information furnished to the
Company by the nominees.
<TABLE>
<CAPTION>
DIRECTOR
NAME AND AGE PRINCIPAL OCCUPATION SINCE
- ---------------------------- ------------------------------------------------------------------- ---------
<S> <C> <C>
James B. Aronson (59) Chairman of the Board of Directors since 1997; Chief Executive 1984
Officer of the Company since August 1984; President of the
Company from August 1984 to June 1994 and June 1996 to May
1997; Prior to August 1984, President and Chief Operating
Officer of Overland Express, Inc.
Anton J. Christianson (45) Managing General Partner of Cherry Tree Investment, Inc. (a 1987
venture capital investment company) since October 1980; Director
of Fourth Shift Corporation and TRO Learning, Inc.
Michael J. Paxton (51) Chairman, President and Chief Executive Officer of O-Cedar 1995
Brands, Inc. since January 1996; President and Chief Executive
Officer of
<PAGE>
Haagen-Dazs Company, Inc. (a subsidiary of Grand
Metropolitan PLC) from 1992 through 1995; President of the
Baked Goods Division of Pillsbury Company (a subsidiary of
Grand Metropolitan PLC) from 1989 to 1992;
Director of Epitope, Inc. (a medical diagnostics company in
Beaverton, Oregon).
Kenneth J. Roering (55) Pillsbury Company -- Paul S. Gerot Chair in Marketing and 1992
Professor of Marketing in the Carlson School of Management at
the University of Minnesota since September 1981; Director of
TSI, Inc., Sheldahl, Inc., Arctic Cat Inc. and IPI, Inc.
Robert J. Meyers (44) President and Chief Operating Officer of the Company since 1997
May 1997, Chief Financial Officer of the Company since January,
1993, and Chief Information Officer of the Company since
January, 1992. Prior to joining the Company, Mr. Meyers was
founder and President of MicroMation, Inc., a Minneapolis/St.
Paul based software development company from February, 1982
to January, 1992. During this same period, he founded and
served as a certified public accountant with Meyers and Meyers,
Ltd.
William D. Slattery (55) Chairman of the Cargo Division of Northwest Airlines 1998
Corporation since 1994. Prior to 1994, Mr. Slattery held positions
at Northwest Airlines Corporation as Executive Vice President,
International, from 1992 to 1994 and as Executive Vice President,
Operations, from 1988 to 1992.
</TABLE>
VOTE REQUIRED. The affirmative vote of a majority of the shares of the
Company's Common Stock represented at the meeting in person or by proxy is
required for the election of the nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
NOMINEE.
MEETINGS. During fiscal 1997, the Board of Directors met six times. Each
director attended more than 75% of the meetings of the Board of Directors and
any committee on which he served.
BOARD COMMITTEES. The Board of Directors has established an Audit Committee
and a Compensation Committee. The Audit
<PAGE>
Committee, which met one time during the last fiscal year, is currently composed
of Messrs. Christianson (Chairman), Mathisen and Roering. The Audit Committee
meets with the Company's independent auditors and representatives of management
to review the internal and external financial reporting of the Company, reviews
the scope of the internal auditors' examination, considers comments by the
auditors regarding internal controls and accounting procedures and management's
response to these comments and approves any material non-audit services to be
provided by the Company's independent auditors.
The Compensation Committee, which met one time during the last fiscal year,
is currently composed of Messrs. Roering (Chairman), Paxton and Mathisen. The
Compensation Committee reviews and makes recommendations to the Board of
Directors regarding salaries, compensation, stock options and benefits of
officers and employees. The Board of Directors has established a Stock Grant
Subcommittee of the Compensation Committee, currently composed of Messrs.
Mathisen and Paxton, for the purpose of granting awards under the Company's 1986
Employee Stock Option Plan and its 1995 Stock Plan.
The Company does not have a nominating committee.
DIRECTOR COMPENSATION. Each non-employee member of the Board of Directors
receives $1,500 per month, plus $1,000 per meeting, as compensation for his
service. Non-employee directors are also reimbursed for certain expenses in
connection with attendance at Board and committee meetings. In addition,
pursuant to the Company's 1995 Stock Plan, each non-employee director of the
Company automatically receives annually on the date of election or reelection as
a director an option to purchase 4,000 shares of the Company's Common Stock at
an option price equal to the fair market value of the Company's Common Stock on
the date that the option is granted. All such options vest immediately and are
exercisable at any time during the five year term or within 30 days of the date
when the director terminates his service as a director, whichever period is
shorter. The Board may, in appropriate circumstances, waive or modify the
requirement that a director exercise an option within 30 days of the date when
the director's services as a director terminate. The 1995 Stock Plan also
permits granting of additional or alternative options to directors at the
discretion of the Board.
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER INFORMATION
The following table shows, for fiscal years 1997, 1996 and 1995, the cash
compensation paid by the Company, as well as certain other compensation paid or
accrued for those years, to James B. Aronson, the Company's Chief Executive
Officer, and to the one other executive officer of the Company whose total cash
compensation exceeded $100,000 during 1997 (together with Mr. Aronson, the
"Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------- -------------
STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) OPTIONS (#) COMPENSATION ($)(2)
- ------------------------------- ------ ------------ -------------- ------------- --------------------
<S> <C> <C> <C> <C> <C>
James B. Aronson 1997 260,000 13,000 -0- 1,480,474
Chairman and Chief 1996 250,000 -0- 12,387 1,500
Executive Officer 1995 240,000 57,600 -0- 2,290
Robert J. Meyers 1997 200,000 10,000 -0- 1,600
President, Chief Operating 1996 190,000 -0- 9,290 1,500
Officer, Chief 1995 180,000 43,200 -0- 2,093
Financial Officer
and Chief Information Officer
</TABLE>
- ------------------
(1) Represents a bonus earned in the year indicated but paid in the following
year.
(2) Represents Company contributions to the Company's 401(k) Retirement Plan.
For fiscal 1997, includes $1,478,874 deemed compensation to Mr. Aronson
resulting from an exercise of warrants; see duplicate disclosure in the
Aggregated Option/Warrant Exercises table below.
<PAGE>
STOCK OPTIONS
No options were granted to the Named Executives in fiscal 1997. The
following table sets forth information with respect to the Named Executives
concerning the exercise of options during 1997 and unexercised options held as
of December 31, 1997:
AGGREGATED OPTION/WARRANT EXERCISES
AND DECEMBER 31, 1997 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT 12/31/97 (#) AT 12/31/97 ($)(1)
ACQUIRED VALUE ------------------------------- ---------------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------ ---------------- ------------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
James B. Aronson 127,875 1,478,874 34,129 8,258 298,449 34,023
Robert J. Meyers -0- -0- 70,596 6,194 742,881 25,519
</TABLE>
- ------------------
(1) Based on a market price of $15.75 per share of Common Stock on December 31,
1997.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the Company's executives are made by the
Compensation Committee of the Board consisting of Messrs. Roering (Chairman),
Mathisen and Paxton. All decisions by the Compensation Committee relating to the
compensation of the Company's executive officers were during 1997 and will in
1998 be reviewed by the full Board. Pursuant to rules promulgated by the
Securities and Exchange Commission ("SEC") designed to enhance disclosure of
companies' policies with regard to executive compensation, set forth below is a
report submitted by the Compensation Committee addressing the Company's
compensation policies for 1997 as they affected Mr. Aronson, the Company's Chief
Executive Officer and Mr. Meyers, the executive officer other than the Chief
Executive Officer who, for 1997, was the Company's only executive officer whose
compensation exceeded $100,000 (together with Mr. Aronson, the "Named
Executives"). The following report shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 (the "1933 Act") or the Securities
Exchange Act of 1934 (the "1934 Act"), except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under the 1933 Act or the 1934 Act.
COMPENSATION PHILOSOPHY. The Compensation Committee's executive
compensation policies are designed to reflect the following objectives: payment
for actual performance; attraction and retention of executives who contribute to
the success of the Company; payments commensurate with the best companies in the
truckload industry; and alignment of the interests of management with those of
stockholders.
<PAGE>
BASE SALARY. The Compensation Committee annually reviews each officer's
salary, including those of the Named Executives. In determining the base salary
levels, the Compensation Committee considers levels of responsibility,
experience, equity, external pay practices and industry trends. With respect to
external pay practices, the Compensation Committee reviews the base salaries
paid by the Company to a survey of national, public transportation companies.
The Company attempts to maintain base salary levels which it believes allows the
Company to attract and retain the quality of executive talent needed.
ANNUAL BONUS. The Compensation Committee established the 1997 Executive
Compensation Plan, an annual bonus plan for the Company's management, including
the Named Executives, for 1997. Under this plan, the Named Executives were
eligible to receive an annual bonus based on improvement of the Company's actual
operating ratio over pre-established minimum and target operating ratios. The
amount of bonuses were scheduled to increase as the operating ratios improved up
to a maximum of approximately 50% of base salary. For fiscal 1997, the minimum
operating ratio was met and bonuses of $13,000 and $10,000 were paid in 1998 to
Messrs. Aronson and Meyers, respectively.
LONG-TERM INCENTIVES. To align the interests of management with those of
shareholders the Compensation Committee has, using the information obtained from
a national accounting and consulting firm, instituted a long-term incentive
program which consists of options to be granted to Named Executives upon
achieving or exceeding a target operating ratio. Once the target operating ratio
is met or exceeded, the Board grants a fixed number of options under a formula
based on current stock valuation and base pay. To foster a longer-term
perspective, stock options typically vest over a three year period. In 1997, the
pre-established operating ratio was not met and no options were granted.
OTHER COMPENSATION PROGRAMS. The Company maintains certain broad-based
employee benefit plans in which its executive officers, including the Named
Executives, have been permitted to participate, including retirement, life and
health insurance plans. The Company's retirement plan consists of a 401(k)
employee saving plan which allows employees to make pre-tax contributions, and
in which the Company may, at its discretion, match a portion of the employee
contributions. During 1997, the Company contributed amounts equal to one-fourth
of the employee deferrals, up to 1% of each participant's compensation. Other
non-cash compensation benefits are provided to the Named Executives. None of
these benefits are directly or indirectly tied to the Company's performance. In
1996, the Company instituted an Employee Stock Purchase Plan which allows all
Company employees who meet certain eligibility requirements to purchase Company
stock at a discount from market. Mr. Meyers is eligible to participate in the
Plan.
MR. ARONSON'S 1997 COMPENSATION. Mr. Aronson's base salary for 1997, which
was determined on the same basis as the other Named Executives, was $260,000,
which was set at the low end of the competitive scale of chief executive
officer compensation for comparable companies. Mr. Aronson received a bonus
under the 1997 Executive Compensation Plan as described above. Mr. Aronson also
recognized $1,478,874 as taxable income resulting from the exercise in 1997 of
a warrant granted in 1992, even though Mr. Aronson did not sell any of the
purchased shares. The Company is able to take a deduction on its 1997 tax
returns with respect to the entire amount recognized by Mr. Aronson.
<PAGE>
SUBMITTED BY THE COMPENSATION COMMITTEE
OF THE COMPANY'S BOARD OF DIRECTORS
Kenneth J. Roering Dennis M. Mathisen Michael J. Paxton
PERFORMANCE GRAPH
In accordance with the rules of the SEC, the following performance graph
compares performance of the Company's Common Stock on the Nasdaq National Market
to the S&P 500 Index and to the ABS Truckload Index prepared by Alex. Brown &
Sons Incorporated. The graph compares the cumulative total return from November
4, 1994 (the date of the Company's initial public offering) to December 31, 1997
on $100 invested on November 4, 1994, assumes reinvestment of all dividends and
has been adjusted to reflect stock splits. The performance graph is not
necessarily indicative of future investment performance.
[GRAPHIC]
COMPARISON OF CUMULATIVE TOTAL RETURN
TCAM Standard & Poor's ABS Truckload Index
11/4/94 100 100 100
12/30/94 86.36 99 94
3/31/95 102.27 108 86
6/30/95 98.86 118 82
9/29/95 122.73 126 80
12/29/95 104.55 133 79
3/29/96 120.46 140 90
6/28/96 114.77 145 97
9/30/96 102.27 148 94
12/31/96 97.73 164 92
3/31/97 121 167 96
6/30/97 122.7 192 114
9/30/97 140.9 204 124
12/31/97 143.2 203 121
COMPARISON OF CUMULATIVE TOTAL RETURN
The performance graph above shall not be deemed incorporated by reference
by any general statement incorporating by reference this Proxy Statement into
any filing under the 1933 Act or the 1934 Act, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under the 1933 Act or the 1934 Act.
<PAGE>
BENEFICIAL OWNERSHIP OF
COMMON STOCK
The following table presents information provided to the Company as to the
beneficial ownership of the Company's Common Stock as of March 20, 1998 by (i)
the only shareholders known to the Company to hold 5% or more of such stock,
(ii) each of the directors and Named Executives of the Company and (iii) all
directors and officers as a group. Unless otherwise indicated, all shares
represent sole voting and investment power.
<TABLE>
<CAPTION>
PERCENT OF
COMMON STOCK OUTSTANDING SHARES
BENEFICIAL OWNERS BENEFICIALLY OWNED OF COMMON STOCK
- ------------------------------------------- -------------------- -------------------
<S> <C> <C>
James B. Aronson(1) ....................... 589,284 8.8%
1769 Yankee Doodle Road
Eagan, MN 55121
Anton J. Christianson(2) .................. 546,487 8.2%
Centennial Lakes Office Park
7601 France Avenue South
Edina, MN 55435
Cowen & Company(4) ........................ 652,000 9.7%
Financial Square, 31st Floor
New York, NY 10005
Wellington Management Co LLP(4) ........... 556,100 8.3%
75 State Street
Boston, MA 02109
Central Securities Corporation ............ 533,757 8.0%
375 Park Avenue
New York, NY 10152
Franklin Mutual Advisers, Inc.(4) ......... 385,000 5.7%
777 Mariners Island Blvd.
San Mateo, CA 94404
T. Rowe Price Associates Inc.(4) .......... 624,500 9.3%
100 East Pratt Street
Baltimore, MD 21202
Dennis M. Mathisen(1)(3) .................. 142,112 2.1%
Michael J. Paxton(1) ...................... 7,200 *
Kenneth J. Roering(1) ..................... 99,750 1.5%
Robert J. Meyers(1) ....................... 153,908 2.3%
William D. Slattery ....................... -0-
All officers and directors as a group
(7 persons)(1)(2)(3) ..................... 1,538,741 22.6%
</TABLE>
- ------------------
* Less than 1%
<PAGE>
(1) Includes the following shares for the indicated individual which may be
purchased within 60 days from the date hereof pursuant to the exercise of
outstanding options or warrants: Mr. Aronson, 27,008; Mr. Meyers, 36,192;
Mr. Mathisen, 6,000; Mr. Paxton, 6,000; Dr. Roering, 28,500 shares; all
officers and directors as a group, 103,700.
(2) 535,548 shares indicated as being owned by Mr. Christianson are owned by
Cherry Tree Ventures III, a limited partnership, of which Mr. Christianson
is a managing general partner. As such, he is deemed to beneficially own
such shares.
(3) Includes 16,700 shares of Common Stock held by Marshall Financial Group,
Inc., a corporation in which Mr. Mathisen is a shareholder, director and
executive officer. Also includes 112,200 shares held by an entity controlled
by Mr. Mathisen's wife.
(4) Based on information contained in a Schedule 13G filed with the Securities
and Exchange Commission.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon its review of Forms 3, 4 and 5 and any amendments thereto
furnished to the Company pursuant to Section 16 of the 1934 Act, the Company
believes all of such forms were filed on a timely basis by reporting persons
during the fiscal year ended December 31, 1997, except that Messrs. Aronson and
Roering filed a late Form 4 for the exercise of warrants.
PROPOSAL 2
APPROVAL OF AUDITORS
KPMG Peat Marwick LLP, independent certified public accountants, were the
auditors for the Company for fiscal 1997 and have been reappointed by the Board
of Directors, upon recommendation of the Audit Committee, as the Company's
auditors for the current fiscal year and shareholder approval of the appointment
is requested. In the event the appointment of KPMG Peat Marwick LLP is not
approved by the shareholders, the Board of Directors will make another
appointment to be effective at the earliest feasible time.
A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting of Shareholders and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF KPMG PEAT
MARWICK LLP.
SHAREHOLDER PROPOSALS
The proxy rules of the Securities and Exchange Commission permit
shareholders, after timely notice to a company, to present proposals for
shareholder action in a company's proxy statement where such proposals are
consistent with applicable law, pertain to matters appropriate for shareholder
action and are not properly omitted by corporate action in accordance with the
proxy rules. The Company's Annual Meeting of Shareholders for the fiscal year
ended December 31, 1998 is expected to be held on or about May 21, 1999 and
proxy materials in connection with that meeting are expected to be mailed on or
<PAGE>
about April 10, 1999. Shareholder proposals prepared in accordance with the
proxy rules must be received by the Company on or before December 11, 1998.
METHOD OF PROXY SOLICITATION
The entire cost of preparing, assembling, printing and mailing the Notice
of Annual Meeting of Shareholders, this Proxy Statement, the proxy itself, and
the cost of soliciting proxies relating to the meeting will be borne by the
Company. In addition to use of the mails, proxies may be solicited by officers,
directors, and other regular employees of the Company by telephone, telegraph,
or personal solicitation, and no additional compensation will be paid to such
individuals. The Company will, if requested, reimburse banks, brokerage houses,
and other custodians, nominees and certain fiduciaries for their reasonable
expenses incurred in mailing proxy material to their principals.
OTHER MATTERS
The Board of Directors knows of no business other than that described
herein that will be presented for consideration at the Annual Meeting. If,
however, other business shall properly come before the meeting, the persons in
the enclosed form of proxy intend to vote the shares represented by said proxies
on such matters in accordance with their judgment in the best interest of the
Company.
The Annual Report of the Company for the past fiscal year is enclosed
herewith and contains the Company's Consolidated Financial Statements for the
fiscal year ended December 31, 1997. A copy of Form 10-K, the Annual Report
filed by the Company with the Securities and Exchange Commission, will be
furnished without charge to any shareholder who requests it in writing from the
Company, at the address noted on the first page of this Proxy Statement.
By Order of the Board of Directors,
Rosalyn A. Hennen
SECRETARY
<PAGE>
APPENDIX
PROXY
TRANSPORT CORPORATION OF AMERICA, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 1998
The undersigned hereby appoints James B. Aronson and Kenneth J. Roering, or
either of them, as proxies with full power of substitution, to vote all shares
of stock of Transport Corporation of America, Inc. of record in the name of the
undersigned at the close of business on March 30, 1998 at the Annual Meeting of
Shareholders to be held on May 21, 1998 at 2:30 p.m., or any adjournment or
adjournments, hereby revoking all former proxies.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO TO VOTE FOR ALL
THE CONTRARY BELOW) NOMINEES LISTED BELOW
JAMES B. ARONSON MICHAEL J. PAXTON ROBERT J. MEYERS
ANTON J. CHRISTIANSON KENNETH J. ROERING WILLIAM D. SLATTERY
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE FOR BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.)
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK, LLP, AS INDEPENDENT
PUBLIC ACCOUNTANTS.
[ ] For [ ] Against [ ] Abstain
(CONTINUED ON OTHER SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON ANY OTHER
MATTERS COMING BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSALS (1), (2)
AND (3) IN ACCORDANCE WITH THE SPECIFICATIONS MADE AND "FOR" SUCH PROPOSALS IF
THERE IS NO SPECIFICATION.
Dated: ------------------- , 1998
--------------------------
Signature
--------------------------
Signature if held jointly
Please sign exactly as
name(s) are shown at left.
When signing as executor,
administrator, trustee, or
guardian, give full title
as such; when shares have
been issued in names of two
or more persons, all should
sign.
