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 Section 240.14a-11(c) or
Section 240.14a-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)(1)
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 20, 1999
---------------
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
20, 1999 at 1:30 p.m. for the following purposes:
1. To elect a Board of Directors.
2. 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 25,
1999 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 12, 1999
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 20, 1999
---------------
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 20, 1999 at 1:30 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 12, 1999.
The Company's Annual Report for the fiscal year ended December 31,
1998, 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 25, 1999 consists of 7,898,201 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
25, 1999 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 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 and will not affect the outcome of the vote.
However, since brokers have discretionary
1
<PAGE>
authority to vote on the election of directors, broker non-votes with respect to
the election of directors will have the effect of negative votes.
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 six
members, all 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.
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 (60) Chairman of the Board of Directors since May 1997; 1984
Chief Executive 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 (46) Managing General Partner of Cherry Tree 1987
Investments, Inc. (a venture capital investment
company) since October 1980; Director of Fourth
Shift Corporation, TRO Learning, Inc. and
Peoples Educational Holdings, Inc.
Michael J. Paxton (52) President of First Alert, Inc. (manufacturer of 1995
home safety products; a subsidiary of Sunbeam
Corporation) since September 1998; Chairman,
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
President and Chief Executive Officer of
O-Cedar Brands, Inc. (a household cleaning
products company) from January 1996 to June
1998; President and Chief Executive Officer
of 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 (56) Pillsbury Company - Paul S. Gerot Chair in Marketing 1992
and 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 (45) President and Chief Operating Officer of the Company 1997
since May 1997; Chief Financial Officer of the Company
since January 1993 to July 1998 and since December
1998; 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 (56) President of Shamrock Business Group, Inc., a Minneapolis 1998
MN, based consulting and investment company since
October 1997; Chairman of the Cargo Division of
Northwest Airlines Corporation from 1994 to April 1998.
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 and
entitled to vote is required for the election of the nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
ELECTION OF EACH NOMINEE.
MEETINGS. During fiscal 1998, the Board of Directors met eight times.
Each director attended more than 75% of the meetings of the Board of Directors
and any committee on which he served, except Mr. Dennis M. Mathisen who attended
one of the four Board meetings held in fiscal 1998 prior to his retirement from
the Board on May 21, 1998.
3
<PAGE>
BOARD COMMITTEES. The Board of Directors has established an Audit
Committee and a Compensation Committee. The Audit Committee, which met twice
during the last fiscal year, is currently composed of Messrs. Christianson
(Chairman), Slattery 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 Slattery.
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.
Roering and Paxton, for the purpose of granting awards under the Company's 1986
Employee Stock Option Plan and its 1995 Stock Plan. The Stock Grant Subcommittee
met one time during the last fiscal year.
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.
4
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER INFORMATION
The following table shows, for fiscal years 1998, 1997 and 1996, 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 other executive officers of the Company whose
total cash compensation exceeded $100,000 during 1998 (together with Mr.
Aronson, the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------- ------------
Stock All Other
Name and Principal Position Year Salary ($) Bonus($)(1) Options (#) Compensation($)(2)
- --------------------------- ---- ---------- ----------- ----------- ------------------
<S> <C> <C> <C> <C> <C>
James B. Aronson 1998 300,000 39,000 20,000 1,600
Chairman and Chief 1997 260,000 13,000 -0- 1,480,474
Executive Officer 1996 250,000 -0- 12,387 1,500
Robert J. Meyers 1998 250,000 32,500 20,000 1,600
President, Chief Operating 1997 200,000 10,000 -0- 1,600
Officer, Chief 1996 190,000 -0- 9,290 1,500
Financial Officer
and Chief Information
Officer
Michael D. Kandris (3) 1998 100,109 -0- 20,000 -0-
Former Executive Vice President
and Chief Financial Officer
</TABLE>
- ---------------------------
(1) Represents a bonus earned in the previous year but paid in the year in
which the amount is set forth in the table above.
(2) Represents Company contributions to the Company's 401(k) Retirement
Plan. For fiscal 1997, includes $1,478,874 deemed compensation to Mr.
Aronson resulting from an exercise of warrants.
(3) Mr. Kandris joined the Company in July 1998 from North Star Transport,
Inc. as a result of the Company's acquisition of that company. He
resigned in December 1998.
5
<PAGE>
STOCK OPTIONS
The following table contains information concerning individual grants
of stock options to each of the Named Executives during the last fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------
PERCENT OF TOTAL MARKET POTENTIAL REALIZABLE VALUE
OPTIONS OPTIONS GRANTED TO PRICE AT ASSUMED ANNUAL RATES OF
GRANTED EMPLOYEES IN EXERCISE ON GRANT EXPIRATION STOCK PRICE APPRECIATION
NAME (#)(1) FISCAL YEAR PRICE ($) DATE ($) DATE FOR OPTION TERM($)
---- ------- ------------------ --------- -------- ---------- --------------------------
5% 10%
-- ---
<S> <C> <C> <C> <C> <C> <C> <C>
James B. Aronson 20,000 25% 10.438 10.438 9/16/03 57,677 127,450
Robert J. Meyers 20,000 25% 10.438 10.438 9/16/03 57,677 127,450
Michael D. Kandris(2) 20,000 25% 10.438 10.438 N/A N/A N/A
</TABLE>
- -----------------
(1) Becomes exercisable with respect to one-third of the shares of Common
Stock subject to the option on September 16, 1999, 2000 and 2001.
(2) Mr. Kandris resigned in December 1998. None of his options vested and
all options have now terminated.
The following table sets forth information with respect to the Named
Executives concerning the exercise of options during 1998 and unexercised
options held as of December 31, 1998:
AGGREGATED OPTION EXERCISES
AND DECEMBER 31, 1998 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
UNDERLYING UNEXERCISED THE-MONEY OPTIONS
SHARES OPTIONS AT 12/31/98 (#) AT 12/31/98 ($)(1)
ACQUIRED VALUE ------------------------ ------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James B. Aronson 11,250 147,375 27,008 24,129 52,785 32,788
Robert J. Meyers 37,500 538,125 36,194 23,096 81,823 32,401
- ----------------------
</TABLE>
(1) Based on a market price of $12.00 per share of Common Stock on December
31, 1998.
6
<PAGE>
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),
Paxton and Slattery. All decisions by the Compensation Committee relating to the
compensation of the Company's executive officers were during 1998 and will in
1999 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 1998 as they affected Mr. Aronson, the Company's Chief
Executive Officer and Messrs. Meyers and Kandris, the executive officers other
than the Chief Executive Officer who, for 1998, were the Company's only
executive officers 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.
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 1998 Executive
Compensation Plan, an annual bonus plan for the Company's management, including
the Named Executives, for 1998. 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 1998, bonuses of
$39,000 and $32,500 were paid in 1999 to Messrs. Aronson and Meyers,
respectively. Mr. Kandris resigned prior to the payment of bonuses.
7
<PAGE>
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 1998, 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 1998, 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 1998 COMPENSATION. Mr. Aronson's base salary for 1998,
which was determined on the same basis as the other Named Executives, was
$300,000, 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 1998 Executive Compensation Plan as described above.
SUBMITTED BY THE COMPENSATION COMMITTEE
OF THE COMPANY'S BOARD OF DIRECTORS
Kenneth J. Roering Michael J. Paxton William D. Slattery
CERTAIN TRANSACTIONS
During fiscal 1998, the Company paid MicroMation, Inc. $193,362 for
information technology services. Robert J. Meyers, the Company's President, COO
and CFO, is the founder, former executive officer and current shareholder of
MicroMation, Inc.
8
<PAGE>
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, 1998 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.
COMPARISON OF CUMULATIVE TOTAL RETURN
[PLOT POINTS CHART]
Date TCAM Standard & Poor's ABS Truckload Index
11/4/94 100 100 100
12/30/94 83.5 99.1 97
6/30/95 95.6 119.2 85.1
12/29/95 101.1 134 87.5
6/28/96 111 148.2 112.1
12/27/96 89 165.2 115.6
12/26/97 140.7 205.4 155.3
6/26/98 149.5 237.7 181.8
12/31/98 105.5 243.9 201.2
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.
9
<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, 1999 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)........................ 581,413 7.3%
1769 Yankee Doodle Road
Eagan, MN 55121
Anton J. Christianson(2)................... 546,487 6.9%
Centennial Lakes Office Park
7601 France Avenue South
Edina, MN 55435
SG Cowen Securities Corporation(3)......... 535,000 6.8%
1221 Avenue of the Americas
New York, NY 10020
Wellington Management Company,
LLP (3)................................. 559,200 7.1%
75 State Street
Boston, MA 02109
Central Securities Corporation............. 533,757 6.8%
375 Park Avenue
New York, NY 10152
William I. Hagen(3)........................ 530,781 6.7%
112 - 2nd Street S.W.
P. O. Box 357
Roseau, MN 56751
T. Rowe Price Associates Inc. (3).......... 642,500 8.1%
100 East Pratt Street
Baltimore, MD 21202
Michael J. Paxton(1)....................... 11,200 *
Kenneth J. Roering(1)...................... 103,750 1.3%
Robert J. Meyers(1)........................ 158,695 2.0%
William D. Slattery(1)..................... 4,000 *
Michael D. Kandris(4)...................... 27,344 *
All officers and directors as a group
(11 persons)(1)(2)....................... 1,440,255 17.9%
</TABLE>
- ---------------------
* Less than 1%
10
<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, 31,137; Mr. Meyers,
39,290; Mr. Paxton, 10,000; Dr. Roering, 32,500 shares; Mr. Slattery,
4,000 shares; all officers and directors as a group, 127,637.
(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) Based on information contained in a Schedule 13G filed with the
Securities and Exchange Commission.
(4) Mr. Kandris resigned in December 1998. His ownership is not included in
the "directors and officers as a group" calculation.
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, 1998, except that late Forms 5 were
filed for the option grants in fiscal 1998 to Messrs. Aronson, Meyers, Paxton,
Roering and Slattery.
AUDITORS
KPMG Peat Marwick LLP, independent certified public accountants, were
the auditors for the Company for fiscal 1998. The Audit Committee will consider
the selection of auditors for fiscal 1999 after the Annual Meeting of
Shareholders and currently expects to recommend KPMG Peat Marwick LLP. A
representative of KPMG Peat Marwick LLP is expected to be present at the Annual
Meeting and will be available to respond to appropriate questions.
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, 1999 is expected to be held on or about May 18, 2000 and
proxy materials in connection with that meeting are expected to be mailed on or
about April 3, 2000. Shareholder proposals prepared in accordance with the proxy
rules must be received by the Company on or before December 7, 1999. In
addition, if the Company receives notice of a separate shareholder proposal
after February 27, 2000, such proposal will be considered untimely pursuant to
Rules 14a-4 and 14a-5(e) and the persons named as proxies solicited by the Board
of Directors of the Company for its 2000 Annual Meeting of Shareholders may
exercise discretionary voting power with respect to such proposal.
11
<PAGE>
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, 1998. 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
12
<PAGE>
TRANSPORT CORPORATION OF AMERICA, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 20, 1999
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 25, 1999 at the Annual Meeting of
Shareholders to be held on May 20, 1999, at 1:30 p.m., or any adjournment or
adjournments thereof, hereby revoking all former proxies.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE TO VOTE FOR ALL
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. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON ANY OTHER
MATTERS COMING BEFORE THE MEETING.
(CONTINUED ON OTHER SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSAL (1) IN
ACCORDANCE WITH THE SPECIFICATIONS MADE AND "FOR" SUCH PROPOSAL IF THERE IS NO
SPECIFICATION.
Dated: ___________________________, 1999
________________________________________
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.
