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 Under 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 ON MAY 17, 2000
------------
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 Wednesday, May
17, 2000 at 12:00 noon for the following purposes:
1. To elect five 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 30,
2000 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,
/s/ Rosalyn A. Hennen
Rosalyn A. Hennen
Secretary
Eagan, Minnesota
April 10, 2000
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL 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 ANNUAL 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 17, 2000
------------
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Transport Corporation of America, Inc. of
proxies for the Annual Meeting of Shareholders of Transport America to be held
at the Decathlon Hotel and Athletic Club, 1700 East 79th Street, Bloomington,
Minnesota on Wednesday, May 17, 2000 at 12:00 noon, 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, 2000.
Transport America's Annual Report for the fiscal year ended December
31, 1999, 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, 2000 consists of 8,318,546 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, 2000 will be entitled to vote at the Annual Meeting.
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.
The presence in person or by proxy of a majority of the voting power of
shares entitled to vote at the Annual Meeting will constitute a quorum for the
transaction of business. An item of business will be approved if it receives the
affirmative vote of the holders of a majority of the shares present and entitled
to vote on that item of business. Abstentions will be treated as shares present
and entitled to vote for purposes of determining the presence of a quorum and in
tabulating votes cast on proposals presented to shareholders. Consequently,
abstentions (or "withhold authority" as to directors) will have the same effect
as a negative vote. If a broker indicates on a proxy that it does not have
authority to vote on an item of business, the shares represented by the proxy
will not be considered present and entitled to vote and, therefore, will have no
effect on the outcome of the vote.
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 Transport America or by attending the Annual
Meeting and voting in person.
1
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of Transport America is currently composed of
five members, all of whom are nominees for election at the Annual Meeting. It is
the recommendation of Transport America's Board of Directors that the five
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. Transport America 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
Transport America by the nominees.
Director
Name and Age Principal Occupation Since
- ------------ -------------------- -----
Robert J. Meyers (46) Chief Executive Officer of Transport 1997
America since December 1999; President
and Chief Operating Officer of
Transport America since May 1997;
Chief Financial Officer of Transport
America from January 1993 to July 1998
and from December 1998 to July 1999;
and Chief Information Officer of
Transport America since January 1992.
Prior to joining Transport America,
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.
Anton J. Christianson (47) Managing General Partner of Cherry 1987
Tree Investments, Inc. (a venture
capital investment company) since
October 1980; Director of Fourth Shift
Corporation, Peoples Educational
Holdings, Inc. and Fair Isaac &
Company, Inc.
Kenneth J. Roering (57) Pillsbury Company - Paul S. Gerot 1992
Chair in Marketing 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.
2
<PAGE>
Michael J. Paxton (53) President of Sunbeam Health and Safety 1995
Company (manufacturer of home safety
and health products, a subsidiary of
Sunbeam Corporation) since September
1998; Chairman, 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).
William D. Slattery (57) Interim Chairman of Transport America 1998
since December 1999; President of
Shamrock Business Group, Inc., a
Minneapolis, MN, based consulting and
investment company since October 1998;
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. Since
1997, Mr. Slattery has also served as
Chairman of the Board of Precision
Pours, Inc.
VOTE REQUIRED. The affirmative vote of a majority of the shares of
Transport America's Common Stock represented at the Annual 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 1999, the Board of Directors met eight times
and acted once through a written action. 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 Committee, which met twice
during the last fiscal year, is currently composed of Messrs. Christianson
(Chairman), Slattery and Roering. The Audit Committee meets with Transport
America's independent auditors and representatives of management to review the
internal and external financial reporting of Transport America, 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
Transport America's independent auditors.
The Compensation Committee, which met three times 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
3
<PAGE>
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 Transport America's
1986 Employee Stock Option Plan and its 1995 Stock Plan. The Stock Grant
Subcommittee acted three times during the last fiscal year.
Transport America 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. Mr. Christianson
has declined to receive compensation for serving as a director. In addition,
pursuant to Transport America's 1995 Stock Plan, each non-employee director of
Transport America automatically receives annually on the date of election or
reelection as a director an option to purchase 4,000 shares of Transport
America's Common Stock at an option price equal to the fair market value of
Transport America'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. Mr. Slattery
was appointed in December 1999 as interim Chairman of the Board and, in
recognition of the additional services as interim Chairman, in March 2000 was
awarded an option to purchase 20,000 shares of Transport America's Common Stock
on the same terms as the director options described above and began receiving
$8,000 per month on a temporary basis.
4
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER INFORMATION
The following table shows, for fiscal years 1999, 1998 and 1997, the
cash compensation paid by Transport America, as well as certain other
compensation paid or accrued for those years, to Robert J. Meyers, Transport
America's Chief Executive Officer since December 1999, to James B. Aronson,
Transport America's Chairman and Chief Executive Officer until his death in
December 1999, and to the other executive officers of Transport America whose
total cash compensation exceeded $100,000 during 1999 (together with Messrs.
Meyers and Aronson, the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------- ------------
STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) OPTIONS(#) COMPENSATION($)(2)
- --------------------------- ---- --------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Robert J. Meyers...................... 1999 254,167 50,000 -0- 1,600
Chief Executive Officer, 1998 250,000 32,500 20,000 1,600
President, Chief Operating 1997 200,000 10,000 -0- 1,600
Officer and Chief Information
Officer
James B. Aronson...................... 1999 346,154 -0- -0- 1,600
Former Chairman and 1998 300,000 39,000 20,000 1,600
Chief Executive Officer 1997 260,000 13,000 -0- 1,480,474
Keith R. Klein (3).................... 1999 75,766 20,000 20,000 -0-
Chief Financial Officer
Larry E. Johnson (4).................. 1999 109,808 -0- 2,000 1,600
Vice President of
Marketing Services
</TABLE>
- --------------------
(1) Represents a bonus earned for the year in which the amount is set forth
in the table, but paid the following year.
(2) Represents Company contributions to Transport America's 401(k)
Retirement Plan. For fiscal 1997, includes $1,478,874 deemed
compensation to Mr. Aronson resulting from an exercise of warrants.
(3) Mr. Klein joined Transport America in July 1999.
(4) Mr. Johnson was elected an officer in March 1999.
STOCK OPTIONS
The following table contains information concerning individual grants
of stock options to each of the Named Executives during the last fiscal year.
5
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------
PERCENT OF TOTAL MARKET POTENTIAL REALIZABLE VALUE
OPTIONS OPTIONS GRANTED TO PRICE AT ASSUMED ANNUAL RATES OF
GRANTED EMPLOYEES IN EXERCISE ON GRANT EXPIRATION STOCK PRICE APPRECIATION
NAME (#)(1) FISCAL YEAR PRICE($) DATE($) DATE FOR OPTION TERM($)
---- ------- ----------- -------- ------- ---- --------------------------
5% 10%
-- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Robert J. Meyers...... -0- -- -- -- -- -- --
James B. Aronson...... -0- -- -- -- -- -- --
Keith R. Klein(1)..... 20,000 57% 14.063 14.063 7/12/04 77,704 171,706
Larry E. Johnson(2)... 2,000 5.7% 11.375 11.375 3/1/04 6,285 13,889
</TABLE>
- --------------------
(1) Becomes exercisable with respect to one-third of the shares of Common
Stock subject to the option on July 12, 2000, 2001 and 2002.
(2) Becomes exercisable with respect to one-third of the shares of Common
Stock subject to the option on March 1, 2000, 2001 and 2002.
The following table sets forth information with respect to the Named
Executives concerning the exercise of options during 1999 and unexercised
options held as of December 31, 1999:
AGGREGATED OPTION EXERCISES
AND DECEMBER 31, 1999 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
UNDERLYING UNEXERCISED THE-MONEY OPTIONS
SHARES OPTIONS AT 12/31/99(#) AT 12/31/99($)(1)
ACQUIRED VALUE -------------------------- --------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Meyers....... 30,000 139,500 15,957 13,333 20,886 26,666
James B. Aronson....... 18,750 87,188 19,054 13,333 23,405 26,666
Keith R. Klein......... -0- -0- -0- 20,000 -0- N/A
Larry E. Johnson....... 3,570 18,610 -0- 2,000 -0- 2,126
</TABLE>
- --------------------
(1) Based on a market price of $12.438 per share of Common Stock on
December 31, 1999.
CERTAIN TRANSACTIONS
During fiscal 1999, Transport America paid MicroMation, Inc. $469,357
for information technology services. Robert J. Meyers, Transport America's
President and CEO, is the founder, former executive officer and a current
shareholder of MicroMation, Inc.
CHANGE IN CONTROL/SEVERANCE AGREEMENTS
In 1999, Transport America signed Change in Control/Severance
Agreements with its executive officers and certain other key employees. These
agreements entitle the executive officer or employee to receive payments and
benefits from Transport America if the individual is terminated for certain
reasons within 24
6
<PAGE>
months of a change of control in Transport America. These reasons include
termination by Transport America without cause or termination by the individual
for good reason, such as reduction in base pay or benefits or assignment of
duties inconsistent with the individual's status or position prior to the change
of control. If the payment obligations are triggered, Mr. Meyers would be
entitled to receive as severance payment two times his annual compensation and
the other executive officers and one other employee would be entitled to receive
as severance payment six times their monthly compensation. In addition, they
would be entitled to receive continuation of their benefits for the duration of
their severance payments, up to $10,000 for individual outplacement counseling,
and legal fees for resulting in contesting any termination or enforcing the
Change in Control/Severance Agreement. The remainder of the employees would be
entitled to receive as severance payment three times their monthly compensation
and continuation of their benefits for three months.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of Transport America'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 Transport America's executive officers were
during 1999 and will in 2000 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
Transport America's compensation policies for 1999 as they affected Mr. Meyers,
Transport America's Chief Executive Officer, Mr. Aronson, the Company's Chief
Executive Officer until his death in December 1999, and Larry E. Johnson, the
executive officer other than the Chief Executive Officer who, for 1999, was
Transport America's only executive officer whose compensation exceeded $100,000
(together, the "Named Executives"). While not one of the Named Executives for
1999, the salary and other compensation arrangements for Mr. Keith R. Klein, who
joined Transport America as its Chief Financial Officer in July 1999, are
included in the Summary Compensation Table above and were the result of arms
length negotiations.
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 Transport
America 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 Transport America; 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 Transport America to a survey of national, public transportation
companies. Transport America attempts to maintain base salary levels which it
believes allows Transport America to attract and retain the quality of executive
talent needed.
ANNUAL BONUS. The Compensation Committee established the 1999 Executive
Compensation Plan, an annual bonus plan for Transport America's management,
including the Named Executives, for 1999. Under
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<PAGE>
this plan, the Named Executives were eligible to receive an annual bonus based
on improvement of Transport America'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 1999, no bonuses were paid under
the Plan. However, for 1999, Messrs. Meyers and Klein received discretionary
bonuses of $50,000 and $20,000, respectively, authorized by the Compensation
Committee and the Board in January 2000.
LONG-TERM INCENTIVES. To align the interests of management with those
of shareholders the Compensation Committee has, using 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 1999, the
pre-established operating ratio was not met and no options were granted.
However, each of the executive officers, including Mr. Johnson, received an
option to purchase 2,000 shares upon their election as an executive officer in
March 1999. Mr. Klein received an option to purchase 20,000 shares when he
joined Transport America as Chief Financial Officer in July 1999.
OTHER COMPENSATION PROGRAMS. Transport America 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. Transport America's retirement plan consists of
a 401(k) employee saving plan which allows employees to make pre-tax
contributions, and in which Transport America may, at its discretion, match a
portion of the employee contributions. During 1999, Transport America
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 Transport America's performance. In 1996, Transport America
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. The Named Executives (except Mr. Aronson) were during 1999
and are in 2000 eligible to participate in the Plan.
MR. MEYERS' 1999 COMPENSATION. Mr. Meyers' annual base salary for 1999,
determined on the same basis as the other Named Executives, was $250,000. In
January 2000, the Board of Directors, upon recommendation of the Compensation
Committee, increased his annual base salary to $300,000 (the same level paid Mr.
Aronson and set at the low end of the competitive scale of chief executive
officer compensation for comparable companies) effective December 1, 1999 to
reflect his election as Chief Executive Officer. Mr. Meyers also was awarded the
discretionary bonus described above.
MR. ARONSON'S 1999 COMPENSATION. Mr. Aronson's base salary for 1999,
which was determined on the same basis as the other Named Executives, was
$300,000 and was set at the low end of the competitive scale of chief executive
officer compensation for comparable companies.
SUBMITTED BY THE COMPENSATION COMMITTEE
OF TRANSPORT AMERICA'S BOARD OF DIRECTORS
Kenneth J. Roering Michael J. Paxton William D. Slattery
8
<PAGE>
PERFORMANCE GRAPH
In accordance with the rules of the SEC, the following performance
graph compares performance of Transport America's Common Stock on the Nasdaq
National Market to the S&P 500 Index and to the ABS Truckload Index prepared by
Deutsche Banc Alex. Brown Incorporated. The graph compares the cumulative total
return from December 31, 1994 to December 31, 1999 on $100 invested on December
31, 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 GRAPH]
ABS*
Date: TCAM: S&P 500: Truckload Index:
----- ----- -------- ----------------
12/30/94 100 100 100
06/30/95 114.47 118.61 88.40
12/29/95 121.05 134.11 87.45
06/28/96 132.89 146.02 109.25
12/27/96 106.58 164.78 106.76
06/27/97 142.11 193.20 125.88
12/26/97 168.42 203.90 131.21
06/26/98 178.95 246.74 154.39
12/31/98 126.32 267.65 153.76
06/25/99 125.66 286.39 136.54
12/31/99 130.92 319.91 124.24
- --------------------
*The ABS Truckload Index includes CVTI, HTLD, JBHT, KNGT, LAND, LSTR, MSCA,
SWFT, XPRSA and WERN.
The performance graph above shall not be deemed incorporated by
reference by any general statement incorporating by reference this Annual Report
on Form 10-K into any filing under the 1933 Act or the 1934 Act, except to the
extent that Transport America 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 Transport America
as to the beneficial ownership of Transport America's Common Stock as of March
26, 2000 by (i) the only shareholders known to Transport America to hold 5% or
more of such stock, (ii) each of the directors and Named Executives of Transport
America and (iii) all directors and officers as a group. Unless otherwise
indicated, all shares represent sole voting and investment power.
Percent of
Common Stock Outstanding Shares
Beneficial Owners Beneficially Owned of Common Stock
- ------------------ ------------------ ---------------
Estate of James B. Aronson(1)(2)........ 566,480 6.8%
1769 Yankee Doodle Road
Eagan, MN 55121
Anton J. Christianson(3)................ 546,487 6.6%
Centennial Lakes Office Park
7601 France Avenue South
Edina, MN 55435
Wellington Management Company,
LLP (4)............................... 637,100 7.7%
75 State Street
Boston, MA 02109
Central Securities Corporation.......... 533,757 6.4%
375 Park Avenue
New York, NY 10152
William I. Hagen(4)..................... 530,781 6.4%
112 - 2nd Street S.W.
P. O. Box 357
Roseau, MN 56751
T. Rowe Price Associates, Inc. (5)...... 660,000 7.9%
100 East Pratt Street
Baltimore, MD 21202
Michael J. Paxton(1).................... 15,200 *
Kenneth J. Roering(1)................... 97,900 1.2%
Robert J. Meyers(1)(6).................. 164,038 2.0%
William D. Slattery(1).................. 28,000 *
Keith R. Klein.......................... 1,000 *
Larry E. Johnson........................ 27,486 *
All officers and directors as a group
(12 persons)(1)(2)(3)................. 888,021 10.6%
- --------------------
* Less than 1%
10
<PAGE>
(1) Includes the following shares which may be purchased within 60 days
from the date hereof pursuant to the exercise of outstanding options:
Estate of Mr. Aronson, 19,054; Mr. Meyers, 15,957; Mr. Paxton, 14,000;
Dr. Roering, 14,000 shares; Mr. Slattery, 28,000 shares; Mr. Johnson,
666 shares; and all officers and directors as a group, 76,953.
(2) Shares owned or purchasable pursuant to stock options by the Estate of
James B. Aronson are not included in the "officers and directors as a
group" calculation.
(3) 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.
(4) Based on information contained in a Schedule 13G filed with the
Securities and Exchange Commission. Includes 45,000 shares owned by
spouse, as to which Mr. Hagen disclaims beneficial ownership.
(5) Based on information contained in a Schedule 13G filed with the
Securities and Exchange Commission. T. Rowe Price Associates, Inc.
("Price Associates") has advised Transport America that these
securities are owned by various individual and institutional investors
(including T. Rowe Price Small-Cap Value Fund, Inc. which owns 590,000
shares, representing 7.1% of the shares outstanding) to which Price
Associates serves as investment advisor with power to direct
investments and/or sole power to vote the securities. For purposes of
the reporting requirements of the Securities Exchange Act of 1934,
Price Associates is deemed to be a beneficial owner of such securities;
however, Price Associates expressly disclaims that it is, in fact, the
beneficial owner of such securities.
(6) Includes 18,750 shares owned by spouse, as to which Mr. Meyers
disclaims beneficial ownership.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon its review of Forms 3, 4 and 5 and any amendments thereto
furnished to Transport America pursuant to Section 16 of the 1934 Act, Transport
America believes all of such forms were filed on a timely basis by reporting
persons during the fiscal year ended December 31, 1999, except that late Forms 4
were filed for option exercises in fiscal 1999 by Messrs. Aronson, Meyers, Stone
and Vandercook.
AUDITORS
KPMG LLP, independent certified public accountants, were the auditors
for Transport America for fiscal 1999. The Audit Committee will consider the
selection of auditors for fiscal 2000 after the Annual Meeting of Shareholders
and currently expects to recommend KPMG LLP. A representative of KPMG 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. Transport America's Annual Meeting of Shareholders for the fiscal
year ending December 31, 2000 is expected to be held on or about May 18, 2001
and proxy materials in connection with that meeting are expected to be mailed on
or about April 9, 2001. Shareholder proposals prepared in accordance with the
proxy rules must be received by Transport America on or before December 13,
2000. In addition, if Transport America receives notice of a separate
shareholder proposal after February 25, 2001, such proposal will be considered
untimely pursuant to Rules 14a-4 and 14a-
11
<PAGE>
5(e) and the persons named as proxies solicited by the Board of Directors of
Transport America for its 2001 Annual Meeting of Shareholders may exercise
discretionary voting power with respect to such proposal.
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 Transport America. In addition to use of the mails, proxies may be solicited
by officers, directors, and other regular employees of Transport America by
telephone, telegraph, or personal solicitation, and no additional compensation
will be paid to such individuals. Transport America 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 Annual 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 Transport America.
The Annual Report of Transport America for the past fiscal year is
enclosed herewith and contains Transport America's Consolidated Financial
Statements for the fiscal year ended December 31, 1999. A copy of Form 10-K, the
Annual Report filed by Transport America with the Securities and Exchange
Commission, will be furnished without charge to any shareholder who requests it
in writing from Transport America, at the address noted on the first page of
this Proxy Statement.
By Order of the Board of Directors,
/s/ Rosalyn A. Hennen
Rosalyn A. Hennen
SECRETARY
12
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APPENDIX
TRANSPORT CORPORATION OF AMERICA, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 17, 2000
12:00 NOON
DECATHLON HOTEL AND ATHLETIC CLUB
1700 EAST 79TH STREET
BLOOMINGTON, MINNESOTA
TRANSPORT CORPORATION OF AMERICA, INC.
1769 YANKEE DOODLE ROAD, EAGAN, MN 55121 PROXY
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD MAY 17, 2000 OR ANY ADJOURNMENT OR ADJOURNMENTS
THEREOF.
The shares of stock of Transport Corporation of America, Inc. you hold will be
voted as you specify on the reverse side.
By signing the proxy, you revoke all prior proxies and appoint William D.
Slattery 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, 2000 at the Annual Meeting of Shareholders and all adjournments.
SEE REVERSE FOR VOTING INSTRUCTIONS.
<PAGE>
[ARROW] PLEASE DETACH HERE [ARROW]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
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<S> <C>
1. Election of directors: 01 Robert J. Meyers 04 Michael J. Paxton [ ] Vote FOR [ ] Vote WITHHELD
02 Anton J. Christianson 05 William D. Slattery all nominees from all nominees
03 Kenneth J. Roering (except as marked)
_________________________________________
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, | |
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.) |_________________________________________|
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR PROPOSAL ONE
AND, IN THE DISCRETION OF THE PROXIES, ON ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF.
Address Change? Mark Box [ ]
Indicate changes below:
Date ____________________________
_________________________________________
| |
| |
|_________________________________________|
Signature(s) in Box
Please sign exactly as your name(s) appear on
Proxy. If held in joint tenancy, all persons
must sign. Trustees, administrators, etc.,
should include title and authority.
Corporations should provide full name of
corporation and title of authorized officer
signing the proxy.
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