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(LOGO) MARITRANS
One Logan Square
Philadelphia, PA 19103
215-864-1200
800-423-4511
March 30, 1994
Dear Fellow Maritrans Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Maritrans Inc. (the "Company"), which will be held on Thursday, May
12, 1994 at 10 a.m., local time, in the offices of Morgan, Lewis &
Bockius, 20th Floor, One Logan Square, 18th and Cherry Streets,
Philadelphia, Pennsylvania 19103.
We plan to review the status and future opportunities for the Company
as well as answer stockholder questions. The principal business matters to
be considered and voted upon at the meeting will be: (i) the election of
two directors to serve for three year terms, and (ii) a proposal to
approve Amendments to the Company's Equity Compensation Plan and the grant
of options thereunder, all as more specifically discussed in the attached
Proxy Statement. Also, attached you will find the Notice of the Annual
Meeting and your Proxy Form.
It is important that your shares be represented at the meeting, and we
hope you will be able to attend the meeting in person. Whether or not you
plan to attend the meeting, please be sure to complete and sign the
enclosed proxy and return it to us in the envelope provided as soon as
possible so that your shares may be voted in accordance with your
instructions. Your prompt response will save the Company the cost of
further solicitation of unreturned proxies.
We look forward to seeing you in person on May 12, 1994.
Sincerely,
/s/ Stephan A. Van Dyck
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Stephen A. Van Dyck
Chairman of the Board
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MARITRANS INC.
One Logan Square
Philadelphia, PA 19103
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NOTICE OF 1994 ANNUAL MEETING
OF STOCKHOLDERS
To Be Held May 12, 1994
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The Annual Meeting of Stockholders of Maritrans Inc., a Delaware
corporation, will be held in the offices of Morgan, Lewis & Bockius, 20th
Floor, One Logan Square, 18th & Cherry Streets, Philadelphia, Pennsylvania
19103 on Thursday, May 12, 1994 at 10:00 a.m. local time, and any
adjournments or postponements thereof for the purpose of considering and
voting upon the following matters:
1. The election of two directors to serve for three (3) year
terms;
2. The proposal to approve Amendments to the Maritrans Inc. Equity
Compensation Plan and grants of stock options thereunder; and
3. The transaction of such other business as may properly come
before the meeting and any adjournments or postponements thereof.
The close of business on March 14, 1994 has been fixed as the date of
record for determining stockholders of the Company entitled to receive
notice of and to vote at the meeting and any adjournments or postponements
thereof.
Your attention is invited to the accompanying Proxy Statement which
forms a part of this Notice. Your vote is important. Stockholders are
respectfully requested by the Board of Directors to complete and sign the
accompanying proxy and return it to the Company in the enclosed,
postage-paid envelope, whether or not you plan to attend the meeting. If
you attend the meeting, you may revoke your proxy, if you wish, and vote
in person.
By Order of the Board of Directors
John C. Newcomb
Secretary
Philadelphia, Pennsylvania
March 30, 1994
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MARITRANS INC.
One Logan Square
Philadelphia, PA 19103
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NOTICE OF 1994 ANNUAL MEETING
OF STOCKHOLDERS
To Be Held May 12, 1994
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PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Maritrans Inc. (hereinafter called
the "Company") for use at the 1994 Annual Meeting to be held on
Thursday, May 12, 1994 at 10 a.m., local time, in the offices of Morgan,
Lewis & Bockius, 20th Floor, One Logan Square, 18th & Cherry Streets,
Philadelphia, Pennsylvania 19103. Each proxy which is properly executed
and returned in time for use at the meeting will be voted at the Annual
Meeting and any adjournments or postponements thereof in accordance with
the choices specified. Each proxy may be revoked by the person giving the
same at any time prior to its exercise by notice in writing received by
the Secretary.
The cost of solicitation of proxies will be borne by the Company.
Solicitation will be made by mail. Additional solicitation may be made by
means of follow-up letter, telephone or telegram by officers and employees
of the Company, who will not be specially compensated for such services.
Proxy forms and materials also will be distributed to beneficial owners
through brokers, custodians, nominees and similar parties, and the Company
intends to reimburse such parties, upon request, for reasonable expenses
incurred by them in connection with such distribution.
The Proxy Statement and the enclosed proxy are first being mailed to
stockholders on or about March 30, 1994. The address of the principal
executive offices of the Company is: Maritrans Inc., One Logan Square,
26th Floor, Philadelphia, Pennsylvania 19103.
The Company's annual report to stockholders for the year ended
December 31, 1993, including audited financial statements, is being mailed
to stockholders with this Proxy Statement, but does not constitute a part
of this Proxy Statement.
MATTERS TO BE ACTED UPON AT THE MEETING
As indicated in the Notice of Meeting, at the Annual Meeting two
directors will be elected to serve for three-year terms, and a proposal to
approve amendments to the Company's Equity Compensation Plan and the grant
of options thereunder will be presented for consideration and approval. A
copy of the Equity Compensation Plan, as amended, is set forth in full as
Exhibit "A" to this Proxy Statement.
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VOTING AT THE MEETING
Holders of the shares of the Company's Common Stock, $.01 par value
("Common Stock"), of record at the close of business on March 14, 1994,
are entitled to vote at the meeting. As of that date 12,523,000 shares of
the Common Stock were outstanding. Each stockholder entitled to vote shall
have the right to one vote for each share outstanding in such
stockholder's name. The presence in person or by proxy of the holders of
record of a majority of the shares entitled to vote at the Annual Meeting
shall constitute a quorum.
The Company presently has no other class of stock outstanding and
entitled to be voted at the meeting. The holders of a majority of the
shares entitled to vote, present in person or represented by proxy,
constitute a quorum. The affirmative vote of a plurality of the shares
present in person or represented by proxy at the meeting and entitled to
vote is required for the election of directors. The affirmative vote of a
majority of the shares present in person or represented by proxy at the
meeting and entitled to vote is required to approve the amendments to the
Maritrans Inc. Equity Compensation Plan and grants of options thereunder
or to take action with respect to any other matter as may be properly
brought before the meeting.
With regard to the election of directors, votes may be cast in favor
or withheld. Votes that are withheld will be excluded entirely from the
vote and will have no effect.
Abstentions may be specified on the proposal to approve the amendments
to the Maritrans Inc. Equity Compensation Plan and grants of options
thereunder (but not for election of directors). Abstentions will be
considered present and entitled to vote at the meeting but will not be
counted as votes cast in the affirmative. Abstentions on the proposal to
approve the amendments to the Maritrans Inc. Equity Compensation Plan and
grants of options thereunder will have the effect of a negative vote
because this proposal requires the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting and
entitled to vote.
Brokers that are member firms of the New York Stock Exchange and who
hold shares in street name for customers have the authority to vote those
shares with respect to the election of directors if they have not received
instructions from a beneficial owner. The Company believes that brokers
will not have such voting authority with respect to the Equity
Compensation Plan proposal. A failure by brokers to vote shares will have
no effect in the outcome of the election of directors or the adoption of
the Equity Compensation Plan proposal because such shares will not be
considered shares present and entitled to vote with respect to such
matters.
Shares cannot be voted at the meeting unless the holder of record is
present in person or represented by proxy. The enclosed Proxy Form is a
means by which a stockholder may authorize the voting of his or her shares
at the meeting. The shares of Common Stock represented by each properly
executed Proxy Form will be voted at the meeting in accordance with each
stockholder's directions. Stockholders are urged to specify their choices
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by marking the appropriate boxes on the enclosed Proxy Form; if no choice
has been specified, the shares will be voted as recommended by the Board
of Directors. If any other matters are properly presented to the meeting
for action, the proxy holders will vote the proxies (which confer
discretionary authority to vote on such matter) in accordance with their
best judgment.
Execution of the accompanying Proxy Form will not affect a
stockholder's right to revoke it by giving written notice of revocation to
the Secretary of the Company before the proxy is voted, by voting in
person at the meeting, or by executing a later-dated proxy that is
received by the Company before the meeting.
Your proxy vote is important to the Company. Accordingly, you are
asked to complete, sign and return the accompanying Proxy Form whether or
not you plan to attend the meeting. If you plan to attend the meeting to
vote in person and your shares are registered with the Company's transfer
agent (American Stock Transfer and Trust Company) in the name of a broker,
bank or other custodian, nominee or fiduciary, you must secure a proxy
from such person assigning you the right to vote your shares.
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation provides that the
Board of Directors of the Company is classified into three classes of
directors having staggered terms of office.
The Board currently is comprised of six directors serving staggered
terms of office. The terms of two current directors, Mr. Stephen A. Van
Dyck and Dr. Robert E. Boni, will expire at the 1994 Annual Meeting. The
Board of Directors of the Company has nominated for election as directors
of the Company Messrs. Van Dyck and Boni for terms of office which would
expire in 1997. The remaining four directors will continue to serve in
accordance with their prior election.
Unless instructed otherwise, the persons named in the enclosed proxy,
or their substitutes, will vote signed and returned proxies FOR the
nominees listed below. Each of the nominees has agreed to serve if
elected. The two directors are to be elected by a plurality of the shares
present in person or represented by proxy at the meeting and entitled to
vote.
If for any reason not presently known, either of the nominees is not
available for election, another person or persons may be nominated by the
Board of Directors and voted for in the discretion of the persons named in
the enclosed proxy. Vacancies on the Board of Directors occurring after
the election will be filled by Board appointment to serve as provided by
the Company's By-Laws.
The Board of Directors recommends a vote FOR each of the nominees:
Requirements for Advance Notification of Nominees
Section 4.13(b) of the Company's by-laws provides that any stockholder
entitled to vote for the election of directors at a meeting may nominate a
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director for election if written notice of the stockholder's intent to
make such a nomination is received by the Secretary of the Company not
less than 14 days nor more than 50 days prior to any meeting of the
stockholders called for the election of directors with certain exceptions.
This notice must contain or be accompanied by the following information:
(a) the name of the stockholder who intends to make the
nomination;
(b) a representation that the stockholder is a holder of record of
the Company's voting stock and intends to appear in person or by proxy
at the meeting to nominate the person or persons specified in the
notice;
(c) such information regarding each nominee as would be required
in a proxy statement filed pursuant to the rules of the Securities and
Exchange Commission had proxies been solicited with respect to the
nominee by the management or Board of Directors of the Company;
(d) a description of all arrangements or understandings among the
stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; and
(e) the consent of each nominee to serve as a director of the
Company.
Pursuant to the above requirements, appropriate notices in respect of
nominations for directors must be received by the Secretary of the Company
no later than April 28, 1994.
INFORMATION REGARDING NOMINEES FOR ELECTION
AS DIRECTORS AND REGARDING CONTINUING DIRECTORS
The information provided herein is as to personal background has been
provided by each director and nominee as of February 16, 1994.
Nominees for Election at the 1994 Annual Meeting for Terms Expiring in
1997
Stephen A. Van Dyck............ Mr. Van Dyck has been Chairman of the
Board and Chief Executive Officer of the
Company and its predecessor since April
1987. For the previous year, he was a
Senior Vice President - Oil Services, of
Sonat Inc. and Chairman of the Boards of
the Sonat Marine Group, another prede-
cessor, and Sonat Offshore Drilling Inc.
For more than five years prior to April
1986, Mr. Van Dyck was the President and
a director of the Sonat Marine Group and
Vice President of Sonat Inc. Mr. Van
Dyck is also the Chairman of the Board
and a director of the West of England
Ship Owners Mutual Insurance Association
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(Luxembourg), a mutual insurance associ-
ation. He is a member of the Company's
Finance Committee of the Board of Direc-
tors. See "Certain Transactions." Mr.
Van Dyck is 50.
Dr. Robert E. Boni............. Dr. Boni retired as Chairman of Armco
Inc., a steel, oil field equipment and
insurance corporation on November 30,
1990. Dr. Boni became Chief Executive
Officer of Armco Inc. in 1985 and Chair-
man in 1986. He became Non-Executive
Chairman of the Board of Alexander &
Alexander Services Inc., an insurance
services company, in January 1994. He is
a member of the Company's Compensation
(Chairman), Audit and Finance Committees
of the Board of Directors. Dr. Boni is
66.
Directors Continuing in Office with Terms Expiring in 1995
Bruce C. Lindsay............... Mr. Lindsay has been Managing Director
of Brind-Lindsay & Co. Inc., an invest-
ment corporation, since 1986. From 1983
through 1986, Mr. Lindsay was Group Vice
President, Industrial Services, of Sun
Company, Inc., an integrated oil corpo-
ration. During that time, he also served
as a director and officer of various
subsidiaries of Sun Company, Inc. He is
a director of several closely-held cor-
porations. He is a member of the Com-
pany's Audit (Chairman), Finance (Chair-
man) and Compensation Committees of the
Board of Directors. Mr. Lindsay is 52.
James H. Sanborn............... Mr. Sanborn was Executive Vice President
of the Company and its predecessor since
April 1987, until his retirement in De-
cember 1993. Prior to April 1987, he was
President of the Sonat Marine Group, an-
other predecessor, a position he held
since April 1986. Prior to this posi-
tion, he served as Vice
President-Operations and Vice President
- East Coast Group of the Sonat Marine
Group. Mr. Sanborn was employed in vari-
ous capacities by the Company and its
predecessors since 1978. Mr Sanborn is
56.
Directors Continuing in Office with Terms Expiring in 1996
Dr. Craig E. Dorman............ Dr. Dorman is serving as Deputy Director
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Defense Research and Engineering for
Laboratory Management, U.S. Department
of Defense on an Intergovernmental Per-
sonnel Act assignment from the Woods
Hole Oceanographic Institution. He was
Director and Chief Executive Officer of
Woods Hole Oceanographic Institution
from 1989 until 1993. From 1962 to 1989,
Dr. Dorman was an officer in the U.S.
Navy, most recently Rear Admiral and
Program Director for Anti- Submarine
Warfare. He is a member of the Company's
Audit Committee of the Board of Direc-
tors. Dr. Dorman is 53.
Craig N. Johnson............... Mr. Johnson recently became Managing Di-
rector of Glenthorne Capital Inc., in-
vestment bankers. He was President and
Chief Operating Officer of the Company
and its predecessor from February 1,
1990 until December 17, 1993. For the
four years prior to joining Maritrans,
Mr. Johnson was President of Lavino
Shipping Company, a terminalling and
stevedoring corporation. Neither Lavino
nor any of the companies invested in by
Glenthorne Capital Inc. compete with Ma-
ritrans. He is a director of several
closely-held companies. Mr. Johnson is
52.
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APPROVAL OF AMENDMENTS TO THE
MARITRANS INC. EQUITY COMPENSATION PLAN
AND GRANTS OF STOCK OPTIONS THEREUNDER
The Proposal
At the Meeting, there will be presented to the stockholders a proposal
to approve and ratify the adoption of amendments to the Maritrans Inc.
Equity Compensation Plan (the "Plan") and to approve grants of stock
options made under the Plan. The Plan was created to assist the Company in
retaining and attracting officers and other employees by offering those
individuals a proprietary interest in the Company. On January 27, 1994,
the Board adopted certain amendments to the Plan that are subject to
stockholder approval at the Meeting. The amendments will not be effective
unless or until stockholder approval is obtained.
Under the proposal, the primary changes to the Plan include: (i) the
establishment of a maximum amount of shares of Common Stock that may be
granted to any individual during the term of the Plan in an amount that is
equal to one-third of the number of shares of Common Stock available for
issuance under the Plan and (ii) the addition of twice yearly
nondiscretionary grants of restricted stock to non-employee directors in
payment of one-half of each such director's annual retainer. The Board of
Directors has adopted certain other amendments to the Plan which do not
materially increase the benefits accruing to participants. These
amendments do not require stockholder approval under applicable law or
pursuant to the terms of the Plan.
The Omnibus Reconciliation Act of 1993 added section 162(m) to the
Internal Revenue Code of 1986, as amended (the "Code"). Effective
January 1, 1994, this provision disallows a public company's deductions
for employee remuneration exceeding $1,000,000 per year for the Chief
Executive Officer ("CEO") and the other four most highly compensated
officers, but contains an exception for qualified "performance-based
compensation." In December 1993, the Internal Revenue Service issued
proposed regulations interpreting this provision. The new law requires
that certain actions be taken by a compensation committee of two or more
outside directors and the material terms of such remuneration be approved
by the stockholders to qualify the remuneration as "performance-based
compensation." The Company has been advised that, under section 162(m)
and the proposed regulations, grants made under the Plan as it presently
exists would not be qualified "performance-based compensation" unless
certain actions were taken.
Accordingly, the amendments made pursuant to clause (i) above will
qualify grants of options and stock appreciation rights made under the
Plan as "performance-based compensation" pursuant to section 162(m) of
the Code, as discussed above. However, until proposed regulations
interpreting section 162(m) are finalized, there can be no assurance that
all applicable requirements will be met by the Plan.
The Board took the action specified in clause (ii) above to provide
non-employee directors with twice yearly nondiscretionary grants of
restricted stock so that the directors' compensation would be more closely
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tied to the performance of the Company and thereby to align their
interests with those of the stockholder.
Under the proposal, stockholders are also being asked to approve stock
options that have been granted pursuant to the Plan on or after April 1,
1993 and prior to the Meeting. See "Approval of Stock Option Grants."
Vote Required for Approval
The proposal to amend the Plan and approve the stock option grants
made thereunder requires the affirmative vote of a majority of shares
present in person or represented by proxy at the meeting and entitled to
vote.
The Board of Directors unanimously recommends a vote FOR the proposal.
Description of the Plan
The Plan, as amended and restated, is set forth as Appendix A to this
Proxy Statement, and the description of the Plan contained herein is
qualified in its entirety by reference to Appendix A.
General. Subject to adjustment in certain circumstances as discussed
below, the Plan currently authorizes up to 1,250,000 shares of Common
Stock for issuance pursuant to the terms of the Plan. If and to the extent
options granted under the Plan terminate, expire or cancel without being
exercised, or if any shares of restricted stock are forfeited, the shares
subject to such option or award again will be available for purposes of
the Plan.
Administration of the Plan. The Plan, as amended and restated, is
administered and interpreted by a Committee of the Board (the
"Committee") consisting of not less than two persons appointed by the
Board from among its members who are not employees of the Company and who
are not entitled to participate in the Plan, other than as recipients of
nondiscretionary grants of restricted stock due to their status as
non-employee directors. After receiving recommendations from Management,
the Committee has the sole authority to determine (i) the employees to
whom options and/or awards are to be granted under the Plan, (ii) the
type, size and terms of the options, (iii) the time when the options
and/or awards are to be granted and the duration of the exercise period
and (iv) any other matters arising under the Plan. A person may serve on
the Committee only if he is not eligible, and has not been eligible, to
receive a discretionary grant under the Plan for at least one year before
his appointment. Nondiscretionary grants of restricted stock to
non-employee directors are not included in this prohibition.
The Plan, as amended and restated, provides that effective as of
January 27, 1994, options and stock appreciation rights are not
exercisable and the restriction period for restricted stock will not lapse
for grants made on or after April 1, 1993 until after the Plan and grants
are approved by a compensation committee appointed by the Board consisting
of not less that two persons who are "outside directors" under section
162(m) of the Code. The Committee, as constituted on January 27, 1994, met
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and continues to meet the requirements under section 162(m) of the Code
and has approved the Plan and such grants.
Grants. Incentives under the Plan consist of incentive stock options,
non-qualified stock options, restricted stock grants and stock
appreciation rights (hereinafter collectively referred to as "Grants").
All Grants are subject to the terms and conditions set forth in the Plan
and to those other terms and conditions consistent with the Plan as the
Committee deems appropriate and as are specified in writing by the
Committee to the designated individual (the "Grant Letter"). The
Committee must approve the form and provisions of each Grant Letter to an
individual.
Eligibility for Participation. Officers and other employees of the
Company designated by the Company are eligible to participate in the Plan
(hereinafter referred to individually as the "Participant" and
collectively as the "Participants"). Currently, there are twelve
officers and "other employees" eligible to participate. After receiving
recommendations from the management of the Company, the Committee selects
the persons to receive Grants (the "Grantees") from among the
Participants and determine the number of shares of Common Stock subject to
a particular Grant. Pursuant to the recently adopted amendments to the
Plan, no Grantee may receive options, stock appreciation rights or
restricted stock awards for more than one-third of the number of shares of
Common Stock available for issuance under the Plan.
The Plan, as amended and restated, provides that all non-employee
directors (there are currently five non-employee directors) will
automatically receive grants of shares of Common Stock on or before
February 1 and August 1 of each year, beginning August 1, 1994. The grants
will be equal in value to 1/2 of the amount of the non-employee director's
annual retainer. For purposes of determining the number of shares to be
distributed, the value of a share of Common Stock will be based on fair
market value at the date of grant. Non-employee directors may not sell the
shares of Company Stock for six months after the date they are granted.
Granting of Options. The Committee may grant options qualifying as
incentive stock options ("ISOs") within the meaning of section 422 of
the Code and/or other stock options ("NQSOs") in accordance with the
terms and conditions set forth in the Plan or any combination of ISOs or
NQSOs (hereinafter referred to collective as "Stock Options").
Term, Purchase Price, Vesting and Method of Exercise. The exercise
price of Common Stock subject to an ISO or NQSO is the fair market value
of such stock on the date the Stock Option is granted. Notwithstanding the
foregoing, with respect to an NQSO, the exercise price may be equal to
either (i) the fair market value of Common Stock as of a date subsequent
to the date of grant as specified by the Committee in the Grant Letter or
(ii) the average of such fair market value over a period of time as
specified by the Committee in the Grant Letter, but in no event will the
price be less than 50% of the fair market value of the Common Stock on the
date of grant. On March 14, 1994, the fair market value of a share of
Common Stock was $5.125 per share.
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The Committee determines the option exercise period for each Stock
Option; provided, however, that the exercise period may not exceed ten
years from the date of grant. The vesting period for Stock Options
commences on the date of grant and ends on such date as is determined by
the Committee, in its sole discretion, which is specified in a Grant
Letter. A Grantee may exercise a Stock Option by delivering notice of
exercise to the Committee with accompanying payment of the option price.
The Grantee may pay the option price in cash, by delivering shares of
Common Stock already owned by the Grantee and having a fair market value
on the date of exercise equal to the option price or with a combination of
cash and shares. The Grantee must pay the option price and the amount of
any withholding tax due, if any, at the time of exercise. Shares of Common
Stock are not be issued or transferred upon exercise of the Stock Option
until the option price and the withholding obligation are fully paid.
Restricted Stock Grants. The Committee may issue or transfer shares of
Common Stock under a Grant (a "Restricted Stock Grant") pursuant to the
Plan. Shares of Common Stock issued pursuant to a Restricted Stock Grant
are issued for no consideration, and the Committee grants to each Grantee
a number of shares of Common Stock determined in its sole discretion, but
no greater than the maximum limit described above. If a Grantee's
employment terminates during the period, if any, designated in the Grant
Letter as the period during which the transfer of the shares is restricted
(the "Restriction Period"), the Restricted Stock Grant terminates with
respect to all shares covered by the Grant as to which the restrictions on
transfer have not lapsed, and those shares of Common Stock must be
immediately returned to the Company. During the Restriction Period, a
Grantee may not sell, assign, transfer, pledge or otherwise dispose of the
shares of Common Stock to which such Restriction Period applies, except to
a successor grantee in the event of the Grantee's death. All restrictions
imposed under the Restricted Stock Grant lapse upon the expiration of the
applicable Restriction Period. In addition, the Committee may determine as
to any or all Restricted Grants that all restrictions will lapse under
such other circumstances as it deems equitable.
Stock Appreciation Rights. The Committee may grant stock appreciation
rights ("SARs") to any Grantee in tandem with any Stock Option, for all
or a portion of the applicable Stock Option, either at the time the Stock
Option is granted or at any time thereafter while the Stock Option remains
outstanding. Any number of SARs granted to a Grantee which are exercisable
during any given period of time are not to exceed the number of shares of
Common Stock which the Grantee may purchase upon the exercise of the
related Stock Option during such period of time. Upon the exercise of a
Stock Option, the SARs relating to the Common Stock covered by such Stock
Option terminate. Upon the exercise of SARs, the related Stock Option
terminates to the extent of an equal number of shares of Common Stock.
Upon a Grantee's exercise of some or all of his SARs, the Grantee
receives in settlement of such SARs an amount equal to the value of the
stock appreciation for the number of SARs exercised, payable in cash,
Common Stock or a combination thereof. The stock appreciation for an SAR
is the difference between the option price specified for the related Stock
Option and the fair market value of the underlying Common Stock on the
date of exercise of the SAR. The Plan, as amended and restated, provides
that the exercise price of an SAR is the (i) exercise price or option
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price of the related Stock Option or (ii) the fair market value of a share
of Common Stock as of the date of grant of the SAR, if the SAR is granted
after the Stock Option and the option price under (i) would result in the
disallowance of the Company's expense deduction upon exercise of the SAR
under section 162(m) of the Code.
An SAR is exercisable only during the period when the Stock Option to
which it relates is also exercisable; provided, however, that in no event
may an SAR be exercisable during the first six months after being granted,
except in the event of the death or disability of the Grantee (if the
related Stock Option is then exercisable).
Amendment and Termination of the Plan. The Board may amend or
terminate the Plan at any time; provided, however, that any amendment that
materially increases the benefits accruing to Participants under the Plan,
increases the aggregate number (or individual limit for any Grantee) of
shares of Common Stock that may be issued or transferred under the Plan or
materially modifies the requirements as to eligibility for participation
will be subject to approval by the stockholders of the Company. The Plan
will terminate on April 1, 2003 unless terminated earlier by the Board or
extended by the Board with approval of the stockholders. The proposed
amendments to the Plan permitting non-employee directors to receive grants
of Common Stock and the amendments designed to cause the Plan and Grants
thereunder to comply with section 162(m) of the Code will not be
effective, unless approved by stockholders.
Amendment and Termination of Outstanding Grants. A termination or
amendment of the Plan that occurs after a Grant is made will not result in
the termination or amendment of the Grant unless the Grantee consents or
unless the Committee revokes a Grant the terms of which are contrary to
applicable law. The termination of the Plan will not impair the power and
authority of the Committee with respect to outstanding Grants.
Adjustment Provisions; Change of Control of the Company. If there is
any change in the number or kind of shares of Common Stock through the
declaration of stock dividends, or through a recapitalization, stock
split, or combinations or exchanges of such shares, or merger,
recapitalization or consolidation of the Company, reclassification or
change in the par value or by reason of any other extraordinary or unusual
event, the number of shares of Common Stock available for Grants and the
number of such shares covered by outstanding Grants, and the price per
share or the applicable market value of such Grants, will be
proportionately adjusted by the Committee to reflect any increase or
decrease in the number or kind of issued shares of Common Stock.
In the event of a Change of Control of the Company, (i) all
outstanding Stock Options will become immediately exercisable and (ii) all
restrictions on the transfer of shares with respect to a Restricted Stock
Grant which have not, prior to such date, been forfeited will immediately
lapse. A Change of Control of the Company will be deemed to have taken
place if (i) a person or group, other than the Company, one of its
affiliates or one of its employee benefit plans acquires 20% or more of
the Common Stock then outstanding; provided, however, that no Change of
Control will be deemed to occur during any period in which any such person
or group is bound by the terms of a standstill agreement under which such
11
<PAGE>
<PAGE> 14
parties have agreed not to acquire more than 30% of the Common Stock then
outstanding or to solicit proxies or (ii) during any 24-month period,
there is a change in the majority of the Board other than by approval of
the Board immediately prior to such change.
Other Plan Provisions. A Grant under the Plan will not be construed as
conferring upon any Grantee a contract of employment of service, and such
Grant will not confer upon the Grantee any rights upon termination of
employment or service, other than certain limited rights as to the
exercise of a Stock Option for a designated period of time following such
termination.
Federal Income Tax Consequences. Set forth below is a general
description of the federal income tax consequences relating to Grants
under the Plan. Grantees are urged to consult with their personal tax
advisors concerning the application of the principles discussed below to
their own situations and the application of state and local tax laws.
Non-Qualified Stock Options. There are no federal income tax
consequences to Grantees or to the Company upon the grant of an NQSO under
the Plan. Upon the exercise of NQSOs, Grantees will recognize ordinary
compensation income in an amount equal to the excess of the fair market
value of the shares at the time of exercise over the exercise price of the
NQSO, and the Company generally will be entitled to a corresponding
federal income tax deduction. Upon the sale of shares acquired by exercise
of an NQSO, a Grantee will have a capital gain or loss (long-term or
short-term depending upon the length of time the shares were held) in an
amount equal to the difference between the amount realized upon the sale
and the Grantee's adjusted tax basis in the shares (the exercise price
plus the amount of ordinary income recognized by the Grantee at the time
of exercise of the NQSO).
Incentive Stock Options. Grantees will not be subject to federal
income taxation upon the grant or exercise of ISOs granted under the Plan,
and the Company will not be entitled to a federal income tax deduction by
reason of such grant or exercise. However, the amount by which the fair
market value of the shares at the time of exercise exceeds the Stock
Option price (or the Grantee's other tax basis in the shares) is an item
of tax preference subject to the alternative minimum tax applicable to the
person exercising the ISO. A sale of shares acquired by exercise of an ISO
that does not occur within one year after the exercise or within two years
after the grant of the ISO generally will result in the recognition of
long-term capital gain or loss in the amount of the difference between the
amount realized on the sale and the Stock Option price (or the Grantee's
other tax basis in the shares), and the Company will not be entitled to
any tax deduction in connection therewith.
If such sale occurs within one year from the date of exercise of the
ISO or within two years from the date of grant (a "disqualifying
disposition") and is a transaction in which a loss, if sustained, would
be recognized, the Grantee generally will recognize ordinary compensation
income equal to the lesser of (i) the excess of the fair market value of
the shares on the date of exercise over the exercise price (or the
Grantee's other tax basis in the shares), or (ii) the excess of the amount
realized on the sale of the shares over the exercise price (or the
12
<PAGE>
<PAGE> 15
Grantee's other tax basis in the shares). In the case of a disqualifying
disposition where a loss, if sustained, would not be recognized, the
Grantee will recognize ordinary income equal to the excess of the fair
market value of the shares on the date of exercise over the Stock Option
price (or the Grantee's other tax basis in the shares). Any amount
realized on a disqualifying disposition in excess of the amount treated as
ordinary compensation income (or any loss realized) will be a long-term or
a short-term capital gain (or loss), depending upon the length of time the
shares were held. The Company generally will be entitled to a tax
deduction on a disqualifying disposition corresponding to the ordinary
compensation income recognized by the Grantee.
Generally, where previously acquired Common Stock is used to exercise
an outstanding ISO or NQSO, appreciation on such stock will not be
recognized as income. However, if such Common Stock was acquired pursuant
to the exercise of an ISO, a disqualifying disposition will be deemed to
have occurred if such stock is used to exercise another ISO prior to the
expiration of the applicable holding periods.
Restricted Stock. A Grantee normally will not recognize taxable income
upon the award of a Restricted Stock Grant, and the Company will not be
entitled to a deduction, until such stock is transferable by the Grantee
or no longer subject to a substantial risk of forfeiture for federal tax
purposes, whichever occurs earlier. When the Common Stock is either
transferrable or is no longer subject to a substantial risk of forfeiture,
the Grantee will recognize ordinary compensation income in an amount equal
to the fair market value of the Common Stock at that time and the Company
will be entitled to a deduction in the same amount. A Participant may,
however, elect to recognize ordinary compensation income in the year the
Restricted Stock Grant is awarded in an amount equal to the fair market
value of the Common Stock at that time, determined without regard to the
restrictions. In this event, the Company will be entitled to a deduction
in the same year, provided the Company complies with the applicable
withholding requirements for federal tax purposes. Any gain or loss
recognized by the Grantee upon subsequent disposition of the Common Stock
will be capital gain or loss. If, after making the election, any Common
Stock subject to a Restricted Stock Grant is forfeited, or if the market
value declines during the Restriction Period, the Grantee is not entitled
to any tax deduction or tax refund.
Stock Appreciation Rights. The Grantee will not recognize any income
upon the grant of an SAR. Upon the exercise of an SAR, the Grantee will
recognize ordinary compensation income in the amount of both the cash and
the fair market value of the shares of Common Stock received upon such
exercise, and the Company is entitled to a corresponding deduction,
provided the Company complies with the applicable withholding requirements
for federal tax purposes. In the event that the Grantee receives shares of
Common Stock upon the exercise of an SAR, the shares so acquired will have
a tax basis equal to their fair market value on the date of transfer, and
the holding period of the shares will commence on that date for purposes
of determining whether a subsequent disposition of the shares will result
in long-term or short-term capital gain or loss.
Tax Withholding. The acceptance, exercise or surrender of a Grant will
constitute a Grantee's full consent to whatever action the Committee deems
13
<PAGE>
<PAGE> 16
necessary to satisfy any federal, state and local income and employment
withholding tax obligations arising under the Plan. The Company may
require Grantees who exercise NQSOs or who possess shares of Common Stock
as to which the restrictions on transfer have lapsed to remit an amount
sufficient to cover the Grantee's federal, state and local withholding tax
obligations associated with the exercise of such Grants. Grantees, upon
the receipt of shares following the exercise of ISOs, are obligated to (i)
immediately notify the Company of the disposition of any or all ISO shares
within two years of the date of grant of the ISO or one year of the date
of such exercise, and (ii) remit to the Company an amount sufficient to
satisfy any withholding obligation arising from such disposition. If
acceptable to the Committee, Grantees may deliver Common Stock or cash in
order to satisfy all such withholding obligations.
Section 162(m). Under Section 162(m) of the Code, enacted in August
1993, the Company may be precluded from claiming a federal income tax
deduction for total remuneration in excess of $1,000,000 paid to the chief
executive officer or to any of the other four most highly compensated
officers in any one year beginning in 1994. Total remuneration would
include amounts received upon the exercise of stock options granted on or
after April 1, 1993. An exception does exist, however, for
"performance-based compensation," including amounts received upon the
exercise of stock options pursuant to a plan approved by stockholders that
meets certain requirements. The amendments to the Plan, when approved by
stockholders, are intended to make grants of Stock Options and SARs
thereunder meet the requirements of "performance-based compensation."
Approval of Stock Option Grants
The Company is requesting that stockholders approve stock options
granted on or after April 1, 1993 and prior to the meeting which may be
subject to retroactive application of the restrictions of Section 162(m)
of the Code. These restrictions potentially limit the deductions related
to stock option exercises by the chief executive officer and the other
four most highly compensated officers in future taxable years.
The table below summarizes the number of Stock Options that were
granted under the Plan on or after April 1, 1993. Assuming stockholder
approval of the proposed Plan amendments, shares of restricted stock will
be granted to non-employee directors in an amount equivalent to $9,000 in
lieu of one-half of their annual retainer, with the number of shares to be
determined by the market price at the date of the grant. The table sets
forth the information with respect to the Chief Executive Officer, each of
the other four most highly compensated executive officers in the fiscal
year ended December 31, 1993, all current executive officers as a group,
and two former officers who continue as non-employee directors.
The following table shows, as to each person and the group listed
below, the number of Stock Options granted on or after April 1, 1993:
14
<PAGE>
<PAGE> 17
<TABLE>
<CAPTION>
Option
Recipient Shares
---------- --------
<S> <C>
Stephen A. Van Dyck .................................................... 168,827
Craig N. Johnson ....................................................... 102,671(1)
James H. Sanborn ....................................................... 44,058
Edward R. Sheridan ..................................................... 44,058
Edward J. Flood ........................................................ 12,226
Gary L. Schaefer ....................................................... 23,249
Brian J. Telford ....................................................... 11,969
All Current Executive Officers as a Group (10 persons) ................. 314,032
</TABLE>
----------
(1) With respect to Mr. Johnson's options, 52,671 options were forfeited
in connection with his separation from the Company as an employee on
December 17, 1993.
15
<PAGE>
<PAGE> 18
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of March 1, 1994:
<TABLE>
<CAPTION>
Shares
Benefically Percent Voting Power Investment Power
Name and Address of Beneficial Owner Owned Of Class Sole Shared Sole Shared
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Goldman Sachs Group, L.P. ........ 1,464,000 11.69% 0 1,464,000 0 1,464,000
and Goldman Sachs & Co.
85 Broad Street
New York, NY 10004
Vanguard/Windsor Fund Inc. ........... 954,000 7.62% 954,000 0 0 954,000
P.O. Box 2600
Valley Forge, PA 19482
Wellington Management Company ........ 954,000 7.62% 0 0 0 954,000
75 State Street
Boston, MA 02109
Vanguard/Windsor Fund Inc. and
Wellington Management Company, its
investment manager, have each filed
Schedule 13G's to disclose their
holdings in the Company, which
relate to the same shares.
R.B. Haave Associates ................ 1,233,900 9.85% 1,233,900 0 1,233,900 0
270 Madison Avenue
New York, NY 10018
Ingalls & Snyder ..................... 743,100 5.93% 13,500 0 743,100 0
61 Broadway
New York, NY 10006
</TABLE>
All the information in the table is presented in reliance on information
disclosed by the named individuals and groups in Schedule 13Gs, filed with
the Securities and Exchange Commission.
The following table sets forth certain information regarding the
beneficial ownership of Common Stock by each director of Maritrans Inc.,
by each executive officer named in the Summary Compensation Table under
"EXECUTIVE COMPENSATION," and by all directors and executive officers of
Maritrans Inc. and its subsidiaries, as a group, as of March 1, 1994.
16
<PAGE>
<PAGE> 19
<TABLE>
<CAPTION>
Shares Beneficially Owned(1)
----------------------------
Name Number Percent
-----------------------------------------------------------------------------------
<S> <C> <C>
Stephen A. Van Dyck .................................. 114,000 *
Dr. Robert E. Boni(2) ................................ 1,000 *
Dr. Craig E. Dorman .................................. 0 *
Craig N. Johnson ..................................... 22,300(3) *
Bruce C. Lindsay ..................................... 1,000 *
James H. Sanborn ..................................... 49,500 *
Edward R. Sheridan ................................... 2,000 *
Edward J. Flood ...................................... 3,200 *
Gary L. Schaefer ..................................... 16,500 *
Brian J. Telford ..................................... 0
All directors and executive officers as a group (15
persons) ........................................... 229,241 1.8%
</TABLE>
----------
* less than one percent
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to all Common Stock owned by such person.
(2) Dr. Boni has shared investment power with his wife.
(3) Mr. Johnson has shared investment power with his wife. Of their 22,300
shares, 500 are held by them as custodians for each of their three
minor children.
COMMITTEES OF THE BOARD OF DIRECTORS
There were six Board of Directors meetings and eleven Board of
Directors Committee meetings during fiscal 1993. Each director attended
100% of the combined number of meetings of the Board of Directors and
committees thereof on which he served, with the exception that one outside
director missed one board meeting.
The Board of Directors has established standing Audit, Compensation
and Finance Committees. The principal responsibilities of each such
committee are described below. The members of each such committee are
identified in the director biographies set forth under "Information
Regarding Nominees for Election as Directors and Regarding Continuing
Directors."
The Audit Committee, presently consisting of three non-employee
directors, met four times in 1993, and ordinarily meets three times
annually. The members are appointed annually by the Company's Board of
Directors. The Committee has responsibility for recommending to the Board
of Directors the independent auditors to be retained by the Company;
reviewing the audited financial results for the Company; reviewing with
the Company's independent auditors the scope and results of their audits;
reviewing with the independent auditors and Company management the
Company's accounting and reporting principles, practices and policies and
17
<PAGE>
<PAGE> 20
the adequacy of the Company's accounting, operating and financial methods
and controls.
The Compensation Committee, presently consisting of two non-employee
directors, met five times in 1993. The Compensation Committee is required
to meet twice annually. Members are appointed annually by the Company's
Board of Directors. The primary duties of the Compensation Committee are
annually reviewing and recommending to the Board of Directors for final
approval the total compensation package for all executive management
employees of the Company (executive management employees are defined as
positions at the vice president level and above); annually reviewing and
approving the general compensation policy and practice for all other
employees of the Company and subsidiaries; administering the Equity
Compensation Plan; considering and recommending to the Board of Directors,
when appropriate, amendments or modifications to existing compensation and
employee benefit programs and adoption of new plans; evaluating the
performance of the Company's Chief Executive Officer against
pre-established criteria and reviewing with him the performance of the
senior officers who report to him.
The Finance Committee, consisting of two non-employee directors and
the Company's Chairman, met twice during 1993. The members are appointed
annually by the Company's Board of Directors. The primary duties and
responsibilities of the Finance Committee include: periodically reviewing
the amounts and nature of financings available to the Company and
subsidiaries; monitoring the status of the Company's existing financings,
lines of credit and letters of credit; making recommendations to the Board
of Directors with respect to any existing or proposed financing involving
the Company or any subsidiary; and reviewing and monitoring the Company's
investment policy and practices, including without limitation, with
respect to the assets of the Retirement and Profit Sharing and Savings
Plan.
EXECUTIVE OFFICERS OF THE COMPANY
See "Information Regarding Nominees For Election As Directors And
Regarding Continuing Directors" for information concerning Mr. Van Dyck,
an employee-director of the Company.
Mr. Sheridan was named President of the Distribution Services Division
of the Operating Partnership in February 1993. He previously held various
positions with Star Enterprise and Texaco since 1963.
Mr. Telford was named President of the Gulf Division of the Operating
Partnership in September 1992. He previously held various positions with
Stolt-Nielson Inc. from 1988 to 1992.
Mr. Newcomb has been Vice President, General Counsel and Secretary of
Maritrans Inc. since April 1993, and previously held these titles with
Maritrans GP Inc. since 1987. He held a similar position with the Sonat
Marine Group since 1983. Mr. Newcomb has been employed in various
capacities by Maritrans or its predecessors since 1975.
Mr. Schaefer has been Vice President, Chief Financial Officer and
Treasurer of Maritrans Inc. since April 1993, and previously held these
18
<PAGE>
<PAGE> 21
titles with Maritrans GP Inc. since January 1990. Previously, Mr. Schaefer
was Vice President, Controller and Treasurer. He held a similar position
with the Sonat Marine Group since 1986. Prior to this position, Mr.
Schaefer was Assistant Vice President and Controller. Mr. Schaefer has
been employed in various capacities by Maritrans or its predecessors since
1976.
Mr. Flood has been Chairman of Maritrans Holdings Inc. since February
4, 1991. Mr. Flood is also Chairman of MPI and MMI. Previously, Mr. Flood
was Vice President of Maritrans GP Inc. from October 1990 to February
1991. Prior to October 1990, he was President and Chief Operating Officer
of Unitank, a Philadelphia-based terminal company, which was sold and
merged with GATX, which does not compete with Maritrans.
Mr. Ward was named President of the Eastern Division of the Operating
Partnership in May 1993. Previously, Mr. Ward was President of the Inland
Division of the Operating Partnership since February 1992 and prior to
that was Manager, Traffic, a position he held since September 1990. Mr.
Ward was East Coast Chartering Manager from June 1989 to September 1990.
Prior to that position, Mr. Ward was Traffic Manager - Black Oil. He held
a similar position with the Sonat Marine Group. Mr. Ward has been employed
in various capacities by Maritrans or its predecessors since 1975.
Mr. York was named President of the Inland Division of the Operating
Partnership in May 1993. Previously, Mr. York was continuously employed
since 1985 by the Company or its predecessors in various capacities
including Manager, Market Planning; Manager, Corporate Planning; and
Business Leader (Information Services).
Mr. Gillon was named Chairman of the Board of Marispond Inc. in
February 1993. Previously, Mr. Gillon was a consultant to the Company
since November 1992. Prior to that, he was President, Chief Executive
Officer and a Director of Wescol Shipping Inc. from July 1990. From April
1980 until July 1989, he was President of Lavino Agency Group, and served
as a Director of Lavino Shipping Company.
Mr. Bromfield has been Controller of Maritrans Inc. since April 1993,
and previously held that title with Maritrans GP Inc. since February 1992.
Previously, Mr. Bromfield was Assistant Controller. He held a similar
position with the Sonat Marine Group since October 1986. Mr. Bromfield has
been employed in various capacities by Maritrans or its predecessors since
1981.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors' Compensation
During fiscal 1993, pursuant to its compensation policy for outside
directors, the Company paid outside directors $1,000 for each Board of
Directors meeting attended and $500 for each Board of Directors committee
meeting attended, plus expenses. In addition, the outside directors
received Board of Directors annual retainer fees totalling $18,000 each.
Each outside director also received a retainer of $1,000 for each Board of
Directors committee on which he served. Aggregate directors fees paid in
1993 for Board of Directors meetings and Board of Directors Committee
19
<PAGE>
<PAGE> 22
meetings amounted to $90,000. In 1994 and thereafter, the Company intends
to pay one-half of each outside directors' annual retainer fee in Common
Stock of the Company. See "Approval Of Amendments To The Maritrans Inc.
Equity Compensation Plan And Grants Of Stock Thereunder."
Executive Compensation
The following Summary Compensation Table sets forth the cash
compensation and certain other components of the compensation received by
the Chief Executive Officer, the other four most highly compensated
executive officers and the former President and Chief Operating Officer
and the former Executive Vice President of Maritrans Inc. or its
subsidiaries in 1993, 1992, and 1991.
SUMMARY COMPENSATION TABLE
20
<PAGE>
<PAGE> 23
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards-
------------------------------------------ Securities
Other Annual Underlying All Other
Salary Bonus Compensation Options Compensation
Name and Principal Position Year ($) ($) ($)(1)(2) (#) ($)(1)(3)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Van Dyck, 1993 303,464 128,807 4,770 168,827 16,917
Chairman of the Board 1992 251,494 277,237(5) 8,258 19,531
and Chief Executive 1991 261,591 187,810
Officer
Craig N. Johnson, 1993 242,696 79,200 454 102,671 509,661(8)
Former President and 1992 217,668 135,692 353 13,007
Chief Operating Officer 1991 227,261 139,320
James H. Sanborn, 1993 175,843 43,665 2,546 44,058 7,068(9)
Former Executive Vice 1992 165,048 117,158(6) 7,435 10,748
President 1991 172,315 105,600
Edward R. Sheridan 1993(4) 144,616 68,617 44,058
President, Distribution
Services Division-
Operating Partnership
Edward J. Flood, 1993 119,770 47,458 12,226 3,843
Chairman, Maritrans 1992 109,130 52,475 5,586
Holdings Inc. 1991 100,000 31,656
Gary L. Shaefer, 1993 124,098 40,774 1,632 23,249 5,316
Vice President, Chief 1992 124,608 59,217(7) 5,552 4,665
Financial Officer and 1991 127,490 26,858
Treasurer
Brian J. Telford, 1993 120,000 34,658 11,969 1,048
President, Gulf 1992(4) 36,614 10,968
Division-Operating
Partnership
</TABLE>
----------
(1) Other Annual Compensation and All Other Compensation are only required
to be reported for 1993 and 1992.
(2) Amounts shown in this column represent reimbursements for taxes paid
by such executive officers for health, life, and insurance benefits
received during 1993 and 1992.
(3) Amounts shown in this column represent, as applicable, Company
contributions under the Maritrans Inc. Profit Sharing and Savings
Plan, accruals under the Excess Benefit Plan, and insurance premiums
21
<PAGE>
<PAGE> 24
paid pursuant to such officers' employment agreement. See "Certain
Transactions."
(4) Year of hire.
(5) The amount shown in this column for Mr. Van Dyck was derived from the
following figures:
(1) $210,137 - Bonus earned in 1992 and (2) $67,100 - Bonus earned
relative to expiration of an agreement entered into with Sonat
Inc.
(6) The amount shown in this column for Mr. Sanborn was derived from the
following figures:
(1) $73,158 - Bonus earned in 1992 and (2) $44,000 - Bonus earned
relative to expiration of an agreement entered into with Sonat
Inc.
(7) The amount shown in this column for Mr. Schaefer was derived from the
following figures:
(1) $39,817 - Bonus earned in 1992 and (2) $19,400 - Bonus earned
relative to expiration of an agreement entered into with Sonat
Inc.
(8) The amount shown in this column for Mr. Johnson was derived from the
following figures:
(1) $9,961 - Benefits described in footnote (3) above, and (2)
$500,000 - Severance payments made in conjunction with termination
of employment agreement. Mr. Johnson resigned as President and
Chief Operating Officer of the Company effective December 17, 1993
but continues as a director. Pursuant to an agreement between Mr.
Johnson and the Company, he was paid his normal base salary
through December 31, 1993, $250,000 on December 31, 1993 and
$250,000 on January 1, 1994 as well as a monthly sum (for 2 years)
to cover medical insurance. These payments are in full
satisfaction of any and all sums that might otherwise have been
due to Mr. Johnson under the Employment Agreement between Mr.
Johnson and the Company entered into as of April 1, 1993. In
addition, Mr. Johnson retains the right to exercise options to
purchase 50,000 shares of Common Stock of the Company on or before
December 31, 1996 and forfeited options to purchase 52,671 shares
of Common Stock. The Agreement also reaffirms Mr. Johnson's
obligations as to confidential information and non-competition
with the Company and provides for mutual releases of any claims.
(9) Mr. Sanborn retired as Executive Vice President of the Company
effective on December 17, 1993 but continues as a director. Pursuant
to an agreement between Mr. Sanborn and the Company, Mr. Sanborn was
paid his normal base salary through December 31, 1993, a monthly sum
through June 30, 1995 to pay for medical insurance and a supplemental
monthly pension equal to the actuarial equivalent of $5,346 on a
single life basis (such amount is reduced by the actual amount of any
retirement benefit paid to Mr. Sanborn under the Company's retirement
plans). The Agreement also reaffirms Mr. Sanborn's obligations as to
confidential information and non-competition with the Company, permits
22
<PAGE>
<PAGE> 25
the Company to retain Mr. Sanborn's services on a consulting basis and
provides for mutual releases of any claims.
Options Grants in 1993
The following table sets forth certain information concerning options
granted during 1993 to the named executives:
<TABLE>
<CAPTION> Potential Realizable
Value at Assumed
Annual Rates of Stock
Number of % of Total Price Appreciation
Underlying Granted to Exercise for Option Term (1) (2)
Options Employees Price Expiration -----------------------
Name Granted in 1993 ($/Share) Date 5% 10%
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Van Dyck .......... 168,827 35.46% $4.00 3/31/02 $372,316 $917,033
Craig N. Johnson.............. 102,671(2) 21.57% $4.00 12/31/96 28,769 60,150
/96 28,769 60,150
James H. Sanborn ............. 44,058 9.25% $4.00 3/31/02 97,162 239,314
Edward R. Sheridan............ 44,058 9.25% $4.00 3/31/02 97,162 239,314
Edward J. Flood .............. 12,226 2.57% $4.00 3/31/02 26,962 66,409
Gary L. Schaefer ............. 23,249 4.88% $4.00 3/31/02 51,271 126,284
Brian J. Telford ............. 11,969 2.51% $4.00 3/31/02 26,395 65,013
</TABLE>
----------
(1) The dollar amounts under these columns are the result of calculations
at 5% and 10% rates set by the Securities Exchange Commission and
therefore are not intended to forecast possible future appreciation of
the price of the Common Stock. The Registrant did not use an
alternative formula for a grant date valuation, an approach which
would state gains at present, and therefore lower, value.
(2) As part of Mr. Johnson's separation agreement options to purchase
50,000 shares of Common Stock were retained by Mr. Johnson and options
to purchase 52,671 shares were forfeited.
Aggregated Options Exercises in 1993 and 1993 Year-end Options Values
The following table summarizes options exercised during 1993 and
presents the value of unexercised options held by the named executives at
year-end:
23
<PAGE>
<PAGE> 26
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
Shares at 12/31/93 at 12/31/93
Acquired Value Exercisable (E) Exercisable (E)
on Exercise Realized Unexercisable(U) Unexercisable(U)
---------------------------------------------------------------------
Name $
------------------------------
<S> <C> <C> <C> <C>
Stephen A. Van Dyck .......... 0 0 168,827 (U) 21,103 (U)
Craig N. Johnson ............. 0 0 50,000(1) (U) 12,834 (U)
James H. Sanborn ............. 0 0 44,058 (U) 5,507 (U)
Edward R. Sheridan ........... 0 0 44,058 (U) 5,507 (U)
Edward J. Flood .............. 0 0 12,226 (U) 1,528 (U)
Gary L. Schaefer ............. 0 0 23,249 (U) 2,906 (U)
Brian J. Telford ............. 0 0 11,969 (U) 1,496 (U)
</TABLE>
----------
(1) As part of Mr. Johnson's separation agreement options to purchase
50,000 shares of Common Stock were retained by Mr. Johnson and options
to purchase 52,671 shares were forfeited.
Long-Term Incentive Plan - Awards in 1993
The following table sets forth certain information concerning awards
made under the Company's Long-Term Incentive Plan to the named executives
during 1993:
<TABLE>
<CAPTION>
Estimated Future Payouts Under
Performance Non-Stock Price-Based Plans
Number of or Other ---------------------------------
Shares, Period Threshold
Units, or Until Target Maximum
Other Maturation Payout Payout Payout
Name Rights or Payout ($) ($) ($)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Stephen A. Van Dyck ...................... 6,400 3 Years 0 320,000 480,000
Craig N. Johnson (1) .....................
James H. Sanborn (2) ..................... 1,660 3 Years 0 20,750 31,125
Edward R. Sheridan ....................... 1,660 3 Years 0 83,000 124,500
Edward J. Flood .......................... 480 3 Years 0 24,000 36,000
Gary L. Schaefer ......................... 840 3 Years 0 42,000 63,000
Brian J. Telford ......................... 480 3 Years 0 24,000 36,000
</TABLE>
----------
Units shown in this table represent performance units granted pursuant to
the Maritrans Inc. Performance Unit Plan. Under this plan, the value of
performance units (initially established at $50 per unit) is adjusted
pursuant to a formula, based on average pre-tax earnings. At the end of
the three-year performance cycle, the performance units' adjusted values
are paid out to the participants in cash.
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<PAGE> 27
(1) Although Mr. Johnson was granted units in 1993, the units expired
without value in connection with his separation agreement with the
Company.
(2) Due to his retirement, Mr. Sanborn's estimated future payouts have
been pro-rated in value for his term of employment during the
performance period.
Employment Contracts
See "Certain Transactions" for a description of employment
agreements (which include certain change-in-control and termination of
employment arrangements) between the Company and certain of its executive
officers.
Retirement Plan
The following table sets forth the estimated annual benefits payable
upon retirement under the Maritrans Inc. Retirement Plan and Excess
Benefit Plan.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Annual Years of Credited Service
Compensation 15 20 25 30
--------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$100,000 24,000 32,000 40,000 48,000
125,000 30,000 40,000 50,000 60,000
150,000 36,000 48,000 60,000 72,000
175,000 42,000 56,000 70,000 84,000
200,000 48,000 64,000 80,000 96,000
225,000 54,000 72,000 90,000 108,000
250,000 60,000 80,000 100,000 120,000
275,000 66,000 88,000 110,000 132,000
300,000 72,000 96,000 120,000 144,000
325,000 78,000 104,000 130,000 156,000
350,000 84,000 112,000 140,000 168,000
375,000 90,000 120,000 150,000 180,000
</TABLE>
25
<PAGE>
<PAGE> 28
The following table sets forth the years of credited service through
December 31, 1993 for the Chief Executive Officer and the other named
executive officers of Maritrans Inc. or its subsidiaries.
YEARS OF CREDITED SERVICE
<TABLE>
<CAPTION>
Years of
Recipient Credited Service
---------------------------------------------------------------
<S> <C>
Stephen A. Van Dyck 19.5
Craig N. Johnson 3.0
James H. Sanborn 15.0
Edward R. Sheridan 0
Edward J. Flood 3.0
Gary L. Schaefer 17.0
Brian J. Telford 1.0
</TABLE>
Each eligible employee who has completed 1,000 hours of service in an
eligibility computation period becomes a participant in the Maritrans Inc.
Retirement Plan. The Retirement Plan is a noncontributory defined benefit
pension plan under which the contributions are actuarially determined each
year. Retirement benefits are calculated, for those employees who
commenced participation on or after August 14, 1984, as 48% of the average
basic monthly compensation reduced by 1/30th for each year of service at
retirement which is under 30 years of service, or for those employees who
commenced participation before August 14, 1984, the greater of (i) the
foregoing benefit or (ii) 38.5% of average basic monthly compensation
reduced by 1/15th for each year of service at retirement which is under 15
years of service. Average basic monthly compensation is determined by
averaging compensation for the five consecutive plan years that will
produce the highest amount.
Benefits are paid in the form of a joint and survivor annuity for
married participants and in the form of a ten-year certain single life
annuity for unmarried participants, unless an actuarially equivalent
payment option is selected. The preceding table shows estimated annual
retirement benefits, payable in the form of a ten-year certain single life
annuity, at the normal retirement age of 65 for specified compensation and
years of credited service classifications.
The Internal Revenue Code limits annual benefits that may be paid
under tax qualified plans. Benefits under the Retirement Plan which exceed
such limitations are payable under the Excess Benefit Plan. The Excess
Benefit Plan pays a monthly benefit to the participant equal to the amount
by which monthly benefits under the Retirement Plan would exceed the
Internal Revenue Code limitations.
Annual compensation taken into account under the foregoing plans in
1993 for the officers listed in the Summary Compensation Table was
$303,464 for Mr. Van Dyck, $242,696 for Mr. Johnson, $175,843 for Mr.
Sanborn, $144,616 for Mr. Sheridan, $119,770 for Mr. Flood, $124,098 for
Mr. Schaefer, and $120,000 for Mr. Telford. Pension amounts are not
subject to reduction for Social Security benefits.
26
<PAGE>
<PAGE> 29
Compensation Committee Interlocks and Insider Participation
During fiscal 1993, the members of the Compensation Committee were
responsible for determining executive compensation. Messrs. Boni, Lindsay
and Johnson comprised the Compensation Committee during this period. Mr.
Johnson was the President and Chief Operating Officer of the Company until
December 17, 1993. Other than Mr. Johnson, who no longer serves on the
Compensation Committee, none of these individuals received compensation as
an officer of the Company during fiscal 1993. No officer of the Company
presently serves on the Compensation Committee.
During 1993 and 1994, the Company made certain payments to Mr. Johnson
in connection with his separation from the Company as an employee. See
"Compensation of Directors and Executive Officers - Executive
Compensation."
Report of the Compensation Committee on Executive Compensation
I. Compensation Philosophy and Strategy
Maritrans strives to increase its earnings and to enhance shareholder
value by assuring an appropriate return on its assets and equity. Two
elements of the business strategy critical to achieving growth in earnings
are minimizing the risks and costs of the traditional marine
transportation business and offering new, value-added distribution
services to customers.
The business environment in the core business continues to be
intensely competitive and subject to many rigid environmental laws and
operating regulations. Maritrans believes that navigating the transition
from the more traditional commodity barge business to its distribution
services vision requires great ingenuity, continuous learning and personal
dedication in its key impact employees. Therefore, it is critical that
Maritrans' total compensation program attract and retain the caliber of
people necessary to generate success for the Company and its shareholders.
Maritrans' philosophy for its executive compensation programs is to
reward the most relevant factors which drive the return to shareholders.
Maritrans identifies these factors to be:
* preservation of the business through safe operations, especially in
light of the provisions of the Oil Pollution Act of 1990 and
subsequent state oil pollution laws;
* achievement of annual financial goals; and
* achievement of long-term shareholder value.
The Compensation Committee of Maritrans Inc.'s Board of Directors (the
"Committee") and Maritrans' executives have recognized the need to
review continuously the Company's executive compensation program to ensure
that it:
* reflects its unique, quality-oriented, entrepreneurial,
customer-focused orientation;
27
<PAGE>
<PAGE> 30
* is competitive with other similar industry organizations;
* is effective in driving performance to achieve financial and safety
goals and to create shareholder value;
* is cost-efficient and fair to employees, management and
shareholders;
* is well communicated and understood by program participants.
Maritrans regularly consults with compensation and benefit
consultants. In 1993 Maritrans engaged an independent compensation and
benefits consulting firm to review the key executive compensation and
benefits program. Reviewed were its alignment with business strategy, with
comparative peer companies and with the interests of shareholders,
customers, communities, management, employees, the physical environment
and other stakeholders in Maritrans' success.
II. Program Description
A. Total Compensation Approach
Maritrans' compensation strategy is to place a substantial amount of
executive total cash compensation at risk in the form of performance-based
programs. Therefore, in addition to base salary, Maritrans' executives
participate in three incentive-based plans: an annual incentive plan, a
stock option plan and a long-term stock-related performance unit plan.
Maritrans' executives can achieve total compensation levels significantly
above peer comparison group levels when annual and long-term performance
significantly exceeds established goals and shareholders are rewarded
through stock price growth and dividends. Likewise, total executive
compensation could fall substantially below average levels, when
established goals for safe operations, financial achievement and
shareholder return are not achieved.
Peer companies utilized for competitive labor market analysis during
1993 are not necessarily the same group as those companies included in the
performance graph of Maritrans' total shareholder returns (stock price
growth and dividend reinvestment) accompanying this report.
B. Base Salaries
Executive base salaries are determined according to job
responsibilities, strategic contribution level, market compensation data,
performance and experience criteria. Base salary bands are set at
appropriate levels to attract high-performing people into a high-risk
business. Salary bands are currently set at approximately the median level
of published survey data and are reviewed annually, with adjustments based
on the labor market analyses. Individual base salaries are also reviewed
annually, with adjustments based on performance against objectives.
For 1993, Mr. Van Dyck received a 20 percent salary increase that
brought his base compensation to $312,900. Based on published salary data
provided by its consultants, the Committee believes this salary to be
average as compared with similarly-sized non-manufacturing companies. The
28
<PAGE>
<PAGE> 31
1993 increase followed an eight percent salary reduction suggested by Mr.
Van Dyck and made effective by the Committee for 1992. The 1993 increase
reflects contributions made by Mr. Van Dyck during the previous fiscal
year and the voluntary reduction of the prior year. The other named
executives who were eligible for a salary adjustment received an average
salary increase of two percent based on their individual contributions
during the 1993 fiscal year. In 1992, named executives averaged a four
percent salary decrease.
C. Annual Incentive Plan
Early in 1993 the Committee lowered executive bonus opportunities, as
a percentage of base salaries, based on its review of external surveys and
market data for similarly performing companies. It also realigned
financial performance objectives to make a bonus payout more difficult to
achieve. As a result, target bonus opportunities were reduced from the
prior fiscal year for the executive officers.
The Committee believes that the Plan is designed to relate executive
compensation directly to Company performance so that such bonuses will
provide a financial reward only for the achievement of substantial
business results. Bonuses were awarded to executive officers based upon
the recommendation of the Chief Executive Officer and the determination by
the Committee that such bonuses were an appropriate reward for the
economic and operating performance results achieved by the Company during
1993.
Safety and oil spill results, where Maritrans' employees could affect
the outcome, represent half of the total bonus opportunity. Cargo and hull
losses associated with the OCEAN 255 collision were not counted as a
safety violation for 1993 bonus calculation purposes for two primary
reasons. First, the U. S. Coast Guard final report has not yet been
released, but all the evidence uncovered so far indicates the blame is
with the other parties. Second, all other safety results were exemplary,
with every division achieving all of the four safety goals.
SPILL RESULTS SAFETY RESULTS
% of Oil Spilled vs. Total BBLS Moved Combined Losses in Thousands
0.00001 |----------------------------- $3500 |--------------------------
|.00001% | $3,421,000
0.000008 |----------------------------- $3000 |--------------------------
| |
0.000006 |----------------------------- $2500 |--------------------------
| |
0.000004 |----------------------------- $2000 |--------------------------
| .00000021% |
0.000002 |----------------------------- $1500 |--------------------------
| .00000015% | $1,315,000
0 |----------------------------- $1000 |--------------------------
| | | |
1991 1992 1993 $500 |--------------------------
YEAR | $518,000
$0 |--------------------------
| | |
1991 1992 1993
<PAGE>
<PAGE> 32
Combined safety losses decreased by over 60 percent from 1992 and by
over 80 percent from 1991. Similarly, spills declined to .00000015 percent
of barrels transported from .00000021 percent and .00001 percent in the
prior two years. These improvements translate into substantial insurance
deductible savings and improved operations, both of which directly benefit
the shareholders. The other half of total bonus opportunity is based on
annual financial goals. The 1993 fiscal year was the first for which
economic performance was measured by pre-tax earnings. Maritrans'
achievement level in this category resulted in the Committee deciding to
award 42 percent of the total opportunity. Thus, the level of bonuses for
the 1993 fiscal year was 71 percent of the target bonus opportunity.
Bonuses earned for the fiscal year, as a percent of each executive's base
salary, were 42 percent for Mr. Van Dyck, 25 percent for Mr. Sanborn, 47
percent for Mr. Sheridan, 29 percent for Mr. Flood, 33 percent for Mr.
Schaefer and 29 percent for Mr. Telford. Mr. Johnson received no bonus for
this period under the terms of his separation, although he and Mr. Flood
received a special one-time grant of 19,800 shares and 3,200 shares,
respectively, of Common Stock at the time of the Conversion.
D. Long Term Incentives
The Committee believes that stock ownership by executive officers is
important as it aligns a portion of each executives' compensation with the
economic interest of the stockholders of the Company. The Committee
believes that stock option grants provide opportunities for capital
accumulation, promote long-term retention and foster an executive
officer's proprietary interest in the company. Under the Stock Option
Plan, options are issued at a price equal to the fair market value of a
share on the date of grant, and the options expire after ten years. The
grant of stock options is discretionary; however, it is the committee's
current policy to grant options biannually. Because the Company and the
Committee believe that stock options are a valuable incentive, stock
options have been extended to other individuals employed by the Company.
The Committee also believes that a long-term cash incentive plan is an
important portion of an executive's compensation package and, accordingly,
recommended that the Board of Directors adopt the Performance Unit Plan in
addition to the Stock Option Plan in 1993. The objectives of the Plan are
to provide a meaningful long-term incentive to senior executives and
encourage their continued employment by the Company. The Plan determines
the amount of compensation based upon the economic performance of the
Company over succeeding three-year periods of time.
On April 1, 1993, 17,360 performance units were granted to the
executive officers (6,400 for Mr. Van Dyck; 3,520 for Mr. Johnson; 1,660
for Mr. Sanborn; 1,660 for Mr. Sheridan; 480 for Mr. Flood; 840 for Mr.
Schaefer; 480 for Mr. Telford. In December 1993, Mr. Johnson's units were
forfeited with no value). Each performance period unit has an initial
value of $50 and the initial performance period will end on March 31,
1996. The actual value of the performance unit at the end of the
performance period is dependent upon the Company achieving its economic
performance target during the period. The actual value of a performance
unit at the end of the three-year period may vary from zero to more than
100 percent of the $50 nominal value. If Maritrans' performance continues
at 1993 levels until March 31, 1996, the value of each performance unit
30
<PAGE>
<PAGE> 33
will be zero. Because the Company and the Committee believe that
performance units are a valuable incentive, such units have been granted
to other individuals employed by the Company.
III. Chief Executive Officer Compensation
The salary, bonus, stock option and performance unit awards of the
Chief Executive Officer are determined by the Committee in conformance
with the policies described above. Mr. Van Dyck was paid a base salary for
the fiscal year ending December 31, 1993, of $312,900, which the Committee
believes to be competitive with the base salary paid to chief executive
officers of comparable companies. (Refer to Section II, paragraph B for
previous discussion.) Mr. Van Dyck participates in the incentive-based
plans described above. In this way, the Committee's philosophy of placing
a portion of an executive's compensation at risk to be dependent upon the
Company's performance is achieved.
IV. Internal Revenue Code Considerations
Payments made during 1993 to the Chief Executive Officer and the other
named officers under the plans discussed above were made without regard to
the provisions of Section 162(m) of the Internal Revenue Code of 1986, as
amended, which was not then applicable. For fiscal years beginning on or
after January 1, 1994, that section restricts the federal income tax
deduction that may be claimed by a "public company" for compensation
paid to the chief executive officer and the four most highly compensated
other officers to $1.0 million except to the extent that any amount in
excess of such limit is paid pursuant to a plan containing a performance
standard or a stock option plan that meets certain requirements. The stock
option plan and stock option grants made on and after April 1, 1993, are
being submitted for shareholder approval in order to meet the requirements
of Section 162(m). The Committee is considering whether the provisions of
Section 162(m) would have any adverse effect on the Company's other
incentive plans, and if so, how to respond.
Respectfully submitted,
Compensation Committee
of Maritrans Inc. Board of Directors
Dr. Robert E. Boni Bruce C. Lindsay
Chairman
31
<PAGE>
<PAGE> 34
Total Stockholder Return Graph
The Securities and Exchange Commission requires that the Company's
total return to its stockholders be compared to a relevant market index
and a similar industry index for the last five years.
The following chart shows a five year comparison of cumulative total
returns for the Company's Common Stock (including Units of Maritrans
Partners L.P. through March 31, 1993) during the five fiscal years ended
December 31, 1993 with the Dow Jones Equity Market Index and the Dow Jones
Marine Transportation Index. The comparison assumes an investment of $100
on December 31, 1988 in each index and the Company's Common Stock and that
all dividends and distributions were reinvested.
Comparison of Five Year Cumulative Return
Fiscal Year Ending December 31
200 |--------------------------------------------------------------------E
|
| E
| E
150 |---------------------------------------------------------------------
| ET
| E T
| M T
100 |MET----------------------------------------------------T-------------
| M M
| T
| M
50 |-------------------------------------------------------M-------------
|
|
|
0 |---------------------------------------------------------------------
| | | | | |
1988 1989 1990 1991 1992 1993
M = Maritrans E = DJ Equity Market Index T = DJ Marine Transportation Index
32
<PAGE>
<PAGE> 35
CERTAIN TRANSACTIONS
Employment Agreements
On October 5, 1993, the Company or one of its affiliates entered into
Employment Agreements with Messrs. Van Dyck, Flood, Sheridan, Telford, and
Ward, to take effect on April 1, 1993, the date on which those individuals
were first employed. The terms of the Employment Agreements continue until
written notice of termination is given by one of the parties. The
contracts provide for base salaries at the annual rate of $312,900 for Mr.
Van Dyck, $118,000 for Mr. Flood, $160,000 for Mr. Sheridan, $120,000 for
Mr. Telford, and $108,375 for Mr. Ward. Base salaries may be increased by
the Company's Board of Directors pursuant to its normal review policies.
The Employment Agreements also provide for the payment of bonuses in
accordance with the terms of the Annual Incentive Plan of the Company, and
for retirement and other benefits in accordance with the Company's current
policies for senior executive officers. A lump sum severance payment equal
to 36 months of base salary for Mr. Van Dyck, and 12 months of salary for
the other executives, plus incentive compensation would be payable if any
such officer is terminated without cause. In the event any such officer is
terminated for cause, only such compensation as has already been accrued
will be paid. In the event of termination of the officer's employment upon
a change of control, a payment equal to 2.99 multiplied by the officer's
average annual total compensation over the five years preceding the change
of control will be paid in a lump sum. Termination of employment upon a
change of control is broadly defined to include involuntary terminations
as well as constructive terminations. Mr. Van Dyck's Employment Agreement
provides for a death benefit equal to 12 months of base salary plus a pro
rata portion of any bonus due in addition to any insurance benefits
otherwise provided by the Company for its senior executive officers. The
Employment Agreement for Mr. Van Dyck also provides for 24 months of base
salary plus bonuses in the event of disability, which amounts are reduced
by any amounts paid under the Company's Long-Term Disability Plan.
In connection with the termination of a former executive officer of
the Company, the Company made payments to such individual in 1993 totaling
$218,212 representing accelerated salary, bonus and medical payments under
his employment agreement.
Change of Control Agreements
In addition to the employment agreements discussed above, on October
4, 1993, the Company entered into agreements with Messrs. Newcomb and
Schaefer that provide for a payment equal to 1.5 multiplied by their total
cash remuneration in the prior year if any such officer is terminated
(actually or constructively) within 2 years following a change of control
of the Company.
INDEPENDENT AUDITORS
Ernst & Young, independent auditors, were the Company's auditors for
the fiscal year ending December 31, 1993, and are expected to be retained
for the fiscal year ending December 31, 1994. Representatives of Ernst &
Young are expected to be present at the Annual Meeting and shall have the
opportunity to make a statement and to respond to appropriate questions.
33
<PAGE>
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OTHER MATTERS
Management is not aware of any matters to come before the Annual
Meeting which will require the vote of stockholders other than those
matters indicated in the Notice of Meeting and this Proxy Statement.
However, if any other matter requiring stockholder action should properly
come before the Annual Meeting or any adjournments or postponements
thereof, those persons named as proxies on the enclosed proxy card will
vote thereon according to their best judgment.
STOCKHOLDER PROPOSALS FOR THE 1995 ANNUAL MEETING
Proposals of stockholders proposed to be presented at the 1995 Annual
Meeting of Stockholders must be received by the Company at the offices
shown of the first page of the Proxy Statement on or before December 1,
1994, in order to be considered for inclusion in the proxy material to be
issued in connection with such meeting. Proposals should be directed to
the attention of the Secretary of the Company.
SECTION 16 REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who
own more than 10% of a registered class of the Company's Common Stock to
file initial reports of ownership and reports of changes in ownership with
the Securities and Exchange Commission. Such persons are required to
furnish the Company with copies of all such reports they file.
Based solely on written representations of purchases and sales of the
Company's Common Stock from certain reporting persons, the Company
believes that all filing requirements applicable to its directors,
executive officers and persons who own more than 10% of the Company's
Common Stock have been observed in respect of fiscal 1993.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K, including
financial statements and schedules, excluding exhibits, for the fiscal
year ended December 31, 1993, is available without charge, upon written
request, to each stockholder of record on March 14, 1994. Requests should
be directed to Mr. Gary L. Schaefer, Vice President, Chief Financial
Officer and Treasurer, Maritrans Inc., One Logan Square, 26th Floor,
Philadelphia, Pennsylvania 19103.
By order of the Board of
Directors
John C. Newcomb
Secretary
Dated: March 30, 1994
34
<PAGE>
<PAGE> 37
Exhibit A
(This Exhibit is marked to show the effect of the proposed amendments
to the Equity Compensation Plan, as adopted by the Board of Directors on
January 27, 1994. New text is in bold faced type and underlined; text
which has been deleted is (enclosed in brackets) and crossed out).
MARITRANS INC.
EQUITY COMPENSATION PLAN
The purpose of the Maritrans Inc. Equity Compensation Plan (the
"Plan") is (i) to authorize the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board") to
provide designated officers {and}, other employees AND NON-EMPLOYEE
DIRECTORS of Maritrans Inc. and its subsidiaries (hereinafter collectively
referred to as the "Company") with certain rights to acquire common
stock of the Company and (ii) to provide for the grant of incentive stock
options and nonqualified stock options. The Company believes that this
equity compensation program will cause the participants to contribute
materially to the growth of the Company, thereby benefitting the Company's
shareholders.
1. Administration
The Plan shall be administered and interpreted by the Compensation
Committee consisting of not less than {three} TWO persons appointed by the
Board from among its members; provided, however, that grant decisions made
hereunder shall be made by at least two persons, all of whom shall be both
"disinterested persons" as defined under Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act") and members of the Committee,
and that the Board may appoint a subcommittee for this purpose (in which
case, references herein to the "Committee" shall mean the subcommittee
as appropriate). After receiving recommendations from management of the
Company, the Committee shall have the sole authority to determine (i) the
employees to whom options and awards shall be granted under the Plan, (ii)
the type, size and terms of the awards to be made to each employee
selected, (iii) the time when the awards will be granted and the duration
of the exercise period and (iv) any other matters arising under the Plan.
NON-EMPLOYEE DIRECTORS, AS DEFINED BELOW, MAY ONLY RECEIVE STOCK GRANTS
PURSUANT TO THE PROVISIONS OF SECTION 6(F). The Committee shall have full
power and authority to administer and interpret the Plan and to adopt or
amend such rules, regulations, agreements and instruments for implementing
the Plan and for conduct of its business as it deems necessary or
advisable, in its sole discretion. The Committee's interpretations of the
Plan and all determinations made by the Committee pursuant to the powers
vested in it hereunder shall be conclusive and binding on all persons
having any interests in the Plan or in any awards granted hereunder.
2. Grants
Incentives under the Plan shall consist of incentive stock options,
nonqualified stock options, restricted stock grants and stock appreciation
rights (hereinafter collectively referred to as "Grants"). All Grants
shall be subject to the terms and conditions set forth herein and to those
other terms and conditions consistent with this Plan as the Committee
A-1
<PAGE>
<PAGE> 38
deems appropriate as are specified in writing by the Committee to the
employee (the "Grant Letter"). The Committee shall approve the form and
provisions of each Grant Letter to an employee. Grants under a particular
Section of the Plan need not be uniform as among the employees and Grants
under two or more Sections of the Plan may be combined in one instrument;
PROVIDED, HOWEVER, THAT GRANTS TO NON-EMPLOYEE DIRECTORS, AS DEFINED
BELOW, SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION
6(F).
3. Shares Subject to the Plan
(a){(a)} Subject to the adjustment specified below, the aggregate
number of shares of common stock of the Company ("Company Stock") that
have been or may be issued or transferred under the Plan is {1,500,000
shares.} 1,250,000 SHARES. DURING THE TERM OF THE PLAN, THE MAXIMUM
AGGREGATE NUMBER OF SHARES OF COMPANY STOCK THAT SHALL BE SUBJECT TO
OPTIONS OR AWARDS UNDER THE PLAN TO ANY SINGLE INDIVIDUAL SHALL NOT EXCEED
ONE-THIRD OF THE AGGREGATE LIMITATION SPECIFIED IN THE PRECEDING SENTENCE.
The shares may be authorized but unissued shares or treasury shares. If
and to the extent options granted under the Plan terminate, expire, or
cancel without having been exercised, or if any shares of restricted stock
are forfeited, the shares subject to such option or such award shall again
be available for purposes of the Plan.
(b){(b)} If there is any change in the number or kind of shares of
Company Stock through the declaration of stock dividends, or through a
recapitalization, stock splits, or combinations or exchanges of such
shares, or merger, reorganization or consolidation of the Company,
reclassification or change in par value or by reason of any other
extraordinary or unusual events, the number of shares of Company Stock
available for Grants and the number of such shares covered by outstanding
Grants, and the price per share or the applicable market value of such
Grants, shall be proportionately adjusted by the Committee to reflect any
increase or decrease in the number or kind of issued shares of Company
Stock; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.
4. Eligibility for Participation
Officers and other employees of the Company designated by the Company
AND MEMBERS OF THE BOARD, WHO ARE NOT EMPLOYED IN ANY CAPACITY BY THE
COMPANY (HEREINAFTER REFERRED TO AS "NON-EMPLOYEE DIRECTORS") shall be
eligible to participate in the Plan (hereinafter referred to individually
as the "Participant" and collectively as the "Participants"). After
receiving recommendations from management of the Company, the Committee
shall select the persons to receive Grants (the "Grantees") from among
the Participants and determine the number of shares of Company Stock
subject to a particular Grant in its sole discretion; PROVIDED, HOWEVER,
THAT NON-EMPLOYEE DIRECTORS MAY ONLY RECEIVE GRANTS OF STOCK PURSUANT TO
SECTION 6(F). Nothing contained in this Plan shall be construed to limit
the right of the Company to grant options otherwise in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of
the business or assets of any corporation, firm or association, including
options granted to employees thereof who become employees of the Company,
or for other proper corporate purpose.
A-2
<PAGE>
<PAGE> 39
5. Granting of Options
(a){(a)} Number of Shares. The Committee shall grant to each Grantee a
number of stock options determined in its sole discretion. The Committee,
in its sole discretion, may provide a greater amount of stock options to
any Grantee at any time.
(b){(b)} Type of Option and Price. The Committee may grant options
qualifying as incentive stock options ("Incentive Stock Options") within
the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and/or other stock options ("Nonqualified Stock
Options") in accordance with the terms and conditions set forth herein or
any combination of Incentive Stock Options and Nonqualified Stock Options
(hereinafter referred to collectively as "Stock Options"). The purchase
price of Company Stock subject to an Incentive Stock Option or a
Nonqualified Stock Option shall be the fair market value of a share of
such stock on the date such Stock Option is granted. Notwithstanding the
foregoing, with respect to a Stock Option other than an Incentive Stock
Option, the price at which Company Stock may be purchased may be equal to
either (i) the fair market value of Company Stock as of a date subsequent
to the date of grant as specified by the Committee in the Grant Letter or
(ii) the average of such fair market value over a period of time as
specified by the Committee in the Grant Letter, but in no event shall the
price be less than fifty percent (50%) of the fair market value of Company
Stock on the date of grant. The "fair market value" of Company Stock
shall be the closing price of a share of Company Stock on the New York
Stock Exchange; provided, however, that if shares of Company Stock shall
not be listed on the New York Stock Exchange, then the fair market value
will be the closing price of a share of Company Stock on the principal
stock exchange on which such shares are listed for trading, or if no sale
takes place on such day on any such exchange, the average of the closing
bid and asked prices on such day as officially quoted on any such stock
exchange or if the Company Stock is not admitted to trading on any stock
exchange the fair market price shall be the last sale reported on the
NASDAQ National Market System published in the Wall Street Journal or, if
no such sale is so reported, the average of the reported closing bid and
asked prices on such day in the over-the-counter market, as furnished by
the National Association of Security Dealers Automated System, or, if such
price at the time is not available from such system, as furnished by any
similar system then engaged in the business of reporting such prices and
selected by the Company or, if there is no such system, as furnished by
any member of the National Association of Security Dealers, selected by
the Company.
(c){(c)} Exercise Period. The Committee shall determine the option
exercise period of each Stock Option. The exercise period shall not exceed
ten years from the date of grant. Notwithstanding any determinations by
the Committee regarding the exercise period of any Stock Option, all
outstanding Stock Options shall become immediately exercisable upon a
Change of Control of the Company (as defined herein).
(d){(d)} Vesting of Options. The vesting period for Stock Options
shall commence on the date of grant and shall end on such date as is
determined by the Committee, in its sole discretion, which shall be
specified in the Grant Letter. Notwithstanding any determinations by the
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Committee regarding the vesting period of any Stock Option, all
outstanding Stock Options shall become immediately exercisable upon a
Change of Control of the Company (as defined herein).
(e){(e)} Manner of Exercise. A Grantee may exercise a Stock Option by
delivering a notice of exercise to the Committee with accompanying payment
of the option price. Such notice may instruct the Company to deliver
shares of Company Stock due upon the exercise of the Stock Option to any
registered broker or dealer designated by the Company ("Designated
Broker") in lieu of delivery to the Grantee. Such instructions must
designate the account into which the shares are to be deposited. The
Grantee may tender this notice of exercise, which has been properly
executed by the Grantee, and the aforementioned delivery instructions to
any Designated Broker.
(f){(f)} Termination of Employment, Disability or Death.
(1){(1)} In the event the Grantee during his lifetime ceases to be
an employee of the Company for any reason other than death, any Stock
Option which is otherwise exercisable by the Grantee shall terminate
unless exercised within six months and one day of the date on which he
ceases to be an employee (or within such other period of time as may
be specified in the Grant Letter), but in any event no later than the
date of expiration of the option exercise period; provided, however,
that in the case of a Grantee who is disabled within the meaning of
Section 105(d)(4) of the Code, such period shall be one year rather
than six months and one day (except as the Committee may otherwise
provide in the Grant Letter).
(2){(2)} In the event of the death of the Grantee while he is an
employee of the Company or within not more than three months of the
date on which he ceases to be an employee (or within such other period
of time as may be specified in the Grant Letter), any Stock Option
which was otherwise exercisable by the Grantee at the date of death
may be exercised by his personal representative at any time prior to
the expiration of three years from the date of death, but in any event
no later than the date of expiration of the option exercise period.
(g){(g)} Satisfaction of Option Price. The Grantee shall pay the
option price in cash, by delivering shares of Company Stock already owned
by the Grantee and having a fair market value on the date of exercise
equal to the option price or with the combination of cash and shares. The
Grantee shall pay the option price and the amount of withholding tax due,
if any, at the time of exercise. Shares of Company Stock shall not be
issued or transferred upon exercise of a Stock Option until the option
price and the withholding obligation is fully paid.
(h){(h)} Limits on Incentive Stock Options. Each Grant of an Incentive
Stock Option shall provide that it is not transferable by the Grantee
otherwise than by will or the laws of descent and distribution or, if
permitted under Rule 16b-3 of the Exchange Act and if permitted in any
specific case by the Committee in their sole discretion, pursuant to a
qualified domestic relations order as defined under the Internal Revenue
Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") or the rules thereunder, and is exercisable, during
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the Grantee's lifetime, only by the Grantee and that the aggregate fair
market value of the Company Stock on the date of the Grant with respect to
which Incentive Stock Options are exercisable for the first time by a
Grantee during any calendar year under the Plan and under any other stock
option plan of the Company shall not exceed $100,000. An Incentive Stock
Option shall not be granted to any Participant who, at the time of grant,
owns stock possessing more than 10 percent of the total combined voting
power of all classes of stock of the Company or parent of the Company.
Unless a Grantee could otherwise transfer Company Stock issued pursuant to
an Incentive Stock Option granted hereunder without incurring liability
under Section 16(b) of the Exchange Act, at least six months must elapse
from the date of acquisition of an Incentive Stock Option to the date of
disposition of the Company Stock issued upon exercise of such option.
6. Restricted Stock Grants
The Committee may issue or transfer shares of Company Stock to a
Participant under a grant (a "Restricted Stock Grant") pursuant to an
incentive or long range compensation plan or program approved by the
Committee and adopted by the Board of Directors of the Company. The
following provisions are applicable to Restricted Stock Grants:
(a){(a)} General Requirements. Shares of Company Stock issued pursuant
to Restricted Stock Grants will be issued for no consideration. Subject to
any other restrictions by the Committee as provided pursuant to Section
6(e), restrictions on the transfer of shares of Company Stock set forth in
Section 6(c) shall lapse on such date or dates as the Committee may
approve until the restrictions have lapsed on 100% of the shares;
provided, however, that upon a Change of Control of the Company, all
restrictions on the transfer of the shares which have not, prior to such
date, been forfeited shall immediately lapse. The period of years during
which the Restricted Stock Grant will remain subject to restrictions will
be designated in the Grant Letter as the "Restriction Period."
(b){(b)} Number of Shares. The Committee shall grant to each Grantee a
number of shares of Company Stock determined in its sole discretion. The
Committee, in its sole discretion, may provide a greater amount of
Restricted Stock to any Grantee at any time.
(c){(c)} Requirement of Employment. If the Grantee's employment
terminates during a period designated in the Grant Letter as the
Restriction Period, the Restricted Stock Grant terminates as to all shares
covered by the Grant as to which restrictions on transfer have not lapsed,
and those shares of Company Stock must be immediately returned to the
Company. The Committee may, however, provide for complete or partial
exceptions to this requirement as it deems equitable.
(d){(d)} Restrictions on Transfer and Legend on Stock Certificate.
During the Restriction Period, a Grantee may not sell, assign, transfer,
pledge, or otherwise dispose of the shares of Company Stock to which such
Restriction Period applies except to a Successor Grantee under Section 8.
Each certificate for a share issued or transferred under a Restricted
Stock Grant shall contain a legend giving appropriate notice of the
restrictions in the Grant. The Grantee shall be entitled to have the
legend removed from the stock certificate or certificates covering any of
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the shares subject to restrictions when all restrictions on such shares
have lapsed.
(e){(e)} Lapse of Restrictions. All restrictions imposed under the
Restricted Stock Grant shall lapse upon the expiration of the applicable
Restriction Period; provided, however, that upon a Change of Control of
the Company, all restrictions on the transfer of the shares which have
not, prior to such date, been forfeited shall immediately lapse. In
addition, the Committee may determine as to any or all Restricted Stock
Grants, that all the restrictions shall lapse, without regard to any
Restriction Period, under such circumstances as it deems equitable.
(f) STOCK GRANTS TO NON-EMPLOYEE DIRECTORS. ON OR BEFORE FEBRUARY 1
AND AUGUST 1 OF EACH YEAR, BEGINNING AUGUST 1, 1994, EACH NON-EMPLOYEE
DIRECTOR SHALL RECEIVE A GRANT OF SHARES OF COMPANY STOCK EQUAL IN VALUE
TO 1/2 OF THE AMOUNT OF THE ANNUAL RETAINER DUE TO SUCH NON-EMPLOYEE
DIRECTOR FOR THE IMMEDIATELY PRECEDING SEMI-ANNUAL PERIOD. FOR PURPOSES OF
DETERMINING THE AMOUNT OF SHARES TO BE DISTRIBUTED, THE FAIR MARKET VALUE
OF A SHARE OF COMPANY STOCK SHALL BE DETERMINED IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5(B). SUCH SHARES SHALL NOT BE SOLD FOR 6 MONTHS
FOLLOWING THE DATE OF GRANT. NO OTHER RESTRICTIONS SHALL APPLY TO SUCH
SHARES. NOTWITHSTANDING ANY OTHER PROVISION OF THE PLAN, THIS SECTION 6(F)
MAY NOT BE AMENDED MORE THAN ONCE EVERY SIX MONTHS, EXCEPT FOR AMENDMENTS
NECESSARY TO CONFORM THE PLAN TO CHANGES OF THE PROVISIONS OF, OR THE
REGULATIONS RELATING TO, THE CODE.
7. Stock Appreciation Rights
(a){(a)} The Committee may grant stock appreciation rights ("SARs")
to any Grantee in tandem with any Stock Option, for all or a portion of
the applicable Stock Option, either at the time the Stock Option is
granted or at any time thereafter while the Stock Option remains
outstanding; PROVIDED, HOWEVER, THAT IN THE CASE OF AN INCENTIVE STOCK
OPTION, SUCH RIGHTS MAY BE GRANTED ONLY AT THE TIME OF THE GRANT OF SUCH
STOCK OPTION. THE EXERCISE PRICE OF EACH SAR SHALL BE EQUAL TO (I) THE
EXERCISE PRICE OR OPTION PRICE OF THE RELATED STOCK OPTION OR (II) THE
FAIR MARKET VALUE OF A SHARE OF COMPANY STOCK AS OF THE DATE OF GRANT OF
SUCH SAR, BUT ONLY IN SUCH CIRCUMSTANCES WHERE THE SAR IS GRANTED
SUBSEQUENT TO THE DATE OF GRANT OF THE RELATED STOCK OPTION AND AN
EXERCISE PRICE ESTABLISHED IN ACCORDANCE WITH CLAUSE (I) ABOVE WOULD
RESULT IN THE DISALLOWANCE OF THE COMPANY'S EXPENSE DEDUCTION PURSUANT TO
SECTION 162(M) OF THE CODE.
{.(b)}
(b) The number of SARs granted to a Grantee which shall be exercisable
during any given period of time shall not exceed the number of shares of
Company Stock which the Grantee may purchase upon the exercise of the
related Stock Option or Stock Options during such period of time. Upon the
exercise of a Stock Option, the SARs relating to the Company Stock covered
by such Stock Option shall terminate. Upon the exercise of SARs, the
related Stock Option shall terminate to the extent of an equal number of
shares of Company Stock.
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(c){(c)} Upon a Grantee's exercise of some or all of his SARs, the
Grantee shall receive in settlement of such SARs an amount equal to the
value of the stock appreciation for the number of SARs exercised, payable
in cash, Company Stock or a combination thereof. The stock appreciation
for an SAR is the difference between the Option Price specified for the
related Stock Option and the fair market value of the underlying Company
Stock on the date of exercise of such SAR.
(d){(d)} At the time of such exercise, the Grantee shall have the
right to elect the portion of the amount to be received that shall consist
of cash and the portion that shall consist of Common Stock, which for
purposes of calculating the number of shares of Company Stock to be
received, shall be valued at their fair market value on the date of
exercise of such SARs. The Committee shall have the right to disapprove a
Grantee's election to receive cash in full or partial settlement of the
SARs exercised, and to require that shares of Company Stock be delivered
in lieu of cash. If shares of Company Stock are to be received upon
exercise of an SAR, cash shall be delivered in lieu of any fractional
share.
(e){(e)} An SAR is exercisable only during the period when the Stock
Option to which it is related is also exercisable. However, in no event
shall an SAR be exercisable during the first six months after being
granted, except that an SAR shall be exercisable at the time of death or
disability of the Grantee if the related Stock Option is then exercisable.
No SAR may be exercised for cash by an officer or director of the Company
subject to Section 16 of the Exchange Act, in whole or in part, except in
accordance with Rule 16b-3(e) under the Exchange Act which, among other
things, limits the period in which a Grantee may elect to exercise his SAR
for cash, in whole or in part, and may exercise the SAR right for cash, to
a period beginning on the third business day following the date of release
of the Company's quarterly or annual summary statements of earnings and
ending on the twelfth business day following such date.
8. Transferability of Options and Grants
Only a Participant or his or her authorized legal representative may
exercise rights under a Grant. Such persons may not transfer those rights
except by will or by the laws of descent and distribution or, if permitted
under Rule 16b-3 of the Exchange Act and if permitted in any specific case
by the Committee in their sole discretion, pursuant to a qualified
domestic relations order as defined under the Internal Revenue Code or
Title I of ERISA or the rules thereunder. When a Participant dies, the
personal representative or other person entitled to succeed to the rights
of the Participant ("Successor Grantee") may exercise such rights. A
Successor Grantee must furnish proof satisfactory to the Company of his or
her right to receive the Grant under the Participant's will or under the
applicable laws of descent and distribution.
9. Change of Control of the Company
As used herein, a "Change of Control" shall be deemed to have taken
place if (i) any Person (including any individual, firm, corporation,
partnership or other entity except the Company or any employee benefit
plan of the Company or of any Affiliate or Associate, both as defined in
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Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended, any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of
any such employee benefit plan), together with all Affiliates and
Associates of such Person, shall become the beneficial owner in the
aggregate of 20% or more of the common stock of the Company then
outstanding; provided, however, that no "Change of Control" shall be
deemed to occur during any period in which any such Person, and its
Affiliates and Associates, are bound by the terms of a standstill
agreement under which such parties have agreed not to acquire more than
30% of the Common Stock of the Company then outstanding or to solicit
proxies, or (ii) during any twenty-four month period, individuals who at
the beginning of such period constituted the Board cease for any reason to
constitute a majority thereof, unless the election, or the nomination for
election by the Company's shareholders, of at least seventy-five percent
of the directors who were not directors at the beginning of such period
was approved by a vote of at least seventy-five percent of the directors
in office at the time of such election or nomination who were directors at
the beginning of such period.
10. Amendment and Termination of the Plan
(a){(a)} Amendment. The Board may amend or terminate the Plan at any
time; provided, however, that any amendment that materially increases the
benefits accruing to Participants under the Plan, increases the aggregate
number (OR INDIVIDUAL LIMIT FOR ANY SINGLE OPTIONEE) of shares of Company
Stock that may be issued or transferred under the Plan (other than by
operation of Section 3(b)), or materially modifies the requirements as to
eligibility for participation in the Plan, shall be subject to approval by
the shareholders of the Company, and provided, further, that the Board
shall not amend the Plan if such amendment would cause the Plan or any
Grant, or the exercise of any right under the Plan to fail to comply with
the requirements of Rule 16b-3 under the Securities Exchange Act of 1934,
as amended, or if such amendment would cause the Plan or the Grant or
exercise of an Incentive Stock Option under the Plan to fail to comply
with the requirements of Section 422 of the Code including, without
limitation, a reduction of the option price set forth in Section 5(b) or
an extension of the period during which an Incentive Stock Option may be
exercised as set forth in Section 5(c).
(b){(b)} Termination of Plan. The Plan shall terminate on the tenth
anniversary of its effective date unless terminated earlier by the Board
or unless extended by the Board with the approval of the shareholders.
(c) {(c)} Termination and Amendment of Outstanding Grants. A
termination or amendment of the Plan that occurs after a Grant is made
shall not result in the termination or amendment of the Grant unless the
Grantee consents or unless the Committee acts under Section 18(b). The
termination of the Plan shall not impair the power and authority of the
Committee with respect to an outstanding Grant. Whether or not the Plan
has terminated, an outstanding Grant may be terminated or amended under
Section 18(b) or may be amended by agreement of the Company and the
Grantee consistent with the Plan.
11. Funding of the Plan
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This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under this Plan. In no event
shall interest be paid or accrued on any Grant, including unpaid
installments of Grants.
12. Rights of Participants
Nothing in this Plan shall entitle any Participant or other person to
any claim or right to be granted an award under this Plan. Neither this
Plan nor any action taken hereunder shall be construed as giving any
Participant any rights to be retained in the employ of the Company.
13. Withholding of Taxes
The Company shall have the right to deduct from all Grants paid in
cash any federal, state or local taxes required by law to be withheld with
respect to such cash awards and, in the case of Grants paid in Company
Stock, the Participant or other person receiving such shares shall be
required to pay to the Company the amount of any such taxes which the
Company is required to withhold with respect to such Grants. With respect
to Nonqualified Stock Options, the Company shall have the right to require
that the Grantee make such provision, or furnish the Company such
authorization as may be necessary or desirable so that the Company may
satisfy its obligation, under applicable income tax laws, to withhold for
income or other taxes due upon or incident to such exercise. Grantees may
elect (hereinafter a "Withholding Election") with respect to the
exercise of a Nonqualified Stock Option either (i) to have the Company
withhold, from the Company Stock to be issued pursuant to such exercise,
such number of such shares of Company Stock which, or (ii) to surrender to
the Company such number of shares of Company Stock already owned by the
Grantee (which may be shares of Company Stock received upon such exercise)
which, at their fair market value on the date as of which the option
exercise is taxable for federal income tax purposes (the "Tax Date"),
shall be sufficient to satisfy the Company's withholding obligation with
respect to the option exercise. If the fair market value on the Tax Date
of the number of shares of Company Stock required to be withheld or
surrendered pursuant to a Withholding Election exceeds the Company's
withholding obligation with respect to the exercise, a fractional share of
Company Stock shall not be issued for the excess, but an amount equal to
the excess shall be paid to the Grantee by the Company in cash as soon as
reasonably practicable after the amount of such excess is determined by
the Company. A Withholding Election may be made applicable with respect to
a particular option exercise, to all previously granted Nonqualified Stock
Options, and/or to all such options to be granted in the future. A
Withholding Election by a Grantee who is not subject to Section 16(b) of
the Exchange Act may be made continuing until revoked by the Grantee. For
Grantees who are subject to said Section 16(b), to the extent required by
Section 16 any such Withholding Election and any option to which the
Withholding Election applies also shall meet the following requirements:
(1) {(1)} The Withholding Election, once made, shall be irrevocable.
(2){(2)} The Withholding Election must be made either (a) during one
of the ten-day periods beginning on the third business day following the
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date of release of the Company's quarterly and annual summary statements
of earnings and ending on the twelfth business day following such date, or
(b) at least six months prior to the Tax Date for the option exercise to
which such Withholding Election applies.
(3){(3)} An option with respect to which such a Withholding Election
is in effect shall not be exercisable until at least six months after its
date of grant except that this limitation shall not apply if the Grantee
dies or is disabled prior to the expiration of this six-month period.
(4){(4)} The Committee shall have sole discretion to consent to or
disapprove any Withholding Election made by such Grantee who is an
employee, and if the Committee disapproves such a Withholding Election,
shares of Company Stock shall not be issued to the Grantee upon the
exercise of an option to which the disapproved Withholding Election
applies until the Grantee shall have complied with the requirements, if
any, which the Committee may have adopted pursuant to the first sentence
of this paragraph for satisfying the withholding obligation with respect
to such exercise. The Committee by resolution may approve in advance all
Withholding Elections made by Grantees subject to Section 16(b) who are
employees, provided the resolution expressly reserves to the Committee the
right both to disapprove any such Withholding Election and to revoke its
advance approval.
(5){(5)} The notice of exercise filed by such a Grantee shall specify
whether the notice also constitutes a Withholding Election with respect to
that exercise or whether a previously filed Withholding Election applies
to that exercise. In either such case the notice also shall specify
whether the Grantee intends to file an election pursuant to Section 83(b)
of the Code to have such exercise be taxable as of the date of exercise,
and if so, whether the withholding obligation will be satisfied by
withholding from the shares of Company Stock to be issued upon the
exercise, or by surrender of already-owned shares of Company Stock, the
notice of exercise shall be accompanied by certificates for a sufficient
number of such shares of Company Stock. If the notice indicates that no
such Section 83(b) election will be filed, all of the shares of Company
Stock for which the option is exercised shall be issued to the Grantee,
and the Company shall advise the Grantee as of the Tax Date of the
required withholding amount so that the Grantee may tender an appropriate
number of shares of Company Stock, either from those issued upon exercise
of the option or from shares of Company Stock already owned by the
Grantee.
The Committee may adopt such rules, forms and procedures as it
considers necessary or desirable to implement such withholding procedures,
which rules, forms and procedures shall be binding upon all Grantees, and
which shall be applied uniformly to all Grantees similarly situated.
14. Agreements with Participants
Each Grant made under this Plan shall be evidenced by a Grant Letter
containing such terms and conditions as the Committee shall approve.
15. Requirements for Issuance of Shares
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No Company Stock shall be issued or transferred upon payment of any
Grant hereunder unless and until all legal requirements applicable to the
issuance or transfer of such Company Stock have been complied with to the
satisfaction of the Committee. The Committee shall have the right to
condition any Restricted Stock Grant or Stock Option made to any
Participant hereunder on such Participant's undertaking in writing to
comply with such restrictions on his subsequent disposition of such shares
of Company Stock as the Committee shall deem necessary or advisable as a
result of any applicable law, regulation or official interpretation
thereof, and certificates representing such shares may be legended to
reflect any such restrictions.
16. Headings
Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section
shall control.
17. Effective Date
Subject to the approval of the Company's shareholders, this Plan shall
be effective as of {March 1, 1991} APRIL 1, 1993. SUBJECT TO THE APPROVAL
OF THE COMPANY'S SHAREHOLDERS, THIS PLAN, AS AMENDED AND RESTATED, SHALL
BE EFFECTIVE AS OF JANUARY 27, 1994.
18. Miscellaneous
(a) Substitute Grants. The Committee may make a Grant to an employee
of another corporation who becomes a Participant by reason of a corporate
merger, consolidation, acquisition of stock or property, reorganization or
liquidation involving the Company or any of its subsidiaries in
substitution for a stock option or restricted stock grant granted by such
corporation ("Substituted Stock Incentives"). The terms and conditions
of the substitute Grant may vary from the terms and conditions required by
the Plan and from those of the Substituted Stock Incentives. The Committee
shall prescribe the provisions of the substitute Grants.
(b) Compliance with Law. The Plan, the exercise of Grants and the
obligations of the Company to issue or transfer shares of Company Stock
under Grants shall be subject to all applicable laws and to approvals by a
governmental or regulatory agency as may be required. With respect to
persons subject to Section 16 of the Exchange Act, it is the intent of the
Company that the Plan and all transactions under the Plan comply with all
applicable conditions of Rule 16b-3 or its successors under the Exchange
Act. The Committee may revoke any Grant if it is contrary to law or modify
a Grant to bring it into compliance with any valid and mandatory
government regulation. The Committee may also adopt rules regarding the
withholding of taxes on payments to Grantees. The Committee may, in its
sole discretion, agree to limit its authority under this Section.
(c) Ownership of Stock. A Grantee or Successor Grantee shall have no
rights as a shareholder with respect to any shares of Company Stock
covered by a Grant until the shares are issued or transferred to the
Grantee or Successor Grantee on the stock transfer records of the Company.
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(d) APPROVAL BY OUTSIDE DIRECTORS. THE PLAN IS SUBJECT TO, AND NO
OPTION OR SAR SHALL BE EXERCISABLE HEREUNDER AND NO RESTRICTION PERIOD
SHALL LAPSE WITH RESPECT TO RESTRICTED STOCK UNTIL AFTER APPROVAL OF THE
PLAN AND THE GRANT BY A COMPENSATION COMMITTEE (THE 'COMPENSATION
COMMITTEE') APPOINTED BY THE BOARD WHICH IS COMPRISED SOLELY OF TWO OR
MORE DIRECTORS WHO ARE NOT (I) PRESENTLY EMPLOYEES OF THE COMPANY (OR
RELATED ENTITIES); (II) FORMER EMPLOYEES STILL RECEIVING COMPENSATION FOR
PRIOR SERVICES (OTHER THAN BENEFITS UNDER A TAX-QUALIFIED PENSION PLAN),
(III) OFFICERS OF THE COMPANY (OR RELATED ENTITIES) AT ANY TIME, AND (IV)
CURRENTLY RECEIVING COMPENSATION FOR PERSONAL SERVICES IN A CAPACITY OTHER
THAN AS A DIRECTOR.
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MARITRANS INC. PROXY FORM
This proxy is solicited on behalf of the Board of Directors for the Annual
Meeting on May 12, 1994.
The Board of Directors recommends a vote FOR items 1 and 2.
This proxy will be voted as specified by the stockholder. If no
specification is made, all shares will be voted as set forth in the proxy
statement FOR the election of Directors and FOR the amendment to the
Equity Compensation Plan and grant of stock options thereunder.
The stockholder(s) represented herein appoint(s) Gary L. Schaefer and
John C. Newcomb, or any of them, proxies with the power of substitution to
vote all shares of Common Stock entitled to be voted by said
stockholder(s) at the Annual Meeting of Stockholders of Maritrans Inc. to
be held at the offices of Morgan, Lewis & Bockius, One Logan Square, 20th
Floor, 18th and Cherry Streets, Philadelphia, Pennsylvania, on May 12,
1994 at 10:00 a.m., and in any adjournment or postponement thereof, as
specified in this proxy
1. ELECTION OF DIRECTORS - 3 YEAR TERM 2. AMEND THE EQUITY COMPENSATION PLAN
The Nominees are: AND APPROVE GRANT OF STOCK OPTIONS
Stephen A. Van Dyck THEREUNDER To amend the Company's
Robert E. Boni Equity Compensation Plan and
approve grant of stock options
thereunder, as more specifically
discussed in the proxy statement.
Your vote is important.
Please sign and date on the reverse and return promptly in the enclosed
postage-paid envelope. If you attend the meeting, you may revoke your
proxy and vote in person.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Change of Address: _______________________________________________________
_______________________________________________________
(If you have written in the above space, please mark the "Change of Address"
box on the reverse of this card).
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<PAGE> 50
Please mark X in blue or black ink.
1. Election of Directors FOR WITHHELD
(Stephen A. Van Dyck) / / / /
(Robert E. Boni)
2. Amendment to Equiy Compensation Plan and FOR AGAINST ABSTAIN
approve grant of stock options thereunder / / / / / /
/ / Check if you intend to attend the meeting in person.
/ / Change of Address
For all Nominees, except vote
withheld from the following:
In their discretion, proxies are
_____________________________ entitled to vote upon such other
matters as may properly come before
_____________________________ the meeting, or any adjournment
or postponement thereof.
(See Reverse)
_______________________________________
Signature Date
_______________________________________
Signature Date
NOTE: Please sign exactly as your name
appears on this card. Joint owners
should each sign personally. Corporate
proxies should be signed by an author-
ized officer. Executors, Administrators,
Trustee, etc. should so indicate when
signing.
<PAGE>
