<PAGE> 1
LOGO MARITRANS
One Logan Square
Philadelphia, PA 19103
215-864-1200
800-523-4511
March 30, 1995
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 Wednesday, May 10, 1995
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 only business matter to be
considered and voted upon at the meeting will be the election of two
directors to serve for three year terms 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 Form 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 10, 1995.
Sincerely,
/s/ Stephen A. Van Dyck
---------------------------
Stephen A. Van Dyck
Chairman of the Board
<PAGE> 2
MARITRANS INC.
ONE LOGAN SQUARE
PHILADELPHIA, PA 19103
------
NOTICE OF 1995 ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD MAY 10, 1995
------
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 Wednesday, May 10, 1995 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; and
2. 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, 1995 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 Form 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, 1995
<PAGE> 3
MARITRANS INC.
ONE LOGAN SQUARE
PHILADELPHIA, PA 19103
------
NOTICE OF 1995 ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD MAY 10, 1995
------
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 1995 Annual Meeting to be held on Wednesday, May
10, 1995 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 choice
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 Form are first being mailed to
stockholders on or about March 30, 1995. 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, 1994, 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-years terms. The other three members of
the Board of Directors who are not standing for election at the meeting,
because their terms have not expired, will continue to serve on the Board.
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, 1995, are
entitled to vote at the meeting. As of that date 12,529,628 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 take action with respect to any other matter as may be
properly brought before the meeting.
With regard to the election of a director, votes may be cast in favor or
withheld. Votes that are withheld will be excluded entirely from the vote and
will have no effect.
1
<PAGE> 4
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. A failure by brokers to vote shares
will have no effect in the outcome of the election of a director 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 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 five directors serving staggered terms
of office. The term of two current directors, Mr. James H. Sanborn and Mr.
Bruce C. Lindsay, will expire at the 1995 Annual Meeting. The Board of
Directors of the Company has nominated Mr. Sanborn and Mr. Robert J.
Lichtenstein for election as directors of the Company for terms of office
which would expire in 1998. Mr. Lindsay is not standing for re-election to
the Board of Directors. The remaining three 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
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;
2
<PAGE> 5
(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 26, 1995.
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 24, 1995.
NOMINEES FOR ELECTION AT THE 1995 ANNUAL MEETING FOR TERMS EXPIRING IN 1998
James H. Sanborn............... Mr. Sanborn is a principal in Polaris
Associates, maritime consultants. He was
Executive Vice President of the Company and
its predecessor since April 1987, until his
retirement in December 1993. Prior to April
1987, he was President of the Sonat Marine
Group, another predecessor, a position he
held since April 1986. Prior to this
position, he served as Vice
President-Operations and Vice President --
East Coast Group of the Sonat Marine Group.
Mr. Sanborn was employed in various
capacities by the Company and its
predecessors since 1978. Mr. Sanborn is 57.
Robert J. Lichtenstein......... Mr. Lichtenstein has been a partner in the
law firm of Morgan, Lewis & Bockius since
1988. Mr. Lichtenstein is 47. See "Certain
Transactions."
DIRECTOR CONTINUING IN OFFICE WITH TERM EXPIRING IN 1996
Dr. Craig E. Dorman............ Dr. Dorman is serving as Deputy Director
Defense Research and Engineering for
Laboratory Management, U.S. Department of
Defense on an Intergovernmental Personnel
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 Directors. Dr. Dorman is 54.
DIRECTORS CONTINUING IN OFFICE WITH 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 predecessor, and Sonat
Offshore Drilling Inc. For more than five
3
<PAGE> 6
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 (Luxembourg), a
mutual insurance association. He is a member of
the Company's Finance Committee of the Board of
Directors. See "Certain Transactions." Mr. Van
Dyck is 51.
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 Chairman in 1986. He served as
Non-Executive Chairman of the Board of and
consultant for Alexander & Alexander
Services Inc., an insurance services
company, during 1994 and continues to serve
on that Board of Directors. He is a member
of the Company's Compensation (Chairman),
Audit and Finance Committees of the Board of
Directors. Dr. Boni is 67.
4
<PAGE> 7
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 6, 1995:
<TABLE>
<CAPTION>
Shares
Beneficially 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. ...... 1,575,000 12.57% 0 1,575,000 0 1,575,000
and Goldman Sachs & Co.
85 Broad Street
New York, NY 10004
Vanguard/Windsor Fund Inc. ......... 954,000 7.61% 954,000 0 0 954,000
P.O. Box 2600
Valley Forge, PA 19482
Wellington Management Company ...... 954,000 7.61% 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 .............. 1,167,600 9.32% 1,167,600 0 1,167,600 0
270 Madison Avenue
New York, NY 10016
Ingalls & Snyder ................... 1,629,550 13.01% 87,350 0 1,629,550 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.
5
<PAGE> 8
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, 1995.
<TABLE>
<CAPTION>
Shares Beneficially
Owned(1)
----------------------
Name Number Percent
--------------------------------------------------- --------- ---------
<S> <C> <C>
Stephen A. Van Dyck ............................... 114,000 *
Dr. Robert E. Boni(2) ............................. 2,723 *
Dr. Craig E. Dorman ............................... 0 *
Bruce C. Lindsay .................................. 2,723 *
James H. Sanborn .................................. 51,223 *
Edward R. Sheridan ................................ 3,000 *
Edward J. Flood, deceased ......................... 3,200 *
Gary L. Schaefer .................................. 18,500 *
John C. Newcomb ................................... 17,500 *
Robert B. York .................................... 500 *
All directors and executive officers as a group (13
persons) ......................................... 214,620 1.7%
</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.
COMMITTEES OF THE BOARD OF DIRECTORS
There were five Board of Directors meetings and nine Board of Directors
Committee meetings during fiscal 1994. Each director attended 100% of the
combined number of meetings of the Board of Directors and committees thereof
on which he served.
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 1994, 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 the adequacy of the
Company's accounting, operating and financial methods and controls.
The Compensation Committee, presently consisting of two non-employee
directors, met three times in 1994. 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.
6
<PAGE> 9
The Finance Committee, consisting of two non-employee directors and the
Company's Chairman, met three times during 1994. 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 Plans.
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
latter titles with Maritrans GP Inc. since January 1990. Additionally, since
August 1994, Mr. Schaefer has served as President of Maritank Inc. and its
operating affiliates, Maritank Philadelphia Inc. and Maritank Maryland Inc.
Prior to 1990, Mr. Schaefer was Vice President, Controller and Treasurer of
Maritrans GP Inc. 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. 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. 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 1994, 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
7
<PAGE> 10
Board of Directors annual retainer fees totalling $18,000 each, of which
one-half is paid in Common Stock of the Company. 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 1994 for Board of Directors meetings
and Board of Directors Committee meetings amounted to $99,000.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the cash compensation
and certain other components of the compensation received by the Chief
Executive Officer, the other four most highly compensated executive officers
of Maritrans Inc. or its subsidiaries in 1994, 1993, and 1992, and the former
Chairman, Maritrans Holdings Inc.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards-
------------------------------------------ Securities
Other Annual Underlying All Other
Salary Bonus Compensation Options Compensation
Name and Principal Position Year ($) ($) ($)(1) (#) ($)(2)
--------------------------- --------- --------- ------------ -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Van Dyck, 1994 287,462 116,441 37,217 11,414
Chairman of the Board 1993 303,464 128,807 4,770 168,827 16,917
and Chief Executive 1992 251,494 277,237(4) 8,258 19,531
Officer
Edward R. Sheridan 1994 160,000 54,080 14,145 39,897
President, Distribution 1993(3) 144,616 68,617 44,058
Services Division-
Operating Partnership
Edward J. Flood, deceased 1994 128,885 28,315 17,450 6,182
Formerly Chairman, 1993 119,770 47,458 12,226 3,843
Maritrans Holdings Inc. 1992 109,130 52,475 5,586
Gary L. Schaefer, 1994 124,098 28,994 10,500 6,232
Vice President, Chief 1993 124,098 40,774 1,632 23,249 5,316
Financial Officer and 1992 124,608 59,217(5) 5,552 4,665
Treasurer, and President,
Maritank Inc.
John C. Newcomb, 1994 124,105 27,964 3,545 5,887
Vice President, General 1993 118,196 31,644 1,712 16,867 4,835
Counsel and Secretary 1992 119,089 49,582(6) 6,005 4,330
Robert B. York 1994 99,358 25,872 14,535 4,734
President, Inland 1993 84,493 25,878 11,969 2,915
Division-Operating 1992 61,576 5,402 1,757
Partnership
</TABLE>
------
(1) 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.
(2) 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, insurance premiums, and
supplemental retirement arrangements paid pursuant to such officers'
employment agreement. See "Certain Transactions."
(3) Year of hire.
8
<PAGE> 11
(4) 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.
(5) 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.
(6) The amount shown in this column for Mr. Newcomb was derived from the
following figures:
(1) $30,882 -- Bonus earned in 1992 and (2) $18,700 -- Bonus earned
relative to expiration of an agreement entered into with Sonat Inc.
OPTIONS GRANTS IN 1994
The following table sets forth certain information concerning options
granted during 1994 to the named executives:
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options Price Appreciation
Underlying Granted to Exercise for Option Term (1)
Options Employees Price Expiration ------------------------
Name Granted in 1994 ($/Share) Date 5% 10%
---- ------- --------- ------- --------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Van Dyck ...... 37,217 22.06% $5.00 4/27/03 $102,719 $252,703
Edward R. Sheridan ....... 14,145 8.38% $5.00 4/27/03 39,040 96,045
Edward J. Flood, deceased 17,450 10.34% $5.00 4/27/03 48,162 118,486
Gary L. Schaefer ......... 10,500 6.22% $5.00 4/27/03 28,980 71,295
John C. Newcomb .......... 3,545 2.10% $5.00 4/27/03 9,784 24,071
Robert B. York ........... 14,535 8.61% $5.00 4/27/03 40,117 98,693
</TABLE>
------
(1) The dollar amounts under these columns are the result of calculations at 5%
and 10% rates set by the Securities and 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.
AGGREGATED OPTIONS EXERCISES IN 1994 AND 1994 YEAR-END OPTIONS VALUES
The following table summarizes options exercised during 1994 and presents
the value of unexercised options held by the named executives at year-end:
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
Shares at 12/31/94 at 12/31/94
Acquired Value Exercisable (E) Exercisable (E)
on Exercise Realized Unexercisable(U) Unexercisable(U)
----------- -------- ---------------- ----------------
Name $
----
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Van Dyck ...... 0 0 206,044 (U) 271,849 (U)
Edward R. Sheridan ....... 0 0 58,203 (U) 73,160 (U)
Edward J. Flood, deceased 0 0 29,676 (E) 27,064 (E)
Gary L. Schaefer ......... 0 0 33,749 (U) 40,124 (U)
John C. Newcomb .......... 0 0 20,412 (U) 27,073 (U)
Robert B. York ........... 0 0 26,504 (U) 25,221 (U)
</TABLE>
9
<PAGE> 12
LONG-TERM INCENTIVE PLAN -- AWARDS IN 1994
The following table sets forth certain information concerning awards made
under the Company's Long-Term Incentive Plan to the named executives during
1994:
<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 ...... 1,478 3 Years 0 73,900 110,850
Edward R. Sheridan ....... 127 3 Years 0 6,350 9,525
Edward J. Flood, deceased 346 3 Years 0 17,300 25,950
Gary L. Schaefer ......... 48 3 Years 0 2,400 3,600
John C. Newcomb .......... 0 3 Years 0 0 0
Robert B. York ........... 280 3 Years 0 14,000 21,000
</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.
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>
10
<PAGE> 13
The following table sets forth the years of credited service through
December 31, 1994 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 20.5
Edward R. Sheridan 1.0
Edward J. Flood, deceased 4.0
Gary L. Schaefer 18.0
John C. Newcomb 19.0
Robert B. York 9.0
</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 1994
for the officers listed in the Summary Compensation Table was $275,600 for
Mr. Van Dyck, $160,000 for Mr. Sheridan, $125,000 for Mr. Flood, $124,098 for
Mr. Schaefer, $118,196 for Mr. Newcomb and $100,000 for Mr. York. Pension
amounts are not subject to reduction for Social Security benefits.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1994, the members of the Compensation Committee were
responsible for determining executive compensation. Messrs. Boni and Lindsay
comprised the Compensation Committee during this period. Neither of these
individuals received compensation as an officer of the Company during fiscal
1994. No officer of the Company presently serves on the Compensation
Committee.
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.
11
<PAGE> 14
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:
o 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;
o achievement of annual financial goals; and
o 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:
o is effective in driving performance to achieve financial and safety
goals;
o results in increased shareholder value;
o is cost-efficient while balancing shareholder interests with employee
rewards;
o is well communicated and understood by program participants;
o reflects Maritrans' unique, quality-oriented, entrepreneurial,
customer-focused orientation; and
o is competitive with other similar industry organizations.
Maritrans regularly consults with compensation and benefit consultants. In
1994 Maritrans engaged an independent compensation and benefits consulting
firm to review the executive compensation and benefits program. Reviewed were
the program's 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 conjunction with 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 included in the competitive labor market analysis during
1994 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
12
<PAGE> 15
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.
In 1994, the named executives other than Mr. Van Dyck received an average
one percent base salary increase. Mr. Van Dyck's compensation information is
available in the "Summary Compensation Table" and also, Section III, "Chief
Executive Officer Compensation."
C. Annual Incentive Plan
Based on its review of external surveys and market data for similarly
performing companies, during 1994 the Committee lowered executive annual
incentive bonus targets as a percentage of base salaries and increased the
percentage of performance-based, long-term compensation. At this time the
Committee also began awarding one-quarter of annual bonus opportunity based
on the safety and financial results achieved by each executive's division and
three-quarters of annual bonus opportunity based on total-company results.
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 1994.
Safety and oil spill results, where Maritrans' employees could affect the
outcome, represent half of the total bonus opportunity. Combined safety
losses decreased another 16 percent from 1993 and by over 65 percent since
1992. Similarly, oil spills continue at virtually zero, in 1994 representing
only .0000007 percent of total barrels moved, well below the incentive goal
of .00001 percent of total barrels moved. 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 achievement of annual financial goals. Prior to 1994
financial achievement was measured by earnings before interest, taxes and
depreciation (EBITD). The 1994 fiscal year was the first in which division
results were calculated based on gross operating income and company-wide
results were based on economic value added (EVA). EVA is calculated by
subtracting from the net operating profits after tax, the cost of capital
times the capital employed in the business. The real benefit in using the EVA
measure is that its focal point is improving shareholder value by advocating
decisions that will lead to a higher market value for a company's shares.
Thus, the level of bonuses for the 1994 fiscal year ranged from 81 percent
to 92 percent of total opportunity for executive management, depending on
their division's performance. Bonuses earned for the fiscal year, as a
percent of each executive's base salary, were 42 percent for Mr. Van Dyck, 34
percent for Mr. Sheridan, 23 percent for Mr. Flood, 23 percent for Mr.
Schaefer, 24 percent for Mr. Newcomb and 26 percent for Mr. York.
D. Long Term Incentives
As noted previously, the Committee's strategy during 1994 was to award an
increasing portion of each executive's total compensation in the form of
long-term incentives. While base salaries were held relatively stable and
annual cash incentives decreased as a percent of base salary, additional
long-term incentives were offered. Compensation from these incentive plans is
based on increasing shareholder value through stock price and improving the
long-term financial results of the Company.
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,
absent special circumstances. For the current option position of each
executive, refer to the table, "Aggregated Options Exercises in 1994 and 1994
Year-end Options Values." 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.
13
<PAGE> 16
The Committee also believes that a long-term cash incentive plan is an
important portion of an executive's compensation package and, accordingly,
all named executives were also participants in the Performance Unit Plan. 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.
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, annual 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, 1994, of $275,600, a 12 percent reduction
over the prior year. The Committee initiated this decrease in order for Mr.
Van Dyck's salary to be consistent with published salary data provided by its
consultants. At the same time, Mr. Van Dyck's annual bonus opportunity was
increased and additional long-term incentives were granted to ensure that Mr.
Van Dyck's total compensation remained competitive with salaries paid to
chief executive officers of comparable companies. In this way, the
Committee's philosophy of placing a greater portion of an executive's
compensation at risk, dependent upon the Company's performance, is achieved.
IV. Internal Revenue Code Considerations
Payments made during 1994 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. 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 any of 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, were approved by shareholders in
April 1994 and meet the requirements of Section 162(m). The Committee does
not believe that the provisions of Section 162(m) will have any adverse
effect on the Company's other incentive plans at the current levels of
compensation being paid to the executive officers.
Respectfully submitted,
Compensation Committee
of Maritrans Inc. Board of Directors
Dr. Robert E. Boni Bruce C. Lindsay
Chairman
14
<PAGE> 17
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,
1994 with the Dow Jones Equity Market Index and the Dow Jones Marine
Transportation Index. The comparison assumes an investment of $100 on
December 31, 1989 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
160|------------------------------------------------------------------|
| & & |
| |
140|------------------------------------------------------------------|
| & |
| & |
120|------------------------------------------------------------------|
| |
D | |
O 100|---*&#-------------------------------------------#-----------*----|
L | & # |
L | * # |
A 80|-------------------------------------#----------------------------|
R | * |
S | # |
60|------------------------------------------------------------------|
| * |
| * |
40|------------------------------------------------------------------|
| |
| |
20|------------------------------------------------------------------|
| |
| |
0|----|----------|---------|-----------|-----------|-----------|----|
1989 1990 1991 1992 1993 1994
*=Maritrans Inc. &=DJ Equity Market Index #=DJ Marine Transportation Index
15
<PAGE> 18
CERTAIN TRANSACTIONS
EMPLOYMENT AGREEMENTS
On October 5, 1993, the Company or one of its affiliates entered into
Employment Agreements with Messrs. Van Dyck, Flood-deceased, 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 adjusted 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.
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.
OTHER
Robert J. Lichtenstein is a partner in the law firm of Morgan, Lewis &
Bockius. The Company retained this firm for various matters during the 1994
fiscal year and expects to do so again during the 1995 fiscal year.
INDEPENDENT AUDITORS
Ernst & Young LLP, independent auditors, were the Company's auditors for
the fiscal year ended December 31, 1994, and are expected to be retained for
the fiscal year ending December 31, 1995. Representatives of Ernst & Young
LLP are expected to be present at the Annual Meeting and shall have the
opportunity to make a statement and to respond to appropriate questions.
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.
16
<PAGE> 19
STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING
Proposals of stockholders proposed to be presented at the 1996 Annual
Meeting of Stockholders must be received by the Company at the offices shown
on the first page of the Proxy Statement on or before December 1, 1995, 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 1994.
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, 1994, is available without charge, upon written request, to each
stockholder of record on March 14, 1995. 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, 1995
17
<PAGE> 20
MARITRANS INC. PROXY FORM
This proxy is solicited on behalf of the Board of Directors for the
Annual Meeting on May 10, 1995.
The Board of Directors recommends a vote FOR item 1.
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.
The stockholder(s) represented herein appoint(s) Walter T. Bromfield 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 10, 1995 at 10:00 a.m.,
and in any adjournment or postponement thereof, as specified in this proxy.
1. ELECTION OF DIRECTORS -- 3 YEAR TERM
The Nominees are:
James H. Sanborn
Robert J. Lichtenstein
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).
<PAGE> 21
Please mark X in blue or black ink.
1. Election of Directors FOR WITHHELD
(James H. Sanborn) / / / /
(Robert J. Lichtenstein) / / Check if you intend
to attend the meeting
in person.
For all Nominees, except vote
withheld from the following: / / Change of
Address
---------------------------- In their discretion, proxies
are entitled to vote upon
---------------------------- such other matters as may
(see Reverse) properly come before the
meeting, or any adjournment
or postponement thereof.
----------------------------
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 authorized
officer. Executors,
Administrators, Trustee, etc.
should so indicate when
signing.
