<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[Amendment No. ]
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MARITRANS, INC.
-----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
JOHN C. NEWCOMB, Secretary
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:_______________________________________________
2) Form Schedule or Registration Statement No.:__________________________
3) Filing Party:_________________________________________________________
4) Date Filed:___________________________________________________________
<PAGE>
(LOGO) MARITRANS
One Logan Square
Philadelphia, PA 19103
215-864-1200
800-523-4511
March 29, 1996
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 8, 1996
at 10 a.m., local time, in the offices of Morgan, Lewis & Bockius LLP, 20th
Floor, One Logan Square, 18th and Cherry Streets, Philadelphia, Pennsylvania
19103.
We plan to review the business and finances of 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 8, 1996.
Sincerely,
/s/ Stephen A. Van Dyck
- --------------------------------
Stephen A. Van Dyck
Chairman of the Board
<PAGE>
MARITRANS INC.
ONE LOGAN SQUARE
PHILADELPHIA, PA 19103
------
NOTICE OF 1996 ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD MAY 8, 1996
------
The Annual Meeting of Stockholders of Maritrans Inc., a Delaware
corporation, will be held in the offices of Morgan, Lewis & Bockius LLP, 20th
Floor, One Logan Square, 18th & Cherry Streets, Philadelphia, Pennsylvania
19103 on Wednesday, May 8, 1996 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 12, 1996 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 29, 1996
<PAGE>
MARITRANS INC.
ONE LOGAN SQUARE
PHILADELPHIA, PA 19103
------
NOTICE OF 1996 ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD MAY 8, 1996
------
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 1996 Annual Meeting to be held on Wednesday, May 8,
1996 at 10 a.m., local time, in the offices of Morgan, Lewis & Bockius LLP,
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 April 1, 1996. 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, 1995, 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. The other four 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 12, 1996, are
entitled to vote at the meeting. As of that date 11,685,199 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>
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 six directors serving staggered terms
of office. The term of two current directors, Dr. Craig E. Dorman and Eric H.
Schless, will expire at the 1996 Annual Meeting. The Board of Directors has
nominated Dr. Dorman and Mr. Schless for election as directors of the Company
for terms of office which would expire in 1999. 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. The nominees have 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, the nominees, or either of them,
are 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>
(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 25, 1996.
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 March 8, 1996.
NOMINEES FOR ELECTION AT THE 1996 ANNUAL MEETING FOR TERMS EXPIRING IN 1999
Dr. Craig E. Dorman............ Dr. Dorman is serving as Chief
Scientist/Technical Director, Office of
Naval Research, Europe on an
Intergovernmental Personnel Act assigment
from Pennsylvania State University where he
serves as Senior Scientist, Applied Research
Lab. From 1993 until mid-1995, he served as
Deputy Director Defense Research and
Engineering for Laboratory Management, U.S.
Department of Defense, on an
Intergovernmental Personnel Act assignment
from 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 and Compensation
Committees of the Board of Directors. Dr.
Dorman is 55.
Eric H. Schless................ Mr. Schless has been Managing Director,
Investment Banking Department, Head of
Transportation Group, of Schroder Wertheim &
Co., New York, NY since 1994. From 1985 to
1994, Mr. Schless was a member of the
Investment Banking Department, Wheat First
Securities Inc., Richmond, VA, reaching the
position of Managing Director. Mr. Schless
is 41.
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
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 a member of the Board
of Directors of Amerigas Propane, Inc. Mr.
Van Dyck is also the Chairman of the Board
and a director of the West of England Ship
3
<PAGE>
Owners Mutual Insurance Association
(Luxembourg), a mutual insurance association.
He is a member of the Company's Finance
(Chairman) and Nominating Committees of the
Board of Directors. See "Certain Transactions."
Mr. Van Dyck is 52.
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 as a consultant for
that company during January 1995. He is a
member of the Company's Compensation
(Chairman), Audit and Finance Committees of
the Board of Directors. Dr. Boni is 68.
DIRECTORS CONTINUING IN OFFICE WITH 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. He is Chairman of
the Company's Nominating Committee of the
Board of Directors. Mr. Sanborn is 58.
Robert J. Lichtenstein......... Mr. Lichtenstein has been a partner in the
law firm of Morgan, Lewis & Bockius LLP
since 1988. He is a member of the Company's
Finance and Nominating Committees of the
Board of Directors. See "Certain
Transactions -- Other". Mr. Lichtenstein is
48.
4
<PAGE>
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, 1996:
<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. ...... 1,778,100 15.22% 0 1,778,100 0 1,778,100
and Goldman Sachs & Co.
85 Broad Street
New York, NY 10004
Vanguard/Windsor Fund Inc. ......... 954,000 8.16% 954,000 0 0 954,000
P.O. Box 2600
Valley Forge, PA 19482
Wellington Management Company ...... 954,000 8.16% 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.
Ingalls & Snyder LLC ............... 1,606,050 13.74% 98,350 0 1,606,050 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>
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, 1996.
Shares Beneficially
Owned(1)
----------------------
Name Number Percent
- --- --------- ---------
Stephen A. Van Dyck ............................... 174,095 1.48%
Dr. Robert E. Boni(2) ............................. 4,255 *
Dr. Craig E. Dorman ............................... 1,532 *
Robert J. Lichtenstein(3) ......................... 3,049 *
James H. Sanborn .................................. 67,441 *
Eric H. Schless ................................... 0 *
Edward R. Sheridan ................................ 15,683 *
Gary L. Schaefer .................................. 27,350 *
Francis D. Bailey ................................. 2,583 *
John C. Newcomb ................................... 23,532 *
All directors and executive officers as a group (15
persons) ......................................... 332,244 2.82%
- ------
* 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. Lichtenstein has shared investment power with his wife.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock subject
to options currently exercisable within 60 days of December 31, 1995, are
deemed outstanding for computing the percentage of the person or entity
holding such securities but are not outstanding for computing the percentage
of any other person or entity. Shares which carry restrictions as to vesting
and shares subject to options currently exercisable within 60 days of
December 31, 1995, are considered beneficially owned with respect to this
table.
COMMITTEES OF THE BOARD OF DIRECTORS
There were five Board of Directors meetings and twelve Board of Directors
Committee meetings during fiscal 1995. 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,
Finance and Nominating 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 two non-employee directors,
met three times in 1995, 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 four times in 1995. The Compensation Committee is required to
meet twice annually. Members are appointed annually by the
6
<PAGE>
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 three times during 1995. 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.
The Nominating Committee, consisting of two non-employee directors and the
Company's Chairman, was formed in 1995 and met two times in 1995. The chair
of the committee shall be a non-employee director, as shall be a majority of
its members. The members are appointed annually by the Company's Board of
Directors. The primary duties and responsibilities of the Nominating
Committee include: annually determining and recommending to the Board the
slate of nominees to be members of the Board that will be submitted to and
voted upon by the stockholders; determining and recommending to the Board
that individual who is to be elected by the Board as a member to fill a
vacancy; annually determining and recommending to the Board those directors
who are to serve as members of the various committees of the Board and
recommending chairs of each of the committees; periodically consider the size
of the Board and, when appropriate, recommend changes to the Board; and
periodically evaluate the standing committees of the Board and, when
appropriate, recommend deletion or creation of additional committees.
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. Bailey was named President of the Eastern Division of the Operating
Partnership in June 1995. Previously, Mr. Bailey was Vice President, Sales
and Marketing, ASB Meditest (August 1991 to June 1995); and President,
Envirobusiness (March 1990 to May 1991).
Mr. Sheridan was named President of the Distribution Services Division of
the Operating Partnership (since incorporated as a subsidiary of the Company)
in February 1993. He previously held various positions with Star Enterprise
and Texaco since 1963.
Mr. McCreary was named President of the Gulf Division of the Operating
Partnership in May 1995. Previously Mr. McCreary was Vice President,
Operations and Engineering, Canal Barge Lines (1990-May 1995).
Mr. Schaefer has served as Chairman and President of Maritank Inc. and its
operating affiliates, Maritank Philadelphia Inc. and Maritank Maryland Inc.,
since August 1994. He served as Vice President, Chief Financial Officer and
Treasurer of Maritrans Inc. between April 1993 and March 1996. Prior to 1993,
Mr. Schaefer was Vice President, Chief Financial Officer and Treasurer of
Maritrans GP 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. 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).
7
<PAGE>
Ms. Smallacombe was named President of the Business Services Division of
the Company in May 1995. Previously, Ms. Smallacombe was continuously
employed by the Company or its predecessors in various capacities since 1982.
Mr. Deas was named Vice President, Chief Financial Officer and Treasurer of
Maritrans Inc. in March 1996. Previously, he was Assistant Treasurer (since
1988) of, or held various financial and other positions with, Scott Paper
Company since 1978.
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 similar positions with the Sonat Marine
Group since 1981. Mr. Newcomb has been employed in various capacities by
Maritrans or its predecessors since 1975.
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 1995, 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, 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 1995 for Board of Directors
meetings and Board of Directors Committee meetings amounted to $104,500.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the cash compensation
and certain other components of the compensation received by the Chief
Executive Officer, the other four most highly compensated executive officers
of Maritrans Inc. or its subsidiaries in 1995, 1994, and 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
--------------------------
Annual Compensation Awards-
-------------------------------------- Restricted Securities
Other Annual Stock Underlying All Other
Salary Bonus Compensation Awards Options Compensation
Name and Principal Position Year ($) ($) ($)(1) ($)(4) (#) ($)(2)
---------------------------- --------- --------- --------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen A. Van Dyck(5) 1995 275,600 118,370 21,482 43,559 20,834
Chairman of the Board 1994 287,462 116,441 37,217 11,414
and Chief Executive 1993 303,464 128,807 4,770 168,827 16,917
Officer
Edward R. Sheridan(5) 1995 160,000 54,976 5,608 11,362 42,577
President, Maritrans 1994 160,000 54,080 14,145 39,897
Distribution Services Inc. 1993(3) 144,616 68,617 44,058
Gary L. Schaefer(5) 1995 124,098 44,576 6,188 12,540 8,096
Chairman and President, 1994 124,098 28,994 10,500 6,232
Maritank Inc. 1993 124,098 40,774 1,632 23,249 5,316
Francis D. Bailey 1995(3) 97,294 59,296 15,498 29,447
President, Eastern Division-
Operating Partnership
John C. Newcomb(5) 1995 125,572 21,475 2,306 4,677 8,122
Vice President, General 1994 124,105 27,964 3,545 5,887
Counsel and Secretary 1993 118,196 31,644 1,712 16,867 4,835
</TABLE>
8
<PAGE>
- ------
(1) Amounts shown in this column represent reimbursements for taxes paid by
such executive officers for health, life, and insurance benefits received
during 1993.
(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.
(4) The shares granted carry restrictions, which restrictions lapse based on
performance of the Company's share price, or after the passage of seven
years.
(5) These officers were granted awards in 1993 under the Company's Long-Term
Incentive Plan which value is determined pursuant to a formula, based on
average pre-tax earnings of the Company. These awards will be paid out in
March and September of 1996, and, as applicable, will be included in the
Summary Compensation Table for the year ended December 31, 1996.
OPTION GRANTS IN 1995
The following table sets forth certain information concerning options
granted during 1995 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 1995 ($/Share) Date 5% 10%
- ---- ------- ------- --------- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Van Dyck 39,740 34.52% $5.625 4/10/04 $123,243 $303,552
Edward R. Sheridan . 10,365 9.00% $5.625 4/10/04 32,144 79,173
Gary L. Schaefer ... 11,440 9.94% $5.625 4/10/04 35,478 87,384
Francis D. Bailey .. 26,864 23.33% $6.00 5/08/04 88,865 218,879
John C. Newcomb .... 4,267 3.71% $5.625 4/10/04 13,233 32,593
</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 1995 AND 1995 YEAR-END OPTIONS VALUES
The following table summarizes options exercised during 1995 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 12/31/95 at 12/31/95
Acquired Value Exercisable (E) Exercisable (E)
on Exercise Realized Unexercisable(U) Unexercisable(U)
----------- -------- ---------------- ----------------
Name $
- ----
<S> <C> <C> <C> <C>
Stephen A. Van Dyck 0 0 189,508 (U) $253,534 (U)
56,276 (E) 105,517 (E)
Edward R. Sheridan . 0 0 53,882 (U) 70,041 (U)
14,686 (E) 27,536 (E)
Gary L. Schaefer ... 0 0 37,439 (U) 41,109 (U)
14,531 (E) 7,750 (E)
Francis D. Bailey .. 0 0 26,864 (U) 6,716 (U)
John C. Newcomb .... 0 0 19,057 (U) 25,252 (U)
10,542 (E) 5,622 (E)
</TABLE>
9
<PAGE>
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
Annual Years of Credited Service
Compensation 15 20 25 30
------------ ---- ---- ---- ----
$100,000 24,000 32,000 40,000 48,000
125,000 30,000 38,000 46,000 54,000
150,000 36,000 44,000 52,000 60,000
175,000 42,000 50,000 58,000 66,000
200,000 48,000 56,000 64,000 72,000
225,000 54,000 62,000 70,000 78,000
250,000 60,000 68,000 76,000 84,000
275,000 66,000 74,000 82,000 90,000
300,000 72,000 80,000 88,000 96,000
325,000 78,000 86,000 94,000 102,000
350,000 84,000 92,000 100,000 108,000
375,000 90,000 98,000 106,000 114,000
400,000 96,000 104,000 112,000 120,000
425,000 102,000 110,000 118,000 126,000
450,000 108,000 116,000 124,000 132,000
475,000 114,000 122,000 130,000 138,000
500,000 120,000 128,000 136,000 144,000
10
<PAGE>
The following table sets forth the years of credited service through
December 31, 1995, for the Chief Executive Officer and the other named
executive officers of Maritrans Inc. or its subsidiaries.
YEARS OF CREDITED SERVICE
Years of
Recipient Credited Service
--------- ----------------
Stephen A. Van Dyck 21.5
Edward R. Sheridan 2.0
Gary L. Schaefer 19.0
Francis D. Bailey --
John C. Newcomb 20.0
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, $124,098 for Mr. Schaefer, and
$125,000 for Mr. Newcomb. Pension amounts are not subject to reduction for
Social Security benefits.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1995, the members of the Compensation Committee were
responsible for approving all forms of executive compensation. Dr. Boni and
Mr. Lindsay comprised the Compensation Committee until Mr. Lindsay resigned
his position as director on May 10, 1995. Dr. Dorman replaced Mr. Lindsay on
the committee at that time. Neither of these individuals received
compensation as an officer of the Company during fiscal 1995. No officer of
the Company presently serves as a member of 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>
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 recognize 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
1995, 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, an
equity compensation 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
1995 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>
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 1995, Mr. Newcomb received a 5.8% increase in base salary, while the
other named executives received no 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 1995 the Committee maintained the level of
executive annual incentive bonus targets as a percentage of base salaries.
The Committee also continued to award 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 1995.
Safety and oil spill results, where Maritrans' employees could affect the
outcome, represent half of the total bonus opportunity. The oil spill
associated with the INTERSTATE 138 resulted in the loss of one-third of the
safety portion of the bonus for the Eastern operating division and one-third
of the safety portion of the bonus for the Company results. The other half of
total bonus opportunity is based on achievement of annual financial goals.
For the second year, 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. In 1995, both the Company's overall financial
results and all operating division financial results exceeded the plan
established target. On average, the 1995 financial results were 108% of those
financial targets. Thus, the level of bonuses for the 1995 fiscal year ranged
from 86 percent to 91 percent of total opportunity for executive management,
depending on their division's performance.
D. Long Term Incentives
As noted previously, the Committee's strategy during 1995 was to make a
substantial portion of each executive's total compensation dependent upon the
achievement of long-term incentives. Base salaries, annual cash incentives
and long-term incentives were held relatively stable. 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 nine 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 1995 and 1995
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>
The Committee also believes that actual and immediate stock ownership is
another integral part of promoting the shareholder's economic interest and
tying executive compensation directly to the success of the company.
Accordingly, all named executives also received restricted stock in 1995. The
restricted stock is issued at a price equal to the fair market value of a
share on the date the stock is granted. Restrictions lapse if the stock price
increases to particular specified levels for twenty consecutive trading days.
In the absence of such growth, all restrictions lapse seven years after the
stock is awarded. Because the Company and the Committee believe that
restricted stock is a valuable incentive, restricted stock has also been
awarded 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,
all named executives (with the exception of Mr. Bailey, who was hired in
1995) 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 the performance units are a valuable incentive, such
units have been granted to other individuals employed by the Company.
However, no performance units were granted in 1995 because of the grant of
restricted stock in 1995 as described above.
The first three-year peformance unit cycle ended December 31, 1995. The
company's average three-year financial performance achieved 60 percent of the
goal; therefore, each performance unit was worth $30.
III. Chief Executive Officer Compensation
The salary, annual bonus, stock options 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, 1995, of $275,600, the same rate as the prior
year and a twelve percent reduction over 1993. The Committee did not initiate
an increase in 1995 because it believes that Mr. Van Dyck's salary is
consistent with published competitive salary data provided by its
consultants. In addition, Mr. Van Dyck's annual bonus opportunity and
long-term incentives remained at the same level as the prior year. In all,
Mr. Van Dyck's total compensation remains competitive with salaries paid to
chief executive officers of comparable companies. The Committee believes its
philosophy of placing a substantial portion of an executive's compensation at
risk, dependent upon the Company's performance, was achieved.
IV. Internal Revenue Code Considerations
Payments made during 1995 to the Chief Executive Officer and the other
named officers under the plans discussed above (other than the Equity
Compensation Plan) 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 Dr. Craig E. Dorman
Chairman
14
<PAGE>
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,
1995 with the Dow Jones Equity Market Index and the Dow Jones Marine
Transportation Index. The comparison assumes an investment of $100 on
December 31, 1990 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
250 |------------------------------------------------------------------|
| |
| |
| |
| & |
| |
D 200 |------------------------------------------------------------------|
| |
| |
O | + |
| |
| +& & |
L 150 |------------------------------------------------------------------|
| + & + |
| * |
L | & |
| + * |
| |
A 100 |---*&#------------------------------------------------------------|
| * |
| |
R | * |
| * |
| |
S 50 |------------------------------------------------------------------|
| |
| |
| |
| |
| |
0|----|----------|---------|-----------|-----------|-----------|----|
1990 1991 1992 1993 1994 1995
* = MARITRANS INC. & = DJ EQUITY MARKET INDEX
+ = DJ MARINE TRANSPORTATION INDEX
<TABLE>
<CAPTION>
Five Year Total Return
----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
MARITRANS INC. * 100 66.66 56.72 89.23 119.46 130.03
DJ EQUITY MARKET INDEX & 100 132.44 143.83 158.14 159.36 220.51
DJ MARINE TRANSPORTATION INDEX + 100 140.51 123.38 158.25 145.28 165.73
</TABLE>
15
<PAGE>
CERTAIN TRANSACTIONS
EMPLOYMENT AGREEMENTS
On October 5, 1993, the Company entered into Employment Agreements with
Messrs. Van Dyck and Sheridan, to take effect on April 1, 1993, the date on
which those individuals were first employed by the Company following the
conversion of Maritrans Partners L.P. to corporate form. 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 and $160,000 for Mr. Sheridan. 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 Mr. Sheridan, 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 in 1995 of two former executive officers
of the Company, the Company paid $275,751, in the aggregate, representing
accelerated salary, bonus and medical payments under their employment
agreements.
SEVERANCE AND NON-COMPETITION AGREEMENTS
Effective June 1, 1995, the Company entered into Severance and
Non-Competition Agreements with Ms. Smallacombe and Messrs. Bailey and
McCreary. The terms of these agreements are for two years and are
automatically renewed for successive one-year periods unless the Company
gives written notice of termination. The agreements provide for the payment
to each individual of 12 months of salary if any such individual is
terminated without cause. In the event any such individual is terminated for
cause, only such compensation as has already been accrued will be paid. In
addition, these agreements provide for a payment equal to 1.5 multipled by
their total base renumeration in the prior year if any such individual is
terminated within two years following a change in control of the Company. In
return, each individual promises to hold in confidence confidential
information about the Company and its business and not to compete with the
Company for a year following termination through any connection with a
customer or competitor of the Company in a defined geographical area in which
the Company does business.
CHANGE OF CONTROL AGREEMENTS
In addition to the employment and severance and non-competition agreements
discussed above, on October 4, 1993, the Company entered into agreements with
Messrs. Newcomb and Schaefer to provide for a payment equal to 1.5 multiplied
by their total cash remuneration in the prior year if any such individual is
terminated (actually or constructively) within two years following a change
in control of the Company.
OTHER
Robert J. Lichtenstein is a partner in the law firm of Morgan, Lewis &
Bockius LLP. The Company retained this firm for various matters during the
1995 fiscal year and expects to do so again during 1996. The Company leases
approximately 12,000 square feet from this firm, expiring in 1998, at a rate
which it believes is as favorable as available on the open market for
comparable space. The amount paid for this lease in 1995 was $277,000.
16
<PAGE>
INDEPENDENT AUDITORS
Ernst & Young LLP, independent auditors, were the Company's auditors for
the fiscal year ended December 31, 1995, and are expected to be retained for
the fiscal year ending December 31, 1996. 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 Form will vote thereon according to
their best judgment.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
Proposals of stockholders proposed to be presented at the 1997 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, 1996, 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 1995.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K, including financial
statements and schedule, excluding exhibits, for the fiscal year ended
December 31, 1995, is available without charge, upon written request, to each
stockholder of record on March 12, 1996. Requests should be directed to Mr.
Thomas C. Deas, Jr., 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 29, 1996
17
<PAGE>
MARITRANS INC. PROXY FORM
This proxy is solicited on behalf of the
Board of Directors for the Annual Meeting on May 8, 1996.
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 LLP, One Logan Square, 20th Floor, 18th and Cherry
Streets, Philadelphia, Pennsylvania, on May 8, 1996 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:
Dr. Craig E. Dorman
Eric H. Schless
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).
Please mark X in blue or black ink.
1. Election of Directors FOR WITHHELD
(Dr. Craig E. Dorman) [ ] [ ]
(Eric H. Schless)
[ ] Check if you intend [ ] Change of Address
to attend the meeting in person.
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 authorized officer.
Executors, Administrators, Trustee, etc.
should so indicate when signing.
