<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
MARITRANS INC.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
[GRAPHIC OMITTED]
One Logan Square
Philadelphia, PA 19103
215-864-1200
800-523-4511
March 27, 1998
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 Tuesday, May 19, 1998 at
10:00 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 one director to serve for a
three year term 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 19, 1998.
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 1998 ANNUAL MEETING
OF STOCKHOLDERS
To Be Held May 19, 1998
---------------------
The Annual Meeting of Stockholders (the "Meeting") of Maritrans Inc., a
Delaware corporation (the "Company"), will be held in the offices of Morgan,
Lewis & Bockius LLP, 20th Floor, One Logan Square, 18th & Cherry Streets,
Philadelphia, Pennsylvania 19103 on Tuesday, May 19, 1998 at 10:00 a.m. local
time, for the purpose of considering and voting upon the following matters:
1. The election of one director to serve for a three (3) year term; 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 23, 1998 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
Arthur J. Volkle
Assistant Secretary
Philadelphia, Pennsylvania
March 27, 1998
<PAGE>
MARITRANS INC.
One Logan Square
Philadelphia, PA 19103
---------------------
NOTICE OF 1998 ANNUAL MEETING
OF STOCKHOLDERS
To Be Held May 19, 1998
---------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Maritrans Inc. (the
"Company") for use at the 1998 Annual Meeting (the "Meeting") to be held on
Tuesday, May 19, 1998 at 10:00 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 Meeting and any
adjournments or postponements thereof in accordance with the choices specified.
Each proxy may be revoked by the person giving the same at any time prior to
its exercise by notice in writing received by the Secretary.
The cost of solicitation of proxies will be borne by the Company.
Solicitation will be made by mail. Additional solicitation may be made by means
of follow-up letter, telephone or telegram by officers and employees of the
Company, who will not be specially compensated for such services. Proxy forms
and materials also will be distributed to beneficial owners through brokers,
custodians, nominees and similar parties, and the Company intends to reimburse
such parties, upon request, for reasonable expenses incurred by them in
connection with such distribution.
The Proxy Statement and the enclosed Proxy Form are first being mailed to
stockholders on or about April 1, 1998. 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, 1997, 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 Meeting one director will be
elected to serve for a three-year term. The other four members of the Board 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 23, 1998, are
entitled to vote at the Meeting. As of that date 12,102,977 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 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. A
plurality of votes cast at the Meeting 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, unless a different vote is required by law, the Company's Restated
Certificate of Incorporation or the Company's By-Laws.
1
<PAGE>
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.
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, as a director is
to be elected by a plurality of the votes cast.
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. 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 matters) 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 & 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 one current director, Mr. Robert J. Lichtenstein, will
expire at the 1998 Annual Meeting. The Board has nominated Mr. Lichtenstein for
election as director of the Company for a term of office which would expire in
2001. 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 nominee. The
nominee has agreed to serve if elected. The director is to be elected by a
plurality of the votes cast at the Meeting.
If for any reason not presently known, the nominee is not available for
election, another person may be nominated by the Board and voted for in the
discretion of the persons named in the enclosed proxy. Vacancies on the Board
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 the nominee.
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:
2
<PAGE>
(a) the name of the stockholder who intends to make the nomination;
(b) a representation that the stockholder is a holder of record of the
Company's voting stock and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice;
(c) such information regarding each nominee as would be required in a
proxy statement filed pursuant to the rules of the Securities and Exchange
Commission had proxies been solicited with respect to the nominee by the
management or Board of Directors of the Company;
(d) a description of all arrangements or understandings among the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder; and
(e) the consent of each nominee to serve as a director of the Company.
Pursuant to the above requirements, appropriate notices in respect of
nominations for directors must be received by the Secretary of the Company no
later than May 5, 1998.
INFORMATION REGARDING NOMINEES FOR ELECTION
AS DIRECTORS AND REGARDING CONTINUING DIRECTORS
The information provided herein as to personal background has been
provided by each director and nominee as of March 1, 1998.
Nominee for Election at the 1998 Annual Meeting for Term Expiring in 2001
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 50 and has served on the Board of
Directors since 1995.
Directors Continuing in Office with Terms Expiring in 1999
Dr. Craig E. Dorman .. Dr. Dorman is on an Intergovernmental Personnel
Act (IPA) assignment to the Office of Naval
Research (ONR) from Pennsylvania State University,
where he is a Senior Scientist at the Applied
Research Lab. During 1996 and 1997 his IPA
assignment was Technical Director of ONR's
International Field Office in London; he currently
serves as special advisor to the Chief of Naval
Research in Washington. From 1993 until mid-1995,
he served as Deputy Director Defense Research and
Engineering for Laboratory Management, U.S.
Department of Defense, on an IPA assignment from
Woods Hold Oceanographic Institution (WHOI). He
was Director and Chief Executive Officer of WHOI
from 1989 through 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 57 and has
served on the Board of Directors since 1991.
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. He
is a member of the Company's Compensation and
Finance Committees of the Board of Directors. Mr.
Schless is 43 and has served on the Board of
Directors since 1996.
3
<PAGE>
Directors Continuing in Office with Terms Expiring in 2000
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 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 "Compensation of
Directors and Executive Officers -- Employment
Agreements." Mr. Van Dyck is 54 and has served on
the Board of Directors since 1986.
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 70 and has served on the
Board of Directors since 1990.
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, 1998:
<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. ............ 1,697,400 14.02% 0 1,697,400 0 1,697,400
and Goldman Sachs & Co.
85 Broad Street
New York, NY 10004
Ingalls & Snyder LLC ..................... 1,450,950 12.00% 94,600 0 1,450,950 0
61 Broadway
New York, NY 10006
Kahn Brothers & Co., Inc. ................ 694,275 5.74% 0 0 0 694,275
555 Madison Avenue, 22nd Floor
New York, NY 10022
I. Wistar Morris, III (1) ................ 846,524 7.00% 246,100 0 246,100 600,424
Morris Investment Management Co.
200 Four Falls Corporate Center
Ste. 208
West Conshohocken, PA 19428
The Guardian Life Insurance .............. 940,700 7.77% 222,400 718,300 222,400 718,300
Company of America and Affiliates (2)
201 Park Avenue South
New York, NY 10003
Dimensional Fund Advisors Inc. (3) ....... 633,600 5.24% 415,300 0 633,600 0
1299 Ocean Avenue,
11th Floor
Santa Monica, CA 90401
</TABLE>
- ------------
(1) Mr. Morris individually and through his immediate family beneficially owns
246,100 shares of common stock of the Company. In addition, he has
dispositive power with respect to 600,424 shares held in the Discretionary
Accounts, which gives Mr. Morris beneficial ownership of an aggregate of
846,524 shares. Sole voting power and shared dispositive power as to those
shares in the Discretionary Accounts are held by numerous investors who
are clients of Mr. Morris in his capacity as a registered securities
representative. None of such individuals owns in excess of one half of 1%
of the outstanding shares.
(2) Filed "Schedule 13G" as a group in accordance with Reg.
240.13d-1(b)(1)(ii)(H). This group consists of the following entities: The
Guardian Life Insurance Company of America; Guardian Investor Services
Corporation; The Guardian Park Ave. Fund; The Guardian Stock Fund, Inc.;
The Guardian Small Cap Stock Fund; The Guardian Employees' Incentive
Savings Plan; and The Guardian Life Insurance Company of America Master
Pension Trust.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 633,600 shares of
Maritrans Inc. stock as of December 31, 1997, all of which shares are held
in portfolios of DFA Investment Dimensions Group Inc., a registered
open-end investment company, or in series of the DFA Investment Trust
Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional Fund Advisors Inc. serves as
investment manager. Dimensional disclaims beneficial ownership of all such
shares.
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
"Compensation of Directors and Executive Officers -- Executive Compensation,"
and by all directors and executive officers of Maritrans Inc. and its
subsidiaries, as a group, as of March 1, 1998.
Shares Beneficially
Owned(1)
----------------------
Name Number Percent
- ----------------------------------------------- --------- ----------
Stephen A. Van Dyck ........................... 428,714 3.48%
Dr. Robert E. Boni(2) ......................... 15,771 *
Dr. Craig E. Dorman ........................... 5,048 *
Robert J. Lichtenstein(3) ..................... 9,165 *
Eric H. Schless ............................... 2,271 *
Janice M. Smallacombe ......................... 40,800 *
John J. Burns ................................. 25,605 *
Steven E. Welch ............................... 30,964 *
John C. Newcomb, deceased ..................... 49,082 *
All directors and executive officers as a group
(11 persons) ................................. 636,036 5.14%
- ------------
* 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, 1997, 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, 1997,
are considered beneficially owned with respect to this table.
COMMITTEES OF THE BOARD OF DIRECTORS
There were five Board of Directors meetings and nine Board of Directors
Committee meetings during fiscal 1997. Each director attended more than 75% 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 1997, 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.
6
<PAGE>
The Compensation Committee, presently consisting of three non-employee
directors, met five times in 1997. The Compensation Committee is required to
meet twice annually. Members are appointed annually by the Company's Board of
Directors. The primary duties of the Compensation Committee are annually
reviewing and recommending to the Board of Directors, for final approval, the
total compensation package for all executive management employees of the
Company (executive management employees are defined as positions at the vice
president level and above); annually reviewing and approving the general
compensation policy and practice for all other employees of the Company and
subsidiaries; administering the Equity Compensation Plan; considering and
recommending to the Board of Directors, when appropriate, amendments or
modifications to existing compensation and employee benefit programs and
adoption of new plans; evaluating the performance of the Company's Chief
Executive Officer against pre-established criteria and reviewing with him the
performance of the senior officers who report to him.
The Finance Committee, consisting of three non-employee directors and the
Company's Chairman, met four times during 1997. 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; making recommendations to the Board with respect to dividend policy
of the Company; 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, presently consisting of one non-employee
director and the Company's Chairman, did not meet in 1997. 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 considering the size of the Board and, when
appropriate, recommending changes to the Board; and periodically evaluating the
standing committees of the Board and, when appropriate, recommending 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. Brown was named Chief Financial Officer of the Company in June 1997.
Previously, Mr. Brown was Chief Financial Officer of Conrail Inc., where he had
been employed since 1986. Mr. Brown is also a member of the Board of Directors
of XTRA Corporation.
Ms. Smallacombe is President of Maritrans Management Services Inc. and has
been continuously employed by the Company or its predecessors in various
capacities since 1982.
Mr. Burns is President of Maritrans Operating Partners L.P. and has been
continuously employed by the Company or its predecessors in various capacities
since 1975.
Mr. Welch is President of Maritrans Marketing Inc. and has been
continuously employed by the Company or its predecessors in various capacities
since 1977.
Mr. Bromfield is Treasurer and Controller of the Company and has been
continuously employed in various capacities by Maritrans or its predecessors
since 1981.
7
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors' Compensation
During fiscal 1997, 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 were paid
Board of Directors annual retainer fees at the annual rate of $18,000 each, of
which one-half was paid in Common Stock resulting in the issuance of 1,307
shares each to Messrs. Boni, Dorman, Lichtenstein and Schless. 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 1997 for Board
of Directors meetings and Board of Directors Committee meetings amounted to
$115,500. Additionally, pursuant to amendments to the Company's Equity
Compensation Plan, approved by a vote of stockholders in May, 1997, each
director received, on a formulaic basis, a biannual grant of options to
purchase shares of Common Stock. The number of options granted to each director
equaled the aggregate number of shares distributed to each such non-employee
director under the Plan during the preceding calendar year multiplied by two.
This resulted in the issuance of 3,002 options to each of Messrs. Boni, Dorman
and Lichtenstein, and 980 options to Mr. Schless. The options were all priced
at the market value on the date of grant.
Executive Compensation
The following Summary Compensation Table sets forth the cash compensation
and certain other components of the compensation received by the Chief
Executive Officer and the other four most highly compensated executive officers
of Maritrans Inc. or its subsidiaries in 1997, 1996, and 1995.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------- -------------------------------------
Awards Payouts
Restricted Securities All
Stock Underlying LTIP Other
Salary Bonus Awards Options Payouts Compensation
Name and Principal Position Year ($) ($) ($)(1) (#) ($)(2) ($)(3)
- ------------------------------- ------ --------- --------- ------------ ------------ --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen A. Van Dyck 1997 300,739 175,565 15,069 3,345 59,120 17,910
Chairman of the Board 1996 275,600 38,722 321,232 32,486 192,000 4,112
and Chief Executive Officer 1995 275,600 118,370 21,482 43,559 -- 20,834
Janice M. Smallacombe 1997 141,760 83,114 101,899 10,119 20,000 7,148
President, Maritrans 1996 113,370 9,048 67,973 5,830 -- --
Management Services Inc. 1995 94,413 21,336 748 1,379 -- 5,760
John J. Burns 1997 120,943 54,940 162,694 14,233 -- 5,935
President, Maritrans 1996 89,727 4,269 16,974 1,972 -- --
Operating Partners L.P. 1995 80,303 13,400 -- -- -- 4,432
Steven E. Welch 1997 118,134 56,204 148,782 13,440 -- 5,866
President, Maritrans 1996 86,808 5,620 11,632 1,352 -- --
Marketing Inc. 1995 81,178 13,744 22,369 -- -- 4,448
John C. Newcomb, deceased 1997 128,654 46,858 5,652 475 -- 6,431
Formerly Vice President, 1996 128,846 7,025 32,035 3,724 15,000 2,306
General Counsel and Secretary 1995 125,572 21,475 2,306 4,267 -- 8,122
</TABLE>
- ------------
(1) The shares granted carry restrictions, which restrictions lapse based on
performance of the Company's share price based on the passage of time, up
to seven years.
8
<PAGE>
At December 31, 1997, the named officers' aggregate restricted shares and
values were as follows:
Aggregate Restricted Stock Holdings
<TABLE>
<CAPTION>
# of shares that will vest
# of shares $ value within three years
------------- --------- ---------------------------
<S> <C> <C> <C>
Stephen A. Van Dyck ............... 64,085 624,824 61,674
Janice M. Smallacombe ............. 22,621 220,550 9,399
John J. Burns ..................... 23,795 232,001 3,158
Steven E. Welch ................... 23,175 225,951 4,198
John C. Newcomb, deceased ......... 6,877 67,051 6,165
</TABLE>
Upon the death of Mr. Newcomb, the restricted shares vested immediately to
his estate.
(2) Amounts relate to awards granted in 1993 and 1994 under the Company's
Long-Term Incentive Plan which value was determined pursuant to a formula
based on average pre-tax earnings of the Company. These awards were paid
out in March and September of the respective years shown.
(3) Amounts shown in this column represent, as applicable, Company
contributions under the Maritrans Inc. Profit Sharing and Savings Plan,
accruals under the Excess Benefit Plan, and insurance premiums paid
pursuant to such officers' employment agreement. See "Certain
Transactions."
Option Grants in 1997
The following table sets forth certain information concerning options
granted during 1997 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 1997 ($/Share) Date 5% 10%
- ------------------------------- ------------ ------------ ----------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Van Dyck ........... 3,345 4.35% $ 6.250 3/19/06 $11,526 $ 28,390
Janice M. Smallacombe ......... 2,509 3.26% $ 6.250 3/19/06 8,646 21,294
7,610 9.89% $ 7.938 7/7/06 33,303 82,026
John J. Burns ................. 914 1.19% $ 6.250 3/19/06 3,149 7,757
13,319 17.31% $ 7.938 7/7/06 58,286 143,562
Steven E. Welch ............... 1,519 1.97% $ 6.250 3/19/06 5,234 12,892
11,921 15.49% $ 7.938 7/7/06 52,168 128,493
John C. Newcomb, deceased. 475 0.62% $ 7.938 7/7/06 2,079 5,120
</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 Company did not use an alternative formula for a
grant valuation, an approach which would state gains at present, and
therefore lower, value.
9
<PAGE>
Aggregated Options Exercises in 1997 and 1997 Year-end Options Values
The following table summarizes options exercised during 1997 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 12/31/97 at 12/31/97
Acquired Value Exercisable (E) Exercisable (E)
Name on Exercise Realized Unexercisable(U) Unexercisable(U)
- ------------------------------- ------------- ---------- ------------------ ---------------------
<S> <C> <C> <C> <C>
Stephen A. Van Dyck ........... 0 0 223,567 (E) $ 1,212,144 (E)
58,048 (U) 253,153 (U)
Janice M. Smallacombe ......... 0 0 7,724 (E) 37,384 (E)
19,589 (U) 65,814 (U)
John J. Burns ................. 0 0 16,205 (U) 35,967 (U)
Steven E. Welch ............... 0 0 14,792 (U) 32,838 (U)
John C. Newcomb, deceased ..... 0 0 22,442 (E) 121,468 (E)
6,436 (U) 27,111 (U)
</TABLE>
Upon the death of Mr. Newcomb, all options became immediately exercisable
by his estate.
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 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
400,000 96,000 128,000 160,000 192,000
425,000 102,000 136,000 170,000 204,000
450,000 108,000 144,000 180,000 216,000
475,000 114,000 152,000 190,000 228,000
500,000 120,000 160,000 200,000 240,000
10
<PAGE>
The following table sets forth the years of credited service through
December 31, 1997, for the Chief Executive Officer and the other four most
highly compensated executive officers of Maritrans Inc. or its subsidiaries.
YEARS OF CREDITED SERVICE
Years of
Recipient Credited Service
- ----------------------------------- -----------------
Stephen A. Van Dyck 23.5
Janice M. Smallacombe 15.0
John J. Burns 22.0
Steven E. Welch 20.5
John C. Newcomb, deceased 22.0
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 "Pension Plan 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 1997
for the officers listed in the Summary Compensation Table was $310,000 for Mr.
Van Dyck, $142,500 for Ms. Smallacombe, $115,000 for Mr. Burns, $115,000 for
Mr. Welch, and $130,000 for Mr. Newcomb. Pension amounts are not subject to
reduction for Social Security benefits.
Employment Agreements
On October 5, 1993, the Company entered into an Employment Agreement with
Mr. Van Dyck to take effect on April 1, 1993, the date on which he was first
employed by the Company following the conversion of Maritrans Partners L.P. to
corporate form. The terms of the Employment Agreement continue until written
notice of termination is given by one of the parties. The contract provides for
base salary at the annual rate of $312,900. Base salary may be adjusted by the
Company's Board of Directors pursuant to its normal review policies. The
Employment Agreement also provides 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 plus incentive compensation would be payable if Mr. Van Dyck is
terminated without cause. In the event Mr. Van Dyck is terminated for cause,
only such compensation as has already been accrued will be paid. In the event
of his termination of employment upon a change of control, a payment equal to
2.99 multiplied by his 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
termination as well as constructive termination. 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 return, Mr.
Van Dyck promises to hold in
11
<PAGE>
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.
Severance and Non-Competition Agreements
Effective June 1, 1995, the Company entered into Severance and
Non-Competition Agreements with Ms. Smallacombe and on April 4, 1996, it
entered into a similar agreement with Mr. Newcomb. On March 4 and March 5,
1997, the Company entered into similar agreements with Messrs. Burns and Welch,
respectively. All of these agreements were modified in July 1997. The terms of
these agreements, as modified, are for two years and are automatically renewed
for successive one-year periods unless the Company gives written notice of
termination. The agreements generally provide for the payment to each
individual of one year of base compensation 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 two multipled by the
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.
Compensation Committee Interlocks and Insider Participation
During fiscal 1997, the members of the Compensation Committee of Maritrans
Inc's Board of Directors (the "Committee") were responsible for approving all
forms of executive compensation. Dr. Boni, Dr. Dorman and Mr. Schless comprised
the Committee. None of these individuals received compensation as an officer of
the Company during fiscal 1997. No officer of the Company presently serves as a
member of the Compensation Committee.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary, the following Report of the
Compensation Committee on Executive Compensation and the Total Stockholder
Return Graph on page 16 shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended, except to the extent that the Company
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
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. Three
elements of the business strategy critical to achieving growth in earnings are
minimizing the financial risks and costs associated with a traditional marine
transportation business, operating safely and positioning the Company as a
long-term Jones Act carrier.
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 to be successful under these conditions
requires great ingenuity, continuous learning and personal dedication in its
key 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
12
<PAGE>
o achievement of long-term shareholder value.
The Committee and management 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-effective;
o balances shareholder interests with employee rewards;
o is well communicated and understood by program participants; and
o is competitive with other similar industry organizations.
Maritrans regularly consults with compensation and benefit consultants. In
1997, Maritrans engaged an independent compensation and benefits consulting
firm to review the executive compensation and benefits program and to advise
the Board on related market data.
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, performance unit plan rewarding increased
shareholder value. Maritrans' executives can achieve total compensation levels
significantly above the average peer comparison 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
1997 are not necessarily the same group as those companies included in the
performance graph of Maritrans' total stockholder returns (stock price growth
and dividend reinvestment) accompanying this report.
B. Base Salaries
Executive base salaries are determined according to job responsibilities,
strategic contribution level, market compensation data, performance and
experience criteria. Base salary bands are set at appropriate levels to attract
high-performing people into a high-risk business. In 1997, salary bands were
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.
In 1997, the named executives other than Mr. Van Dyck received base salary
increases based on market data and reflecting the promotion of certain
executives within this category. 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 market data for similarly performing companies, during 1997 the
Committee maintained the level of executive annual incentive bonus targets as a
percentage of base salaries. This year the Committee based one-third of annual
bonus opportunity on safety results achieved by each executive's division,
one-third of annual bonus opportunity on total Company financial results and
one-third of annual bonus opportunity on individual performance goals.
13
<PAGE>
The Committee believes that the Plan 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 1997.
Safety and oil spill results, where Maritrans' employees could affect the
outcome, were favorable for 1997 resulting in an achievement of 91 percent of
the safety goals. Financial targets were based on company-wide results as
measured by economic value added (EVA(R)) and paid at 92 percent. EVA(R) is
calculated by subtracting the product of the cost of capital times the value of
the capital employed in the business from the after tax net operating profits.
The real benefit in using the EVA(R) 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. Based on the safety, financial and
personal performance results, the level of bonuses for the 1997 fiscal year
ranged from 86.8 percent to 94.4 percent.
D. Long Term Incentives
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 shareholder 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 1997 and 1997
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.
The Committee also believes that actual and immediate stock ownership is
another integral part of promoting the shareholder economic interest and tying
executive compensation directly to the success of the Company. Accordingly, all
named executives also received restricted stock grants in 1997. The shares were
issued at a price equal to the fair market value of a share on the date the
stock was granted. Restrictions on the shares lapse on the five year
anniversary of the grant. 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 believes that a long-term cash incentive plan is an
important portion of an executive's compensation package and, accordingly, all
the named executives continued as participants in the Performance Unit Plan in
1997. 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 two-year periods of time. Because
the Company and the Committee believe that the performance units are a valuable
incentive, other individuals employed by the Company continue to be
participants in the Performance Unit Plan.
A two-year peformance unit cycle ended December 31, 1997. The company's
average two-year financial performance achieved 40 percent of the goal.
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, 1997, of $310,000 a twelve and a half percent
increase over 1996. Mr. Van Dyck had not received a salary increase since
1993. In addition, Mr. Van Dyck's annual bonus opportunity and long-term
incentives were increased by 10 percent over the previous year. Mr. Van Dyck's
total com-
- ---------------
EVA(R) is a registered trademark of Stern Stewart & Co.
14
<PAGE>
pensation is 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 1997 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 Mr. Eric H. Schless
Chairman
15
<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,
1997 with the Dow Jones Equity Market Index and the Dow Jones Marine
Transportation Index. The comparison assumes an investment of $100 on December
31, 1992 in each index and the Company's Common Stock and that all dividends
and distributions were reinvested.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Marine
As of TUG Base 100 DOW Base 100 Transport Base 100
- -------- ------ -------- --------- -------- --------- --------
12/31/92 2.625 100.00 494.990 100.00 461.430 100.00 1992
12/31/93 4.125 157.14 544.240 109.95 591.840 128.26 1993
12/31/94 5.520 210.29 548.250 110.76 543.350 117.75 1994
12/30/95 6.015 229.14 754.790 152.49 619.800 134.32 1995
12/31/96 6.563 250.02 928.750 187.63 755.870 163.81 1996
12/31/97 10.892 414.93 1,244.110 251.34 911.150 197.46 1997
</TABLE>
16
<PAGE>
CERTAIN TRANSACTIONS
For a description of employment agreements and severance and
non-competition agreements with the executive officers of the Company see
"Compensation of Directors and Executive Officers--Employment Agreements" and
"Compensation of Directors and Executive Officers--Severance and
Non-Competition Agreements."
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 1997
fiscal year and expects to do so again during 1998. The Company leases
approximately 9,500 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 1997 was $228,000.
INDEPENDENT AUDITORS
Ernst & Young LLP, independent auditors, were the Company's auditors for
the fiscal year ended December 31, 1997, and are expected to be retained for
the fiscal year ending December 31, 1998. Representatives of Ernst & Young LLP
are expected to be present at the 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 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 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 1999 ANNUAL MEETING
Proposals of stockholders proposed to be presented at the 1999 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 November 27, 1998, 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(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 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 1997 with the exception of one Form 4 which was filed late on
behalf of Dr. Robert Boni with respect to the purchase of 4,000 shares of
Common Stock in the open market in November 1997.
17
<PAGE>
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, 1997, is available without charge, upon written request, to each
stockholder of record on March 23, 1998. Requests should be directed to Mr.
Walter T. Bromfield, Treasurer and Controller, Maritrans Inc., One Logan
Square, 26th Floor, Philadelphia, Pennsylvania 19103.
By order of the Board of Directors
Arthur J. Volkle
Assistant Secretary
Dated: March 27, 1998
18
<PAGE>
MARITRANS INC. PROXY
This proxy is solicited on behalf of the Board of Directors
for the Annual Meeting on May 19, 1998
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 the Director.
The stockholder(s) represented herein appoint(s) Janice M. Smallacombe, and
Walter T. Bromfield, 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 19, 1998 at 10:00 a.m., and in any
adjournment or postponement thereof, as specified in this proxy:
(To Be Signed on Reverse Side.)
<PAGE>
Please Detach and Mail in Envelope Provided
- --------------------------------------------------------------------------------
A /X/ Please mark your
votes as in this
example.
The Board of Directors recommends a vote FOR Item 1.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR WITHHELD
1. Election / / / / Nominee In their discretion, proxies are entitled to vote
of the Robert J. Lichtenstein upon such other matters as may properly come before
Director the meeting, or any adjournment thereof.
3 Year Term
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY
------------------------------------------------------
CARD IN THE ENCLOSED ENVELOPE
Check if you intend to attend the meeting in person / /
Change of Address
Please Note Below / /
Change of Address
------------------------
------------------------
------------------------
Signature________________________________ Date:_______________ Signature__________________________________ Date:______________
(Signature, if shares held jointly)
NOTE: Please sign above 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.
</TABLE>
