<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]
1818 Market Street
Philadelphia, PA 19103
215-864-1200
800-523-4511
March 26, 1999
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 18, 1999 at
10:00 a.m., local time, in the offices of Morgan, Lewis & Bockius LLP, 18th
Floor, 1701 Market Street, 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 18, 1999.
Sincerely,
/s/ Stephen A. Van Dyck
- -----------------------
Stephen A. Van Dyck
Chairman of the Board
<PAGE>
MARITRANS INC.
1818 Market Street
Philadelphia, PA 19103
---------------------
NOTICE OF 1999 ANNUAL MEETING
OF STOCKHOLDERS
To Be Held May 18, 1999
---------------------
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, 18th Floor, 1701 Market Street, Philadelphia, Pennsylvania
19103 on Tuesday, May 18, 1999 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 22, 1999 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
Parker S. Wise
Secretary
Philadelphia, Pennsylvania
March 26, 1999
<PAGE>
MARITRANS INC.
1818 Market Street
Philadelphia, PA 19103
---------------------
NOTICE OF 1999 ANNUAL MEETING
OF STOCKHOLDERS
To Be Held May 18, 1999
---------------------
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 1999 Annual Meeting (the "Meeting") to be held on
Tuesday, May 18, 1999 at 10:00 a.m., local time, in the offices of Morgan, Lewis
& Bockius LLP, 18th Floor, 1701 Market Street, 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, 1999. The address of the principal executive
offices of the Company is: Maritrans Inc., 1818 Market Street, 35th Floor,
Philadelphia, Pennsylvania 19103.
The Company's annual report to stockholders for the year ended December
31, 1998, 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. One director is not standing for
re-election to the Board. The other three 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 22, 1999, are
entitled to vote at the Meeting. As of that date, 12,107,402 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 a
director. 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 two current directors, Dr. Craig E. Dorman and Mr. Eric
H. Schless, will expire at the 1999 Annual Meeting. The Board has nominated Dr.
Dorman for election as a director of the Company for a term of office, which
would expire in 2002. Mr. Schless is not standing for re-election to the Board
of Directors. The Board of Directors expects to appoint a director in 1999 to
fill a term which would expire in 2001. The remaining three directors will
continue to serve in accordance with their prior election.
Unless instructed otherwise, the persons named in the enclosed proxy, or
their substitutes, will vote signed and returned proxies FOR the 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:
(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 May 4, 1999.
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, 1999.
Nominee for Election at the 1999 Annual Meeting for Term Expiring in 2002
<TABLE>
<S> <C>
Dr. Craig E. Dorman.......... Dr. Dorman is on an Intergovernmental Personnel Act (IPA) assign-
ment 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 Hole Oceanographic Insti-
tute (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 Compa-
ny's Audit, Nominating and Compensation Committees of the Board of
Directors. Dr. Dorman is 58 and has served on the Board of Directors
since 1991.
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 (Luxem-
bourg), a mutual insurance association. He is a member of the Compa-
ny's Finance (Chairman) and Nominating Committees of the Board of
Directors. See "Compensation of Directors and Executive Officers --
Employment Agreements." Mr. Van Dyck is 55 and has served on the
Board of Directors since 1986.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
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 com-
pany, during 1994 and as a consultant for that company during January
1995. He is a member of the Company's Compensation (Chairman),
Audit (Chairman) and Finance Committees of the Board of Directors.
Dr. Boni is 71 and has served on the Board of Directors since 1990.
Director Continuing in Office with 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 (Chairman) Committees of the Board of Directors. See
"Certain Transactions -- Other". Mr. Lichtenstein is 51 and has served
on the Board of Directors since 1995.
</TABLE>
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, 1999:
<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. .............. 1,381,500 11.38% 0 1,381,500 0 1,381,500
and Goldman Sachs & Co.
85 Broad Street
New York, NY 10004
Ingalls & Snyder LLC ....................... 1,339,855 11.04% 40,100 0 40,100 1,299,755
61 Broadway
New York, NY 10006
Kahn Brothers & Co., Inc. .................. 770,454 6.35% 0 0 0 770,454
555 Madison Avenue, 22nd Floor
New York, NY 10022
The Guardian Life Insurance ................ 940,700 7.75% 222,400 718,300 222,400 718,300
Company of America and Affiliates (1)
201 Park Avenue South
New York, NY 10003
Dimensional Fund Advisors Inc. (2) ......... 639,900 5.27% 639,900 0 639,900 0
1299 Ocean Avenue,
11th Floor
Santa Monica, CA 90401
</TABLE>
- ------------
(1) 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.
(2) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 639,900 shares of
Maritrans Inc. stock as of December 31, 1998, 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, 1999.
<TABLE>
<CAPTION>
Shares Beneficially
Owned(1)
----------------------
Name Shares Percent
---- --------- ----------
<S> <C> <C>
Stephen A. Van Dyck .............................................. 479,035 3.86%
Dr. Robert E. Boni(2) ............................................ 16,962 *
Dr. Craig E. Dorman (3) .......................................... 7,239 *
Robert J. Lichtenstein(4) ........................................ 10,356 *
Eric H. Schless .................................................. 3,462 *
Janice M. Smallacombe ............................................ 52,000 *
John J. Burns .................................................... 34,743 *
Steven E. Welch .................................................. 40,550 *
H. William Brown ................................................. 11,143 *
All directors and executive officers as a group (12 persons) ..... 744,083 5.97%
</TABLE>
- ------------
* less than one percent
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to all Common Stock owned by such person.
(2) Dr. Boni has shared investment power with his wife.
(3) Dr. Dorman has shared investment power for a portion of the shares with his
wife.
(4) 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 March 1, 1999, 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 that carry restrictions as to vesting and shares subject to
options currently exercisable within 60 days of March 1, 1999, are considered
beneficially owned with respect to this table.
COMMITTEES OF THE BOARD OF DIRECTORS
There were seven Board of Directors meetings and twelve Board of Directors
Committee meetings during fiscal 1998. 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 1998, 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 1998. 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
6
<PAGE>
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;
administering the Performance Unit Plan and the bonus plan; determining the
contribution to the profit sharing portion of the Profit Sharing and Savings
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, presently consisting of two non-employee directors
and the Company's Chairman, met three times during 1998. 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 two non-employee
directors and the Company's Chairman, met twice during 1998. The chair of the
committee must be a non-employee director, as must 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 and
provides strategic and financial consulting services to the Company on a
contractual basis. Previously, Mr. Brown was Chief Financial Officer of Conrail
Inc., where he had been employed since 1978. Mr. Brown is also a member of the
Board of Directors of XTRA Corporation.
Ms. Smallacombe is Senior Vice President of the Company 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 Vice President of the Company 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.
Mr. Wise was named Secretary and General Counsel of the Company in June
1998. Previously, Mr. Wise was engaged in the private practice of law since
April 1997. Prior to that, Mr. Wise acted as in-house Counsel for Trans Ocean
Express since May 1993.
7
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors' Compensation
During fiscal 1998, 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 966 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 1998 for Board of Directors meetings
and Board of Directors Committee meetings amounted to $125,500.
Executive Compensation
The following Summary Compensation Table sets forth the cash compensation
and certain other components of the compensation received by the Chief Executive
Officer and the other four most highly compensated executive officers of
Maritrans Inc. or its subsidiaries in 1998, 1997, and 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
--------------------- ---------------------------------------
Awards Payouts
Restricted Securities
Stock Underlying LTIP All Other
Salary Bonus Awards Options Payouts Compensation
Name and Principal Position Year ($) ($) ($)(1) (#) ($)(2) ($)(3)
- ----------------------------- ------ --------- --------- ------------ ------------ --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen A. Van Dyck 1998 371,924 76,500 411,839 52,968 68,813 44,149
Chairman of the Board 1997 300,739 175,565 15,069 3,345 59,120 17,910
and Chief Executive Officer 1996 275,600 38,722 321,232 32,486 192,000 4,112
Janice M. Smallacombe 1998 172,981 23,800 106,139 14,131 12,576 --
Senior Vice President 1997 141,760 83,114 101,899 10,119 20,000 7,148
1996 113,370 9,048 67,973 5,830 -- --
John J. Burns 1998 138,654 14,280 72,242 10,304 4,160 --
President, Maritrans 1997 120,943 54,940 162,694 14,233 -- 5,935
Operating Partners L.P. 1996 89,727 4,269 16,974 1,972 -- --
Steven E. Welch 1998 138,654 14,280 75,750 10,576 23,916 --
Vice President 1997 118,134 56,204 148,782 13,440 -- 5,866
1996 86,808 5,620 11,632 1,352 -- --
H. William Brown (4) 1998 154,450 -- 49,887 5,543 -- --
Chief Financial Officer 1997 78,000 -- -- -- -- --
1996 -- -- -- -- -- --
</TABLE>
- ------------
(1) The shares granted carry restrictions, which restrictions lapse based on
the passage of time, up to five years.
8
<PAGE>
At December 31, 1998, 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 ........... 80,233 526,529 77,822
Janice M. Smallacombe ......... 31,305 205,439 18,083
John J. Burns ................. 32,341 212,238 11,704
Steven E. Welch ............... 29,553 193,942 10,576
H. William Brown .............. 5,543 36,376 5,543
</TABLE>
(2) Amounts relate to awards granted in 1993, 1994 and 1996 under the Company's
Long-Term Incentive Plan which value was determined pursuant to a formula
based on average pre-tax earnings for 1993 and 1994 and economic value
added (EVA(R)) for 1996 of the Company. The formula assigns to each unit a
specific dollar value based on the Company's financial results over the
specified performance period. 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."
(4) Mr. Brown is not employed by the Company but has entered into a contractual
relationship paying him for strategic and financial consulting services at
a contractual rate. Total payments for these services are recorded in the
above table as salary.
Option Grants in 1998
The following table sets forth certain information concerning options
granted during 1998 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 1998 ($/Share) Date 5% 10%
- ---- ------------ ------------ ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Van Dyck ........... 31,876 47.63% $ 9.125 2/05/08 $182,926 $ 463,569
Janice M. Smallacombe ......... 6,652 9.94% $ 9.125 2/05/08 38,174 96,739
John J. Burns ................. 2,294 3.43% $ 9.125 2/05/08 13,164 33,361
Steven E. Welch ............... 3,148 4.70% $ 9.125 2/05/08 18,065 45,781
H. William Brown .............. 9,400 14.05% $ 9.000 5/18/08 53,204 134,831
</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.
EVA(R) is a registered trademark of Stern Stewart & Co.
9
<PAGE>
Aggregated Options Exercises in 1998 and 1998 Year-end Options Values
The following table summarizes options exercised during 1998 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 12/31/98 at 12/31/98
Acquired Value Exercisable (E) Exercisable (E)
Name on Exercise Realized Unexercisable (U) Unexercisable (U)
- ---- ------------- ---------- ------------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Van Dyck ........... 0 0 256,612 (E) $541,014 (E)
56,879 (U) 26,777 (U)
Janice M. Smallacombe ......... 0 0 13,307 (E) 21,208 (E)
20,658 (U) 5,403 (U)
John J. Burns ................. 0 0 657 (E) 781 (E)
17,842 (U) 1,848 (U)
Steven E. Welch ............... 0 0 451 (E) 536 (E)
17,489 (U) 1,546 (U)
H. William Brown .............. 0 0 9,400 (U) -- (U)
</TABLE>
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, 1998, 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 24.5
Janice M. Smallacombe 16.0
John J. Burns 23.0
Steven E. Welch 21.5
H. William Brown 0.0
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 1998
for the officers listed in the Summary Compensation Table was $375,000 for Mr.
Van Dyck, $175,000 for Ms. Smallacombe, $140,000 for Mr. Burns and $140,000 for
Mr. Welch. Pension amounts are not subject to reduction for Social Security
benefits. Mr. Brown is not employed by the Company but has entered into a
contractual relationship paying him for strategic and financial consulting
services at a contractual rate. Mr. Brown's relationship does not include
pension 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
11
<PAGE>
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
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 a Severance and
Non-Competition Agreement with Ms. Smallacombe. 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 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 1.99 times the base salary if any such individual is
terminated following a change in control of the Company or within six months of
a change of control of the Company. On December 1, 1998, the Company entered
into a similar agreement with Mr. Wise. Mr. Wise's agreement provides for the
payment of 1.5 times base compensation if termination occurs following a change
in control of the Company or if termination occurs within six months of a
change of control of the Company provided termination was without cause. In
return for such compensation, 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 1998, 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 and Dr. Dorman comprised the
Committee; Mr. Schless was a member until March 1998. None of these individuals
received compensation as an officer of the Company during fiscal 1998. 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. 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 highest caliber of people necessary to generate success
for the Company and its shareholders.
Maritrans' philosophy for its executive compensation programs has been to
reward on the basis of the most relevant factors that drive the return to
shareholders. Maritrans identified 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;
12
<PAGE>
o achievement of annual financial goals; and
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 long-term strategic
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;
o is competitive with other similar industry organizations.
Maritrans regularly consults with compensation and benefit consultants. In
1998, 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. Early in 1999, Maritrans engaged a new independent
compensation and benefits consulting firm to review and revise the compensation
program for implementation in 1999. The focus of this study is a review of the
above criteria to ensure and determine the relevance and importance of these
factors to executive compensation.
II. Program Description
A. Total Compensation Approach
Maritrans' compensation strategy is to place a substantial amount of
executive total compensation at risk in the form of performance-based programs.
Therefore, in conjunction with base salary, in 1998 Maritrans' executives
participated in three incentive-based plans: an annual incentive plan, an
equity compensation plan and a long-term performance unit plan, all rewarding
increased shareholder value. Under these plans, 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
1998 are similar to 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. In 1998, 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 1998, 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 1998 the
Committee maintained the level of executive annual incentive bonus targets as a
percentage of base salaries. This year, the Committee set one-third of annual
bonus opportunity on total Company safety results, one-third of annual bonus
opportunity on total Company financial results and one-third of annual bonus
opportunity based on individual performance goals.
13
<PAGE>
The Committee believes that the Plan provided a financial reward only for
the achievement of substantial business results. Both the financial and safety
targets for 1998 were substantially more difficult to achieve than in past
years. 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 1998.
Safety and oil spill results, where Maritrans' employees could affect the
outcome represent one-third of total bonus opportunity. The incident associated
with the Ocean States eliminated an award from the safety portion for all
employees. Financial targets were based on Company-wide results as measured by
economic value added (EVA(R)) and represents one-third of the bonus
opportunity. 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. In 1998, the Company's overall financial results did
not meet the plan's established minimum threshold target. Therefore, the
financial portion of the bonus was not paid. Based on the safety, financial and
personal performance results, the bonuses for the named executives for the 1998
fiscal year were paid at 34% of total bonus targets, paid exclusively on each
individual's achievement of personal bonus goals.
D. Long Term Incentive
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 executive's 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 Executive Award Plan, options are issued at a price equal
to the fair market value of a share on the date of grant, and the options expire
after ten years. The grant of stock options is discretionary. For the current
option position of each executive, refer to the table, "Aggregated Options
Exercises in 1998 and 1998 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 1998. 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 two-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.
All named executives continued as participants in the Performance Unit Plan
in 1998. 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 a pre-determined period of time. Other
individuals employed by the Company continue to be participants in the
Performance Unit Plan.
A one-year performance unit cycle ended December 31, 1998. The Company's
financial performance did not yield a Performance Unit payout.
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, 1998, of $375,000, a twenty-one percent increase over
1997. In addition, Mr. Van Dyck's annual bonus opportunity and his long-term
incentives were increased by thirty-three percent over the previous year.
However, Mr. Van Dyck received only 34% of his bonus potential and no
Performance Unit payout. The increases were a result of market studies that
showed that Mr. Van Dyck was not being compensated competitively when compared
to other chief executives. 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.
- ------------
EVA(R) is a registered trademark of Stern Stewart & Co.
14
<PAGE>
IV. Internal Revenue Code Considerations
Payments made during 1998 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
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 during the five fiscal years ended
December 31, 1998 with the Dow Jones Equity Market Index and the Dow Jones
Marine Transportation Index. The comparison assumes an investment of $100 on
December 31, 1993 in each index and the Company's Common Stock and that all
dividends and distributions were reinvested.
Equity Index
12/31/93 543.13 100.00
12/31/94 547.12 100.73
12/30/95 753.24 138.69
12/31/96 926.76 170.63
12/31/97 1241.45 228.57
12/31/98 1597.09 294.05
Marine Transportation
12/31/93 591.84 100.00
12/31/94 543.35 91.81
12/30/95 619.8 104.72
12/31/96 755.87 127.72
12/31/97 911.15 153.95
12/31/98 561.5 94.87
Maritrans
12/31/93 4.125 100.00
12/31/94 5.515625 133.71
12/30/95 6.015625 145.83
12/31/96 6.5625 159.09
12/31/97 10.890625 264.02
12/31/98 7.65625 185.61
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." In June 1997, the Company entered into a consulting agreement with
H. William Brown. Mr. Brown was named Chief Financial Officer and provides
strategic and financial consulting services to 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 1998
fiscal year and expects to do so again during 1999. The Company previously
leased approximately 9,500 square feet from this firm, which lease expired in
1998. The amount paid for this lease in 1998 was $114,000.
INDEPENDENT AUDITORS
Ernst & Young LLP, independent auditors, were the Company's auditors for
the fiscal year ended December 31, 1998, and are expected to be retained for the
fiscal year ending December 31, 1999. 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 2000 ANNUAL MEETING
Proposals of stockholders proposed to be presented at the 2000 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 February 16, 2000, 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 1998.
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, 1998, is available without charge, upon written request, to each
stockholder of record on March 22, 1999. Requests should be directed to Mr.
Walter T. Bromfield, Treasurer and Controller, Maritrans Inc., 1818 Market
Street, 35th Floor, Philadelphia, Pennsylvania 19103.
By order of the Board of
Directors
Parker S. Wise
Secretary
Dated: March 26, 1999
17
<PAGE>
MARITRANS INC.
PROXY
This proxy is solicited on behalf of the Board of Directors for the Annual
Meeting on May 18, 1999.
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, 18th Floor, 1701 Market Street, Philadelphia,
Pennsylvania, on May 18, 1999 at 10:00 a.m., and in any adjournment or
postponement thereof, as specified in this proxy:
(To Be Signed on Reverse Side.)
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.
Item 1:
FOR / /
WITHHELD / /
Election of the Director 3 Year Term
Nominee Dr. Craig E. Dorman
In their discretion, proxies are entitled to vote upon such other matters
as may properly come before the meeting, or any adjournment thereof.
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.
