<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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
MARITRANS
- -----------------------------------------------------------------------------
(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
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(A)
----------------------------------------------------------------------
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>
MARITRANS
1818 Market Street
Philadelphia, PA 19103
215-864-1200
March 27, 2000
Dear Fellow Maritrans Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Maritrans Inc. (the "Company"), which will be held on Wednesday, May 24, 2000
at 11:00 a.m., local time, at the Wyndham Harbour Island Hotel, 725 S. Harbour
Island Boulevard, Tampa, FL 33602.
We plan to review the business and finances of the Company as well as
answer stockholder questions. The only business matter to be considered and
voted upon at the meeting will be the election of two directors to serve for 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 24, 2000.
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 2000 ANNUAL MEETING
OF STOCKHOLDERS
To Be Held May 24, 2000
---------------------
The Annual Meeting of Stockholders (the "Meeting") of Maritrans Inc., a
Delaware corporation (the "Company"), will be held at the Wyndham Harbour
Island Hotel, 725 S. Harbour Island Boulevard, Tampa, FL 33602 on Wednesday,
May 24, 2000, at 11:00 a.m. local time, for the purpose of considering and
voting upon the following matters:
1. The election of two directors 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 27, 2000, 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
/s/ Janice M. Smallacombe
---------------------
Janice M. Smallacombe
Secretary
Philadelphia, Pennsylvania
March 27, 2000
<PAGE>
MARITRANS INC.
1818 Market Street
Philadelphia, PA 19103
---------------------
NOTICE OF 2000 ANNUAL MEETING
OF STOCKHOLDERS
To Be Held May 24, 2000
---------------------
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 2000 Annual Meeting (the "Meeting") to be held on
Wednesday, May 24, 2000, at 11:00 a.m., local time at the Wyndham Harbour
Island Hotel, 725 S. Harbour Island Boulevard, Tampa, FL 33602. Each proxy that
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 3, 2000. The current address of the principal
executive offices of the Company is: Maritrans Inc., 1818 Market Street, 35th
Floor, Philadelphia, PA 19103. In the second quarter of 2000, the executive
officers of the Company will be moving to Two Harbour Place, 302 Knights Run
Avenue, 12th Floor, Tampa, FL 33602.
The Company's annual report to stockholders for the year ended December
31, 1999, 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 two directors will
be elected to serve for a three-year term. 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 27, 2000, are
entitled to vote at the Meeting. As of that date, 11,498,601 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
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With regard to the election of directors, votes may be cast in favor or
withheld. Votes that are withheld will be excluded entirely from the vote and
will have no effect.
Brokers that are member firms of the New York Stock Exchange and who hold
shares in street name for customers have the authority to vote those shares
with respect to the election of directors if they have not received
instructions from a beneficial owner. A failure by brokers to vote shares will
have no effect in the outcome of the election of a director, because 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 by Friday, May 19, 2000. 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, Mr. Stephen A. Van Dyck and Dr.
Robert E. Boni, will expire at the 2000 Annual Meeting. The Board has nominated
Mr. Van Dyck and Dr. Boni for election as directors of the Company for a term
of office, which would expire in 2003. The remaining three directors will
continue to serve in accordance with their prior election.
Unless instructed otherwise, the persons named in the enclosed proxy, or
their substitutes, will vote signed and returned proxies FOR the nominees. The
nominees have agreed to serve if elected. The directors are 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 nominees.
Requirements for Advance Notification of Nominees
Section 4.13(b) of the Company's By-Laws provides that any stockholder
entitled to vote for the election of directors at a meeting may nominate a
director for election if written notice of the stockholder's intent to make
such a nomination is received by the Secretary of the Company not less than 14
days nor more than 50 days prior to any meeting of the stockholders called for
the election of directors, with certain exceptions. This notice must contain or
be accompanied by the following information:
(a) the name of the stockholder who intends to make the nomination;
2
<PAGE>
(b) a representation that the stockholder is a holder of record of the
Company's voting stock and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice;
(c) such information regarding each nominee that would be required in a
proxy statement filed pursuant to the rules of the Securities and
Exchange Commission if proxies had 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, the Secretary of the Company must
receive appropriate notices in respect of nominations for directors no later
than May 10, 2000.
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, 2000.
Nominees for Election at the 2000 Annual Meeting for Term Expiring in 2003
<TABLE>
<CAPTION>
<S> <C>
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
Company's Nominating Committee of the Board of Directors. See
"Compensation of Directors and Executive Officers -- Employment
Agreements." Mr. Van Dyck is 56 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 com-
pany, during 1994 and as a consultant for that company during January
1995. He is a member of the Company's Compensation (Chairman)
and Audit (Chairman) Committees of the Board of Directors. In Feb-
ruary 1999, Dr. Boni was named Lead Director. Dr. Boni is 72 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 Nomi-
nating (Chairman) Committee of the Board of Directors. See "Certain
Transactions -- Other". Mr. Lichtenstein is 52 and has served on the
Board of Directors since 1995.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Directors Continuing in Office with Terms Expiring in 2002
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
Chief Scientist for the Office 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 59 and has served on the Board of Directors
since 1991.
Mr. Brent A. Stienecker ......... Mr. Stienecker retired as President of Crowley Marine Services, a tug
and barge and specialized contract services subsidiary of Crowley
Maritime Corporation on December 31, 1998. He served as President
of Crowley Maritime Corporation from 1992 through 1998. Mr. Stie-
necker was employed by Crowley Maritime Corporation in various
capacities since 1975. He is a member of the Company's Audit and
Compensation Committees of the Board of Directors. Mr. Stienecker is
61 and has served on the Board of Directors since 1999.
</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, 2000:
<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>
Ingalls & Snyder LLC 1,481,693 12.86% 32,050 0 32,050 1,449,643
61 Broadway
New York, NY 10006
The Goldman Sachs Group, L.P. 1,387,000 12.04% 0 1,387,000 0 1,387,000
and Goldman Sachs & Co.
85 Broad Street
New York, NY 10004
Kahn Brothers & Co., Inc. 835,308 7.25% 0 0 0 835,308
555 Madison Avenue
22nd Floor
New York, NY 10022
Dimensional Fund Advisors Inc. (1) 758,500 6.58% 758,500 0 758,500 0
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Donald Smith & Co., Inc. 599,600 5.20% 599,600 0 599,600 0
East 80 Route 4
Suite 360
Paramus, NJ 07652
</TABLE>
- ------------
(1) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 758,500 shares of
Maritrans Inc. stock as of December 31, 1999, 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, 2000.
Share Ownership of Management and the Board of Directors
<TABLE>
<CAPTION>
Shares Beneficially
Owned(1)
----------------------
Name Number Percent
- --------------------------------------------------------- --------- ----------
<S> <C> <C>
Stephen A. Van Dyck ..................................... 557,315 4.72%
Dr. Robert E. Boni(2) ................................... 20,120 *
Dr. Craig E. Dorman(3) .................................. 10,397 *
Robert J. Lichtenstein(4) ............................... 15,514 *
Brent A. Stienecker ..................................... 1,629 *
Janice M. Smallacombe ................................... 82,375 *
John J. Burns ........................................... 62,604 *
Steven E. Welch ......................................... 54,443 *
Stephen M. Hackett ...................................... 36,779 *
All directors and executive officers as a group .........
(12 persons) ............................................ 900,432 7.59%
</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
exercisable within 60 days of March 1, 2000, 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, 2000, are considered
beneficially owned with respect to this table.
COMMITTEES OF THE BOARD OF DIRECTORS
There were seven Board of Directors meetings and seventeen Board of
Directors Committee meetings during fiscal 1999. 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 Finance Committee met four times during 1999. At its last meeting, the
Finance Committee recommended and the Board subsequently adopted a
redistribution of the Finance Committee's responsibilities and the suspension
of the Committee to avoid redundancies and to streamline the Board processes.
The Board implemented the recommendations and now, as a full Board,
periodically reviews investment policies and practices and the amounts and
nature of financings available to the Company and subsidiaries; monitors the
status of existing financings; and considers and implements the dividend policy
of the Company. The Board assigned the responsibility of reviewing and
monitoring the Company's investment policy and practices with respect to the
assets of the Retirement Plan and the Profit Sharing and Savings Plan to the
Compensation Committee of the Board.
6
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The Audit Committee, presently consisting of three non-employee directors,
met five times in 1999, 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 three non-employee
directors, met five times in 1999. 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; determining the compensation paid to the Board of Directors;
administering the Equity Compensation Plan and the 1999 Directors and Key
Employees Equity Compensation Plan; reviewing and monitoring the Company's
investment policy and practices with respect to the assets of the Retirement
Plan and the Profit Sharing and Savings 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 Nominating Committee, presently consisting of two non-employee
directors and the Company's Chairman, met three times during 1999. 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 any 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; periodically evaluating the
standing committees of the Board; and leading the Board self evaluation process
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,
Chairman of the Board and Chief Executive Officer, 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 and Secretary 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.
7
<PAGE>
Mr. Hackett is President of Maritrans Chartering Co., Inc. and has been
continuously employed by the Company or its predecessors in various capacities
since 1980.
Mr. Doherty is Vice President of the Company and has been employed by
Maritrans since 1997. Previously, Mr. Doherty was Director of Business
Development for Computer Command and Control Company where he had been employed
since April 1995.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors' Compensation
During fiscal 1999, 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 1,518 shares each to Messrs.
Boni, Dorman and Lichtenstein, 410 shares to Mr. Stienecker and 699 to Mr.
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 1999 for retainer fees, Board of Directors meetings and Board of Directors
Committee meetings amounted to $116,505.
Executive Compensation
The following Summary Compensation Table sets forth the cash compensation
and certain other components of the compensation received by the Chief
Executive Officer and the other four most highly compensated executive officers
of Maritrans Inc. or its subsidiaries in 1999, 1998 and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
--------------------- ---------------------------------------
Awards Payouts
Restricted Securities
Stock Underlying LTIP All Other
Salary Bonus Awards Options Payouts Compensation
Name and Principal Position Year ($) ($) ($)(1) (#) ($)(2) ($)(3)
- ----------------------------- ------ --------- --------- ------------ ------------ --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen A. Van Dyck 1999 444,154 -- 381,240 63,540 -- 21,683
Chairman of the Board 1998 371,924 76,500 411,839 52,968 68,813 44,149
and Chief Executive Officer 1997 300,739 175,565 15,069 3,345 59,120 17,910
Janice M. Smallacombe 1999 240,385 -- 155,370 25,895 -- 1,981
Senior Vice President and 1998 172,981 23,800 106,139 14,131 12,576 --
Secretary 1997 141,760 83,114 101,899 10,119 20,000 7,148
John J. Burns 1999 223,385 -- 138,240 23,070 -- 1,782
President, Maritrans 1998 138,654 14,280 72,242 10,304 4,160 --
Operating Partners L.P. 1997 120,943 54,940 162,694 14,233 -- 5,935
Steven E. Welch 1999 182,308 -- 56,496 9,416 -- 1,486
Vice President 1998 138,654 14,280 75,750 10,576 23,916 --
1997 118,134 56,204 148,782 13,440 -- 5,866
Stephen M. Hackett 1999 167,308 -- 36,726 6,121 -- 19,490
President, Maritrans 1998 100,074 12,750 65,122 9,299 2,630 20,989
Chartering Co., Inc. 1997 94,714 36,324 124,613 16,095 -- 22,480
</TABLE>
8
<PAGE>
- ------------
(1) The shares granted carry restrictions, which restrictions lapse based on
the passage of time, up to five years.
At December 31, 1999, 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 ........... 138,841 746,270 138,841
Janice M. Smallacombe ......... 56,358 302,924 56,358
John J. Burns ................. 55,063 295,964 55,063
Steven E. Welch ............... 38,969 209,458 38,969
Stephen M. Hackett ............ 32,209 173,123 32,209
</TABLE>
(2) Amounts relate to awards granted in 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 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, insurance premiums paid pursuant
to such officers' employment agreement, country club dues and automobile
allowances. See "Certain Transactions."
Option Grants in 1999
The following table sets forth certain information concerning options
granted during 1999 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 1999 ($/Share) Date 5% 10%
- ------------------------------- ------------ ------------ ----------- ------------ ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Van Dyck ........... 217,959 38.50% $ 6.000 5/18/09 $822,439 $ 2,084,223
Janice M. Smallacombe ......... 88,824 15.69% $ 6.000 5/18/09 335,166 849,375
John J. Burns ................. 79,134 13.98% $ 6.000 5/18/09 298,602 756,715
Steven E. Welch ............... 32,300 5.71% $ 6.000 5/18/09 121,880 308,867
Stephen M. Hackett ............ 20,995 3.71% $ 6.000 5/18/09 79,222 200,764
</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 1999 and 1999 Year-end Options Values
The following table summarizes options exercised during 1999 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 12/31/99 at 12/31/99
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 0 268,556 (E) $246,094 (E)
262,894 (U) -- (U)
Janice M. Smallacombe ......... 0 0 18,622 (E) 5,744 (E)
104,167 (U) -- (U)
John J. Burns ................. 0 0 6,058 (E) -- (E)
91,575 (U) -- (U)
Steven E. Welch ............... 0 0 5,380 (E) -- (E)
44,860 (U) -- (U)
Stephen M. Hackett ............ 0 0 3,942 (E) -- (E)
30,912 (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, 1999, 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 25.5
Janice M. Smallacombe 17.5
John J. Burns 24.0
Steven E. Welch 22.5
Stephen M. Hackett 19.5
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 1999
for the officers listed in the Summary Compensation Table was $464,900 for Mr.
Van Dyck, $260,000 for Ms. Smallacombe, $240,000 for Mr. Burns, $195,000 for
Mr. Welch and $180,000 for Mr. Hackett. 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
a base salary that is set by the Company's Board of Directors and adjusted
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
11
<PAGE>
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
The Company entered into Severance and Non-Competition Agreements with Ms.
Smallacombe, Messrs. Burns, Welch, Bromfield, Hackett and Doherty. The terms of
Ms. Smallacombe's, Mr. Burns' and Mr. Welch's 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 the individual
is terminated without cause and 12 months of base compensation in exchange for
their agreement not to compete for a 12 month period. In the event of a
termination immediately preceding or following a change of control of the
Company, these agreements provide for a payment equal to 1.99 times the base
compensation plus an additional 12 months of base compensation in exchange for
their agreement not to compete for 12 months. Mr. Bromfield and Mr. Hackett
have similar agreements. These agreements provide for the payment to each
individual of 6 months of base compensation if any such individual is
terminated without cause and an additional 12 months of base compensation in
exchange for their agreement not to compete for 12 months. In the event of a
termination immediately preceding or following a change of control of the
Company, their agreements provide for a payment equal to 12 months base
compensation and an additional 12 months of base compensation in exchange for
their agreement not to compete for 12 months. If any individual covered under
the above agreements is terminated for cause, only such compensation as has
already been accrued will be paid. Mr. Doherty's agreement provides for a
payment equal to 18 months of base salary if he is terminated immediately
preceding or following a change in control of the Company. In return for the
compensation outlined above, 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.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Compensation Committee Interlocks and Insider Participation
During fiscal 1999, 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 initially comprised
the Committee; Mr. Stienecker joined the committee on May 18, 1999. None of
these individuals received compensation as an officer of the Company during
fiscal 1999. 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.
12
<PAGE>
Maritrans' philosophy for its executive compensation programs has been to
reward the most relevant factors that drive the return to shareholders. For
1999, Maritrans' Board identified the most important factor to be 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; and
o is competitive with other similar industry organizations.
Maritrans regularly consults with compensation and benefit consultants. In
1999, Maritrans engaged an independent compensation and benefits consulting
firm to review and revise the compensation program for implementation in 1999.
The focus of this study was a review of the above criteria to ensure and
determine the relevance and importance of these factors to executive
compensation and to ensure that Maritrans' compensation program emphasizes
factors that are important to the Company and is competitive.
II. Program Description
A. Total Compensation Approach
Maritrans' compensation strategy is to place between one-quarter and
one-half of executive total compensation at risk in the form of stock based
programs. Under these plans, Maritrans' executives can achieve total
compensation levels significantly above the average peer comparison levels when
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
increased shareholder return is not achieved. In 1999, Maritrans' compensation
philosophy was to set base salaries at the ninetieth percentile of published
survey data and to set total compensation, base salary and long term
incentives, at the seventy-fifth percentile of published survey data.
B. Base Salaries
Executive base salaries are determined according to job responsibilities,
strategic contribution level, market compensation data, performance and
experience criteria. In 1999, the base salary philosophy was to set salaries at
the ninetieth percentile of published survey data. Actual salaries were
determined by applying the factors listed above to each individual. Individual
base salaries will be reviewed annually, with adjustments based on the labor
market analyses. However since substantial base salary increases were given in
1999, no salary increases are scheduled for 2000. Setting salaries at the
ninetieth percentile reflects a change in compensation philosophy as annual
total cash now consists only of base salaries since the annual bonus program
was not used during 1999.
In 1999, the named executives other than Mr. Van Dyck received base salary
increases based on market data. Mr. Van Dyck's compensation information is
available in the "Summary Compensation Table" and is discussed in, Section III,
"Chief Executive Officer Compensation."
C. 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 stock option plans, options are issued at a
price equal to the fair market value of a share on the date of grant, vest in
13
<PAGE>
two years, and 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 1999 and 1999 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 1999. 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.
III. Chief Executive Officer Compensation
The salary, restricted stock and option grant 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, 1999, of $464,900, a twenty-two percent decrease in total cash
opportunity from 1998. Mr. Van Dyck's long-term incentives were increased by
eighteen and one-half percent over the previous year. The decrease in total
cash was due to no longer having an annual cash bonus opportunity despite
receiving a higher base salary. The increase in long term incentives was a
result of market studies which showed that Mr. Van Dyck's long term incentive
component was not competitive 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.
IV. Internal Revenue Code Considerations
Payments made during 1999 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.
Stock options and restricted stock grants to the CEO were made under the stock
option plan which was approved by shareholders in April 1994, and amended and
restated in May 1997, and the stock options (but not the restricted stock) meet
the requirements of Section 162(m). Certain stock option and restricted stock
grants to other named officers were made under a stock option plan that was
approved by the Board of Directors but not the shareholders. While stock grants
will not qualify for an exception under Section 162(m), the compensation of
these officers, including expected option values, is unlikely to approach the
deductible limit. Accordingly, the Committee does not believe that the
provisions of Section 162(m) will have any adverse effect on the Company.
Respectfully Submitted,
Compensation Committee
of Maritrans Inc. Board of Directors
Dr. Robert E. Boni Dr. Craig E. Dorman
Chairman
Mr. Brent A. Stienecker
14
<PAGE>
TOTAL STOCKHOLDER RETURN GRAPH
The Securities and Exchange Commission requires that the Company's total
return to its stockholders be compared to a relevant market index and a similar
industry index for the last five years.
The following chart shows a five year comparison of cumulative total
returns for the Company's Common Stock during the five fiscal years ended
December 31, 1999, with the Dow Jones Equity Market Index and the Dow Jones
Marine Transportation Index. The comparison assumes an investment of $100 on
December 31, 1994, in each index and the Company's Common Stock and that all
dividends and distributions were reinvested.
400 |------------------------------------------------------------------------
|
|
350 |---------------------------------------------------------------------@--
|
|
300 |------------------------------------------------------------------------
| @
|
250 |------------------------------------------------------------------------
| @
|
200 |------------------------------------------------------------------------
| #
| @ *
150 |------------------------------------------------------------------------
| @ * # *#
| #* #
100 |--#@*------------------------------------------------*------------------
|
|
50 |------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
# Maritrans, Inc.
@ DJ Equity Market Index
* DJ Marine Transport Index
15
<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, a director of the Company, is a partner in the law
firm of Morgan, Lewis & Bockus LLP. The Company retained this firm for various
matters during the 1999 fiscal year and expects to do so again during 2000.
INDEPENDENT AUDITORS
Ernst & Young LLP, independent auditors, were the Company's auditors for
the fiscal year ended December 31, 1999, and are expected to be retained for
the fiscal year ending December 31, 2000. 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 2001 ANNUAL MEETING
Proposals of stockholders proposed to be presented at the 2001 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 23, 2001, 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 1999.
Beneficial ownership reports were filed timely in 1999, except for the
following employees, who filed one report late for one transaction each, each
of which transaction consisted of the reporting of the disposition of shares to
meet tax obligations resulting from the vesting of certain restricted stock
grants: Stephen A. Van Dyck, Janice M. Smallacombe, John J. Burns, Steven E.
Welch and Walter T. Bromfield.
16
<PAGE>
MARITRANS, INC.
PROXY
This proxy is solicited on behalf of the Board of Directors for the Annual
Meeting on May 24, 2000.
This proxy will be voted as specified by the stockholder. If no
specification is made, all shares will be voted as set forth 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 Wyndham
Harbour Island Hotel, 725 S. Harbour Island Boulevard, Tampa, Florda 33602, on
May 24, 2000 at 11:00 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 [X]
WITHHELD [X]
Election of the Director 3 Year Term
Nominee Mr. Stephen A. Van Dyck
Nominee Dr. Robert E. Boni
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.
