<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 Rule 14a-11(c) or
Rule 14a-12
TransCor Waste Services, Inc.
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(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 14-
a(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:
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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):
-------------------------------------------------------<PAGE>
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:
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2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------
3) Filing Party:
-------------------------------------------------------
4) Date Filed:
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TRANSCOR WASTE SERVICES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 18, 1997
To the Stockholders of
TRANSCOR WASTE SERVICES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of TransCor Waste Services, Inc. (the "Company")
will be held on Wednesday, June 18, 1997, at 8 a.m., local time,
at the Palma Ceia Golf & Country Club, 1601 South MacDill Avenue,
Tampa, Florida 33629, to consider and vote upon:
1. The election of three (3) Directors, each to hold office
until the next Annual Meeting of Stockholders and until
their respective successors have been duly elected and
qualified; and
2. Transacting such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The foregoing items of business are more fully described in
the Proxy Statement accompanying this notice.
The Board of Directors has fixed the close of business on
April 18, 1997, as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Annual
Meeting of Stockholders, and only stockholders of record at such
time will be so entitled to notice and to vote.
By Order of the Board of Directors,
/s/ Joseph M. Williams
JOSEPH M. WILLIAMS, Secretary
May 7, 1997
If you do not expect to be present at the meeting,
please date, sign, and return the enclosed proxy in the
envelope provided for that purpose, which requires no
postage if mailed in the United States. A proxy is
revocable at any time prior to the voting of the proxy
by a subsequently dated proxy, by written notice to the
Secretary of the Company, or by personally withdrawing
the proxy at the meeting and voting in person.<PAGE>
TRANSCOR WASTE SERVICES, INC.
1502 Second Avenue, East
Tampa, Florida 33605
PROXY STATEMENT
For Annual Meeting of Stockholders
To Be Held June 18, 1997
The accompanying form of proxy is solicited on behalf of the
Board of Directors of TransCor Waste Services, Inc. (the
"Company") for use at the Annual Meeting of Stockholders to be
held on June 18, 1997, including any adjournment or adjournments
thereof, for the purposes set forth in the accompanying Notice of
Meeting. Only stockholders of record at the close of business on
April 18, 1997, will be entitled to notice of and to vote at such
meeting. This proxy statement and the accompanying form of proxy
are being mailed to stockholders on or about May 21, 1997.
Proxies in the accompanying form, duly executed and received in
time and not revoked, will be voted at the meeting. Any proxy
given pursuant to such solicitation may be revoked by the
stockholder at any time prior to the voting of the proxy by
submitting a subsequently dated proxy, by written notification to
the Secretary of the Company, or by personally withdrawing the
proxy at the meeting and voting in person.
The address of the principal executive office of the Company
is:
1502 Second Avenue East
Tampa, Florida 33605
Telephone Number: (813) 248-5885
As of April 18, 1997, the number of outstanding shares
entitled to vote at the meeting is 4,000,000 shares of common
stock, par value $.001 per share (the "Common Stock").
VOTING PROCEDURES
The directors will be elected by the affirmative vote of a
plurality of the shares of Common Stock present in person, or
represented by proxy, provided a quorum exists. A quorum is
established if at least a majority of the outstanding shares of
Common Stock, as of April 18, 1997, are present in person or
represented by proxy. Any other matters at the meeting shall be
decided by the affirmative vote of a majority of the shares of
Common Stock cast with respect thereto, provided a quorum exists.
Votes will be counted and certified by the Inspectors of
Election, who are one or more employees of the Company. Failures
to vote and broker non-votes will not count towards determining
any required plurality or majority or the presence of a quorum.
Stockholders and brokers returning proxies who are affirmatively
abstaining from voting on a proposition and stockholders<PAGE>
attending the meeting but who are not voting on a proposition
will count towards the presence of a quorum, but will not be
counted towards determining the required plurality or majority
for approval of that proposition.
The enclosed proxies will be voted in accordance with the
instructions thereon. Unless otherwise stated, all shares
represented by such proxy will be voted as instructed. Proxies
may be revoked as noted in the information above.
ELECTION OF DIRECTORS
The proxies granted by stockholders will be voted at the
Annual Meeting of Stockholders for the election of the persons
listed below as Directors of the Company to serve until the next
Annual Meeting of Stockholders and until their respective
successors have been duly elected and qualified. All of the
nominees are currently Directors of the Company. Each of the
persons named has indicated to the Board of Directors that he
will be available as a candidate. In the event that any nominee
is not a candidate or is unable to serve as a director at the
time of the election, unless authority is withheld, the proxies
will be voted for any nominee who shall be designated by the
present Board of Directors to fill such vacancy.
Year of
First
Name Age Election Position
------------------------ ---- -------- ------------------------
Francis M. Williams 55 1992 Chairman of the Board of
R. Donald Finn 53 1992 Directors
Barry W. Ridings 45 1992 Director/Attorney
Director/Investment
Banker
All Directors of the Company hold office until the Annual
Meeting of Shareholders in the year in which their appointment
expires or until their successors have been elected and
qualified.
Francis M. Williams has been Chairman of the Board of
Directors of the Company since November 1992 and President of the
Company from July 1, 1994 until July 1996. He has been President
and Chairman of the Board of Kimmins since its inception in 1987.
From 1981 to 1988, Mr. Williams was the Chairman of the Board and
Chief Executive Officer of Kimmins Corp. and its predecessors and
was sole owner of K Management Corp., the former parent company
of Kimmins Corp. From June 1981 until January 1988, Mr. Williams
was the President and a Director of College Venture Equity Corp.,
a small business investment company. Mr. Williams has also been a
Director of the National Association of Demolition Contractors
and a member of the Executive Committee of the Tampa Bay
International Trade Council.<PAGE>
R. Donald Finn has been a Director of the Company since
November 1992. For more than the last five years, Mr. Finn has
been a partner in the Law Firm of Gibson, McAskill & Crosby
located in Buffalo, New York, where Mr. Finn has practiced law
for more than the last 25 years.
Barry W. Ridings has been a Director of the Company since
November 1992. For more than the past five years, Mr. Ridings has
been a managing director of the investment banking firm, Alex,
Brown & Sons, Inc. Mr. Ridings is currently a Director of Norex
America, Inc., SubMicron Systems, Inc., Noodle Kidoodle, Inc.,
New Valley Corp., Search Capital Group, Inc., and Telemundo
Group, Inc.
EXECUTIVE OFFICERS
The executive officers of the Company are elected annually
by the Board of Directors and serve at the discretion of the
Board of Directors.
Ira D. Cohen, 50, has been President and Chief Executive
Officer of the Company since July 1, 1996. He has total
responsibility for operations, safety, profitability, and
compliance with all federal, state and local regulations for the
Company s solid waste facilities. From 1992 to June 1996, Mr.
Cohen served as President for John Sexton Contractors Company.
Mr. Cohen also served as Chief Operating Officer for Land
Reclamation Company from 1989 to 1992. From 1986 to 1989, Mr.
Cohen served as the Regional Landfill Manager and Director of
Landfill Operations of Chambers Development Company, Inc.
Norman S. Dominiak, 52, has been the Treasurer of the
Company since May 1995 and as its Chief Financial Officer since
January 1994. Mr. Dominiak served as controller of ThermoCor
Kimmins, Inc., a subsidiary of Kimmins, from October 1990 until
January 1994. From May 1988 until September 1991, Mr. Dominiak
served as Senior Vice President of Creative Edge, a company
engaged in the manufacturing and distribution of educational
products. From October 1982 until April 1988, Mr. Dominiak served
as Senior Vice President of Cecos Environmental Services, Inc., a
company engaged in treatment, transportation, and disposal of
hazardous waste. From 1965 until 1982, Mr. Dominiak was employed
in various financial capacities for the Carborundum Company.
Joseph M. Williams, 40, has been the Secretary of the
Company since November 1992 and was the Treasurer from November
1992 until May 1995. Mr. Williams has served as Secretary of
Kimmins since June 1988. Since November 18, 1991, Mr. Williams
has also served as President and has been a Director of
Cumberland Holdings, Inc., a holding company whose wholly-owned
subsidiaries provide reinsurance for specialty sureties and
performance and payment bonds. Since June 1986, Mr. Williams has
served as President and Vice President and has been a Director of<PAGE>
Cumberland Real Estate Holdings, Inc., a company specializing in
property management. Mr. Williams has been employed by Kimmins
and its subsidiaries in various capacities since January 1984.
From January 1982 to December 1983, he was the managing partner
of Williams and Grana, a firm engaged in public accounting. From
January 1978 to December 1981, Mr. Williams was employed as a
senior tax accountant with Price Waterhouse & Co. Joseph M.
Williams is the nephew of Francis M. Williams.
Michael D. O'Brien, 47, has been employed by the Company
(including its predecessor) as Vice President since October 1992.
From June 1987 to October 1992, Mr. O'Brien has served as the
Regional Manager of the Northeast Region of Kimmins Industrial
Service Corp., a wholly-owned subsidiary of Kimmins. From July
1983 to June 1987, Mr. O'Brien served as Vice President of Jordan
Foster Scrap Corporation in Buffalo, New York, a company
specializing in demolition and preparation of scrap for sale.
John V. Simon, Jr., 42, has been a Vice President of the
Company (including its predecessor) since November 1989. Since
May 1981, he has served as President and General Superintendent
of Kimmins Contracting Corp., responsible for supervising utility
construction. He served as a Vice President of Kimmins from July
1985 until October 1988.
Sandra J. Boland, 46, has been Controller of the Company
since November 1996. From 1992 to October 1996, Ms. Boland served
as Vice President and Chief Financial Officer of John Sexton
Contractors Company. From 1984 until 1992, Ms. Boland was
employed in various financial capacities for John Sexton
Contractors Company. From 1978 to 1984, Ms. Boland was employed
as a Certified Public Accountant with Cray, Kaiser, Ltd.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1996, the Board of
Directors held three meetings that were attended by all the
Directors, except Mr. Barry W. Ridings was unable to attend the
December 17, 1996, meeting. In addition, the Company's Board of
Directors took several actions by written consent. The Company
has an Audit Committee currently comprised of Mr. Barry W.
Ridings, which met once with the Independent Auditors and
reported in such capacity once to the Board of Directors during
the year, and a Compensation Committee currently comprised of Mr.
Barry W. Ridings, which reported in such capacity three times to
the Board of Directors during the year. The function of the Audit
Committee is to meet periodically with the Company's independent
auditors to review the scope and results of the audit and to
consider various accounting and auditing matters related to the
Company, including its system of internal controls. The Audit
Committee also makes recommendations to the Board of Directors
regarding the independent public accountants to be appointed as
the Company's auditors.<PAGE>
During the year ended December 31, 1996, all directors
attended at least 75 percent of the meetings of the Board of
Directors and all committees of the Board of Directors of which
they are members.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary Compensation Table. The following table provides
certain summary information concerning compensation paid or
accrued by the Company and its subsidiaries to the Chief
Executive Officer and the other executive officers whose salary
and bonus exceeded $100,000 for the year ended December 31, 1996
(the "Named Executives"):
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
-----------------------------
Annual Compensation Awards Payouts
---------------------- --------------------- -------
Other All
Annual Restricted Securities Other
Compen- Stock Underlying LTIP Compen-
Name and Salary Bonus sation Award(s) Options/ Payouts sation
Principal Position Year ($) ($) ($) ($) SARs (#) ($) ($)
----------------------- ---- -------- ----- ------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Francis M. Williams (a) 1996 $318,482 $0 $0 $0 0 $0 $995 (c)
Chief Executive 1995 271,137 $0 $0 $0 0 $0 $989 (c)
Officer 1994 171,139 $0 $0 $0 0 $0 $977 (c)
Ira D. Cohen (b) 1996 $57,692 $0 $0 $0 0 $0 $0 (c)
President
(a) Mr. Francis M. Williams' salary and other compensation are paid by Kimmins.
(b) Mr. Cohen s employment commenced in July 1996. As a result, no information regarding
compensation prior to such date is provided herein.
(c) Represents the Company's contribution to the employee's account of the Company's
401(k) Plan and premiums paid by the Company for term life insurance and long-term
disability. These plans, subject to the terms and conditions of each plan, are
available to all employees.
</TABLE>
During the year ended December 31, 1996, the services of
certain of the Company's officers were provided to the Company by
Kimmins and included in an administrative fee of approximately
$671,000 (1.5 percent of the Company's consolidated gross
revenues) paid to Kimmins during 1996 for such executive services
and other services. From the list of executives and key
employees, included under Item 10, "Directors and Executive
Officers," only Mr. Cohen, Mr. O'Brien and Ms. Boland received
compensation directly from the Company. During 1994, 1995, and<PAGE>
1996, Mr. Francis M. Williams received salary and other
compensation totaling $172,116, $271,137 and $318,482,
respectively, from Kimmins for work performed on the behalf of
Kimmins and its subsidiaries, including the Company. These
amounts were not allocated to any Kimmins subsidiary. The Company
and Kimmins estimate that during 1996 approximately 10 percent of
the professional time of Francis M. Williams was spent on matters
concerning the Company and that the services provided by Norman
S. Dominiak, Joseph M. Williams, and John V. Simon, Jr., to the
Company were essentially incidental to their overall
responsibilities to Kimmins and no part of their services was
allocable to the Company. The Company estimates that no more than
10 percent of the total professional time of any of such persons
in 1996 has been spent on the affairs of the Company.
Pursuant to the Management Services Agreement, Kimmins
provides the services of Messrs. Francis M. Williams, Joseph M.
Williams, Norman S. Dominiak, and John V. Simon, Jr., as Chairman
of the Board, Secretary, Treasurer, and Vice President of the
Company, respectively, "as needed" as well as certain financial,
accounting, data processing, and other administrative services,
for an annual fee equal to the lower of the actual cost of such
services or 1.5 percent of the gross revenues of the Company.
Stock Option/SAR Grants in the Last Fiscal Year. No stock
options or stock appreciation rights were granted to either Mr.
Francis M. Williams or Mr. Ira D. Cohen during the year ended
December 31, 1996. In addition, Mr. Williams and Mr. Cohen do not
have any stock options or stock appreciation rights that were
granted in previous years.
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Values. No stock options or stock
appreciation rights were granted to either Mr. Francis M.
Williams or Mr. Ira D. Cohen during the year ended December 31,
1996. In addition, Mr. Williams and Mr. Cohen do not have any
stock options or stock appreciation rights that were granted in
previous years.<PAGE>
<TABLE>
TEN YEAR OPTION/SAR REPRICINGS
<CAPTION>
Length of
Number of Market Original
Securities Price Option Term
Underlining of Stock at Exercise Remaining
Options/SARs Time of Price at Time New Date of
Repriced or Repricing or of Repricing Exercise Repricing
Amended Amendment or Amendment Price or
Name Date (#) ($) ($) ($) Amendment
------------------ -------- ------------ ------------ ------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph M. Williams 10/30/94 20,000 $2.00 $5.00 $2.00 4 years
Secretary
Michael D. O'Brien 10/30/94 20,000 $2.00 $5.00 $2.00 4 years
Vice President
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of
Directors consists solely of Barry W. Ridings. During the year
ended December 31, 1996, Francis M. Williams, the Company's
Chairman of the Board of Directors and former President, has
served as President and Chairman of the Board of Directors of
Kimmins.
COMPENSATION OF DIRECTORS
During the year ended December 31, 1996, the Company paid
each outside director an annual fee of $5,000 and $1,000 for each
board meeting attended. In addition, Directors are reimbursed for
all out-of-pocket expenses incurred in attending Board of
Directors and audit committee meetings. Under the Company's 1992
Stock Option Plan ("1992 Plan"), directors who are not employees
of the Company are eligible to be granted options under such 1992
Plan. The Board of Directors has discretion to determine the
number of shares subject to each option (subject to the number of
shares available for grant under the 1992 Plan), the exercise
price thereof (provided such price is reasonably related to the
market value of the Common Stock and not less than the par value
of the underlying shares of Common Stock), the term thereof (but
not in excess of ten (10) years from the date of grant, subject
to earlier termination in certain circumstances), and the manner
in which the option becomes exercisable (amounts, intervals, and
other conditions). The Board of Directors also has discretion to
determine the number of shares subject to each incentive stock
option ("ISO"), the exercise price, and other terms and
conditions thereof; however, their discretion as to the exercise
price, the term of each ISO, and the number of ISOs that vest in
any year is limited by the Internal Revenue Code of 1986, as
amended.<PAGE>
As of December 31, 1996, the Company has granted ten-year
options that are exercisable to purchase an aggregate of 92,000
shares. Of such options, options to purchase 25,000 shares were
granted to each of Messrs. Michael D. O'Brien and John V. Simon,
Jr. Options to purchase 20,000 shares were granted to Joseph M.
Williams, and options to purchase 5,000 shares were granted to
each of Messrs. Barry W. Ridings and R. Donald Finn. The 70,000
options granted with an exercise price of $5.00 per share were
cancelled during 1994 and subsequently reissued during 1994 with
an exercise price of $2.00. All options granted to date are
exercisable at the rate of 20 percent per year, and become fully
vested in May 1999.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors, whose
sole member is Mr. Barry W. Ridings, which reported to the Board
of Directors in such capacity three times during 1996. In
determining the compensation of the Company's executive officers,
the Compensation Committee takes into account all factors which
it considers relevant, including business conditions in general
and in the Company's industry during the year, the Company's
performance during the year in light of such conditions, the
market compensation for executives of similar background and
experience, and the performance of the specific executive officer
under consideration and the business area of the Company for
which such executive officer is responsible. The structure of
each executive compensation package is weighted toward incentive
forms of compensation so that such executive may benefit, along
with other stockholders of the Company, from an increase in the
market value of the Company's common stock. The Compensation
Committee believes that granting options provides an additional
incentive to executive officers to continue in the service of the
Company and gives them a greater interest as stockholders in the
success of the Company.
To the extent readily determinable, another factor
considered by the Compensation Committee when determining
compensation is the anticipated tax treatment to the Company and
to the executives of various payments and benefits. For example,
some types of compensation payments and their deductibility
depend upon the timing of an executive's vesting or exercise of
previously granted rights. Further, interpretations of and
changes in the tax laws and other factors beyond the Compensation
Committee's control also affect the deductibility of
compensation.
Given the performance of the Company and general market
conditions in the industry, the compensation program for 1996 for
the executive officers currently employed by the Company
consisted of only a base salary, reimbursement of certain costs
and expenses, and the award of stock options.
Barry W. Ridings<PAGE>
PERFORMANCE GRAPH
The following line graph compares, since the Company's
initial public offering on March 25, 1993, through December 31,
1996, the stock performance of the Company with the cumulative
total return of companies comprising the Russell 3000 index and a
Peer Group index selected by the Company. The Peer Group consists
of Mid American Waste Systems, Inc., Republic Waste Industries,
USA Waste Services, Inc., Allied Waste Industries, Inc., and
Browning Ferris Industries. The Company believes the selected
Peer Group more closely resembles the Company's business segment
than the Russell 3000 Index, the emerging natures of its
operations, and to some extent, its size. The Company pays no
dividends and, therefore, there is no cumulative total return
calculation to the Company based upon reinvestment of dividends.
Such graph is not necessarily indicative of future price
performance. The comparison assumes the value of the investment
in the Company's Common Stock and each index was $100 on March
25, 1993.
03/25/93 1993 1994 1995 1996
-------- ------- ------- ------- -------
TransCor Waste
Services, Inc. $ 100.00 $ 91.00 $ 27.51 $ 99.47 $ 61.37
Russell 3000 Index $ 100.00 $108.49 $108.69 $146.20 $178.10
Peer Group $ 100.00 $ 96.22 $106.77 $130.57 $155.02<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of the
Company's common stock beneficially owned as of April 4, 1997, by
(i) persons known by the Company to own more than 5 percent of
the Company's outstanding common stock, (ii) by each Named
Executive (as defined below) and director of the Company, and
(iii) all executive officers and directors of the Company as a
group:
Amount and Percentage of
Nature of Outstanding
Name and address Beneficial Shares Owned
of Beneficial Owner Ownership (1) (1)
-------------------------- ----------------- -------------
Kimmins Corp.
1501 Second Avenue, East
Tampa, FL 33605 . . . . 2,950,000 (2)(3) 73.4%
Francis M. Williams
1501 Second Avenue, East
Tampa, FL 33605 . . . . 3,173,800 (2)(3) 79.0%
(4)
Joseph M. Williams
1501 Second Avenue, East
Tampa, FL 33605 . . . . 12,000 (5) *
Barry W. Ridings . . . . 18,000 (6) *
R. Donald Finn . . . . . 3,000 (7) *
All officers and directors (2)(3)(4)
as a group (6 persons) 3,206,800 79.8%
(5)(6)(7)
--------------------------
* Less than 1 percent
(1) A person is deemed to be the beneficial owner of securities
that can be acquired by such person within sixty days upon
the exercise of warrants or options. Each beneficial owner's
percentage ownership is determined by assuming that options
or warrants held by such person (but not those held by any
other person), which are exercisable within sixty days, have
been exercised.
(2) Represents 2,950,000 shares of Common Stock owned of record
and beneficially by Kimmins. Kimmins has sole voting and
investment power with respect to all shares of Common Stock
beneficially owned by it. Mr. Francis M. Williams, the
Company's Chairman, beneficially owns approximately 61.5
percent of the total voting shares of Kimmins and,
accordingly, controls Kimmins. As of April 4, 1997, all
executive officers and directors of the Company as a group,
including Mr. Francis M. Williams, beneficially own an<PAGE>
aggregate of approximately 67.2 percent of the voting shares
of Kimmins.
(3) Excludes 400,652 shares issuable upon the conversion of the
Kimmins Note. See Item 13, "Certain Relationships and
Related Transactions."
(4) Includes 100,000 shares that Mr. Francis M. Williams
acquired upon the consummation of the Company's initial
public offering during March 1993; 109,800 shares owned
directly by Mr. Francis M. Williams; 6,000 shares owned by
Mr. Williams' wife; and 8,000 shares owned by Mr. Williams'
children.
(5) Represents 12,000 shares that may be purchased by Mr.
Williams pursuant to immediately exercisable options. Does
not include 8,000 shares issuable to him upon exercise of
options vesting at various times commencing in November
1997.
(6) Includes 15,000 shares owned by Mr. Ridings, and 3,000
shares that may be purchased by Mr. Ridings pursuant to
immediately exercisable options. Does not include 2,000
shares issuable to him upon exercise of options vesting at
various times commencing in November 1997.
(7) Represents 3,000 shares that may be purchased by Mr. Finn
pursuant to immediately exercisable options. Does not
include 2,000 shares issuable to him upon exercise of
options vesting at various times commencing in November
1997.
CERTAIN TRANSACTIONS
Since its inception, the Company has entered into various
transactions with Kimmins and companies affiliated through common
ownership with Kimmins. To date, the Company has been
substantially dependent on Kimmins for various management,
administrative, and financial services; and Kimmins has charged
the Company a monthly fee based on the gross annual revenue of
the Company for such services. For the years ended December 31,
1994, 1995, and 1996, Kimmins billed the Company an aggregate of
approximately $435,000, $617,000, and 671,000, respectively, for
such services. As of March 25, 1993, Kimmins and the Company
formalized this arrangement by executing a Management Services
Agreement. The agreement provides that Kimmins will continue to
provide various administrative services for the Company and that
Francis M. Williams (President, Chairman of the Board, and Chief
Executive Officer of Kimmins), Norman S. Dominiak (Chief
Financial Officer and Treasurer), Joseph M. Williams (Secretary
of Kimmins), and John V. Simon, Jr. (President of Kimmins
Contracting Corp.) will render management services to or on
behalf of the Company. Under the agreement, the Company has
appointed Francis M. Williams, Norman S. Dominiak, Joseph M.
Williams, and John V. Simon, Jr., as Chairman of the Board,
Treasurer, Secretary, and Vice President, respectively, of the
Company. Pursuant to the agreement, the Company will continue to<PAGE>
pay Kimmins an annual fee, payable monthly, equal to the lower of
actual costs of such services or 1.5 percent of the Company's
gross revenue. This agreement may be extended upon agreement of
both parties, and the Company may terminate the agreement, at
will, upon thirty days prior written notice to Kimmins.
As of December 31, 1996, the Company had advances due from
an affiliate of approximately $8,794,000. These advances accrue
interest at a rate of 10 percent per annum. While the entire
balance is due on demand, management only intends to collect
$1,953,000 during 1997. Therefore, the remaining balance is
classified as long term at December 31, 1996.
As of December 31, 1996, the amount of the Company's total
outstanding indebtedness to Kimmins was $2,003,258 which had been
consolidated into the Kimmins Note, which is due and payable on
December 1, 2003, with interest accruing at 1 percent per annum
in excess of the stated prime rate established by NationsBank of
Florida. Until December 1, 2003, the Kimmins Note may be
converted, at the option of Kimmins, into shares of the Company's
Common Stock at an initial conversion price of $5.00 per share,
subject to adjustment, in the event and anytime after the closing
sale price of the Company's Common Stock is $9.00 or more for
twenty consecutive trading days. Kimmins has one demand
registration right during the period from March 25, 1994, until
December 1, 2003, with respect to any shares of Common Stock
issuable upon such conversion. The Kimmins Note is subordinated
to all senior indebtedness of the Company. Payments of principal
and interest are based on certain net income levels of the
Company.
In March 1990, the Company, along with Kimmins and other
subsidiaries of Kimmins, guaranteed all obligations under a loan
by Fleet Bank, formerly known as Norstar Bank, to the trustees
for the Kimmins Employee Stock Ownership Plan ("ESOP"). The
proceeds of such loan were used to acquire shares of the Common
Stock of Kimmins for the creation of the ESOP in which the
Company's employees participate. This loan was refinanced during
December 1995 with SouthTrust Bank of Alabama, N.A., under
similar terms of the original loan. As of December 31, 1996,
$1,920,000 of such indebtedness remained outstanding.
On November 12, 1992, the Company and Kimmins entered into
an agreement for the proportional sharing of employee benefit
costs, pursuant to which the Company's employees are entitled to
participate in all of Kimmins' employee benefit plans, and the
Company is required to contribute its pro rata share of the costs
of such plans, calculated according to formula contained in the
agreement. The agreement may be terminated by either party
anytime upon 180 days prior written notice. Pursuant to the
agreement, Kimmins and the Company have agreed to indemnify each
other against any loss, liability, claim, damage, or expense
incurred by the failure by either party to comply with the terms
of the agreement.<PAGE>
The Company is an insured or co-insured with other Kimmins
entities on various insurance policies of the Company or Kimmins.
The Company pays its allocable share of the cost of such policies
based on a combination of revenues, payroll, assets, and incurred
losses as a percentage of the combined total of such items of all
insured parties, as appropriate for each particular insurance
policy or coverage. For the years ended December 31, 1994, 1995
or 1996, the Company paid Kimmins approximately $746,000,
$811,000, and $849,000, respectively. The Company pays directly
for any coverage for which it is the only insured.
At various times in 1992 and 1993, Francis M. Williams,
President and Director of Kimmins and the Chairman of the Board
of the Company, Michael Gold, a director of Kimmins, Marie K.
Williams, the wife of Francis M. Williams, and Harris Williams,
the son of Francis M. Williams, purchased $200,000, $100,000,
$180,000, and $20,000, respectively, of principal amount of
Performance Notes due on January 9, 1997. These notes were
offered by Kimmins Recycling Corp., a subsidiary of the Company,
to certain investors to finance the purchase and development of
the Company's T&R facility in Jacksonville, Florida. The
Performance Notes were repaid during 1996.
On November 6, 1992, Kimmins sold 50,000 of its shares of
the Company's Common Stock for nominal consideration to a former
vice president of the Company, in recognition for services
rendered by him on behalf of the Company. The terms of the
original agreement stated that the shares will be held in escrow
and released, commencing December 31, 1993, at the rate of 20
percent per year, subjected to the former vice president s
continued employment by the Company. The first installment of
10,000 shares was released to Mr. Baker on December 31, 1993.
During 1994, this agreement was restructured and the remaining
40,000 shares were released to the former vice president. This
resulted in compensation expense of $65,000 based on the current
market price of the stock and the elimination of the remaining
deferred compensation expense.
Effective as of March 25, 1993, the Company and Kimmins have
entered into an affiliate transactions agreement pursuant to
which the Company may not, for a period of three years, either
directly or indirectly, conduct any business or enter into any
transaction or series of related transactions, with or for the
benefit of any affiliate of the Company, having a total value per
transaction or series of related transactions greater than
$50,000, without the approval of most of the disinterested
members of the Company's Board of Directors and the approval of
most of the Company's shareholders who are not affiliates of the
Company. The Company and Kimmins have agreed to evaluate and
extend the affiliate transactions agreement on an annual basis.<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934
requires the Company s officers and directors, and persons who
own more than 10 percent of a registered class of the Company s
equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC").
Officers, directors, and greater than 10 percent shareholders are
required by SEC regulation to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on the Company s review of the copies of such
forms received by it, or written representations from certain
reporting persons that no Forms 5 were required for those
persons, the Company believes that, during the year ended
December 31, 1996, all filing requirements applicable to its
officers, directors, and greater than 10 percent beneficial
owners were complied with.
STOCKHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Any proposal of stockholders intended to be presented at the
1998 annual meeting of the Company must be received by the
Secretary of the Company at the address set forth on the first
page of the Proxy Statement no later than December 17, 1997, in
order for such proposal to be considered for inclusion in the
proxy statement and form of proxy relating to such annual
meeting. If the date of the next annual meeting is subsequently
advanced by more than 30 calendar days or delayed by more than 90
calendar days from the date of the meeting which the proxy
statement relates, stockholders will be notified of the new
meeting date and the new date by which proposals must be
received.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has retained Ernst & Young LLP as the
auditors of the Company for the fiscal year ending December 31,
1997. Representatives of Ernst & Young LLP are expected to be
present at the Annual Meeting of Stockholders, will be given an
opportunity to make a statement if they desire to do so, and will
be available to respond to appropriate questions submitted by
stockholders.<PAGE>
OTHER MATTERS
A copy of the Company's Annual Report to Stockholders for
the fiscal year ended December 31, 1996, is being furnished
herewith to each stockholder of record as of the close of
business on April 18, 1997. Additional copies of the Annual
Report to Stockholders or copies of the Company's Annual Report
on Form 10-K will be provided free of charge upon written request
to:
Stockholder Services
TransCor Waste Services, Inc.
1502 Second Avenue, East
Tampa, Florida 33605
All of the expenses involved in preparing, assembling, and
mailing this Proxy Statement and the material enclosed herewith
will be paid by the Company. The Company may reimburse banks,
brokerage firms and other custodians, nominees, and fiduciaries
for expenses reasonably incurred by them in sending proxy
material to beneficial owners of stock. The solicitation of
proxies will be conducted primarily by mail but may include
telephone, telegraph, or oral communication by directors,
officers, or regular employees of the Company acting without
special compensation.
The Board of Directors is aware of no other matters, except
as set forth in the Notice of Meeting and has not been informed
of any other matters to be presented to the Annual Meeting of
Stockholders. However, if any matters other than those referred
to above should properly come before the Annual Meeting of
Stockholders, it is the intention of the persons named in the
enclosed proxy to vote such proxy in accordance with their best
judgment.
By Order of the Board of Directors,
/s/ Joseph M. Williams
JOSEPH M. WILLIAMS, Secretary
Tampa, Florida
May 7, 1997<PAGE>
