<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
INTERPOOL, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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>
LOGO INTERPOOL, INC.
211 College Road East
Princeton, New Jersey 08540
Telephone: (609) 452-8900
Internet Address: http://www.interpool.com
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Listed: New York Stock Exchange Symbol: IPX
April 20, 1998
Dear Stockholders:
It is our pleasure to invite you to our fifth annual meeting of stockholders.
The meeting will be held on Wednesday, May 27, 1998 at 10:00 a.m. at the Union
League Club, 38 East 37th Street, New York, New York 10016. Please note that the
Union League Club requires women to wear dresses, skirts or pantsuits and
gentlemen to be appropriately attired with jackets and ties.
On the following pages you will find the formal notice of the annual meeting and
proxy materials. The vote of each stockholder is important. Please be sure to
mark, sign and return the enclosed proxy card so that your shares will be
represented. Even if you have executed a proxy, you may still attend the annual
meeting and vote your shares in person. In addition to casting your ballot for
the items to be voted upon, you will be afforded an opportunity to ask questions
and express your views on Company operations.
We appreciate the continuing interest and support of our stockholders and look
forward to seeing many of you at the annual meeting.
Sincerely,
/s/ Martin Tuchman /s/ Raoul J. Witteveen
- ------------------------------ ---------------------------------
Martin Tuchman Raoul J. Witteveen
Chairman of the Board President/Chief Financial Officer
Chief Executive Officer Chief Operating Officer
<PAGE>
INTERPOOL, INC.
211 College Road East
Princeton, New Jersey 08540
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 27, 1998
Princeton, New Jersey
April 20, 1998
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
INTERPOOL, INC. (the "Company") will be held at The Union League Club, 38 East
37th Street, New York, New York 10016 on Wednesday, May 27, 1998, at 10:00 a.m.,
Eastern Daylight Time, for the following purposes:
(1) to elect two (2) directors to serve as Class II directors for a term of
three years and until their successors shall have been elected and shall
have qualified; and
(2) to ratify the appointment of Arthur Andersen LLP as the Company's
independent accountants for the 1998 fiscal year; and
(3) to act upon such other matters as may properly come before the meeting or
any adjournments thereof.
All holders of common stock of record at the close of business on April
15, 1998 will be entitled to notice of and to vote at the Annual Meeting.
Whether or not you expect to attend the meeting, please date, sign and
promptly return the enclosed proxy in the prepaid return envelope provided. You
may revoke your proxy at any time before it is voted at the meeting by
submitting a written revocation or a new proxy, or by attending and voting at
the Annual Meeting.
By Order of the Board of Directors
/s/ Martin Tuchman
- ------------------------------------
Martin Tuchman
Chairman/Chief Executive Officer
<PAGE>
INTERPOOL, INC.
211 College Road East
Princeton, New Jersey 08540
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Interpool, Inc. (the "Company") of proxies
for use at the Annual Meeting of Stockholders (the "Annual Meeting") of the
Company to be held on Wednesday, May 27, 1998 at 10:00 a.m., Eastern Daylight
Time, and at any adjournments thereof.
This Proxy Statement, Notice of Meeting, form of proxy and the Company's
Annual Report for 1997 are being mailed to each stockholder at such holder's
address of record on or about April 20, 1998.
GENERAL
Only stockholders of record at the close of business on April 15, 1998
are entitled to notice of and to vote the shares of common stock of the Company
(the "common stock") held by them on that date at the Annual Meeting or any
adjournments thereof.
If the accompanying proxy card is properly signed and returned to the
Company and not revoked, it will be voted in accordance with the instructions
contained therein. Unless contrary instructions are given, the persons
designated as proxy holders in the proxy card will vote for the two director
nominees proposed by the Board of Directors, for ratification of the appointment
of Arthur Andersen LLP as the Company's independent accountants for the fiscal
year ending December 31, 1998 and, with regard to all other matters that may
properly come before the meeting, as recommended by the Board of Directors; or,
if no such recommendation is given, in their own discretion. Each stockholder
may revoke a previously granted proxy at any time before it is exercised by
filing a revoking instrument or a duly executed proxy bearing a later date with
the Secretary of the Company. The powers of the proxy holders will be suspended
if the person executing the proxy attends the Annual Meeting in person and so
requests. Attendance at the Annual Meeting will not, in itself, constitute
revocation of a previously granted proxy.
The presence at the Annual Meeting, in person or by proxy, of the
holders of a majority of the shares of common stock outstanding on April 15,
1998 will constitute a quorum. Each outstanding share entitles its holder to
cast one vote on each matter to be voted upon at the Annual Meeting. As of
April 15, 1998, 27,551,728 shares of common stock were outstanding.
The cost of soliciting proxies in the enclosed form will be borne by the
Company. It is expected that the solicitation will be primarily by mail.
Officers and regular employees of the Company may, but without compensation
other than their regular compensation, solicit proxies by further mailing or
personal conversations, telephone or facsimile. The Company will, upon request,
reimburse brokerage firms and others for their reasonable expenses in forwarding
solicitation material to the beneficial owners of stock.
-1-
<PAGE>
MANAGEMENT
Directors and Executive Officers
The following table sets forth certain information with respect to the
executive officers and directors of the Company:
<TABLE>
<CAPTION>
Name Age Positions and Offices
---- --- ---------------------
<S> <C> <C>
Martin Tuchman ....... 57 Chairman of the Board of Directors and
Chief Executive Officer
Raoul J. Witteveen ... 42 President, Chief Operating Officer, Chief Financial Officer
and Director
Warren L. Serenbetz .. 74 Director
Arthur L. Burns ...... 53 General Counsel, Secretary and Director
Ernst Baenziger ...... 61 Senior Vice President and Director of Interpool Limited
John M. Bucher (1) ... 67 Director
Peter D. Halstead .... 56 Director
Joseph J. Whalen ..... 66 Director
Richard W. Gross (2) . 53 Senior Vice President of Finance
William Geoghan (3) .. 47 Senior Vice President and Controller
</TABLE>
(1) Not standing for re-election
(2) Mr. Gross has informed the Company that he will be resigning effective May
1, 1998 to accept a position as Chief Financial Officer of another company.
(3) Mr. Geoghan has been appointed to serve as Senior Vice President of Finance
effective as of May 1, 1998.
ITEM 1. ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes, as
nearly equal in number as possible. Each class serves three years, with the
terms of office of the respective classes expiring in successive years. The term
of office of directors in Class II expires at the 1998 Annual Meeting. The Board
of Directors proposes that the nominees described below be elected Class II
directors for a term of three years and until their successors are duly elected
and qualified. The Board of Directors has no reason to believe that the nominees
will not serve if elected, but if either or both of them should become
unavailable to serve as a director, and if the Board designates a substitute
nominee, the persons named as proxies will vote for the substitute nominee
designated by the Board.
Directors will be elected by a plurality of the votes cast at the
Annual Meeting. If elected, all nominees are expected to serve until the 2001
Annual Meeting and until their successors are duly elected and qualified.
-2-
<PAGE>
CLASS II - DIRECTORS STANDING FOR ELECTION
RAOUL J. WITTEVEEN
Raoul J. Witteveen has been President, Chief Operating Officer, Chief
Financial Officer and a director of the Company since March 1993 and has been
President, Chief Operating Officer, Chief Financial Officer and a director of
Interpool Limited, a subsidiary of the Company, since April 1988. He is a
co-founder of Trac Lease, Inc. ("Trac Lease"), a subsidiary of the Company, and
has been Chief Financial Officer, Vice President and a director of Trac Lease
since June 1987. From 1982 to 1986, Mr. Witteveen served in a variety of
management capacities at Thyssen-Bornemisza N.V., the former parent of Interpool
Limited. In 1997, Mr. Witteveen was appointed to the Board of Directors of
Almedica International, Inc., a clinical trial materials company which provides
services to the pharmaceutical industry. Mr. Witteveen holds a bachelor's degree
in economics and business administration and a master's degree in economics from
the Erasmus University in Rotterdam, The Netherlands.
MITCHELL I. GORDON
Mitchell I. Gordon has been nominated by the Board for election as a
Director. Mr. Gordon has been President of Atlas Capital Partners since since
February 1998. Prior thereto, he was Managing Director of Salomon Smith Barney
and co-head of its Transportation Investment Banking Group from July 1993 to
January 1998. From 1988-1993, Mr. Gordon was Senior Vice President of Furman
Selz Inc., where he ran the firm's Transportation and Automotive Investment
Banking groups. From 1984-1988, he was a Vice President of Needham & Company
Inc. From 1981-1984, he held various executive positions at American
Broadcasting Companies, Inc. Mr. Gordon also serves on the Board of Directors of
Indigo Aviation AB currently trading on the NASDAC national market. Mr. Gordon
holds a bachelor of science/bachelor of arts degree from Washington University
and an masters degree in business administration from Harvard Business School.
DIRECTORS CONTINUING IN OFFICE
CLASS III - Term Expires at the 1999 Annual Meeting
MARTIN TUCHMAN
Martin Tuchman, Chairman of the Board of Directors and Chief Executive
Officer of the Company since February 1988, is also Chairman of the Board of
Directors, Chief Executive Officer and a director of Interpool Limited, which he
co-founded in 1968. He also has served as a director of Trac Lease since June
1987, President of Trac Lease for the period from June 1987 through January 1994
and currently serves as its Chairman and Chief Executive Officer. He is Chairman
of the Board of Directors of Princeton International Properties, Inc., a
family-owned real estate company, which owns and has interests in properties
located in Princeton, New Jersey. Mr. Tuchman was previously a member of the
Society of Automotive Engineers as well as the American National Standards
Institute. Currently, Mr. Tuchman is a member of the United Nations Business
Council, a Council comprised of leading international executives organized to
promote understanding and cooperation between business and government and a
member of the Board of Trustees of the New Jersey Institute of Technology. In
1995, Mr. Tuchman was honored as General Services Entrepreneur Of The Year in an
awards program founded by Ernst & Young LLP and in 1996 was named Alumnus of the
Year by the New Jersey Institute of Technology. During 1997, Mr. Tuchman was
appointed and continues to serve on the Board of Directors of Almedica
International, Inc., a clinical trial materials company which provides services
to the pharmaceutical industry, and on the Board of Governors of The National
Parkinson's Foundation. Mr. Tuchman holds a bachelor's degree in mechanical
engineering from the New Jersey Institute of Technology (Newark College of
Engineering) and a master's degree in business administration from Seton Hall
University.
-3-
<PAGE>
ARTHUR L. BURNS
Arthur L. Burns, General Counsel, Secretary and a director of the
Company since January 1990, has been an officer of Interpool Limited since 1980,
serving as Senior Vice President of Law and Administration until June 1996 and
Secretary of Interpool Limited from 1986 to present. Prior to joining Interpool
Limited, Mr. Burns served as assistant general counsel to GATX Leasing Corp.
between 1975 and 1980, and as an associate attorney at the New York law firm of
Cahill, Gordon & Reindel from 1969 to 1975. Mr. Burns holds a bachelor's degree
in economics from Holy Cross College and a law degree from Fordham University
School of Law.
PETER D. HALSTEAD
Peter D. Halstead, a director of the Company since June 1994, has been
with Summit Bank since 1971 and is currently an Executive Vice President. Mr.
Halstead serves as a Trustee for numerous associations including McCarter
Theatre and Cancer Care of New Jersey. Mr. Halstead holds a bachelor's degree
from Colgate University and a master's degree in business administration from
Fairleigh Dickinson University.
CLASS I - Term Expires at the 2000 Annual Meeting
WARREN L. SERENBETZ
Warren L. Serenbetz has been a director of the Company since February
1988 and served as Executive Consultant through January 1995. He has also been a
director of Trac Lease since its founding in November 1986. After co-founding
Interpool Limited in 1968, Mr. Serenbetz served as Interpool Limited's President
and Chief Executive Officer and as a director until 1975, after which he was
director, Chairman of the Executive Committee and Chief Executive Officer until
his retirement in 1986. Mr. Serenbetz rejoined the Board of Directors of
Interpool Limited in 1988. Mr. Serenbetz is currently president of Radcliff
Group, Inc. He has been active in industry affairs, serving as an officer,
director and member of various world trade and shipping associations. Mr.
Serenbetz holds a bachelor's degree in engineering from Columbia University and
a master's degree in industrial engineering from Columbia University.
JOSEPH J. WHALEN
Joseph J. Whalen, a director of the Company since April 1996,
originally joined the accounting firm of Arthur Andersen LLP in 1957 and served
as an audit partner in Andersen's New York and New Jersey offices for more than
ten years prior to his retirement in 1994. Mr. Whalen is a member of the
American Institute of Certified Public Accountants and the New Jersey State
Society of Certified Public Accountants where he previously served on the
Cooperation with Credit Grantors Committee and the Technical Standards Section
of the Professional Conduct Committee. Mr. Whalen is a Certified Public
Accountant in New Jersey and New York and holds a bachelor's degree from St.
Peter's College.
-4-
<PAGE>
NON-DIRECTOR EXECUTIVE OFFICERS
WILLIAM A. GEOGHAN
William Geoghan has been appointed to serve as Senior Vice President of
Finance effective May 1, 1998. Mr. Geoghan has served as Controller of the
Company since April 1992 and Vice President and Controller of Interpool Limited
since January 1989. Mr. Geoghan joined Interpool Limited in 1981 and served as
assistant controller for Interpool Limited 1985 to 1989. Mr. Geoghan is a
Certified Public Accountant and holds a bachelor's degree in commerce from Rider
University.
ERNST BAENZIGER
Ernst Baenziger has been an employee of Interpool since 1977, serving
as Senior Vice President and a director of Interpool Limited since 1991. Mr.
Baenziger is responsible for Europe, Far East, Australia and New Zealand
operations. He is also Managing Director of Interpool Limited's Basel,
Switzerland branch, handling sales and operations, and managing director of CTC
Equipment A.G. Mr. Baenziger holds a bachelor's degree in economics and business
administration from Handelshochschule, St. Gallen.
Committees of the Board
The Board has standing Compensation, Audit and Stock Option Committees,
but no Nominating Committee. Special Committees are appointed from time to time
by the Board.
Compensation Committee. The 1997 Compensation Committee was composed of
Messrs. Tuchman, Bucher, Halstead and Whalen. The Committee's functions are to
review the Company's general compensation strategy, establish salaries and
review benefit programs and approve certain employment contracts. The
Compensation Committee met once in fiscal 1997.
Compensation Committee Interlocks and Insider Participation
During fiscal year 1997, Mr. Tuchman participated in deliberations of
the Compensation Committee and the Company's Board of Directors concerning
executive officer compensation. Mr. Tuchman did not participate in discussions
regarding compensation of the Company's Chief Executive Officer.
Audit Committee. The 1997 Audit Committee was comprised of independent
directors Messrs. Bucher, Halstead and Whalen. The Audit Committee's functions
are to review management's maintenance of systems of internal control,
financial reporting and application of generally accepted accounting principles.
In addition, the Audit Committee reviews the scope of the services of the
Company's independent auditors and may recommend the independent auditors for
appointment by the Board of Directors subject to Stockholder approval. The Audit
Committee met once in 1997.
Stock Option Committee. The 1997 Stock Option Committee was composed of
Messrs. Tuchman, Bucher and Halstead. The Company's 1993 Stock Option Plan for
Executive Officers and Directors (the "Stock Option Plan") was adopted by the
Company's Board of Directors and approved by the stockholders in March 1993 and
amended in May 1996. A total of six million shares of common stock have been
reserved for issuance under the Stock Option Plan. Options may be granted under
the Stock Option Plan to executive officers and directors of the Company or a
subsidiary (including any executive consultant of the Company and its
subsidiaries), whether or not they are employees.
-5-
<PAGE>
To date, options to purchase 4,408,501 shares under the 1993 Stock
Option Plan for Executive Officers and Directors have been granted, 15,000 of
which have expired due to failure to exercise. Options to purchase 75,000 shares
have been granted under the Non Qualified Stock Option Plan for Non-Employee,
Non-Consultant Directors, 30,000 of which have expired due to failure to
exercise. None of the options granted under either the 1993 Stock Option Plan
for Executive Officers and Directors or the Non Qualified Stock Option Plan for
Non-Employee, Non-Consultant Directors have been exercised to date.
Executive Compensation
The following table sets forth the compensation paid or accrued by the
Company to or on behalf of its Chief Executive Officer and each of its other
four most highly compensated executive officers who earned over $100,000 in 1997
for services rendered in all capacities during the years ended December 31,
1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Compensation
-------------------------------- ------------
Other # Stock
Name and Principal Position Year Salary Bonus Compensation (1)(2) Options
- --------------------------- ---- ------ ----- ------------------- -------
<S> <C> <C> <C> <C> <C>
Martin Tuchman 1997 $670,047 $470,000 $22,803 855,000
Chairman of the Board of Directors 1996 $638,141 $464,580 $72,079 225,000
Chief Executive Officer and Director 1995 $607,753 $357,300 $47,063 0
Raoul J. Witteveen 1997 $472,224 $330,000 $18,000 427,500
President, Chief Financial Officer, 1996 $449,737 $302,290 $36,239 112,500
Chief Operating Officer and Director 1995 $428,321 $228,650 $21,015 0
Richard W. Gross (3) 1997 $90,000 $62,500 $0 7,500
Senior Vice President 1996 $87,500 $52,500 $0 0
1995 $85,000 $55,000 $0 0
Sheldon Landy 1997 $160,000 $40,000 $0 0
Vice President; President of 1996 $152,000 $40,000 $0 0
the Railpool Division 1995 $147,000 $40,000 $0 0
Ernst Baenziger 1997 $180,446 $0 $743,663 (2) 0
Sr. Vice President, Interpool Limited 1996 $179,702 $0 $516,667 (2) 0
1995 $177,600 $0 $480,000 (2) 0
</TABLE>
(1) Amounts listed include payments made to or on behalf of the executive for
certain Company provided automobile and related expenses and medical expense
reimbursement as provided for in the executive's Employment Agreement.
(2) Amounts listed as Other Compensation include sales commissions paid.
(3) Mr. Gross has informed the Company that he will be resigning effective May
1, 1998 to accept a position as Chief Financial Officer of another company.
-6-
<PAGE>
Stock Options
On March 27, 1997, 1,498,500 options to purchase common stock were
granted pursuant to the 1993 Stock Option Plan For Executive Officers and
Directors, as follows: Martin Tuchman, 855,000; Raoul J. Witteveen, 427,500;
Warren L. Serenbetz, 45,000; Richard W. Gross, 7,500; John M. Bucher, 22,500;
Peter D. Halstead, 22,500; Joseph J. Whalen, 22,500 and an aggregate of 103,500
to senior management and other employees of the Company.
The following tables set forth information regarding the grant of stock
options to certain individuals under the Non-Qualified Stock Option Plan for
Executive Officers and Directors and the Non-Qualified Stock Plan for
Non-Employee, Non-Consultant Directors during Fiscal 1997. The tables also
contain hypothetical potential realizable value during the option terms,
assuming a 5% and 10% annual rate of appreciation for all stockholders.
OPTION GRANTS DURING FISCAL 1997
AND
ASSUMED POTENTIAL REALIZABLE VALUES
<TABLE>
<CAPTION>
Potential Realizable Value
% of Total at Assumed Annual Rates
Options Stock Appreciation
Number Granted to for Option Term (1)(2)
Options Employees in Exercise Expiration ------------------------------------
Name Granted Fiscal 1997 Price Date 5% 10%
---- ------- ----------- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Martin Tuchman 855,000 57.0% 15.58 3/27/2007 $ 8,377,442 $ 21,230,084
Raoul J. Witteveen 427,500 28.5% 15.58 3/27/2007 $ 4,188,721 $ 10,615,042
Warren L. Serenbetz 45,000 3.0% 15.58 3/27/2007 $ 440,918 $ 1,117,373
Arthur L. Burns 7,500 0.5% 15.58 3/27/2007 $ 73,486 $ 186,229
John M. Bucher 22,500 1.5% 15.58 3/27/2007 $ 220,459 $ 558,686
Peter D. Halstead 22,500 1.5% 15.58 3/27/2007 $ 220,459 $ 558,686
Joseph J. Whalen 22,500 1.5% 15.58 3/27/2007 $ 220,459 $ 558,686
Richard W. Gross 7,500 0.5% 15.58 3/27/2007 $ 3,486 $ 186,229
All Stockholders - - - - $269,956,743 $684,123,390
</TABLE>
(1) Amounts for the named individuals shown under the "Potential Realizable
Value" columns above have been calculated by multiplying the exercise price
by the annual appreciation rate shown (compounded for the term of the
options), subtracting the exercise price per share and multiplying the gain
per share by the number of shares covered by the options.
(2) The amounts under these columns are the result of calculations at the 5% and
10% rates set by the Securities and Exchange Commission and are not intended
to forecast possible future appreciation of the Company's stock prices.
Directors' Compensation; Attendance
Each member of the Board who is not an officer or executive consultant
receives an annual fee of $5,000 for serving on the Board plus $500 and
reimbursement of expenses for each Board or committee meeting attended.
The Board of Directors met five times during fiscal year 1997. Each
current director attended at least 75% of all meetings of the Board of Directors
and committees to which he was assigned that were held during 1997.
-7-
<PAGE>
Directors' Stock Options
The Company's Non-Qualified Stock Option Plan for Non-Employee,
Non-Consultant Directors (the "Directors' Plan") was adopted by the Board of
Directors and approved by the stockholders in March 1993. The Directors' Plan
provides for the automatic grant of non-qualified options to non-employee,
non-consultant directors at the time the director first joins the Board. The
Directors' Plan authorizes grants of options up to an aggregate of 150,000
shares of common stock. The exercise price per share is the fair market value of
the Company's common stock on the date the person becomes a director. The
options granted pursuant to the Directors' Plan may be exercised at the rate of
one-third of the shares on the first anniversary of the options grant date,
one-third of the shares on the second anniversary of the options grant date and
one-third of the shares on the third anniversary of the options grant date,
subject to applicable holding periods required under rules of the Securities and
Exchange Commission. Options granted pursuant to the Directors' Plan will expire
ten years from their grant date except that in the event of the death of a
director, the option must be exercised within six months of the date of death
or, in the event of resignation of a director, the option must be exercised
within ten days of the date of resignation. The Directors' Plan is administered
by the Stock Option Committee of the Board of Directors. Pursuant to the
Directors' Plan, an option to purchase 15,000 shares of common stock was granted
to Mr. Bucher in May 1993, to Peter D. Halstead upon his appointment to the
Board of Directors in June 1994 and to Mr. Whalen upon his appointment in April,
1996. In addition, directors of the Company may be granted options under the
1993 Stock Option Plan for Executive Officers and Directors as adopted by the
Board of Directors and approved by the Stockholders in March 1993. In March
1997, Messrs. Bucher, Halstead and Whalen each were granted an option to
purchase 22,500 shares of Common Stock under the 1993 Stock Option Plan for
Executive Officers and Directors. To date, no stock options have been exercised.
Employment Contracts
The Company has entered into employment agreements with Raoul J.
Witteveen and Martin Tuchman, each dated as of January 1, 1992, as amended and
restated in February 1993 (the "Employment Agreement"). Each of the Employment
Agreements currently expires on December 31, 2004, except that on each January
1, the expiration date of each employment agreement is automatically extended
for an additional year unless the Company or the employee party to such
employment agreement has given written notice of an election not to extend
beyond the end of the then current seven-year term. Notice of any such election
not to extend the expiration date must be delivered not less than six months
prior to the next occurring January 1.
As compensation for the services to be rendered under their employment
agreements, Mr. Tuchman is currently paid an annual base salary of $703,549 and
Mr. Witteveen is currently paid an annual base salary of $495,835. The base
salary under each employment agreement increases by a minimum of 5% each year.
In addition, each of Messrs. Tuchman and Witteveen is entitled to receive an
annual bonus equal to 2%, in the case of Mr. Tuchman, or 1%, in the case of Mr.
Witteveen, of the amount of any increase in the Company's net income during the
year from its net income in the preceding year. Mr. Tuchman and Mr. Witteveen
may be entitled to receive discretionary additional bonuses based on the
performance of the Company as determined by the Company's Compensation
Committee. Each employment agreement (i) includes a non-competition provision;
(ii) provides that, in the event of the employee's death, the employee's base
salary will continue to be paid to his beneficiary for two additional years and,
in the event of termination of the employee without cause, the employee will
continue to receive his base salary for the entire remaining term then in effect
under the employment agreement; and (iii) provides for reimbursement to the
employee, for both the employee and his spouse, of all health related costs and
expenses that are not advanced or reimbursed to the employee pursuant to Company
medical and dental insurance plans, which additional reimbursement continues for
a period of five years after expiration of the employment agreement.
-8-
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee, in conjunction with the full Board, plays a
significant role in establishing corporate goals and strategies and reviewing
progress and performance. The Compensation Committee's objectives are to attract
and retain experienced and highly competent executives and, further, to both
provide incentive and to recognize the individual's contributions toward
accomplishing corporate objectives including increasing shareholder value. The
elements of total executive compensation reflect the objectives of the
Compensation Committee. The base salaries of the Chairman/Chief Executive
Officer and the President/Chief Financial Officer are supplemented by bonuses
which are calculated on the basis of the increase in the Company's net income
from that of the preceding year. In addition, performance driven discretionary
bonuses are awarded to the Chairman/Chief Executive Officer and the
President/Chief Financial Officer and other executive officers based on the
Committee's evaluation of the individual's actual participation and contribution
to achieving Company goals and objectives.
For purposes of evaluating current executive compensation programs, the
Company engaged the services of an independent consulting firm, MK Partners &
Co., Inc., to both review existing executive compensation and to recommend a
forward-going plan. MK Partners & Co., Inc. examined the performance and
compensation practices of 13 specialty finance/leasing companies deemed to be
comparable and 5 transportation firms. Based on their study, MK Partners has
advised the Compensation Committee that the Company's executive compensation
programs and policies are appropriate and competitive with those of comparable
companies.
Base Salary
The base salaries of Messrs. Tuchman and Witteveen are established
under employment agreements (see "Employment Contracts"). In accordance with the
terms of the Employment Agreements, each of the named executive officers' base
salary reflects a 5% increase above the annual base salary for the preceding
year. In reviewing the Company's performance against its business objectives for
1997 noting specifically the significant increase in fleet size while
maintaining utilization in excess of 95%, the Committee believes that the "hands
on" involvement in all phases of the Company's operations contributes
significantly to realizing Company objectives and recommended that the base
salary of Messrs. Tuchman and Witteveen continue to be paid at the levels
established under the terms of the Employment Agreements.
Bonuses
To reward performance, bonuses are paid to the Chairman and Chief
Executive Officer and other executive officers. The cash bonus awards are
directly tied to the performance of the Company and the contribution of the
individual in achieving the Company's performance objectives. In determining the
amount of the cash bonus to be awarded, the Compensation Committee considers the
increase between the Company's net income for the preceding fiscal year and the
Company's net income for the current fiscal year and the efforts of the
individual which contributed to the increase. In the case of Messrs. Tuchman and
Witteveen, the Employment Agreements provide that the annual bonus may not be
less than two percent of the increase in the Company's net income. Through the
use of an actual formula to which bonuses are directly tied to increased net
income, the Compensation Committee furthers the Company's overall objective of
enhancing profitability and increasing shareholder value. Following each fiscal
year, the Committee establishes a bonus pool, the amount of which is based upon
a subjective assessment of overall Company and individual performance and the
extent to which the Company achieved its overall financial goals, growth and
return on equity. The Committee believes that the "at risk" feature of
discretionary bonuses and bonuses directly tied to percentage increase of
Company net income best serves the interests of the Company and its
shareholders. Mr. Tuchman withdrew from discussions regarding his award.
-9-
<PAGE>
Stock Options
Stock Options awarded by the Stock Option Committee are considered by
the Compensation Committee in evaluating total compensation and assuring that
executive rewards are linked with long term stockholder value.
Tax Deductibility of Compensation
As part of the Omnibus Budget Reconciliation Act of 1993 (the "Act"),
certain provisions regarding executive compensation for officers of public
companies were added to the Internal Revenue Code. Under the Act, the Internal
Revenue Service has issued proposed regulations setting forth exclusions from
the Act's general disallowance of ordinary business expense deduction for
compensation in excess of $1 million paid to a company's chief executive officer
and each of the next four most highly compensated executive officers. The
Compensation Committee has decided that at this time no measures will be
undertaken to alter the compensation plans, but will continue to review the
issue and evaluate whether compensation plans should be altered in the future to
satisfy the deductibility requirements.
Respectfully submitted,
John M. Bucher
Peter D. Halstead
Martin Tuchman
Joseph J. Whalen
-10-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's common stock as of April 15, 1998 by
certain beneficial owners, each of the Company's directors, certain executive
officers and all executive officers and directors as a group.
<TABLE>
<CAPTION>
Exercisable
Number of Within Percentage
Name of Beneficial Owner Shares(1) 60 Days of Class
------------------------ --------- ------- --------
<S> <C> <C> <C>
Officers and Directors:
Martin Tuchman (2)(3) ................. 9,177,346 2,280,000 30.8%
Raoul J. Witteveen (2)(4) ............. 4,544,214 1,140,000 15.9%
Warren L. Serenbetz (2)(5)(6) ......... 1,703,243 668,438 6.0%
Arthur L. Burns (7) .................. 300,519 96,563 1.1%
John M. Bucher ........................ 60,000 60,000 *
Peter D. Halstead ..................... 61,500 60,000 *
Joseph J. Whalen ...................... 32,500 32,500 *
Sheldon Landy ......................... 0 0 *
Ernst Baenziger ....................... 25,000 0 *
Richard W. Gross ...................... 17,500 7,500 *
Executive officers and directors as a
group (ten persons) ................... 15,921,822 4,345,001 49.9%
Other Stockholders:
Hickory Enterprises, L.P. (8) ......... 4,654,489 0 16.9%
165 Signal Hill North
Wilton, Connecticut 06897-1933
Warren L. Serenbetz Jr. (9)(10) ....... 283,646 0 1.03%
c/o American National Can Co.
101 Merritt 7, 3rd Floor
Norwalk, CT 06856
Paul H. Serenbetz (9)(10) ............. 283,646 0 1.03%
c/o The Morgan School
Route 81
Clinton, CT 06413
Stuart W. Serenbetz (9)(10) ........... 283,646 0 1.03%
c/o Turner Development Corp.
375 Hudson Street, 6th Floor
New York, NY 10014
Clay R. Serenbetz (9)(10) ............. 283,646 0 1.03%
c/o Radcliff Group, Inc.
695 West Street
Harrison, NY 10528
The Chartres Limited Partnership (11) . 90,000 0 *
c/o Interpool, Inc.
633 Third Avenue
New York, NY 10017
* Less than 1%
</TABLE>
(1) Includes shares subject to options which are exercisable within 60 days as
follows: Martin Tuchman: 2,280,000; Raoul J. Witteveen: 1,140,000; Warren
L. Serenbetz: 668,438; Arthur L. Burns: 96,563; Richard W. Gross: 7,500;
John M. Bucher: 60,000; Peter D. Halstead: 60,000; and Joseph J. Whalen:
32,500; all executive officers and directors as a group: 4,345,001. In the
event that all said options were exercised, the total outstanding number of
the shares of the Company's common stock would be 31,896,729.
(2) The business address of each of these individuals is 211 College Road East,
Princeton, New Jersey 08540.
(3) Includes 4,749 shares of which Mr. Tuchman's mother is the record owner;
3,037 shares held jointly by Mr. Tuchman's wife and Mr. Tuchman's
mother-in-law; 8,668 shares held by a pension plan f/b/o Mr. Tuchman;
50,119 shares held by a revocable grantor trust of which Mr. Tuchman is the
grantor and trustee and Mr. Tuchman's brother is the beneficiary; 10,948
shares representing Mr. Tuchman's 99% interest in shares held by Martom
Associates; and 143,497 shares representing Mr. Tuchman's 28.57% interest
in shares held by The Ivy Group, a New Jersey partnership.
-11-
<PAGE>
(4) Includes 1,500 shares of which Mr. Witteveen's wife is the record owner and
71,774 shares representing Mr. Witteveen's 14.29% interest in shares held
by The Ivy Group, a New Jersey partnership.
(5) Includes 143,497 shares representing Mr. Serenbetz's 28.57% interest in
shares held by The Ivy Group, a New Jersey partnership
(6) The Serenbetz Trust, of which Warren L. Serenbetz and Thelma R. Serenbetz,
Mr. Serenbetz's wife, serve as co-trustees, is the record owner of these
shares of the Company's common stock. The beneficiaries of the Serenbetz
Trust are members of the immediate family of Warren L. Serenbetz.
(7) Includes 111 shares representing Mr. Burns' 1% interest in shares held by
Martom Associates.
(8) On November 30, 1994, Hickory Enterprises, L.P., a Delaware limited
partnership ("Hickory") was formed. Warren L. Serenbetz contributed
2,238,911 shares of the Company's common stock in exchange for a 44%
interest as a limited partner in Hickory. One half of that interest was
assigned to the Warren L. Serenbetz Retained Annuity Trust, Warren L.
Serenbetz, Jr., Trustee. Each of Warren L. Serenbetz, Jr., Stuart W.
Serenbetz, Paul H. Serenbetz and Clay R. Serenbetz contributed 641,250
shares of the Company's common stock in exchange for a 12.6% interest as a
limited partner and 71,250 shares for a 1.4% interest as a general partner
in Hickory. Each of the four general partners in Hickory have one vote in
matters before Hickory. Limited partners do not have any voting rights or
rights to participate in the management or operations of Hickory.
(9) Each of Warren L. Serenbetz, Jr., Paul H. Serenbetz, Stuart W. Serenbetz
and Clay R. Serenbetz is a son of Warren L. Serenbetz. None of Mr.
Serenbetz's sons are minors.
(10) Does not include Mr. Serenbetz's interest in shares held by Hickory
described in footnote (8) above.
(11) On February 1, 1995, Arthur L. Burns entered into an Agreement of Limited
Partnership pursuant to which Mr. Burns contributed 90,000 shares of
restricted common stock to The Chartres Limited Partnership ("Chartres"),
in exchange for a 98% limited partnership interest in Chartres. Each of
Meredith K. Burns and Kristin M. Burns, daughters of Arthur L. Burns, are
the other limited partners and the general partners of Chartres. Limited
partners do not have any voting rights or rights to participate in the
management or operation of Chartres.
Stockholders' Agreement
Martin Tuchman, Raoul J. Witteveen, Arthur L. Burns, Hickory Enterprises
L.P., Warren L. Serenbetz Revocable Trust, Warren L. Serenbetz, Jr., Stuart W.
Serenbetz, Paul H. Serenbetz, Clay R. Serenbetz and Chartres Limited
Partnership, who collectively own directly or indirectly 62.9% of the Company's
common stock, are parties to an Amended and Restated Stockholders' Agreement
dated May 3, 1994 pursuant to which they have agreed not to sell or transfer any
shares of Common Stock beneficially owned by them to any person other than the
Company or the other parties to the Stockholders' Agreement without the consent
of the other parties to the Stockholders' Agreement, unless (i) such shares are
first offered to the Company for purchase at a per share price equal to the
price offered by any third party making a bona fide offer to buy such shares for
cash, cash equivalents or marketable securities (or if no such bona fide offer
has been received, at a price equal to the average closing price of a share of
Common Stock on the New York Stock Exchange over a period of 20 trading days),
and the Company does not elect to purchase such shares, and (ii) such shares are
then offered to the other parties to the Stockholders' Agreement for purchase by
them at the same per share price described in clause (i) and the other
stockholders do not elect to purchase such shares. Notwithstanding the
foregoing, the parties to the Stockholders' Agreement may transfer shares of
Common Stock to one or more of certain members of their immediate families (or
trusts for the benefit of such family members) so long as each transferee agrees
to be bound by the terms of the Stockholders' Agreement. The Stockholders'
Agreement further provides that if the Company (which is not a party to the
Stockholders' Agreement) elects to purchase any shares offered to it by a party
to the Stockholders' Agreement and the shares offered represent greater than 10%
of the shares of the Company held by the offeror, the Company shall have the
right to pay the purchase price of such shares by delivery of a promissory note,
payable in equal monthly installments (with interest at the prime rate) over the
-12-
<PAGE>
following year. Pursuant to the Stockholders' Agreement, each of the parties
thereto has agreed to vote for the re-election of Messrs. Tuchman, Serenbetz,
Witteveen and Burns as directors of the Company. The Stockholders' Agreement
continues in effect until 2003. Shared voting power with the other parties to
the Stockholders' Agreement is acknowledged but the existence of a group or
beneficial ownership of shares owned by other parties to the Stockholders'
Agreement is disclaimed.
Beneficial Ownership Reports
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors to file certain reports of ownership
and reports of changes of ownership of the Company's equity securities with the
Securities and Exchange Commission. Executive officers and directors are
required to furnish the Company with copies of all Section 16(a) forms that they
file. Based upon a review of these filings and written representations from
certain of the Company's directors and executive officers, the Company notes
that all changes in beneficial ownership were reported on Form 4 as required.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's senior executive officers have interests in other
entities that have entered into financing, leasing and other transactions with
the Company (including its subsidiaries). The Ivy Group, a New Jersey
partnership composed of Mr. Tuchman, Radcliff Group, Mr. Witteveen, Thomas P.
Birnie and Graham K. Owen, has invested in chassis which it has leased to Trac
Lease. As of December 31, 1997, pursuant to equipment lease agreements, Trac
Lease leases 7,411 chassis from The Ivy Group for aggregate annual lease
payments of approximately $3.9 million. Such leases either renew automatically
unless canceled by either party prior to the first day of the renewal period or
expire in 2000. Radcliff Group and Martin Tuchman share equally in the net
income of The Ivy Group derived from 1,184 chassis owned either directly or
indirectly by Radcliff Group and Mr. Tuchman (the "Contributed Chassis"). In
addition, each of Radcliff Group and Mr. Tuchman receives 28.5% of the net
income of The Ivy Group, other than that derived from the Contributed Chassis.
Mr. Witteveen receives 14.3% of the net income of The Ivy Group, other than that
derived from the Contributed Chassis. In 1997, 29% of the aggregate income of
The Ivy Group was derived from the Contributed Chassis and 71% was derived from
other activities.
In August 1990, The Ivy Group pledged approximately 1,400 of the
aforementioned chassis to a financial institution in order to secure a loan in
the amount of $6.5 million, of which approximately $4.4 million was outstanding
as of December 31, 1997. Approximately $2.5 million of the loan was used by The
Ivy Group to purchase 50% of the preferred stock of Trac Lease, with the
remainder used to purchase equipment. In the event of a default by The Ivy Group
under such loan, Trac Lease has agreed to purchase such chassis from the lender
at a price equal to the principal balance of the loan then outstanding. The
terms of all agreements between The Ivy Group and Trac Lease, including rental
rates, are fixed and, in the opinion of the Company's management, are comparable
to terms that the Company would have obtained in arms' length transactions with
unrelated third parties. The Company has been advised by the principals of The
Ivy Group that the personal tax consequences to such principals would make it
inadvisable to terminate the transactions entered into with the Company. The Ivy
Group has entered into an agreement with the Company pursuant to which it has
agreed not to engage in any business activities, except extensions or renewals
of the existing lease agreements described above, that are competitive with the
Company's business activities without the prior written consent of the Company.
-13-
<PAGE>
On December 30, 1986, Princeton Intermodal Equipment Trust I, a New
Jersey trust ("Princeton Intermodal"), as lessor, and Trac Lease, as lessee,
entered into a lease agreement pursuant to which Trac Lease leased 618 chassis
from Princeton Intermodal at a fixed rate of $2.00 per day for an 11 year term.
The Ivy Group served as guarantor of all rental payments due from Trac Lease to
Princeton Intermodal under the lease agreement. Martin Tuchman and Warren L.
Serenbetz, directly and indirectly, were among the beneficiaries of Princeton
Intermodal, of which an unaffiliated party served as the trustee. The Ivy Group,
Mr. Tuchman and Warren L. Serenbetz held 3.2%, 32.1% and 12.9% interests,
respectively, in Princeton Intermodal. The terms of the lease agreement between
Princeton Intermodal and Trac Lease, in the opinion of the Company's management,
were comparable to terms that Trac Lease would have obtained in an arms' length
transaction with an unrelated third party. The lease term expired on December
31, 1997, at which time The Ivy Group acquired additional interests in Princeton
Intermodal previously held by non-affiliated parties resulting in a 22.6%
interest in Princeton Intermodal, and Princeton Intermodal was terminated. As of
January 1, 1998, The Ivy Group, as lessor, entered into a new lease agreement
for this equipment at a fixed rate of $2.00 per day under a lease agreement
which automatically renews annually unless cancelled by either party. In the
opinion of the Company's management, the terms of the lease agreement between
The Ivy Group and Trac Lease are comparable to terms that Trac Lease would have
obtained in an arms'-length transaction with an unrelated third party.
On August 10, 1992, The Ivy Group borrowed $7.1 million from the Company
evidenced by a promissory note due in July 1997 (the "Ivy Loan"). In connection
with this promissory note, The Ivy Group executed a Chattel Mortgage, Security
Agreement and Assignment under which the Company, as secured party, was granted
a security interest in 4,364 chassis owned by The Ivy Group and was granted an
assignment of all rights to receive rental payments and proceeds related to the
lease and sublease of such chassis (the "Ivy Collateral"). The interest rate on
the promissory note was 11%. Monthly payments totaling 65% of the principal and
interest due on the promissory note were scheduled over a 60-month period, with
the 35% balance of principal and interest to be paid with the final monthly
payment. The Company then pledged the Ivy Collateral to secure an $8 million
loan to the Company with similar repayment terms at a fixed interest rate of
7.5% (the "Bank Loan"). On November 12, 1993, the Company increased its
outstanding balance under the Bank Loan to approximately $12 million by
borrowing an additional $4.8 million at a floating interest rate of LIBOR plus
1.25%. In consideration of The Ivy Group's consent to the Company's use of the
Ivy Collateral to secure the additional borrowing, the interest rate on the Ivy
Loan was reduced to match the Company's borrowing rate of 7.1% under the fixed
rate portion of the Bank Loan.
On March 25, 1996, The Ivy Group borrowed an additional $7 million from
the Company by increasing its outstanding balance under the Ivy Loan from $6.4
million to $13.4 million, reflecting the current estimated loan value of the Ivy
Collateral. Under the terms of the amended Ivy Loan, the entire new balance will
bear interest at LIBOR plus 1.75% repayable over a five year term on an interest
only basis, subject to maintenance of fixed loan-to-collateral value ratios. The
Company was also granted the right to continue to utilize the Ivy Collateral to
secure additional Company financings.
On August 15, 1992, Eurochassis L.P., a New Jersey limited partnership
in which Raoul J. Witteveen is one of the limited partners and the general
partner, entered into a master equipment lease agreement, as lessor, with Trac
Lease, as lessee, pursuant to which Eurochassis L.P. leases 100 chassis to Trac
Lease for an annual lease payment of $91,250. The annual lease term renews
automatically unless canceled by either party prior to the first day of the
renewal period. The terms of such master equipment lease agreement, in the
opinion of the Company's management, are comparable to terms that Trac Lease
would have obtained in an arms' length transaction with an unrelated third
party.
-14-
<PAGE>
The Company entered into a Consultation Services Agreement with
Radcliff Group, Inc. ("Radcliff") dated as of January 1, 1992, as amended and
restated in February 1993 pursuant to which Radcliff appointed Warren L.
Serenbetz, a stockholder and director of the Company, as Executive Consultant.
The Consultation Services Agreement was terminated as of January 1, 1995. In
accordance with the terms of the Consultation Services Agreement, Radcliff is
entitled to receive its full annual consultation services fee in the amount of
$491,990 through December 31, 2002 and reimbursement to both the designated
Executive Consultant and his spouse, of all health related costs and expenses
that are not advanced or reimbursed to the Executive Consultant pursuant to
Company medical and dental insurance plans.
As of February 28, 1998, the Company entered into a Consulting
Agreement with Atlas Capital Partners, L.L.C. ("Atlas"), pursuant to which
director nominee Mitchell I. Gordon, President of Atlas, will provide investment
banking consulting services to the Company for a term of two years. Under the
terms of the Consulting Agreement, Atlas will be paid a monthly fee of $20,000
plus reimbursement of the reasonable expenses of Atlas. In addition, Atlas will
receive an annual incentive fee in such amount as is usual and customary in the
investment banking business for investment opportunities actually completed by
the Company subject to a minimum fee in the amount of $560,000. In connection
with investment opportunities presented by Atlas, the parties have agreed that
Atlas will receive a twenty percent carried interest in investments made with
funds provided by the Company, upon terms and conditions to be agreed upon by
the parties. The Consulting Agreement is not exclusive on the part of either the
Company or Atlas.
The Company leases approximately 19,000 square feet of commercial space
for its executive offices in Princeton, New Jersey from 211 College Road
Associates, a New Jersey general partnership. Martin Tuchman holds a direct or
indirect equity interest of 28.85% and Radcliff Group holds a direct or indirect
equity interest of 28.15% in 211 College Road Associates. The annual rental for
this property is approximately $338,000, plus additional amounts for utilities,
real estate taxes and operating and maintenance costs, under a lease expiring in
2001, subject to renewal. In the opinion of the Company's management, rent being
paid under this lease does not exceed rent that the Company would have paid in
an arms' length transaction with an unrelated third party.
STOCK PERFORMANCE GRAPH
The graph below compares cumulative stockholder returns for the Company
for the preceding fiscal year with the Standard & Poor's 500 Stock Index and the
Dow Jones Transportation Index. The graph assumes the investment of $100 at the
commencement of the measurement periods and that all dividends were reinvested.
-15-
<PAGE>
COMPARISON OF 56 MONTH CUMULATIVE TOTAL RETURN*
AMONG INTERPOOL, INC., THE S & P 500 INDEX
AND THE DOW JONES TRANSPORTATION INDEX
300 __________________________________________________________________________
__
250 __________________________________________________________________________
* 244
D __
# 221
O 200 __________________________________________________________________________
183
L __ *
149 153
L 150 ___________________________________________*______________&#______________
128 130 149 & 147
A __ & 108 #
*# * &
R 100 ____&*#_______111__________&#_____________116_____________________________
107 95
S __ 94
50 __________________________________________________________________________
__
0 _____|_________|____________|______________|______________|___________|___
5/04/93 12/93 12/94 12/95 12/96 12/97
----------------------------------------------------------------
INTERPOOL, INC. S&P 500 DOW JONES TRANSPORTATION
__&__ --*-- ...#...
----------------------------------------------------------------
* $100 INVESTED ON 5/04/93 IN STOCK OR INDEX
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
16
<PAGE>
ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen LLP as the
Company's independent accountants for the fiscal year ending December 31, 1998
("Fiscal 1998"). Arthur Andersen LLP has served as the Company's independent
accountants since 1988. Services provided to the Company and its subsidiaries by
Arthur Andersen LLP with respect to the fiscal year ended December 31, 1997
included the audit of the Company's consolidated financial statements, limited
reviews of quarterly reports, services related to filings with the Securities
and Exchange Commission and consultations on various tax and information
services matters. A representatives of Arthur Andersen LLP will be present at
the Annual Meeting to respond to appropriate questions and to make such
statements as they may desire.
Ratification of the appointment of Arthur Andersen LLP as the Company's
independent accountants for Fiscal 1998 will require the affirmative vote of a
majority of the shares of common stock represented in person or by proxy and
entitled to vote at the Annual Meeting.
The Board of Directors recommends that stockholders vote "FOR"
ratification of the appointment of Arthur Andersen LLP as the Company's
independent accountants for Fiscal 1998.
OTHER MATTERS
As of the date of this proxy statement, the Company knows of no
business that will be presented for consideration at the Annual Meeting other
than the items referred to above. Proxies in the enclosed form will be voted in
respect of any other business that is properly brought before the Annual Meeting
in accordance with the judgment of the person or persons voting the proxies.
STOCKHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING
Any proposal of a stockholder intended to be presented at the Company's
1999 Annual Meeting of Stockholders must be received by the Secretary of the
Company by February 25, 1999, for inclusion in the Company's proxy, notice of
meeting and proxy statement relating to the 1999 Annual Meeting.
FINANCIAL REPORTS
Stockholders who wish to receive the Company's Quarterly Reports on
Form 10-Q and to be included on the Company's mailing list may call the Company
at (609) 452-8900 (between 9 a.m. and 5 p.m. Eastern Time) or write to the
Company at 211 College Road East, Princeton, New Jersey 08540 Attention:
Investor Relations.
17
<PAGE>
OTHER INFORMATION
Stockholders are invited to visit the Company's internet website at
http://www.interpool.com for real-time information throughout the year, links to
Edgar filings and a discussion board for ongoing conversations about the
Company.
By Order of the Board of Directors
/s/ Martin Tuchman
-------------------------------------
Martin Tuchman
Chairman/Chief Executive Officer
18
