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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
INTERPOOL
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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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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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:
(A)
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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:
___________________________________________________________________________
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LOGO
INTERPOOL, INC.
211 College Road East
Princeton, New Jersey 08540
Telephone: (609) 452-8900
Internet Address: http://www.interpool.com
Listed: New York Stock Exchange Symbol: IPX
March 30, 2000
Dear Stockholders:
It is our pleasure to invite you to our seventh annual meeting of stockholders.
The meeting will be held on Wednesday, May 24, 2000 at 10:00 a.m. at the Union
League Club, 38 East 37th Street, New York, New York 10016. Please note that
business attire is required by the Union League Club.
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,
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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 24, 2000
Princeton, New Jersey
March 30, 2000
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 24, 2000, at 10:00 a.m.,
Eastern Daylight Time, for the following purposes:
(1) to elect two (2) directors to serve as Class I 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 2000 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 March
28, 2000 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
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Martin Tuchman
Chairman/Chief Executive Officer
<PAGE>
INTERPOOL, INC.
211 College Road East
Princeton, New Jersey 08540
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PROXY STATEMENT
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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 24, 2000 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 1999 are being mailed to each stockholder at such holder's
address of record on or about March 30, 2000.
GENERAL
Only stockholders of record at the close of business on March 28, 2000
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, 2000 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 March 28,
2000 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 March
15, 2000, 27,421,452 shares of common stock were outstanding.
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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.
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................................... 59 Chairman of the Board of Directors and
Chief Executive Officer
Raoul J. Witteveen............................... 44 President, Chief Operating Officer, Chief Financial Officer
and Director
Arthur L. Burns.................................. 55 General Counsel, Secretary and Director
Mitchell I. Gordon............................... 42 Director
Peter D. Halstead................................ 58 Director
Clifton H.W. Maloney............................. 62 Director
Warren L. Serenbetz.............................. 76 Director
Joseph J. Whalen................................. 68 Director
Ernst Baenziger.................................. 63 Senior Vice President and Director of Interpool Limited
William Geoghan ................................. 49 Senior Vice President of Finance
</TABLE>
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 I expires at the 2000 Annual
Meeting. The Board of Directors proposes that the nominees described below be
elected Class I 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 any or all 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 2003 Annual
Meeting and until their successors are duly elected and qualified.
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CLASS I - DIRECTORS STANDING FOR ELECTION
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.
DIRECTORS CONTINUING IN OFFICE
CLASS II- Term Expires at the 2001 Annual Meeting
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. 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.
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MITCHELL I. GORDON
Mitchell I. Gordon, a director of the Company since 1998, has been
President of Atlas Capital Partners, a private equity investment fund, since
February 1998. Prior thereto, he was a 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 holds a bachelor of science/bachelor of
arts degree from Washington University and a masters degree in business
administration from Harvard Business School.
CLASS III - Term Expires at the 2002 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 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. In 1997, Mr. Tuchman was appointed to serve
on the Board of Directors of Almedica International, Inc., a clinical trial
materials company which provides services to the pharmaceutical industry. Mr.
Tuchman is a member of the board of The Parkinson's Alliance. 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.
ARTHUR L. BURNS
Arthur L. Burns has been General Counsel, Secretary and a director of
the Company since January 1990 and Secretary of Interpool Limited since 1986.
Mr. Burns was Senior Vice President of Law and Administration of Interpool
Limited from 1980 until June 1996. 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.
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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.
CLIFTON H. W. MALONEY
Clifton H. W. Maloney has been president of C.H.W. Maloney & Co.,
Incorporated, a private investment firm, since 1981. Prior thereto, he was a
Vice President in investment banking at Goldman, Sachs & Co. from 1974-1981. Mr.
Maloney is a Director of Chromium Industries, Inc., Liberty-Pittsburgh Systems
Inc., The Wall Street Fund and serves as a Trustee of the HSBC Funds Trust and
the HSBC Mutual Funds Trust. Mr. Maloney holds a bachelor's degree in
Engineering from Princeton University and a master's degree in business
administration from Harvard Business School.
NON-DIRECTOR EXECUTIVE OFFICERS
WILLIAM A. GEOGHAN
William Geoghan has served as Senior Vice President of the Company and
of Interpool Limited and Trac Lease, Inc. since May 1, 1998. Previously, Mr.
Geoghan served as Controller of the Company from April 1992 and Vice President
and Controller of Interpool Limited from 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.
SHELDON LANDY
Sheldon Landy, Vice President of the Company since 1993, has been
President of the Company's Railpool division since 1979. Mr. Landy holds a
bachelor's degree in liberal arts from the University of Chicago and a master's
degree in business administration from Northwestern University.
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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 1999 Compensation Committee was composed of
Messrs. Halstead, Serenbetz, Tuchman and Whalen. The Committee's functions are
to review the Company's general compensation strategy, establish salaries,
review benefit programs and approve certain employment contracts. The
Compensation Committee met two times in fiscal 1999.
Compensation Committee Interlocks and Insider Participation
During fiscal year 1999, 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 1999 Audit Committee was comprised of independent
directors Messrs. 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 twice in 1999. In compliance with the Securities and Exchange Commission's
approval of the New York Stock Exchange's amended audit committee requirements,
the Company has adopted a formal audit committee charter and appointed Clifton
H. W. Maloney to serve as a third independent director on the audit committee.
Stock Option Committee. The 1999 Stock Option Committee was composed of
Messrs. Tuchman 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.
To date, options to purchase 4,408,501 shares under the 1993 Stock
Option Plan for Executive Officers and Directors have been granted, 22,500 of
which have expired due to failure to exercise and 36,000 of which have been
exercised. 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 and 15,000 of which have been
exercised. No other options 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
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four most highly compensated executive officers who earned over $100,000 in 1999
for services rendered in all capacities during the years ended December 31,
1999, 1998 and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
Long Term
Other Compensation
Name and Principal Position Year Salary Bonus Compensation # of Stock
--------------------------- ---- ------ ----- ------------ ----------
(1) (2) Options
<S> <C> <C> <C> <C> <C>
Martin Tuchman 1999 738,727 1,095,100 27,091 0
Chairman of the Board of Directors 1998 703,550 1,104,170 33,877 2,280,000(3)
Chief Executive Officer and Director 1997 670,047 470,000 22,803 855,000(4)
Raoul J. Witteveen 1999 520,627 1,095,100 7,717 0
President, Chief Financial Officer 1998 495,835 1,002,660 25,191 1,140,000(3)
Chief Operating Officer and Director 1997 472,224 330,000 18,000 427,500(4)
Ernst Baenziger 1999 198,033 15,000 1,294,820(2) 0
Sr. Vice President, Interpool 1998 198,652 0 780,000(2) 0
Limited 1997 180,446 0 743,663(2) 0
Sheldon Landy 1999 162,500 40,000 0 0
Vice President; President of 1998 160,000 50,000 0 0
The Railpool Division 1997 160,000 40,000 0 0
William A. Geoghan 1999 95,000 60,000 0 0
Senior Vice President 1998 90,000 70,000 0 7,500(3)
1997 90,000 50,000 0 7,500(4)
</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) These options represent options originally granted prior to fiscal year
1998 but which were repriced during 1998.
(4) Included in 1998 Stock Options as a result of cancellation in connection
with the 1998 stock option repricing.
Option Grants During 1999
No options were granted during fiscal 1999.
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. For year
2000 the directors' fees were increased to $10,000 annual fee and $1,000 plus
expenses per meeting.
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The Board of Directors met four times during fiscal year 1999. 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 1999.
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 Peter D. Halstead upon his appointment to the Board of Directors in June
1994, to Mr. Whalen upon his appointment in April, 1996 and to Mr. Maloney upon
his appointment in February, 2000. 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. On September 16, 1998, pursuant to an option repricing program,
15,000 options held by each of Messrs. Halstead and Whalen were cancelled and
replaced with newly issued options with an exercise price equal to the closing
market price on September 16, 1998, the grant date, which vest six months from
the grant date and expire ten years from the grant date. All other terms and
conditions of the newly issued options are the same as those of the cancelled
options.
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, 2006, 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 $775,664.00
and Mr. Witteveen is currently paid an annual base salary of $546,658.00. The
base salary under each employment agreement increases by a minimum of 5% each
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<PAGE>
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 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.
REPORT OF THE COMPENSATION COMMITTEE
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
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 and shareholder goals and objectives. In reviewing the
Company's performance against its business objectives for 1999 noting
specifically the successful completion of a $250 million securitization, the
increase in fleet size while maintaining container utilization in excess of 98%
and chassis utilization over 90%, and the increase of stockholders' equity to
over $300 million, 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. In addition, a bonus for each in the amount of $1.095
million was paid in 1999. Mr. Tuchman withdrew from discussions regarding his
award.
During 1999, the Company retained the services of an independent
consulting firm, MK Partners & Co., ("MK Partners"), to review the Company's
executive compensation practices and to provide industry comparable data. In so
doing, the Compensation Committee was provided with a quantifiable evaluation
for their consideration in establishing total compensation packages for the
Company's executives. MK Partners examined both finance/leasing companies and
transportation firms, including the Company's direct competitors, and prepared a
comparative analysis of financial performance and compensation practices. MK
Partners also assisted the Compensation Committee in examining 200 publicly
traded small to medium market capitalization companies by various criteria.
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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 determining the amount of the future cash bonus to be awarded, the
Compensation Committee determined that a "high water mark" will be established
each year a bonus distribution is made. In 1999, in consultation with MK
Partners, the Compensation Committee adopted a formal plan effective January 1,
2000 with three measures of bonus performance: 1) increase in stock price; 2)
increase in net income; and 3) investment rating of the company. Based upon the
plan as adopted, in order for a bonus to be paid in the year 2000 the average
stock price must exceed $14.53. A bonus of 1.5% of any excess will be
distributed to each of Martin Tuchman and Raoul J. Witteveen. If net income
exceeds $37,614,000, Martin Tuchman and Raoul J. Witteveen will each receive a
bonus of 10% of the excess over $37,614,000. Finally, an additional cash bonus
of $100,000 to each of Martin Tuchman and Raoul J. Witteveen if an Investment
Grade rating of Interpool is maintained by either major rating agency, Moody or
Standard & Poors.
On an ongoing basis, once a bonus is paid based upon a stock price or net
income, such payments establish new stock price levels and income levels that
must be exceeded in future years in order for a bonus to be paid. In the event
of a stock split the average stock price for bonus purposes will be adjusted.
Stock Options
No stock options were granted in fiscal 1999.
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,
Peter D. Halstead
Warren L. Serenbetz
Martin Tuchman
Joseph J. Whalen
-10-
<PAGE>
REPORT OF THE AUDIT COMMITTEE
The Audit Committee's functions are to review the Company's
systems of internal control, financial reporting and compliance with GAAP. On
December 14, 1999, the Securities and Exchange Commission approved the New York
Stock Exchange's amended audit committee requirements pursuant to which the
audit committee must consist of at least three independent directors operating
under a formally adopted written charter. In compliance therewith, the Company
appointed a third independent director to serve on the Audit Committee and
adopted and approved the following Audit Committee Charter:
AUDIT COMMITTEE CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibility by reviewing: the financial
information provided by the Corporation to any government body or the public;
the Corporation's systems of internal controls regarding finance, accounting,
legal compliance and ethics that management and the Board have established; and
the Corporation's auditing, accounting and financial reporting processes
generally. Consistent with this function, the Audit Committee should encourage
continuous improvement of, and should foster adherence to, the Corporation's
policies, procedures and practices at all levels. The Audit Committee's primary
duties and responsibilities are to:
o Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control system,
o Review and appraise the audit efforts of the Corporation's independent
accountants.
o Provide an open avenue of communication among the independent
accountants, financial and senior management and the board of
Directors.
The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors,
and free from any relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgement as a
member of the Committee. All members of the Committee shall have a
working familiarity with basic finance and accounting practices, and at
least one member of the Committee shall have accounting or related
financial management expertise. Committee members may enhance their
familiarity with finance and accounting by participating in educational
programs conducted by the Corporation or an outside consultant.
The members of the Committee shall be elected by the Board at the
annual organizational meeting of the Board and shall serve until their
successors shall be duly elected and qualified. Unless a Chair is
elected by the full Board, the members of the Committee may designate a
Chair by majority vote of the full Committee membership.
-11-
<PAGE>
III. MEETINGS
The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee should meet at least annually with
management, and the independent accountants in separate executive
sessions to discuss any matters that the Committee or any of these
groups believe should by discussed privately. In addition, the
Committee should meet with the independent accountants and management
quarterly to review the Corporation's financials.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
Documents/Reports Review
- ------------------------
1. Review and update this Charter periodically, at least annually, as
conditions dictate.
2. Review the organization's annual financial statements and any reports
or other financial information submitted to any governmental body or
the public, including any certification, report, opinion, or review
rendered by the independent accountants.
3. Review with financial management and the independent accountants the
Form10Q filed with the SEC prior to its filling or prior to the release
of earnings.
Independent Accountants
- -----------------------
4. Review with management their selection of the independent accountants,
considering independence, effectiveness and make a recommendation to
the Board of Directors concerning the fees and other compensation to be
paid to the independent accountants. On an annual basis, the Committee
should review and discuss with the accountants all significant
relationships the accountants have with the Corporation to determine
the accountants' independence.
5. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.
6. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the organization's financial statements.
Financial Reporting Processes
- -----------------------------
7. In consultation with the independent accountants, review the integrity
of the organization's financial reporting processes, both internal and
external.
8. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied
in its financial reporting.
9. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practice as
suggested by the independent accountants or management.
-12-
<PAGE>
Process Improvement
- -------------------
10. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the independent accountants regarding
any significant judgments made in management's preparation of the
financial statements and the view of each as to appropriateness of such
judgments.
11. Following completion of the annual audit, review separately with
management and the independent accountants any significant difficulties
encountered during the course of the audit, including any restrictions
on the scope of work or access to required information.
12. Review any significant disagreement among management and the
independent accountants in connection with the preparation of the
financial statements.
13. Review with the independent accountants and management the extent to
which changes or improvements in financial or accounting practices, as
approved by the Audit Committee, have been implemented. (This review
should be conducted at an appropriate time subsequent to implementation
of changes or improvements, as decided by the Committee.)
Ethical and Legal Compliance
- ----------------------------
14. Establish, review and update periodically a Code of Ethical Conduct and
ensure that management has established a system to enforce this Code.
15. Review management's monitoring of the Corporation's compliance with the
organization's Ethical Code, and ensure that management has the proper
review system in place to ensure that Corporation's financial
statements, reports and other financial information disseminated to
governmental organizations and the public satisfy legal requirements.
16. Review, with the organization's counsel, legal compliance matters
including corporate securities trading policies.
17. Review, with the organization's counsel, any legal matter that could
have a significant impact on the organization's financial statements.
18. Perform any other activities consistent with this Charter, the
Corporation's Bylaws and governing law, as the Committee or the Board
deems necessary or appropriate.
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 March 20, 2000 by
certain beneficial owners, each of the Company's directors, certain executive
officers and all executive officers and directors as a group.
<TABLE>
<CAPTION>
Options
Exercisable
Number of Within Percentage
Name of Beneficial Owner Shares (1) 60 Days Of Class (1)
<S> <C> <C> <C>
Officers and Directors:
Martin Tuchman (2)(3) ............... 9,695,087 2,280,000 32.65%
Raoul J. Witteveen (2)(4) ........... 4,786,460 1,140,000 16.76%
Arthur L. Burns (7) ................ 300,519 96,563 1.09%
Mitchell I. Gordon .................. 10,000 0 *
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Peter D. Halstead ................... 62,500 60,000 *
Clifton Maloney ..................... 0 0 0*
Warren L. Serenbetz (2)(5)(6) ....... 1,733,362 668,438 6.17%
Joseph J. Whalen .................... 37,500 37,500 *
Ernst Baenziger ..................... 25,000 0 *
William A. Geoghan .................. 9,300 7,500 *
Sheldon Landy ....................... 0 0 *
Executive officers and directors as a
group (eleven persons) .............. 16,659,728 4,290,001 52.54%
Other Stockholders:
Hickory Enterprises, L.P. (8) ....... 5,088,911 0 18.56%
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
</TABLE>
*Less than 1%
(1) Includes shares subject to options which are exercisable within 60 days.
In the event that all said options were exercised, the total outstanding
number of the shares of the Company's common stock would be 31,711,453.
The percentage of class is calculated on the basis of an assumption that
only the named individual exercised all of his options. Does not include
the following options not exercisable within 60 days: Clifton H. W.
Maloney; 15,000 shares.
(2) The business address of Mr. Tuchman and Mr. Witteveen is 211 College Road
East, Princeton, New Jersey 08540 and the business address for Mr.
Serenbetz is 695 West Street, Harrison, New York 10528.
(3) Includes 4,749 shares of which Mr. Tuchman's mother is the record owner;
3,037 shares held by Mr. Tuchman's wife; 8,668 shares held by a pension
plan f/b/o Mr. Tuchman; 95,919 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 173,616 shares representing Mr.
Tuchman's 28.57% interest in shares held by The Ivy Group, a New Jersey
partnership.
(4) Includes 1,500 shares of which Mr. Witteveen's wife is the record owner
and 86,810 shares representing Mr. Witteveen's 14.29% interest in shares
held by The Ivy Group, a New Jersey partnership.
(5) Includes 173,616 shares representing Radcliff Group Inc.'s 28.57%
interest in shares held by The Ivy Group, a New Jersey partnership and
15,000 shares held by the Serenbetz Family Foundation.
(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.
-14-
<PAGE>
(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 67% 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 twenty 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
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.
-15-
<PAGE>
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 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 1999, all filing requirements
applicable to its officers and directors were complied with except that Messrs.
Peter Halstead and Mitchell Gordon failed to file a monthly report covering one
transaction each but each did report the transaction in a year-end report on
Form 5.
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 general
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, 1999, pursuant to equipment lease agreements, Trac
Lease leased 6,047 chassis from The Ivy Group for aggregate annual lease
payments of approximately $2.9 million. Such leases either renew automatically
unless canceled by either party prior to the first day of the renewal period or
expire in 2000. Additionally, Trac Lease leases 983 chassis with lease payments
due in 2000 of $252,000.00 and a lease buyout amount of $2.2 million. 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 1999, 31.033% of the aggregate income of The Ivy Group was derived
from the Contributed Chassis and 68.967% was derived from other activities. 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 existing lease agreements that are competitive with the business activities
of the Company or it's subsidiaries without the prior written consent of the
Company.
In 1992, The Ivy Group borrowed $7.1 million from the Company. In
connection therewith, The Ivy Group executed a Chattel Mortgage Security
Agreement and Assignment under which the Company 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 of such
chassis (the "Ivy Collateral"). In 1996, the $6.398 million balance of the 1992
borrowing was added to the new borrowing of $7.035 million for an aggregate loan
balance of $13.433 million. The aggregate loan balance bears 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.
-16-
<PAGE>
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.
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.
Mitchell I. Gordon, a director of the Company, provides investment
consulting services to the Company. In 1999 Mr. Gordon was paid $240,000 (plus
reimbursement of reasonable expenses) and a bonus of $560,000. In addition, Mr.
Gordon will receive an annual bonus in such amount as is usual and customary in
the investment banking business for investment opportunities actually completed
by the Company subject to set-off of the $560,000 bonus. In connection with
investment opportunities presented by Mr. Gordon, the Company has agreed to
permit participation in the form of a twenty percent share basis in any realized
profit in the event that the Company shall form or participate in an equity
capital fund. In the case of other investments, Mr. Gordon shall receive 4% of
the investment's appreciation amount above the Company's acquisition cost and
subject to the Company's 8% priority return per annum. Mr. Gordon does not have
exclusive rights to provide such services to the Company.
The Company leases approximately 26,000 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 42.65% and Radcliff Group holds a direct or indirect
equity interest of 41.95% in 211 College Road Associates. The annual base rental
for this property is approximately $465,000 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.
-17-
<PAGE>
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.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG INTERPOOL, INC., THE S & P 500 INDEX
AND THE DOW JONES TRANSPORTATION AVERAGE INDEX
400 -------------------------------------------------------------------------
350 --------------------------------------------------------------------#----
300 -------------------------------------------------------------------------
#
250 -------------------------------------------------------------------------
% %
# %
200 -------------------------------------------------------------------------
@
@#%
150 ------------------------------------------@------------------------------
#%
@
100 --@#%--------------------------------------------------------------------
@
50 -------------------------------------------------------------------------
0 -------------------------------------------------------------------------
12/94 12/95 12/96 12/97 12/98 12/99
Cumulative Total Return
----------------------------------------
12/94 12/95 12/96 12/97 12/98 12/99
INTERPOOL, INC. 100 121 160 154 176 79
S & P 500 100 138 169 226 290 351
DOW JONES TRANSPORTATION AVERAGE 100 139 159 236 230 220
- --------------------------------------------------------------------------------
@ -- INTERPOOL, INC. # -- S&P 500 % -- DOW JONES TRANSPORTATION AVERAGE
- --------------------------------------------------------------------------------
* $100 INVESTED ON 12/31/94 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
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, 2000 ("Fiscal
2000"). 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, 1999 included
the audit of the Company's consolidated financial statements, limited reviews of
quarterly reports, services related to filings with the Securities and Exchange
-18-
<PAGE>
Commission and consultations on various tax and information services matters. A
representative 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 2000 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 2000.
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 YEAR 2001 ANNUAL MEETING
Any proposal of a stockholder intended to be presented at the Company's
Year 2001 Annual Meeting of Stockholders must be received by the Secretary of
the Company by February 1, 2001, for inclusion in the Company's proxy, notice of
meeting and proxy statement relating to the Year 2001 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.
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
------------------------------------------
Martin Tuchman
Chairman/Chief Executive Office
-19-
