April 10, 1998
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 1998 Annual Meeting of Stockholders of
TRISM, INC., a Delaware corporation (the "Company"), will be held on
Tuesday, May 19, 1998 at 10:30 a.m. eastern daylight time at the offices of
Proskauer Rose LLP, 26th floor, conference rooms C and D, 1585 Broadway
(47th-48th Street), New York, NY 10036-8299 for the following purposes:
1 . To elect seven Directors to serve until the next Annual Meeting of
Stockholders or until their successors have been elected and qualified;
2. To ratify the selection of Coopers & Lybrand LLP as independent
accountants of the Company for the fiscal year ending December 31,
1998; and
2. To transact such other business as may properly come before the Meeting
and any adjournment thereof.
The Board of Directors has fixed the close of business on March 31, 1998, as
the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting and any adjournments.
By order of the Board of Directors
James M. Revie
Chairman and Chief Executive Officer
4174 Jiles Road
Kennesaw, GA 30144
All stockholders are cordially invited to attend the Meeting in person.
Whether or not you expect to attend the Meeting, please complete, date, sign
and return the enclosed proxy as promptly as possible in order to ensure your
representation at the Meeting. A prepaid envelope is enclosed for that
purpose. Even if you have voted by proxy, you may still vote in person if
you attend the Meeting. Please note, however, that if your shares are held
of record by a broker, bank or other nominee and you wish to attend and vote
at the Meeting, you must obtain from such broker, bank or other nominee, a
proxy issued in your name.
<PAGE>
TRISM, INC.
4174 JILES ROAD
KENNESAW, GA 30144
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS - MAY 19, 1998
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors of TRISM, INC.,
a Delaware corporation (the "Company"), for use at the 1998 Annual Meeting of
Stockholders to be held at the offices of Proskauer Rose LLP, 26th floor,
conference rooms C and D, 1585 Broadway, New York, NY 10036-8299, on May 19,
1998, at 10:30 a.m. eastern daylight time, and at any adjournment thereof
(the "Meeting"). The proxy may be revoked at any time before it is voted.
If no contrary instruction is received, signed proxies returned by
stockholders will be voted in accordance with the Board of Directors'
recommendations.
This proxy statement and accompanying proxy were first sent to stockholders
on or about April 10, 1998.
Because the Company respects the rights and privacy of stockholders, we have
adopted a policy to ensure that all proxies, ballots and vote tabulations
that identify stockholders will be kept confidential. Proxy cards will be
delivered in envelopes addressed to an independent tabulator, who will
receive, inspect and tabulate the proxies. The identity of the vote of any
stockholder will not be disclosed without the consent of the stockholder
except for use by the independent tabulator.
The Company will pay the cost of soliciting proxies for the Meeting. Proxies
may be solicited by regular employees of the Company in person, or by mail,
courier, telephone or facsimile. In addition, the Company has retained
Continental Stock Transfer & Trust Co., Inc. to solicit proxies by mail,
courier, telephone and facsimile and to request brokerage houses and other
nominees to forward soliciting material to beneficial owners. For these
services the Company will pay a fee of approximately $2,000 plus expenses.
The Company will reimburse brokers and other persons holding stock in their
names, or in the names of nominees, for their expenses for sending proxy
materials to principals and obtaining their proxies.
<PAGE>
SHARES AND OUTSTANDING VOTING RIGHTS
Stockholders of record at the close of business on March 31, 1998, are
entitled to vote at the Meeting. As of March 31, 1998, the Company had
outstanding 5,737,337 shares of Common Stock, par value $.01 per share, which
are the only outstanding voting securities of the Company. Each outstanding
share of Common Stock is entitled to one vote. The holders of a majority of
the votes entitled to be cast whether present in person or by proxy shall
constitute a quorum for purposes of the Meeting.
Under the Delaware Business Corporation Law ("DBL"), any corporate action,
other than the election of Directors, must be authorized by a majority of the
votes cast, except as otherwise required by the DBL or the Company's
certificate of incorporation with respect to a specific proposal. For
purposes of determining whether a proposal has received a majority of the
votes cast, in instances where brokers are prohibited from exercising or
chose not to exercise discretionary authority for beneficial owners who have
not provided vote instructions, those shares will not be included in the vote
totals and therefore will have no effect on the vote.
Pursuant to the NASD Rules of Fair Practice, brokers who hold shares in
street name have the authority, in limited circumstances, to vote on certain
items when they have not received instructions from beneficial owners. A
broker will only have such authority if (i) the broker holds the shares as
executor, administrator, guardian, trustee, or similar representative or
fiduciary capacity with authority to vote, or (ii) the broker is acting
pursuant to the rules of any national securities exchange to which the
broker is also a member.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The number of Directors to be elected is seven. With regard to the election
of Directors, votes may be cast in favor of or withheld from each nominee;
votes that are withheld will be excluded entirely from the vote and will have
no effect. Abstentions may be specified on all proposals except the election
of Directors and will be counted as present for the purposes of the proposal
for which the abstention is noted. For the purposes of determining whether a
proposal has received a majority of the votes cast, where a stockholder
abstains from voting, those shares will be counted as a vote against the
proposal. The term of each present Director will expire concurrently with
the election of Directors at the Meeting. If any nominee is unable or un-
willing to serve, the Company, through the designated proxy holders, reserves
discretionary authority to vote for a substitute nominee. The Company has no
reason to believe that any nominee will be unable or unwilling to serve if
elected. The following provides information about each nominee as of March
1, 1998, including data on the business backgrounds, and the names of public
companies and other selected entities for which they also serve as Directors.
All of the nominees except Mr. McCormick were elected by the stockholders of
the Company at the 1997 Annual Meeting of Stockholders.
<PAGE>
James M. Revie, age 61, has been the Chairman of the Board of Directors of
the Company since May 1993, a Director since August 1992 and Chief Executive
Officer of the Company since August 1995. He was a Vice Chairman of Scott-
Macon, Ltd., New York, NY, an investment banking firm, from February 1991
until March 31, 1995.
EDWARD L. MCCORMICK, age 62, joined the Company in September 1997 and has
been President and Chief Operating Officer since February 1998. For more
than five years prior to September 1997 he was President and Chief Executive
Officer of Management Action Process, Inc., a management development and
business consulting firm.
E. Virgil Conway, age 68, has been a Director of the Company since June 1994.
He has been Chairman of the Metropolitan Transportation Authority for New
York City, a public transportation agency, since April 1995. He was the
Chairman of the Financial Accounting Standards Advisory Council from May
1992 until July 1995. He has been a financial consultant since April 1989.
Mr. Conway is a Director of the Union Pacific Corporation, a transportation
company; Accuhealth, Inc., Bronx, NY, a home injection firm; and the
Centennial Insurance Company, a property and casualty company. He is a member
of the Board of Trustees of Consolidated Edison Company of New York, Inc., an
electric company; Atlantic Mutual Insurance Company; HRE Properties, Inc., an
equity fund; and several mutual funds managed by Phoenix Duff and Phelps.
Julian H. Gingold, age 60, has been a Director of the Company since January
1993. He has been a Senior Vice President of Dean Witter Reynolds, Inc.,
New York, NY, a stock brokerage firm, for more than the prior five years.
<PAGE>
James F. Higgins, age 66, has been a Director of the Company since January
1993. He has been Vice President of Finance and Administration of Hillside
Capital Incorporated, a holding company, for more than the prior five years.
William M. Legg, age 53, has been a Director of the Company since June 1994.
He has been a Managing Director of BT Alex. Brown, Inc., Baltimore, MD, an
investment banking firm, for more than the prior five years. Mr. Legg is a
Director of Federal Armored Express, Inc., a transportation company, and a
member of the Business Advisory Boards of the Northwestern University
Transportation Center and the Massachusetts Institute of Technology
Transportation Center.
John L. Ray, age 54, has been a Director of the Company since January 1990.
He was the Chairman of the Board of Directors of the Company from January
1990 to May 1993. He has been a consultant to Capital Growth Monitoring,
Inc., a financial advisory company, since January 1996. He was a Vice
President and Senior Portfolio Manager of the Delaware Management Company
Philadelphia, PA, a money management firm, for more than five years prior
to January 1996.
BOARD OF DIRECTORS AND COMMITTEES
The standing committees of the Board of Directors are the Audit & Finance
Committee, Executive Committee, Nominating Committee, and Compensation
Committee.
The Audit and Finance Committee reviews the internal and external audit
policies and procedures of the Company. It also reviews the Company's
internal controls, oversees the external auditors of the Company
(recommending annually the selection of the Company's external auditors), and
reviews the Company's litigation, claims and contingencies. Its 1997 members
were: James F. Higgins (Chairman), James M. Revie and William M. Legg. The
Audit and Finance Committee met four times in 1997.
<PAGE>
The Executive Committee represents the Board of Directors between meetings
for the purpose of consulting with officers, considering matters of
importance and either taking action or making recommendations to the Board of
Directors. Its members in 1997 were James M. Revie (Chairman), James F.
Higgins and John L. Ray. The Executive Committee met ten times in 1997.
The Nominating Committee is responsible for recommending nominees to the
Board of Directors. Its 1997 members were John L. Ray (Chairman), Julian H.
Gingold and James M. Revie. The Nominating Committee met once in 1997. The
Nominating Committee does not consider nominees recommended by stockholders.
The Compensation Committee oversees organizational, personnel, compensation
and benefits policies and practices of the Company. It reviews and recommends
to the Board of Directors the compensation of the executive officers. The
Compensation Committee administers the Company's Stock Option Plan. Its
members in 1997 were E. Virgil Conway (Chairman), Julian H. Gingold and
William M. Legg. The Compensation Committee met two times in 1997.
MEETINGS OF DIRECTORS
In calendar year 1997, the Board of Directors held nine meetings. Each of
the current Directors of the Company attended at least 75% of the aggregate
meetings held by the Board of Directors and by the Committees on which the
Director served.
<PAGE>
COMPENSATION OF DIRECTORS
Each member of the Board of Directors who is not an officer or employee of
the Company is paid a retainer in the amount of $18,000 per annum, payable
quarterly in arrears. In addition, each member of the Board of Directors who
participates in more than six meetings during any twelve month period is paid
$1,000 for each additional meeting which the member attends in person or
participates in by telephone conference call. Officers of the Company who
also serve as Directors do not receive any retainer or additional fees for
serving as a Director.
Each member of a Committee of the Board of Directors who is not an officer or
employee of the Company receives compensation of $1,000 for each Committee
meeting the member attends in person or participates in by telephone
conference call. The affirmative vote of a plurality of the votes of the
shares of Common Stock present in person or represented by proxy at the
Meeting and entitled to vote on the election of Directors is required to
elect a nominee. The Board of Directors recommends a vote IN FAVOR of the
nominees for Director listed above. If not otherwise specified, proxies
will be voted IN FAVOR of this proposal.
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The firm of Coopers & Lybrand LLP has examined the financial statements of
the Company since the fiscal year commencing January 1, 1992, and the Board
of Directors wishes to continue the services of this firm for the 1998 fiscal
year. A resolution will be presented at the Meeting to ratify the
appointment by the Board of Directors of the firm of Coopers & Lybrand LLP as
independent accountants to examine the financial statements of the Company for
the year ending December 31, 1998, and to perform other appropriate account-
ing services. Representatives of the firm will attend the Meeting and will
have the opportunity to make a statement if they desire to do so. They will
be available to respond to appropriate questions.
<PAGE>
The affirmative vote of a majority of the shares of Common Stock present in
person or represented by proxy at the Meeting and entitled to vote at the
Meeting is required to ratify the appointment of Coopers & Lybrand LLP The
Board of Directors recommends a vote IN FAVOR of the ratification of its
appointment of Coopers & Lybrand LLP as independent accountants. If not
otherwise specified, proxies will be voted IN FAVOR of this proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows, as of March 1, 1998, the security ownership of
each person who was known by the Company to beneficially own more than five
percent of the outstanding shares of the Company's Common Stock.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
John N. Irwin III 1,087,572(1) 19.0
405 Park Avenue
New York, NY 10022
Hillside Capital Incorporated 1,297(2) 15.0
405 Park Avenue
New York, NY 1002286
David Zaidner 720,574(3) 12.6
Gartenstrasse 33
Postfach 6016
8023 Zurich, Switzerland
Wellington Management Company 567,000(4) 9.9
75 State Street
Boston, Massachusetts 02109
John L. Ray 439,032(5) 7.7
218 East Beechtree Lane
Wayne, PA 19087
(1) Includes 169,098 shares of Common Stock held of record, 38,412 shares
of Common Stock held in trust for his benefit, and 18,765 shares of
Common Stock held in trust for certain members of his family. In
addition, John N. Irwin III indirectly owns the majority of the issued
and outstanding shares of common stock of Hillside Capital Incorporated
and, accordingly, may be deemed the beneficial owner of 861,297 shares
owned by or available through the exercise of warrants to Hillside
Capital Incorporated. Mr.Irwin disclaims any beneficial ownership in
Common Stock beneficially owned by or available through Hillside Capital
Incorporated and the shares of Common Stock beneficially owned by
members of his immediate family.
(2) Includes 112,998 shares of Common Stock which may be acquired
upon the exercise of warrants within 60 days of March 31, 1998.
<PAGE>
(3) Includes 571,374 shares of Common Stock held of record by David Zaidner
and 109,200 shares of Common Stock held of record by Sleeping Beauty
N.V., a trust for the benefit of the children of David Zaidner. Mr.
Zaidner disclaims any control of the trust and any beneficial ownership
of the shares held by the trust. Also includes 40,000 shares of Common
Stock owned by G. Kastl, as nominee for the benefit of Mr. Zaidner.
(4) Based upon information obtained from a Schedule 13G filed with the
Securities and Exchange Commission ("SEC") on or about February 26, 1998
by Wellington Management Company.
(5) Includes 421,500 shares of Common Stock held of record and 4,200 shares
of Common Stock which may be acquired upon the exercise of warrants and
13,332 shares which may be acquired upon the exercise of options within
60 days of March 31, 1998.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows as of March 1, 1998 the beneficial ownership of
Common Stock by each Director, nominee for Director, current executive
officer named in the Summary Compensation Table, and Directors and executive
officers as a group.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
John L. Ray 439,032 (1) 7.7
James M. Revie 230,416 (2) 4.0
James F. Higgins 31,032 (3) *
William M. Legg 25,832 (4) *
Julian H. Gingold 15,832 (5) *
E. Virgil Conway 14,332 (4) *
Ralph S. Nelson 6,388 (6) *
James G. Overley 6,388 (6) *
Spencer F. Barber 5,833 (7) *
Mark L. Clutter 4,166 (8) *
All executive officers and 779,251 (9) 13.6
Directors as a group (10-persons)
*less than (1) percent
<PAGE>
(1) Includes 4,200 shares which may be acquired upon the exercise of
warrants and 13,332 shares which may be acquired upon the exercise of
vested options within 60 days of March 31,1998.
(2) Includes 67,500 shares of Common Stock held by a corporation owned by
Mr. Revie and his spouse; 10,000 shares owned by James M. Revie IRA
Rollover, Custodian First Union Bank; and 152,916 shares which may be
acquired upon the exercise of vested options within 60 days of March
31, 1998.
(3) Includes 4,200 shares which may be acquired upon the exercise of
warrants and 13,332 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1998.
(4) Includes 13,332 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1998.
(5) Includes 2,500 shares held by Mr. Gingold's spouse and 13,332 shares
which may be acquired upon the exercise of vested options within 60
days of March 31, 1998.
(6) Includes 6,388 shares which may be acquired upon the exercise of vested
options within 60 days of March 31, 1998.
(7) Includes 1,833 shares which may be acquired upon the exercise of vested
options within 60 days of March 31, 1998.
(8) Includes 3,666 shares which may be acquired upon the exercise of vested
options within 60 days of March 31, 1998.
(9) Includes 226,531 shares which may be acquired upon the exercise of
warrants and vested options within 60 days of March 31, 1998.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid or accrued by the
Company for services rendered during the years ended December 31, 1997, 1996
and 1995 to the Chief Executive Officer of the Company, the former President
and COO of the Company, the former Executive Vice President and Chief
Operating Officer of Tri-State Motor Transit Co., a wholly owned subsidiary
of the Company, and to each of the four other most highly compensated
executive officers of the Company whose total cash compensation for the year
ended December 31, 1997 exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term
Compensation
Awards
Securities All
Name and Underlying Other
Principal Position Year Salary($) Bonus($) Options/SARs Compensation($)
James M. Revie (1) 1997 225,000 ---- ---- 2,250(4)
Chairman and Chief 1996 225,000 ---- ---- 1,875
Executive Officer 1995 168,750 ---- 125,000(3) ---
John J. Kilcullen(1)(2) 1997 104,167 ---- ---- 146,875(5)
President and Chief 1996 250,000 ---- ---- ----
Operating Officer 1995 87,006 ---- ---- ----
Daryl W. Deel (2) 1997 33,333 ---- ---- 166,667 (6)
Exec Vice President & 1996 200,000 ---- ---- ----
COO of Tri-State Motor 1995 200,000 20,000 ---- 1,438 (4)
Transit Co.
Spencer F. Barber (1) 1997 150,000 ---- ---- 1,250 (4)
Senior Vice President 1996 150,000 ---- 2,000 (3) ----
1995 46,635 ---- ---- ----
Ralph S. Nelson (1) 1997 149,015 ---- ---- 22,781 (7)
Senior Vice President, 1996 95,625 ---- 10,000 (3) 27,086 (8)
General Counsel and
Secretary
James G. Overley (1) 1997 147,500 ---- ---- 17,797 (9)
Senior Vice President, 1996 64,416 ---- 10,000 (3) ----
Chief Financial Officer
and Treasurer
Mark L. Clutter 1997 147,245 ---- ---- 1,291 (4)
Executive Vice 1996 114,585 ---- ---- 1,291 (4)
President of 1995 99,829 ---- 4,000 (3) 275
Operations
<PAGE>
(1) Messrs. Revie, Kilcullen and Barber began employment with the Company in
1995. Messrs. Nelson, Overley and Prince began employment with the
Company in 1996.
(2) Daryl W. Deel left the Company on February 24, 1997. John J. Kilcullen
left the Company on May 31, 1997.
(3) Amounts shown represent options granted to purchase shares of the
Common Stock of the Company.
(4) Amounts shown represent contributions by the Company to the Trism 401(k)
Plan on behalf of such officer.
(5) Amount shown represents payment made pursuant to a severance agreement
($145,833) and the Company's contribution to the Trism 401(k) Plan
($1,042).
(6) Amount shown represents payments made pursuant to a severance agreement.
(7) Amount shown represents reimbursement for relocation expense in
connection with commencing employment with the Company ($22,131) and
contribution by the Company to the Trism 401(k) Plan ($650).
(8) Amount shown represents reimbursement for relocation expense in
connection with commencing employment with the Company.
(9) Amount shown represents reimbursement for relocation expense in
connection with commencing employment with the Company ($17,235) and
the Company's contribution to the Trism 401(k) Plan ($562).
<PAGE>
OPTION/SAR EXERCISES AND HOLDINGS
The following table provides information concerning each exercise of stock
options during the fiscal year ended December 31, 1997 by each of the Named
Executive Officers and the value at December 31, 1997 of unexercised stock
options held by each of the Named Executive Officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND F-Y END
OPTION/SAR VALUES
Number of Securities Value of Excercised
Underlying Unexercised In-The-Money
Option/SARs at F-Y-End Option/SARs at F-Y-End
Shares
Acquired on Value Exerc- Unexerc- Exerc- Unexerc-
Name Exercise(#) Realized isable # isable # isable# isable #
James M. Revie -- -- 149,444 5,5665 -- --
John J. Kilcullen -- -- -- -- -- --
Daryl W. Deel -- -- -- -- -- --
Spencer Barber -- -- 1,555 445 -- --
Ralph S. Nelson -- -- 5,000 5,000 -- --
James G. Overley -- -- 5,000 5,000 -- --
Mark L. Clutter -- -- 3,111 889 -- --
<PAGE>
PERFORMANCE GRAPH
The performance graph below shall not be deemed incorporated by reference by
any general statement incorporating by reference this Proxy Statement into
any filing under the Securities Act of 1933, as amended, or under the
Securities Act of 1934, as amended, except to the extent the Company
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
The following performance graph compares the performance of the Company's
Common Stock to the Standard & Poor's Trucking Index and the Standard &
Poor's 500 Index for the calendar years 1994 through 1997.
INDICES: Feb-94 Dec-94 Dec-95 Dec-96 Dec-97
Trism 100.00% 39.13 34.78 22.46 18.84
S&P Trucking 100.00% 80.24 72.69 53.42 86.33
S&P 500 100.00% 97.50 130.75 157.25 206.01
<PAGE>
TRISM, INC. vs. MARKET INDICES
1994-1997
EMPLOYMENT AND OTHER ARRANGEMENTS
The Company and John J. Kilcullen entered into a Separation Agreement dated
as of May 31, 1997 pursuant to which the Company will make severance payments
in the total amount of $250,000 over one year, from June 1, 1997. All vested
stock options previously held by Mr. Kilcullen have expired unexercised.
The Company and Daryl W. Deel entered into a Separation Agreement dated as of
February 24, 1997 pursuant to which the Company made severance payments in
the total amount of $200,000 over one year, from February 24, 1997. All
vested stock options previously held by Mr. Deel have expired unexercised.
The Company has entered into severance agreements with Spencer F. Barber,
Mark L. Clutter, Edward L. McCormick, Ralph S. Nelson and James G. Overley
which provide, in pertinent part, for the continuation of their respective
annual base pay for a period of twelve months in the event they are
terminated or their respective position is downgraded without cause.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 17, 1997 the Company loaned $70,000 to S.A. Powell Associates, Ltd.
and to James M. Revie. Mr. Revie is the Chairman of the Board and Chief
Executive Officer of the Company, and S.A. Powell Associates, Ltd. is a
corporation owned by Mr. Revie and his wife, Susan Powell. The loan is
evidenced by a Promissory Note and is secured by a Pledge Agreement covering
65,000 shares of the Common Stock of the Company. The Promissory Note is
payable on demand and bears interest at the rate of eight and one-half
percent (8 .5%) per annum. Interest payments are current.
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee report below shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended, or
under the Securities Exchange Act of 1934, as amended, except to the extent
the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under such Acts. The Compensation
Committee of the Board of Directors of the Company (the "Committee") is made
up exclusively of non-employee Directors. The Committee administers the
executive compensation policies of the Company. All actions of the Committee
pertaining to executive compensation are submitted to the Board of Directors
for approval.
The Company's executive compensation program is designed to attract, retain,
and motivate high caliber executives and to focus the interests of the
executives on objectives that enhance stockholder value. These goals are
attained by emphasizing "pay for performance" by having a significant portion
of the executive's compensation dependent upon business results and by
providing equity interests in the Company. The principal elements of the
Company's executive compensation program are base salary, incentive
compensation, and stock options. In addition, the Company recognizes
individual contributions as well as overall business results, using a
discretionary bonus program.
BASE SALARY
The salaries of the four highest paid executives and the Chief Executive
Officer are listed in the table on page 9 of this Proxy Statement. The
Committee periodically reviews the base salary levels of the executive
officers. In determining the appropriate salary levels, the Committee
considers such factors as job content, responsibility level and how jobs of
similar content and responsibility are compensated in the market place.
<PAGE>
The Company's objective is to set executives' base salaries, including the
salary of the Chief Executive Officer (the "CEO"), near the 50th percentile
of a peer group of companies. Mr. Revie's salary has been set by the Board
of Directors at the rate of $225,000 per annum. In 1997, the base salaries
of Messrs. Nelson, Overley and Prince were set at $150,000 per annum and the
base salary of Mr. Clutter was set at $162,500 per annum. Edward L. Mc
Cormick began employment with the Company on September 15, 1997 as Executive
Vice President - Sales and Markets. He was promoted to President and Chief
Operating Officer effective February 5, 1998. The base salary of Mr.
McCormick has been set at $187,500 per annum.
ANNUAL INCENTIVE BONUS PLAN
The Company is planning to adopt an Executive Compensation Plan for the
fiscal year ended December 31, 1998 (the "1998 Plan"). Although the 1998
Plan has not been adopted, the Compensation Committee has determined that
(i) the bonus for any participant would be limited to twice a participant's
annual salary, and (ii) the payment of any bonus would be subject to the
Company meeting certain operating criteria.
STOCK OPTION PLAN
On August 11, 1995, the Board of Directors adopted the TRISM, Inc. Amended
and Restated Stock Option Plan under which an aggregate of 500,000 shares of
the Company's Common Stock may be awarded to employees at not less than the
prevailing market price on the date of grant. The goals of the Option Plan
are to provide management with a more direct stake in the business results of
the Company, and to attract and retain qualified employees. The Option Plan
was approved by the stockholders of the Company at the 1996 Annual Meeting of
stockholders. There were no option grants to employees in 1997.
COMPENSATION COMMITTEE
E. Virgil Conway, Chairman
William M. Legg
Julian H. Gingold
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be included in next year's proxy
statement must be received by the Corporate Secretary at the principal
executive offices of TRISM, INC., 4174 Jiles Road, Kennesaw, GA 30144, no
later than the close of business on December 10, 1998.
FURTHER BUSINESS
The Board of Directors is not aware of any matters to come before the 1998
Annual Meeting other than those set forth in this proxy statement. If any
further business is presented at the Meeting, the person named in the proxies
will act on behalf of the stockholders they represent according to his best
judgment.
By order of the Board of Directors
James M. Revie
Chairman and Chief Executive Officer
April 10, 1998
