April 4, 1997
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 1997 Annual Meeting of Stockholders of
TRISM, INC., a Delaware corporation, will be held on Tuesday, May 13,
1997 at 10:30 a.m. eastern daylight time at the offices of Proskauer
Rose Goetz & Mendelsohn LLP, 26th floor, conference rooms C and D, 1585
Broadway, 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 L.L.P. as independent
accountants of the Company for the fiscal year ending December 31,
1997; and
3. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 31,
1997, as the record date for the determination of stockholders entitled
to notice of and to vote at the meeting and any adjournments.
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.
TRISM, INC.
4174 Jiles Road
Kennesaw, GA 30144
PROXY STATEMENT
ANNUAL METING OF STOCKHOLDERS - May 13, 1997
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors of TRISM,
INC., a Delaware corporation (the "Company"), for use at the 1997 Annual
Meeting of Stockholders to be held at the offices of Prosakauer Rose
Goetz & Mendelsohn, LLP, 26th floor, conference rooms C and D, 1585
Broadway, New York, NY 10036-8299, on May 13, 1997, 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 4, 1997.
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.
Stockholders of record at the close of business on March 31, 1997, are
entitled to vote at the meeting. As of March 31, 1997, 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 holder
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.
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.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The number of directors to be elected is seven. The designated proxy
holder of the Company intends, unless otherwise instructed, to vote all
proxies for the election of the following seven nominees, to hold office
for the ensuing year or until their successors are elected. 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 the directors. 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 a member. The term of each present director will expire
concurrently with the election of directors at the Meeting. If any
nominee is unable or unwilling to serve, the Company, through the
designated proxy holder, 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, 1997, including
dates 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 were elected by the stockholders of the Company at the 1996
Annual Meeting of Stockholders.
James M. Revie, age 60, 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.
John J. Kilcullen, age 55, has been a Director and the President and
Chief Operating Officer of the Company since August 1995. He was
President and Chief Executive Officer of Chemical Lehman Tank Lines,
Inc., a transportation company, for more than five years prior to August
1995.
E. Virgil Conway, age 67, has been a Director of the Company since June
1994. He has been Chairman of the Metropolitan Transportation Authority,
New York, NY 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, of Accuhealth, Inc., Bronx, NY, a home injection
firm and of 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, of Atlantic Mutual
Insurance Company, of HRE Properties, Inc., an equity fund, and of
several mutual funds managed by Phoenix Home Mutual Insurance Company.
Julian H. Gingoid, 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.
James F. Higgins, age 65, has been a Director of the Company since
January 1993. He has been a Vice President of Finance and
Administration of Hillside Industries Incorporated, a holding company,
for more than the prior five years.
William M. Legg, age 52, has been a Director of the Company since June
1994. He has been a Managing Director of Alex Brown & Sons
Incorporated, 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 53, 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 l996. 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 the
Compensation Committee.
The Audit & 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 1996 members were: James F. Higgins (Chairman),
James M. Revie and James L. McKenney. It met eight times in 1996.
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. Its members in 1996 were James M. Revie (Chairman),
Norman Gross, James E. Higgins, John J. Kilcullen and John L. Ray. The
Executive Committee met seven times in 1996.
The Nominating Committee is responsible for recommending nominees to the
Board of Directors. Its 1996 members were John L. Ray (Chairman),
Julian H. Gingold and James M. Revie. It met once in 1996. 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 the compensation of the executive
officers. The Compensation Committee administers the Company's Stock
Option Plan. Its members in 1996 were E. Virgil Conway (Chairman),
Julian H. Gingold and William M. Legg. It met five times in 1996.
MEETINGS OF DIRECTORS
In calendar year 1996, the Board of Directors held six meetings. Each
of the current directors Of the Company attended at least 75% of the
aggregate meetings held by the Board and by the Committees on which the
director served.
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 who is not an officer or
employee of the Company receives compensation of $1,000 for each
Committee meeting the member attends in person participates in or by
telephone conference call.
On the date of the Annual Shareholders Meeting each non-employee
director who has been elected or re-elected as of the adjournment of the
Meeting shall receive an option to purchase 2,500 shares of Common
Stock. Such options shall vest at the rate of l/36 per month beginning
on the date of grant and continuing for a period of 36 months, after
which the option will be fully vested.
The affirmative vote of a plurality of the Common Stock outstanding and
entitled to vote at the Meeting 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 L.L.P., 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 1997 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 L.L.P. as independent accountants, to examine the
financial statements of the Company for the year ending December 31,
1997, and to perform other appropriate accounting 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.
The affirmative vote of a Majority of the Common Stock outstanding and
entitled to vote at the Meeting is required to ratify the appointment of
Coopers & Lybrand L.L.P. The Board of Directors recommends a vote IN
FAVOR of the ratification, of its appointment of Coopers & Lybrand
L.L.P. 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, 1997, the security ownership
of those beneficial owners who own or may own, directly or indirectly,
more than five percent of the Company's voting shares.
Common Stock
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
John N. Irwin, III 994,662(l) 17.3
405 Park Avenue
New York, New York 10022
Hillside Capital Incorporated 748,299 13.0
405 Park Avenue
New York, New York 10022
David Zaidner 720,574(2) 12.6
Gartenstrasse 33
Postfach 6016
Zurich, Switzerland
Wellington Management Company 505,200(3) 8.8
75 State Street
Boston, Massachusetts 02109
John L. Ray 433,200(4) 7.5
218 East Beechtree Lane
Wayne, Pennsylvania 19087
(1) Includes 169,098 shares of Common Stock held of record,
1,323 shares of Common Stock held by his spouse, and 75,942 shares
of Common Stock held by his minor children. In addition, John N.
Irwin III 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 the 748,299 shares of Common
Stock owned by Hillside Capital Incorporated. Mr. Irwin disclaims
any beneficial ownership in Common Stock beneficially owned by
Hillside Capital Incorporated and the shares of Common Stock
beneficially owned by members of his immediate family.
(2) 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.
(3) Based upon information obtained from a Schedule 13G filed with the
Securities and Exchange Commission("SEC") on or about February 15, 1997,
by Wellington Management Company.
(4) 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 7,500 shares which may be acquired upon the exercise of
options within 60 days of March 31, 1997.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows as of March 1, 1997 the beneficial ownership
of Common Stock by each director, nominee for director, executive
officer named in the Summary Compensation Table, and directors and
executive officers as a group.
Amount and
Nature of
Name and Address Beneficial Percent
of Beneficial Vested of
Owner (13) Title Ownership Class
John L. Ray Director 433,200 (1) 7.5
James M. Revie Chairman of the Board & 222,778 (2) 3.8
Chief Executive Officer
John J. Kilcullen President and Chief 88,333 (3) 1.5
Operating Officer
Gary W. Hartter Executive Vice President 39,111 (4) *
and President of several
operating subsidiaries
Norman Gross Director 27,500 (5)(12) *
James F. Higgins Director 25,200 (6) *
Julian H. Gingold Director 10,000 (7) *
William M. Legg Director 8,500 (8) *
E. Virgil Conway Director 7,500 (8)(12) *
James L. McKenney Director 7,500 *
Ralph S. Nelson Senior Vice President, 2,778 (9)
General Counsel and
Secretary
Spencer F. Barber Senior Vice President, 3,111 (10) *
Information and
Communication Services
All executive
officers and directors
as a group (12 persons) 875,511 (11) 14.5
(1) Includes 4,200 shares which may be acquired upon the exercise of
warrants and 7,500 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1997.
(2) Includes 67,500 shares of Common Stock held by a corporation owned
by Mr. Revie and his spouse (directly owned), 10,000 shares owned by
James M. Revie IRA Rollover, Custodian First Fidelity Bank and also
includes 145,278 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1997.
(3) Includes 73,333 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1997.
(4) Includes 15,111 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1997.
(5) Includes 14,000 shares owned by Norman Gross as Trustee of the
Norman Gross Associates, Inc. Defined Benefit Plan (directly owned),
6,000 shares which may be acquired upon the exercise of warrants and
7,500 shares which may be acquired upon the exercise of vested options
within 60 days of March 31, 1997.
(6) Includes 4,200 shares which may be acquired upon the exercise of
warrants and 7,500 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1997.
(7) Includes 2,500 shares held by Mr.Gingold's spouse and 7,500 shares
which may be acquired upon the exercise of vested options within 60 days
of March 31, 1997.
(8) Includes 7,500 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1997.
(9) Includes 2,778 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1997.
(10) Includes 1,111 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1997.
(11) Includes 289,511 shares which may be acquired upon the exercise of
warrants and vested options within 60 days of March 31, 1997.
(12) Norman Gross and James McKenney are not standing for re-election
to the Board of Directors.
(13) Address: c/o TRISM, INC., 4174 Jiles Road, Kennesaw, Georgia
30144.
* less than one (1) percent
EXECUTIVE COMPENSATION
The following tables set forth the total compensation paid or accrued by
the Company for services rendered during the years ended December 31,
1996, 1995 and 1994 to the Chief Executive Officer of the Company, the
former President and Chief Operating Officer of Tri-State Motor Transit
Co., and to each of the four most highly compensated executive officers
of the Company whose total cash compensation for the year ended December
31, 1996 exceeded $100,000 (the "Named Executive Officers").
Summary Annual Compensation Table
Other All
Name & Principal Annual Com- Other Com-
Position Salary(5) Bonus(5) pensation(5) pensation(5)
J.M. Revie(6)
Chairman and CEO
1996 225,000 --- 8,884 (7) 1,875 (1)
1995 168,750 --- 3,702 ---
J.J. Kilcullen (6)
President and CEO
1996 250,000 --- 11,689 (7) ---
1995 87,006 --- 3,896 ---
D.W.Deel (4)
Executive VP and
COO of Tri-State
Motor Transit Co.
1996 200,000 --- --- ---
1995 200,000 20,000 --- 1,438 (1)
1994 200,050 120,000 (3) --- ---
G.W. Hartter
Executive VP and
COO of Trism
Specialized
Carriers, Inc.
1996 170,833 --- --- 1,562 (1)
1995 150,000 25,000 --- 1,450 (1)
1994 150,250 30,000 --- 900 (1)
S.F. Barber (6)
Senior VP
1996 150,000 --- --- ---
1995 46,635 --- --- ---
R.S. Nelson (6)
Senior VP, General
Counsel and Secy.
1996 95,625 --- --- 27,086 (5)
Summary Long Term Compensation Awards
Securities
Name and Principal Position Underlying Options/SAR's
J.M. Revie(6), Chairman and CEO
1996 155,000 (2)
1995 --- (2)
J.J. Kilcullen (6),President and CEO
1996 120,000 (2)
1995 --- (2)
D.W.Deel (4), Executive VP and
COO of Tri-State Motor Transit Co.
1996 25,000 (2)
1995 ---
1994 ---
G.W. Hartter, Executive VP and COO
of Trism Specialized Carriers, Inc.
1996 19,000 (2)
1995 ---
1994 ---
S.F. Barber (6), Senior VP
1996 2,000 (2)
1995 ---
R.S. Nelson (6), Senior VP, General
Counsel and Secretary
1996 10,000 (2)
(1) Amounts shown represent contributions by the Company to the 401(k)
portion of the Company's Profit Sharing Plan on behalf of such officer.
(2) All of the option grants reported in the table above with respect
to Messrs. Revie, Kilcullen, Deel, Hartter and Barber represent options
previously granted by the Company during the fiscal years ended December
31, 1994 and December 31, 1995; such options were repriced by the
Company during the fiscal year ended December 31, 1996. See "Report on
Option Repricing." Numbers shown represent options to purchase shares
granted.
(3) Amount shown represents a special bonus, which was granted by the
Company on October 28, 1993, with the payment deferred until January 7,
1994.
(4) Daryl W. Deel left the Company on February 24,1997.
(5) Amount shown represents reimbursement for relocation expense in
connection with commencing employment with the Company.
(6) Messrs. Revie, Kilcullen and Barber began employment with the
Company in 1995. Mr. Nelson began employment with the Company in 1996.
(7) Amount shown represents the cost of Company provided automobiles.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides information concerning stock options
granted by the Company during the year ended December 31, 1996, to each
of the named Executive Officers.
% of Total Potential
Number of Options/SARs Realizable
Securities Granted To Value at Assumed
Underlying Employees Annual Rates Of
Options In Year Base Stock Price
Name and SARS Ended Price Appreciation For
Expiration Granted Dec.31, ($/Sh) Option Term (2)
Date (#) 1996 (1)(2) 5% 10%
J.M.Revie
12/31/2002 30,000 6.6% 6.50 70,683 161,958
03/14/2005 100,000 21.9% 6.50 338,356 824,610
08/15/2000 25,000 5.5% 6.50 35,020 75,416
J.J.Kilcullen
09/01/2000 120,000 26.2% 6.50 168,095 361,999
D.W. Deel
08/15/2000 25,000 5.5% 6.50 35,020 75,416
G.W.Hartter
02/07/1999 9,000 2.0% 6.50 7,609 15,824
08/15/2000 10,000 2.2% 6.50 14,008 30,167
S.F.Barber
08/15/2000 2,000 0.4% 6.50 2,802 6,033
R.S.Nelson
06/30/2001 10,000 2.2% 6.50 16,577 36,631
(1) Exercise prices were equal to or greater than fair market value,
as determined by the Board of Directors, on the date of grant. All of
the option grants reported in the table above with respect to Messrs.
Revie, Kilcullen, Deel, Hartter and Barber represent options previously
granted by the Company during the fiscal years ended December 31, 1994
and December 31, 1995; such options were repriced by the Company during
the fiscal year ended December 31, 1996. See "Report on Option
Repricing."
(2) Represents potential realizable value before income taxes. The
dollar amounts under these columns are the result of calculations at 5%
and 10% rates as specified by the rules of the Securities and Exchange
Commission and therefore are not intended to forecast possible future
appreciation, if any, of the Company's Common Stock.
OPTION/SAR EXERCISES AND HOLDINGS
The following table provides information concerning the value of
unexercised stock options held on December 31, 1996, 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
Underlying Unexercised
Options/SARs at F-Y-End
Name Exercisesable (#) Unexercisable (#)
James M. Revie (1)(2) 141,111 13,889
John J.Kilcullen (1)(2) 53,333 66,667
Daryl W. Deel (1)(2) 10,556 14,444
Gary W. Hartter (1)(2) 12,388 6,612
Spencer Barber (1)(2) 833 1,667
Ralph S. Nelson (1)(2) 1,667 8,333
(1) Shares acquired on Exercise and Value Realized = 0
(2) Value of Unexercised In-the-Money options/SAR's At F-Y End
(Exerciseable and Unexerciseable) = 0.
REPORT ON OPTION REPRICING
The members of the Compensation Committee of the Board of Directors of
the Company have provided the following report on option repricing:
In fiscal 1996, the Compensation Committee reviewed the existing
stock options of all Company employees. In view of the fact that all of
the outstanding options granted to employees by the Company had exercise
prices well above the recent historical trading prices for the Company's
Common Stock, the Compensation Committee concluded that such stock
options were not providing the desired incentive to those employees whom
the Committee believed were making and would continue to make
substantial contributions to the successful growth of the Company.
Accordingly, the stock options were repriced at the exercise price of
$6.50 per share, still above the last reported reprice of $4.63 for the
Company's common Stock on the NASDAQ National Market System on August
27, 1996, the date of repricing. The repriced options retain their
original vesting status and expiration dates. Certain of the Named
Executive Officers of the Company were among those employees who had
stock options reported.
COMPENSATION COMMITTEE
E. Virgil Conway, Chairman
William L. Legg
Julian H. Gingold
The following table provides information with respect to all
repricings of options held by any Named Executive Officer of the Company
from the Company's initial public offering in February 1994 through
December 31, 1996:
OPTION REPRICINGS
February 1.994 through December 31, 1996
Length of
Number of Original
Securities Market Price Option Term
Underlying Of Stock On Remaining
Original Options Price At Time At Date Of
Issue Repriced Or Of Repricing Repricing
Name Date Amended* Amendment** Amendment
J.M.Revie 01/11/94 30,000 $ 14.00 6 yrs 4 mths
03/15/95 100,000 12.00 8 yrs 7 mths
08/11/95 25,000 8.75 4 yrs 0 mths
J.J.Kilcullen
08/11/95 120,000 8.75 4 yrs 0 mths
D.W.Deel 08/11/95 20,000 8.75 4 yrs 0 mths
12/20/95 5,000 8.75 4 yrs 4 mths
G.W.Hartter 02/03/94 9,000 14.00 2 yrs 6 mths
08/11/95 5,00 8.75 4 yrs 0 mths
12/20/95 5,000 8.75 4 yrs 4 mths
S.F.Barber 12/20/9 5 2,000 8.75 4 yrs 4 mths
* Market price of stock on date of repricing (August 27, 1996) was
$4.63.
** New exercise price is $6.50
Notwithstanding the length of the original terms of such options on the
date of the repricing, as a result of the termination of his employment
from the Company, all of Mr. Deel's options will expire no later than
May 25, 1997, if not exercised.
PERFORMANCE GRAPH
The Performance Graph below shall not be deemed 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 1995 and 1996.
Total Return Index Values of TRISM, INC.
vs Key Averages 1995-1996
Percent on:
Indices: 12-94 03-95 06-95 09-95 12-96 03-96 06-96 09-96 12-96
Trism 100 118.5 111.1 107.4 88.9 88.9 83.3 61.1 57.4
S&P Trucking 100 89.6 85.2 87.4 87.5 87.6 72.8 57.4 59.4
S&P 500 100 119.2 118.6 127.3 134.1 140.6 146.0 149.7 161.3
(a) Assumes all distributions to stockholders are reinvested on the
payment dates.
EMPLOYMENT AND OTHER ARRANGEMENTS
The Company and John J. Kilcullen entered into an employment agreement
dated as of August 11, 1995, pursuant to which Mr. Kilcullen will serve
as President and Chief Operating Officer for a period of two years at a
salary of $250,000 per annum. In connection with his employment, Mr.
Kilcullen was granted an option to purchase 120,000 shares Of Common
Stock at an exercise price of $8.75 per share, since reduced by the
Board of Directors to $6.50 per share, exerciseable on or before August
11, 2000.
The Company and Daryl W. Deel entered into a Separation Agreement, dated
as of February 24, 1997, pursuant to which the Company will make
severance payments in the total amount of $200,000 over one year, from
February 24, 1997. The Separation Agreement acknowledges that Mr. Deel
is fully vested through stock options in the right to purchase 12,500
shares of the Common Stock of the Company at an exercise price of $6.50
per share for a period of ninety days from the Separation Date. Stock
options for other shares previously granted have not vested and have
expired by their terms.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Trism Transport Services, Inc. ("TTSI") a subsidiary of the Company,
purchased certain of the assets of EFB Transport Services, Inc., ("EFB")
for approximately $3.1 million and assumed approximately $1.7 million in
certain liabilities pursuant to an asset purchase agreement dated
September 30, 1995. Alan R. Wilson, presently an employee of the
Company, was a director of EFB and held a 40% ownership interest in EFB
which he acquired in June 1987. Pursuant to the asset purchase
agreement, EFB was obligated to pay out all proceeds of the sale to its
creditors. The asset purchase agreement provided for additional
payments to the seller based upon post-acquisition earnings of the
acquired operations. Such contingent purchase price payments were also
designated for the, retirement of obligations to EFB's creditors. The
Company advanced EFB approximately $2.8 million in 1995 and 1996 in
anticipation of such earn-outs, and ultimately recorded goodwill. In
December 1996, the Company wrote off unamortized goodwill in connection
with the transaction of approximately $4.1 million based upon revised
assessments of recoverability and the restructuring of TTSI.
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 or
under the Securities Exchange Act of 1934, 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 or 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 executives 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 10 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.
The Committee's goal is to set the base salaries of executives at the
median level of similar companies. In 1993, the Committee used the
services of an independent consultant to study a peer group of 14
similar companies to determine competitive base salary levels. 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 the peer group of companies. Mr. Revie's salary was set
by the Board of Directors at the rate of $225,000 per annum. Mr.
Kilcullen's salary was set by the Board of Directors at the rate of
$250,000 per annum. In 1996, the base salaries of executives were not
changed.
ANNUAL INCENTIVE BONUS PLAN
The Company is planning to adopt an Executive Compensation Plan for the
fiscal year ended December 31, 1997 (the "1997 Plan"). Although the
1997 Plan has not been adopted, the Compensation Committee has
determined that (i) the bonus for any participant would he limited to
twice a participants 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 the
executives at not less than the prevailing market prices. 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. In 1996, the
Company issued options for a total of 30,000 shares to executive
officers and employees, exercisable on or before June 30, 2001, at $6.00
per share. In addition, in August 1996, all outstanding options
previously granted by the Company were repriced.
COMPENSATION COMMITTEE
E. Virgil Conway, Chairman
William M. Legg
Julian H. Gingold
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based, solely on a review of Forms 3,4 and 5 and amendments thereto
furnished to the Company for the year ended December 31, 1996, the
following directors, officers or beneficial owners of more than 10% of
the Company's Common Stock, failed to timely furnish reports on Form 5,
reporting the grant of options: Ralph S. Nelson, James G. Overley and
Edward S. Prince. In addition, James L. McKenney failed to file a report
on Form 4 or Form 5 disclosing the grant of an option.
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 31, 1997.
FURTHER BUSINESS
The Board of Directors is not aware of any matters to come before the
1997 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
/s/ James R. Revie
Chairman and Chief Executive Officer
April 4, 1997
