SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN A PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant __X__
Filed by a Party other than the Registrant _____
Check the appropriate box:
_____ Preliminary Proxy Statement
_____ Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
__X__ Definitive Proxy Statement
_____ Definitive Additional Materials
_____ Soliciting Material Pursuant to Rule 14a-11(c) or Rules 14a-12
TRISM, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement) if other than registrant
Payment of Filing Fee (Check the appropriate box):
__X__ No fee required.
_____ Fee computed on table below per Exchange Act Rules 14a-6(I)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
_____ Fee paid previously with preliminary materials:
_____ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
May 17, 1999
Dear Stockholder:
The enclosed Notice of Annual Meeting announces the 1999 Annual
Meeting of Stockholders of TRISM, Inc. I respectfully request that
all Stockholders attend this Annual Meeting.
Our Annual Report, which contains material portions of the Form
10-K for the fiscal year ended December 31, 1998, is enclosed. I hope
you will read it carefully. If you wish to receive the full Form 10-K
as filed, it will be sent to you on request to Ralph S. Nelson, Senior
Vice President and Secretary, at 4174 Jiles Road, Kennesaw, GA 30144.
Enclosed with this letter is a Proxy authorizing certain officers
of the Company to vote your shares for you. Whether or not you are
able to attend the Annual Meeting, I urge you to complete your Proxy
and return it to our transfer agent, Continental Stock Transfer &
Trust Co., Inc., in the enclosed addressed, postage-paid envelope, as
a quorum of the Stockholders must be present at the Annual Meeting,
either in person or by Proxy.
I would appreciate your immediate attention to the mailing of
this Proxy.
Best regards,
/s/ Edward L. McCormick
President and Chief Executive Officer
<PAGE>
May 17, 1999
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 1999 Annual Meeting of Stockholders of TRISM, INC., a Delaware
corporation (the "Company"), will be held on Tuesday, June 15, 1999 at
10:00 a.m. eastern daylight time at the offices of Proskauer Rose LLP,
26th floor, conference rooms A and B, 1585 Broadway (47th - 48th
Street), New York, NY 10036-8299 for the following purposes:
1. To elect six 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 PricewaterhouseCoopers LLP as
independent accountants of the Company for the fiscal year ending
December 31, 1999; and
3. 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 April 30,
1999 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;
/s/ Ralph S. Nelson
Secretary
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 - JUNE 15, 1999
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors of
TRISM, INC., a Delaware corporation (the "Company"), for use at the
1999 Annual Meeting of Stockholders to be held at the offices of
Proskauer Rose LLP, 26th floor, conference rooms A and B, 1585
Broadway, New York, NY 10036-8299, on June 15, 1999, at 10:00 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.
It is anticipated that this proxy statement and accompanying form of
proxy will initially be mailed to stockholders of the Company on or
about May 17, 1999.
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.
SHARES AND OUTSTANDING VOTING RIGHTS
Stockholders of record at the close of business on April 30, 1999, are
entitled to vote at the Meeting. As of April 30, 1999, the Company had
outstanding 5,702,137 shares of common stock, par value $.01 per share
("Common Stock"), 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.
<PAGE>
Under the Delaware General Corporation Law ("DGCL"), any corporate
action, other than the election of Directors, must be authorized by a
majority of the shares represented in person or by proxy at the
Meeting and entitled to vote on the subject matter, except as
otherwise required by the DGCL or the Company's certificate of
incorporation with respect to a specific proposal. The election of
Directors will require the affirmative vote of a plurality of the
shares of Common Stock represented in person or by proxy at the
Meeting. 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 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. For purposes of determining
whether a proposal has received the requisite number of votes cast, in
instances where brokers are prohibited from exercising or choose not
to exercise discretionary authority for beneficial owners who have not
provided voting 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 six. 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 31, 1999, including data on the business backgrounds, and the
names of public companies and other selected entities for which each
also serves as Directors. All of the nominees were elected by the
stockholders of the Company at the 1998 Annual Meeting of
Stockholders.
E. Virgil Conway, age 69, has been a Director of the Company since
June 1994 and Chairman of the Board since May 1998. 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; 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., a public
utility; of Atlantic Mutual Insurance Company; of HRE Properties,
Inc., an equity fund; and of several mutual funds managed by Phoenix
Investment Partners, Ltd.
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<PAGE>
Edward L. McCormick, age 63, joined the Company as Executive Vice
President Sales and Markets in September 1997 and has been President
since February 1998. He has been Chief Executive Officer and a
Director of the Company since May 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.
Julian H. Gingold, age 61, has been a Director of the Company since
January 1993. He has been a Senior Vice President of Morgan Stanley
Dean Witter, an investment banking firm, for more than the prior five
years.
James F. Higgins, age 67, has been a Director of the Company since
January 1993. He has been a Vice President of Finance and
Administration of Hillside Capital Incorporated, a holding company,
for more than the prior five years.
William M. Legg, age 54, has been a Director of the Company since June
1994. He has been a Managing Director of BT Alex.Brown, Incorporated,
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 55, 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 and
Finance Committee, the Executive Committee, the Nominating Committee,
and the 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 1998 members were James F. Higgins (Chairman),
Julian H. Gingold and William M. Legg. The Audit and Finance
Committee met five times in 1998.
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 1998 members were
E. Virgil Conway (Chairman), James F. Higgins, Edward L. McCormick and
John L. Ray. The Executive Committee met five times in 1998.
The Nominating Committee is responsible for recommending nominees to
the Board of Directors. Its 1998 members were John L. Ray (Chairman),
Julian H. Gingold and Edward L. McCormick. The Nominating Committee
met once in 1998. The Nominating Committee does not consider nominees
recommended by stockholders.
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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 1998 members were Julian H.
Gingold (Chairman), James F. Higgins, and William M. Legg. The
Compensation Committee met three times in 1998.
MEETINGS OF DIRECTORS
In calendar year 1998, the Board of Directors held eight 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.
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 Board
meetings during a calendar year 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 each nominee.
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<PAGE>
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT
ACCOUNTANTS
The firm of PricewaterhouseCoopers LLP has audited 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 1999 fiscal year. A resolution will be presented at
the Meeting to ratify the appointment by the Board of Directors of the
firm of PricewaterhouseCoopers LLP as independent accountants, to
audit the financial statements of the Company for the year ending
December 31, 1999, and to perform other appropriate accounting
services. Representatives of the firm will attend the Meeting, will
have the opportunity to make a statement if they desire to do so, and
will be available to respond to appropriate questions.
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
PricewaterhouseCoopers LLP. The Board of Directors recommends a vote
IN FAVOR of the ratification of its appointment of
PricewaterhouseCoopers LLP as independent accountants. If not
otherwise specified, proxies will be voted IN FAVOR of this proposal.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows, as of March 31, 1999, 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.
Percent
Name and Address of Amount and Nature of of
Beneficial Owner Beneficial Ownership Class
John N. Irwin III 1,087,572(1) 19.1
405 Park Avenue
New York, NY 10022
Hillside Capital Incorporated 858,297(2) 15.0
405 Park Avenue
New York, NY 10022
David Zaidner 720,574(3) 12.6
Gartenstrasse 33
Postfach 6016
8023 Zurich, Switzerland
ROI Capital Management, Inc. 669,200(4) 11.7
17 E. Sir Francis Drake Blvd.
Suite 225
Larkspur, CA 94937
John L. Ray 441,741(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 858,297 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 109,998 shares of Common Stock which may be acquired
upon the exercise of warrants within 60 days of March 31, 1999.
(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
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<PAGE>
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
19, 1999 by ROI Capital Management, Inc.
(5) Includes 421,500 shares of Common Stock held of record, 4,200
shares of Common Stock which may be acquired upon the exercise of
warrants, and 16,041 shares of Common Stock which may be acquired upon
the exercise of options within 60 days of March 31, 1999.
7
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows as of March 31, 1999 the beneficial
ownership of Common Stock with respect to (i) each Director and
nominee for Director, (ii) each executive officer named in the Summary
Compensation Table, and (iii) all executive officers and Directors as
a group.
Amount and
Nature of
Beneficial Percent of
Name Ownership Class
John L. Ray 441,741 (1) 7.7
James M. Revie 77,500 (2) 1.4
James F. Higgins 33,741 (3) *
William M. Legg 28,541 (4) *
Julian H. Gingold 18,541 (5) *
E. Virgil Conway 17,041 (4) *
James G. Overley 13,364 (6) *
Ralph S. Nelson 9,722 (7) *
Walter E. Prince 9,722 (7) *
Edward L. McCormick 4,858 (8) *
All executive officers and 654,771 (9) 11.3
Directors as a group (10
persons)
(1) Includes 4,200 shares which may be acquired upon the
exercise of warrants and 16,041 shares which may be acquired
upon the exercise of vested options within 60 days of March 31, 1999.
(2) Includes 67,500 shares held by a corporation owned by Mr. Revie
and his spouse, and 10,000 shares owned by James M. Revie IRA
Rollover, Custodian First Union Bank.
(3) Includes 4,200 shares which may be acquired upon the exercise of
warrants and 16,041 shares which may be acquired upon the exercise
of vested options within 60 days of March 31, 1999.
(4) Includes 16,041 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1999.
(5) Includes 2,500 shares held by Mr. Gingold's spouse and 16,041
shares which may be acquired upon the exercise of vested options
within 60 days of March 31, 1999.
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(6) Includes 3,642 shares held beneficially for Mr. Overley as of
March 31, 1998 in the Trism, Inc. Employee Stock Purchase Plan,
and 9,722 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1999.
(7) Includes 9,722 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1999.
(8) Includes 4,858 shares held beneficially for Mr. McCormick as of
March 31, 1999 in the Trism, Inc. Employee Stock Purchase Plan.
(9) Includes 117,771 shares which may be acquired upon the exercise of
warrants and vested options within 60 days of March 31, 1999.
*less than one (1) percent
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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, 1998, 1997 and 1996 to the President and Chief Executive Officer
of the Company, the former Chairman and Chief Executive Officer of the
Company, and to each of the other executive officers of the Company
whose total cash compensation for the year ended December 31, 1998
exceeded $100,000 (the "Named Executive Officers").
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long Term Compensation
Awards
Securities
Name and Underlying All Other
Principal Position Year Salary($) Bonus($) Options/SARs ($) Compensation ($)
<S> <C> <C> <C> <C> <C>
Edward L. McCormick (1) 1998 209,375 1,444 ---- 49,788 (3)
President and Chief Executive 1997 56,798 ---- ---- 721 (4)
Officer
James M. Revie 1998 93,750 ---- ---- 132,187 (5)
Former Chairman and Chief 1997 225,000 ---- ---- 2,250 (4)
Executive Officer 1996 225,000 ---- ---- 1,875 (4)
Ralph S. Nelson (1) 1998 153,000 1,317 ---- 1,075 (4)
Senior Vice President, General 1997 149,015 ---- ---- 22,781 (6)
Counsel and Secretary 1996 95,625 ---- 10,000 (2) 27,086 (7)
James G. Overley (1) 1998 153,000 ---- ---- 1,000 (4)
Senior Vice President, Chief 1997 147,500 ---- ---- 17,797 (8)
Financial Officer and Treasurer 1996 64,416 ---- 10,000 (2) ----
Walter E. Prince (1) 1998 150,000 1,317 ---- 1,500 (4)
Senior Vice President, 1997 132,348 ---- ---- 40,720 (9)
Maintenance and Equipment 1996 78,125 ---- 10,000 (2) 7,118 (10)
</TABLE>
(1) Messrs. Nelson, Overley and Prince began employment with the
Company in 1996. Mr. McCormick began employment with the Company in
1997.
(2) Amount shown represents options granted to purchase shares of the
Common Stock of the Company.
(3) Amount shown represents reimbursement for relocation expense in
connection with commencing employment ($49,206) and contribution by
the Company to the Trism 401(k) Plan ($582).
(4) Amounts shown represent contributions by the Company to the Trism
401(k) Plan on behalf of such officer.
(5) Amount shown represents payments made pursuant to a severance
agreement ($131,250) and contribution by the Company to the Trism
401(k) Plan ($937).
(6) 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).
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(7) Amount shown represents reimbursement for relocation expense in
connection with commencing employment with the Company.
(8) 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).
(9) Amount shown represents reimbursement for relocation expense in
connection with commencing employment ($39,749) and contribution by
the Company to the Trism 401(k) Plan ($971).
(10) Amount shown represents reimbursement for relocation expense in
connection with commencing employment.
The Company has entered into severance agreements with Messrs.
McCormick, Nelson, Overley and Prince 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.
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OPTION/SAR EXERCISES AND HOLDINGS
The following table provides information concerning each exercise of
stock options during the fiscal year ended December 31, 1998 by each
of the Named Executive Officers and the value at December 31, 1998 of
unexercised stock options held by each of the Named Executive
Officers.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARs AT F-Y-END OPTIONS/SARs AT F-Y-END
SHARES
ACQUIRED
ON VALUE EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME EXERCISE(#) REALIZED (#) (#) (#) (#)
<S> <C> <C> <C> <C> <C> <C>
Edward L. McCormick -- -- -- -- -- --
Ralph S. Nelson -- -- 8,333 1,667 -- --
James G. Overley -- -- 8,333 1,667 -- --
Walter E. Prince -- -- 8,333 1,667 -- --
James M. Revie -- -- -- -- -- --
</TABLE>
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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 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 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 period beginning on February 8,
1994 (the date of the Company's initial public offering) through
December 31, 1998.
TRISM, INC. vs. MARKET INDICES
1994-1998
(graph omitted)
Indices: Feb-94 Dec-94 Dec-95 Dec-96 Dec-97 Dec-98
Trism 100.00% 39.13 34.78 22.46 18.84 5.8
S & P Trucking 100.00% 80.24 76.69 53.42 86.33 64.14
S & P 500 100.00% 97.50 130.75 157.25 206.01 260.96
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EMPLOYMENT AND OTHER ARRANGEMENTS
The Company and James M. Revie entered into a Separation and
Consulting Agreement, dated as of May 31, 1998, pursuant to which the
Company will make severance payments in the total amount of $337,500
over eighteen months, from June 1, 1998. All stock options previously
held by Mr. Revie have expired unexercised.
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 to refinance a loan made by
S.A. Powell Associates, Ltd. for the purchase of 65,000 shares of
Common Stock of the Company. Mr. Revie was the Chairman of the Board
and Chief Executive Officer of the Company until May 31, 1998, 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.
Mr. Revie is currently making payments against the Promissory Note out
of the proceeds of the Separation and Consulting Agreement. The
maturity of the Promissory Note is coterminous with the Company's
financial obligations under the Separation and Consulting Agreement.
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 is made up exclusively of non-employee Directors. The
Compensation Committee administers the executive compensation policies
of the Company. All actions of the Compensation 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 three highest paid executive, officers (above
$100,000) and the Chief Executive Officer ("CEO") are listed in the
Summary Compensation Table on page 10 of this Proxy Statement. The
Compensation Committee periodically reviews the base salary levels of
the executive officers. In determining the appropriate salary levels,
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the Compensation Committee considers such factors as job content,
responsibility level and how jobs of similar content and
responsibility are compensated in the market place.
The Company's objective is to set executives' base salaries, including
the salary of the CEO, near the 50th percentile of a peer group of
companies. Mr. McCormick's salary has been set by the Board of
Directors at the rate of $225,000 per annum. In 1998, the base
salaries of Messrs. Nelson and Overley were set at $156,000 per annum
and the base salary of Mr. Prince was set at $150,000 per annum.
ANNUAL INCENTIVE BONUS PLAN
The Company has adopted a Trism Management Incentive Compensation Plan
for the fiscal year ending December 31, 1999 (the "1999 Plan").
Pursuant to the 1999 Plan, (i) the bonus for any participant is
limited to fifty percent of a participant's annual salary, and (ii)
the payment of any bonus is subject to the Company meeting certain
operating criteria.
STOCK OPTION PLAN
Pursuant to the TRISM, Inc. Amended and Restated Stock Option Plan,
options to purchase an aggregate of 500,000 shares of the Company's
Common Stock may be awarded to employees at an exercise price 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. There were no option grants to employees in 1998.
COMPENSATION COMMITTEE
Julian H. Gingold, Chairman
James F. Higgins
William M. Legg
15
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee for the year ended December
31, 1998 were Messrs. Gingold, Higgins and Legg. There were no
interlocks or insider participation (as defined in the proxy
regulations promulgated by the Securities and Exchange Commission)
between the Board of Directors of the Company and the Compensation
Committee thereof and the board of directors or compensation committee
of any other company.
PROPOSALS OF STOCKHOLDERS
Any eligible stockholders of the Company who wish to submit a proposal
for action at the next annual meeting of stockholders of the Company
and desires to have such proposal be considered for inclusion in next
year's proxy statement must provide a written copy of the proposal to
the Company at the principal executive offices of the Company, no
later than the close of business on January 18, 2000.
The proxy or proxies designated by the Company will have discretionary
authority to vote on any matter properly presented by an eligible
stockholder of the Company for action at the next annual meeting of
stockholders of the Company, but not submitted for inclusion in the
proxy materials for such meeting, unless notice of the matter is
received by the Company at its principal executive offices not later
than April 1, 2000, and certain other conditions of the applicable
rules of the Securities and Exchange Commission are satisfied.
FURTHER BUSINESS
The Board of Directors is not aware of any matters to come before the
1999 Annual Meeting other than those set forth in this proxy
statement. If any further business is presented at the Meeting, the
persons named in the proxies will act on behalf of the stockholders
they represent according to their best judgment.
By order of the Board of Directors
/s/ Ralph S. Nelson
Ralph S. Nelson
Secretary
May 17, 1999
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<PAGE>
TRISM, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR STOCKHOLDERS'
MEETING ON JUNE 15, 1999
The undersigned hereby appoints Edward L. McCormick and Ralph S.
Nelson, and each of them, as the undersigned's true and lawful agent
and proxy to represent the undersigned in all matters coming before
the 1999 Annual Meeting of Stockholders of TRISM, INC. to be held at
Proskauer Rose LLP, 1585 Broadway, 26th floor, conference rooms A and
B, New York, NY 10036, on June 15, 1999 at 10:00 a.m. eastern daylight
time, and any adjournments thereof, and to cast the number of votes
that the undersigned would be entitled to cast if personally present
as follows:
1. ELECTION OF DIRECTORS
Nominees: E. Virgil Conway, Julian H. Gingold, James F. Higgins,
William M. Legg, Edward L. McCormick, and John L. Ray
_____ VOTE IN FAVOR of all nominees listed above, except vote
withheld from the following nominees (if any):______________ or
_____ VOTE WITHHELD from all nominees listed above.
2. APPROVAL OF PricewaterhouseCoopers LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS
_____ FOR _____ AGAINST _____ ABSTAIN
3. OTHER MATTERS
In their discretion, to vote with respect to any other matters
that may properly come before the Meeting or any adjournments
therefor, including matters incident to its conduct.
<PAGE>
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTES IN THE MANNER
SPECIFIED ABOVE BY THE STOCKHOLDER. TO THE EXTENT CONTRARY
SPECIFICATIONS ARE NOT GIVEN, THIS PROXY WILL BE VOTED IN FAVOR OF THE
NOMINEES LISTED IN ITEM 1, IN FAVOR OF ITEM 2, AND WITH THE
DISCRETIONARY AUTHORITY SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.
PLEASE SIGN EXACTLY AS NAME APPEARS
Dated:_____________________, 1999
_________________________________________
Signature
_________________________________________
Signature
(Joint owners should each sign;
Attorney-in-Fact, Executors,
Administrators, Custodians,
Partners, or Corporation Officers
should give full title)
PLEASE DATE, SIGN, AND RETURN THIS
PROXY IN THE ENCLOSED ENVELOPE
PROMPTLY. NO POSTAGE IS NECESSARY
IF MAILED IN THE UNITED STATES.
