- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
Proxy Statement Pursuant To Section 14(a)
Of the Securities Exchange Act Of 1934
|x| Filed by the Registrant
|_| 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 ss. 240.14a-11(c) or ss. 240.14a-12
PST VANS, INC.
---------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|x| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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:
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<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
-------------------------------
To Be Held December 19, 1997
PST VANS, INC.
To the Shareholders of
PST Vans, Inc.:
The Annual Meeting of Shareholders of PST Vans, Inc. (the "Company")
will be held at the Little America Hotel in theUintah Room, 500 South Main
Street, Salt Lake City, Utah, on Friday, December 19, 1997, at 10:00 a.m. The
purpose of the Annual Meeting is to consider and vote upon the following
matters, as more fully described in the accompanying Proxy Statement:
(1) To elect one member of the Board of Directors.
(2) To ratify the appointment of Arthur Andersen LLP as
independent public accountants for the year ending December
31, 1997.
(3) Such other matters as may properly come before the meeting.
The Board of Directors has fixed the close of business on November 13,
1997, as the record date for the determination of shareholders entitled to
receive notice of and to vote at the Annual Meeting or any adjournment or
postponement thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Neil R. Vos
DATED: November 17, 1997 Secretary
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, TO
ASSURE THAT YOUR SHARES WILL BE REPRESENTED, PLEASE DATE, FILL IN, SIGN AND MAIL
THE ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE PAID ENVELOPE. YOUR PROXY WILL
NOT BE USED IF YOU ARE PRESENT AT THE ANNUAL MEETING AND DESIRE TO VOTE YOUR
SHARES PERSONALLY.
<PAGE>
PST VANS, INC.
1901 West 2100 South
Salt Lake City, Utah 84119
---------------------
PROXY STATEMENT
---------------------
FOR ANNUAL MEETING OF SHAREHOLDERS
December 19, 1997
SOLICITATION OF PROXIES
This Proxy Statement is being furnished to the shareholders of PST
Vans, Inc., a Utah corporation (the "Company"), in connection with the
solicitation by the Board of Directors of the Company of proxies from holders of
outstanding shares of the Company's Common Stock, par value $.001 per share (the
"Common Stock"), for use at the Annual Meeting of Shareholders of the Company to
be held Friday, December 19, 1997, and at any adjournment or postponement
thereof (the "Annual Meeting"). This Proxy Statement, the Notice of Annual
Meeting of Shareholders and the accompanying form of proxy are first being
mailed to shareholders of the Company on or about November l9, 1997.
The Company will bear all costs and expenses relating to the
solicitation of proxies, including the costs of preparing, printing and mailing
to shareholders this Proxy Statement and accompanying material. In addition to
the solicitation of proxies by use of the mails, the directors, officers and
employees of the Company, without receiving additional compensation therefor,
may solicit proxies personally or by telephone or telegram. Arrangements will be
made with brokerage firms and other custodians, nominees and fiduciaries for the
forwarding of solicitation materials to the beneficial owners of the shares of
Common Stock held by such persons, and the Company will reimburse such brokerage
firms, custodians, nominees and fiduciaries for reasonable out-of-pocket
expenses incurred by them in connection therewith.
VOTING
The Board of Directors has fixed the close of business on November 13,
1997 as the record date (the "Record Date") for determination of shareholders
entitled to notice of and to vote at the Annual Meeting. As of the Record Date,
there were issued and outstanding 4,239,945 shares of Common Stock. The holders
of record of the shares of Common Stock on the Record Date entitled to be voted
at the Annual Meeting are entitled to cast one vote per share on each matter
submitted to a vote at the Annual Meeting.
Proxies
Shares of the Common Stock which are entitled to be voted at the Annual
Meeting and which are represented by properly executed proxies will be voted in
accordance with the instructions indicated on such proxies. If no instructions
are indicated, such shares will be voted FOR the election of the one director
nominee; FOR the ratification of the appointment by the Board of Directors of
Arthur Andersen LLP, to be the independent public accountants of the Company for
the year ending December 31, 1997; and, in the discretion of the proxy holder,
as to any other matters which may properly come before the Annual Meeting. A
shareholder who has executed and returned a proxy may revoke it at any time
prior to its exercise at the Annual Meeting by executing and returning a proxy
1
<PAGE>
bearing a later date, by filing with the Secretary of the Company, at the
address set forth above, a written notice of revocation bearing a later date
than the proxy being revoked, or by voting the Common Stock covered thereby in
person at the Annual Meeting.
Vote Required
The presence of a majority of the issued and outstanding shares of
Common Stock entitled to vote, represented in person or by proxy, is required
for a quorum at the Annual Meeting. Abstentions and broker non-votes, which are
indications by a broker that it does not have discretionary authority to vote on
a particular matter, will be counted as represented for the purpose of
determining the presence or the absence of a quorum. Holders of shares of Common
Stock are entitled to one vote at the Annual Meeting for each share of Common
Stock held of record at the Record Date. In the election of the director,
shareholders will not be allowed to cumulate their votes. The one (1) nominee
receiving the highest number of votes will be elected. Accordingly, abstentions
and broker non-votes will not affect the outcome of the election. The
ratification of the selection of an independent public accountant and any other
matter presented for approval by the shareholders will be approved, in
accordance with Utah law, if the votes cast in favor of a matter exceed the
votes cast opposing such matter. As a result, abstentions and broker non-votes
will not affect the outcome of these matters.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
The Board of Directors consists of five (5) directors, divided into
three classes serving staggered three-year terms. One director will be elected
at the Annual Meeting to serve a term of three years, or until a successor has
been duly elected and qualified. Shareholders do not have cumulative voting
rights in the election of directors (each shareholder is entitled to vote one
vote for each share held for each director). Unless authority is withheld, it is
the intention of the persons named in the enclosed form of proxy to vote "FOR"
the election as a director of the person identified as a nominee for director
below. If the candidacy of any one or more of such nominees should, for any
reason, be withdrawn, the proxies will be voted "FOR" such other person or
persons, if any, as may be designated by the Board of Directors. The Board has
no reason to believe that any nominee herein named will be unable or unwilling
to serve.
Nominees for Election as Directors and Directors
The following sets forth information about each nominee for election as
a director and information about each other person presently serving as a
director:
Nominee.
JAMES E. OTTO, 63, was appointed as a director of the Company in
October 1997 to fill a vacancy exising on the Board of Directors. From 1960 to
1982, Mr. Otto was President and Chief Executive Officer of Casual Living, Inc.,
a chain of nursing homes which he owned and sold in 1982. Mr. Otto has also
founded and served as a director for a savings and loan association. Since 1982,
Mr Otto has been actively managing his personal investment portfolio.
Directors.
KENNETH R. NORTON, 54, has been Chairman of the Board and Chief
Executive Officer of the Company since January 1990. His current term as
director ends in 1998. Mr. Norton has nearly 30 years of experience in the
trucking industry. From 1975 to 1984, Mr. Norton was Chairman and Chief
Executive Officer of Western Express, a truckload carrier. Mr. Norton formed
Interstate Contract Carrier Corporation and served as its Chairman and Chief
Executive Officer until 1975. In 1965, Mr. Norton formed Crete Carrier
Corporation and served as its President and Chief Executive Officer until 1971.
ROBERT D. HILL, 44, has been President and Chief Operating Officer of
the Company since August 1991. From 1989 to 1991, Mr. Hill served as President
of Cherokee Transportation Inc., a truckload carrier. From 1987 to 1989, Mr.
Hill served as Vice President/General Manager of Builders Transport, Inc., a
truckload carrier. From 1983 to 1987, Mr. Hill was Vice President of Operations
and Vice President of National Accounts, Sales and Marketing of Ryder Systems, a
truckload carrier. From 1974 to 1983, Mr. Hill was a Regional Vice President of
2
<PAGE>
Interstate Contract Carrier Corporation, a truckload carrier which was acquired
by Ryder Systems in 1983. Mr. Hill has served as a director of the Company since
September 1991 and his current term ends in 1999.
JAMES F. REDFERN, 51, has been a litigation consultant to Sullivan &
Cromwell, a law firm, since August 1993. From 1990 to August 1993, Mr. Redfern
served as an independent consultant to various banks and corporations. From 1983
to 1990, Mr. Redfern served as Executive Vice President, Senior Credit Officer
and Chairman of the Credit Committee at Carteret Savings Bank, F.A. Mr. Redfern
has served as a director of the Company since March 1995 and his current term
ends in 1999.
CHARLES A. LYNCH, 68, has been a director of the Company since March
1995, and his current term as director ends in 1998. Mr. Lynch has been the
Chairman of Fresh Choice, Inc., a casual, upscale restaurant chain, since March
1995. From 1989 to March, 1995, Mr. Lynch served as the Chairman of Market Value
Partners Company, a company that invests equity and management into
underperforming and emerging businesses. Mr. Lynch has also previously served as
Chairman and Chief Executive Officer of DHL Airways, Inc., an express courier,
and as a director of Southern Pacific Transportation Company, Greyhound Lines,
Inc. and Consolidated Freightways. Mr. Lynch is currently a director of
Nordstrom, Inc., Pacific Mutual Life Insurance Company and Fresh Choice, Inc.
Meetings and Committees. During the year ended December 31, 1996
("1996"), the Board of Directors held seven meetings. All members attended 100%
of the board meetings. The Board of Directors has a Compensation Committee that
administer's the Company's Incentive Plan and establishes and approves the
compensation of the Company's officers. The members of the Compensation
Committee are Charles A. Lynch and James F. Redfern. The Compensation Committee
met one time during 1996. The Board has an Audit Committee that reviews the
auditor reports and recommendations and interviews and makes recommendations to
the Board for the selection of the Company's independent auditors. The members
of the Audit Committee are Charles A. Lynch and James F. Redfern. The Audit
Committee met two times during 1996. The Company does not have a Nominating
Committee. Committee meetings were attended by all members of the respective
committees in 1996.
EXECUTIVE OFFICERS
Information regarding the two of the executive officers of the Company,
Kenneth R. Norton and Robert D. Hill, is furnished above. The following sets
forth information about the other executive officer:
NEIL R. VOS, 52, has been Chief Financial Officer of the Company since
December, 1996, having peviously served as Vice President of Fuel and
Maintenance from September 1995. From 1993 to 1995, Mr. Vos served as an
accounting manager for a large federal govenment agency. From 1989 to 1997, Mr.
Vos operated his own accounting firm. From 1986 to 1989, Mr. Vos served as
Executive Vice President and Chief Operating Officer of Monchec, Inc. a company
operating a chain of retail financial services outlets. From 1978 to 1986, Mr.
Vos served as Chief Financial Officer for Intermountain Laboratories, Inc., a
publicly-owned clinical laboratory company. Mr. Vos is a certified public
accountant.
Compensation of Executive Officers
The following table provides certain summary information concerning the
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the other executive officers whose salary
and bonu exceeded $100,000 (collectively, the "Named Executive Officers") for
the years ended December 31, 1996 , 1995 and 1994.
3
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------ ----------------------------
Options All Other
Name and Position Year Salary Bonus(1) Granted Compensation
- ---------------------------------------- ------- ----------- -------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Kenneth R. Norton....................... 1996 $ 281,500 $ 0 0 0
Chairman and Chief Executive 1995 280,400 24,375 0 0
Officer 1994 256,730 158,750 0 872
Robert D. Hill.......................... 1996 206,050 29,615 0 0
President and Chief Operating 1995 204,231 24,375 67,500(2) 0
Officer 1994 154,855 158,750 0 872
</TABLE>
- ---------------------------
(1) The Company maintains an incentive bonus program for its executive
officers. Under this program, executive officers earn quarterly bonuses
based on the operating performance of the Company.
(2) Includes 42,500 Options granted March 7, 1995 and repriced on October
30, 1995. See "Repricing of Options."
Option Grants in Last Fiscal Year
The Company did not grant any stock options or stock appreciation
rights to the Named Executive Officers during the year ended December 31, 1996.
Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values
The following table sets forth information with respect to the
aggregate value of unexercised options to acquire shares of the Common Stock
held by the Named Executive Officers on December 31, 1996. No options were
exercised by the Named Executive Officers during the year ended December 31,
1996.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercise In-the-Money Options at
Options at FY-End(#)d FY-End($)(2)
----------------------- -------------------------
Exercisable(1)/ Exercisable/
Name Unexercisable Unexercisable
----------------------- -------------------------
<S> <C> <C>
Kenneth R. Norton............................. 0/0 ---/---
Robert D. Hill................................ 13,500/54,000 $0/$0
</TABLE>
- ---------------------------
(1) Includes options exercisable within 60 days of the end of the Company's
fiscal year.
4
<PAGE>
(2) Calculated based on the difference between the exercise price and the
price of a share of the Company's Common Stock on December 31, 1996.
The closing sale price of the Common Stock of the Company on December
31, 1996 was $2.75 as reported on the NASDAQ Stock Market.
Change in Control Agreements
The Company has entered into an agreement with Robert D. Hill, the
Company's President and Chief Operating Officer, which provides that the Company
will pay Mr. Hill a severance payment equal to his current annual base salary
plus the amount of bonus paid to him in the previous year if Mr. Hill's
employment terminates following a change in control of the Company.
Director's Compensation
Each non-employee member of the Board of Directors receives an annual
fee of $25,000, plus $1,000 per Board meeting attended, as compensation for his
services. The Compny's Incentive Plan provides for the annual grant of options
to non-employee members of the Board of Directors of 2,000 options each. No
separate compensation is paid for attendance at committee meetings. All
directors are also reimbursed for certain expenses in connection with attendance
at Board and committee meetings.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee in 1996 were Charles Lynch
and James Redfern, two non-employee directors.
REPORT OF THE COMPENSATION COMMITTEE
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that incorporate by reference, in
whole or in part, subsequent filings including, without limitation, this Proxy
Statement, the following Report of the Compensation Committee and the
Performance Graph set forth on page 7 hereof shall not be deemed to be
incorporated by reference into any such filings.
The Securities and Exchange Commission's ("SEC") rules addressing
disclosure of executive compensation in proxy statements require a report from
the Compensation Committee addressing, with respect to the most recently
completed fiscal year, (a) the Company's policies regarding executive
compensation generally, (b) the factors and criteria considered in setting the
compensation of the Company's Chief Executive Officer, Kenneth R. Norton, and
(c) any relationship between such compensation and the Company's performance.
Compensation Committee
The Compensation Committee, which is currently composed of the
Company's two outside directors, is responsible for evaluating and establishing
the amount of compensation for each of the Company's executive officers, and is
also responsible for administering the Incentive Plan as discussed below. The
Compensation Committee evaluates and establishes the compensation of the
executive officers based on the policies set forth below, and will continue to
review, evaluate and develop the policies governing the Company's compensation
program.
Restrictions on Increase in Compensation Levels
Pursuant to the terms of a Revolving Loan Agreement With
Letter of Credit Facility dated March 7, 1994 between The Bank of New York and
the Company, any increase in the compensation and benefits of executive
management requires the approval of The Bank of New York.
Executive Compensation Policies
The Company's executive compensation package has historically been
based on the following principles:
5
<PAGE>
o Providing compensation to management personnel which is
competitive with the compensation paid by other companies in
the trucking industry in order to attract and retain qualified
management personnel.
o Linking a portion of executive compensation with the Company's
financial performance so that a portion of the executive
officers' compensation is at risk, based on the financial
performance of the Company; and
o Providing executive officers with an opportunity to own the
Company's Common Stock so that its executives will have a
personal interest in the increase in share value and, as a
result, have common interests with the Company's shareholders.
Because of a shortage of qualified management personnel in the trucking
industry, the Board of Directors and the Compensation Committee believes it is
important for the Company to provide a competitive compensation package to its
executive officers and key employees in order to enable the Company to attract
and retain qualified management personnel. The Board of Directors and the
Compensation Committee, however, also believe that a significant portion of the
total compensation package should be tied to the financial performance of the
Company and the achievement of pre-established performance goals.
Accordingly, the Company's executive compensation package in 1996
consisted of both cash compensation in the form of salary and cash bonuses, and
equity compensation in the form of stock options.
Salaries and Executive Incentive Program.
The Compensation Committee has historically established and
adjusted base salaries based on its review of industry surveys of salaries and
compensation in the trucking industry. The Compensation Committee has attempted
to provide base salaries to its executive officers which are competitive with
the base salaries offered by other companies in the trucking industry in order
to attract and retain qualified management personnel. The base salary levels are
also established and adjusted based on a subjective review of factors such as:
competitive trends, the overall financial performance of the Company, and the
individual performance of the executives.
The Compensation Committee has also adopted an Executive
Incentive Program for the Named Executive Officers which links a portion of the
Named Executive Officers' compensation with the financial performance of the
Company. In 1996, the Executive Incentive Program provided for pre-determined
quarterly bonuses based on the Company meeting certain financial performance
levels (as measured by income before taxes, as a percentage of revenues) during
each quarter.
Stock Plans.
The Incentive Plan provides for a variety of awards intended to provide
executive officers and key employees with an equity interest in the Company and
to link the interests of executive officers and key employees with the interests
of the shareholders of the Company. The Incentive Plan provides for the grant of
options ("Options") to purchase shares of Common Stock and corresponding stock
appreciation rights ("SARS"), restricted shares of Common Stock ("Restricted
Shares") and stock units ("Stock Units") commonly referred to as "phantom stock"
(Options, Restricted Shares, Stock Units and SARS are collectively referred to
as "Awards"). Awards under the Incentive Plan are granted by the Compensation
Committee. The maximum number of shares of Common Stock available for issuance
as Awards under the Incentive Plan is currently 370,000. Directors, managers,
key employees and others who hold positions of significant responsibility or
whose performance or potential contribution, in the judgment of the Compensation
Committee, would benefit the Company, are eligible to receive Awards under the
Incentive Plan.
The Compensation Committee has complete authority to determine the
persons to whom and the time or times at which grants of Awards will be made and
whether such Awards will be Options, SARS, Restricted Shares or Stock Units. The
Company did not grant any Options, Restricted Shares, SARS or Stock Units in
1996.
6
<PAGE>
The Company's executive officers are also eligible to participate in
the Company's Employee Stock Purchase Plan.
Chief Executive Officer Compensation for Fiscal Year 1996.
The Compensation Committee elected to maintain the same salary and the
same level of bonus awards that could be earned by Kenneth R. Norton under the
Executive Incentive Program in 1996 as were in place in 1995. Based on the
financial performance of the Company in 1996, (as measured by income before
taxes as a percentage of revenues) Kenneth R. Norton's bonus in 1996 was $0
compared to $24,375 in 1995.
The Compensation Committee elected not to grant any Awards to Kenneth
R. Norton in 1996 because of his current level of ownership of the Common Stock
of the Company.
THE BOARD OF DIRECTORS
Charles A. Lynch
James F. Redfern
Kenneth R. Norton
Robert D. Hill
James E. Otto
7
<PAGE>
PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative shareholder return
on the Company's Common Stock during 1995 and 1996 (the Company's Common Stock
first began trading on March 7, 1995) against the cumulative total return on the
CRSP Index for Nasdaq Stock Market (US Companies) and the CRSP Index for Nasdaq
Stocks (SIC 4210-4219 US Companies) (an index composed of NASDAQ companies
engaged in trucking and courier services, except air) for the same period. The
graph assumes an initial investment of $100 on March 7, 1995 with dividends
reinvested over the periods indicated.
Comparison of Cumulative Total Returns
Performance Graph for
PST Vans, Inc.
Dollars
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
Symbol Index Description 03/07/95 06/30/95 12/29/95 06/28/96 12/31/96
------ ----------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
_____ PST Vans, Inc................ 100.0 38.0 27.8 25.6 16.5
CRSP Index for Nasdaq
Stock Market (US 100.0 118.1 134.0 151.7 164.8
- - - - Companies)...................
CRSP Index for Nasdaq
........ Stocks (SIC 4210-4219)....... 100.0 86.6 78.7 89.0 89.6
- ------------ ----------------------------- ------------ ------------- -------------- ------------- --------------
</TABLE>
Notes:
A. The lines represent quarterly index levels derived from compounded daily
returns that include all dividends.
B. If the quarterly interval is not a trading day, the preceding trading
day is used.
C. The index level for all series was set to 100.0 on 03/07/95.
D. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
8
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors to file initial reports of ownership and reports of
changes in ownership with the SEC. Executive officers and directors are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, there have been no late filings.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of October 31, 1997, information with
respect to the Company's Common Stock owned beneficially by each director, by
each Named Executive Officer, by all directors and executive officers as a group
and by each person known by the Company to be a beneficial owner of more than 5%
of the outstanding Common Stock of the Company. Unless otherwise noted, each
person named has sole voting and investment power with respect to the shares
indicated.
<TABLE>
<CAPTION>
Amount and Nature of Percentage of
Name and Address of Beneficial Owners Beneficial Ownership Class (1)
- --------------------------------------------------------------------- ----------------------- --------------
<S> <C> <C>
Kenneth R. Norton (2)................................................ 1,446,773(3) 34.1%
1901 West 2100 South
Salt Lake City, Utah 84119
The Bank of New York................................................. 774,000 18.3%
One Wall Street
New York, New York 10286
MaLeCo (8) 254,500(9) 6.0%
P.O. Box 9039
Salem, Oregon 97305
Robert D. Hill (2)................................................... 39,591(4) *
Charles A. Lynch (2)................................................. 4,134(5) *
James F. Redfern (2)................................................. 6,334(6) *
All directors and Executive Officers as a group (5 persons) ......... 1,496,832(7) 34.9%
</TABLE>
- ----------------------
* Less than 1%.
(1) Based on total outstanding shares of 4,239,945 as of October 31, 1997.
(2) Director.
(3) Includes 7,450 shares held as Custodian for Mr. Norton's grandson and
10,000 shares owned by Mr. Norton's spouse.
(4) Includes 27,000 shares issuable upon exercise of presently exercisable
options.
(5) Includes 2,000 shares owned by Mr. Lynch's spouse and 1334 shares
issuable upon exercise of presently exercisable options..
(6) Includes 1334 shares issuable upon exercise of presently exercisable
options.
(7) Includes 29,668 shares issuable upon exercise of presently exercisable
options.
9
<PAGE>
(8) Information was obtained from a Form 13-D dated March 31, 1997.
(9) Shares are held by a general partnership of which C. Marvin May is the
managing partner and has sole voting and dispositive power.
Related Party Transactions
The information set forth herein briefly describes transactions between
the Company and certain affiliated parties. The Company believes that the terms
of the following transactions are comparable to the terms that could be obtained
from an unaffiliated third party for similar transactions.
In connection with the Company's Plan of Reorganization, the Company
entered into a Revolving Loan Agreement (the "Loan Agreement") with The Bank of
New York, an 18% shareholder of the Company, on March 7, 1994, pursuant to which
The Bank of New York agreed to extend credit to the Company by issuing letters
of credit for the account of the Company up to the maximum aggregate principal
amount of $8.75 million. As of December 31, 1996, letters of credit totaling
$8.75 million were outstanding under the Loan Agreement. Under the terms of the
Loan Agreement, the Company must pay a 1% annual fee on the undrawn letters of
credit. During 1996, the Company paid approximately $100,765 in fees under the
Loan Agreement.
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
Ratification of the appointment by the Board of Directors of the
independent public accountants for the Company for the current year ending
December 31, 1997 is to be voted upon at the Annual Meeting. The Board of
Directors recommends shareholder ratification of the appointment of Arthur
Andersen LLP, whose appointment has been approved, subject to shareholder
approval, by the Board of Directors. Representatives of Arthur Andersen LLP are
expected to be present at the Annual Meeting to answer any questions
shareholders may have and will be given the opportunity to make a statement if
they desire to do so.
The affirmative vote of a majority of the votes cast on this proposal
shall constitute ratification of the appointment of Arthur Andersen LLP.
The Board of Directors recommends a vote FOR the ratification of the
appointment of Arthur Andersen LLP as independent public accountants for 1997.
OTHER MATTERS
Other Business
The Board of Directors is not aware of any matter to be presented at
the Annual Meeting that is not listed in the Notice of Annual Meeting and
discussed above. If other matters should come before the Annual Meeting,
however, the proxyholders will vote in accordance with their best judgment.
Proposals of Security Holders for 1998 Annual Meeting
Shareholders desiring to submit proposals for the Proxy Statement for
the 1998 Annual Meeting will be required to submit them to the Company in
writing on or before December 31, 1997. Any shareholder proposal must also be
proper in form and substance, as determined in accordance with the Exchange Act
and the rules and regulations promulgated thereunder.
10
<PAGE>
Additional Information
A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 will be furnished without charge upon receipt of a written
request. The exhibits to that Report will also be provided upon request and
payment of copying charges. Requests should be directed to the Company
Secretary, PST Vans, Inc., 1901 West 2100 South, Salt Lake City, Utah 84119.
11
