SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 Under Section 240.14a-12
TRANSPORT CORPORATION OF AMERICA, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(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 transactions 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:
[LOGO] TRANSPORT
AMERICA
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 22, 2001
------------------
Notice is hereby given that the Annual Meeting of Shareholders of Transport
Corporation of America, Inc. will be held at the Holiday Inn Select, 2700 Pilot
Knob Road, Eagan, Minnesota, on Tuesday, May 22, 2001 at 4:00 p.m. for the
following purposes:
1. To elect five Directors.
2. To adopt and approve Transport America's 2001 Employee Stock Purchase
Plan.
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on April 2, 2001 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
By Order of the Board of Directors,
/s/ Rosalyn A. Hennen
Rosalyn A. Hennen
SECRETARY
Eagan, Minnesota
April 13, 2001
- --------------------------------------------------------------------------------
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
RETURN YOUR PROXY ON THE ENCLOSED PROXY CARD WHETHER OR NOT YOU EXPECT TO
ATTEND IN PERSON. SHAREHOLDERS WHO ATTEND THE ANNUAL MEETING MAY REVOKE THEIR
PROXIES AND VOTE IN PERSON IF THEY SO DESIRE.
- --------------------------------------------------------------------------------
TRANSPORT CORPORATION OF AMERICA, INC.
1715 YANKEE DOODLE ROAD
EAGAN, MN 55121
---------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 2001
---------------
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Transport Corporation of America, Inc. of
proxies for the Annual Meeting of Shareholders of Transport America to be held
at the Holiday Inn Select, 2700 Pilot Knob Road, Eagan, Minnesota, on Tuesday,
May 22, 2001 at 4:00 p.m., Central Daylight Time, or any adjournment or
adjournments thereof. This Proxy Statement and the enclosed proxy card are being
mailed to shareholders on or about April 13, 2001.
Transport America's Annual Report for the fiscal year ended December 31,
2000, including audited financial statements, is being mailed to shareholders
concurrently with this Proxy Statement.
The total number of shares outstanding and entitled to vote at the meeting
as of April 2, 2001 consists of 7,189,477 shares of $.01 par value common stock.
Each share of common stock is entitled to one vote and there is no cumulative
voting. Only shareholders of record at the close of business on April 2, 2001
will be entitled to vote at the Annual Meeting.
Shares represented by proxies properly signed, dated and returned will be
voted at the Annual Meeting in accordance with the instructions set forth
therein. If a proxy is properly signed but contains no such instructions, the
shares represented thereby will be voted FOR the director nominees, FOR the
adoption and approval of the 2001 Employee Stock Purchase Plan, and at the
discretion of the proxy holders as to any other matters which may properly come
before the Annual Meeting.
The presence in person or by proxy of a majority of the voting power of
shares entitled to vote at the Annual Meeting will constitute a quorum for the
transaction of business. An item of business will be approved if it receives the
affirmative vote of the holders of a majority of the shares present and entitled
to vote on that item of business. Abstentions will be treated as shares present
and entitled to vote for purposes of determining the presence of a quorum and in
tabulating votes cast on proposals presented to shareholders. Consequently,
abstentions (or "withhold authority" as to directors) will have the same effect
as a negative vote. If a broker indicates on a proxy that it does not have
authority to vote on an item of business, the shares represented by the proxy
will not be considered present and entitled to vote and, therefore, will have no
effect on the outcome of the vote.
Each proxy may be revoked at any time before it is voted by executing and
returning a proxy bearing a later date, by giving written notice of revocation
to the Secretary of Transport America or by attending the Annual Meeting and
voting in person.
1
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of Transport America is currently composed of five
members, all of whom are nominees for election at the Annual Meeting. It is the
recommendation of Transport America's Board of Directors that the five nominees
named below be reelected as directors, to serve as directors until the next
Annual Meeting of Shareholders and until their successors shall be duly elected
as directors.
Unless otherwise directed, the proxies solicited by the Board of Directors
will be voted for the election as directors of the nominees named below.
Transport America believes that each nominee named below will be able to serve,
but should any nominee be unable to serve as a director, the persons named in
the proxies have advised that they will vote for the election of such substitute
nominee as the Board may propose.
The names and ages of the nominees, and their principal occupations and
tenure as directors, are set forth below based upon information furnished to
Transport America by the nominees.
DIRECTOR
NAME AND AGE PRINCIPAL OCCUPATION SINCE
- -------------------------- ------------------------------------------ --------
Robert J. Meyers (47) Chief Executive Officer of Transport 1997
America since December 1999; President and
Chief Operating Officer of Transport
America since May 1997; Chief Financial
Officer of Transport America from January
1993 to July 1998 and from December 1998
to July 1999; and Chief Information
Officer of Transport America from January
1992 through March 2001.
Anton J. Christianson (48) Managing General Partner of Cherry Tree 1987
Investments, Inc. (a venture capital
investment company) since October 1980;
Director of Peoples Educational Holdings,
Inc. and Fair Isaac & Company, Inc.
Kenneth J. Roering (58) Pillsbury Company -- Paul S. Gerot Chair 1992
in Marketing and Professor of Marketing in
the Carlson School of Management at the
University of Minnesota since September
1981; Director of Arctic Cat Inc.,
Ravesports Inc. and Excorp Inc.
Michael J. Paxton (54) President of Sunbeam Health and Safety 1995
Company (manufacturer of home safety and
health products, a subsidiary of Sunbeam
Corporation) since September 1998;
Chairman, President and Chief Executive
Officer of O-Cedar Brands, Inc. (a
household cleaning products company) from
January 1996 to June 1998; President and
Chief Executive Officer of Haagen-Dazs
Company, Inc. (a subsidiary of Grand
Metropolitan PLC) from 1992 through 1995;
President of the Baked Goods Division of
Pillsbury Company (a subsidiary of Grand
Metropolitan PLC) from 1989 to 1992.
2
DIRECTOR
NAME AND AGE PRINCIPAL OCCUPATION SINCE
- -------------------------- ------------------------------------------ --------
William D. Slattery (58) Chairman of Transport America since 1998
December 1999; President of Shamrock
Business Group, Inc., a Minneapolis, MN,
based consulting and investment company
since October 1998; Chairman of the Cargo
Division of Northwest Airlines Corporation
from 1994 to April 1998. Prior to 1994,
Mr. Slattery held positions at Northwest
Airlines Corporation as Executive Vice
President, International, from 1992 to
1994 and as Executive Vice President,
Operations, from 1988 to 1992. Since 1997,
Mr. Slattery has also served as Chairman
of the Board of Precision Pours, Inc.
VOTE REQUIRED. The affirmative vote of a majority of the shares of
Transport America's common stock represented at the Annual Meeting in person or
by proxy and entitled to vote is required for the election of the nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
NOMINEE.
MEETINGS. During fiscal 2000, the Board of Directors met eleven times.
Each director attended more than 75% of the meetings of the Board of Directors
and any committee on which he served.
BOARD COMMITTEES. The Board of Directors has established an Audit Committee
and a Compensation Committee. The Audit Committee, which met twice during the
last fiscal year, is currently composed of Messrs. Christianson (Chairman),
Slattery and Roering. The Audit Committee meets with Transport America's
independent auditors and representatives of management to review the internal
and external financial reporting of Transport America, reviews the scope of the
independent auditors' examination, considers comments by the independent
auditors regarding internal controls and accounting procedures and management's
response to these comments and approves any material non-audit services to be
provided by Transport America's independent auditors.
A report of the Audit Committee is contained in this Proxy Statement. In
March 2000, the Board of Directors adopted an Audit Committee Charter which is
attached as Appendix A. All members of Transport America's Audit Committee are
independent directors as defined by the rules of the National Association of
Securities Dealers ("NASD") for companies listed on the Nasdaq National Market.
The Compensation Committee, which met once during the last fiscal year, is
currently composed of Messrs. Roering (Chairman), Paxton and Slattery. The
Compensation Committee reviews and makes recommendations to the Board of
Directors regarding salaries, compensation, stock options and benefits of
officers and employees. The Board of Directors has established a Stock Grant
Subcommittee of the Compensation Committee, currently composed of Messrs.
Roering and Paxton, for the purpose of granting awards under Transport America's
1986 Employee Stock Option Plan and its 1995 Stock Plan. The Stock Grant
Subcommittee acted once during the last fiscal year.
Transport America does not have a nominating committee.
DIRECTOR COMPENSATION. Each non-employee member of the Board of Directors
receives $1,500 per month, plus $1,000 per meeting, as compensation for his
service. Non-employee directors are also reimbursed for certain expenses in
connection with attendance at Board and committee meetings. In addition,
pursuant to Transport America's 1995 Stock Plan, each non-employee director of
Transport America automatically receives annually on the date of election or
reelection as a director an option to
3
purchase 4,000 shares of Transport America's common stock at an option price
equal to the fair market value of Transport America's common stock on the date
that the option is granted. All such options vest immediately and are
exercisable at any time during the five-year term or within 30 days of the date
when the director terminates his service as a director, whichever period is
shorter. The Board may, in appropriate circumstances, waive or modify the
requirement that a director exercise an option within 30 days of the date when
the director's services as a director terminate. The 1995 Stock Plan also
permits granting of additional or alternative options to directors at the
discretion of the Board. Mr. Slattery receives $8,000 per month in recognition
of his additional services as the Chairman.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER INFORMATION
The following table shows, for fiscal years 2000, 1999 and 1998, the cash
compensation paid by Transport America, as well as certain other compensation
paid or accrued for those years, to Robert J. Meyers, Transport America's Chief
Executive Officer, and to the other executive officers of Transport America
whose total cash compensation exceeded $100,000 during 2000 (together with Mr.
Meyers, the "Named Executives").
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------- ------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) STOCK OPTIONS (#) COMPENSATION ($)(2)
- --------------------------- ------ ------------ -------------- ------------------- --------------------
Robert J. Meyers 2000 300,000 -0- 77,450 1,700
Chief Executive Officer, 1999 253,846 50,000 -0- 1,600
President and Chief Operating 1998 250,000 32,500 20,000 1,600
Officer
Keith R. Klein(3) 2000 165,866 -0- 28,400 1,700
Chief Financial Officer and 1999 75,766 20,000 20,000 -0-
Chief Information Officer
Larry E. Johnson(4) 2000 115,193 -0- 18,950 1,700
Vice President of Marketing 1999 109,808 -0- 2,000 1,600
- ----------------------
(1) Represents a bonus earned for the year in which the amount is set forth in
the table, but paid the following year. Excludes any allocation of the 2000
bonus pool described in "Compensation Committee Report on Executive
Compensation."
(2) Represents Company contributions to Transport America's 401(k) Retirement
Plan.
(3) Mr. Klein joined Transport America in July 1999.
(4) Mr. Johnson was elected an officer in March 1999.
4
STOCK OPTIONS
The following table contains information concerning individual grants of
stock options to each of the Named Executives during the last fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
-------------------------------------------------------- ANNUAL RATES OF STOCK
PERCENT OF TOTAL PRICE APPRECIATION
OPTIONS OPTIONS GRANTED MARKET PRICE FOR OPTION TERM ($)
GRANTED TO EMPLOYEES IN EXERCISE ON GRANT EXPIRATION ----------------------
NAME (#)(1) FISCAL YEAR PRICE ($) DATE ($) DATE 5% 10%
- ---- ------- ---------------- --------- ------------ ---------- --------- ----------
Robert J. Meyers 77,450 39.4% 5.81 5.81 5/17/10 282,995 717,156
Keith R. Klein 28,400 14.4% 5.81 5.81 5/17/10 103,771 262,973
Larry E. Johnson 18,950 9.6% 5.81 5.81 5/17/10 69,241 175,469
- ------------------
(1) Becomes exercisable with respect to 25% of the shares of common stock
subject to the option on May 17, 2001, 2002, 2003 and 2004.
The following table sets forth information with respect to the Named
Executives concerning the exercise of options during 2000 and unexercised
options held as of December 31, 2000:
AGGREGATED OPTION EXERCISES
AND DECEMBER 31, 2000 OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT 12/31/00 (#) AT 12/31/00 ($)(1)
ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ ----------- ------------- ----------- -------------
Robert J. Meyers -0- -0- 22,623 84,117 -0- -0-
Keith R. Klein -0- -0- 6,666 41,734 -0- -0-
Larry E. Johnson -0- -0- 666 20,284 -0- -0-
- ------------------
(1) Based on a market price of $4.375 per share of common stock on December 31,
2000, none of the options were in-the-money.
CERTAIN TRANSACTIONS
During fiscal 2000, Transport America paid MicroMation, Inc. $151,710 for
information technology services. Robert J. Meyers, Transport America's President
and CEO, is a founder, former executive officer and a current shareholder of
MicroMation, Inc.
In 2000, Transport America paid $125,000 to the brother of David L. Carter,
Transport America's Vice President of Risk Management, for services rendered as
an independent master contractor. The rates paid to him were determined on an
arms length basis and are the same as those paid to Transport America's other
independent contractors.
CHANGE IN CONTROL/SEVERANCE AGREEMENTS
In 1999, Transport America signed Change in Control/Severance Agreements
with its executive officers and certain other key employees. These agreements
entitle the executive officer or employee to
5
receive payments and benefits from Transport America if the individual is
terminated for certain reasons within 24 months of a change of control in
Transport America. These reasons include termination by Transport America
without cause or termination by the individual for good reason, such as
reduction in base pay or benefits or assignment of duties inconsistent with the
individual's status or position prior to the change of control. If the payment
obligations are triggered, Mr. Meyers would be entitled to receive as severance
payment an amount equaling two times his annual compensation, Mr. Klein would be
entitled to receive as severance payment an amount equaling his annual
compensation, and Mr. Johnson would be entitled to receive as severance payment
six times his monthly compensation. In addition, they would be entitled to
receive continuation of their benefits for the duration of their severance
payments, up to $10,000 for individual outplacement counseling, and legal fees
for resulting in contesting any termination or enforcing the Change in
Control/Severance Agreement.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of Transport America's executives are made by the
Compensation Committee of the Board consisting of Messrs. Roering (Chairman),
Paxton and Slattery. All decisions by the Compensation Committee relating to the
compensation of Transport America's executive officers were during 2000 and will
in 2001 be reviewed by the full Board. Pursuant to rules promulgated by the
Securities and Exchange Commission ("SEC") designed to enhance disclosure of
companies' policies with regard to executive compensation, set forth below is a
report submitted by the Compensation Committee addressing Transport America's
compensation policies for 2000 as they affected Mr. Meyers, Transport America's
President and Chief Executive Officer, and Keith R. Klein and Larry E. Johnson,
the executive officers other than the Chief Executive Officer who, for 2000,
were Transport America's only executive officers whose compensation exceeded
$100,000 (together, the "Named Executives").
The following report 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 (the "1933 Act") or the Securities
Exchange Act of 1934 (the "1934 Act"), except to the extent that Transport
America specifically incorporates this information by reference, and shall not
otherwise be deemed filed under the 1933 Act or the 1934 Act.
COMPENSATION PHILOSOPHY. The Compensation Committee's executive
compensation policies are designed to reflect the following objectives: payment
for actual performance; attraction and retention of executives who contribute to
the success of Transport America; payments commensurate with the best companies
in the truckload industry; and alignment of the interests of management with
those of stockholders.
BASE SALARY. The Compensation Committee annually reviews each officer's
salary, including those of the Named Executives. In determining the base salary
levels, the Compensation Committee considers levels of responsibility,
experience, equity, external pay practices and industry trends. With respect to
external pay practices, the Compensation Committee reviews the base salaries
paid by Transport America to a survey of national, public transportation
companies. Transport America attempts to maintain base salary levels which it
believes allows Transport America to attract and retain the quality of executive
talent needed.
ANNUAL BONUS. The Compensation Committee established the 2000 Executive
Compensation Plan, an annual bonus plan for Transport America's management,
including the Named Executives, for 2000. Under this plan, the Named Executives
were eligible to receive an annual bonus based on improvement of Transport
America's actual operating ratio over pre-established minimum and target
operating ratios. The amount of bonuses were scheduled to increase as the
operating ratios improved up to a maximum
6
of approximately 50% of base salary. For fiscal 2000, no bonuses were paid under
the Plan. However, the Compensation Committee authorized a bonus pool of $55,200
in recognition of other management contributions in fiscal 2000 and directed the
Chief Executive Officer to allocate the pool, in his discretion, among certain
officers of the Company, including the Named Executives. As of fiscal year-end,
the pool had not been allocated.
LONG-TERM INCENTIVES. To align the interests of management with those of
shareholders the Compensation Committee has instituted a long-term incentive
program which consists of periodic discretionary grants of stock options to key
employees, including the Named Executives. To foster a longer-term perspective,
stock options typically vest over a four-year period. In 2000, the Named
Executives, received options to purchase Transport America's common stock as
follows: Mr. Meyers, 77,450 shares; Mr. Klein, 28,400 shares; and Mr. Johnson,
18,950 shares.
OTHER COMPENSATION PROGRAMS. Transport America maintains certain
broad-based employee benefit plans in which its executive officers, including
the Named Executives, have been permitted to participate, including retirement,
life and health insurance plans. Transport America's retirement plan consists of
a 401(k) employee saving plan which allows employees to make pre-tax
contributions, and in which Transport America may, at its discretion, match a
portion of the employee contributions. During 2000, Transport America
contributed amounts equal to one-fourth of the employee deferrals, up to 1% of
each participant's compensation. Other non-cash compensation benefits are
provided to the Named Executives. None of these benefits are directly or
indirectly tied to Transport America's performance. In 1996, Transport America
instituted an Employee Stock Purchase Plan which allows all Transport America
employees who meet certain eligibility requirements to purchase Transport
America stock at a discount from market. The Named Executives were eligible to
participate in the Plan during 2000 and, assuming the shareholders approve the
2001 Employee Stock Purchase Plan proposed for adoption at the Annual Meeting
this year, the Named Executives will be eligible to participate in the new 2001
Plan.
MR. MEYERS' 2000 COMPENSATION. Mr. Meyers' annual base salary for 2000,
determined on the same basis as the other Named Executives, was $300,000.
SUBMITTED BY THE COMPENSATION COMMITTEE
OF TRANSPORT AMERICA'S BOARD OF DIRECTORS
Kenneth J. Roering Michael J. Paxton William D. Slattery
7
PERFORMANCE GRAPH
In accordance with the rules of the SEC, the following performance graph
compares performance of Transport America's common stock on the Nasdaq National
Market to the S&P 500 Index and to the ABS Truckload Index prepared by Deutsche
Banc Alex. Brown Incorporated. The graph compares the cumulative total return
from December 29, 1995 to December 31, 2000 on $100 invested on December 29,
1995, assumes reinvestment of all dividends and has been adjusted to reflect
stock splits. The performance graph is not necessarily indicative of future
investment performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
[PLOT POINTS CHART]
Transport America Standard & Poor's ABS Truckload Index*
----------------- ----------------- --------------------
12/29/95 100.00 100.00 100.00
6/28/96 109.78 108.88 123.49
12/27/96 88.04 122.87 126.57
6/27/97 117.39 144.06 158.44
12/26/97 139.13 152.04 167.57
6/26/98 147.83 183.98 199.43
12/31/98 104.35 199.57 219.47
6/25/99 103.80 213.55 196.25
12/31/99 108.15 238.54 193.57
6/30/2000 56.52 236.16 197.13
12/29/2000 38.04 214.36 249.58
- ------------------
*The ABS Truckload Index includes CVTI, HTLD, JBHT, KNGT, LAND, LSTR, MSCA,
SWFT, XPRSA and WERN.
The performance graph above shall not be deemed incorporated by reference
by any general statement incorporating by reference this Annual Report on Form
10-K into any filing under the 1933 Act or the 1934 Act, except to the extent
that Transport America specifically incorporates this information by reference,
and shall not otherwise be deemed filed under the 1933 Act or the 1934 Act.
8
BENEFICIAL OWNERSHIP OF
COMMON STOCK
The following table presents information provided to Transport America as
to the beneficial ownership of Transport America's common stock as of April 2,
2001 by (i) the only shareholders known to Transport America to hold 5% or more
of such stock, (ii) each of the directors and Named Executives of Transport
America and (iii) all directors and officers as a group. Unless otherwise
indicated, all shares represent sole voting and investment power.
PERCENT OF
COMMON STOCK OUTSTANDING SHARES
BENEFICIAL OWNERS BENEFICIALLY OWNED OF COMMON STOCK
- ----------------- ------------------ ------------------
Wellington Management Company, LLP(3) ........................ 823,000 11.5%
75 State Street
Boston, MA 02109
Central Securities Corporation ............................... 533,757 7.4%
375 Park Avenue
New York, NY 10152
T. Rowe Price Associates, Inc.(4) ............................ 731,300 10.2%
100 East Pratt Street
Baltimore, MD 21202
Anton J. Christianson(1)(2) .................................. 38,292 *
Michael J. Paxton(1) ......................................... 17,200 *
Kenneth J. Roering(1) ........................................ 99,900 1.4%
Robert J. Meyers(1)(5) ....................................... 166,980 2.3%
William D. Slattery(1) ....................................... 32,000 *
Keith R. Klein(1) ............................................ 8,667 *
Larry E. Johnson(1) .......................................... 28,154 *
All officers and directors as a group (ten persons)(1)(2) .... 398,235 5.5%
- ---------------------
* Less than 1%
(1) Includes the following shares which may be purchased within 60 days from
the date hereof pursuant to the exercise of outstanding options: Mr.
Meyers, 13,334 shares, Mr. Paxton, 16,000 shares, Dr. Roering, 16,000
shares; Mr. Slattery, 32,000 shares; Mr. Christianson, 4,000 shares; Mr.
Klein, 6,667 shares; Mr. Johnson, 1,334 shares; and all officers and
directors as a group, 93,337 shares.
(2) 33,856 shares indicated as being owned by Mr. Christianson are owned by
Adam Smith Growth Partners, of which Mr. Christianson is the Chairman and
exercises voting and investment discretion over the shares.
(3) Based on information contained in a Schedule 13G filed with the Securities
and Exchange Commission.
(4) Based on information contained in a Schedule 13G filed with the Securities
and Exchange Commission. T. Rowe Price Associates, Inc. ("Price
Associates") has advised Transport America that these securities are owned
by various individual and institutional investors (including T. Rowe Price
Small-Cap Value Fund, Inc. which owns 540,000 shares, representing 7.5% of
the shares outstanding) to which Price Associates serves as investment
advisor with power to direct investments and/or sole power to vote the
securities. For purposes of the reporting requirements of the Securities
Exchange Act of 1934, Price Associates is deemed to be a beneficial owner
of such securities; however, Price Associates expressly disclaims that it
is, in fact, the beneficial owner of such securities.
(5) Includes 18,750 shares owned by spouse, as to which Mr. Meyers disclaims
beneficial ownership.
9
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon its review of Forms 3, 4 and 5 and any amendments thereto
furnished to Transport America pursuant to Section 16 of the 1934 Act, Transport
America believes all of such forms were filed on a timely basis by reporting
persons during the fiscal year ended December 31, 2000, except that late Forms 5
were filed for all officer and director option grants in fiscal 2000 and David
L. Carter filed a late Form 5 for a sale of his stock in 2000.
PROPOSAL 2
APPROVAL OF THE 2001
EMPLOYEE STOCK PURCHASE PLAN
The Board of Directors, on November 29, 2000, adopted the Transport
Corporation of America, Inc. 2001 Employee Stock Purchase Plan (the "ESPP"),
subject to approval by the shareholders. The purpose of the ESPP is to
facilitate the purchase by employees of shares of common stock in Transport
America in order to provide a greater community of interest between Transport
America and its employees. In general, the ESPP permits employees to purchase
shares of common stock of Transport America at a price equal to the lesser of
85% of the value of the common stock on the commencement date of a phase (the
"Commencement Date") or 85% of the value of a share of common stock on the date
of termination of a phase (the "Termination Date"). Each year during the term of
the ESPP shall reflect two phases, the first commencing on January 1 and
terminating on June 30 and the second phase commencing on July 1 and terminating
on December 31. The effective date of the ESPP was January 1, 2001 and it will
terminate on December 31, 2010.
There are 100,000 shares of Transport America's common stock, $.01 par
value, reserved for issuance under the ESPP. The shareholders of Transport
America had previously approved the 1996 Employee Stock Purchase Plan which
terminated on December 31, 2000, at which time there remained 73,603 shares
unissued under the 1996 Plan. Eligible employees will not pay any consideration
to Transport America in order to receive the options. Approximately 1,130
employees, including officers who are less than 5% owners (currently, all
officers), are eligible to participate under the ESPP. The purchase price per
share of common stock for the first phase of the ESPP will be the lesser of
$3.72 (85% of the value of a share of common stock calculated as of January 1,
2001, the Commencement Date of the first phase of the ESPP), or 85% of the
closing price of a share of common stock on the Nasdaq National Market on June
30, 2001 (the Termination Date of the first phase).
TERM OF PLAN. The ESPP will terminate on December 31, 2010. No phase may
run concurrently, but a phase may commence immediately after the termination of
a preceding phase.
ELIGIBILITY. Any employee of Transport America and its domestic
subsidiaries who is regularly scheduled for more than 20 hours per week and has
completed at least one year of service prior to the Commencement Date of the
applicable phase is eligible to participate in the ESPP. Notwithstanding
anything to the contrary in the ESPP, no employee may be granted an option under
the ESPP to purchase shares of common stock if such employee, immediately after
the grant of the option, would own stock (including shares subject to the
option) possessing 5% or more of the total combined voting power or value of all
classes of issued and outstanding stock of Transport America. In addition, no
participant may be granted an option to purchase shares of common stock that
permit the participant to purchase shares in any calendar year under the ESPP
with an aggregate fair market value in excess of $25,000 or with the number of
shares exceeding 20,000 shares per phase. By action of the respective boards of
directors, employees of any subsidiary of Transport America also may
participate.
10
PARTICIPATION. Eligible employees elect to participate in the ESPP by
completing payroll deduction authorization forms on the Commencement Date of the
applicable phase of the ESPP. Payroll deductions are limited to 10% of a
participant's base pay for the applicable phase of the ESPP and the minimum
authorization is $10 per pay period. After the Commencement Date of a phase,
participants cannot increase or decrease the amount of payroll deductions, but
may withdraw from participation during the phase, as described below.
TERMS AND CONDITIONS OF OPTIONS. As of the Commencement Date of the
applicable phase of the ESPP, an eligible employee who elects to participate in
the ESPP shall be granted an option for as many full shares as he or she will be
able to purchase pursuant to the payroll deduction procedure. The option price
for employees who participate on a particular Commencement Date shall be the
lesser of: (i) 85% of the fair market value of the shares on the Commencement
Date, or (ii) 85% of the fair market value of the shares on the Termination Date
of the applicable phase of the ESPP. The number of shares that may be purchased
at the end of the applicable phase is determined by dividing each participant's
payroll deduction by the applicable option price and rounding down to the
nearest whole share. Any amount remaining is refunded to the participant,
without interest.
EXERCISE AND WITHDRAWAL. Exercise of the option occurs automatically on a
particular Termination Date, unless a participant gives written notice prior to
such date as to an election not to exercise. A participant may, at any time
during the applicable phase of the ESPP, give notice that he or she does not
wish to continue to participate, and all amounts withheld will be refunded
without interest accrued thereon.
ADMINISTRATION AND AMENDMENT. The ESPP shall be administered by a Committee
consisting of not less than two members who shall be appointed by the Board of
Directors. Each member of such Committee shall be either a director, officer or
an employee of Transport America. The Board of Directors may at any time amend
the ESPP, except that no amendment may make changes in options already granted
which would adversely affect the rights of any participant.
INCOME TAX CONSEQUENCES. The ESPP is intended to qualify as an "Employee
Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). Neither the grant nor the exercise of an option to
purchase shares under the ESPP will have any tax consequences to the
participants or to Transport America. If a participant holds the shares acquired
upon the exercise of his or her options for more than two years from the date
the option is granted and one year from the time the shares are received, then
amounts realized by the participant on a sale or other disposition of the shares
will be ordinary income in the amount by which the lesser of (a) the fair market
value of the shares at the date of disposition or (b) the fair market value of
the shares at the date of grant of the option exceeds the price paid by the
participant for the shares. Any further gain is treated as long-term capital
gain. If a participant holds shares purchased under the ESPP at the time of his
or her death, the required holding periods will automatically be deemed to have
been satisfied and ordinary income must be realized by the participant in the
amount by which the lesser of (a) the fair market value of the shares at the
time of death or (b) the fair market value of the shares at the date of grant of
the option exceeds the price paid by the participant for the shares. Transport
America is not entitled to any deduction if the holding period requirements are
satisfied. If a participant sells or otherwise disposes of the shares purchased
under the ESPP before the holding period requirements are satisfied, the
participant will realize as ordinary income the excess of the fair market value
of the shares on the date of exercise of the option over the price paid by the
participant for the shares; the difference between the proceeds of sale and the
fair market value of the shares on the date of exercise will be treated as
long-term or short-term capital gain or loss, as the case may be. Transport
America is entitled to a tax deduction only to the extent the participant
realizes ordinary income as a result of the early disposition.
11
CERTAIN BENEFITS. The following table specifies the number of shares of
common stock subscribed for by the Named Executives and certain groups under the
ESPP for the initial phase and the value of the discounted purchase price
assuming all shares of common stock subscribed for are purchased and assuming a
value per share of common stock of $3.72 (85% of the fair market value of the
shares on the Commencement Date on the first phase on January 1, 2001):
NEW PLAN BENEFITS
EMPLOYEE STOCK PURCHASE PLAN
NUMBER OF
DOLLAR SHARES OF
NAME VALUE(1) COMMON STOCK(1)
- ---- -------- ---------------
Robert J. Meyers ........................ $1,762 2,690
Keith R. Klein .......................... 686 1,048
Larry E. Johnson ........................ -0- -0-
Executive Group ......................... 2,448 3,738
Non-Executive Director Group(2) ......... N/A N/A
Non-Executive Employee Group ............ 3,172 4,843
------ -----
Total .................................. $5,621 8,581
====== =====
- --------------------
(1) The Number of Shares of Common Stock column represents the number of shares
purchasable based on the amount of payroll deductions being withheld in the
first phase of the ESPP, assuming the purchase price will be 85% of the
value of the common stock on the Commencement Date. The Dollar Value column
represents such Number times the difference between $4.375, the closing
price of the common stock on the Commencement Date (which is also the
effective date of the ESPP), and $3.72, the purchase price on the
Commencement Date.
(2) Not eligible to participate.
VOTE REQUIRED. Shareholder approval of the adoption of the 2001 Employee
Stock Purchase Plan requires the affirmative vote of the holders of a majority
of the shares of common stock represented at the Annual Meeting in person or by
proxy and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ADOPTION AND APPROVAL OF THE
ESPP.
AUDITORS
KPMG LLP, independent certified public accountants, were the auditors for
Transport America for fiscal 2000. The Audit Committee will consider the
selection of auditors for fiscal 2001 after the Annual Meeting of Shareholders
and currently expects to recommend KPMG LLP. A representative of KPMG LLP is
expected to be present at the Annual Meeting and will be available to respond to
appropriate questions.
AUDIT FEES
Transport America's paid KPMG LLP an aggregate of $98,500 for the annual
audit for fiscal year 2000 and for the review of Transport America's financial
statements included in Transport America's Quarterly reports on Form 10-Q for
the fiscal year 2000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
KPMG LLP did not render any professional services to Transport America in
fiscal year 2000 with respect to financial information systems design and
implementation.
12
ALL OTHER FEES
Transport America paid KPMG LLP an aggregate of $40,400 for services
provided in connection with tax, acquisition and accounting related services.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of Transport America is
composed of three independent directors and operates under a written charter
adopted by the Board of Directors. The written charter is attached to the Proxy
Statement, of which this report is a part, as Appendix A. Management is
responsible for Transport America's internal control and the financial reporting
process. The independent auditors are responsible for performing an independent
audit of Transport America's consolidated financial statements in accordance
with auditing standards generally accepted in the United States and to issue a
report thereon. The Committee's responsibility is to monitor and oversee these
processes.
In this context, the Committee has met and held discussions with management
and the independent auditors. Management represented to the Committee that
Transport America's consolidated financial statements were prepared in
accordance with accounting principles generally accepted in the United States,
and the Committee has reviewed and discussed the consolidated financial
statements with management and the independent auditors. The Committee discussed
with the independent auditors matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees). Transport
America's independent auditors also provided to the Committee the written
disclosures required by Independence Standard No. 1 (Independence Discussions
with Audit Committees), and the Committee reviewed the fees indicated above and
discussed with the independent auditors that firm's independence.
Based upon Committee's discussion with management and the independent
auditors and the Committee's review of the representation of management and the
report of the independent auditors, the Committee recommended that the Board of
Directors include the audited consolidated financial statements in Transport
America's Annual Report on Form 10-K for the year ended December 31, 2000 filed
with the Securities and Exchange Commission.
Anton J. Christianson (Chair)
William D. Slattery
Kenneth J. Roering
13
SHAREHOLDER PROPOSALS
The proxy rules of the SEC permit shareholders, after timely notice to a
company, to present proposals for shareholder action in a company's proxy
statement where such proposals are consistent with applicable law, pertain to
matters appropriate for shareholder action and are not properly omitted by
corporate action in accordance with the proxy rules. Transport America's Annual
Meeting of Shareholders for the fiscal year ending December 31, 2001 is expected
to be held on or about May 21, 2002 and proxy materials in connection with that
meeting are expected to be mailed on or about April 12, 2002. Shareholder
proposals prepared in accordance with the proxy rules must be received by
Transport America on or before December 15, 2001. In addition, if Transport
America receives notice of a separate shareholder proposal after February 27,
2002, such proposal will be considered untimely pursuant to Rules 14a-4 and
14a-5(e) and the persons named as proxies solicited by the Board of Directors of
Transport America for its 2002 Annual Meeting of Shareholders may exercise
discretionary voting power with respect to such proposal.
METHOD OF PROXY SOLICITATION
The entire cost of preparing, assembling, printing and mailing the Notice
of Annual Meeting of Shareholders, this Proxy Statement, the proxy itself, and
the cost of soliciting proxies relating to the meeting will be borne by
Transport America. In addition to use of the mails, proxies may be solicited by
officers, directors, and other regular employees of Transport America by
telephone, telegraph, or personal solicitation, and no additional compensation
will be paid to such individuals. Transport America will, if requested,
reimburse banks, brokerage houses, and other custodians, nominees and certain
fiduciaries for their reasonable expenses incurred in mailing proxy material to
their principals.
OTHER MATTERS
The Board of Directors knows of no business other than that described
herein that will be presented for consideration at the Annual Meeting. If,
however, other business shall properly come before the Annual Meeting, the
persons in the enclosed form of proxy intend to vote the shares represented by
said proxies on such matters in accordance with their judgment in the best
interest of Transport America.
The Annual Report of Transport America for the past fiscal year is enclosed
herewith and contains Transport America's Consolidated Financial Statements for
the fiscal year ended December 31, 2000. A copy of Form 10-K, the Annual Report
filed by Transport America with the SEC, together with any specifically
requested exhibits, will be furnished without charge to any shareholder who
requests it in writing from Transport America, at the address noted on the first
page of this Proxy Statement.
By Order of the Board of Directors,
/s/ Rosalyn A. Hennen
Rosalyn A. Hennen
SECRETARY
14
APPENDIX A
TRANSPORT CORPORATION OF AMERICA, INC.
AUDIT COMMITTEE CHARTER
I. ORGANIZATION
1. MEMBERSHIP. The Audit Committee of the Board of Directors of this
Corporation will at all times consist of at least three directors
appointed by the Board of Directors of this Corporation, each member
to serve until his or her successor is duly elected, or until his or
her earlier death, resignation or removal by the Board of Directors.
2. QUALIFICATIONS.
(A) FINANCIAL LITERACY. All members of the Audit Committee must be
financially literate, or must be able to become financially
literate within a reasonable period after his or her appointment
to the Audit Committee. At least one member of the Audit
Committee must have accounting, finance or related financial
management expertise or experience, or related professional
degree or certification.
(B) INDEPENDENCE. Except as provided in the next sentence, all
members of the Audit Committee must be independent directors
(within the meaning of the applicable rules of the National
Association of Securities Dealers, Inc. ("NASD") and free of any
relationship which, in the opinion of the Board of Directors,
would interfere with the exercise of independent judgment of the
member in carrying out the responsibilities of a director of this
Corporation. The Board of Directors may, if necessary, appoint
one member to the Audit Committee who is not an employee of the
Corporation and does not qualify under applicable NASD rules as
"independent." However, if the Board of Directors appoints a
director to the Audit Committee who is not independent within the
meaning of the rules of the NASD governing such matters, such
appointment shall be made only in strict compliance with the
rules governing appointment of non-independent members.
(C) MISCELLANEOUS. All members and prospective members must respond
to such reasonable inquiries as the Board of Directors deems
appropriate to ascertain the qualifications of a member or a
prospective member of the Audit Committee.
3. MEETINGS.
(A) FREQUENCY. The Audit Committee shall meet during each fiscal year
of this Corporation as frequently as the Committee deems, in its
reasonable judgment, to be appropriate.
(B) AGENDA AND NOTICE. The Chief Financial Officer (non-voting
attendee) and the Chairman of the Audit Committee shall establish
the meeting dates and the meeting agenda and send proper notice
of each Audit Committee meeting to each member prior to each
meeting.
(C) CHAIR. The Board of Directors shall designate a Chair of the
Audit Committee.
A-1
II. STATEMENT OF POLICY
The Audit Committee shall assist the Board of Directors in fulfilling the
oversight responsibilities of the Board of Directors relating to corporate
accounting, financial reporting practices, and the quality and integrity of the
financial reports of this Corporation. The Audit Committee shall periodically
review the financial reports of this Corporation; the internal controls
regarding finance and accounting and compliance with applicable rules and
regulations; and the adequacy and appropriateness of the overall auditing,
accounting and financial reporting processes of this Corporation. The Audit
Committee shall foster and encourage continuous improvement of and adherence to
the Corporation's internal policies and to applicable rules and regulations that
affect auditing, accounting and financial reporting matters. The Audit Committee
shall also foster and provide open avenues of communications by and among the
Corporation's management, independent public accountants, finance department and
the Board of Directors.
III. RESPONSIBILITIES
1. SELECTION AND DISENGAGEMENT OF INDEPENDENT AUDITORS. The Audit
Committee is expected to review and recommend to the Board of
Directors the independent auditors to be selected to audit and review
the financial statements of this Corporation and its subsidiaries. The
Audit Committee shall also recommend to the Board of Directors the
disengagement of previously selected independent auditors, if the
Committee determines that disengagement is warranted, and shall
provide the reasons for recommending disengagement. Final selection
and disengagement of independent auditors shall always be made by the
Board of Directors. If the Board of Directors so determines in its
sole discretion, or if required by this Corporation's Articles or
Bylaws, the selection of independent auditors shall be submitted for
ratification by this Corporation's shareholders. The Audit Committee
shall also review and approve the compensation to be paid to the
independent auditors.
2. INDEPENDENCE OF INDEPENDENT AUDITORS. The Audit Committee is expected
to confirm the independence of the independent auditors selected,
including a prior review and approval of any management, consulting or
other services and fees provided by, or paid to, the independent
auditors. The Audit Committee must confirm receipt from the
independent auditors a formal written statement delineating all
relationships between this Corporation and the independent auditors,
consistent with Independence Standards Board Standard 1. The Audit
Committee must actively engage in a dialogue with the auditors with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the auditors and shall take, or
recommend that the full Board of Directors take, appropriate action to
oversee the independence of the auditors.
3. ACCOUNTABILITY OF AUDITORS. The independent auditors shall be
accountable to the Audit Committee and to the full Board of Directors
as representatives of the Corporation's shareholders.
4. OPEN COMMUNICATIONS. The Audit Committee is expected to provide and
facilitate an open avenue of communications between the independent
auditors, the Board of Directors, senior management and the
Corporation's finance department. The Audit Committee shall also
provide and facilitate sufficient opportunity for the internal and
independent auditors to meet with members of the Audit Committee
without members of the management present.
A-2
5. ANNUAL REVIEW OF THIS CHARTER. The Audit Committee is expected to, at
least annually, review and reassess the adequacy of this Audit
Committee Charter.
6. ANNUAL AUDIT REVIEW. The Audit Committee is expected to review with
management and the independent auditors the Corporation's financial
statements (including footnotes) for each fiscal year, together with
the independent auditor's audit and audit report thereon. In
performing such review, the Audit Committee shall review the scope of
the audit, the audit procedures utilized, any difficulties or disputes
encountered during the audit, any changes in accounting practices or
principles, and any other matters related to the conduct of the audit
brought to the Audit Committee's attention by management or the
independent auditors, or which are raised by members of the Audit
Committee. In connection with the annual reviews, the Audit Committee
shall inquire about and review with management and the independent
auditors any significant risks or exposures faced by the Corporation
and discuss with management the steps taken to minimize such risk or
exposure. Such risks and exposures include, but are not limited to,
threatened and pending litigation, claims against the Corporation, tax
matters, regulatory compliance and correspondence from regulatory
authorities, environmental exposure, and rules and regulations
governing internal controls and financial reporting.
7. REVIEW OF INTERNAL CONTROLS. The Audit Committee is expected to
consider and review with management and the independent auditors the
adequacy of this Corporation's internal controls, including
information systems control and security and bookkeeping controls. The
Audit Committee shall also review in this regard any findings and
recommendations of the independent auditors, including their
management letters.
8. REVIEW AUDIT SCOPE. The Audit Committee is expected to consider and
review with management and the independent auditors the scope of the
audit for the current fiscal year and the plan of the independent
auditors in conducting the audit.
9. AUDIT COMMITTEE REPORT. The Audit Committee shall prepare an Audit
Committee Report for inclusion in this Corporation's Proxy Statement
for each annual meeting of shareholders occurring after December 15,
2000 pursuant to the rules governing such Reports.
10. LEGAL COMPLIANCE; INVESTIGATIONS. In connection with the annual
review, the Audit Committee is expected to inquire about and review
with management any legal and regulatory matters that may have a
material impact on the Corporation's financial statements or financial
reporting practices. The Audit Committee shall have the authority to
initiate and conduct investigations to matters within the scope of the
Audit Committee's responsibilities.
11. LEGAL COUNSEL AND OTHER EXPERTS. The Audit Committee may consult with
the Corporation's legal counsel at such times as the Audit Committee
deems appropriate. The Audit Committee shall have the authority to
engage independent counsel or accountants or other experts to assist
it in the performance of its duties or the conduct of any
investigation the Audit Committee has undertaken.
12. REPORTS TO THE BOARD OF DIRECTORS. The Audit Committee is expected to
report regularly to the Board of Directors of the Corporation
regarding the meetings of the Audit Committee with such
recommendations to the Board of Directors as the Audit Committee deems
appropriate. The Audit Committee shall keep minutes of its meetings
and submit such minutes to the Board of Directors.
A-3
13. OTHER RESPONSIBILITIES. The Audit Committee is expected to perform
such other duties as may be required by law or requested by the Board
of Directors or deemed appropriate by the Audit Committee. Any member
of the Audit Committee or management of this Corporation is authorized
to certify to the NASD this Corporation's compliance with rules
governing audit committees in such form as the NASD may prescribe.
This Audit Committee Charter was approved by the Board of Directors of this
Corporation on March 13, 2000.
A-4
TRANSPORT CORPORATION OF AMERICA, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 2001
4:00 P.M.
HOLIDAY INN SELECT
2700 PILOT KNOB ROAD
EAGAN, MINNESOTA
TRANSPORT CORPORATION OF AMERICA, INC.
1715 YANKEE DOODLE ROAD, EAGAN, MN 55121 PROXY
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD MAY 22, 2001 OR ANY ADJOURNMENT OR ADJOURNMENTS
THEREOF.
The shares of stock of Transport Corporation of America, Inc. you hold will be
voted as you specify on the reverse side.
By signing the proxy, you revoke all prior proxies and appoint William D.
Slattery and Kenneth J. Roering, or either of them, as proxies with full power
of substitution, to vote all shares of stock of Transport Corporation of
America, Inc. of record in the name of the undersigned at the close of business
on April 2, 2001 at the Annual Meeting of Shareholders and all adjournments.
SEE REVERSE FOR VOTING INSTRUCTIONS.
[ARROW] PLEASE DETACH HERE [ARROW]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
1. Election of directors: 01 Robert J. Meyers 04 Michael J. Paxton [ ] Vote FOR [ ] Vote WITHHELD
02 Anton J. Christianson 05 William D. Slattery all nominees from all nominees
03 Kenneth J. Roering (except as marked)
____________________________________________
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, | |
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.) |____________________________________________|
2. Adoption and approval of the Transport America 2001 Employee Stock
Purchase Plan. [ ] For [ ] Against [ ] Abstain
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR PROPOSALS ONE AND
TWO AND, IN THE DISCRETION OF THE PROXIES, ON ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF.
Address Change? Mark Box [ ]
Indicate changes below: Date ________________________________
____________________________________________
| |
| |
|____________________________________________|
Signature(s) in Box
Please sign exactly as your name(s) appear on
Proxy. If held in joint tenancy, all persons
must sign. Trustees, administrators, etc.,
should include title and authority.
Corporations should provide full name of
corporation and title of authorized officer
signing the proxy.