UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A1
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)For the
fiscal year ended December 31, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the transition period from __________ to __________
Commission file number 0-23210
TRISM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3491658
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
4174 Jiles Road, Kennesaw, Georgia 30144
(Address of principal executive offices) (Zip Code)
(770) 795-4600
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.01
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[ ] Yes [X] No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-
affiliates of the registrant, computed by reference to the
closing sales price as quoted on NASDAQ on February 28, 1997 was
$14,611,362.
As of February 28, 1997, 5,737,337 shares of TRISM, Inc.'s Common
Stock, par value $.01 per share, were outstanding.
The Registrant's Form 10-K for the year ended December 31, 1996,
as filed March 28, 1997, is hereby amended to include the
following items.
Item 10. Directors and Executive Officers of the Registrant.
The following provides information about each Director of the
Company as of March 1, 1997, including data on the business
backgrounds, and the names of public companies and other selected
entities for which they also serve as directors. All Directors
of the Company hold office until the next Annual Meting of
Stockholders and until the election and qualification of their
successor. All of the Directors were elected by the stockholders
of the Company at the 1996 Annual Meeting of Stockholders.
James M. Revie, age 60, has been the Chairman of the Board of
Directors of the Company since May 1993, a Director since August
1992 and Chief Executive Officer of the Company since August
1995. He was a Vice Chairman of Scott-Macon, Ltd., New York, NY,
an investment banking firm, from February 1991 until March 31,
1995.
John J. Kilcullen, age 55 was a Director and the President and
Chief Operating Officer of the Company from August 1995 until his
resignation on May 31, 1997. He was President and Chief
Executive Officer of Chemical Lehman Tank Lines, Inc., a
transportation company, for more than five years prior to August
1995.
E. Virgil Conway, age 67, has been a Director of the Company
since June 1994. He has been Chairman of the Metropolitan
Transportation Authority, New York, NY, a public transportation
agency, since April 1995. He was the Chairman of the Financial
Accounting Standards Advisory Council from May 1992 until July
1995. He has been a financial consultant since April 1989. Mr.
Conway is a director of the Union Pacific Corporation, a
transportation company, of Accuhealth, Inc., Bronx, NY, a home
injection firm, and of the Centennial Insurance Company, a
property and casualty company. He is a member of the Board of
Trustees of Consolidated Edison Company of New York, Inc., an
electric company, of Atlantic Mutual Insurance Company, of HRE
Properties, Inc., an equity fund, and of several mutual funds
managed by Phoenix Home Mutual Insurance Company.
Julian H. Gingold, age 60, has been a Director of the Company
since January 1993. He has been a Senior Vice President of Dean
Witter Reynolds, Inc., New York, NY, a stock brokerage firm, for
more than the prior five years.
James F. Higgins, age 65, has been a Director of the Company
since January 1993. He has been a Vice President of Finance and
Administration of Hillside Industries Incorporated, a holding
company, for more than the prior five years.
William M. Legg, age 52, has been a Director of the Company since
June 1994. He has been a Managing Director of Alex. Brown & Sons
Incorporated, Baltimore, MD, an investment banking firm, for more
than the prior five years. Mr. Legg is a director of Federal
Armored Express, Inc., a transportation company, and a member of
the Business Advisory Boards of the Northwestern University
Transportation Center and the Massachusetts Institute of
Technology Transportation Center.
John L. Ray, age 53, has been a Director of the Company since
January 1990. He was the Chairman of the Board of Directors of
the Company from January 1990 to May 1993. He has been a
consultant to Capital Growth Monitoring, Inc., a financial
advisory company, since January 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.
Norman Gross, age 68 was a Director of the Company from January
1993 until May 1997. Mr. Gross has been President of Norman
Gross Associates, Inc., Philadelphia, PA, an independent
management consulting firm, for more than the prior five years.
Mr. Gross was a director of Enzon, Inc., a pharmaceutical
company, for more than five years prior to July 1994. Mr. Gross
did not stand for reelection as a Director at the Company's May
13, 1997 Annual Meeting of Stockholders.
James L. McKenney, age 67, was a Director of the Company from May
1996 until May 1997. Mr. McKenney has been Professor of Business
Administration, Harvard University, Graduate School of Business
Administration, for more than the past five years, and has been a
professor at Harvard University since 1960. Mr. McKenney has
published numerous books and articles on management and corporate
information systems. Mr. McKenney did not stand for reelection
as a Director at the Company's May 13, 1997 Annual Meeting of
Stockholders.
Board of Directors and Committees
The standing committees of the Board of Directors are the Audit &
Finance Committee, Executive Committee, Nominating Committee, and
the Compensation Committee.
The Audit & Finance Committee reviews the internal and external
audit policies and procedures of the Company. It also reviews
the Company's internal controls, oversees the external auditors
of the Company (recommending annually the selection of the
Company's external auditors), and reviews the Company's
litigation, claims and contingencies. Its 1996 members were:
James F. Higgins (Chairman), James M. Revie and James L.
McKenney. It met eight times in 1996.
The Executive Committee represents the Board of Directors between
meetings for the purpose of consulting with officers, considering
matters of importance and either taking action or making
recommendations to the Board. Its members in 1996 were James M.
Revie (Chairman), Norman Gross, James E. Higgins, John J.
Kilcullen and John L. Ray. The Executive Committee met seven
times in 1996.
The Nominating Committee is responsible for recommending nominees
to the Board of Directors. Its 1996 members were John L. Ray
(Chairman), Julian H. Gingold and James M. Revie. It met once in
1996. The Nominating Committee does not consider nominees
recommended by stockholders.
The Compensation Committee oversees organizational, personnel,
compensation and benefits policies and practices of the Company.
It reviews and recommends to the Board the compensation of the
executive officers. The Compensation Committee administers the
Company's Option Plan. Its members in 1996 were E. Virgil Conway
(Chairman), Julian H. Gingold and William M. Legg. It met five
times in 1996.
Meetings of Directors
In calendar year 1996, the Board of Directors held six meetings.
Each of the current directors of the Company attended at least
75% of the aggregate meetings held by the Board and by the
Committees on which the director served.
Compensation of Directors
Each member of the Board of Directors who is not an officer or
employee of the Company is paid a retainer in the amount of
$18,000 per annum, payable quarterly in arrears. In addition,
each member of the Board of Directors who participates in more
than six meetings during any twelve month period is paid $1,000
for each additional meeting which the member attends in person or
participates in by telephone conference call. Officers of the
Company who also serve as directors do not receive any retainer
or additional fees for serving as a director.
Each member of a Committee of the Board who is not an officer or
employee of the Company receives compensation of $1,000 for each
Committee meeting the member attends in person or participates in
or by telephone conference call.
On the date of each Annual Shareholders Meeting each non-employee
director who has been elected or re-elected as of the adjournment
of the Meeting receives options to purchase 2,500 shares of
Common Stock. Such options vest at the rate of 1/36 per month
beginning on the date of grant and continuing for a period of 36
months, after which the options are fully vested.
Item 11. 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, 1996, 1995 and 1994 to the Chief Executive
Officer of the Company, the former President and Chief Operating
Officer of Tri-State Motor Transit Co., and to each of the four
other most highly compensated executive officers of the Company
whose total cash compensation for the year ended December 31,
1996 exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term
Compensation Awards
Other All
Annual Other
Name and Compen- Securities Compen-
Principal sation Underlying sation
Position Year Salary($) Bonus($) ($) Options/SARs ($)
James M. Revie(6) 1996 225,000 ___ 8,884(7) 155,000(2) 1,875(1)
Chairman and CEO 1995 168,750 ___ 3,702 ___ ___
John J. Kilcullen 1996 250,000 ___ 11,689(7) 120,000(2) ___
(6)(8) President
and COO 1995 87,006 ___ 3,896 ___ ___
Daryl W. Deel(4) 1996 200,000 ___ ___ 25,000 ___
President and 1995 200,000 20,000 ___ ___ 1,438(1)
COO of Tri-State 1994 200,050 120,000(3) ___ ___ ___
Motor Transit Co.
Gary W. 1996 170,833 ___ ___ 19,000(2) 1,562(1)
Hartter (9) 1995 150,000 25,000 ___ ___ 1,450(1)
President and 1994 150,250 30,000 ___ ___ 900(1)
COO of Trism
Specialized
Carriers, Inc.
Spencer F. 1996 150,000 ___ ___ 2,000 (2) ___
Barber (6) 1995 46,635 ___ ___ ___ ___
Sr Vice President
Ralph S. 1996 95,625 ___ ___ 10,000(2) 27,086(5)
Nelson (6)
Sr Vice President,
General Counsel and
Secretary
(1) Amounts shown represent contributions by the Company to the
401(k) portion of the Company's Profit Sharing Plan on
behalf of such officer.
(2) All of the option grants reported in the table above with
respect to Messrs. Revie, Kilcullen, Deel, Hartter and Barber
represent options previously granted by the Company during the
fiscal years ended December 31, 1994 and December 31, 1995;
such options were repriced by the Company during the fiscal year
ended December 31, 1996. Numbers shown represent options to
purchase shares granted.
(3) Amount shown represents a special bonus, which was granted by the
Company on October 28, 1993, with the payment deferred until
January 7, 1994.
(4) Daryl W. Deel left the Company on February 24, 1997.
(5) Amount shown represents reimbursement for relocation expense
in connection with commencing employment with the Company.
(6) Messrs. Revie, Kilcullen and Barber began employment with the
Company in 1995. Mr. Nelson began employment with the Company in 1996.
(7) Amount shown represents the cost of Company provided automobiles.
(8) John J. Kilcullen left the Company on May 31, 1997.
(9) Gary W. Hartter left the Company on September 10, 1997.
Option/SAR Grants In Last Fiscal Year
The following table provides information concerning stock options
granted by the Company during the year ended December 31, 1996,
to each of the Named Executive Officers.
% OF
TOTAL
OPTIONS/SARS POTENTIAL REALIZABLE
NUMBER OF GRANTED TO VALUE AT ASSUMED
SECURITIES EMPLOYEES ANNUAL RATES OF
NAME UNDERLYING IN YEAR EXERCISE STOCK PRICE
OPTIONS ENDED OR BASE APPRECIATION FOR
/SARS DECEMBER 31, PRICE EXPIRATION OPTION TERM(2)
GRANTED(4) 1996 (S/SHX1)(2) DATE 5 % 10 %
James M. 30,000 6.6% 6.50 December 31, 2000 70,683 161,958
Revie 100,000 21.9% 6.50 March 14, 2005 338,356 824,610
25,000 5.5% 6.50 August 15, 2000 35,020 75,416
John J. 120,000 26.2% 6.50 September 1,2000 168,095 361,999
Kilcullen
Daryl W. 25,000 5.5% 6.50 August 15, 2000 35,020 75,416
Deel
Gary W. 9,000 2.0% 6.50 February 7, 1999 7,609 15,824
Hartter 10,000 2.2% 6.50 August 15, 2000 14,008 30,167
Spencer F. 2,000 0.4% 6.50 August 15, 2000 2,802 6,033
Barber
Ralph S. 10,000 2.2% 6.00 June 30, 2001 16,577 36,631
Nelson
(1) Exercise prices were equal to or greater than fair market value, as
determined by the Board of Directors, on the date of grant. All of
the option grants reported in the table above with respect to Messrs.
Revie, Kilcullen, Deel, Hartter and Barber represent options previously
granted by the Company during the fiscal years ended December 31, 1994
and December 31, 1995; such options were repriced by the Company during
the fiscal year ended December 31, 1996.
(2) Represents potential realizable value before income taxes. The dollar
amounts under these columns are the result of calculations at 5% and
10% rates as specified by the rules of the Securities and Exchange
Commission and therefore are not intended to forecast possible future
appreciation, if any, of the Company's Common Stock.
Option Exercises And Holdings
The following table provides information concerning the value of unexercised
stock options held on December 31, 1996, by each of the Named Executive
Officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND F-Y END OPTION/SAR
VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/
SHARES OPTIONS/SARs AT F-Y END SARs AT F-Y END
ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
(#) (#) (#) (#) (#)
James M. - - 141,111 13,889 -- --
Revie
John J. - - 53,333 66,667 -- --
Kilcullen
Daryl W. - - 10,556 14,444 -- --
Deel
Gary W. - - 12,388 6,612 -- --
Hartter
Spencer - - 833 1,667 -- --
Barber
Ralph S. - - 1,667 8,333 -- --
Nelson
The following table provides information with respect to all repricings of
options held by any Named Executive Officer of the Company from the
Company's initial public offering in February 1994 through December 31, 1996:
Options Repricings
February 1994 through December 31, 1996
Market
Number Of Price Length Of
Securities of Stock Original Option
Underlying On Date Exercise Term
Options Of Price At Remaining At
Name Original Reprice Repricing Time Of New Date of
Issue Or August 27, Repricing Exercise Repricing
Date Amended 1996 Amendment Price Amendment
James M. 01/11/94 30,000 $4.63 $14.00 $6.50 6 yr 4 mo
Revie 03/15/95 100,000 $4.63 $12.00 $6.50 8 yr 7 mo
08/11/95 25,000 $4.63 $8.75 $6.50 4 yr 0 mo
John J. 08/11/95 120,000 $4.63 $8.75 $6.50 4 yr 0 mo
Kilcullen
Daryl W. 08/11/95 20,000 $4.63 $8.75 $6.50 4 yr 0 mo
Deel(1) 12/20/95 5,000 $4.63 $8.75 $6.50 4 yr 4 mo
Gary W. 02/03/94 9,000 $4.63 $14.00 $6.50 2 yr 6 mo
Hartter 08/11/95 5,000 $4.63 $8.75 $6.50 4 yr 0 mo
12/20/95 5,000 $4.63 $8.75 $6.50 4 yr 4 mo
Spencer F.12/20/95 2,000 $4.63 $8.75 $6.50 4 yr 4 mo
Barber
(1) Notwithstanding the length of the original terms of such options on
the date of the repricing, as a result of the termination of his
employment from the Company, all of Mr.Deel's options expired on
May 25, 1997, all of Mr. Kilcullen's options expired on August 31,
1997 and all of Mr. Hartter's options will expire on December 10, 1997,
if not exercised.
EMPLOYMENT AND OTHER ARRANGEMENTS
The Company and John J. Kilcullen entered into an employment agreement,
dated as of August 11, 1995, pursuant to which Mr. Kilcullen will serve
as President and Chief Operating Officer for a period of two years at a
salary of $250,000 per annum. In connection with his employment,
Mr. Kilcullen was granted an option to purchase 120,000 shares of
Common Stock at an exercise price of $8.75 per share, since reduced by
the Board of Directors to $6.50 per share, exercisable on or before
August 11, 2000. Mr. Kilcullen left the Company on May 31, 1997.
The Company and Daryl W. Deel entered into a Separation Agreement, dated
as of February 24, 1997, pursuant to which the Company will make
severance payments in the total amount of $200,000 over one year, from
February 24, 1997. The Separation Agreement acknowledges that Mr. Deel
is fully vested through stock options in the right to purchase 12,500
shares of the Common Stock of the Company at an exercise price of $6.50 per
share for a period of ninety days from the Separation Date. Stock options
for other shares previously granted have not vested and have expired by
their terms.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
Certain Beneficial Owners
The following table shows, as of March 1, 1997, the security ownership of
those beneficial owners who own or may own, directly or indirectly, more
than five percent of the Company's voting shares.
Common Stock Percent
Name and Address of Amount and Nature of of
Beneficial Owner Beneficial Ownership Class
John N. Irwin III 994,662(1) 17.3
405 Park Avenue
New York, NY 10022
Hillside Capital 748,299 13.0
Incorporated
405 Park Avenue
New York, NY 10022
David Zaidner 720,574(2) 12.6
Gartenstrasse 33
Postfach 6016
8023 Zurich, Switzerland
Wellington Management 505,200(3) 8.8
Company
75 State Street
Boston, Massachusetts 02109
John L. Ray 433,200(4) 7.5
218 East Beechtree Lane
Wayne, PA 19087
(1) Includes 169,098 shares of Common Stock held of record, 1,323 shares
of Common Stock held by his spouse, and 75,942 shares of Common Stock
held by his minor children. In addition, John N. Irwin III owns the
majority of the issued and outstanding shares of common stock of
Hillside Capital Incorporated, and accordingly may be deemed the
beneficial owner of the 748,299 shares of Common Stock owned by
Hillside Capital Incorporated. Mr. Irwin disclaims any beneficial
ownership of Common Stock beneficially owned by Hillside Capital
Incorporated and the shares of Common Stock beneficially owned by
members of his immediate family.
(2) Includes 571,374 shares of Common Stock held of record by David Zaidner
and 109,200 shares of Common Stock held of record by Sleeping Beauty
N.V., a trust for the benefit of the children of David Zaidner. Mr.
Zaidner disclaims any control of the trust and any beneficial ownership
of the shares held by the trust. Also includes 40,000 shares of
Common Stock owned by G. Kastl, as nominee for the benefit of Mr. Zaidner.
(3) Based upon information obtained from a Schedule 13G filed with the
Securities and Exchange Commission on or about February 15, 1997 by
Wellington Management Company.
(4) Includes 421,500 shares of Common Stock held of record and 4,200 shares
of Common Stock which may be acquired upon the exercise of warrants and
7,500 shares which may be acquired upon the exercise of options within
60 days of March 31, 1997.
Management
The following table shows as of March 1, 1997 the beneficial ownership of
Common Stock by each director, each of the Named Executive Officers, and all
directors and Named Executive Officers as a group.
Name and Address Amount and Nature Percent
of Beneficial of Beneficial of
Owner (13) Title Vested Ownership Class
James L. Ray Director 433,200 (1) 7.5
James M. Revie Chairman of the Board 222,778 (2) 3.8
& Chief Executive Officer
John J. Kilcullen President & Chief 88,333 (3) 1.5
Operating Officer
Gary W. Hartter Executive Vice 39,111 (4) *
President & President
of several operating
subsidiaries
Norman Gross Director 27,500 (5)(12) *
James F. Higgins Director 25,200 (6) *
Julian H. Gingold Director 10,000 (7) *
William M. Legg Director 8,500 (8) *
E. Virgil Conway Director 7,500 (8)(12) *
James L. McKenney Director 7,500 *
Ralph S. Nelson Senior Vice President, 2,778 (9)
General Counsel & Secretary
Spencer F. Barber Senior Vice President, 3,111 (10)
Information & Communication
Services
All executive 875,511 (11) 14.5
officers and
directors as a
group (12 persons)
(1) Includes 4,200 shares which may be acquired upon the exercise of
warrants and 7,500 shares which may be acquired upon the exercise
of vested options within 60 days of March 31, 1997.
(2) Includes 67,500 shares of Common Stock held by a corporation owned by
Mr. Revie and his spouse (directly owned), 10,000 shares owned by
James M. Revie IRA Rollover, Custodian First Fidelity Bank and also
includes 145,278 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1997.
(3) Includes 73,333 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1997.
(4) Includes 15,111 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1997.
(5) Includes 14,000 shares owned by Norman Gross as Trustee of the
Norman Gross Associates, Inc. Defined Benefit Plan (directly owned),
6,000 shares which may be acquired upon the exercise of warrants and
7,500 shares which may be acquired upon the exercise of vested options
within 60 days of March 31, 1997.
(6) Includes 4,200 shares which may be acquired upon the exercise of warrants
and 7,500 shares which may be acquired upon the exercise of vested options
within 60 days of March 31, 1997.
(7) Includes 2,500 shares held by Mr. Gingold's spouse and 7,500 shares
which may be acquired upon the exercise of vested options within
60 days of March 31, 1997.
(8) Includes 7,500 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1997.
(9) Includes 2,778 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1997.
(10) Includes 1,111 shares which may be acquired upon the exercise of
vested options within 60 days of March 31, 1997.
(11) Includes 289,511 shares which may be acquired upon the exercise of
warrants and vested options within 60 days of March 31, 1997.
(12) Norman Gross and James McKenney did not stand for re-election to the
Board of Directors at the Company's May 13, 1997 Annual Meeting of
Shareholders.
(13) Address: c/o TRISM, INC., 4174 Jiles Road, Kennesaw, GA 30144.
* less than one (1) percent
Item 13 Certain Relationships and Related Transactions.
Trism Transport Services, Inc. ("TTSI"), a subsidiary of the Company,
purchased certain of the asset of EFB Transport Services, Inc. ("EFB")
for approximately $3.1 million and assumed approximately $1.7 million in
certain liabilities pursuant to an asset purchase agreement dated
September 30, 1995. Alan R. Wilson, formerly an employee of the Company,
was a director of EFB and held a 40% ownership interest in EFB which he
acquired in June 1987. Pursuant to the asset purchase agreement, EFB
was obligated to pay out all proceeds of the sale to its creditors. The
asset purchase agreement provided for additional payments to the seller
based upon post-acquisition earnings of the acquired operations. Such
contingent purchase price payments were also designated for the retirement
of obligations to EFB's creditors. The Company advanced EFB approximately
$2.8 million in 1995 and 1996 in anticipation of such earn-outs, and
ultimately recorded goodwill. In December 1996, the Company wrote off
unamortized goodwill in connection with the transaction of approximately
$4.1 million based upon revised assessments of recoverability and the
restructuring of TTSI. Mr. Wilson left the Company effective May 31, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
TRISM, INC.
Date: September 30, 1997 /s/ James M. Revie
James M. Revie
Director, Chairman of the Board
and Chief Executive Officer