SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JEVIC TRANSPORTATION, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee Required.
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:*
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
/_/ 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: _________________________________________________
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3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
JEVIC TRANSPORTATION, INC.
600 CREEK ROAD
DELANCO, NEW JERSEY 08075
------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1998
------------------------------
To the Shareholders of Jevic Transportation:
The Annual Meeting of Shareholders of Jevic Transportation, Inc., a New
Jersey corporation (the "Company") will be held at 10:00 a.m., local time, on
May 15, 1998, at The Cherry Hill Hilton, Route 70, Cherry Hill, New Jersey, for
the following purposes:
1. To elect two directors of the Company for a three-year term;
2. To ratify the appointment of Arthur Andersen LLP as independent
auditors for the Company for the year ending December 31, 1998; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of the Company's Common Stock or Class A Common Stock at the
close of business on April 2, 1998, are entitled to notice of, and to vote at,
the Annual Meeting and any adjournments or postponements thereof. Such
shareholders may vote in person or by proxy. The stock transfer books of the
Company will not be closed. The accompanying form of proxy is solicited by the
Board of Directors of the Company.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. YOU ARE
CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO
ATTEND IN PERSON, YOU ARE URGED TO COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY
CARD IN THE SELF-ADDRESSED ENVELOPE, ENCLOSED FOR YOUR CONVENIENCE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU DECIDE TO ATTEND THE
MEETING AND WISH TO VOTE IN PERSON, YOU MAY REVOKE YOUR PROXY BY WRITTEN NOTICE
AT THAT TIME.
By Order of the Board of Directors
/s/ Harry J. Muhlschlegel
-----------------------------------------
Harry J. Muhlschlegel
Chairman of the Board and Chief Executive
Officer
April 17, 1998
JEVIC TRANSPORTATION, INC.
600 CREEK ROAD
DELANCO, NEW JERSEY 08075
------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
MAY 15, 1998
------------------------------
This Proxy Statement, which is first being mailed to shareholders on or
about April 17, 1998, is furnished in connection with the solicitation by the
Board of Directors of Jevic Transportation, Inc. (the "Company") of proxies to
be used at the Annual Meeting of Shareholders of the Company (the "Annual
Meeting"), to be held at 10:00 a.m. on May 15, 1998, at The Cherry Hill Hilton,
Route 70, Cherry Hill, New Jersey, and at any adjournments or postponements
thereof. If proxies in the accompanying form are properly executed and returned
prior to voting at the meeting, the shares represented thereby will be voted as
instructed on the proxy. If no instructions are given on a properly executed and
returned proxy, the shares represented thereby will be voted (i) for the
election of the nominees for director named below, (ii) for the ratification of
the appointment of Arthur Andersen LLP as independent auditors, and (iii) in
support of management on such other business as may properly come before the
Annual Meeting or any adjournments thereof. Shareholders whose shares are held
of record by a broker or other nominee are nevertheless encouraged to fill in
the boxes of their choice on the proxy, as brokers and other nominees may not be
permitted to vote shares with respect to certain matters for which they have not
received specific instructions from the beneficial owners of the shares. Any
proxy may be revoked by a shareholder prior to its exercise upon written notice
to the Secretary of the Company, by delivering a duly executed proxy bearing a
later date, or by the vote of a shareholder cast in person at the Annual
Meeting.
VOTING
Holders of record of the Company's Common Stock or Class A Common Stock on
April 2, 1998, will be entitled to vote at the Annual Meeting or any
adjournments or postponements thereof. As of that date, there were 4,926,328
shares of Common Stock and 5,739,544 shares of Class A Common Stock outstanding
and entitled to vote. The presence, in person or by proxy, of holders of Common
Stock and Class A Common Stock entitled to cast at least a majority of the votes
which all holders of Common Stock and Class A Common Stock are entitled to cast
will constitute a quorum for purposes of the transaction of business.
Each share of Common Stock entitles the holder thereof to one vote on the
election of two nominees for director and on any other matter that may properly
come before the Annual Meeting. Each share of Class A Common Stock entitles the
holder thereof to two votes on the election of two nominees for director and on
any other matter that may properly come before the Annual Meeting. Shareholders
are not entitled to cumulative voting in the election of directors.
Under New Jersey law and the By-laws of the Company, the presence of a
quorum is required for each matter to be acted upon at the Annual Meeting. The
presence at the Annual Meeting in person or by proxy, of shareholders entitled
to cast at least a majority of the votes that all shareholders are
entitled to cast on a particular matter shall constitute a quorum for the
purposes of consideration and action on the matter. Directors are elected by a
plurality vote. All other actions to be taken by the shareholders at the Annual
Meeting shall be taken by the affirmative vote of a majority of the votes cast
by all shareholders entitled to vote thereon. Votes that are withheld and
abstentions will be counted in determining the presence of a quorum, but will
not be counted in determining the number of votes cast in connection with any
particular matter. Broker non-votes, which occur when a broker or other nominee
holding shares for a beneficial owner does not vote on a proposal because the
beneficial owner has not checked one of the boxes on the proxy card, are not
voted and will therefore have no effect on the outcome of any of the matters to
be voted upon at the Annual Meeting.
The cost of solicitation of proxies by the Board of Directors will be borne
by the Company. Proxies may be solicited by mail, personal interview, telephone
or telegraph and, in addition, directors, officers and regular employees of the
Company may solicit proxies by such methods without additional remuneration.
Banks, brokerage houses and other institutions, nominees or fiduciaries will be
requested to forward the proxy materials to beneficial owners in order to
solicit authorizations for the execution of proxies. The Company will, upon
request, reimburse such banks, brokerage houses and other institutions, nominees
and fiduciaries for their expenses in forwarding such proxy materials to the
beneficial owners of the Company's stock.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Company's Board of Directors consists of five members, divided into
three classes, which serve for staggered three-year terms and until their
successors are elected and qualified. At the meeting, two directors will be
elected to serve for a term of three years and until their successors are
elected and qualified. Unless otherwise specified in the accompanying proxy, the
shares of Common Stock and Class A Common Stock voted pursuant thereto will be
cast for Gordon R. Bowker and Samuel H. Jones, each for terms expiring at the
Annual Meeting of Shareholders to be held in 2001. If, for any reason, at the
time of election, either of the nominees named should decline or be unable to
accept his or her nomination or election, it is intended that such proxy will be
voted for the election, in the nominee's place, of a substituted nominee, who
would be recommended by the Board of Directors. The Board of Directors, however,
has no reason to believe that either of the nominees will be unable to serve as
a director. Three directors will continue to serve as directors following the
Meeting as set forth below, with one director having a term expiring at the 2000
Annual Meeting of Shareholders and two directors having terms expiring at the
1999 Annual Meeting of Shareholders.
The following biographical information is furnished as to each nominee for
election as a director and each of the current directors:
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
FOR A THREE YEAR TERM EXPIRING AT 2001 ANNUAL MEETING
Gordon R. Bowker, 70, joined Jevic as a director upon completion of its
October 1997 initial public offering. Mr. Bowker served in various positions
with Ryder System, Inc. from 1964 to 1973, most recently as Group Vice
President, a senior officer reporting directly to the President. Since 1973, Mr.
Bowker has been the owner and President of Bowker, Brown & Co., a management
consulting firm serving transportation related companies in the areas of truck
renting and leasing, business appraisal and sales and divestitures. Mr. Bowker
has served on the Arbitration Panel of the New York
2
Stock Exchange since 1988, and has served on the Arbitration Board of the
National Association of Securities Dealers since 1991.
Samuel H. Jones, Jr., 64, also joined Jevic as a director upon completion
of the October 1997 initial public offering. Since 1971, Mr. Jones has been the
owner and President of S-J Transportation, Co., a company specializing in the
transportation of industrial waste nationwide and in two Canadian provinces.
Since 1991, he has been the owner and President of S-J Venture Capital Company.
In addition, Mr. Jones currently serves as a director of MetaCreations, Inc. and
Fulton Financial Corporation, as well as a number of privately-held
organizations.
MEMBER OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE;
TERM EXPIRING AT 2000 ANNUAL MEETING
Harry J. Muhlschlegel, 51, has over 28 years of experience in the trucking
industry. He co-founded Jevic along with his wife, Karen Muhlschlegel, in 1981
and has served as its Chairman of the Board and Chief Executive Officer since
its inception. Until March 1997, he also served as the Company's President.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE;
TERMS EXPIRING AT 1999 ANNUAL MEETING
Karen B. Muhlschlegel, 51, has over 28 years of experience in the trucking
industry. She co-founded Jevic along with her husband, Harry Muhlschlegel, in
1981 and has served as a Vice President, Secretary and a director of the Company
since its inception.
Paul J. Karvois, 43, became Jevic's President and Chief Operating Officer
in March 1997 and he was elected as a director in August 1997. He joined the
Company in January 1992 as Director of Insurance. Later in 1992, he created the
Company's risk management group and became Director of Risk Management. Mr.
Karvois was promoted to the position of Senior Vice President - Marketing and
Sales in December 1993. Prior to joining the Company, Mr. Karvois had 21 years
of marketing, sales and operations experience in the trucking industry, serving
in a variety of positions with truckload and LTL carriers.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1 TO ELECT ALL NOMINEES.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During 1997, the Board of Directors did not meet but acted by unanimous
written consent 13 times.
Until the completion of the Company's initial public offering on October 7,
1997, the Company's Board of Directors did not have an Audit Committee or a
Compensation Committee. Those Committees, which were organized upon completion
of the initial public offering, did not meet during 1997. The Audit Committee
consists of Mr. Bowker and Mr. Jones and its function is to make recommendations
to the Board of Directors regarding the annual selection of independent public
accountants to audit annually the Company's books and records, and to review
recommendations made by such accounting firm as a result of their audit. The
Audit Committee also periodically reviews the adequacy of the Company's internal
controls.
3
The Compensation Committee consists of Mr. Bowker, Mr. Jones, and Mr.
Muhlschlegel and is responsible for establishing the salaries of the executive
officers of the Company, incentives and other forms of compensation and benefit
plans and administering the Company's employee benefit plans.
The Company does not have a standing Nominating Committee.
COMPENSATION OF DIRECTORS
The Company pays each director who is not also an employee of the Company
(an "outside director") an annual fee of $500 for each Board meeting and each
Committee meeting attended by such director in person. The Company will also
reimburse the directors for expenses incurred in connection with their
activities as directors. The Company's 1997 Incentive Plan provides for the
automatic grant of stock options to outside directors to purchase 12,500 shares
of the Company's Common Stock upon his initial election as a director of the
Company by the shareholders at a per share purchase price equal to the fair
market price of the Common Stock on the date of grant. Of these options, 40%
will vest on the second anniversary of the date of grant and 20% will vest on
each of the three succeeding anniversaries. The options expire 10 years after
the date of grant or, if the director leaves the company, the shorter of ten
years after the date of grant or thirty days after the director leaves. In
addition, upon each election of any outside director to the Board by the
shareholders in or after the third year following such director's preceding
election to the Board, a non-qualified option to purchase an additional 5,000
shares of the Company's Common Stock will be made to the director at an exercise
price equal to the fair market price of the Common Stock on the date of grant,
with vesting and expiration provisions identical to those noted above. During
1997, Mr. Bowker and Mr. Jones each received an automatic grant of options under
the 1997 Incentive Plan for 12,500 shares at an exercise price of $15.00 per
share.
4
EXECUTIVE COMPENSATION
CASH AND NON-CASH COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS
The following table sets forth, with respect to services rendered during
1997, 1996 and 1995, the total compensation paid by the Company to the Company's
Chief Executive Officer and each other executive officer whose total annual
salary and bonus exceeded $100,000 during 1997 (the "named executive officers").
The Company has no written employment agreements with any of the named executive
officers.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
------------
AWARDS
------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
---------------------- UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) ($)(1)
- --------------------------- ---- ---------- --------- ------------ ------------
Harry J. Muhlschlegel ....................... 1997 514,712 -- -- 31,405
Chief Executive Officer and Chairman of the 1996 505,000 -- -- 32,139
Board (2)
Paul J. Karvois ............................. 1997 233,755 75,000 75,000 11,652
President and Chief Operating Officer (2) 1996 123,077 25,000 -- 11,499
Brian J. Fitzpatrick ........................ 1997 181,731 50,000 10,000 9,345
Senior Vice President and Chief Financial 1996 158,703 25,000 -- 8,909
Officer
William F. English .......................... 1997 152,905 30,000 10,000 7,349
Senior Vice President - Operations 1996 140,400 25,000 -- 7,268
Joseph A. Librizzi .......................... 1997(3) 92,072 30,000 10,000 --
Senior Vice President - Sales & Marketing
- ------------------
(1) Amounts for 1997 include matching contributions made by the Company under
the 401(k) Plan on behalf of the executives in the following amounts: Mr.
Muhlschlegel -- $950; Mr. Karvois -- $1,118 and Mr. Fitzpatrick -- $950. The
Company is a party to "split dollar" life insurance agreements with Messrs.
Muhlschlegel, Karvois, Fitzpatrick and English under which the Company
advances all or a portion of the premiums on permanent life insurance
policies insuring the lives of the executives and owned by the executives.
Upon termination of the executives' employment or the executives' death (or
upon the second to die of Mr. and Ms. Muhlschlegel in the case of Mr.
Muhlschlegel's agreement), all premiums previously advanced by the Company
under the policies are required to be repaid by the executive. The Company
retains an interest in the policies' cash values and excess death benefits
to secure the executives' repayment obligations. The amounts for 1997
include the following amounts representing the value of the premium payments
by the Company in 1997 projected on an actuarial basis assuming that each
executive retires at age 65 and the agreements are then terminated: Mr.
Muhlschlegel -- $30,455, Mr. Karvois -- $10,534, Mr. Fitzpatrick -- $8,395,
and Mr. English -- $7,349.
(2) In March 1997, Mr. Muhlschlegel resigned from the office of President,
retaining his position as Chief Executive Officer and Chairman of the Board.
At that time, Mr. Karvois was promoted from Senior Vice President --
Marketing and Sales to President and Chief Operating Officer, at an annual
salary of $250,000.
(3) Mr. Librizzi was elected as an officer of the Company in March 1997.
5
STOCK OPTIONS GRANTED TO CERTAIN EXECUTIVE OFFICERS DURING 1997
Under the 1997 Incentive Plan, options to purchase Common Stock are
available for grant to directors, officers and other key employees of the
Company. The following table sets forth certain information regarding options
for the purchase of Common Stock that were awarded to the named executive
officers during 1997.
OPTION GRANTS IN YEAR ENDED DECEMBER 31, 1997
POTENTIAL REALIZABLE
GAIN AT ASSUMED
ANNUAL RATES OF
STOCK APPRECIATION
FOR OPTION TERMS
NUMBER OF PERCENT OF TOTAL COMPOUNDED
SECURITIES OPTIONS GRANTED EXERCISE OR ANNUALLY ($)
UNDERLYING OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME GRANTED (#) LAST FISCAL YEAR ($/SH) DATE (1) 5% 10%
---- ------------------ ---------------- ----------- ---------- -------- ----------
Harry J. Muhlschlegel..... -- -- -- -- -- --
Paul J. Karvois........... 75,000 10.6% $15.00 10/7/07 708,750 1,788,750
Brian J. Fitzpatrick...... 10,000 1.4% $15.00 10/7/07 94,500 238,500
William F. English........ 10,000 1.4% $15.00 10/7/07 94,500 238,500
Joseph A. Librizzi........ 10,000 1.4% $15.00 10/7/07 94,500 238,500
- ------------------
(1) The stock options were granted under the Company's 1997 Incentive Plan. The
options vest with respect to 40% of the shares purchasable upon exercise of
the option on the second anniversary of the date of grant (October 7, 1997)
and will vest as to an additional 20% of the shares on each of the three
succeeding anniversaries. The options expire 10 years after the date of
grant, subject to earlier termination upon the occurrence of certain events.
STOCK OPTIONS EXERCISED BY CERTAIN EXECUTIVE OFFICERS DURING 1997 AND HELD BY
CERTAIN EXECUTIVE OFFICERS AT DECEMBER 31, 1997
The following table sets forth certain information regarding options for
the purchase of Common Stock that were exercised and/or held by the named
executive officers:
AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FY-END (#) FY-END ($)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------
Harry J. Muhlschlegel.... -- -- 0 0 0 0
Paul J. Karvois.......... -- -- 0 212,164 0 1,131,622
Brian J. Fitzpatrick..... -- -- 0 147,164 0 1,058,497
William F. English....... -- -- 0 147,164 0 1,058,497
Joseph A. Librizzi....... -- -- 0 10,000 0 11,250
6
BOARD AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company was established in October 1997
and consists of Harry Muhlschlegel, the Company's Chief Executive Officer, and
Gordon R. Bowker and Samuel H. Jones, Jr., the Company's two outside directors.
The Compensation Committee establishes the salaries of the executive officers of
the Company, incentives and other forms of compensation and benefit plans and
also administers the Company's 1994 Stock Option Plan and 1997 Incentive Plan.
For 1997, however, the base compensation and awards of stock options to the
Company's executive officers was determined by the entire Board of Directors.
Bonus compensation payable to executive officers for 1997 was determined by the
Compensation Committee.
Jevic's compensation program is designed to attract and retain experienced
executives and motivate them for both the short and long term. The executive
compensation program is comprised of four elements: competitive base salary,
benefits comparable to those shared by the general employee population, annual
bonus, and long term incentives linked to corporate and personal performance.
Base Salary
Base salary for the Company's executive officers is determined by a
combination of several factors, salary market rates, valuation of the individual
executive officer's performance; performance of the company; and contribution to
the corporation. The various factors considered in the base salary decisions are
not formally weighted.
Annual Bonus
The annual bonus rewards achievement of annual targets of both corporate
and personal performance. Key performance measures are revenue growth, operating
income growth and quality of service, as defined by on-time performance.
Bonus awards to the Company's executive officers for 1997 were based on the
Company's 23.3% growth in revenues and 64.4% growth in operating income in 1997
compared to 1996 and the quality of service during 1997. Mr. and Mrs.
Muhlschlegel elected to forego receiving any bonus for the year.
Long Term Incentive Compensation
Jevic believes its executives should have a substantial stake in the risks
and rewards of stockholders. Grants of stock options will continue to be used to
align management's interests with stockholders' interests and encourage
long-term investment and interest in overall Company performance. The Company's
1997 Incentive Plan provides for the granting of stock options to eligible
employees including executive officers.
During 1997, the Board approved the grant of stock options to the executive
officers based on achieving favorable financial and operating performance during
the year, as well as the significant efforts of the officers in successfully
completing the Company's initial public offering of Common Stock. Mr. and Mrs.
Muhlschlegel elected to forego receiving a grant of stock options during 1997.
7
CEO Compensation
Mr. Muhlschlegel's 1997 compensation reflected his historical salary level
prior to the Company's initial public offering. The Compensation Committee will
annually review Mr. Muhlschlegel's compensation based upon the same criteria
with respect to executive officer compensation generally.
Limits of Deductibility of Compensation
Section 162(m) of the Internal Revenue Code imposes a $1 million limit on
the allowable tax deduction of compensation paid by a publicly-held corporation
to its Chief Executive Officer and its other four most highly compensated
executive officers employed at year-end, subject to certain pre-established
objective performance-based exceptions. The Committee intends to take Section
162(m) into account when formulating its compensation policies for the Company's
Chief Executive Officer and its other Executive Officers and to comply with
Section 162(m), if and where the Committee determines compliance to be
practicable and in the best interests of the Company and its stockholders.
Members of the Board of Directors Members of the Compensation Committee
Harry J. Muhlschlegel Harry J. Muhlschlegel
Karen B. Muhlschlegel Gordon R. Bowker
Paul J. Karvois Samuel H. Jones, Jr.
Gordon R. Bowker
Samuel H. Jones, Jr.
8
STOCK PERFORMANCE CHART
The following Stock Performance Chart compares the Company's cumulative
total shareholder return on its Common Stock for the period from October 7, 1997
(the date the Common Stock commenced trading on the Nasdaq National Market) to
December 31, 1997 (the date the Company's 1997 fiscal year ended), with the
cumulative total return of the Standard & Poor's 500 Stock Index and the
Standard & Poor's Small Cap Trucking Group Index. The comparison assumes $100
was invested on October 7, 1997 in the Company's Common Stock and in each of the
foregoing indices and assumes reinvestment of dividends.
[GRAPHIC]
In the printed version of the document, a line graph appears which depicts the
following plot points:
TOTAL SHAREHOLDER RETURNS
(Dividends Reinvested)
INDEXED RETURNS
Base Years Ending
Period -------------------------------------
Company/Index 7Oct97 Oct97 Nov97 Dec97
- -------------------------------------------------------------------------------
JEVIC TRANSPORTATION 100 118.33 109.17 107.50
S&P TRUCKERS-SMALL 100 87.27 89.74 88.93
S&P 500 INDEX 100 93.03 91.19 92.76
9
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of December 31, 1997, with
respect to the beneficial ownership of shares of Common Stock of the Company by
each person who is known to the Company to be the beneficial owner of more than
five percent of the common equity of the Company's outstanding Common Stock.
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
- ------------------------------------ ------------ --------
Essex Investment Management Company......................... 443,975 9.0%
Putnam Investments, Inc..................................... 403,714(2) 8.2%
Wellington Management Company, LLP.......................... 335,100 6.8%
- ------------------
(1) Information with respect to beneficial ownership is based upon information
furnished by the shareholder pursuant to filings with the Securities and
Exchange Commission.
(2) Certain Putnam investment managers (together with their parent corporations,
Putnam Investments, Inc. and Marsh & McLennan Companies, Inc.) are
considered the beneficial owners of these shares which were acquired for
investment purposes by such investment managers for certain of their
advisory clients.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of December 31, 1997, with
respect to the beneficial ownership of shares of Common Stock and Class A Common
Stock of the Company by each director or nominee for director, by each of the
named executive officers, and by all directors and executive officers as a
group. Unless otherwise indicated, each person listed has sole voting power and
sole investment power over the shares indicated.
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNERSHIP(2) OF CLASS
- --------------------------------------- ------------ --------
Harry J. Muhlschlegel....................................... 2,869,772(3) 26.9%
Karen B. Muhlschlegel....................................... 2,869,772(3) 26.9%
Paul J. Karvois............................................. 1,000 *
Brian J. Fitzpatrick........................................ 500 *
William F. English.......................................... -- *
Joseph A. Librizzi.......................................... 700 *
Gordon R. Bowker............................................ 2,000 *
Samuel H. Jones, Jr......................................... 10,000 *
Bruce D. Burdick and George K. Reynolds, III................ 548,656(4) 5.1%
All directors and executive officers as a group (8
persons).................................................. 5,753,744 54.0%
- ------------------
* Less than 1%
10
(1) Unless otherwise noted, the address of each person named in the table is:
c/o Jevic Transportation, Inc., P.O. Box 5157, Delanco, New Jersey 08015.
(2) Shares of Class A Common Stock are entitled to two votes per share and vote
with the Common Stock on all matters on which holders of Common Stock are
entitled to vote. Each share of Class A Common Stock is convertible into one
share of Common Stock. The shares owned by Mr. and Ms. Muhlschlegel are
shares of Class A Common Stock and are reflected on an as-converted basis.
The address of each of the Muhlschlegels is P.O. Box 5157, Delanco, New
Jersey 08075.
(3) Includes 514,365 shares held by the beneficial owner as a trustee of a trust
under which the Muhlschlegels' children are beneficiaries.
(4) These shares of Common Stock are held by Mr. Burdick and Mr. Reynolds as
trustees pursuant to trusts for the benefit of members of the Muhlschlegel
family. The address of Mr. Burdick is 148 Catherine Lane, Grass Valley,
California 95945, and the address of Mr. Reynolds is Gordon, Feinblatt,
Rothman, Hoffberger and Hollander, LLC, The Garrett Building, 233 East
Redwood Street, Baltimore, Maryland 21202.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
The Company leased its regional facility in metropolitan Charlotte, North
Carolina from Harry and Karen Muhlschlegel from 1995 through November 1997. Rent
expense on the property was $196,000 for 1997. The Company purchased this
facility from the Muhlschlegels in November 1997 for $1,978,000. As required by
generally accepted accounting principles, the Company recorded the purchase at
the Muhlschlegels' historical carrying value as of the purchase date, with the
excess consideration ($406,000) recorded as a dividend. The mortgage loan
provided for a maturity date of April 2000, bore interest of 9% per annum and
required regular monthly installment payments of principal and interest of
$21,875.
The Company currently leases its primary maintenance facility in
Willingboro, New Jersey from Harry and Karen Muhlschlegel. Rent expense on the
property was $114,240 for 1997. The Company's lease expires in 2013 and requires
aggregate rental payments of $114,240 in 1998.
In April 1997, grantor annuity trusts for Harry and Karen Muhlschlegel
borrowed a total of $438,065 from the Company. The loans were repaid in full on
February 27, 1998. Interest for 1997 was $18,332.
Jevic Transportation Services, Inc. ("JTS"), a freight brokerage company
owned by the Muhlschlegels, was merged into the Company on December 31, 1997.
JTS had gross revenues of approximately $2.8 million for the year ended December
31, 1997. The Muhlschlegels received $125,000 from the Company in exchange for
their JTS stock in the merger, which is equal to their capital investment in
JTS. In 1997, the Company recorded sales of $383,000 to JTS and incurred
purchased transportation expenses to JTS of $483,000. The Company entered into
an agreement with JTS in August 1997, under which the Company provided certain
administrative services to JTS in consideration of the reimbursement by JTS of
the Company's costs of providing such services. The agreement was terminated
upon completion of the merger. The Company received $160,000 from JTS in 1997
pursuant to the agreement.
The Company considers the terms of its transactions with the Muhlschlegels
to be at arms length, reasonably equivalent to terms it could obtain through
negotiations with an unaffiliated third party during similar economic
conditions.
11
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission ("SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 1997, all Section
16(a) filing requirements applicable to the Company's officers, directors and
greater than ten-percent beneficial owners were complied with.
RATIFICATION OF
APPOINTMENT OF AUDITORS
(PROPOSAL 2)
The Board of Directors has selected Arthur Andersen LLP, independent public
accountants, to audit the consolidated financial statements of the Company for
the year ending December 31, 1998, and recommends that the shareholders ratify
such selection. This appointment will be submitted to the shareholders for
ratification at the Annual Meeting.
The submission of the appointment of Arthur Andersen LLP is not required by
law or by the By-laws of the Company. The Board of Directors is nevertheless
submitting it to the shareholders to ascertain their views. If the shareholders
do not ratify the appointment, the selection of other independent public
accountants will be considered by the Board of Directors. If Arthur Andersen LLP
shall decline to accept or become incapable of accepting its appointment, or if
its appointment is otherwise discontinued, the Board of Directors will appoint
other independent public accountants.
A representative of Arthur Andersen LLP is expected to be present at the
Annual Meeting, will have the opportunity to make a statement, and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2 TO RATIFY THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 1998.
12
OTHER BUSINESS
Management knows of no other matters that will be presented at the Annual
Meeting. However, if any other matter properly comes before the meeting, or any
adjournment or postponement thereof, it is intended that proxies in the
accompanying form will be voted in accordance with the judgment of the persons
named therein.
ANNUAL REPORT
A copy of the Company's 1997 Annual Report to Shareholders accompanies this
Proxy Statement.
SHAREHOLDER PROPOSALS
To be eligible for inclusion in the Company's proxy materials for the 1998
Annual Meeting of Shareholders, a proposal intended to be presented by a
shareholder for action at that meeting must, in addition to meeting the
shareholder eligibility and other requirements of the Securities and Exchange
Commission's rules and the Company's By-Laws governing such proposals, be
received not later than December 18, 1998, by the Chief Financial Officer of the
Company at the Company's principal executive offices, 600 Creek Road, Delanco,
New Jersey 08075.
------------------------------
THE COMPANY WILL PROVIDE TO EACH PERSON SOLICITED, WITHOUT CHARGE EXCEPT
FOR EXHIBITS, UPON REQUEST IN WRITING, A COPY OF ITS ANNUAL REPORT ON FORM 10-K,
INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31,
1997. REQUESTS SHOULD BE DIRECTED TO CHIEF FINANCIAL OFFICER, JEVIC
TRANSPORTATION, INC., 600 CREEK ROAD, DELANCO, NEW JERSEY 08075.
By Order of the Board of Directors
/s/ Harry J. Muhlschlegel
-----------------------------------------
Harry J. Muhlschlegel
Chairman of the Board and Chief Executive
Officer
Date: April 17, 1998
Delanco, New Jersey
13
JEVIC TRANSPORTATION, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FROM HOLDERS OF COMMON STOCK
The undersigned, revoking all previous proxies, hereby appoints Harry J.
Muhlschlegel and Karen B. Muhlschlegel, and each of them acting individually, as
the attorney and proxy of the undersigned, with full power of substitution, to
vote, as indicated below and in their discretion upon such other matters as may
properly come before the meeting, all shares of Common Stock which the
undersigned would be entitled to vote at the Annual Meeting of the Shareholders
of Jevic Transportation, Inc. to be held on May 15, 1998, and at any adjournment
or postponement thereof.
1. Election of Directors:
/ / FOR the nominees listed below / / WITHHOLD AUTHORITY to vote for
the nominees listed below
Nominees: For a three-year term expiring at the Annual Meeting to be held in
2001: Gordon R. Bowker and Samuel H. Jones, Jr.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S),
WRITE THE NAME(S) OF SUCH NOMINEE(S) ON THE LINE BELOW.)
__________________________________________________________________
2. Ratification of appointment of Arthur Andersen LLP as independent auditors
for the Company for the year ending December 31, 1998:
/ / FOR / / AGAINST / / ABSTAIN
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES
FOR DIRECTOR LISTED HEREIN AND "FOR" RATIFICATION OF APPOINTMENT OF ARTHUR
ANDERSEN LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER
31, 1998. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY WITH RESPECT TO ANY
OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT.
________________________________
Signature of Shareholder
________________________________
Signature of Shareholder
Date: ___________________ , 1998
Note: please sign this proxy
exactly as name(s) appear on
your stock certificate. When
signing as attorney-in-fact,
executor, administrator, trustee
or guardian, please add your
title as such, and if signer is
a corporation, please sign with
full corporate name by a duly
authorized officer or officers
and affix the corporate seal.
Where stock is issued in the
name of two (2) or more persons,
all such persons should sign.
JEVIC TRANSPORTATION, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FROM HOLDERS OF CLASS A COMMON STOCK
The undersigned, revoking all previous proxies, hereby appoints Harry J.
Muhlschlegel and Karen B. Muhlschlegel, and each of them acting individually, as
the attorney and proxy of the undersigned, with full power of substitution, to
vote, as indicated below and in their discretion upon such other matters as may
properly come before the meeting, all shares of Class A Common Stock which the
undersigned would be entitled to vote at the Annual Meeting of the Shareholders
of Jevic Transportation, Inc. to be held on May 15, 1998, and at any adjournment
or postponement thereof.
1. Election of Directors:
/ / FOR the nominees listed below / / WITHHOLD AUTHORITY to vote for
the nominees listed below
Nominees: For a three-year term expiring at the Annual Meeting to be held in
2001: Gordon R. Bowker and Samuel H. Jones, Jr.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S),
WRITE THE NAME(S) OF SUCH NOMINEE(S) ON THE LINE BELOW.)
__________________________________________________________________
2. Ratification of appointment of Arthur Andersen LLP as independent auditors
for the Company for the year ending December 31, 1998:
/ / FOR / / AGAINST / / ABSTAIN
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES
FOR DIRECTOR LISTED HEREIN AND "FOR" RATIFICATION OF APPOINTMENT OF ARTHUR
ANDERSEN LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER
31, 1998. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY WITH RESPECT TO ANY
OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT.
________________________________
Signature of Shareholder
________________________________
Signature of Shareholder
Date: ___________________ , 1998
Note: please sign this proxy
exactly as name(s) appear on
your stock certificate. When
signing as attorney-in-fact,
executor, administrator, trustee
or guardian, please add your
title as such, and if signer is
a corporation, please sign with
full corporate name by a duly
authorized officer or officers
and affix the corporate seal.
Where stock is issued in the
name of two (2) or more persons,
all such persons should sign.