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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 Pursuant to Rule 14a-11(c) or Rule 14a-12
STATIA TERMINALS GROUP N.V.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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STATIA TERMINALS GROUP N.V.
L. B. SMITHPLEIN 3
CURACAO, NETHERLANDS ANTILLES
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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 17, 2001
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TO THE SHAREHOLDERS OF:
STATIA TERMINALS GROUP N.V.
---------------------
You are hereby notified that the Annual General Meeting of Shareholders of
Statia Terminals Group N.V. (the "Company") will be held at the Curacao Marriott
Beach Resort, Queen's Ballroom A, John F. Kennedy Boulevard, Piscadera Bay,
Curacao, Netherlands Antilles, at 10:00 a.m. local time, on Tuesday, April 17,
2001, (the "Meeting") for the following purposes:
1. To appoint two class A directors to serve until April 28, 2007. The
Board of Directors has nominated Dr. Jonathan R. Spicehandler or Mr.
Neill E. Andre de la Porte for one position and Mr. Ernest Voges or
Mr. Neill E. Andre de la Porte for the second position, further
recommending the appointment of Dr. Spicehandler and Mr. Voges;
2. To amend Article 10, Paragraph 4, of the Company's Articles of
Incorporation to provide that the Board of Directors shall nominate
one person for each director vacancy instead of two as set forth in
the current Articles of Incorporation;
3. To determine, set, and adopt the balance sheet and profit and loss
accounts (collectively, the "Annual Accounts") for the financial year
ended December 31, 2000, as submitted to the Meeting by the Company's
Board of Directors, a copy of which is on file at the Company's
principal office;
4. To approve and ratify and, in so far as necessary, adopt the
distributions for the financial year ended December 31, 2000, in the
amount of US$0.45 per share of class A common shares previously paid
during 2000 as follows: US$0.15 in February, US$0.15 in August, and
US$0.15 in November, as distributions by the Company out of earnings
for the financial year ended December 31, 2000; and
5. To approve the appointment by the Company, until the next annual
general meeting of shareholders, of Arthur Andersen LLP as the
Company's independent accountants.
Action will also be taken upon such other matters as may properly come
before the Meeting.
Copies of the Annual Accounts and the report of the Board of Directors are
contained in the Annual Report to Shareholders for the financial year ended
December 31, 2000, which is enclosed with the Proxy Statement.
The close of business on February 28, 2001, has been fixed as the record
date for the Meeting. All holders of record of class A common shares and class B
subordinated shares at the close of business on the record date are entitled to
notice of and to vote at the Meeting or any adjournment thereof. All holders of
class C shares are entitled to attend and address the Meeting or any adjournment
thereof, but not to vote thereat. Class A common shares and class B subordinated
shares can be voted at the Meeting only if the holder is present at the Meeting
in person or by valid proxy.
The Company's Board of Directors cordially invites you to attend the
Meeting. Even if you plan to attend the Meeting in person, you are requested to
please complete, sign, date, and promptly mail the enclosed Voting Instruction
Card and Proxy in the enclosed envelope so that your shares may be voted in
accordance with your wishes. If you attend the Meeting, you may vote your shares
in person, even though you have previously signed and returned your proxy.
Please direct your attention to the enclosed Proxy Statement.
By Order of the Board of Directors
/s/ JACK R. PINE
Jack R. Pine
Secretary
March 15, 2001
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STATIA TERMINALS GROUP N.V.
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PROXY STATEMENT
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ANNUAL GENERAL MEETING OF SHAREHOLDERS
APRIL 17, 2001
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This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Statia Terminals Group N.V., L.B. Smithplein 3,
Curacao, Netherlands Antilles, (the "Company") of proxies to be voted at the
Annual General Meeting of Shareholders to be held at the Curacao Marriott Beach
Resort, Queen's Ballroom A, John F. Kennedy Boulevard, Piscadera Bay, Curacao,
Netherlands Antilles, on Tuesday, April 17, 2001, at 10:00 a.m. local time (the
"Meeting") and at any adjournments thereof, for the purposes set forth in the
foregoing notice. On or about March 15, 2001, we began mailing to holders of
registered shares this Proxy Statement, the Notice of Annual General Meeting of
Shareholders, the enclosed Voting Instruction Card and Proxy (the "Proxy"), and
the enclosed 2000 Annual Report to Shareholders (the "Report"). Please complete,
sign, date, and mail the enclosed Proxy for use at the Meeting.
Cost of solicitation of proxies will be borne by the Company. Proxies may
be solicited personally or by telephone or facsimile by certain members of the
Board of Directors, the officers, and a few regular employees of the Company and
its subsidiaries, without extra compensation. The Company will reimburse
brokerage firms, fiduciaries, and custodians for their reasonable expenses in
forwarding the solicitation material to the beneficial owners.
QUORUM AND VOTING REQUIREMENTS
Holders of one-third of the aggregate outstanding voting shares must be
present in person or by proxy to constitute a quorum for the Meeting to be held.
Except for resolutions to amend the Company's Articles of Incorporation and
certain other matters not relevant at this Meeting, resolutions may be passed by
the vote of the holders of an absolute majority of the shares represented at the
Meeting. Resolutions to amend the Company's Articles of Incorporation may be
passed by the vote of at least two thirds of the shares represented at the
Meeting if at least one-half of the outstanding voting shares of the Company are
represented at the Meeting. Holders of shares that are the subject of
abstentions will be considered present at the Meeting for purposes of
determining whether a quorum is present, but will not be counted to determine
the total number of votes cast. "Broker non-votes" (where a named entity holding
shares for a beneficial owner has not received voting instructions from the
beneficial owner with respect to a particular matter and such named entity does
not possess or choose to exercise its discretionary authority with respect
thereto, but which are present in person or by proxy at the Meeting) will not be
counted for purposes of determining a quorum, to determine the total number of
votes cast, for the passage of any resolution, or for any other purpose.
The close of business on February 28, 2001, has been fixed as the record
date for the Meeting. Only holders of record of the 6,100,053 issued and
outstanding shares of the Company's class A common shares and the holders of
record of the Company's 3,800,000 issued and outstanding class B subordinated
shares outstanding at the close of business on February 28, 2001, are entitled
to vote at the Meeting or any adjournment thereof. Each of the class A common
shareholders and class B subordinated shareholders is entitled to one vote per
share held on all matters presented at the Meeting. Holders of record of the
Company's 38,000 issued and outstanding class C shares are entitled to attend
and address the Meeting or any adjournment thereof, but not to vote at the
Meeting. Shares cannot be voted at the Meeting unless the owner of record is
present in person or is represented by proxy. Shares held by the Company as
treasury shares are not eligible to be voted.
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The Company is incorporated in the Netherlands Antilles, and as required by
the laws thereof and the Company's Articles of Incorporation, meetings of
shareholders must be held on an island of the Netherlands Antilles. The enclosed
Proxy is a means by which a shareholder may authorize the voting of shares at
the Meeting. All shares represented by proxies on the enclosed Proxy duly
executed and received by the Company by the close of business on April 16, 2001,
(the "Voter Deadline") will be voted at the Meeting or any adjourned session of
the Meeting in accordance with the terms of the Proxies.
A shareholder may revoke a Proxy by submitting a document revoking it or by
submitting a duly executed Proxy bearing a later date to Computershare Investor
Services, L.L.C., the Company's transfer agent, prior to the Voter Deadline, or
by attending the meeting and voting in person (although attendance at the
Meeting will not in and of itself constitute a revocation of a Proxy). Written
notice revoking a Proxy should be sent to Statia Terminals Group N.V., c/o
Computershare Investor Services, L.L.C., Proxy Unit, 2 North LaSalle Street,
Chicago, Illinois 60602. No such revocation will be effective until the Company
receives written notice of the revocation.
If you attend the Meeting and wish to vote in person, we will give you a
ballot when you arrive. If your shares are held in the name of your broker,
bank, or other nominee, you must bring a letter from the broker, bank, or other
nominee to the Meeting showing that you were the direct or indirect (beneficial)
owner of the shares on February 28, 2001.
PROPOSALS
ITEM 1. APPOINTMENT OF DIRECTORS
The Board of Directors of the Company is divided into three classes. The
directors serve six year terms which are staggered such that approximately
one-third of the directors is appointed every two years. The initial terms of
the directors, which began April 28, 1999, are: two years for class A directors,
four years for class B directors, and six years for class C directors. After the
initial term, each class of directors serves for a term of six years.
Two class A directors are to be appointed at this Meeting to serve as
directors of the Company until April 28, 2007. As set forth in the Company's
Articles of Incorporation, the Board of Directors is authorized to nominate by
resolution candidates for each open director position for appointment at the
Meeting. The Articles of Incorporation further require that the Board of
Directors nominate at least two persons for each open director position.
For one position, the Board of Directors has nominated for appointment at
the Meeting Dr. Jonathan R. Spicehandler or Mr. Neill E. Andre de la Porte. For
the second position, the Board of Directors has nominated for appointment at the
Meeting Mr. Ernest Voges or Mr. Neill E. Andre de la Porte. Dr. Spicehandler and
Mr. Voges are currently directors of the Company with terms expiring on April
28, 2001. Please refer to the "INFORMATION ABOUT THE BOARD OF DIRECTORS AND
EXECUTIVE OFFICERS" section of this Proxy Statement for further information
regarding Dr. Spicehandler and Messrs. Voges and Andre de la Porte. If appointed
to either director position, Mr. Andre de la Porte will immediately resign from
the director position (see the discussion below under "ITEM 2").
An absolute majority of the votes cast is required in order for a director
to be appointed.
The Board of Directors recommends a vote FOR the appointment of Dr.
Spicehandler and Mr. Voges as class A directors of the Company.
ITEM 2. AMENDMENT OF THE ARTICLES OF INCORPORATION
The normal and customary practice in the United States is for the board of
directors to nominate only one person for appointment for each vacancy on the
board of directors to be filled at the annual meeting of shareholders. The
Company's Articles of Incorporation provide that the Company's Board of
Directors shall nominate and list two persons for each vacancy on the board.
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The Company's Board of Directors believes that the nomination of a single,
well-qualified individual for appointment by the annual general meeting of
shareholders is the best way to maintain a highly qualified Board of Directors.
Therefore, the Board of Directors proposes that Article 10, Paragraph 4, of the
Company's Articles of Incorporation be amended as indicated below in the English
translation of the official Dutch text of the Company's Articles of
Incorporation. Text to be deleted by the amendment is indicated by strike
through and text to be added is indicated by double underlining.
The proposed English text of the amendment is as follows:
MANAGEMENT
ARTICLE 10
4. Board of directors -- appointment. Each director shall be
appointed by the General Meeting, with due observance of the following
provisions. In case of a vacancy, upon the expiration of a director's
term or otherwise (each, a "vacancy"), the Board of Directors shall be
authorized pursuant to a duly adopted resolution to nominate for such
vacancy a director for appointment by the General Meeting. Such Board of
Directors' resolution shall list at least [two] {one} name[s] for each
such vacancy, which may include a former director whose term has lapsed.
[The] {All} resolutions to nominate directors shall be non-binding on
the General Meeting; the General Meeting is free to appoint, by a duly
adopted shareholders resolution in accordance with the provisions of
paragraph 8 of article 14, [the] {any} director so nominated, or reject
{the} nomination. In case the nominated director(s) are not appointed by
the General Meeting, the Board of Directors must convene within seven
days of the date of the General Meeting, a new meeting, with due
observance of the provision of article 14 below, at which the vacancy or
vacancies shall be filled. At such subsequent General Meeting, the Board
of Directors may, again, nominate -- by non-binding resolution -- [two]
{one} director[s] for each such vacancy for appointment by the General
Meeting. Notwithstanding the foregoing sentence, at such subsequent
General Meeting, the shareholders shall be free to appoint any person or
entity for each vacancy as they deem fit upon rejection of [the] {any}
person[s] nominated by the Board of Directors. In the event the Board of
Directors wishes to exercise its right to nominate {a} director[s], it
shall in the convening of a General Meeting to appoint {the director}
[directors] state the person[s] so nominated {by the Board of Directors}
for each such vacancy [by the Board of Directors].(1)
Pursuant to Article 18, Paragraph 1, of the Company's Articles of
Incorporation, any resolution to amend the Articles of Incorporation must
receive a vote for the amendment by two-thirds of the votes cast at the general
meeting at which at least one-half of the total number of outstanding class A
common shares and class B subordinated shares are represented.
The Board of Directors recommends a vote FOR Item 2.
ITEM 3. ADOPTION OF ANNUAL ACCOUNTS
The laws of the Netherlands Antilles and the Articles of Incorporation of
the Company require that the Company's balance sheet and profit and loss
accounts (collectively, the "Annual Accounts") be submitted to be determined,
set, and adopted by the shareholders at the Meeting. A copy of the Annual
Accounts is included in the Report which accompanies this Proxy Statement.
An absolute majority of the votes cast is required in order for the Annual
Accounts to be determined, set, and adopted for the financial year ended
December 31, 2000.
The Board of Directors recommends a vote FOR Item 3.
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(1) Brackets ("[ ]") and braces ("{ }") in Article 10, 4. "Board of directors --
appointment", indicate strike through of text to be deleted and double
underlining of text to be added, respectively, as outlined at the end of the
first paragraph on this page.
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ITEM 4. APPROVAL, RATIFICATION, AND ADOPTION OF DISTRIBUTIONS
According to the Company's Articles of Incorporation, the Company is
required to distribute all of its Available Cash (as defined in the Articles of
Incorporation) on a quarterly basis to its shareholders. The distribution of
Available Cash can be in the form of a distribution from profit, as a dividend
or interim-dividend, as the case may be, or from freely distributable reserves,
including capital surplus reserves. Distributions per share during 2000 were
paid to shareholders of the Company's class A common shares as follows: US$0.15
in February, US$0.15 in August, and US$0.15 in November. These distributions by
the Company were made from earnings for the financial year ended December 31,
2000. No distributions were paid to the shareholders of the Company's class B
subordinated shares.
It is proposed that the shareholders approve and ratify and, in so far as
necessary, adopt the distributions for the financial year ended December 31,
2000, in the amount of US$0.45 per share of the Company's class A common shares
previously declared and paid.
An absolute majority of the votes cast is required to approve and ratify
and, in so far as necessary, adopt the aforementioned distributions.
The Board of Directors recommends a vote FOR Item 4.
ITEM 5. APPOINTMENT OF INDEPENDENT ACCOUNTANTS
It is proposed that the shareholders approve the appointment of the
international accounting firm of Arthur Andersen LLP as the Company's
independent accountants to audit the Company's annual financial statements,
review the Company's quarterly financial statements, and perform other tasks
consistent with such appointment until the next annual general meeting of
shareholders. Arthur Andersen LLP has served as the Company's independent
accountants since 1995. Representatives of Arthur Andersen LLP will not be
present at the Meeting and will not have the opportunity to make a statement. In
addition, these representatives will not be available at the Meeting to respond
to questions.
An absolute majority of the votes cast is required to approve the
appointment by the Company, until the next annual general meeting of
shareholders, of Arthur Andersen LLP as the Company's independent accountants.
The Board of Directors recommends a vote FOR Item 5.
OTHER MATTERS
The Board of Directors does not know of any other matters to be presented
at the Meeting.
INFORMATION ABOUT THE BOARD OF DIRECTORS
AND EXECUTIVE OFFICERS
Our Board of Directors is divided into three classes. The directors serve
six year terms which are staggered such that approximately one-third of the
directors is appointed every two years. Our Board of Directors duly elects the
executive officers to serve until their respective successors are elected and
qualified. The Board of Directors met four times during 2000, and except for Mr.
Voges and Dr. Spicehandler, each director attended all of the Board of
Directors' meetings and all meetings of committees of the Board of Directors on
which the director served during 2000. Mr. Voges and Dr. Spicehandler attended
75% of such meetings.
The Compensation Committee of the Board of Directors is composed of John K.
Castle, Chairman, Francis Jungers, and David B. Pittaway. The Compensation
Committee, which met two times during 2000, administers and reviews our
executive officer and employee compensation programs.
During 2000, the Audit Committee of the Board of Directors was composed of
Admiral James L. Holloway III, Chairman, David B. Pittaway, Justin B. Wender,
and Jonathan R. Spicehandler, M.D. Mr. Wender resigned from the Audit Committee
effective February 21, 2001. The Audit Committee formally
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met four times during 2000. The Audit Committee reviews the audit plan developed
by the independent accountants in connection with their annual audit of the
Company's financial statements, the results of audits performed by the Company's
independent accountants, the independent accountants' charges to the Company,
the operations of the Company's internal auditors, current accounting rules and
changes thereto, and the Company's audited financial statements. The Audit
Committee also recommends the selection of independent accountants to the Board
of Directors each year, among other things.
The Company does not have a nominating committee.
The following table sets forth certain information with respect to the
directors and executive officers of the Company as of March 5, 2001:
TERM
NAME AGE POSITION EXPIRES
---- --- -------- -------
James G. Cameron(1)..................... 54 Director 2005
John K. Castle(1)(2).................... 60 Director 2005
Admiral James L Holloway, III(3)........ 79 Director 2003
Francis Jungers(2)...................... 74 Director 2003
David B. Pittaway(1)(2)(3).............. 49 Director 2005
Jonathan R. Spicehandler, M.D.(3)....... 52 Director and Nominee for Director 2001
Ernest "Jackie" Voges................... 69 Director and Nominee for Director 2001
Justin B. Wender........................ 31 Director 2003
Neill E. Andre de la Porte.............. 39 Nominee for Director --
Thomas M. Thompson, Jr.................. 56 Vice President --
Robert R. Russo......................... 45 Vice President --
James F. Brenner........................ 42 Vice President and Treasurer --
Jack R. Pine............................ 61 Secretary --
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(1) Member of Executive Committee
(2) Member of Compensation Committee
(3) Member of Audit Committee
Pursuant to a shareholders agreement among all of the shareholders of
Statia Terminals Holdings N.V., the Board of Directors of Statia Terminals
Holdings N.V. determines how the class B subordinated shares and any class A
common shares held by Statia Terminals Holdings N.V. are voted, including voting
for directors of the Company. Under the agreement, these shares must be voted in
favor of one nominee of the Company's executive officers, who must be one of the
Company's employees. Castle Harlan Partners II L.P. and its affiliates control
Statia Terminals Holdings N.V.
The directors of Statia Terminals, Inc., an indirect subsidiary of the
Company, are currently elected annually by its shareholder to serve during the
ensuing year or until their successors are duly elected and qualified. The Board
of Directors of Statia Terminals, Inc. duly elects the executive officers to
serve until their respective successors are elected and qualified. The following
table sets forth certain information with respect to certain directors and
executive officers of Statia Terminals, Inc. as of March 5, 2001:
NAME AGE POSITION
---- --- --------
James G. Cameron............... 54 Director, Chairman of the Board, and President
Thomas M. Thompson, Jr......... 56 Director and Executive Vice President
Robert R. Russo................ 45 Director and Senior Vice President
Jack R. Pine................... 61 Senior Vice President, General Counsel, and Secretary
John D. Franklin............... 44 Vice President -- Marine Fuel Marketing
James F. Brenner............... 42 Vice President -- Finance, Treasurer, and Assistant Secretary
Neill E. Andre de la Porte. Mr. Andre de la Porte is the partner in charge
of the New York, New York, office of the law firm of Smeets Thesseling van
Bokhorst, Netherlands Antilles attorneys to the Company.
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Mr. Andre de la Porte has been with the law firm of Smeets Thesseling van
Bokhorst since 1995, and the firm has represented the Company or one or more of
its subsidiaries for at least the last ten years. Effective as of March 15,
2001, Mr. Andre de la Porte will leave the law firm of Smeets Thesseling van
Bokhorst and will join the Dutch law firm of Holland van Gijzen. Mr. Andre de la
Porte is Chairman of the membership committee of the not-for-profit
Netherlands-America Foundation (NAF). Mr. Andre de la Porte has agreed to be
nominated for each of the two director positions due for appointment at the
Meeting in order for the Company to satisfy the requirement to nominate two
persons for each position. Mr. Andre de la Porte has signed a letter of
resignation effective immediately after the Meeting resigning from any director
position with the Company as to which he may be appointed.
James F. Brenner. Mr. Brenner has been Vice President and Treasurer of the
Company since December 23, 1996, and serves as our principal financial and
accounting officer. Mr. Brenner joined Statia Terminals, Inc. in 1992, as
Controller, and was appointed to his present position with Statia Terminals,
Inc. in May 1996. Immediately prior to joining us, he served three years as Vice
President, Finance and Chief Financial Officer of Margo Nursery Farms, Inc., a
publicly traded agribusiness firm with European and Latin American operations.
From 1986 to 1990, Mr. Brenner was Treasurer of Latin American Agribusiness
Development Corp., a company providing debt and equity financing to
agribusinesses throughout Latin America. From 1981 to 1986, Mr. Brenner held
various positions with the international accounting firm of
PricewaterhouseCoopers (formerly Price Waterhouse LLP).
James G. Cameron. Mr. Cameron has been a director of the Company since
February 6, 1997. Mr. Cameron has been with us since 1981. From 1981 to 1984,
Mr. Cameron served as the Project Manager spearheading the design and
construction of the St. Eustatius terminal facility. Mr. Cameron was promoted in
1984 to Executive Vice President of Statia Terminals, Inc. Since being named
Chairman of the Board and President of Statia Terminals, Inc. in 1993, Mr.
Cameron has served on the board of directors of Tankstore (a joint venture
company of CBI Industries, GATX Corporation, and Paktank International B.V.).
Mr. Cameron has also served on the board of directors of Petroterminal de
Panama, where he represented CBI Industries' ownership in the pipeline
traversing the isthmus of Panama. His prior experience in the petroleum industry
dates back to 1969 when he joined Cities Service Company as a marine engineer.
Mr. Cameron subsequently joined Pakhoed USA, Inc., where he served in a variety
of positions including Project Engineer, Manager of Engineering & Construction,
Maintenance Manager, and Terminal Manager, which included the management of
Paktank's largest facility in Deer Park, Texas.
John K. Castle. Mr. Castle has been a director of the Company since
February 6, 1997. Mr. Castle is Chairman and Chief Executive Officer of Branford
Castle, Inc., an investment company formed in 1986. Since 1987, Mr. Castle has
been Chairman of Castle Harlan, Inc., a private merchant bank in New York City.
Mr. Castle is Chief Executive Officer of Castle Harlan Partners II, G.P. Inc.,
the general partner of the general partner of Castle Harlan Partners II L.P.,
which is our controlling shareholder. Immediately prior to forming Branford
Castle, Inc. in 1986, Mr. Castle was President and Chief Executive Officer and a
director of Donaldson Lufkin & Jenrette, Inc., which he joined in 1965. Mr.
Castle is a director of Sealed Air Corporation, Morton's Restaurant Group, Inc.,
Commemorative Brands, Inc. and Universal Compression, Inc. He is a member of The
New York Presbyterian Hospital's Board of Trustees, a member of the board of the
Whitehead Institute for Biomedical Research and is a member of the Corporation
of the Massachusetts Institute of Technology.
John D. Franklin. Mr. Franklin joined Statia Terminals, Inc. in March 1992
as Manager, Marine Sales and became the Vice President-Marine Fuel Sales in 1996
and Vice President-Marine Fuel Marketing in March 2000. Since 1998, he has
served as a director of Petroterminal de Panama which owns and operates
electrical generating facilities, a cargo port, and two marine petroleum
terminals and an associated pipeline traversing the isthmus of Panama.
Immediately prior to joining us, he was employed for 14 years with The Coastal
Corporation, and its former subsidiary, Belcher Oil Co. Inc. His duties with
Coastal included management of the company's marine sales division; Manager,
National Accounts; and Terminal Manager at Coastal's New Orleans facility. He
has extensive experience in marketing, terminal operations, and technical sales
support.
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Admiral James L. Holloway III, U.S.N. (Ret.). Admiral Holloway has been a
director of the Company since April 29, 1997. Admiral Holloway is a retired
Naval Officer who served as Chief of Naval Operations and a member of the Joint
Chiefs of Staff from 1974 to 1978. After his retirement, from 1981 to 1989 he
was President of the Council of American Flag Ship Operators, a national trade
association representing the owners and operators of U.S. flag vessels in
foreign trade. From 1985 to 1989 he was a member of the President's Blue Ribbon
Commission on Merchant Marine and Defense and the Commission for a Long-Term
Integrated Defense Strategy. In 1986, Admiral Holloway was appointed Special
Envoy of the Vice President to the Middle East and from 1990 to 1992 he served
in a presidential appointment as U.S. Representative to the South Pacific
Commission. Admiral Holloway is currently Chairman of the Naval Historical
Foundation, Chairman emeritus of the Naval Academy Foundation, and Chairman
emeritus of the Board of Trustees of Saint James School.
Francis Jungers. Mr. Jungers has been a director of the Company since
April 29, 1997. Mr. Jungers is a private investor and business consultant in
Portland, Oregon. Mr. Jungers has been a consultant since January 1, 1978. From
1973 to 1978, he was Chairman and Chief Executive Officer of Arabian American
Oil Company which is the largest producer of crude and liquefied gas in the
world and holds the concession for all of Saudi Arabia's oil production. Mr.
Jungers is a director of Thermo Electron Corporation, The AES Corporation, and
ESCO Corporation. Mr. Jungers is Chairman of the Advisory Board of Common Sense
Partners, L.P., a hedge fund. Mr. Jungers is a member of the Visiting Committee,
The University of Washington. Mr. Jungers is Advisory Trustee of the Board of
Trustees, The American University in Cairo, Trustee of the Oregon Health
Sciences University Foundation, and a director of Goodwill Industries of the
Columbia Willamette.
Jack R. Pine. Mr. Pine has been the Company's Secretary since December 23,
1996. Mr. Pine has been involved with our legal affairs since 1978 and was
formally transferred to Statia Terminals, Inc. from CBI Industries in May 1996
as Senior Vice President, General Counsel, and Secretary. Since 1996, Mr. Pine
has served as a director of Petroterminal de Panama which owns and operates
electrical generating facilities, a cargo port, and two marine petroleum
terminals and an associated pipeline traversing the isthmus of Panama. He has
over 30 years of combined experience with Liquid Carbonic Industries
Corporation, CBI Industries, and us. Mr. Pine joined the legal staff of CBI
Industries in 1974 as Assistant Counsel and was appointed Associate General
Counsel in 1984. Prior to joining CBI Industries, Mr. Pine practiced law in the
private sector.
David B. Pittaway. Mr. Pittaway has been a director of the Company since
September 3, 1996. Mr. Pittaway is Senior Managing Director and has been Vice
President and Secretary of Castle Harlan, Inc., a private merchant bank in New
York City, since February 1987. Mr. Pittaway is an executive officer of Castle
Harlan Partners II, G.P. Inc., the general partner of the general partner of
Castle Harlan Partners II L.P., our controlling shareholder. Mr. Pittaway has
been Vice President and Secretary of Branford Castle, Inc., an investment
company, since October 1986. From 1987 to 1998 he was Vice President and Chief
Financial Officer and a director of Branford Chain, Inc., a marine wholesale
company where he is now a director and Vice Chairman. Mr. Pittaway is also a
director of Morton's Restaurant Group, Inc., Charlie Brown's Holdings, Inc.,
Equipment Support Services, Inc., and Commemorative Brands, Inc.
Robert R. Russo. Mr. Russo has been a Vice President of the Company since
December 23, 1996. Mr. Russo joined Statia Terminals, Inc. in 1990 as Manager,
Sales, and was promoted to his present position as Senior Vice President with
Statia Terminals, Inc. in May 1996. His prior experience in the petroleum
industry dates back to 1979 when he joined Belcher Oil Co. Inc., a subsidiary of
The Coastal Corporation. Mr. Russo was Coastal's Vice President, Heavy Products
Trading, from 1987 until his departure to join us in 1990.
Jonathan R. Spicehandler, M.D. Dr. Spicehandler has been a director of the
Company since April 29, 1997. Since 1993, Dr. Spicehandler has been President of
Schering-Plough Research Institute, the pharmaceutical research arm of
Schering-Plough Corporation, a research based company engaged in the discovery,
development, manufacturing and marketing of pharmaceutical and health care
products worldwide. Dr. Spicehandler is a diplomat of the American Board of
Internal Medicine. He was also elected to the Alpha
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Omega Alpha Honor Society. He serves as president emeritus, board of managers,
of the New Jersey division of Cancer Care, Inc. Dr. Spicehandler is a member of
the boards of trustees of the Kessler Institute for Rehabilitation, Inc.,
Montclair State University, and the Liberty Science Center. He also serves on
the board of directors of the National Foundation of Infectious Diseases. Dr.
Spicehandler is a member of the board of associates of the Whitehead Institute
for Biomedical Research.
Thomas M. Thompson, Jr. Mr. Thompson has been a Vice President of the
Company since December 23, 1996. Mr. Thompson has been with us since 1985 when
he joined Statia Terminals, Inc. as Vice President, Sales & Marketing. He has
also held the position of Senior Vice President, with full responsibility for
our former Houston, Texas, sales and operations and President of JASTATIA, Inc.,
a marine vessel operating joint venture between Jahre Ship Services A/S and us.
Mr. Thompson became Executive Vice President of Statia Terminals, Inc. in May
1996. His prior experience in the petroleum and chemical industry dates back to
1968 when he joined GATX Corporation as a sales representative. He subsequently
worked as both a sales manager and General Manager with Pakhoed USA, Inc.
Ernest "Jackie" Voges. Mr. Voges has been a director of the Company since
February 2, 1998. From 1982 to 1996, Mr. Voges was General Managing Director of
the Curacao Ports Authority. From 1977 to 1982, Mr. Voges held various positions
including Dean of the Law School of the University of the Netherlands Antilles,
permanent lecturer for the history of law and a member of the International
Advisory Council of Florida International University. From 1973 to 1977, he
served in various positions within the government for Land Territory of the
Netherlands Antilles including Vice Prime Minister, Minister of Justice, and
Minister of Transport and Communications. From 1967 to 1969, Mr. Voges served as
Minister of Public Health. From 1959 to 1967, he was a member of the Island
Council of the Island Territory of Curacao and from 1966 to 1967 he was
Commissioner of the Island Territory of Curacao. Mr. Voges is Managing Director
of Leeward News Holding N.V., Chairman of the Foundation Stichting
Monumentenzorg Curacao, and Supervisory Director of Stadsherstel Corporation
N.V. He is also Chairman of the Foundation Stichting JEKA, Supervisory Director
of Smit International Corporation N.V., and Managing Director of Voges Inc.,
N.V. In 1979, Mr. Voges was Knighted in the Order of the Dutch Lion.
Justin B. Wender. Mr. Wender has been a director of the Company since
September 3, 1996. Since 1993, he has been employed by Castle Harlan, Inc. He
currently serves as Managing Director. From 1991 to 1993, Mr. Wender worked in
the Investment Banking Group of Merrill Lynch & Co. He is a board member of
Charlie Brown's Holdings, Inc.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the directors, officers, and persons who own more than 10% of any registered
class of the Company's securities (the "10% Shareholders") to file reports of
ownership and reports of changes in ownership (Forms 3, 4, and 5) with the
United States Securities and Exchange Commission (the "SEC") and The Nasdaq
Stock Market. The directors, officers, and 10% Shareholders are also required by
SEC regulation to furnish the Company with copies of all such forms that they
file.
To the Company's knowledge, based solely on its review of the copies of
such forms furnished to the Company and written representations from the
directors, officers, and 10% Shareholders, the Company believes that during the
financial year ended December 31, 2000, its directors, officers, and 10%
Shareholders complied with all Section 16(a) filing requirements applicable to
them, except Statia Terminals Holdings N.V. which was 377 days late in filing
one Form 3 with respect to two transactions in the Company's class B
subordinated shares and class C shares.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation paid
or accrued for the three years ended December 31, 2000, for Mr. Cameron and each
of our five other most highly compensated executive officers (the "named
executive officers").
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SHARES
------------------------------------------ UNDERLYING
BONUS OTHER ANNUAL OPTIONS/SARS ALL OTHER
NAME AND PRINCIPAL POSITION(1) YEAR SALARY($) ($)(2) COMPENSATION($)(3) (#)(4) COMPENSATION($)(5)
- ------------------------------ ---- ---------- -------- ------------------ ------------ ------------------
James G. Cameron............ 2000 $299,616 $227,077 -- 39,000 $69,419
1999 292,596 187,514 576,959 -- 69,476
1998 275,482 211,875 -- 615 69,525
Thomas M. Thompson, Jr...... 2000 260,270 191,754 -- 33,000 17,798
1999 253,269 158,417 449,857 -- 16,696
1998 241,549 173,750 -- 490 16,677
Robert R. Russo............. 2000 239,615 181,662 -- 32,000 15,642
1999 228,846 148,718 395,589 -- 14,897
1998 199,232 145,000 -- 425 13,816
Jack R. Pine................ 2000 164,808 100,923 -- 13,000 12,377
1999 163,010 77,592 196,604 -- 12,098
1998 161,929 97,500 -- 185 11,410
John D. Franklin............ 2000 156,731 100,923 -- 13,000 11,658
1999 149,616 77,592 173,278 -- 11,162
1998 139,616 97,500 -- 185 10,784
James F. Brenner............ 2000 156,731 100,923 -- 13,000 12,000
1999 154,731 77,592 154,713 -- 11,462
1998 130,289 91,250 57,587 175 10,941
- ---------------
(1) James G. Cameron: Director of the Company and Director, Chairman of the
Board, and President of Statia Terminals, Inc.; Thomas M. Thompson, Jr.:
Vice President of the Company and Director and Executive Vice President of
Statia Terminals, Inc.; Robert R. Russo: Vice President of the Company and
Director and Senior Vice President of Statia Terminals, Inc.; Jack R. Pine:
Secretary of the Company and Senior Vice President, General Counsel, and
Secretary of Statia Terminals, Inc.; John D. Franklin: Vice
President -- Marine Fuel Marketing of Statia Terminals, Inc.; and James F.
Brenner: Vice President and Treasurer of the Company and Vice
President -- Finance, Treasurer, and Assistant Secretary of Statia
Terminals, Inc.
(2) The compensation reported represents an annual cash incentive bonus based on
the Company attaining certain levels of earnings before interest expense,
taxes, depreciation, and amortization. This program is discussed further in
the "COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION" section below.
The 1999 and 2000 amounts were paid in early 2000 and 2001, respectively.
The 1998 amounts were paid in late 1998.
(3) The compensation reported for 1999 represents a bonus of $1,947,000, in
aggregate, paid to the named executive officers. The purpose of this special
management bonus was to partially reimburse these individuals with respect
to adverse tax consequences that resulted from our initial public offering
of equity and other past compensation arrangements. The compensation
reported for 1998 represents $35,923 of relocation expenses and $21,664 of
related tax reimbursements paid to Mr. Brenner.
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(4) Options were granted on May 2, 2000, and are discussed further under "Option
Grants During the Year Ended December 31, 2000" below.
1998 grants were for options to purchase the Company's common stock awarded
under the 1997 Stock Option Plan. The fair value at the date of grant,
December 3, 1998, was determined by the Company's Compensation Committee to
be $0.10 per share. The award agreements specified that if a liquidation
event occurred (as defined in the award agreements), the option would become
fully exercisable. Our initial public offering of equity, which was
completed on April 28, 1999, qualified as a liquidation event under the
award agreements. Each outstanding option on April 28, 1999, was exercised
and converted to approximately 80.6469 class B subordinated shares and
approximately 0.806469 class C shares. The holders then transferred all of
the class B subordinated shares and class C shares to Statia Terminals
Holdings N.V. in exchange for common shares of Statia Terminals Holdings
N.V. Statia Terminals Holdings N.V. now owns all of the outstanding class B
subordinated shares and class C shares. These transactions are further
discussed in our Registration Statement on Form S-1 (File No. 333-72317)
related to our initial public offering of equity.
(5) The compensation reported for 2000 represents: (a) the dollar value of split
dollar life insurance benefits paid by us, (b) matching and discretionary
contributions made to our 401(k) plan, and (c) the cost of life insurance in
excess of limits prescribed by the Internal Revenue Code. These benefits,
expressed in the same order as listed in the preceding sentence, amounted to
$50,789, $17,250, and $1,380 for Mr. Cameron; $0, $15,450, and $2,348 for
Mr. Thompson; $0, $14,850, and $792 for Mr. Russo; $0, $11,530, and $847 for
Mr. Pine; $0, $11,530, and $128 for Mr. Franklin; and $0, $11,530, and $470
for Mr. Brenner.
We are committed to pay the premiums of a split dollar life insurance policy
for Mr. Cameron until the earlier of Mr. Cameron reaching age 65 or the
termination of Mr. Cameron's employment at which time either Mr. Cameron or
his designated beneficiaries will receive the cash surrender value of the
policy. Assuming premium payments are made until age 65, the full cost to us
of remaining payments as of December 31, 2000, is $558,679.
OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 2000
The following tables summarize option grants to the named executive
officers during the calendar year 2000 and January 2001 pursuant to the Statia
Terminals Group N.V. 1999 Share Option Plan. We have never granted stock
appreciation rights.
INDIVIDUAL GRANTS
--------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SHARES OPTIONS OF STOCK APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES PRICE EXPIRATION ---------------------------
NAME GRANTED(1)(2) IN 2000 ($/SH) DATE 5% 10%
---- ------------- ---------- -------- ----------- ------------ ------------
James G. Cameron.......... 39,000 17.1% $5.59 May 2, 2010 $137,105.32 $347,451.79
Thomas M. Thompson, Jr.... 33,000 14.5% 5.59 May 2, 2010 116,012.19 293,997.67
Robert R. Russo........... 32,000 14.0% 5.59 May 2, 2010 112,496.67 285,088.65
Jack R. Pine.............. 13,000 5.7% 5.59 May 2, 2010 45,701.77 115,817.26
John D. Franklin.......... 13,000 5.7% 5.59 May 2, 2010 45,701.77 115,817.26
James F. Brenner.......... 13,000 5.7% 5.59 May 2, 2010 45,701.77 115,817.26
- ---------------
(1) On May 2, 2000, we granted options on 220,000 of the Company's class A
common shares to employees. The exercise price was determined to be fair
market value on May 2, 2000, and was calculated as the average of the
closing bid and ask prices of our class A common shares, as reported on the
Nasdaq National Market System, on that date. Each option allows the holder
to purchase the specified number of our class A common shares at the
exercise price.
The options expire after ten years and may be exercised on or after May 2,
2009; provided, however, that the option exercise date will be accelerated
upon the conversion of our class B subordinated shares into
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class A common shares in accordance with our Articles of Incorporation. The
percentage of the class A common shares for which options will become
exercisable upon any such conversion equals the number of class B
subordinated shares converted pursuant to such conversion divided by
3,800,000. Immediately prior to any change in control, as defined in our
Articles of Incorporation, the unexercised portions of the options become
exercisable. Under certain specified circumstances, which include the
holder's death or disability, termination without substantial cause and
normal retirement, the unexercised portions of the options may also become
exercisable by the holder or his or her beneficiary or heir, but only for
certain specified periods after the occurrence of such an event.
(2) On January 24, 2001, we granted options on 227,500 of the Company's class A
common shares to employees pursuant to the Company's 1999 Share Option Plan
at an exercise price of $8.094 per share. The options expire after ten years
and may be exercised on or after January 24, 2010; provided, however, that
the exercise date may be accelerated upon the same terms as explained in
note (1) above. The named executive officers received the following options:
NUMBER
NAME OF OPTIONS
---- ------------
James G. Cameron.................................... 38,000
Thomas M. Thompson, Jr.............................. 32,000
Robert R. Russo..................................... 31,000
Jack R. Pine........................................ 13,000
John D. Franklin.................................... 13,000
James F. Brenner.................................... 13,000
AGGREGATED OPTION EXERCISES IN LAST YEAR
AND YEAR-END OPTION VALUES
NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED DECEMBER 31, 2000 DECEMBER 31, 2000
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
James G. Cameron................. 0 0 0 39,000 0 $54,990.00
Thomas M. Thompson, Jr........... 0 0 0 33,000 0 46,530.00
Robert R. Russo.................. 0 0 0 32,000 0 45,120.00
Jack R. Pine..................... 0 0 0 13,000 0 18,330.00
John D. Franklin................. 0 0 0 13,000 0 18,330.00
James F. Brenner................. 0 0 0 13,000 0 18,330.00
COMPENSATION OF DIRECTORS
We pay four of our directors, Admiral James L. Holloway III, Francis
Jungers, Jonathan R. Spicehandler, M.D., and Ernest Voges, $1,000 plus
reimbursement of out-of-pocket expenses, per Board of Directors meeting
attended. The aforementioned directors were each granted 2,000 stock options on
May 2, 2000, and 2,000 stock options on January 24, 2001, pursuant to the
Company's 1999 Share Option Plan. All of the options expire after ten years. The
options granted in 2000 are exercisable on or after May 2, 2009, at an exercise
price of $5.59 per share and the options granted in 2001 are exercisable on or
after January 24, 2010, at an exercise price of $8.094 per share; provided,
however, that in both cases the exercise date may be accelerated upon the same
terms as explained in note (1) to the table in the "Option Grants During the
Year Ended December 31, 2000" section above.
Each of the foregoing directors has entered into consulting agreements with
Statia Terminals International N.V., a subsidiary of the Company, for advisory
and consulting services related to investment and strategic planning, financial,
and other matters. In consideration of services provided to Statia Terminals
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International N.V., each consultant receives a consulting fee of $6,250 per
quarter, plus reimbursement of out-of-pocket expenses.
On July 1, 2000, a subsidiary of the Company entered into a one-year
consulting agreement with Voges Inc., N.V., a company owned 100% by our director
Ernest Voges. The consulting agreement requires Voges Inc., N.V. to provide
certain consulting and negotiation services related to our business interests in
the Netherlands Antilles in exchange for a monthly fee of $6,000, plus
reimbursement of out-of-pocket expenses. For the year ended December 31, 2000,
Voges Inc., N.V. was paid $0 for consulting services and expenses pursuant to
this agreement. Upon 90 days written notice, either party may terminate the
consulting agreement at any time during its term.
EMPLOYMENT AGREEMENTS
We have entered into employment agreements with James G. Cameron, Thomas M.
Thompson, Jr., Robert R. Russo, Jack R. Pine, John D. Franklin, and James F.
Brenner. These agreements provide for an annual base salary which is subject to
review at least annually by the Board of Directors or a committee thereof,
increasing at least at the growth rate of the consumer price index. The
respective annual base salaries in effect for 2001 are $310,000 for Mr. Cameron,
$265,000 for Mr. Thompson, $250,000 for Mr. Russo, $175,000 for Mr. Pine,
$165,000 for Mr. Franklin, and $165,000 for Mr. Brenner. These agreements also
provide for an annual cash incentive bonus to be awarded based on the difference
between a target earnings before interest expense, taxes, depreciation, and
amortization ("EBITDA") and actual EBITDA. The employment agreements continue to
March 31, 2003, and are automatically extended for an additional year on March
31 of every year (i.e., on March 31, 2001, the agreements extend to March 31,
2004) unless either party gives notice of non-renewal. No such notices have been
given. Additional benefits include participation in an executive life insurance
plan for Mr. Cameron. In the event that we terminate any of these employment
agreements without substantial cause or the employee terminates for good reason,
as these terms are defined in each of the employment agreements, the employee
shall be entitled to his current medical and dental benefits and his current
compensation. These entitlements will last to the later of twelve months or the
remaining portion of the term of the relevant employment agreement. These
entitlements will be payable in monthly installments for such period with the
addition of a pro rated portion of the employee's bonus compensation for the
year of termination. The bonus is only payable as and when ordinarily determined
for such year.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
The Company's Compensation Committee is comprised of three members: John K.
Castle, David B. Pittaway, and Francis Jungers. Messrs. Castle, Pittaway, and
Jungers are not, nor have they ever been, officers or employees of the Company
or any of its subsidiaries.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered and reviewed
by the Compensation Committee.
OVERALL OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM
Our compensation philosophy and program objectives are guided by two
primary objectives. First, the program is intended to provide competitive levels
of compensation, at expected levels of performance, in order to attract,
motivate, and retain talented executives. Second, the program is intended to
create an alignment of interests between our executives and shareholders such
that a significant portion of each executive's compensation is directly linked
to maximizing shareholder value.
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In support of this philosophy, the executive compensation program is
designed to reward performance that is directly relevant to our short-term and
long-term success. As such, we attempt to provide both short-term and long-term
incentive pay that varies based on corporate and individual performance.
To accomplish these objectives, the Compensation Committee has structured
the executive compensation program with three primary underlying components:
base salary, annual incentives, and long-term incentives. Certain other
executive benefits are also provided. The following sections describe our
program by element of compensation and discuss how each component relates to our
overall compensation philosophy.
In reviewing this information, reference is often made to the use of
competitive market data as criteria for establishing targeted compensation
levels. Several market data sources are used by us, including gas and oil
industry norms for selected publicly traded peer companies, as reflected in
these companies' proxy statements. In addition, we use published survey data and
data obtained from independent consultants that are for general industry
companies similar to us in size. However, there is no effort to assess how our
executive pay levels compare to the levels of pay provided by the other
companies used in our performance graph since these companies vary significantly
in size and scope of operations.
BASE SALARY
Our base salary philosophy is to provide base pay levels that are
competitive in the oil and gas industry and local geographic areas where we
operate. We periodically review our executive pay levels to assure consistency
with the external market. We believe it is crucial to provide strongly
competitive salaries over time in order to attract and retain executives who are
highly talented and capable of creating added shareholder value.
Annual salary adjustments for our executive officers are based on several
factors including: changes in the U.S. Department of Labor Consumer Price Index
for All Urban Consumers, general levels of market salary increases, individual
performance, competitive base salary levels, and our overall financial results.
We review performance qualitatively considering total shareholder returns, the
level of earnings, return on equity, return on total capital, and individual
performance. These criteria are assessed qualitatively and are not weighted. All
base salary increases are based on a philosophy of pay-for-performance and
perceptions of an individual's long-term value to us. As a result, employees
with higher levels of performance sustained over time will be paid
correspondingly higher salaries.
ANNUAL INCENTIVES
Each of our executive officers has an employment agreement that specifies
he be paid an annual cash incentive bonus based on our attaining certain levels
of EBITDA as compared to an annual goal set by our Board of Directors and the
president of Statia Terminals, Inc. Under this bonus program, target award
opportunities vary by individual position and are typically expressed as a
percent of base salary. In addition, the president of Statia Terminals, Inc. and
the Compensation Committee may award discretionary bonuses for meeting specific
objectives and outstanding performance. Our annual incentives are intended to:
(1) reward key employees based on company performance, (2) motivate key
employees, and (3) provide competitive cash compensation opportunities to plan
participants.
LONG-TERM INCENTIVES
The long-term incentives component of our program is designed to focus
executive efforts on our long-term goals and to maximize total return to
shareholders. While the Compensation Committee is allowed to use a variety of
long-term incentive devices, in recent years they have relied primarily on stock
option awards to provide long-term incentive opportunities.
Stock options align the interests of employees and shareholders by
providing value to the executive through stock price appreciation only. The
Compensation Committee believes stock options are an important part of our total
executive pay program, since the executives only receive income from the options
if our share price rises. Pursuant to the Company's 1999 Share Option Plan and
the share option award agreements
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underlying the grant of any share options, all share options become exercisable
on the ninth anniversary of the grant date and have a ten year term before
expiration; provided, however, that the option exercise date may be accelerated
upon the same terms as explained in note (1) to the table in the "Option Grants
During the Year Ended December 31, 2000" section above.
The number of shares actually granted to a particular participant is based
on our financial success, our future business plans, and the individual's
position and level of responsibility. All of these factors are assessed
subjectively and are not weighted.
2000 COMPENSATION FOR MR. CAMERON
As previously described, the Compensation Committee considers several
factors in developing an executive's compensation package. For Mr. Cameron,
these factors include competitive market practices consistent with the
philosophy described for other executives, experience, achievement of strategic
goals, and our financial success considering the factors outlined under the
annual incentives component of our program described above.
Mr. Cameron's salary for 2000 was increased primarily as a result of
competitive market factors. Mr. Cameron's bonus for 2000 was $227,077, payable
in 2001. This award was slightly above targeted levels since our aggregate
performance on the measures described in the annual incentives section of this
report was above our targets. In May 2000 and January 2001, we granted Mr.
Cameron options to purchase 39,000 and 38,000 class A common shares,
respectively, the details of which are set forth under the "Option Grants During
the Year Ended December 31, 2000" section above. As detailed in note 5 of the
Summary Compensation Table above, Mr. Cameron received $69,419 of other
compensation in 2000.
Compensation Committee:
John K. Castle, Chairman
Francis Jungers
David B. Pittaway
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PERFORMANCE GRAPH
The SEC requires that we present a line graph comparing cumulative returns,
from April 28, 1999, (the date our initial public offering of equity closed)
through December 31, 2000, on an indexed basis with the Nasdaq US & Foreign
Stock Index (or another broad-based index) and either a nationally-recognized
industry standard or a group of peer companies selected by us. We have selected,
for purposes of this performance comparison, four public companies believed to
offer services or products similar to those offered by us, and the provision of
which products or services represents a significant portion of their respective
businesses. A list of these companies follows the graph below. The graph assumes
that $100 was invested on April 28, 1999, in each of our class A common shares,
the Nasdaq US & Foreign Stock Index, and the self-constructed peer group
(weighted on the basis of capitalization), and that all dividends were
reinvested.
THE NASDAQ US & FOREIGN
THE COMPANY STOCK INDEX THE PEER GROUP
----------- ----------------------- --------------
4/28/99 $ 100.00 $ 100.00 $ 100.00
6/30/99 87.02 106.03 97.84
9/30/99 70.30 108.38 99.66
12/31/99 32.20 158.70 74.30
3/31/00 43.63 176.08 76.52
6/30/00 39.42 152.61 84.92
9/30/00 44.64 140.93 92.11
12/31/00 44.75 94.49 96.53
Our self-constructed peer group consists of the following companies: Kaneb
Pipeline Partners L.P., TransMontaigne, Inc., El Paso Energy Partners L.P., and
Plains All American Pipeline L.P. Cumulative total shareholder return for each
investment may be calculated from the values presented in the table above.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of March 5, 2001, the ownership of the
issued and outstanding class A common shares, class B subordinated shares, and
class C shares by: (1) each person known by us to be a beneficial owner of more
than 5% of any class of our voting securities, (2) each of our directors and
named executive officers, and (3) all of our directors and named executive
officers as a group. The address of each owner is our principal office unless
otherwise indicated.
CLASS A CLASS B
COMMON SHARES SUBORDINATED SHARES(1) CLASS C SHARES(1)
-------------------- ----------------------- -----------------------
# OF PERCENT OF # OF PERCENT OF # OF PERCENT OF
NAME & ADDRESS OF BENEFICIAL OWNER(2)(3) SHARES OUTSTANDING SHARES OUTSTANDING SHARES OUTSTANDING
- ---------------------------------------- ------ ----------- --------- ----------- --------- -----------
James G. Cameron.................... -- -- 195,488 5.1 1,954.88 5.1
Thomas M. Thompson, Jr. ............ 110 * 152,424 4.0 1,542.24 4.0
Robert R. Russo..................... -- -- 134,035 3.5 1,340.35 3.5
Jack R. Pine........................ -- -- 66,615 1.8 666.15 1.8
John D. Franklin.................... -- -- 58,711 1.5 587.11 1.5
James F. Brenner.................... -- -- 52,420 1.4 524.20 1.4
John K. Castle(4)................... -- -- 3,800,000 100.0 38,000 100.0
c/o Castle Harlan, Inc.
150 East 58th Street
New York, NY 10155
David B. Pittaway................... -- -- 16,129 * 161.29 *
Justin B. Wender.................... -- -- 806 * 8.06 *
James L. Holloway III............... -- -- 12,097 * 120.97 *
Francis Jungers..................... 21,050 * 16,129 * 161.29 *
Jonathan R. Spicehandler............ -- -- 16,129 * 161.29 *
Ernest Voges........................ -- -- 8,065 * 80.65 *
All directors and executive officers
as a group (13 in number)......... 21,160 * 3,800,000 100.0 38,000 100.0
Castle Harlan Partners II L.P.,
affiliates and Castle Harlan
employees(4)...................... -- -- 3,800,000 100.0 38,000 100.0
c/o Castle Harlan, Inc.
150 East 58th Street
New York, NY 10155
Statia Terminals Holdings N.V. ..... -- -- 3,800,000 100.0 38,000 100.0
- ---------------
* Beneficially owns less than one percent of such class of shares.
(1) Share amounts for directors and named executive officers and all directors
and officers as a group are beneficially held as shareholders of Statia
Terminals Holdings N.V., which holds 3,800,000 class B subordinated shares
and 38,000 class C shares.
(2) Share amounts for directors and named executive officers and all directors
and officers as a group include shares held by immediate family members.
(3) The following is a list of directors and officers of the Company and Statia
Terminals, Inc. Mr. Cameron is a director of the Company and a director,
Chairman of the Board, and President of Statia Terminals, Inc. Mr. Thompson
is the Vice President of the Company and a director and Executive Vice
President of Statia Terminals, Inc. Mr. Russo is the Vice President of the
Company and a director and Senior Vice President of Statia Terminals, Inc.
Mr. Pine is the Secretary of the Company and Senior Vice President, General
Counsel, and Secretary of Statia Terminals, Inc. Mr. Franklin is the Vice
President -- Marine Fuel Marketing of Statia Terminals, Inc. Mr. Brenner is
the Vice President and Treasurer of the Company and the Vice
President -- Finance, Treasurer, and Assistant Secretary of Statia
Terminals, Inc.
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Messrs. Castle, Pittaway, Wender, Holloway, Jungers, Spicehandler, and Voges
are each directors of the Company.
(4) Castle Harlan Partners II L.P. and certain of its affiliates own a majority
of the voting securities of Statia Terminals Holdings N.V. Mr. Castle is the
controlling stockholder of the general partner of the general partner of
Castle Harlan Partners II L.P. Mr. Castle may, therefore, be deemed to be
the beneficial owner of shares beneficially owned by Castle Harlan Partners
II L.P. or its affiliates and Castle Harlan employees. Mr. Castle disclaims
beneficial ownership of the shares owned by Castle Harlan Partners II L.P.,
its affiliates and Castle Harlan employees other than such shares that
represent his pro rata partnership interests in Castle Harlan Partners II
L.P. and its affiliates.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS
MANAGEMENT AGREEMENT
As part of the acquisition of the Company in 1996 by Castle Harlan Partners
II L.P., the Company entered into a management agreement with Castle Harlan,
Inc. providing for the payment to Castle Harlan, Inc., subject to certain
conditions, of an annual management fee of $1.35 million, plus expenses, for
advisory and strategic planning services in relation to the day-to-day affairs
of the Company. Such services were performed at the discretion of Castle Harlan,
Inc. This management agreement was amended and restated at the closing of our
initial public offering of equity on April 28, 1999, to eliminate the $1.35
million management fee and require that any such services be provided only at
the request of the Company. The Company has not requested any such services
subsequent to April 28, 1999, nor has Castle Harlan, Inc. provided any such
services. Accordingly, no management fee expense has been recorded subsequent to
April 28, 1999. The amended and restated management agreement continues to
provide for reimbursement of ordinary and necessary expenses and a continuing
indemnity for the period up to the termination date of November 27, 2006, and
any extension thereto. During 2000, the Company paid Castle Harlan, Inc.
approximately $115,000 in reimbursable expenses pursuant to the agreement.
BOARD OF DIRECTORS
Some employees of Castle Harlan, Inc. and a member of our management are
members of the Board of Directors of the Company. Some of the actions taken by
the Board of Directors may affect the amount of cash available for distribution
to holders of class A common shares and class B subordinated shares or
accelerate the conversion of class B subordinated shares. Decisions of the Board
of Directors with respect to the amount and timing of asset purchases and sales,
cash expenditures, borrowings, and issuances of additional class A common shares
and the creation, reduction, cancellation, or increase of reserves in any
quarter will affect whether, or the extent to which, there is sufficient
Available Cash (as defined in our Articles of Incorporation) from our operating
surplus to meet the Target Quarterly Distribution (as defined in our Articles of
Incorporation) and additional distribution levels on all shares in a given
quarter or in subsequent quarters.
LOANS TO MANAGEMENT
On November 27, 1996, Messrs. Cameron, Thompson, Russo, Pine, Franklin,
Brenner, and certain other of our officers and managers were granted loans by
the Company to purchase shares of its common stock and Series E preferred stock.
The loans totaled $1.5 million and were secured by pledges of such stock. The
loans bore interest at 6.49% annually and were due on the earlier of: (1)
November 26, 2003, (2) the sale of the pledged stock, or (3) a "change in
control," as defined in the loan agreement. In April 1999, and in conjunction
with our initial public offering of equity, these loans were replaced with new
loans aggregating $1.5 million and bearing interest at 5.17%. The maturity of
the new loans is the earlier of: (1) April 28, 2009, or (2) the sale of the
pledged stock.
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PURCHASE OF CLASS A COMMON SHARES FROM STATIA TERMINALS CAYMAN, INC.
During March and June 2000, Statia Terminals Cayman, Inc. purchased 61,000
shares of the Company's class A common shares on the open market. On January 8,
2001, the Company purchased the 61,000 class A common shares from Statia
Terminals Cayman, Inc. at fair value of $480,375 as part of the Company's
continuing stock purchase program.
As previously mentioned, Statia Terminals Holdings N.V., a non-public
company, owns 100% of the Company's 3.8 million outstanding class B subordinated
shares. The shareholders of Statia Terminals Cayman, Inc. are the same, and in
the same proportions, as the shareholders of Statia Terminals Holdings N.V. set
forth in the table under "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" above.
INDEPENDENT ACCOUNTANTS
The Company has recommended, and requested the shareholders to approve, the
appointment of Arthur Andersen LLP as the Company's independent accountants to
audit the Company's financial statements, review the Company's quarterly
financial statements, and perform other tasks consistent with such appointment
until the next annual general meeting of shareholders. Representatives of Arthur
Andersen LLP will not be present at the Meeting and will not have the
opportunity to make a statement. In addition, these representatives will not be
available at the Meeting to respond to questions.
AUDIT FEES
Arthur Andersen LLP billed the Company $183,500 for professional services
rendered for the audit of the Company's consolidated financial statements for
the year ended December 31, 2000, and the reviews of the consolidated financial
statements included in the Company's Forms 10-Q for 2000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
None.
ALL OTHER FEES
In addition to performing the audit and reviews of the Company's
consolidated financial statements, Arthur Andersen LLP provided various other
services, primarily consisting of tax planning and compliance, and evaluating
the effects of various accounting issues and changes in accounting standards.
The aggregate fees billed for services other than the services covered in "Audit
Fees" and "Financial Information Systems Design and Implementation Fees" were
$203,634 for the year ended December 31, 2000.
The Audit Committee, at its meeting on January 24, 2001, determined that
the provision of the services covered under "Financial Information Systems
Design and Implementation Fees" and "All Other Fees" above is compatible with
maintaining Arthur Andersen LLP's independence.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee is comprised of three members: Admiral Holloway, Mr.
Pittaway, and Dr. Spicehandler. Admiral Holloway and Dr. Spicehandler are
independent directors as defined in Rule 4200(a)(14) of the National Association
of Securities Dealers ("NASD") listing standards, while Mr. Pittaway may not be
as a result of his employment by Castle Harlan, Inc. However, the Board of
Directors has determined in accordance with NASD Rule 4350(d)(2)(B) that the
appointment of Mr. Pittaway to the Audit Committee is appropriate due to his
extensive financial and accounting experience and knowledge of audit and
financial issues.
During 2000, the Audit Committee met regularly with Arthur Andersen LLP,
the Company's independent accountants retained to perform the annual audit and
quarterly review of the financial statements, and
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Deloitte and Touche, retained to perform the internal audit function for the
Company, and senior management.
With regard to financial matters of the Company as of and for the year
ended December 31, 2000:
(1) The Audit Committee and/or appropriate Audit Committee members
designated by the Audit Committee have reviewed and discussed the
audited financial statements with management and the independent
accountants, including the quality of the earnings presented in
the financial statements;
(2) The Audit Committee has discussed with the independent accountants
the matters required to be discussed by Statement of Auditing
Standards No. 61 (Codification of Statements on Auditing
Standards, AU sec. 380);
(3) The Audit Committee has received the written disclosures and the
letter from the independent accountants required by Independence
Standards Board Standard No. 1, Independence Discussions with
Audit Committees, and has discussed with the independent
accountants the independent accountant's independence; and
(4) Based on the review and discussions referred to in paragraphs (1)
to (3) above, the Audit Committee has recommended to the Board of
Directors that the audited financial statements as of and for the
year ended December 31, 2000, be included in the Company's Annual
Report on Form 10-K for filing with the Securities and Exchange
Commission.
In addition, at its meeting held on April 18, 2000, the Audit Committee,
with the consent of the Board of Directors, adopted a charter to govern the
general direction of the Audit Committee. The Charter was further reviewed and
confirmed at the Audit Committee meeting held in January 2001. The current
Charter of the Audit Committee is attached hereto as Appendix A and incorporated
herein by this reference. The Audit Committee believes it has generally complied
with the provisions of the Charter.
Audit Committee
Admiral James L. Holloway III,
Chairman
Jonathan R. Spicehandler, M.D.
David B. Pittaway
SHAREHOLDER PROPOSALS
Under the Company's Articles of Incorporation, the Board of Directors shall
establish the agenda for the annual general meeting of shareholders. Also under
the Company's Articles of Incorporation and the laws of the Netherlands
Antilles, shareholders representing at least one tenth of the issued capital may
request that the Board of Directors convene a general meeting of shareholders to
deal with a subject specified in a petition. If the Board of Directors does not
convene the general meeting of shareholders within four weeks after the request,
the shareholders who requested the meeting may petition the courts of the
Netherlands Antilles for permission to convene a general meeting of
shareholders.
By Order of the Board of Directors
/s/ JACK R. PINE
Jack R. Pine
Secretary
March 15, 2001
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APPENDIX A
STATIA TERMINALS GROUP N.V.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
I. SCOPE AND AUTHORITY
The scope of the Audit Committee function shall encompass the full range of
financial reporting, accounting, auditing, and internal controls of the Company,
and the Audit Committee is granted the authority to investigate, to the extent
the Committee deems appropriate, any matter or activity involving financial
reporting, accounting, auditing, and internal controls of the Company. In this
regard, the Audit Committee shall have authority to approve the retention of
external professionals to render advice and counsel in such matters. All
employees of, and persons contracted by, the Company shall be directed to
cooperate with respect thereto as requested by the Audit Committee.
II. MEMBERSHIP
The Audit Committee shall be comprised of three or more directors appointed
by the Board of Directors, each of whom shall be an independent director (as
defined in the National Association of Securities Dealers rules), and free from
any relationship that, in the opinion of the Board of Directors, would interfere
with the exercise of his or her independent judgment. The designation of a
Chairperson of the Audit Committee shall be made by the Board of Directors. All
members of the Audit Committee shall have a working familiarity with basic
finance and accounting practices, and at least one member of the Audit Committee
shall have financial or accounting management expertise. Audit Committee members
are encouraged to continually enhance their familiarity with finance and
accounting matters.
III. MEETINGS
The Audit Committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its responsibility to foster
open communication, the Audit Committee shall meet at least annually with
management, the internal auditor(s), and the independent accountants in joint or
separate sessions, including private sessions, to discuss such matters as the
Audit Committee may deem appropriate. In order to properly fulfill its
obligations, a quorum for Audit Committee Meetings shall be established when at
least two directors are present, neither by proxy.
IV. RESPONSIBILITIES
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing:
- the financial reports and other financial information provided by the
Company to the public, governmental bodies, directors, and employees;
- the Company's systems of internal controls, legal compliance, and ethics;
and
- the Company's auditing, accounting, financial, and operational reporting
processes generally.
Consistent with this function, the Audit Committee should encourage
continuous improvement of, and should foster adherence to, the Company's
policies, procedures, and practices at all levels. The Audit Committee's primary
duties and responsibilities are to:
- serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system;
- review and appraise the audit efforts of the Company's independent
accountants and internal audit function; and
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- provide an open avenue of communication among the independent
accountants, internal auditor(s), management, and the Board of Directors.
While the Audit Committee has the responsibilities and authority set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine whether the Company's financial statements are complete,
accurate, and in accordance with applicable generally accepted accounting
principles. The responsibility for the Company's financial statements rests with
management and the Board of Directors. The Audit Committee will exercise its
responsibilities for the Company's financial statements by making inquiries of
management, the independent accountants, and the internal auditor(s) as deemed
necessary.
To fulfill its responsibilities, the Audit Committee shall, to the extent
deemed appropriate and in the best interest of the Company's shareholders:
Review of Reports and Documents
1. Review this Charter at least annually and update it as conditions
dictate.
2. Review the Company's processes for reporting and disseminating financial
and other information to the public, governmental bodies, directors, and
employees at least annually.
3. Review internal reports to management prepared by the internal
auditor(s) and management's response thereto.
4. Review with management and the independent accountants the Company's
Annual Report on Form 10-K, Annual Report to Shareholders, Proxy
Statement, Quarterly Reports on Form 10-Q, press releases, and other
financial reports to the public prior to completion and filing. The
Chairperson may appoint one or more members of the Audit Committee to
conduct such review and may seek assistance from outside sources in
reviewing these documents.
Independent Accountants
1. Recommend to the Board of Directors the selection of the independent
accountants, considering especially (i) the independence of the
accountants to be selected and the effectiveness of the external audit
process; (ii) the qualifications and experience of the independent
accountants; and (iii) the fees and other compensation to be paid to the
independent accountants.
2. On an annual basis prior to appointment, the Audit Committee shall
review and discuss with management and the independent accountants all
significant relationships between the Company and the proposed
independent accountants to determine the accountant's independence and
objectivity. On an annual basis prior to appointment, the Audit
Committee shall obtain a formal written statement from the independent
accountants delineating all relationships between the Company and the
independent accountants.
3. Review the performance of the independent accountants and recommend to
the Board of Directors any proposed discharge of the independent
accountants when circumstances warrant.
4. Periodically consult with the independent accountants out of the
presence of management about internal controls and the completeness and
accuracy of the Company's financial statements.
Internal Auditor(s)
1. Approve the hiring or appointment of the internal auditor(s), as
considered appropriate by the Audit Committee, considering (i) the
qualifications and independence of the internal auditor(s); (ii) the
effectiveness of the internal audit process; and (iii) the compensation
to be paid to the internal auditor(s).
2. Review the performance of the internal auditor(s) and approve any
proposed discharge when circumstances warrant.
A-2
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3. In consultation with senior management, review and approve the scope of
work and activities performed by the internal auditor(s).
Financial Reporting Process
1. In consultation with the independent accountants and the internal
auditor(s), review the integrity of the Company's financial reporting
processes, both internal and external.
2. Consider the independent accountant's judgment about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reports.
3. Consider and approve, if appropriate, major changes to the Company's
auditing and accounting principles and practices as suggested by
management, the independent accountants or the internal auditor(s).
Process Improvement
1. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the independent accountants, and the
internal auditor(s) regarding any significant judgments made in
management's preparation of the financial statements, reports, and other
information and the view of each as to the appropriateness of such
judgments.
2. Following completion of each audit, review separately with each of
management, the independent accountants and the internal auditor(s) any
significant difficulties encountered during the course of the audit,
including any restrictions on the scope of work or access to required
information.
3. Review any significant disagreement among management, the independent
accountants, and the internal auditor(s) in connection with the
preparation of the financial statements, reports, and other information.
4. Review with management, the independent accountants and the internal
auditor(s) the extent to which changes or improvements in financial,
accounting, and operating practices, as approved by the Audit Committee,
have been implemented. This review should be conducted at an appropriate
time subsequent to the approval and implementation of changes or
improvements, as determined by the Audit Committee.
Legal and Ethical Compliance
1. Establish, review, and update periodically policies for legal and
ethical compliance, and ensure that management has established a system
to enforce these policies.
2. Review, with the Company's counsel, legal compliance matters including
policies regarding securities trading.
Other Audit Committee Functions
1. Perform any other activities consistent with this Charter, the Company's
Articles of Incorporation, and governing law as the Audit Committee
and/or the Board of Directors deems necessary or appropriate.
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PROXY PROXY
STATIA TERMINALS GROUP N.V.
VOTING INSTRUCTION CARD AND PROXY FOR CLASS A COMMON SHARES
PROXY SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS
(Must be presented at the meeting or received by mail prior to the close of
business on APRIL 16, 2001)
The undersigned hereby appoints John K. Castle and James G. Cameron or
either of them acting in the absence of the other, with full power of
substitution, as proxies of the undersigned to vote in the manner indicated on
the reverse side hereof all the undersigned's class A common shares of Statia
Terminals Group N.V. (the "Company") at the Annual General Meeting of
Shareholders to be held at the Curacao Marriott Beach Resort, Queen's Ballroom
A, John F. Kennedy Boulevard, Piscadera Bay, Curacao, Netherlands Antilles, at
10:00 a.m. local time, Tuesday, April 17, 2001, and at any adjournments or
postponements thereof, with the same force and effect as the undersigned might
or could do if personally present.
NOTE: PLEASE DIRECT YOUR PROXY HOW IT IS TO VOTE IN THE APPROPRIATE OVAL
OPPOSITE THE RESOLUTIONS SPECIFIED ON THE REVERSE SIDE HEREOF.
(Continued and to be dated and signed on the reverse side.)
26
STATIA TERMINALS GROUP N.V.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR DR. JONATHAN R. SPICEHANDLER AND
FOR MR. ERNEST VOGES UNDER ITEM 1.
1. To appoint as class A directors of the Company, to serve until April
28, 2007, the following (vote for only one individual for each position):
For Withhold
Class A director position 1: 01-Dr. Jonathan R. Spicehandler OR [ ] [ ]
02-Neil E. Andre de la Porte [ ] [ ]
AND
Class A director position 2: 03-Ernest Voges OR [ ] [ ]
04-Neil E. Andre de la Porte [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 2, 3, 4, AND 5.
2. To amend Article 10, Paragraph 4, of the Company's For Against Abstain
Articles of Incorporation to provide that the Board of [ ] [ ] [ ]
Directors shall nominate one person for each director
vacancy instead of two as set forth in the current
Articles of Incorporation.
3. To determine, set, and adopt the balance sheet and For Against Abstain
profit and loss accounts (collectively, the "Annual [ ] [ ] [ ]
Accounts") for the financial year ended December 31,
2000, as submitted to the Meeting by the Company's
Board of Directors, a copy of which is on file at the
Company's principal office.
4. To approve and ratify and, in so far as necessary, For Against Abstain
adopt the distributions for the financial year ended [ ] [ ] [ ]
December 31, 2000, in the amount of US$0.45 per
share of class A common shares previously paid
during 2000 as follows: US$0.15 in February, US$0.15
in August, and US$0.15 in November, as distributions
by the Company out of earnings for the financial year
ended December 31, 2000.
5. To approve the appointment by the Company, until the For Against Abstain
next annual general meeting of shareholders, of Arthur [ ] [ ] [ ]
Andersen LLP as the Company's independent accountants.
Change of Address and/or Comments Mark Here [ ]
This form must be signed by the person in whose name the relevant class A
common share is registered on the books of the Transfer Agent. If in the
name of a corporation, the form should be executed by a duly authorized
officer or attorney.
Dated: _________________________________, 2001
______________________________________________
Signature of Registered Holder
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN, AND DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.