OTR EXPRESS, INC.
804 N. Meadowbrook Drive
Olathe, Kansas 66062
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 20, 2004
TO ALL STOCKHOLDERS:
You are cordially invited to attend the Special Meeting of Stockholders
(the "Special Meeting") of OTR Express, Inc. (the "Company") to be held on
Saturday, November 20, 2004, at 12:00 p.m., Kansas City time, at the Embassy
Suites Hotel, 7640 NW Tiffany Springs Pkwy, Kansas City, Missouri, for the
following purposes:
(1) To elect six directors to serve until the 2005 Annual Meeting of
stockholders or until their successors are Duly elected and qualified;
(2) To ratify the proposal to re-register the company's securities
with the Securities and Exchange Commission;
Holders of record of the Company's Common Stock, $.01 par value,
as of the close of business on September 30, 2004, will be entitled to
notice of and to vote at the Special Meeting and any adjournment thereof.
Dated: September 24, 2004.
IMPORTANT----YOUR PROXY AND A RETURN ENVELOPE ARE ENCLOSED
You are urged to sign, date and mail your proxy even though you may
plan to attend the Special Meeting. No postage is required if your proxy
is mailed in the United States in the enclosed return envelope.
If you attend the Special Meeting, you may vote by proxy or you may
withdraw your proxy and vote in person. by returning your proxy promptly,
a quorum will be assured at the Special Meeting, which will prevent costly
follow-up and delays.
OTR EXPRESS, INC.
804 N. Meadowbrook Drive
Olathe, Kansas 66062
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD November 20, 2004
PROXY STATEMENT
The proposals in the accompanying form of proxy (the "Proxy") are
solicited by Douglas W. Palme, Inc. for use at the Special Meeting of
Stockholders (the "Special Meeting") to be held on Saturday,
November 20, 2004, at 12:00 p.m., Kansas City time, at the Embassy
Suites Hotel, 7640 NW Tiffany Springs Pkwy, Kansas City, Missouri 64153,
and any adjournment or postponement thereof. This Proxy Statement is being
mailed or given to stockholders on or about October 10, 2004.
Proxies.
Shares represented by a duly executed proxy received prior
to the Special Meeting will be voted at the Special Meeting. If a stockholder
specifies a choice on a duly executed proxy with respect to any matter to be
acted upon, the shares will be voted in accordance with the choices
specified in the proxy with respect to the proposals described in this
Proxy Statement. If a duly executed proxy is returned but no voting choice
is specified, the shares represented by the proxy will be voted in favor of
the proposals set forth in this Proxy Statement. None of the proposals are
related to or conditioned on the approval of any other proposal.
Any person delivering a duly executed proxy has the power to revoke it
at any time before it is voted by delivering to the Secretary of the Special
Meeting either (i) a written notice of revocation or (ii) a properly executed
later-dated proxy with different voting instructions, or by attending the
Special Meeting and voting in person. Attendance at the Special Meeting will
not, by itself, constitute the revocation of a proxy.
Other Matters.
Douglas W. Palme does not intend to present any matter at
the Special Meeting except as indicated herein, and presently knows of no
other matter to be presented at the Special Meeting. Should any other matters
properly come before the Special Meeting, the persons named in the Proxy will
vote the Proxy in accordance with their judgment of the best interests of the
Company on such matters.
Solicitation and Expense.
Douglas W. Palme will bear all the costs of
solicitation of proxies and preparing, assembling, printing and mailing the
Proxy Statement, the proxy and additional materials which may be furnished
to stockholders. In addition to the use of the mails, proxies may be
solicited by personal contact, telephone, facsimile or telegraph by
Douglas W. Palme or any person that he so designates.
Voting.
Only stockholders of record of the Company's common stock, $.01
par value (the "Common Stock"), at the close of business on September 30,
2004 (the "Record Date") will be entitled to notice of, and to vote at,
the Special Meeting. As of August 31, 2003, the Company had 1,782,022
shares of Common Stock outstanding and entitled to vote at the Special
Meeting. Each holder of Common Stock is entitled to one vote per share on
each matter to properly come before the Special Meeting, except for the
election of directors, in which case each stockholder shall have the right to
cumulatively vote such stockholder's shares. Cumulative voting entitles
each stockholder to cast as many votes in the aggregate as shall equal the
number of shares held by such stockholder multiplied by the number of
directors to be elected. The stockholder may cast the whole number of
such votes for one nominee or distribute the votes among two or more nominees.
If a duly executed proxy is returned but no voting requirement is specified,
the shares represented by the Proxy may be cumulated and will be voted FOR
Douglas W. Palme's nominees for directors in the Proxy's discretion.
Provided a quorum is present, the affirmative vote of (a) a plurality
of the votes cast by the holders of the Common Stock present in person or
represented by proxy at the Special Meeting and entitled to vote is required
for the election of directors and (b) a majority of the votes cast by the
holders of the Common Stock present in person or represented by proxy at the
Special Meeting and entitled to vote is required for the approval and
ratification of the proposal for re-registration of the company's securities
with the Securities and Exchange Commission. Stockholders do not have any
dissenters' rights of appraisal in connection with any of the matters to be
voted upon. Votes that are cast against the proposal are counted both for
purposes of determining the presence or absence of a quorum for the
transaction of business and for purposes of determining the total number
of votes cast on a given proposal. Abstentions are counted for purposes of
determining both the presence or absence of a quorum for the transaction of
business and the total number of votes cast on a given proposal, and
therefore will have the same effect as a vote against a given proposal.
Shares held by a broker in "street name" and for which the beneficial owner
of such shares has not executed and returned to such broker a proxy card
indicating voting instructions may be voted on a discretionary basis by such
broker with respect to the election of directors and ratification of the
re-registration proposal.
The Company.
The Company's principal executive office is located at
804 N. Meadowbrook Drive, Olathe, Kansas 66062.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the beneficial ownership of the Company's
voting securities (the "Common Stock") as of September 24, 2004 by each
person and group known to Douglas W. Palme to be the beneficial owner of
more than 5% of the Common Stock.
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership(1) Percent of Class(1)
Douglas W. Palme
4124 Clearwater Lane
Springfield, IL 62703 178,800 10.03%(1)
<FN>
(FN1) Calculated in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended. Nature of beneficial ownership of shares of
Common Stock is direct unless indicated otherwise by footnote.
Beneficial ownership as shown in the table arises from sole voting
power and sole investment power unless otherwise indicated by footnote.
</FN>
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PROPOSAL ONE:
ELECTION OF DIRECTORS
The number of directors constituting the Board of Directors has been
fixed at six, with one member a non-voting member. The Articles of
Incorporation of the Company divide the Board of Directors into three
classes of directors, as nearly equal in number as possible, who serve
staggered terms. The term of office of one class of directors
expires each year in rotation so that one class is elected at each Annual
Meeting of Stockholders for a full three-year term.
Nominees.
The following table contains certain information concerning
each of the individuals nominated by Douglas W. Palme for election as a
Director at the 2004 Special Meeting. Each Director to be elected at the
2004 Special Meeting will serve until the Annual Meeting of Stockholders in
2005 or until his successor is elected and qualified. Shares represented
by a signed, dated and returned Proxy may be cumulated, in Mr. Palme's
discretion, and will be voted, unless otherwise indicated, for the election
of the six nominees for Director named below. In the unanticipated event
that any nominee should become unavailable, Mr. Palme, in his discretion,
may designate a substitute nominee, in which event such shares will be
cumulated, in Mr. Palme's discretion, and will be voted FOR such substitute
nominee. Mr. Palme recommends a vote for the election of the six nominees
for Director named below.
Name of Nominee Principal Occupation for Last
for Director Age Five Years and Directorships Held
_______________________________________________________________________________
Mr. Jeff Ferguson 33 Mr. Ferguson has spent the past
seven years working as an
independent logistics agent
in the Kansas City metro area.
His experience is related to JIT
(Just in Time) freight,
air-freight shipments,
and temperature controlled
freight.
Ms. Stevee Ashlock 44 Ms. Ashlock is the President and
CEO of StoneyBrook Productions,
an Atlanta based public relations
firm.
Mr. James T. Glackin 34 Mr. Glackin is currently an Assistant
Attorney General for the State of
Kansas. Prior to his joining the
Attorney Generals office, Mr. Glackin
was in private practice. Mr. Glackin
is nominated as a non-voting director.
Mr. Mark Lemelin 45 Mr. Lemelin is currently employed as an
independent freight forwarder in Denver,
Colorado. Prior to his employment as an
independent freight forwarder, Mr. Lemelin
spent 15 years working in a variety of
operational positions in the transportation
industry.
Mr. Devin Schrad 33 Mr. Schrad currently owns a software
development company in Des Moines, IA.
Mr. Schrad has 12 years of both operations
and customer service experience in the
transportation industry.
Mr. Douglas W. Palme 44 Mr. Palme has over 22 years of direct
transportation experience. Mr. Palme is
currently employed in the private sector
as the CIO of a gas and welding distributor.
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Meetings of Board of Directors and Committees. The business and affairs
of the Company are managed by its Board of Directors. The Board will
establish a Governance Committee, an Audit Committee, a Compensation Committee,
and an Investor and Public Relations ("IR/PR") Committee. The entire Board of
Directors acts as the nominating committee exclusively responsible for
selecting candidates for election as directors. The Governance Committee's
primary responsibility is to provide the organization framework and guidance
for the affairs of the Board of Directors. The Audit Committee's
responsibilities include making recommendations to the Board of Directors of
the firm to be engaged to audit the Company and reviewing with the independent
auditors the plan for, and results of, the auditing engagement and the
Company's internal accounting controls. The Compensation Committee is
responsible for reviewing and approving the salaries and classifications of the
Company's executive officers and other significant employees and the Company's
personnel policies and administering the Company's stock option plans.
The IR/PR Committee's responsibilities include creating oversight policies for
investor and public relations objectives.
Compensation Committee Interlocks and Insider Participation.
The Compensation Committee will consist entirely of non-employee Directors
of the Company.
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PROPOSAL TWO:
RE-REGISTRATION OF SECURITIES
On June 6, 2001, the company filed with the Securities and Exchange
Commission FORM 15 providing certification and notice for the termination of
its securities under Section 12(g) of The Securities Exchange Act of 1934
and suspension of duty to file reports under Section 13 and 15d of The
Securities Exchange Act of 1934.
Although the number of shareholders of record as of September 24, 2004
is 254; we believe that it is in the best interests of our shareholders and
the promotion of corporate governance, for the company to re-register its
securities with the Securities and Exchange Commission.
All of the nominees are in agreement that OTR Express, Inc. should not
only meet the letter of the law as it pertains to corporate governance and
reporting requirements, but the company should go beyond what is required as
it pertains to flings and providing its shareholders with as much information
as is possible regarding company performance.
The nominees have all agreed that for the purposes of meeting the
foregoing statement, no member of the board or executive personnel should make
any trade, sale, or exercise any stock option without first presenting such
request to the board of directors committee on Investor and Public Relations
for approval.
"RESOLVED, that the Board of Directors file as soon as is practical
with the Securities and Exchange Commission the necessary forms, schedules
and other documents providing for the re-registration of its securities and
hereby is, ratified."
MISCELLANEOUS
Stockholder Proposals. In the event any stockholder intends to present
a proposal at the next annual meeting of Stockholders to be held in 2005, such
proposal must be received by the Secretary of the Company, in writing, on or
before December 1, 2004, to be considered for inclusion in the Company's proxy
statement relating to the next annual meeting of Stockholders.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE
COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY.
/s/ Douglas W. Palme
____________________
DOUGLAS W. PALME
Dated: September 24, 2004