SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or
ss.240.14a-12
International Recovery Corp.
(Name of Registrant as Specified In Its Charter)
International Recovery Corp.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction
applies: Not Applicable
2) Aggregate number of securities to which transaction applies:
Not Applicable
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: Not Applicable
4) Proposed maximum aggregate value of transaction:
Not Applicable
5) Total fee paid: Not Applicable
[ ] 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: Not Applicable
2) Form, Schedule or Registration Statement No.: Not Applicable
3) Filing Party: Not Applicable
4) Date Filed: Not Applicable
July 12, 1995
To the Shareholders of International Recovery Corp.:
You are cordially invited to attend our Annual Meeting of
Shareholders on Monday, August 21, 1995, at 10:00 a.m. at the Eastern
Financial Federal Credit Union Auditorium, Tenth Floor, 700 South Royal
Poinciana Boulevard, Miami Springs, Florida 33166.
The purposes of the meeting are to vote on the election
of Directors, to vote on reserving additional shares for issuance under the
1986 Employee Stock Option Plan, and to vote on changing the Company's name
to "World Fuel Services Corporation." The Board of Directors believes that
electing all of the Director nominees, reserving additional shares for
issuance under the 1986 Employee Stock Option Plan, and changing the name
of the Company are in the best interest of the Company, and unanimously
recommends that shareholders vote for all these proposals. These matters
are described in the accompanying Proxy Statement, which we urge you to
review carefully.
It is important that your shares be represented at the
meeting. Accordingly, whether or not you expect to be present at the
meeting, please date, sign, and promptly return the enclosed proxy.
On behalf of the Board of Directors, thank you for your
cooperation and support.
Sincerely,
Ralph R. Weiser,
Chairman of the Board
INTERNATIONAL RECOVERY CORP.
700 South Royal Poinciana Blvd., Suite 800
Miami Springs, Florida 33166
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 21, 1995
------------------------------------------
Miami Springs, Florida
July 12, 1995
Notice is hereby given that the Annual Meeting of Shareholders of
INTERNATIONAL RECOVERY CORP., a Florida corporation (the "Company"), will
be held on Monday, August 21, 1995, at 10:00 a.m., local time, at the
Eastern Financial Federal Credit Union Auditorium, Tenth Floor, 700 South
Royal Poinciana Boulevard, Miami Springs, Florida 33166, for the following
purposes:
1. To elect nine Directors of the Company.
2. To consider and act upon a proposal to reserve
additional shares of the Company's common stock for issuance
pursuant to the 1986 Employee Stock Option Plan.
3. To consider and act upon a proposal to change the name of the
Company to "World Fuel Services Corporation."
4. To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
These matters are more fully discussed in the accompanying proxy statement.
The Board of Directors has fixed the close of business on July 10, 1995 as
the record date for the determination of shareholders entitled to notice
of, and to vote at, the meeting.
The annual meeting for which this notice is given may be adjourned from
time to time without further notice other than announcement at the meeting
or any adjournment thereof. Any business for which notice is hereby given
may be transacted at any such adjourned meeting.
Whether or not you expect to be present at the meeting, please date, sign,
and promptly return the enclosed proxy, which is solicited by and on behalf
of the Board of Directors.
By Order of the Board of Directors
INTERNATIONAL RECOVERY CORP.
Ileana Garcia, Secretary
TABLE OF CONTENTS
PAGE
----
Introduction............................................................ 1
Outstanding Voting Stock................................................ 2
Costs of Solicitation................................................... 2
Election of Directors................................................... 2
Board of Directors...................................................... 5
Compensation of Directors............................................. 6
Principal Stockholders and Security
Ownership of Management............................................... 6
Information Concerning Executive Officers............................... 9
Compensation of Officers................................................ 11
Summary Compensation Table........................................ 11
Stock Option Exercises and Fiscal
Year End Option Values.......................................... 12
Certain Employment Agreements..................................... 12
Compensation Committee Report on Executive
Compensation................................................... 13
Compensation Committee Interlocks and Insider
Participation.................................................. 15
Stock Performance Graph........................................... 15
Transactions with Management and Others................................. 17
Proposal Relating to the Company's 1986
Employee Stock Option Plan........................................ 18
New Plan Benefits Table................................................. 23
Proposal to Change the Name of the
Company........................................................... 25
Company's Relationship with Independent
Public Accountants................................................ 25
Proposals for the 1996 Annual Meeting................................... 25
Other Matters........................................................... 25
i
PROXY STATEMENT
INTERNATIONAL RECOVERY CORP.
700 South Royal Poinciana Blvd., Suite 800
Miami Springs, Florida 33166
------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
to be held on August 21, 1995
INTRODUCTION
This proxy statement is furnished to the shareholders of
INTERNATIONAL RECOVERY CORP., a Florida corporation (the "Company"), in
connection with the solicitation of proxies by the Board of Directors of
the Company for the Annual Meeting of Shareholders (the "Annual Meeting")
to be held at the place and time and for the purposes set forth in the
attached Notice of Meeting.
This Proxy Statement and the accompanying proxy are first
being sent to shareholders on or about July 12, 1995.
Pursuant to the By-Laws of the Company, the Board of
Directors has ordered the Annual Meeting of Shareholders to be held on
August 21, 1995, and has fixed the close of business on July 10, 1995, as
the record date (the "Record Date") for the determination of shareholders
entitled to receive notice of, and to vote at, the Annual Meeting or any
adjournment or postponement thereof.
Proxies in the accompanying form, properly executed, duly
returned to the Company and not revoked, will be voted in the manner
specified. Returning a signed proxy will not affect a shareholder's right
to attend the Annual Meeting and to vote in person, since proxies are
revocable. A proxy for the Annual Meeting may be revoked at any time prior
to its use by submission of a later dated proxy, by delivery of written
notice of revocation to the President of the Company, or by voting in
person at the Annual Meeting. Presence at the Annual Meeting does not of
itself revoke a proxy.
The Annual Report of the Company for the fiscal year ended
March 31, 1995, including financial statements, is being mailed to each
shareholder together with this Proxy Statement.
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OUTSTANDING VOTING STOCK
On the Record Date, July 10, 1995, the Company had 7,922,519
outstanding shares of common stock, par value $.01 per share (the "Common
Stock"), which constitute the only class of voting securities of the
Company. The presence, in person or by properly executed proxy, of the
holders of a majority of the outstanding shares of Common Stock entitled to
vote is necessary to constitute a quorum at the meeting. Each holder of
Common Stock on the Record Date is entitled to cast one vote per share,
exercisable in person or by proxy, at all meetings of shareholders. All
matters to be considered at the Annual Meeting shall be approved upon the
affirmative vote of a majority of the shares of Common Stock represented in
person or by proxy at the meeting.
As of the Record Date, the nine nominees for Director of the
Company beneficially owned a total of 1,444,694 shares of Common Stock, or
approximately 18.24% of the shares of Common Stock outstanding. The
nominees have informed the Company that they intend to vote their shares of
Common Stock to elect themselves to the Board of Directors. See "Principal
Stockholders and Security Ownership of Management."
On June 5, 1995, the Board of Directors approved a three for
two stock split of the Common Stock (the "Stock Split"), effective June 19,
1995. All share amounts shown herein are stated after giving effect to the
Stock Split.
COSTS OF SOLICITATION
The entire cost of soliciting proxies for the Annual Meeting
will be borne by the Company. Solicitation of proxies may be made through
personal calls upon, or telephone or telegraphic communications with,
stockholders or their representatives by officers and other employees of
the Company, who will receive no additional compensation therefor.
ELECTION OF DIRECTORS
Nine individuals have been nominated to serve as Directors
for the ensuing year and until their successors shall have been duly
elected and qualified. The persons named in the accompanying proxy have
advised management that unless authority is withheld in the proxy, they
intend to vote for the election of the individuals listed in the table on
the following page. Management does not contemplate that any of the
nominees named in the table will be unable, or will decline, to serve;
however, if any of the nominees is unable to serve or declines to serve,
the persons named in the accompanying proxy may vote for another person, or
persons, in their discretion. The following table sets forth certain
information with respect to each nominee for election to the Board of
Directors. All of the nominees currently serve as Directors of
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the Company. A summary of the background and experience of each nominee is set
forth in the paragraphs following the table.
YEAR FIRST
NAME AND POSITION AGE AT BECAME DIRECTOR
WITH THE COMPANY MARCH 31, 1995 OF THE COMPANY
- ----------------- -------------- ---------------
Ralph R. Weiser, 69 1984
Chairman of the Board
of Directors
Jerrold Blair, 57 1985
Director and President
Celestin A. Durand, III, 58 1993
Director and Member of
Audit Committee and
Compensation Committee
Ralph R. Feuerring, 72 1988
Director and Member
of Audit Committee and
Compensation Committee
John R. Benbow, 63 1989
Director and Chairman
of Audit Committee and
Compensation Committee
Phillip S. Bradley, 56 1990
Director and President of
Advance Petroleum, Inc.
Myles Klein, 56 1995
Director and Member
of Audit Committee
Michael J. Kasbar, 38 1995
Director, Chairman
and Chief Executive Officer
of Trans-Tec Services, Inc.
Paul H. Stebbins, 38 1995
Director, President and
Chief Operating Officer of
Trans-Tec Services, Inc.
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RALPH R. WEISER has been employed as Chairman of the Board of Directors of the
Company since its organization in July 1984.
JERROLD BLAIR has served as President and a Director of the Company since
January 1985.
CELESTIN A. DURAND, III, a Director of the Company, served as a vice
president of Merrill Lynch Specialists, Inc., a company which provides
specialists to stock exchanges, from 1989 until he retired in 1992. From
1972 to 1989, Mr. Durand served as the managing partner of Beauchamps &
Co., which also provides specialists to stock exchanges. Beauchamps was
purchased by Merrill Lynch in 1989.
RALPH R. FEUERRING, a Director of the Company, has served as a
Director and chairman of the finance committee of American Premier, Inc., a
mineral processing and refractory business, since 1991. Mr. Feuerring has
also served as the President of Ferro Metal & Chemical Corp., a mineral and
alloy trading company, since 1949. Between 1960 and 1991, Mr. Feuerring
served as the President and Chief Executive Officer of Ralstan Trading and
Development Corporation, a mineral processing company. Ralstan Trading and
Development Corporation was merged into American Premier, Inc., in 1991.
JOHN R. BENBOW, a Director of the Company, has served as President of
Benbow & Associates, Inc., a real estate development firm located in Coral
Gables, Florida, since June 1988. From December 1986 to May 1988, he was
employed as President of Weiner, Kane & Benbow, Inc., an investment banking
and stock brokerage firm located in Miami, Florida. From May 1983 to
November 1986, Mr. Benbow was employed as President of Florida National
Bank, formerly a commercial bank located in Miami, Florida.
PHILLIP S. BRADLEY has served as a Director of the Company since 1990,
and as President of Advance Petroleum, Inc. ("Advance"), a wholly-owned
subsidiary of the Company, since January 1988. Mr. Bradley was a co-founder
of Advance and served as Vice President from its organization in 1983 until
January 1988. From 1967 to 1982, Mr. Bradley was an airline captain for
Braniff International Airways and Chairman of the Braniff Airline Pilots
Association.
MYLES KLEIN has served as a Director of the Company since February 1995. He
has been a partner in the accounting firm of Klein & Barreto, P.A., in
Miami, Florida, since 1985. From 1971 until 1985, Mr. Klein was a partner
in the international accounting and auditing firm of Grant Thornton,
eventually becoming the partner in charge of the tax department for Grant
Thornton's South Florida offices.
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MICHAEL J. KASBAR has served as a Director of the Company since June
1995 and has served as Chairman and Chief Executive Officer of Trans-Tec
Services, Inc. ("Trans-Tec Delaware"), a wholly owned subsidiary of the
Company, since January 1995. From September 1985 to December 1994 Mr.
Kasbar was an officer, shareholder, and director of Trans-Tec Services,
Inc., a New York corporation ("Trans-Tec New York") and its affiliated
companies. On January 3, 1995, Trans-Tec Delaware purchased substantially
all of the assets of Trans-Tec New York and the outstanding stock of its
affiliate Trans-Tec Services (U.K.) Ltd. Prior to founding Trans-Tec New
York, Mr. Kasbar founded and worked for Gray Bunkering Services, Inc. from
February 1983 through August 1985.
PAUL H. STEBBINS has served as a Director of the Company since June
1995 and has served as President and Chief Operating Officer of Trans-Tec
Delaware since January 1995. From September 1985 to December 1994 Mr.
Stebbins was an officer, shareholder, and director of Trans-Tec New York
and its affiliated companies. Prior to founding Trans-Tec New York, Mr.
Stebbins was employed by Gray Bunkering Services, Inc. from October 1983 to
September 1985 as a bunker broker.
For a description of the principal terms of the Company's
acquisition of Trans-Tec New York and the terms of the Company's employment
of Messrs. Kasbar and Stebbins, refer to "Transactions with Management and
Others."
BOARD OF DIRECTORS
During the fiscal year ended March 31, 1995, the Company's
Board of Directors held five formal meetings. The Board of Directors has
two committees, the audit committee and the compensation committee. All of
the Directors attended at least 75% of the meetings of the Board and of the
committees on which they served.
The audit committee ("Audit Committee") consists of John R.
Benbow, Chairman, Ralph R. Feuerring, Celestin A. Durand, III and Myles
Klein. The audit committee held four meetings during the fiscal year ended
March 31, 1995. The Audit Committee performs the following principal
functions: recommends to the Board of Directors the engagement of
independent auditors for the ensuing year; reviews the scope and budget for
the annual audit; reviews with independent auditors the results of the
audit engagement, including review of the financial statements and the
management letter; and reviews the scope of, and compliance with, the
Company's internal controls.
The compensation committee ("Compensation Committee"),
established by the Board of Directors in 1995, consists of John R. Benbow,
Chairman, Ralph R. Feuerring, and Celestin A. Durand, III. The Compensation
Committee held one meeting in the fiscal year ended
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March 31, 1995. The Compensation Committee reviews and recommends to
the Board of Directors the annual salary, bonus, stock options and other
benefits of the Company's senior executives, reviews new and existing
compensation programs, reviews and makes recommendations to the Board of
Directors regarding management perquisites, administers stock option and
incentive compensation plans, and administers and makes recommendations to
the Board of Directors regarding performance goals for executive
compensation plans.
COMPENSATION OF DIRECTORS
All Directors who are not Company employees are members of
at least one Committee of the Board of Directors and receive a monthly fee
of $1,225, except for the Chairman of the Audit and Compensation Committees
who receives $2,100 per month. The Directors of the Company who are
employed by the Company do not receive additional compensation for serving
as Directors.
Pursuant to the 1993 Non-Employee Directors Stock Option
Plan, each Director who is not employed by the Company receives an option
to purchase 2,500 shares of Common Stock each year, upon his re-election to
the Board of Directors. The exercise price per share is the market price of
the Common Stock on the date of the Company's annual shareholders meeting,
which is the date the Director options are issued each year.
During fiscal 1995, the Company made no other payments to
Directors with respect to participation on the Board of Directors or Board
Committees or with respect to special assignments. See "Compensation of
Officers" and "Transactions with Management and Others."
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of June 30, 1995, the
number of shares of Common Stock of the Company owned beneficially by each
nominee for Director of the Company, and all nominees and executive
officers of the Company as a group. The table also shows the name and
address of each person who is known to the Company to be the beneficial
owner of more than 5% of the outstanding Common Stock of the Company.
Except as shown in the table, no other person is known by the Company to
own beneficially more than 5% of the outstanding Common Stock of the
Company. Unless otherwise stated, all shares are held with sole investment
and voting power. All amounts shown in the table have been adjusted to give
effect to the Company's Stock Split, effective June 19, 1995.
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AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP OF CLASS
- ---------------- ----------------------- --------
David L. Babson & Co., Inc. 749,550(1) 9.46%
One Memorial Drive, 11th Floor
Cambridge, MA 02142-1300
FMR Corp. 591,300(2) 7.46%
82 Devonshire Street
Boston, MA 02109
Franklin Resources, Inc. 390,300(3) 4.93%
777 Mariners Island Blvd.
San Mateo, CA 94404
Jerrold Blair 881,625(4) 11.13%
700 South Royal Poinciana Blvd.
Miami Springs, FL 33166
Ralph R. Weiser 270,000 3.4%
Ralph R. Feuerring 19,500(6) * (5)
John R. Benbow 7,650(7) * (5)
Celestin A. Durand, III 3,750(8) * (5)
Phillip S. Bradley 37,500(9) * (5)
Myles Klein 0 0
Michael Kasbar 141,413 1.78%
Paul Stebbins 135,756 1.71%
Raymond Rossman 7,500(10) * (5)
Robert S. Tocci 18,750(11) * (5)
All Executive Officers 1,533,194(12) 19.35%
and Nominees for Director
as a Group (12 persons)
- ------------------
(1) Based on information disclosed, as of December 31, 1994, in a
Schedule 13G filed with the Securities and Exchange Commission.
David L. Babson & Co., Inc. ("Babson"), its subsidiaries and
companies under their control, have sole voting power with respect
to 532,950 shares and sole dispositive power with respect to
749,550 shares. Babson shares voting power with respect to 216,600
shares and shares dispositive power with respect to 0 shares.
-7-
(2) Based on information disclosed, as of December 31, 1994, in a
Schedule 13G filed with the Securities and Exchange Commission.
FMR, its subsidiaries and affiliates, have sole voting power with
respect to 33,450 shares and sole dispositive power with respect to
591,300 shares. FMR does not share voting or dispositive power with
respect to any shares. Fidelity Low-Priced Stock Fund, an
investment company registered under the Investment Company Act of
1940, owned 557,850 of these shares.
(3) Based on information disclosed in a Schedule 13G dated February 8,
1995 and filed with the Securities and Exchange Commission.
Franklin and its affiliates have sole voting power with respect to
304,800 shares and sole dispositive power with respect to 0 shares.
Franklin has shared voting power with respect to 85,500 shares and
has shared dispositive power with respect to 390,300 shares.
(4) Includes 5,625 shares owned solely by Mr. Blair's wife, and 4,500 shares
owned solely by his children.
(5) Indicates ownership of less than 1% of the outstanding Common Stock.
(6) Includes 3,750 shares which may be purchased by Mr. Feuerring pursuant
to an option which is currently exercisable.
(7) Includes 7,500 shares which may be purchased by Mr. Benbow pursuant to
an option which is currently exercisable.
(8) Consists of 3,750 shares which may be purchased by Mr. Durand pursuant
to an option which is currently exercisable.
(9) Consists of 37,500 shares which may be purchased by Mr. Bradley pursuant
to an option which is currently exercisable.
(10) Consists of 7,500 shares which may be purchased by Mr. Rossman pursuant
to an option which is currently exercisable.
(11) Consists of 18,750 shares which may be purchased by Mr. Tocci pursuant
to stock options which are currently exercisable.
(12) Includes 88,500 shares which may be purchased by executive
officers and Directors of the Company pursuant to options granted
by the Company from April 18, 1988 through January 15, 1993. These
options are currently exercisable.
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INFORMATION CONCERNING EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers of the Company and its principal subsidiaries. A summary
of the background and experience of each executive officer, other than Mr.
Blair, Mr. Weiser, Mr. Bradley, Mr. Kasbar, and Mr. Stebbins is set forth
in the paragraphs following the table. The background and experience of Mr.
Blair, Mr. Weiser, Mr. Bradley, Mr. Kasbar and Mr. Stebbins are described
in the section captioned "Election of Directors." All executive officers
serve at the discretion of the Board of Directors.
NAME AND POSITION AGE AT PERIOD AS
WITH THE COMPANY MARCH 31, 1995 EXECUTIVE OFFICER
- ----------------- -------------- -----------------
Ralph R. Weiser,
Chairman of the Board 69 10 years
Jerrold Blair, President 57 9 years
Phillip S. Bradley,
President of Advance 56 8 years
Robert S. Tocci
Executive Vice President 41 6 years
Carlos A. Abaunza, 35 4 years
Chief Financial Officer and
Treasurer
Raymond A. Rossman, 55 2 years
President of
World Fuel Services, Inc.
Michael J. Kasbar, 38 less than 1 year
Chairman and Chief Executive
Officer of Trans-Tec
Services, Inc.
Paul K. Stebbins, President 38 less than 1 year
and Chief Operating Officer
of Trans-Tec Services, Inc.
ROBERT S. TOCCI has served as Executive Vice President since April 1995
and as Senior Vice President and Chief Financial Officer of the Company
from April 1988 through April 1995. From November 1988 through May 1989
he also served as Treasurer of the Company.
CARLOS A. ABAUNZA has served as Chief Financial Officer of the Company
since April 1995, as Treasurer since June 1989, and as Vice President
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of Finance since April 1994. From June 1988 through April 1995 he served as
Controller of the Company.
RAYMOND A. ROSSMAN has served as President of World Fuel Services, Inc.,
a subsidiary of the Company, since February 1995. He served as Senior
Vice President - International Sales and Supply of World Fuel Services,
Inc. from December 1991 until February 1995. From 1983 to 1991, Mr.
Rossman served as General Manager - Fuel & Energy for Pan American World
Airways.
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COMPENSATION OF OFFICERS
The following table sets forth the annual and long-term
compensation which the Company and its subsidiaries paid to those persons
who were, on March 31, 1995, the chief executive officer and the four
most highly compensated executive officers of the Company, for services
rendered in the fiscal years ended March 31, 1995, March 31, 1994 and
March 31, 1993.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
NAME AND FISCAL ------------------- ------------ ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- ------------------ ------ -------- -------- ------------ ------------
Ralph R. Weiser, 1995 $250,000 $622,068 0 $ 0
Chairman of the 1994 250,000 357,621 0 0
Board of Directors 1993 250,000 151,332 0 0
Jerrold Blair, 1995 250,000 622,068 0 0
President and Director 1994 250,000 357,621 0 0
1993 250,000 151,332 0 0
Phillip S. Bradley, 1995 400,000 100,000 0 6,900(1)
President of Advance 1994 400,000 100,000 0 6,900(1)
and Director 1993 325,000 375,000 0 6,900(1)
Robert S. Tocci, 1995 145,000 20,000 0 0
Executive Vice President 1994 130,000 20,000 0 0
1993 115,000 25,000 11,250(2) 0
Raymond A. Rossman, 1995 150,000 5,000 0 0
President of World 1994 150,000 0 0 0
Fuel Services, Inc. 1993 150,000 0 7,500(2) 0
- ------------------
(1) Represents premiums paid by the Company on life insurance for Mr. Bradley
where the Company is not the beneficiary.
(2) Stock option vests two years after the date of grant.
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STOCK OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
The table below sets forth certain information pertaining to
stock options held by the named executive officers as of March 31, 1995.
None of the named executive officers were granted or exercised any stock
options during the year ended March 31, 1995.
On May 10, 1995, the Company issued options to purchase 37,500
shares and 15,000 shares to Robert S. Tocci and Carlos Abaunza,
respectively. The exercise price under these options is $12.583 per
share. Because these options were issued after the end of the fiscal
year, they are not reflected in the table below.
VALUE OF
NUMBER OF SHARES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
NAME YEAR-END YEAR-END (1)
- ---- --------------------------- ----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
Ralph R. Weiser 0 0 $ 0 $ 0
Jerrold Blair 0 0 0 0
Phillip S. Bradley (2) 37,500 0 159,375 0
Robert S. Tocci 18,750 0 60,938 0
Raymond A. Rossman 7,500 0 11,875 0
- ------------------
(1) Based on a fair market value of $16.375 per share for the Common
Stock, as determined by using the average of the high and low
prices on March 31, 1995.
(2) In June 1994, the expiration date of Mr. Bradley's options was extended
from December 31, 1994 to December 31, 1995.
CERTAIN EMPLOYMENT AGREEMENTS
On February 15, 1995, the Company's employment agreements with
Mr. Weiser and Mr. Blair were amended and restated to extend the
expiration of the agreements from January 31, 1999 until March 30, 2000.
Each agreement, as amended, provides for an annual salary of $250,000,
and annual bonus equal to 5% of the pre-tax income of the Company in
excess of $2,000,000.
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The amended and restated employment agreements also provide
that if the Company terminates the employment of the executive for
reasons other than death, disability, or cause, or, if the executive
terminates employment with the Company for good reason, including under
certain circumstances, a change in control of the Company, the Company
will pay the executive compensation of up to three times his average
salary and bonus during the five year period preceding his termination.
The amended and restated employment agreements with Messrs.
Weiser and Blair provide that, upon expiration or termination of such
agreements for any reason, the executive shall not solicit or transact
business with the Company's suppliers, sales representatives or
customers, and shall not compete with the Company in the states of
Florida, Louisiana, Georgia, Delaware, Pennsylvania, New York,
California, Virginia, New Jersey, or Maryland, or any other state where
the Company collects or sells used oil, or in Singapore, Greece, South
Korea, England or Costa Rica, or any airport or seaport anywhere in the
world that is or has been serviced by the Company or its affiliates at
any time since January 1, 1994, for a period of three years following the
date of expiration or termination.
In June 1995, the Company's employment agreement with Phillip S.
Bradley, President of Advance and a Director of the Company, was amended to
(1) extend the employment term three years, so that Mr. Bradley's
employment term now ends on December 31, 1998, and (2) extend the
consulting term three years so that Mr. Bradley will serve as a consultant
from January 1, 1999 to December 31, 2005. Until January 1, 1996, Mr.
Bradley will receive a salary of $400,000 per year, and commencing January
1, 1996, Mr. Bradley will receive a salary of $350,000 per year. Mr.
Bradley is also entitled to receive a $100,000 bonus for the calendar year
ended December 31, 1995 in the event the pre-tax profits of Advance exceed
$3,600,000. While he serves as a consultant to the Company, Mr. Bradley
will receive annual consulting fees of $100,000 per year plus certain
insurance benefits. The agreement prohibits Mr. Bradley from competing with
the Company's aviation fuel business for a period of five years following
the termination of his employment or consulting agreement for any reason.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL. The Company's overall compensation philosophy is
to attract and retain quality people through a combination of competitive
base salaries and performance-based bonuses. The Company also believes that
its officers and key employees should have an equity interest in the
Company, either through direct stock ownership, or through ownership of
stock options. As a result, the Company grants stock options to its
officers and key employees.
-13-
BASE SALARY. The Company's approach to base compensation
is to offer competitive salaries in comparison to market standards.
Increases in base compensation are based on the performance of the
Company's executives and the performance of the Company. The Company
typically enters into employment contracts of one to five years with its
executive officers to stabilize base compensation levels.
BONUS COMPENSATION. The Company rewards its executive
officers with annual bonuses based on performance. Bonuses are generally
based on a percentage of pre-tax profits of the Company, or a division
thereof, which exceed a certain financial target. Both the percentage and
the financial target are frequently established in the executive officer's
employment contract. See "Certain Employment Agreements," above. Bonuses
for executive officers whose employment agreements do not contain such
criteria are discretionary, and are established by the Chairman of the
Board and President of the Company.
STOCK OPTIONS. Stock options are currently the Company's
principal vehicle for payment of long-term incentive compensation. Stock
options generally are granted at the prevailing market price on the date of
grant and will have value only if the Company's stock price increases.
Options granted under the Company's employee stock option plan vest over a
period of one to three years, and executives must be employed by the
Company at the time of vesting in order to exercise the option. Grants of
stock options generally are based upon the level of the executive's
position with the Company and an evaluation of the executive's past and
expected future performance. The Company does not automatically grant stock
options on an annual basis, but only when either individual or Company-wide
compensation evaluations lead it to believe that such grants are in the
best interest of the Company. Historically, the Company has not granted
stock options to its Chairman of the Board or President because both of
these officers hold significant ownership interests in the Company.
However, the Compensation Committee may change this policy in the future.
John R. Benbow, Chairman
Ralph R. Feuerring
Celestin A. Durand, III
-14-
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following persons served as members of the Compensation
Committee of the Board of Directors during the year ended March 31, 1995: Ralph
R. Feuerring, John R. Benbow, and Celestin A. Durand, III. None of the members
of the Compensation Committee were employees of the Company during the year
ended March 31, 1995.
STOCK PERFORMANCE GRAPH
In accordance with Securities and Exchange Commission
regulations, the following graph compares the cumulative total shareholder
return to the Company's stockholders, during the five year period ended
March 31, 1995, to the Russell 2000 Index (a broad equity market index) and
to a group of issuers with similar market capitalizations to that of the
Company. The companies included in this year's market capitalization group
are different from those included in last year's market capitalization
group because the companies included in last year's group no longer have
market capitalizations similar to that of the Company. The companies
included in this year's market capitalization group are not in the same
business as the Company, and thus are not peers. The Company is unable to
compare its stock performance to a peer group because the Company does not
have any peers whose stock is publicly traded. The Company believes that it
lacks such peers because it engages in specialized activities within its
industry segments.
-15-
Comparison of Five Year Cumulative Total Return (1)
Among International Recovery Corp., The Russell 2000 Index &
a Similar Market Capitalization Group (2)
3/90 3/91 3/92 3/93 3/94 3/95
---- ---- ---- ---- ---- ----
International Recovery Corp. 100 113 152 68 83 107
The Russell 2000 Index 100 107 129 149 165 174
New Similar Market Capitalization Group 100 130 130 155 174 153
Old Similar Market Capitalization Group 100 138 113 105 90 100
- ------------------
(1) Assumes that the value of the investment in the Company and each index was
$100 on March 31, 1990, and that all dividends are reinvested.
(2) This year's similar market capitalization group consists of the following
companies: Dreco Energy Services, Ltd.; Ethical Holdings, Ltd; Jones
Medical Industries, Inc.; Seacoast Banking Corp. of Florida; Treadco,
Inc.; Pope Resources Delaware, L.P.; First Knox Banc Corp.; Boston
Acoustics, Inc.; Aer Energy Resources, Inc.; and Tasty Baking Company.
The market capitalization used in last year's proxy statement group
consists of the following companies: Advance Ross Corp.; Clean Harbors,
Inc.; Allied Waste Industries, Inc.; Vectra Technologies, Inc.; ICF Kaiser
International, Inc.; Handex Environmental Recovery; NV Horizons Electronics
Corp.; Catalina Lighting, Inc.; and FSI International, Inc.
-16-
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Two of the Company's subsidiaries lease premises in New
Orleans, Louisiana and Plant City, Florida from a trust established for the
benefit of the children of Jerrold Blair, the President and a Director of
the Company. The base annual rent under each lease is $43,000 per year,
which amount will increase by 5% annually. The leases expire in August
1996. The Company has an option to purchase the properties at the current
market value at any time during the lease term. For purposes of the
purchase option, the market value of the land will be determined by
independent appraisals to be obtained by the lessor and the Company.
Management of the Company believes that the terms of the existing leases
are no less favorable to the Company than those which could have been
obtained in arm's length transactions.
In January 1995, the Company and its subsidiary, Trans-Tec
Delaware, acquired substantially all of the assets and assumed certain
liabilities of Trans-Tec New York, and stock and assets of its affiliated
companies. At that time, Michael Kasbar and Paul Stebbins were shareholders of
Trans-Tec New York and its affiliated companies. Messrs. Kasbar and Stebbins are
now employed by Trans-Tec Delaware, and are Directors and Executive Officers of
the Company. See "Election of Directors."
The aggregate purchase price for the Trans-Tec New York
acquisition was approximately $14,511,000 (excluding acquisition costs of
$321,000), paid as follows: (i) approximately $4,000,000 was paid in cash;
(ii) the Company issued four promissory notes (the "Notes") to the
shareholders of Trans-Tec New York, including Messrs. Kasbar and Stebbins,
for an aggregate amount of $6,000,000; and (iii) the Company issued shares
of its Common Stock valued at $4,511,000. Under the Notes, the Company owes
Mr. Stebbins $1,365,000, and owes Mr. Kasbar $1,425,000. The Notes bear
interest at nine percent per year. The Notes are payable in three equal
installments of principal and interest, due on January 3 of each year
starting January 3, 1996. Of the Common Stock issued by the Company in the
acquisition, Mr. Kasbar received 141,413 shares and Mr. Stebbins received
136,131 shares (after giving effect to the Stock Split). As a condition of
the transaction, the Company also agreed to: (1) appoint Messrs. Kasbar and
Stebbins to serve as Directors of the Company, and (2) appoint Messrs.
Kasbar and Stebbins Senior Vice Presidents of the Company in January 1996.
Messrs. Kasbar and Stebbins signed employment agreements
with Trans-Tec Delaware under the terms of which each will be employed
through 1997, at base salaries of $150,000 for 1995, $175,000 for 1996 and
$200,000 for 1997. Each is also entitled to receive an annual bonus equal
to 5% of the pre-tax profits of the Company's marine fuel division in
excess of $3,500,000 for 1995 and 1996, and $4,000,000 for 1997. In
addition, Messrs. Kasbar and Stebbins each received an option to purchase
37,500 shares of the
-17-
Company's Common Stock, at an exercise price of $10.33 per share. The employment
agreements prohibit each of Messrs. Kasbar and Stebbins from competing with the
Company during a period of two years following the termination of his employment
(for any reason), in the areas where the Company conducts its business.
PROPOSAL RELATING TO THE COMPANY'S
1986 EMPLOYEE STOCK OPTION PLAN
The Board of Directors has adopted an amendment to the
Company's 1986 Employee Stock Option Plan (the "Plan"), which will increase
the number of shares reserved for issuance upon the exercise of options
granted under the Plan by 300,000 shares. The amendment is conditioned on
approval by the Company's stockholders.
REASONS FOR THE AMENDMENT
The Plan was amended in 1990 to reserve 300,000 shares for
issuance under the Plan. To date, the Company has granted options to
purchase a total of 288,600 shares (on a pre-Stock Split basis), leaving
available only 11,400 shares of Common Stock that may be purchased under
options.
In January 1995, when the Company acquired Trans-Tec New
York and its affiliated companies, the Company agreed to grant options to
certain employees of Trans-Tec New York, subject to shareholder approval of
an increase in the number of shares available under the Plan. These options
are in addition to the options issued in January 1995 to the former
executive officers of Trans-Tec New York. See "Transactions with Management
and Others." Additional shares must be made available under the Plan to
enable the Company to issue these options.
As a result of the Stock Split, effective June 19, 1995, the
Company's outstanding shares increased by 50%. The Board of Directors has
determined that the number of shares subject to outstanding stock options
must be increased proportionately in order to avoid an unfair dilution of
the rights of option holders. Thus, the options to purchase 197,321 shares
which were outstanding before the Stock Split will be adjusted so that they
permit the holders thereof to purchase 295,982 shares after the Stock
Split. Additional shares must be made available under the Plan to effect
the foregoing adjustment.
Because of the Company's recent growth and the increased
number of employees with significant responsibility, the Board of Directors
determined that the number of shares reserved for
-18-
issuance under the Plan be increased by 300,000 shares to make shares
available for other key employees. The Board of Directors believes the
grant of stock options to key employees and in connection with future
acquisitions will foster retention of key executives by providing
recognition and motivation to them and by rewarding their performance.
SUMMARY OF THE PLAN
The Plan was approved by the Company's Board of Directors
and stockholders on November 20, 1985. The effective date of the Plan was
January 20, 1986. The Plan was amended on May 16, 1989 to incorporate
certain changes required by the Internal Revenue Code and again in 1990 to
increase the number of shares available under the Plan to 300,000. The
purpose of the Plan is to help attract and retain superior personnel for
positions of substantial responsibility with the Company and to provide an
additional incentive to officers and other key employees of the Company
upon whose judgment, initiative and efforts the success and development of
the Company's business depends.
As of July 10, 1995, 91,279 shares of Common Stock
have been issued and exercised pursuant to the Plan, and options to
purchase 295,982 shares of Common Stock are currently outstanding pursuant
to the Plan, after giving effect to the Stock Split. If the amendment is
approved, 212,739 shares will remain available for issuance pursuant to the
Plan after giving effect to the Stock Split.
On July _____, 1995, the last reported sale price for the
Company's Common Stock on the New York Stock Exchange was ______.
The following table sets forth certain information regarding
options granted or to be granted under the Plan. Except as shown below, the
Board of Directors has not determined to grant any other options under the
Plan to its executive officers, directors or employees at this time.
-19-
NAME AND
POSITION OPTIONS GRANTED
- -------- ---------------
Ralph R. Weiser, 0
Chairman of the Board of Directors
Jerrold Blair, 0
President and Director
Phillip S. Bradley, 0
President of Advance and Director
Robert S. Tocci, 42,591
Executive Vice President
Raymond A. Rossman, 7,500
President of World Fuel
Services, Inc.
Executive Officers as a Group 132,901
Current Directors who are not 0
executive officers as a Group
Myles Klein, 0
Director
Ralph Feuerring, 0
Director
John R. Benbow, 0
Director
Celestin A. Durand III, 0
Director
Michael J. Kasbar, 29,030
Nominee for Director and
Director, Chairman and
Chief Executive Officer of
Trans-Tec Delaware
Paul H. Stebbins, 29,030
Nominee for Director and
Director, President and
Chief Financial Officer of
Trans-Tec Delaware
Non-Executive Officer employees 280,390(1)
as a group
- ------------------
(1) Includes the grant of 59,250 shares to former Trans-Tec New York
employees who were granted options under the Plan, subject to shareholder
approval of an amendment to increase the shares available under the Plan.
The Board of Directors has reserved an additional 90,750 shares to be
issued pursuant to options to be granted to former employees of Trans-Tec
New York; none of such options have been granted and they are not included
in the amounts shown in the table.
-20-
ELIGIBILITY
Individuals are eligible for selection by the Board of
Directors or the Compensation Committee to participate in the Plan if they
are employed on a full-time basis by the Company or any of its
subsidiaries. Any eligible employee under the Plan shall not be rendered
ineligible by reason of his serving as a member of the Board of Directors
of the Company.
As of July 10, 1995, there were approximately 50
employees of the Company who were eligible to receive options under the
Plan, and nineteen employees held options granted pursuant to the Plan.
OTHER TERMS AND CONDITIONS
Full payment for the Common Stock purchased upon the
exercise of an option must be made at the time of exercise. An option
holder has none of the rights of a stockholder with respect to the Common
Stock subject to an option until such shares of Common Stock are issued to
him or her. Payment of the purchase price for shares of Common Stock
purchased pursuant to the exercise of an option must be made in cash or its
equivalent. The proceeds derived from the sale of Common Stock pursuant to
the exercise of options granted under the Plan are used for general
corporate purposes. If any option granted under the Plan expires or
terminates for any reason without having been exercised in full, the
unpurchased shares become available again for purposes of the Plan.
Options granted pursuant to the Plan are evidenced by
written stock option agreements containing such terms and conditions as may
be recommended and approved from time to time by the Board of Directors,
but subject to and not more favorable than the terms of the Plan. Certain
of the terms and conditions applicable to options under the Plan are
described below.
EXERCISE PRICE. The exercise price for each option
granted pursuant to the Plan cannot be less than 100% of the fair market
value of the Common Stock at the time of the grant of the option. If,
however, an option holder owns more than 10% of the Company's outstanding
Common Stock, the minimum exercise price will be 110% of the fair market
value of the Common Stock on the date of grant of the option. The Board of
Directors or the Compensation Committee determines the fair market value of
the Common Stock on the date of the grant. As of May 30, 1995, the
outstanding options granted pursuant to the Plan were exercisable at prices
ranging from $3.00 to $18.875 per share.
TERM OF OPTION. The term of each option cannot be more
than ten years from the date of grant; provided, however, that in the case
of an option holder who owns more than 10% of the
-21-
Company's outstanding Common Stock, the term of the option cannot be
more than five years from the date of grant. As of May 30, 1995, the
outstanding options granted pursuant to the Plan had expiration dates
ranging from August 1996 to February 2005.
NONTRANSFERABILITY. Options granted under the Plan are
not transferable or assignable otherwise than by will or the laws of
descent and distribution upon the death of the option holder. During the
lifetime of an option holder, an option is only exercisable by the option
holder.
LIMITATIONS ON GRANT AND EXERCISE OF OPTIONS. Each
employee may be granted a maximum of $100,000 worth of options (as
determined on the date of grant) which first become exercisable in any
calendar year. In addition, an employee may not exercise an option at any
time when he holds unexercised options which were issued prior to the
options being exercised.
TAX TREATMENT
The following is a brief summary of the principal United
States federal income tax consequences of the grant and exercise of options
awarded under the Plan, based on federal income tax laws in effect as of
the date of this Proxy Statement. This summary is not intended to be
exhaustive and does not describe state, local, or foreign tax consequences.
If an employee is awarded an option, no income will be
recognized for federal income tax purposes at the time of grant or
exercise, and the Company will, therefore, not receive any corresponding
deduction. The excess of fair market value of the Common Stock received at
the date of exercise over the exercise price will become an item of tax
preference to the employee, for purposes of the employee's alternative
minimum tax in the year of exercise. The employee will be subject to
federal income tax when the employee sells the Common Stock acquired upon
the exercise of the option. If the employee holds the Common Stock for more
than two years from the date of grant and more than one year from the date
the Common Stock was transferred to him or her, any gain will be taxed as
long-term capital gain. The Company will not be entitled to any deduction
for federal income tax purposes as to any amount taxed as long-term capital
gain in connection with the sale of Common Stock acquired upon the exercise
of an option.
Although the Plan is a qualified Plan, employees who fail
to comply with certain holding period requirements, who fail to exercise
their options within three months after the termination of their
employment, or who fail to meet other requirements, will not receive
certain tax benefits. Instead, their options will be treated as
non-qualified options. The holder of the non-qualified Option under the
Plan recognizes no income for federal income tax purposes upon the grant of
such option, and the Company, therefore,
-22-
receives no deduction at such time. At the time of exercise, however,
the holder generally will recognize income, taxable as ordinary income, to
the extent that the fair market value of the Common Stock received on the
exercise date exceeds the exercise price. The Company will be entitled to a
corresponding deduction for federal income tax purposes in the year in
which the option is exercised. If the Common Stock is held for at least one
year and one day after exercise, long-term capital gain will be realized
upon disposition of such Common Stock to the extent the amount realized on
such disposition exceeds the fair market value of the Common Stock as of
the exercise date.
PLAN BENEFITS TABLE
The table below sets forth certain benefits that will be
received by each named person and group pursuant to the Plan. Such benefits
are based on options which have already been granted under the Plan. Except
as shown in the table, the Board of Directors has not determined to grant
any other options to its executive officers, directors, or employees at
this time. Future awards will be made from time to time by the Board of
Directors or the Compensation Committee, in its sole discretion, and,
therefore, the recipients and amounts of such awards are not determinable
at this time.
NEW PLAN BENEFITS TABLE
1986 EMPLOYEE STOCK OPTION PLAN
NUMBER OF
NAME AND POSITION DOLLAR VALUE (1) UNITS (2)
- ----------------- ---------------- ---------
Non-Executive Officer
Employee Group [ ] 59,250(3)
- ------------------
(1) Based on a fair market value of $____________ per share on June 30,
1995, for the underlying common stock.
(2) Options become exercisable January 3, 1997.
(3) Consists of options to purchase 59,250 shares granted to former
Trans-Tec New York employees, subject to shareholder approval of an
amendment to increase the shares available under the Plan. The Board of
Directors has reserved an additional 90,750 shares to be issued
pursuant to options to be granted to former employees of Trans-Tec New
York; none of such options have been granted and they are not included
in the amounts shown in the table.
-23-
REQUIRED APPROVAL
The amendment of the Plan will be effective on the date
it is approved by the Company's shareholders. The affirmative vote of the
holders of a majority of the Company's outstanding shares of Common Stock
represented in person or by proxy at a duly held meeting at which a quorum
is present is required to approve amending the Plan to increase the number
of shares reserved for issuance thereunder.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE AMENDMENT OF THE PLAN.
-24-
PROPOSAL TO
CHANGE THE NAME OF THE COMPANY
The Board of Directors has approved amending Article I of the
Company's Articles of Incorporation to change the name of the Company to
"World Fuel Services Corporation", subject to shareholder approval. The
Board believes that the proposed name better reflects the nature of the
Company's business. The Board expects that the name change will give the
Company better name recognition in the used oil, marine and aviation fuel
industries. The amendment to the Company's Articles of Incorporation
requires the affirmative vote of a majority of the shares represented in
person or by proxy at the Annual Meeting of Stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
COMPANY'S RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm selected by the Board of Directors of
the Company for the fiscal year ending March 31, 1996 is Arthur Andersen
LLP. This accounting firm is expected to have a representative present at
the Annual Meeting. This representative will be available to answer
appropriate questions and will be given an opportunity to make a statement,
if he so desires.
PROPOSALS FOR THE 1996 ANNUAL MEETING
In order to be considered for inclusion in the Proxy
Statement for the 1996 Annual Meeting, shareholders' proposals must be
received at the principal office of the Company, 700 South Royal Poinciana
Blvd., Suite 800, Miami Springs, Florida 33166, Attention: Secretary, no
later than March 1, 1996.
OTHER MATTERS
Management is not aware of any other matters to be
presented for action at the Annual Meeting. IF, HOWEVER, ANY OTHER MATTERS
COME BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES WILL VOTE ON
SUCH MATTERS IN ACCORDANCE WITH THEIR BEST JUDGMENT.
-25-
PROXY
ANNUAL MEETING OF SHAREHOLDERS
OF INTERNATIONAL RECOVERY CORP.
TO BE HELD ON AUGUST 21, 1995
The undersigned hereby appoints Ralph R. Weiser and Jerrold
Blair, and either of them severally as proxies, each with the
power to appoint a substitute, and to vote, as designated on
the reverse side, all of the shares of Common Stock of International
Recovery Corp. held of record on July 10, 1995 by the undersigned
at the Annual Meeting of Shareholders to be held on August 21,
1995, or any adjournment or postponements thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
1. ELECTION OF DIRECTORS: [ ] FOR [ ] WITHHOLD
NOMINEES: Ralph R. Weiser Jerrold Blair Celestin A. Durand, III
Ralph R. Feuerring John R. Benbow Phillip S. Bradley
Myles Klein Michael J. Kasbar Paul H. Stebbins
Instruction: To withhold authority to vote for any individual
nominee strike a line through the nominee's name in the
list at right. IF AUTHORITY IS NOT SO WITHHELD, THE PROXY
WILL BE VOTED TO ELECT ALL NOMINEES.
2. Amendment to the 1986 Employee Stock Option Plan to increase
the number of shares issuable under the Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Amendment to the Articles of Incorporation to change the
name of the company to World Fuel Services Corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon
any other matters coming before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSALS AS SET FORTH
HEREIN.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
We have enclosed an envelope for your convenience in returning
your proxy.
SIGNATURE_____________DATE_______________SIGNATURE:__________DATE________
NOTE: Please sign name(s) exactly as shown above. When signing
as executor, administrator, trustee or guardian, give the title
as such, when shares have been issued in names of two or more
persons all should sign.
