UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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GENERAL MARITIME CORPORATION
----------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------
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General Maritime Corporation
35 West 56th Street
New York, New York 10019
(212) 763-5600
April 29, 2002
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
which will be held at the Pierre Hotel, 2 East 61st Street, New York, New York
at 10:00 a.m. on Thursday, May 16, 2002. On the following pages you will find
the formal Notice of Annual Meeting and Proxy Statement.
Whether or not you plan to attend the meeting in person, it is important
that your shares be represented and voted at the meeting. Accordingly, please
date, sign and return the enclosed proxy card promptly.
I hope that you will attend the meeting, and I look forward to seeing you
there.
Sincerely,
/s/ Peter C. Georgiopoulos
------------------------------------
PETER C. GEORGIOPOULOS
Chairman and Chief Executive Officer
General Maritime Corporation
35 West 56th Street
New York, New York 10019
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2002
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of General Maritime Corporation, a Marshall Islands
corporation ("General Maritime"), will be held on Thursday, May 16, 2002 at
10:00 a.m. (local time), at the Pierre Hotel, 2 East 61st Street, New York, New
York, for the following purposes:
1. To elect two Class I Directors to the Board of Directors of
General Maritime;
2. To ratify the appointment of Deloitte & Touche LLP as the
independent auditors of General Maritime for the fiscal year
ending December 31, 2002;
3. To transact such other business as may properly come before the
Annual Meeting or at any adjournment or postponement thereof.
Shareholders of record at the close of business on April 2, 2002 are
entitled to notice of, and to vote at, the Annual Meeting or any adjournment or
postponement thereof. A list of such shareholders will be available at the
Annual Meeting and, for any purpose germane to the Annual Meeting, during the
ten days prior to the Annual Meeting, at the office of the Secretary of General
Maritime, 35 West 56th Street, New York, New York 10019, during ordinary
business hours.
All shareholders are cordially invited to attend the Annual Meeting. If
you do not expect to be present at the Annual Meeting, you are requested to fill
in, date and sign the enclosed proxy and mail it promptly in the enclosed
envelope to make sure that your shares are represented at the Annual Meeting. In
the event you decide to attend the Annual Meeting in person, you may, if you
desire, revoke your proxy and vote your shares in person.
YOUR VOTE IS IMPORTANT
IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE MARK, SIGN AND DATE THE
ENCLOSED PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS, AND RETURN
IT PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
/s/ James C. Christodoulou
----------------------------------------
James C. Christodoulou
Vice President, Chief Financial Officer
and Secretary
New York, New York
April 29, 2002
General Maritime Corporation
35 West 56th Street
New York, New York 10019
------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 2002
------------------------
This proxy statement is furnished to shareholders of General Maritime
Corporation ("General Maritime" or the "Company") in connection with the
solicitation of proxies, in the accompanying form, by the Board of Directors of
General Maritime (the "Board") for use in voting at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the Pierre Hotel, 2 East 61st
Street, New York, New York, on Thursday, May 16, 2002, at 10:00 a.m., and at any
adjournment or postponement thereof.
This proxy statement, and the accompanying form of proxy, are first being
mailed to shareholders on or about April 29, 2002.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Purpose of the Annual Meeting
The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the accompanying Notice of Annual Meeting of
Shareholders. Each proposal is described in more detail in this proxy statement.
Record Date and Outstanding Shares
The Board has fixed the close of business on April 2, 2002 as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of, and to vote at, the Annual Meeting. Only shareholders of record at
the close of business on that date will be entitled to vote at the Annual
Meeting or any and all adjournments or postponements thereof. As of April 2,
2002, General Maritime had issued and outstanding 37,000,000 shares of common
stock. The common stock comprises all of General Maritime's issued and
outstanding voting stock.
Revocability and Voting of Proxies
Any person signing a proxy in the form accompanying this proxy statement
has the power to revoke it prior to the Annual Meeting or at the Annual Meeting
prior to the vote pursuant to the proxy. A proxy may be revoked by any of the
following methods:
o by writing a letter delivered to James C. Christodoulou, Secretary of
General Maritime, stating that the proxy is revoked;
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o by submitting another proxy with a later date; or
o by attending the Annual Meeting and voting in person.
Please note, however, that if a shareholder's shares are held of record by
a broker, bank or other nominee and that shareholder wishes to vote at the
Annual Meeting, the shareholder must bring to the Annual Meeting a letter from
the broker, bank or other nominee confirming that shareholder's beneficial
ownership of the shares.
Unless we receive specific instructions to the contrary or unless such
proxy is revoked, shares represented by each properly executed proxy will be
voted: (i) FOR the election of each of General Maritime's nominees as a
director; (ii) FOR the ratification of the appointment of Deloitte & Touche LLP
as the independent auditors of General Maritime for the fiscal year ending
December 31, 2002; and (iii) with respect to any other matters that may properly
come before the Annual Meeting, at the discretion of the proxy holders. General
Maritime does not presently anticipate any other business will be presented for
action at the Annual Meeting.
Voting at the Annual Meeting
Each share of common stock outstanding on the Record Date will be entitled
to one vote on each matter submitted to a vote of the shareholders, including
the election of directors. Cumulative voting by shareholders is not permitted.
The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the shareholders entitled to vote at the Annual
Meeting is necessary to constitute a quorum. Abstentions and broker "non-votes"
are counted as present and entitled to vote for purposes of determining a
quorum. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power for that particular item and has not
received instructions from the beneficial owner.
A plurality of the votes cast is required for the election of directors.
Abstentions and broker "non-votes" are not counted for the purpose of the
election of directors.
The affirmative vote of a majority of the shares of common stock
represented and voted at the Annual Meeting is required for approval of Proposal
Two. Abstentions will have the same effect as a vote "against" Proposal Two,
whereas broker non-votes are not considered to have been voted on Proposal Two.
Solicitation
We will pay the costs relating to this proxy statement, the proxy and the
Annual Meeting. We may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
material to beneficial owners. Directors, officers and regular employees may
also solicit proxies. They will not receive any additional pay for the
solicitation.
4
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Under General Maritime's Certificate of Incorporation, as amended, the
Board of Directors is classified into three classes. The two directors serving
in Class I have terms expiring at the 2002 Annual Meeting. The Board of
Directors has nominated the Class I directors currently serving on the Board of
Directors, Sir Peter G. Cazalet and Rex W. Harrington, for re-election to serve
as Class I directors of the Company for a three-year term until the 2005 Annual
Meeting of Shareholders of the Company and until their successors are elected
and qualified or until their earlier resignation or removal. Although management
has no reason to believe that the nominees will not be available as candidates,
should such a situation arise, proxies may be voted for the election of such
other persons as the holders of the proxies may, in their discretion, determine.
Directors are elected by a plurality of the votes cast at the Annual
Meeting, either in person or by proxy. Votes that are withheld will be excluded
entirely from the vote and will have no effect.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE ELECTION (ITEM 1 ON THE ENCLOSED PROXY CARD) OF MESSRS. CAZALET AND
HARRINGTON AS CLASS I DIRECTORS.
Nominee Information
The following table sets forth information regarding the nominees for
re-election as Class I Directors:
Name Age Position
---- --- --------
Sir Peter G. Cazalet 73 Director
Rex W. Harrington 68 Director
Sir Peter G. Cazalet has served as a director of our company since May
2001. Sir Peter Cazalet is Chairman of Seascope Shipping Holdings plc, an oil
tanker brokerage firm, and served as a Chairman of APV plc, a manufacturer of
food processing machinery, and as Deputy Chairman of GKN plc, an engineering and
defense company, from 1989 to 1996. He also served as a non-executive director
of the Peninsular & Oriental Steam Navigation Company, a shipping, real estate
and construction company, from 1980 to 1999, a non-executive director of De La
Rue plc from 1983 to 1995 and a member of the General Committee of the Lloyd's
Register of Shipping from 1981 to 1999. Prior to retiring in 1989, Sir Peter G.
Cazalet served as Deputy Chairman of the British Petroleum Company plc from 1986
to 1989 and as its Managing Director from 1981 to 1986. He served as President
of BP North America from 1972 to 1975 and as a director of BP Trading from 1975
to 1981. Sir Peter Cazalet was the Regional Coordinator, Australasia and the Far
East from 1970 to 1972 and a director of BP Tanker Company from 1968 to 1970,
after having joined BP Tanker Company in 1959. Sir Peter Cazalet began his
business
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career in 1950 in the dry-cargo section of a shipping company and for several
years was a shipbroker on the Baltic Exchange.
Rex W. Harrington has served as a director of our company since May 2001.
Mr. Harrington served as Shipping Adviser to The Royal Bank of Scotland plc from
his retirement in 1998 until 2001. Mr. Harrington served as Director of Shipping
of The Royal Bank of Scotland plc from 1990 to 1998, Assistant General Manager,
Shipping from 1980 to 1990 and Senior Manager, Shipping from 1973 to 1980. From
1969 to 1973 Mr. Harrington served as an executive of Baring Brothers & Co.,
Ltd., an international merchant banking firm, and from 1957 to 1969 served in
various capacities in the Bank of England ending as Secretary of the Foreign
Exchange Control Committee. Mr. Harrington currently serves as a Deputy Chairman
of the International Maritime Industries Forum, as a Director of Eurofin
International Limited, as a Director of Royal Olympic Cruise Line, as a Director
of the International Chamber of Commerce, Commercial Crime Services, which
incorporates the International Maritime Bureau, and as a member of the General
Committee of Lloyds Register of Shipping, London Advisory Panel of InterCargo,
the Baltic Exchange and the Steering Committee of the London Shipping Law
Centre. Mr. Harrington was previously a Director of H. Clarkson Limited
(International Shipbrokers) from 1995 to 1998 and a Director of Lloyds Register
of Shipping from 1994 to 1999.
Continuing Director Information
The following table sets information regarding our directors whose terms
continue after the 2002 Annual Meeting. The terms for Directors in Class II
expire at the 2003 Annual Meeting, and the terms for Directors in Class III
expire at the 2004 Annual Meeting.
Name Age Class Position
---- --- ----- --------
John P. Tavlarios 40 II President, Chief Operating Officer and
Director
Peter S. Shaerf 47 II Director
Peter C. Georgiopoulos 41 III Chairman, Chief Executive Officer and
Director
William J. Crabtree 58 III Director
Stephen A. Kaplan 43 III Director
Class II Directors - Terms Expiring at the 2003 Annual Meeting
John P. Tavlarios has served as our President, Chief Operating Officer and
director since May 2001. From our inception in 1997 to January 2000, Mr.
Tavlarios served as our Executive Vice President. From 1995 to 1997, Mr.
Tavlarios was affiliated with Maritime Equity Management, where he served as
Director of Marine Operations. From 1992 to 1995 Mr. Tavlarios was President and
founder of Halcyon Trading Company, a consulting firm specializing in
international business development with a particular emphasis on the
international oil industry. From 1984 to 1992, Mr. Tavlarios was employed by
Mobil Oil Corporation, spending most of his tenure in the Marine Operations and
the Marketing and Refining divisions. Prior to 1984, Mr. Tavlarios was involved
in his family's shipping business, assisting in marine operations. Mr. Tavlarios
is a member of the American Bureau of Shipping, the Det Norske
6
Veritas North American Committee, the SKULD Directors Committee and the North
American Panel of INTERTANKO.
Peter S. Shaerf has served as a director of our company since May 2001.
Mr. Shaerf is a Senior Vice President of American Marine Advisors, Inc., an
investment bank specializing in the maritime industry. From 1998 until April
2002, Mr. Shaerf was Managing Director of Poseidon Capital Corp., an independent
maritime consulting and investment company that works extensively in the
investment community. Since 1980, he has been a partner of The Commonwealth
Group a brokerage and consulting company that specializes in the liner shipping
industry. From 1977 to 1980, he was a director of Common Brothers U.S.A. Ltd., a
shipbroking subsidiary of a British shipowner of dry cargo and tanker tonnage.
Mr. Shaerf currently serves as a director of MC Shipping, Inc. an American Stock
Exchange listed company, a position he has held since 1993, and as a director of
TBS International Ltd., a liner operator. In April 2002, he was appointed to the
board of directors of Trailerbridge, Inc., a company listed on the Nasdaq Stock
Market.
Class III Directors - Terms Expiring at the 2004 Annual Meeting
Peter C. Georgiopoulos is our founder and has served as Chairman, Chief
Executive Officer and director since our inception in 1997. From 1991 to 1997,
Mr. Georgiopoulos was the principal of Maritime Equity Management, a ship-owning
and investment company which he founded in 1991. From 1990 to 1991, Peter C.
Georgiopoulos was affiliated with Mallory Jones Lynch & Associates, an oil
tanker brokerage firm. From 1987 to 1990, Mr. Georgiopoulos was an investment
banker at Drexel Burnham Lambert. Prior to entering the investment banking
business, Mr. Georgiopoulos had extensive experience in the sale, purchase and
chartering of vessels while working for shipowners in New York and Piraeus,
Greece. Mr. Georgiopoulos is a member of the American Bureau of Shipping.
William J. Crabtree has served as a director of our company since May
2001. Mr. Crabtree currently operates his own legal consulting business. From
1972 to 1996, Mr. Crabtree served in capacities from Marine Counsel to Chairman
of Universe Tankships (Delaware), Inc., a company owned by the D.K. Ludwig
Organization, which was predecessor to Universe Tankships (Delaware) LLC. Mr.
Crabtree served as counsel for the Commonwealth Oil Refining Company from 1971
to 1972. From 1968 to 1972, Mr. Crabtree was an associate at the law firm of
Kirlin, Campbell and Keating. Mr. Crabtree is a member of the Maritime Law
Association of the United States and the American Bureau of Shipping.
Stephen A. Kaplan has served as a director of our company since May 2001.
Since 1995, Mr. Kaplan has been a principal of Oaktree Capital Management, LLC,
a private investment management firm, where he co-manages Oaktree's Principal
Activities Group which invests in majority and significant minority positions in
both private and public companies. Since 1993, he has served as portfolio
manager of OCM Principal Opportunities Fund, L.P. and OCM Principal
Opportunities Fund II, L.P. OCM Principal Opportunities Fund, L.P. is the parent
of OCM Ajax Investments, Inc., the owner of more than 5% of our company's common
stock. From 1993 to 1995, Mr. Kaplan was a Managing Director of Trust Company of
the West. Prior to joining the Trust Company of the West, Mr. Kaplan was a
partner of the law firm of Gibson, Dunn & Crutcher. Mr. Kaplan currently serves
as a director of numerous private and public companies, including Acorn
Products, Inc., a manufacturer and marketer of non-powered lawn
7
and garden tools, BioPure, Inc., an emerging biopharmaceutical company
developing oxygen therapeutics, CollaGenex Pharmaceuticals, Inc., a specialty
pharmaceutical company focused on the dental market, Forest Oil Corporation, an
oil and gas exploration, development and production company, and LearningStar
Corporation, a developer, manufacturer and retailer of educational products.
Board Meetings and Committees
During fiscal year 2001, there were three meetings of the Board of
Directors. A quorum of Directors was present, either in person or
telephonically, for all of the meetings. Actions were also taken during the year
by the unanimous written consent of the Directors.
Since June 10, 2001, General Maritime's audit committee has been comprised
of William J. Crabtree, Rex W. Harrington and Peter S. Shaerf, none of whom is
an employee of General Maritime. Through its written charter, a copy of which is
attached as Appendix I hereto, the audit committee has been delegated the
responsibility of reviewing with the independent auditors the plans and results
of the audit engagement, reviewing the adequacy, scope and results of the
internal accounting controls and procedures, reviewing the degree of
independence of the auditors, reviewing the auditor's fees and recommending the
engagement of the auditors to the full Board of Directors. The audit committee
held four meetings during fiscal year 2001.
Since June 10, 2001, General Maritime's compensation committee has been
comprised of William J. Crabtree, Stephen A. Kaplan and Peter S. Shaerf, none of
whom is an employee of General Maritime. The compensation committee administers
General Maritime's stock option plan and other corporate benefits programs. The
compensation committee also reviews and approves bonuses, stock option grants,
compensation, philosophy and current competitive status, and executive officer
compensation. The compensation committee held two meetings during fiscal year
2001.
MANAGEMENT
Executive Officers and Other Key Personnel
The following tables set forth certain information with respect to the
executive officers (other than Peter C. Georgiopoulos and John P. Tavlarios, for
whom information is set forth under the heading "Continuing Director
Information" above) and other key personnel of General Maritime:
Executive Officers
Name Age Position
---- --- --------
James C. Christodoulou 42 Vice President, Chief Financial Officer and
Secretary
John C. Georgiopoulos 38 Vice President, Chief Administrative Officer
and Treasurer
8
Other Key Personnel
Name Age Position
---- --- --------
John N. Mortsakis 55 Vice President Technical Operations
John M. Ramistella 55 Vice President - Chartering
James C. Christodoulou has served as our Vice President, Chief Financial
Officer and Secretary since July 2000. Mr. Christodoulou joined us in August
1999 as a financial consultant while also serving as managing director of
NetWorks Capital, a New York based venture capital firm and Chief Financial
Officer of ThinkDirectMarketing, Inc. Prior to joining us, Mr. Christodoulou was
Chief Financial Officer of World CallNet, Inc., a U.S. public company with
operations in the United Kingdom and throughout Europe, from 1998 to 1999. Mr.
Christodoulou has been involved in corporate finance since 1993 as Vice
President of Corporate Finance at Alpha Capital. Prior to that, he was a senior
associate at Easton Capital. From 1985 to 1993, Mr. Christodoulou was a managing
partner of Creative Color Lithographers, a printing and publishing company in
the New York area.
John C. Georgiopoulos has served as our Vice President, Chief
Administrative Officer and Treasurer since July 2000. From our inception in 1997
to July 2000, Mr. Georgiopoulos served as our Chief Financial Officer. From 1994
to 1997, Mr. Georgiopoulos was involved in his family's private real estate and
investment management business. From 1991 to 1994, Mr. Georgiopoulos was an
officer of Atlantic Bank of New York. From 1987 to 1991, he was a Vice President
of Atlas Management, a shipping and real estate company in New York.
John N. Mortsakis has served as our Vice President Technical Operations
since April 2000. From 1981 to April 2000, Mr. Mortsakis was the Vice President
of National Shipping & Trading Corp., a privately held shipping company, where
he began in 1973. From 1970 to 1973, Mr. Mortsakis served in the U.S. Navy on
the U.S.S. George Bancroft as both Officer of the Deck and Engineering Officer
of the Watch. Mr. Mortsakis is a member of the American Bureau of Shipping.
John M. Ramistella has served as our Vice President-Chartering since our
inception in 1997. From 1992 to 1997, Mr. Ramistella was a tanker broker at
Poten & Partners, specializing in long term charters and projects. From 1991 to
1992, Mr. Ramistella was President of Norgulf Shipping Ltd., a privately held
shipping company. From 1989 to 1991 he was a tanker broker at Mallory Jones
Lynch & Associates, an oil tanker brokerage firm. From 1973 to 1989, Mr.
Ramistella was President of Tankers Company, Inc., a tanker brokerage firm based
in Westport, Connecticut.
Peter C. Georgiopoulos and John C. Georgiopoulos are brothers. There
are no other family relationships among our executive officers and directors.
Executive Compensation
The following table sets forth in summary form information concerning the
compensation paid by us during the years ended December 31, 1999, 2000 and 2001,
to our Chief Executive Officer and our three other most highly compensated
executive officers whose salaries and
9
bonuses for fiscal year 2001 exceeded $100,000 and who served as executive
officers of ours as of December 31, 2001 (the "Named Executive Officers").
Summary Compensation Table
Long Term
Compensation
Awards
Fiscal Annual Compensation Securities
--------------------------- Underlying All Other
Name and Principal Position Year Salary Bonus Options (#) Compensation
--------------------------- ---- ------ ----- ------------- ------------
Peter C. Georgiopoulos ............ 2001 331,731 600,000 350,000 --
Chairman, Chief Executive 2000 -- 259,600 -- --
Officer and Director 1999 -- 114,900 -- --
John P. Tavlarios ................. 2001 260,455 250,000 240,000 --
President, Chief Operating Officer 2000 120,000 -- -- --
and Director 1999 120,000 -- -- --
James C. Christodoulou ............ 2001 174,808 150,000(1) 80,000 --
Vice President, Chief Financial 2000 33,333 -- -- --
Officer and Secretary 1999 -- -- -- --
John C. Georgiopoulos ............. 2001 178,557 100,000 80,000 --
Vice President, Chief 2000 107,000 -- -- --
Administrative Officer and 1999 80,000 -- -- --
Treasurer
(1) Includes year-end bonus of $100,000 and a $50,000 bonus paid in
connection with the closing of our initial public offering.
For information about employment agreements with some of our executive
officers, see "--Employment Agreements and Incentive Bonus Program" below.
Option Grants for the Year Ended December 31, 2001
The following table sets forth information, as of December 31, 2001,
concerning the options that were granted to the Named Executive Officers during
the fiscal year ended December 31, 2001.
Percentage Potential Realizable Values
of Total At Assumed Annual Rates
Number of Options Of Stock Price
Securities Granted to Appreciation For Option
Underlying Employees Exercise Term
Options in Fiscal Price Per Expiration -----------------------
Name Granted 2001 Share Date 5%($)(1) 10%($)(1)
---- ------- ---- ----- ---- -------- ---------
Peter C. Georgiopoulos 350,000 40.7% $18.00 6/11/11 3,962,036 10,040,577
John P. Tavlarios 240,000 27.9% $18.00 6/11/11 2,716,825 6,884,967
James C. Christodoulou 80,000 9.3% $18.00 6/11/11 905,608 2,294,989
John C. Georgiopoulos 80,000 9.3% $18.00 6/11/11 905,608 2,294,989
(1) In accordance with the regulations of the Securities and Exchange
Commission, the amounts shown in these two columns represent the
hypothetical stock option gains that could be achieved with respect to the
stock options shown in the above table (i) if such options were not
exercised until the end of each option's 10-year term and (ii) if General
Maritime's common stock appreciated at the assumed annually-compounded
rates of 5% and 10% from the $18.00 price at grant until the exercise date.
The assumed 5% and 10% rates of stock price appreciation are prescribed by
regulations of the Securities and Exchange Commission and are for
illustration purposes only; they are not intended to predict any actual
future stock prices, which will depend
10
upon market conditions, General Maritime's future performance and prospects
and various other factors. Based on the $18.00 option exercise price, the
assumed 5% and 10% annually-compounded stock price appreciation rates
result in assumed stock prices 10 years after grant of approximately $29.32
(at 5%) and $46.69 (at 10%) for purposes of the above table. By way of
further illustration, assuming a constant 37 million shares of General
Maritime common stock outstanding (the number of shares outstanding on the
date of General Maritime's initial public offering and on the Record Date),
General Maritime's total market capitalization (which would be $666 million
at an $18 share price) would increase by approximately $419 million to a
total market capitalization of approximately $1.08 billion if the per share
price increased to the assumed $29.32 and would increase by approximately
$1.06 billion to a total market capitalization of approximately $1.72
billion if the per share price increased to an assumed $46.69.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
The following table provides information relating to option exercises by
the Named Executive Officers during the fiscal year ended December 31, 2001. In
addition, the table indicates the number and value of vested and unvested
options held by these executive officers as of December 31, 2001. No options
were exercised during the fiscal year ended December 31, 2001, and none of the
outstanding options were "in-the-money" on December 31, 2001.
Number of Securities
Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
Shares December 31, 2001 December 31, 2001
Acquired ----------------------------------------------------
on Value Exercisable Unexercisable Exercisable Unexercisable
Name Exercise Realized (#) (#) ($) ($)
------------------- -------- --------- ---------- ------------ ----------- ------------
Peter C. Georgiopoulos -- -- -- 350,000 -- --
John P. Tavlarios -- -- 48,000 192,000 -- --
James C. Christodoulou -- -- 16,000 64,000 -- --
John C. Georgiopoulos -- -- 16,000 64,000 -- --
Director Compensation
Each of our non-employee directors receives an annual fee of $15,000 and a
fee of $2,000 per committee meeting commencing January 1, 2002. In addition,
each director who is not an executive officer was granted ten-year options to
purchase 2,000 shares of common stock at an exercise price of $18.00. Such
options became exercisable upon the closing of our initial public offering. We
do not pay director fees to employee directors. We reimburse our directors for
all reasonably expenses incurred by them in connection with serving on our board
of directors.
Employment Agreements and Incentive Bonus Program
We have entered into employment agreements with four of our executive
officers, Peter C. Georgiopoulos, our Chairman and Chief Executive Officer, John
P Tavlarios, our President and Chief Operating Officer, James C. Christodoulou,
our Vice President, Chief Financial Officer and Secretary, and John C.
Georgiopoulos, our Vice President, Chief Administrative Officer and Treasurer.
These agreements took effect on June 15, 2001.
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Agreements with Messrs. Peter C. Georgiopoulos and Tavlarios
The agreement with Peter C. Georgiopoulos has a term of four years. The
agreement with Mr. Tavlarios has a term of three years. Both agreements provide
for automatic renewal for additional renewal terms to the end of each fiscal
year, unless the executive or we terminate the agreement on 90 days notice. The
agreements provide a salary of $450,000 per annum for Peter C. Georgiopoulos and
$350,000 per annum for Mr. Tavlarios. Both executives are entitled to
participate in our incentive bonus program. They have target bonus opportunities
of 60% of salary for Peter C. Georgiopoulos and 45% of salary for Mr. Tavlarios.
Peter C. Georgiopoulos has the right to reasonably approve General Maritime's
bonus plan as it applies to him. Under his agreement, we have agreed to provide
Peter C. Georgiopoulos with a monthly automobile allowance of $2,500.
The agreements provide that upon termination by us without cause or by the
executive for good reason, in each case as defined in the relevant agreement,
these executives will be entitled to salary at the date of termination plus a
bonus equal to the average bonus earned over the preceding five years (beginning
with 2001) or any shorter period that the executive was employed by us, but not
less than any bonus to which the executive would be entitled for the year in
which termination occurs, times the greater of the remainder of the term and two
years. In these circumstances, Messrs. Peter C. Georgiopoulos and Tavlarios are
also entitled for this period to medical, dental and insurance coverage (and, as
to Peter C. Georgiopoulos, an automobile benefit) substantially identical to
those in place prior to termination for the relevant period. In the event that a
payment to the executive after a change of control causes the executive to owe
excise tax under Section 280G of the Internal Revenue Code, we have agreed to
fund the amount of this tax on a "grossed-up" basis, intended to provide the
executive with an amount sufficient to pay any tax owed on the funding payment.
All incentive stock grants to Messrs. Peter C. Georgiopoulos and Tavlarios will
vest in the event their employment is terminated by us without cause or by them
for good reason.
Under these agreements, each executive has agreed to protect our
confidential information and not to solicit our employees for other employment
for two years after termination. In his employment agreement, Peter C.
Georgiopoulos has agreed that if his employment with us terminates prior to the
fourth anniversary of the closing of the Company's initial public offering, and
he undertakes substantial involvement in the management or operation of tankers
transporting crude oil anywhere in the world for a competitor of the Company
prior to that anniversary, he will surrender 320,000 shares of Common Stock
issued to him in connection with our recapitalization if such activities occur
before the first anniversary of the closing of the initial public offering,
which amount will be reduced to 240,000 shares for activities occurring before
the second anniversary of the closing, 160,000 shares for activities occurring
before the third anniversary of the closing and 80,000 shares for activities
occurring before the fourth anniversary of the closing. Peter C. Georgiopoulos
and Mr. Tavlarios have each agreed not to engage in these competitive activities
for two years after the termination of their employment with us. These
provisions will not apply following a change of control or in the event of
termination of these executives by us without cause or by the executives with
good reason. Mr. Georgiopoulos' agreement not to compete (but not the
requirement he surrender shares of our common stock) will only be effective if
we pay him salary during the applicable period and will terminate if he forgoes
salary payments. For purposes of these agreements, change of control is defined
generally as the acquisition of more than 30% of the voting power of
12
the Company by any person or group other than Peter C. Georgiopoulos or Oaktree
Capital Management, LLC and its affiliates or by any person other than Peter C.
Georgiopoulos if the acquiring person has in excess of 50% of the voting power
of the Company, the sale of all or substantially all of our assets or any merger
or similar transaction in which holders of our voting stock do not hold at least
51% of the voting stock of the surviving entity.
Agreements with Messrs. Christodoulou and John Georgiopoulos
The agreements with Messrs. Christodoulou and John Georgiopoulos each have
a term of one year. These agreements provide for a salary of $250,000 per annum
for Mr. Christodoulou and $225,000 for John Georgiopoulos. Each executive is
entitled to participate in our incentive bonus program, with a target bonus of
35% of salary. Mr. Christodoulou also received a special bonus of $50,000 upon
the closing of the Company's initial public offering. Upon termination by us
without cause, as defined in the relevant agreement, these executives will be
entitled to salary at the date of termination for a period of one year. Under
the agreements, if this type of termination occurs after a change of control,
the executive will also be entitled to a bonus equal to the average bonus earned
over the preceding five years (beginning with 2001) or any shorter period that
the executive was employed by us, but not less than any bonus to which the
executive would be entitled for the year in which termination occurs.
Under the agreements, each executive has agreed to protect our
confidential information and not to solicit our employees for other employment
for two years after termination. They have also agreed not to undertake
substantial involvement in the management or operation of tankers transporting
crude oil anywhere in the world for one year after the termination of their
employment with us. These provisions will not apply following a change of
control (as defined in Peter Georgiopoulos' agreement) or in the event of
termination of these executives by us without cause.
Incentive Bonus Program
The Company has an incentive bonus program under which our executive
officers and our other key employees designated by our Chief Executive Officer
are eligible for cash bonus awards. These awards are generally made at the end
of the fiscal year in amounts determined in the sole discretion of the
Compensation Committee for executive officers and the Chief Executive Officer
subject to the oversight of the Compensation Committee and the Board of
Directors for other eligible key employees. Criteria for executive officer
bonuses are discussed below under the heading "Board Compensation Committee
Report on Executive Compensation" below.
Compensation Committee Interlocks and Insider Participation
No interlocking relationship exists between any of General Maritime's
executive officers or members of General Maritime's Board of Directors or
compensation committee and any other company's executive officers, Board of
Directors or compensation committee.
Board Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of non-employee directors. The Committee is responsible for
establishing and
13
administering the overall compensation policies applicable to the Company's
executive officers, and determining the annual cash compensation of the
Company's senior management. The Committee is also responsible for establishing
the general policies applicable to the granting, vesting and other terms of the
stock option grants made to current and newly hired officers and other key
employees under the Company's stock option plan, and for determining the size
and terms of the individual option grants made to the Company's executive
officers.
The Committee views its role as being to foster and oversee the creation
of compensation programs for the Company's executive officers and other key
management employees that are structured and implemented in a way that addresses
the Company's need to attract and retain the caliber of senior executives and
other key employees required for the Company to compete effectively in a highly
competitive and rapidly evolving business environment, while recognizing the
importance and value to the Company and its shareholders of achieving annual and
longer-term performance goals and objectives.
Section 162(m)
Section 162(m) of the Internal Revenue Code limits the deductibility of
compensation to certain employees in excess of $1 million. Because the Company
believes that it currently qualifies for the exemption pursuant to Section 883
of the Internal Revenue Code of 1986, as amended, pursuant to which it is not
subject to United States federal income tax on its shipping income (which
comprised substantially all of its gross revenue in 2001), it has not sought to
structure its cash bonus plan to qualify for exemption under Section 162(m). For
purposes of Section 162(m), payments made under qualifying performance-based
plans are not taken into account. The Company's 2001 Stock Incentive Plan is
designed and administered to qualify as "performance-based" and grants
thereunder are therefore not subject to the Section 162(m) limitation.
Performance and Compensation Review Process
Beginning in the Fall of 2001, the Committee and the Company's Chief
Executive Officer (the "CEO") conducted, with the assistance and advice of an
outside independent executive compensation consultant, detailed reviews of the
executive officer compensation for 2001 and the levels and mix of officer cash
compensation, taking into account actual and anticipated corporate revenue and
earnings for 2001, the extent to which certain strategic goals for 2001 had been
achieved, stock price performance and individual performance.
This review process included several meetings involving the Committee, the
CEO and the outside consultant, as well as certain discussions involving only
the Committee and the outside consultant, and certain private discussions
involving only Committee members. As part of this process, the CEO reviewed with
the Committee members (i) his assessment of the Company's performance in 2001 in
terms of financial results and strategic initiatives, (ii) his assessment of
each executive officer's efforts, performance and contributions for 2001, and
(iii) the CEO's specific recommendations regarding the annual bonus awards for
2001 for the executive officers reporting to the CEO, and the rationales for
such awards.
14
Base Salary Levels and 2001 Annual Bonus Awards
As part of the review process described above, the base salary rate,
contractual terms and proposed 2001 annual bonus award of each executive officer
was reviewed, taking into account: (i) each officer's individual performance for
2001, (ii) the scope and importance of the functions the officer performed or
for which the officer was responsible, (iii) an assessment of the officer's
initiative, managerial ability and overall contributions to corporate
performance, (iv) the advice of the outside consultant regarding the practices
of other companies with respect to executive officer salary and bonus levels for
2000-2001 based on available Securities and Exchange Commission filing data, and
(v) internal equity considerations.
The weighting given to these factors varied by position, but the Committee
intended that each executive officer's base salary and annual bonus rates be
generally competitive with the estimated current market rates, and that the
annual bonuses for 2001 properly reflect the efforts and achievements of the
Company's management team in successfully completing the reorganization of the
Company including its acquisition of 29 vessels and its United Overseas Tankers
subsidiary, successfully completing the Company's initial pubic offering in a
difficult market and successfully establishing two major bank facilities. The
Committee also noted the "lean" nature of the Company's executive officer staff
of four persons, the senior executives' success at building a corporate
infrastructure to support its growth and public company status and its
institution of effective vessel deployment and cost control programs.
No executive officer salary increases have occurred since the Company's
initial public offering.
The annual bonus amounts awarded for 2001 to the executive officers other
than the CEO, as approved by the Committee, are set forth in "Summary
Compensation Table" above. The Committee made no changes for 2002 in the
applicable target annual bonus award opportunities for such officers.
Stock Option Grants
As part of its officer compensation programs, the Company intends to
utilize stock options priced at 100% of market on the date of grant as its
primary long-term incentive award vehicle. As disclosed in the prospectus
relating to the Company's initial public offering, initial option grants priced
at 100% of the initial public offering price ($18.00) were made in connection
with the Company's June 2001 initial public offering to the executive officers
of the Company at the levels set forth in the "Summary Compensation Table" and
the "Stock Option Grant Table" set forth above. No other stock option grants
were made in 2001.
The Committee believes that option grants can be effective for both new
hire and retention purposes in establishing substantial stock-based investment
risks for key employees that emphasize the importance of shareholder return and
encourage a focus on long-term results.
15
CEO Compensation
The Committee's actions regarding Mr. Peter Georgiopoulos' cash
compensation for 2001 as the Company's Chief Executive Officer are reflected in
the "Summary Compensation Table" set forth above.
The Committee's review of Mr. Georgiopoulos' base salary rate and annual
bonus opportunity occurred at the same time as the above-discussed review of the
cash compensation of the Company's other executive officers, and took into
account the same factors and data, together with the Committee's assessment of
Mr. Georgiopoulos's leadership skills and impact potential, his contributions to
the Company's successes during 2001, his unique role in representing the Company
in its industry and to investors and other potential financing sources, his
efforts in developing potential strategic opportunities for the Company and his
success in building an effective management team and corporate infrastructure to
support the Company's growth and its public company status.
No changes were made in Mr. Georgiopoulos' base salary rate as a result of
the 2001 review. After assessing Mr. Georgiopoulos' performance for 2001, and
after taking into account his base salary rate and size of the stock option
grant made to him at the time of the initial public offering, the Committee did
determine to award Mr. Georgiopoulos a $600,000 annual bonus for 2001.
Conclusion
The Compensation Committee is of the opinion that the Company's current
senior management compensation programs and practices are structured in a way
that achieves an appropriate risk/reward balance, and are consistent with the
Committee's goal of enabling the Company to compete for, and retain, high
caliber executives in a highly competitive and challenging business environment,
while also emphasizing the need for and importance of achieving annual and
longer-range performance goals.
The current members of the Compensation Committee:
Stephen A. Kaplan (chair)
William J. Crabtree
Peter S. Shaerf
Performance Graph
The following graph illustrates a comparison of the cumulative total
shareholder return (change in stock price plus reinvested dividends) of General
Maritime's common stock with the Dow Jones U.S. Total Market Index and the
Philadelphia Stock Exchange Oil Services Sector Index, for the period from June
12, 2001 (the date of our initial public offering) through December 31, 2001.
The measurement assumes a $100 investment on June 12, 2001. The comparisons in
the graph are required by the Securities and Exchange Commission and are not
intended to forecast or be indicative of possible future performance of the
Company's common stock. Data for the Dow Jones U.S. Total Market Index and the
Philadelphia Stock Exchange Oil Services Sector Index assume reinvestment of
dividends. General Maritime has never paid dividends on its common stock and has
no present plans to do so.
16
[GRAPHIC OMITTED]
Philadelphia Stock
Exchange
Dow Jones U.S. Oil Services
Date General Maritime Total Market Index Sector Index
---- ---------------- ------------------ ------------
6/12/01 $100.00 $100.00 $100.00
12/31/01 $55.56 $91.76 $73.22
REPORT OF THE AUDIT COMMITTEE
The role of the Audit Committee is to assist the Board of Directors in its
oversight of the quality and integrity of the accounting, auditing and financial
reporting practices of the Company and the independence and performance of the
Company's auditors. The Board of Directors, in its business judgement, has
determined that all members of the Committee are "independent," as provided
under the applicable listing standards of the New York Stock Exchange. The
Committee operates pursuant to a Charter that was last amended and restated by
the Board of Directors on March 21, 2002, a copy of which is attached to this
Proxy Statement as Appendix I. As set forth in the Charter, the Committee's job
is one of oversight. Management is responsible for the preparation, presentation
and integrity of the Company's financial statements. Management is also
responsible for maintaining appropriate accounting and financial reporting
principles and practices and internal controls and procedures designed to assure
compliance with accounting standards and applicable laws and regulations. The
independent auditors are responsible for auditing the annual financial
statements, expressing an opinion based on their audit as to the statements'
conformity with generally accepted accounting principles, monitoring the
effectiveness of the Company's internal controls, reviewing the Company's
quarterly financial statements prior to the filing of each quarterly report on
Form 10-Q and discussing with the Committee any issues they believe should be
raised with the Committee.
17
The Committee met with the Company's independent accountants to review and
discuss the overall scope and plans for the audit of the Company's consolidated
financial statements for the year ended December 31, 2001. The Committee has
considered and discussed with management and the independent auditors (both
alone and with management present) the audited financial statements as well as
the independent auditors' evaluation of the Company's internal controls and the
overall quality of the Company's financial reporting. Management represented to
the Committee that the Company's financial statements were prepared in
accordance with generally accepted accounting principles, and the Committee
reviewed and discussed the financial statements with management.
The Committee has also discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as currently in effect. Finally, the
Committee has received written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as currently in effect, and a formal written
statement from the independent auditors, confirmed by management, of the fees
billed for audit services, information technology consulting services, and other
non-audit services rendered by the independent auditors for the most recent
fiscal year. The Committee has considered whether the provision of non-audit
services by the independent auditors to the Company is compatible with
maintaining the auditor's independence and has discussed with the auditors the
auditors' independence.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the field of auditing
or accounting, including in respect of auditor independence. Members of the
Committee rely, without independent verification, on the information provided to
them and on the representations made by management and the independent
accountants. Accordingly, the Audit Committee's activities do not provide an
independent basis to determine that management has maintained appropriate
internal control and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Company's financial statements has been carried out in
accordance with generally accepted auditing standards, that the financial
statements are presented in accordance with generally accepted accounting
principles or that the Company's auditors are in fact "independent."
Based upon the Committee's receipt and review of the various materials and
assurances described above and its discussions with management and independent
accountants, and subject to the limitations on the role and responsibilities of
the Committee referred to above and in the Charter, the Committee recommended to
the Board that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2001, to be filed
with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Board of Directors:
Rex W. Harrington (chair)
William J. Crabtree
Peter S. Shaerf
18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of General Maritime's voting common stock as of April 2,
2002 of:
o each person, group or entity known to General Maritime to beneficially
own more than 5% of our stock;
o each of our directors;
o each of our Named Executive Officers; and
o all of our directors and executive officers as a group.
As of April 2, 2002, a total of 37,000,000 shares of common stock were
outstanding and entitled to vote at the Annual Meeting. Each share of common
stock is entitled to one vote on matters on which common shareholders are
eligible to vote. The amounts and percentages of common stock beneficially owned
are reported on the basis of regulations of the Securities and Exchange
Commission governing the determination of beneficial ownership of securities.
Under the rules of the Securities and Exchange Commission, a person is deemed to
be a "beneficial owner" of a security if that person has or shares "voting
power," which includes the power to vote or to direct the voting of that
security, or "investment power," which includes the power to dispose of or to
direct the disposition of that security. A person is also deemed to be a
beneficial owner of any securities as to which that person has a right to
acquire beneficial ownership presently or within 60 days. Under these rules,
more than one person may be deemed a beneficial owner of the same securities,
and a person may be deemed to be the beneficial owner of securities as to which
that person has no economic interest.
19
Ownership of Common Stock
Amount of Percentage of
Name and Address of Common Stock Common Stock
Beneficial Owner(1) Beneficially Owned Outstanding
---------------- ------------------ -----------
Peter C. Georgiopoulos 2,971,479(2)(3) 8.0
John P. Tavlarios 48,000(4) *
James C. Christodoulou 16,000(5) *
John C. Georgiopoulos 16,000(5) *
Sir Peter G. Cazalet 2,000(6) *
William J. Crabtree 2,000(6) *
Rex W. Harrington 2,000(6) *
Stephen A. Kaplan(7) 2,000(6) *
Peter S. Shaerf 2,000(6) *
Louis M. Bacon(8) 2,478,210(3) 6.7
Oaktree Capital Management, LLC(7) 9,003,146(3) 24.3
Wexford Capital LLC(9) 5,805,174(3) 15.7
Joseph Jacobs(9) 5,805,174(3) 15.7
Charles Davidson(9) 5,805,174(3) 15.7
All Directors and Executive 3,061,479(3) 8.3
Officers as a group (nine persons)
-------------------
* Less than 1% of the outstanding shares of common stock.
(1) Unless otherwise indicated the address of each beneficial owner
identified is c/o General Maritime Corporation, 35 West 56th Street,
New York, New York 10019.
(2) Does not include shares subject to options to purchase 350,000 shares
of General Maritime's common stock, 87,500 shares of which vest on
each of the first four anniversaries of General Maritime's initial
public offering, or 504,581 shares (based on a per share price of
$10.00, the closing price of General Maritime's common stock on
December 31, 2001) beneficially owned by affiliates of Wexford Capital
LLC which are owned by two limited liability companies for which
affiliates of Mr. Georgiopoulos acted as operating member and by KS
Stavanger Prince, in which Mr. Georgiopoulos has an interest. See
discussion under the heading "Certain Relationships and Related
Transactions--Recapitalization."
(3) These allocations were based upon the initial estimated closing
balance sheets used in our recapitalization and will be adjusted based
on the final closing calculations. Amounts allocated to Mr.
Georgiopoulos and his affiliates, affiliates of Louis M. Bacon and
affiliates of Oaktree Capital Management will be subject to adjustment
based on the future price of our common stock. See discussion under
the heading "Certain Relationships and Related
Transactions--Recapitalization--Receipt of Shares in the Plan."
(4) Includes shares subject to options to purchase 48,000 of General
Maritime's common stock. Does not include shares subject to options to
purchase 192,000 shares of General Maritime's common stock, 48,000
shares of which vest on each of the first four anniversaries of
General Maritime's initial public offering.
(5) Includes shares subject to options to purchase 16,000 shares of
General Maritime's common stock. Does not include shares subject to
options to purchase 64,000 shares of
20
General Maritime's common stock, 16,000 shares of which vest on each
of the first four anniversaries of General Maritime's initial public
offering.
(6) Includes shares subject to options to purchase 2,000 shares of General
Maritime's common stock which vested upon the closing of General
Maritime's initial public offering.
(7) Each of Mr. Kaplan's and Oaktree Capital Management, LLC's address is
333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. Oaktree
Capital Management, a registered investment adviser under the
Investment Advisers Act of 1940, as amended, is the general partner of
OCM Principal Opportunities Fund, L.P. The shares reported herein are
held directly by OCM Ajax Investments, Inc., a wholly owned subsidiary
of OCM Principal Opportunities Fund, L.P. As the general partner of
the OCM Principal Opportunities Fund, L.P., Oaktree Capital
Management, LLC has voting and dispositive power over the shares that
are held by OCM Ajax Investments, Inc. Although Oaktree Capital
Management, LLC may be deemed to beneficially own such shares for
purposes of Section 13 of the Securities Exchange Act of 1934, Oaktree
Capital Management, LLC disclaims beneficial ownership of such shares
except to the extent of its direct and indirect pecuniary interest
therein. Oaktree Capital Management, LLC also beneficially owns shares
subject to options to purchase 2,000 shares of General Maritime's
common stock, issued to Mr. Kaplan. Mr. Kaplan, a director of General
Maritime, is a Principal of Oaktree Capital Management, LLC. To the
extent Mr. Kaplan participates in the process to vote or dispose of
such shares, he may be deemed under certain circumstances for purposes
of Section 13 of the Securities Exchange Act of 1934 to be the
beneficial owner of such shares. Mr. Kaplan, however, disclaims
beneficial ownership of such shares except to the extent of his direct
and indirect pecuniary interest therein.
(8) Mr. Bacon's address is 1251 Avenue of the Americas, New York, New York
10020. Includes 1,243,276 shares held of record by Multi-Strategies
Fund Ltd. and 1,234,934 shares held of record or beneficially by
Belvedere Maritime Holdings LLC. Mr. Bacon, in his capacity as
Chairman and Chief Executive Officer, director and controlling
shareholder of a registered commodity trading advisor which serves as
discretionary investment manager to Multi-Strategies Fund Ltd. and as
the sole member of Belvedere Maritime Holders LLC may be deemed the
beneficial owner of the shares held for the accounts of those
entities.
(9) Wexford Capital LLC's address is 411 West Putnam Avenue, Greenwich, CT
06830. The shares listed for Wexford Capital LLC represent shares
owned by limited liability companies and limited partnerships, each of
which is controlled by Wexford Capital LLC. The shares listed for
Joseph Jacobs and Charles Davidson represent the shares beneficially
owned by Wexford Capital LLC, of which Joseph Jacobs and Charles
Davidson are controlling members.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Recapitalization
Plan of Recapitalization
As part of a series of recapitalization transactions pursuant to our plan
of recapitalization, our company acquired 22 of its vessels and a management
company subsidiary in exchange for all of its common stock outstanding prior to
its initial public offering (an aggregate of 29 million shares). These
recapitalization transactions, which are further described in our Registration
Statement on Form S-1 (File No. 333-49814) under the captions "Recapitalization
and
21
Acquisitions", "Principal Shareholders" and "Certain Relationships and Related
Transactions", consisted of the following:
o Our acquisition, as of June 12, 2001, of seven limited partnerships owning 14
vessels for which corporations owned by Peter C. Georgiopoulos, our Chairman
and Chief Executive Officer, acted as managing general partner.
o Our acquisition, as of June 15, 2001, of five special purpose entities,
owning a total of five vessels and owned by affiliates of Wexford Capital
LLC. Three of these special purpose entities were owned by limited liability
companies for which affiliates of Peter C. Georgiopoulos acted as operating
member and the remaining two were owned by limited partnerships in which
Peter C. Georgiopoulos did not have any partnership interest. The commercial
operations for all of these vessels were conducted by a corporation owned by
Peter C. Georgiopoulos which provided commercial vessel management services,
which we refer to as the "old General Maritime Corporation."
o Our acquisition, in July 2001, of three vessels which were owned and
commercially operated by unaffiliated parties. Mr. Georgiopoulos had an
interest in one of these vessels as described below under the caption
"Receipt of Shares in the Plan."
o Our acquisition, as of June 12, 2001, of all of the issued and outstanding
shares of common stock of the old General Maritime Corporation.
In exchange for these assets, we issued 29 million shares of our common
stock to an escrow agent for allocation among contributing participants. These
participants were the former owners of the vessel-owning entities we acquired
(partners in the vessel-owning limited partnerships; the limited liability
companies and limited partnerships which owned the vessel-owning special purpose
entities and the owners of the directly-contributed vessels) and Peter C.
Georgiopoulos, as former owner of old General Maritime. We acquired our other
seven vessels from unaffiliated parties for cash in June and July 2001.
The portion of the shares allocated among the former owners of the vessels
(27,972,575 based upon the initial estimates at closing) was allocated to each
vessel based on the ratio of relative value of the vessel as compared to the
value of all vessels contributed as calculated on the same basis. This relative
value was calculated on the basis of a third party valuation of the vessels as
of a set date which was adjusted based on the working capital of contributed
entities and reduced by debt of contributed entities or secured by directly
contributed vessels. The valuation for the Genmar Alta was further reduced due
to cracks in the vessel's ballast tank bunkheads discovered after valuation of
the vessel. This reduction was approximately $2.5 million, which was our
estimate of the total cost of repairs and lost profits from loss of use of the
vessel, less any amounts incurred by the former owner of the vessel. The process
described in this paragraph was not intended to determine the value of the
vessels or the entities that owned them but rather to apportion General
Maritime's pre-offering equity among the entities that owned the vessels.
The remainder of the pre-offering shares of our common stock (1,027,425
based upon the initial estimates at closing) were allocated to Mr. Georgiopoulos
in exchange for his contribution of old General Maritime.
22
The shares of common stock initially issued in our recapitalization were
based upon an estimate at the closing date of the relevant amounts. This amount
will be finalized based on closing balance sheets. Ten percent of the shares to
be delivered in respect of the vessels are being held in escrow pending
completion of the closing balance sheet calculations.
The following vessels acquired in our recapitalization were purchased by
their owners from third parties within the last two years and transferred to us
in the recapitalization transactions. The amount paid to these third parties is
set forth in parentheses: Genmar Zoe ($28.5 million); Genmar Alexandra ($25.5
million); Genmar Macedon ($28.5 million); Genmar Spartiate ($28.5 million);
Genmar Pericles ($26.5 million); Genmar Hector ($26.5 million); Genmar Leonidas
($25.5 million); and Genmar Nestor ($24.5 million).
Pursuant to the arrangements for our recapitalization, we have the right
to deliver cash at the public offering price in place of up to 5% of the common
stock to which a participant would otherwise be entitled in some circumstances
to becoming subject to taxation under Section 883 of the Internal Revenue Code
or becoming a "controlled foreign corporation" under the code.
In connection with our recapitalization, we agreed that for four years
following the closing of the recapitalization transactions, we will be required
to obtain the consent of holders of a majority of the shares issued in our
recapitalization prior to our implementation of any shareholder rights agreement
under which our shareholders would be issued rights under which shareholders
(other than the acquiring person) would be allowed to purchase our securities at
a discount of more than 20% upon a person becoming the owner of more than a
specified percentage or number of our securities.
Terms of Contribution of Affiliated Limited Partnerships
We acquired the seven limited partnerships owning 14 vessels for which
corporations owned by Peter C. Georgiopoulos acted as managing general partner
pursuant to contribution agreements providing as follows:
o We exchanged our common stock for all of the partnership interests of
the limited partners in the partnerships and the equity interests in
the general partners of the partnerships.
o We delivered the common stock allocated to these vessels on the basis
described above to the partners of these limited partnerships, except
that we delivered common stock allocable to a general partner to Peter
C. Georgiopoulos or his affiliates which owned the equity interest of
the general partner. The number of shares delivered to a partner will
be calculated on the same basis as if the shares had been delivered to
the limited partnerships in exchange for the vessels and the other
assets and liabilities of the limited partnerships and the limited
partnerships had then dissolved and distributed the shares to their
partners at a value equal to the price to the public in our initial
public offering. The allocation of shares between the limited and
general partners for this purpose will be recalculated on the first
anniversary of the closing of our initial public offering (using the
average market price of the common stock during the 20 preceding
trading days) or, if earlier, on the closing of any future public
offering in which recipients of our common stock in the
recapitalization sell (together
23
with all common stock which they have previously sold in public
offerings ) at least one-third of the shares received by them in the
recapitalization (in which case the recalculation will use the public
offering price in that offering). The price used in this recalculation
cannot be more than $23.00 per share or less than $13.00 per share.
This recalculation will apply only to shares which the general
partners of these partnerships were entitled to receive as a
percentage of the shares distributed to limited partners. Escrow
accounts hold the shares subject to this recalculation.
o The partnerships made representations and warranties to us in respect
of matters relating to the partnerships, their assets, liabilities and
operations. A six month indemnity escrow was established upon the
closing of the recapitalization holding 10% of the shares otherwise
issuable to each partner of these partnerships. Our only remedy in
respect of these representations was to the shares in this escrow. In
the event of a payment from this escrow in respect of a partnership,
Mr. Georgiopoulos agreed to adjust the shares received by him in
respect of the managing general partner interest in the partnership as
if the amount paid from the escrow had never been received. The
applicable partners of these partnerships also made representations
and warranties to us as to the authorization of the agreement, their
qualification to receive our common stock under securities laws and
their title to the partnership interests transferred. Our only remedy
against a partner in respect of these representations was to the
escrow shares attributable to that partner. This limitation does not
apply to our remedy in respect of the partners' authority and title
representations, as to which we may seek to recover additional amounts
up to the number of shares issued to the partner making the
representation at the initial price to the public in our initial
public offering or an equivalent amount in cash if such shares have
been disposed of. These representations and warranties survived six
months after the date of delivery of the vessels, except for those
relating to the partners' authority and title which survive for 18
months.
o We agreed to indemnify Peter C. Georgiopoulos, Steven Kaplan and
another individual serving on behalf of limited partners of the
limited partnerships for which affiliates of Peter C. Georgiopoulos
served as general partner for liabilities arising out of their
activities in connection with our plan of recapitalization.
The governing documents of the limited partnerships of which affiliates of
Peter C. Georgiopoulos acted as general partners generally provided that upon
dissolution their partners were to receive their capital back plus a preferred
return of 8% (although with respect to some limited partners of one limited
partnership, the preferred return on a portion of their investment may be as
high as 16%) and the return of some unreturned management fees previously paid
to affiliates of the general partner. Thereafter, amounts are distributed so as
to provide the general partner with 10% to 20% of the total amount distributed,
other than amounts distributed as a return of capital. With limited exceptions,
the general partner was not entitled to receive distributions (other than in
respect of capital distributions) until the limited partners (determined
separately on a partner by partner basis) had also received (in addition to a
return of capital and a preferred return with respect to their investments in
that partnership) an amount equal to their unreturned capital and accrued but
unpaid preferred return with respect to their investments in the other
partnerships as well. In one partnership, which raised capital from its limited
partners at two different times and at different valuations, the priority and
amount of distributions
24
between the classes of limited partners varied based primarily on whether the
limited partners in the class contributed capital to the partnership in both
rounds, only in the first round or only in the second. Under the terms of
recapitalization, if the partners are required to give up shares of our common
stock to meet their indemnification obligations to us, the remaining shares each
partner is entitled to will be reallocated under the ratios described above.
This reallocation may result in the transfer of shares from the general partners
to the limited partners.
Terms of Contribution of Special Purpose Entities
Our acquisition of five special purpose entities owning one vessel each
from limited liability companies and limited partnerships affiliated with
Wexford Capital LLC was made pursuant to the contribution agreements providing
as follows:
o We exchanged our common stock allocated to each vessel on the basis
described above for all of the stock of the special purpose entity
owning the vessel. We also repaid an aggregate of $55.3 million of
indebtedness secured by these vessels.
o Each limited liability company or limited partnership made
representations and warranties to us in respect of matters relating to
the limited liability company or limited partnership, its assets,
liabilities and operations, its qualification to receive our common
stock under securities laws, authorization of the agreement and title
to the transferred shares. A six month indemnity escrow was
established upon the closing of the acquisition of each special
purposes entity holding 10% of the shares otherwise issuable in
respect of the special purpose entity. Our only remedy in respect of
these representations was to the shares in this escrow. This
limitation does not apply to our remedy in respect of the limited
liability company's or limited partnership's authority and title
representations, as to which we may seek to recover additional amounts
up to the number of shares issued to the limited liability company or
limited partnership at the initial price to the public in our initial
public offering or an equivalent amount in cash if such shares have
been disposed of. These representations and warranties survived six
months after the date of delivery of the vessel, except for those
relating to the authority and title which survive 18 months. Because
we provided commercial management services in respect of these vessels
prior to this offering, we represented to the transferor that the
representations relevant to our activities are to our knowledge true
and correct.
Terms of Contribution of Vessels
Our acquisition of three vessels owned and commercially operated by
unaffiliated third parties was made pursuant to contribution agreements
providing as follows:
o We acquired the vessels in exchange for the amount of our common stock
allocated to the vessel on the basis described above and the repayment
of indebtedness secured by the vessel in the aggregate amount for all
of these vessels of $40.5 million.
o The sellers of the vessels made representations and warranties to us
in respect of matters relating to their authorization of the
agreement, title to the vessel and qualification to receive our common
stock under securities laws. Our remedy in
25
respect of these representations is limited to the number of shares
issued to the seller at the initial price to the public in our initial
public offering or an equivalent amount in cash if such shares have
been disposed of. These representations and warranties survive two
years after the date of delivery of the vessel.
o Mr. Georgiopoulos had an interest in one of these vessels as described
under the caption "Receipt of Shares in the Plan."
Terms of Contribution of the Old General Maritime Corporation
We acquired the old General Maritime Corporation from Peter C.
Georgiopoulos in exchange for an amount of common stock valued at the price to
the public in our initial public offering equal to 10% of the difference between
the aggregate relative value of all of the 22 vessels contributed to us
calculated as described above and the total value of all shares of common stock
to be outstanding prior to our initial public offering at that price. The terms
of our agreement with Peter C. Georgiopoulos to acquire the old General Maritime
Corporation are otherwise substantially similar to those of our agreements to
acquire the seven affiliated limited partnerships, including the representations
and warranties that Peter C. Georgiopoulos made to us, the six-month indemnity
escrow of 10% of the shares otherwise issuable to Peter C. Georgiopoulos, and
the other terms on which we may seek indemnification.
Receipt of Shares in the Plan
Peter C. Georgiopoulos or his affiliates were initially allocated
1,944,061 shares in exchange for all of the equity interests in the general
partners of the seven limited partnerships which owned 14 vessels which we
acquired in the recapitalization and 1,027,425 shares in respect of his
ownership of old General Maritime. Affiliates of Louis M. Bacon and affiliates
of Oaktree Capital Management LLC were initially allocated 2,478,210 and
9,001,146, respectively, in respect of limited partnership interests of these
limited partnerships exchanged in the plan of recapitalization. Affiliates of
Wexford Capital LLC were initially allocated 5,805,174 shares in respect of
their contribution of special purpose entities owning five vessels. All of these
allocations were based on the initial estimated closing balance sheets used in
our recapitalization and will be adjusted based on the final closing
calculations. Amounts allocated to Mr. Georgiopoulos and his affiliates,
affiliates of Louis M. Bacon and affiliates of Oaktree Capital Management in
respect of the seven limited partnerships mentioned above will also be subject
to adjustment based on the future price of our common stock described above.
After the closing of the recapitalization, Mr. Georgiopoulos retained his
interest in the two limited liability companies affiliated with Wexford Capital
LLC for which his affiliates acted as operating member. If the limited liability
companies affiliated with Wexford entities distributed the shares of common
stock they held to the equity holders, we estimate that Mr. Georgiopoulos would
receive an additional 447,200 shares of our common stock (based on a per share
price of $10.00, the closing price of General Maritime's common stock on
December 31, 2001). This estimate assumes a distribution of shares in accordance
with the distribution provisions of the governing agreements of these companies
which would go pro rata to the members, including an affiliate of Mr.
Georgiopoulos, in accordance with their capital contributions. An affiliate of
Mr. Georgiopoulos is also entitled to receive 20% of any amounts which the other
members receive after it has recovered its capital plus a preferred return. This
26
estimate is only for the purpose of describing the magnitude of the interest of
Mr. Georgiopoulos in these companies - Mr. Georgiopoulos cannot cause these
companies to make a distribution and the agreements governing the companies do
not contemplate distribution of securities which are not freely tradable.
An affiliate of Peter C. Georgiopoulos is a party to an agreement with an
owner of 50% of the entity which owned the Stavanger Prince, a vessel we
acquired as part of the recapitalization, pursuant to which the affiliate is
entitled to 20% of any increase in the value of the owner's interest in the
vessel. The agreement does not provide for distribution of proceeds in the form
of securities to the affiliate of Mr. Georgiopoulos, and the affiliate does not
have any voting or disposition rights with respect to any securities owned by
the entity with which he has this agreement. If this entity were to distribute
to the affiliate of Mr. Georgiopoulos its portion of the proceeds in the form of
shares of our common stock (assuming for the sake of this calculation a price of
$10.00 per share, the closing price of General Maritime's common stock on
December 31, 2001, and excluding related costs and expenses to the entity), we
estimate that Mr. Georgiopoulos would receive an additional 57,381 shares of our
common stock.
Management Fees
Prior to the recapitalization, 14 of our vessels were owned by limited
partnerships for which corporations owned by Peter C. Georgiopoulos acted as
managing general partner. The general partners of these partnerships were
entitled to receive commercial management fees. The fees to which these general
partners were entitled were in fact paid directly to the old General Maritime
Corporation, which was also owned by Peter C. Georgiopoulos prior to our
recapitalization. These affiliates of Peter C. Georgiopoulos received or were
entitled to receive an aggregate of $782,297 during the year ended December 31,
2001. Old General Maritime also commercially managed five vessels owned by
affiliates of Wexford Capital LLC prior to our recapitalization, for which it
received or was entitled to receive $394,038 in 2001.
Fee Reimbursement and Management Rights
Oaktree Capital Management, LLC, as the general partner of OCM Principal
Opportunities Fund, L.P., acted as one of the lead limited partners in
connection with our recapitalization and, accordingly, we agreed to reimburse
the reasonable legal fees and expenses of Oaktree Capital Management, LLC in
connection with that transaction. The fees and expenses reimbursed totalled
$279,073, which we paid directly to counsel for Oaktree Capital Management, LLC.
We also agreed to provide Oaktree Capital Management, LLC with management
consultation rights in connection with its and OCM Principal Opportunities Fund,
L.P.'s status as a venture capital operating company. These rights include the
right to select a representative to, among other things, (1) consult with and
advise management of our company on significant business issues, (2) attend
meetings of our board of directors and participate in the discussion of issues,
(3) examine our books and records and visit and inspect our facilities and (4)
request that we provide it with copies of all of our business and financial data
as the representative may reasonably request in writing. These rights will
terminate the date upon which Oaktree Capital Management, LLC, together with its
affiliates, cease to beneficially hold a number of equity securities issued by
us equal to or less than 10% of the equity securities held by Oaktree Capital
Management, LLC and its affiliates upon the closing of this offering (as
adjusted for any stock dividends, stock splits and the like with respect to such
securities).
27
Office Lease
We use office space for our principal executive offices in a building
located at 35 West 56th Street, New York, NY currently leased by GenMar Realty
LLC, a company wholly-owned by Peter C. Georgiopoulos, our Chairman and Chief
Executive Officer. We do not have a lease agreement with GenMar Realty, LLC and
consequently our use of this space may be terminated at any time. We pay GenMar
Realty, LLC an occupancy fee for use of this space in the amount of $55,000 per
month.
Loans
Peter C. Georgiopoulos, our Chairman and Chief Executive Officer, has lent
us funds for working capital. These loans did not bear interest and were due and
payable on demand. The amounts outstanding under these loans as of December 31,
2001, 2000, and 1999 were $0, $0 and $173,515, respectively. In the fourth
quarter of 2000, we lent Peter C. Georgiopoulos funds in the aggregate amount of
$485,467. These loans do not bear interest and are due and payable on demand.
The full amount of these loans was outstanding on December 31, 2001.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected the firm of Deloitte & Touche LLP as
General Maritime's independent auditors to audit the financial statements of
General Maritime for the fiscal year ending December 31, 2002 and recommends
that shareholders vote for ratification of this appointment. General Maritime
engaged Deloitte & Touche as its independent auditors in August 2000 in
anticipation of its initial public offering. Representatives of Deloitte &
Touche are expected to be present at the Annual Meeting, will have the
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions. The affirmative vote of the
holders of a majority of the shares present in person or represented by proxy
and voting at the Annual Meeting will be required to ratify the selection of
Deloitte & Touche.
If the shareholders fail to ratify the selection, the audit committee and
the Board of Directors will reconsider its selection of auditors. Even if the
selection is ratified, the Board of Directors in its discretion may direct the
appointment of different independent auditors at any time during the year if it
determines that such change would be in the best interests of General Maritime
and its shareholders.
The 2001 Audit Committee has determined that the provision of the services
covered under the headings "Financial Information Systems Design and
Implementation Fees" and "All Other Fees" below is compatible with maintaining
Deloitte & Touche's independence for purposes of acting as General Maritime's
independent auditor.
Audit Fees
Deloitte & Touche billed General Maritime $200,000, in the aggregate, for
professional services rendered by them for the audit of General Maritime's
annual financial statements for the fiscal year ended December 31, 2001 and the
reviews of the interim financial statements
28
included in General Maritime's form 10-Q filed during the year ended December
31, 2001 and for audit services performed in connection with General Maritime's
initial public offering on June 12, 2001.
Financial Information Systems Design and Implementation Fees
General Maritime did not engage Deloitte & Touche LLP to provide advice
regarding financial information systems design and implementation during the
fiscal year ended December 31, 2001.
All Other Fees
Deloitte & Touche billed General Maritime $1,580,000, in the aggregate,
for all services rendered by them (other than those covered above under "Audit
Fees" and "Financial Information Systems Design and Implementation Fees") during
the fiscal year ended December 31, 2001. Of that amount, $1,460,000 was for
services rendered in connection with General Maritime's initial public offering.
The remaining $120,000 was for services rendered in connection with General
Maritime's recapitalization.
Change of Accountants
Ernst & Young LLP served as the principal accountants with regard to
auditing the financial statements for the Company's predecessors for fiscal year
2000. In August 2000, General Maritime dismissed Ernst & Young as its principal
accountants and hired Deloitte & Touche, LLP as its principal accountants in
connection with its initial public offering. None of Ernst & Young's reports on
our financial statements contained an adverse opinion or a disclaimer of opinion
or was qualified or modified in any way. There were no disagreements between us
and Ernst & Young on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE RATIFICATION (ITEM 2 OF THE ENCLOSED PROXY CARD) OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS GENERAL MARITIME'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2002.
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at the 2003 Annual Meeting of
Shareholders, for inclusion in General Maritime's proxy statement and form of
proxy relating to that meeting, must be received by General Maritime at its
offices in New York, New York, addressed to the Secretary, not later than
December 30, 2002. Such proposals must comply with General Maritime's By-Laws
and the requirements of Regulation 14A of the 1934 Act.
In addition, Rule 14a-4 of the 1934 Act governs General Maritime's use of
its discretionary proxy voting authority with respect to a shareholder proposal
that is not addressed in the proxy statement. With respect to General Maritime's
2003 Annual Meeting of Shareholders, if General Maritime is not provided notice
of a shareholder proposal prior to
29
March 15, 2003, General Maritime will be allowed to use its discretionary voting
authority when the proposal is raised at the meeting, without any discussion of
the matter in the proxy statement.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to Section 16(a) of the 1934 Act and the rules thereunder,
General Maritime's executive officers and directors and persons who own more
than 10% of a registered class of General Maritime's equity securities are
required to file with the Securities and Exchange Commission reports of their
ownership of, and transactions in, General Maritime's common stock. Based solely
on a review of copies of such reports furnished to General Maritime, and written
representations that no reports were required, General Maritime believes that
during the fiscal year ended December 31, 2001 its executive officers and
directors complied with the Section 16(a) requirements.
ANNUAL REPORT ON FORM 10-K
General Maritime will provide without charge a copy of its Annual Report
on Form 10-K filed with the Securities and Exchange Commission on April 1, 2002
(without the exhibits attached thereto) to any person who was a holder of
General Maritime common stock on the Record Date. Requests for the Annual Report
on Form 10-K should be made in writing, should state that the requesting person
held General Maritime common stock on the Record Date and should be submitted to
James C. Christodoulou, Vice President, Chief Financial Officer and Secretary of
General Maritime, at 35 West 56th Street, New York, New York 10019.
OTHER MATTERS
At the date of this proxy statement, management was not aware that any
matters not referred to in this proxy statement would be presented for action at
the Annual Meeting. If any other matters should come before the Annual Meeting,
the persons named in the accompanying proxy will have discretionary authority to
vote all proxies in accordance with their best judgment, unless otherwise
restricted by law.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ James C. Christodoulou
------------------------------------
James C. Christodoulou
Vice President, Chief Financial Officer
and Secretary
Dated: April 29, 2002
30
APPENDIX I
General Maritime Corporation
Audit Committee Charter
(as amended and restated on March 21, 2002)
This Audit Committee Charter ("Charter") has been adopted by the Board of
Directors (the "Board") of General Maritime Corporation (the "Company"). The
Audit Committee of the Board (the "Committee") shall review and reassess the
adequacy of this charter annually and recommend any proposed changes to the
Board for approval.
Role and Independence; Organization
The Committee assists the Board in its oversight of the quality and
integrity of the accounting, auditing and financial reporting practices of the
Company and the independence and performance of the Company's external auditors.
It may also have such other duties as may from time to time be assigned to it by
the Board. The membership of the Committee shall consist of at least three
directors who are each free of any relationship that, in the opinion of the
Board, may interfere with such member's individual exercise of independent
judgment. Each Committee member shall also meet the independence and financial
literacy requirements for serving on audit committees, and at least one member
shall have accounting or related financial management expertise, all as set
forth in the applicable rules of the New York Stock Exchange.
The Committee shall maintain free and open communication (including
private executive sessions at least annually) with the independent auditors, any
internal auditors, and Company management. In discharging its oversight role,
the Committee shall have full access to all Company books, records, facilities,
personnel and outside professionals. The Committee may retain special legal,
accounting or other consultants as advisors. Each member of the Committee shall
be entitled to rely on (i) the integrity of those persons and organizations
within and outside the Company from which it receives information, (ii) the
accuracy of the financial and other information provided by such persons or
organizations absent actual knowledge to the contrary (which shall be promptly
reported to the Board), and (iii) representations made by management as to all
audit and non-audit services provided by the auditors to the Company.
The Board, with the assistance of the Committee, has the ultimate
authority and responsibility to select, evaluate and, where appropriate, replace
the outside auditors (or to nominate the outside auditors to be proposed for
stockholder approval in the proxy statement). The outside auditors of the
Company are ultimately accountable to the Board (as assisted by the Committee)
as representatives of the stockholders.
The Committee shall meet at least two times annually. One member of the
Committee may be appointed as chair, who shall be responsible for leadership of
the Committee, including scheduling and presiding over meetings, preparing
agendas, making regular reports to the Board, and maintaining regular liaison
with the CEO, CFO, the lead independent audit partner and the director of
internal audit, if any.
Responsibilities
The Committee's job is one of oversight. Management is responsible for the
preparation, presentation and integrity of the Company's financial statements.
Management and the internal auditing department, if any, are responsible for
maintaining appropriate accounting and financial reporting principles and
practices and internal controls and procedures designed to assure compliance
with accounting standards and applicable laws and regulations. The independent
auditors are responsible for auditing the annual financial statements, reviewing
the Company's quarterly financial statements prior to the filing of each
quarterly report on Form 10-Q, and other procedures.
The Committee and the Board recognize that management and the independent
auditors have more resources and time and more detailed knowledge and
information regarding the Company's accounting, financial and auditing practices
than do Committee members; accordingly the Committee's oversight role does not
provide any expert or special assurance as to the Company's financial statements
or any certification as to the work of the independent auditors. Nor is it the
duty of the Committee to conduct investigations, to resolve disagreements, if
any, between management and the independent auditors, or to assure compliance
with laws and regulations.
Although the Board and the Committee may wish to consider other duties
from time to time, the general recurring activities of the Committee in carrying
out its oversight role are described below. The Committee shall be responsible
for:
o Recommending to the Board the independent auditors to be retained
(or nominated for shareholder approval) to audit the annual
financial statements of the Company and review the quarterly
financial statements of the Company.
o Evaluating, together with the Board, the performance of the
independent auditors and, where appropriate, recommending the
replacement of such auditors.
o Annually obtaining from the independent auditors a formal written
statement describing all relationships between the auditors and
the Company, addressing the matters set forth in Independence
Standards Board Standard No. 1. The Committee shall actively
engage in a dialogue with the independent auditors with respect
to any disclosed relationships that may impact the objectivity
and independence of the auditors, and shall consider whether the
independent auditors' provision of information technology
consulting and other non-audit services to the Company, if any,
is compatible with the auditors' independence. The Committee
shall recommend that the Board take appropriate actions to
satisfy itself as to the auditors' independence.
o Reviewing the audited financial statements and discussing them
with management and the independent auditors. These discussions
shall include the matters required to be discussed under
Statement of Auditing Standards No. 61, as modified or
supplemented, and consideration of the
quality of the Company's accounting principles as applied in its
financial reporting. Such discussions may include a review of
particularly sensitive accounting estimates, reserves and
accruals, review of judgmental areas, review of audit
adjustments, review of risk exposures that may have a material
impact on the Company's financial statements and the steps
management has taken to monitor and control such exposures, and
other such inquiries as the Committee or the independent auditors
shall deem appropriate. Based on its review, the Committee shall
make its recommendation to the Board as to the inclusion of the
Company's audited financial statements in the Company's Annual
Report on Form 10-K (or the Annual Report to Shareholders, if
distributed prior to the filing of the Form 10-K).
o Preparing annually a report to be included in the Company's proxy
statement as required by the rules of the Securities and Exchange
Commission, and submitting such report to the Board for approval.
o Overseeing the relationship with the independent auditors,
including discussing with the auditors the planning and staffing
of the audit and the nature and rigor of the audit process,
receiving and reviewing audit reports, reviewing with the
auditors any problems or difficulties the auditors may have
encountered in carrying out their responsibilities and any
management letters provided by the auditors and the Company's
response to such letters, and providing the auditors full access
to the Committee and the Board to report on all appropriate
matters.
o Providing oversight of the Company's auditing, accounting and
financial reporting principles, policies, controls, procedures
and practices, and reviewing significant changes to the foregoing
as suggested by the independent auditors, any internal auditors
or management.
o Annually obtaining from the independent auditors a formal written
statement of the fees billed for audit services, information
technology consulting services, and other non-audit services
rendered by the independent auditors for the most recent fiscal
year.
o Reviewing with management and the independent auditors the
interim financial information prior to the Company's filing of
each Form 10-Q; this review shall be done by the Committee as a
whole or through the Committee chair.
o Discussing with management and the independent auditors the
quality and adequacy of the Company's internal audit controls and
procedures and, if applicable, the internal audit function's
organization, responsibilities, plans, results, budget and
staffing, as well as providing oversight to any internal audit
activities, including review of significant reports prepared by
the internal auditors, and management's response.
o Discussing with management and/or the Company's general counsel
any legal matters (including the status of pending litigation)
that may have a
material impact on the Company's financial statements, and any
material reports or inquiries from regulatory or governmental
agencies.
o Reporting its activities to the full Board and making such
recommendations with respect to the above and any other matters
as the Committee may deem necessary or appropriate.
APPENDIX II
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
GENERAL MARITIME CORPORATION
The undersigned hereby appoints Peter C. Georgiopoulos and James C.
Christodoulou, and each of them, with power to act without the other
and with power of substitution, as proxies and attorneys-in-fact and
hereby authorizes them to represent and vote, as provided on the
other side, all the shares of General Maritime Corporation Common
Stock which the undersigned is entitled to vote, and, in their
discretion, to vote upon such other business as may properly come
before the Annual Meeting of Shareholders of General Maritime
Corporation to be held May 16, 2002 or any adjournment thereof, with
all powers which the undersigned would possess if present at the
Meeting.
(Continued, and to be marked, dated and signed, on the other side)
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE PROPOSALS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. ELECTION OF DIRECTORS.
|_| FOR
|_| WITHHELD FOR ALL
NOMINEES:
01 Peter G. Cazalet
02 Rex W. Harrington
Withheld for the nominees you list below: (Write that nominee's name in the
space provided below.)
___________________________ ____________________________
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
|_| FOR |_| AGAINST |_| ABSTAIN
If you plan to attend the Annual Meeting, please mark the WILL ATTEND box:
WILL
ATTEND
|_|
Please disregard if you have previously provided your consent decision.
By checking the box to the right, I consent to future delivery of annual
reports, proxy statements, prospectuses and other materials and shareholder
communications electronically via the Internet at a webpage which will be
disclosed to me. I understand that the Company may no longer distribute printed
materials to me from any future shareholder meeting until such consent is
revoked. I understand that I may revoke my consent at any time by contacting the
Company's transfer agent, Mellon Investor Services LLC, Ridgefield Park, NJ and
that costs normally associated with electronic delivery, such as usage and
telephone charges as well as any costs I may incur in printing documents, will
be my responsibility. |_|
Signature
---------------------------------
Signature Date
--------------------------------- --------
NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.