<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
TRC COMPANIES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
TRC COMPANIES, INC.
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
_______
* Set forth the amount on which the filing is caculated and state how it was
determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
--------------------------------------------------------------------------------
Notes:
--------------------------------------------------------------------------------
<PAGE>
5 Waterside Crossing
Windsor, Connecticut 06095
Telephone 860-289-8631
TRC COMPANIES, INC. Facsimile 860-298-6291
----------------------------------------------------------------------------
A Full-Service Provider of Environmental Solutions
NOTICE OF ANNUAL MEETING TO BE HELD OCTOBER 27, 1995
To our Shareholders:
The Annual Meeting of Shareholders of TRC Companies, Inc. will be held
Friday, October 27, 1995 at 10:00 a.m., at the Company's executive offices,
5 Waterside Crossing, Windsor, Connecticut, to consider and take action on
the following items:
1. The election of five directors for the ensuing year;
2. The appointment of Price Waterhouse as independent accountants for the
Company for the fiscal year ending June 30, 1996; and
3. Such other business as may properly come before the meeting or any
adjournments thereof.
Only holders of record of Common Stock as of the close of business on
September 8, 1995 are entitled to receive notice of and vote at this
meeting. If your shares are held of record by a broker or other nominee in
street name, you cannot vote at the meeting unless the broker or nominee
gives written notice to the Company that you are its authorized
representative for those shares.
By Order of the Board of Directors
/s/ John H. Claussen
John H. Claussen
Senior Vice President and Secretary
Dated at Windsor, Connecticut
September 15, 1995
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY CARD AND RETURN IT AT ONCE IN THE ENCLOSED
ENVELOPE.
<PAGE>
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of TRC Companies, Inc. (the "Company") from the holders
of the Company's Common Stock for the Annual Meeting (the "Meeting") to be held
October 27, 1995, and any adjournment or adjournments thereof. The giving of a
proxy does not affect your right to vote should you attend the Meeting in
person, and the proxy may be revoked at any time before it is voted by voting in
person at the Meeting or by giving the Secretary of the Company a signed
instrument revoking the proxy or a signed proxy of a later date. Each properly
executed proxy not revoked will be voted in accordance with instructions
therein. If no instructions are specified in the proxy, it is the intention of
the persons named in the accompanying proxy to vote FOR the election of the
nominees named therein as directors of the Company and FOR the matter described
in item 2 in the Notice of Annual Meeting.
The vote required for the election of directors and approval of the other
proposal is set forth in the discussion of the proposals. Abstentions are not
counted as votes "for" or "against" a proposal, but where the affirmative vote
of a majority of the shares of Common Stock present or represented on a proposal
is required for approval (Proposal 2), abstentions are counted in determining
the number of shares present or represented. On proposals which require the
affirmative vote of a majority of the outstanding shares for approval,
abstentions have the same effect as a vote "against." New York Stock Exchange
rules permit brokers to vote on both proposals in instances where the broker has
not received instructions from the beneficial owner of the shares.
The Company's Annual Report, including financial statements, for the fiscal
year ended June 30, 1995, is being mailed to shareholders along with the Notice
of Annual Meeting and Proxy Statement. The financial statements and the
discussion and analysis by management of the Company's results of operations and
financial condition contained in the Annual Report of the Company for the fiscal
year ended June 30, 1995 are incorporated herein by reference.
The record date for determining those shareholders entitled to vote at the
Annual Meeting was September 8, 1995. On that date, the Company had 6,629,782
shares of Common Stock outstanding and entitled to vote*. Each share of Common
Stock is entitled to one vote.
The mailing address of the Company's principal executive office is 5
Waterside Crossing, Windsor, CT 06095, and the approximate date on which this
Proxy Statement and the form of proxy are first being sent to shareholders is
September 15, 1995.
______________
*Does not include shares issued in connection with the acquisition of the assets
of Environmental Solutions, Inc. which will not be votable until delivered in
1998 (or sooner if certain profit goals of the business conducted with the
acquired assets are met prior to 1998). See Certain Transactions, page 13.
<PAGE>
PRINCIPAL SHAREHOLDERS
The table below sets forth information as of September 8, 1995 with respect
to all persons known to the Company to be the beneficial owner of more than 5%
of the Company's Common Stock. Information in the table was reported to the
Company by the beneficial owners on forms as required by the Securities and
Exchange Commission.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP COMMON STOCK
------------------------------------- ----------------- ------------
<S> <C> <C>
FMR Corporation 709,000 10.7%
Boston, Massachusetts
State of Wisconsin Investment Board 600,000 9.1
Madison, Wisconsin
T. Rowe Price 550,000 8.3
Baltimore, Maryland
Dimensional Fund Advisors, Inc. 397,000 6.0
Santa Monica, California
Vincent A. Rocco 390,176 5.8
Chairman, Chief Executive Officer
and Director of the Company
Windsor, Connecticut
Bruce D. Cowen 389,709 5.7
President and Director of the Company
Windsor, Connecticut
</TABLE>
-2-
<PAGE>
BOARD MEETINGS AND COMMITTEES
The Board of Directors held six (6) meetings during the fiscal year ended
June 30, 1995. Messrs. Cowen, Large, McNealey and Rocco had perfect attendance
records for meetings of the Board of Directors and of the committees of which
they were members. Mr. Jepsen attended all but one of the meetings of the Board
and attended all his committee meetings.
The Audit Committee of the Board of Directors, currently composed of Messrs.
Jepsen (Chairman) and McNealey, met once during the fiscal year ended June 30,
1995. The Audit Committee, which is elected annually, reviews with Price
Waterhouse, the Company's independent accountants, the audit plan and the
internal accounting controls for the Company and its subsidiaries, as well as
the Company's consolidated financial statements and management letter. The
Audit Committee reports to the Board of Directors. It also recommends to the
Board the selection of the independent accountants for the Company.
The Compensation Committee of the Board of Directors, currently composed of
Messrs. Large (Chairman), Jepsen and McNealey, met two (2) times during the
fiscal year ended June 30, 1995. The Committee approves the general salary scale
for employees of the Company and its subsidiaries and specifically establishes
the compensation package for the Chairman and the Executive Officers. The
Committee's actions are discussed more fully in the Committee Report on
Executive Compensation (see pages 10 and 11).
The Nominating Committee of the Board of Directors, currently composed of
Messrs. McNealey (Chairman) and Large, met once during the fiscal year ended
June 30, 1995. The Committee reviews the organization, structure, size and
composition of the Board and recommends to the Board nominees to serve as
directors.
-3-
<PAGE>
ELECTION OF DIRECTORS
The five individuals named in the following table have been nominated for
election to the Board of Directors, each to serve for a one-year term and until
his successor is duly elected and qualified. All of the nominees were elected
directors at the 1994 Annual Meeting.
Should any of such nominees decline or become unable to serve as a director
prior to election, the persons named in the proxy will vote for the election of
a substitute nominee, if any, designated by the Board of Directors. The Company
has no reason to believe that any nominee will decline or be unable to serve.
<TABLE>
<CAPTION>
NAME, PRINCIPAL OCCUPATION SERVED AS
DURING PAST FIVE YEARS AND DIRECTOR
OTHER CORPORATE DIRECTORSHIPS AGE SINCE
---------------------------------------------------------------- ----- ----------
<S> <C> <C>
Bruce D. Cowen 42 1987
President and Director of the Company
and Officer or Director of its subsidiaries
Edward G. Jepsen 52 1989
Executive Vice President, Chief Financial Officer and Director
of Amphenol Corporation; Director of Miles Homes, Inc.;
formerly Partner in the accounting firm of Price Waterhouse
Edward W. Large, Esq. 65 1990
Counsel to the law firms of Crowell & Moring and Day, Berry
& Howard; formerly Executive Vice President and Director
of United Technologies Corporation
J. Jeffrey McNealey, Esq. 51 1985
Partner in the law firm of Porter, Wright, Morris & Arthur
Vincent A. Rocco 50 1979
Chairman, Chief Executive Officer and Director of the Company
and Officer or Director of its subsidiaries
</TABLE>
At the Annual Meeting of Shareholders held on October 28, 1994, approximately
86% of the total number of shares entitled to vote at that Meeting for the
election of directors were represented in person or by proxy. More than 93% of
the shares voting at that Meeting were cast in favor of each of the foregoing
nominees.
The affirmative vote of a plurality of the votes cast at the Annual Meeting
is required to elect each nominee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE ABOVE
NOMINEES AS DIRECTORS OF THE COMPANY.
-4-
<PAGE>
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth as of September 8, 1995, the total number of
shares of the Company's Common Stock beneficially owned by each director and
named executive officer of the Company and all directors and executive officers
as a group based upon information furnished by each director and executive
officer.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
NAME OF INDIVIDUAL OR GROUP OWNED DIRECTLY PERCENT OF
DESCRIPTION OR INDIRECTLY/1/ COMMON STOCK/2/
--------------------------------- ------------------- ---------------
<S> <C> <C>
John H. Claussen 16,838 /3/ *
Bruce D. Cowen 389,709 /4/ 5.7%
Richard D. Ellison - /5/ -
Edward G. Jepsen 27,500 /6/ *
Miro Knezevic - /5/ -
Edward W. Large 17,000 /6/ *
J. Jeffrey McNealey 7,840 /6/ *
Vincent A. Rocco 390,176 /7/ 5.8
All directors and executive officers as a group 883,370 /8/ 12.7
(11 individuals)
</TABLE>
____________________
*Indicates that the number of shares owned represents less than 1% of the Common
Stock
/1/ Includes shares which may be acquired within sixty (60) days by the
exercise of options and warrants.
/2/ The number of shares that may be acquired within sixty (60) days by the
exercise of options and warrants have been added to the number of shares
actually outstanding for purposes of computing ownership percentages.
/3/ Includes 14,166 shares that may be acquired by the exercise of outstanding
options.
/4/ Includes 157,320 shares that may be acquired by the exercise of outstanding
options and warrants.
/5/ Excludes shares payable pursuant to the Asset Purchase Agreement dated
March 21, 1994, under which the Company purchased the business assets,
liabilities and obligations of Environmental Solutions, Inc. See Certain
Transactions, page 13.
/6/ Includes 2,000 shares that may be acquired by the exercise of outstanding
options.
/7/ Includes 144,320 shares that may be acquired by the exercise of outstanding
options and warrants. Also includes 31,605 shares jointly owned by Mr.
Rocco and his spouse. The inclusion of such shares is not an admission of
beneficial ownership.
/8/ Includes 345,804 shares for executive officers that may be acquired by the
exercise of outstanding options and warrants.
-5-
<PAGE>
COMPENSATION OF DIRECTORS
Each non-employee director of the Company receives an annual retainer of
$12,000. Directors who are also employees of the Company or any of the
Company's subsidiaries receive no remuneration for serving as directors.
At the Annual Meeting in October 1992, the shareholders approved an Outside
Directors Stock Option Plan pursuant to which each outside director shall be
granted on the first day of October following each fiscal year an option for up
to 3,000 shares of Common Stock. The number of shares is determined by a
Performance Ratio calculated by dividing the prior fiscal year's Consolidated
Net Income Before Taxes by the targeted Consolidated Net Income Before Taxes
contained in that fiscal year's Business Plan. Based upon the Company's fiscal
1995 financial performance and a Performance Ratio of 0.88, each Outside
Director will receive an option for 2,000 shares of Common Stock.
COMPENSATION OF EXECUTIVE OFFICERS
a) Summary Compensation Table
The Summary Compensation Table that follows sets forth the compensation for
services in all capacities earned by the Company's Chairman and Chief Executive
Officer and the other four most highly compensated executive officers of the
Company and its subsidiaries (the "named executive officers") for each of the
three years in the period ended June 30, 1995.
-6-
<PAGE>
<TABLE>
<CAPTION>
Long Term
Annual Compensation/1/ Compensation/2/ All other
---------------------------- -----------------
Name and Principal Option Compen-
Position Year Salary ($) Bonus ($) Awards (#) sation ($)/3/
---------------------- ------ ------------ ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
VINCENT A. ROCCO 1995 $257,000 $65,000 25,000 $8,081
Chairman and 1994 240,000 30,000 17,500 5,830
Chief Executive 1993 240,000 43,000 22,500 5,564
Officer
BRUCE D. COWEN 1995 207,000 65,000 25,000 8,309
President 1994 192,000 30,000 17,500 5,982
1993 192,000 43,000 22,500 5,201
JOHN H. CLAUSSEN 1995 188,000 15,000 5,000 7,596
Senior Vice President 1994 177,000 15,000 7,500 6,262
and General Counsel 1993 126,800 /4/ - 7,500 3,159
RICHARD D. ELLISON 1995 455,900 - - -
Senior Vice President and 1994 146,700 /5/ - - -
Chief Engineer, President 1993 - - - -
of TRC Environmental
Solutions, Inc.
MIRO KNEZEVIC 1995 245,900 - - -
Executive Vice President 1994 78,500 /6/ - - -
of TRC Environmental 1993 - - - -
Solutions, Inc.
</TABLE>
______________________
/1/ Pursuant to the rules on executive compensation disclosure adopted by the
Securities and Exchange Commission, no amounts for executive perquisites
and other personal benefits are shown because the aggregate dollar amount
per executive is less than either $50,000 or 10% of annual salary and
bonus.
/2/ The Company has not made any restricted stock awards, and its long-term
incentive awards to executives consist of stock options rather than cash
payments.
/3/ Amounts of all other compensation include (i) contributions by the Company
under the 401(k) Retirement and Savings Plan and (ii) officers'
supplemental health benefit of up to $1,000 for each executive.
/4/ Mr. Claussen joined the Company during fiscal 1993. His salary on an
annualized basis would have been $157,000.
/5/ Mr. Ellison joined the Company during fiscal 1994. Mr. Ellison's salary on
an annualized basis would have been $440,000. Mr. Ellison's salary is
determined under an employment agreement entered into in connection with
the acquisition of the business assets, liabilities and obligations of
Environmental Solutions, Inc. See pages 10 and 13.
/6/ Mr. Knezevic joined the Company during fiscal 1994. Mr. Knezevic's salary
on an annualized basis would have been $235,000. Mr. Knezevic's salary is
determined under an employment agreement entered into in connection with
the acquisition of the business assets, liabilities and obligations of
Environmental Solutions, Inc. See pages 10 and 13.
-7-
<PAGE>
b) Option Grants in Last Fiscal Year
The following table sets forth information concerning individual grants of
options to purchase the Company's Common Stock during the 1995 fiscal year to
the named executive officers. The Company does not have a program to grant
stock appreciation rights.
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------------------------------------------
Potential Realizable Value
Number of at Assumed Annual Rates
Shares % of Total Options of Stock Price Appreciation
Underlying Granted to Exercise or for Option Term/2/
---------------------------
Options Employees in Base Price Expiration
Name Granted (#)/1/ Fiscal Year ($/Sh) Date 5% ($) 10% ($)
-------------- ---------------- ------------------ --------------- -------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
VINCENT A. ROCCO 25,000 19.3% $10.00 10/28/99 $69,075 $152,625
Chairman and Chief
Executive Officer
BRUCE D. COWEN 25,000 19.3% 10.00 10/28/99 69,075 152,625
President
JOHN H. CLAUSSEN 5,000 3.9% 10.00 10/28/99 13,815 30,525
Senior Vice President
and General Counsel
RICHARD D. ELLISON - - - - - -
Senior Vice President
and Chief Engineer,
President of
TRC Environmental
Solutions, Inc.
MIRO KNEZEVIC - - - - - -
Executive Vice President
of TRC Environmental
Solutions, Inc.
</TABLE>
_____________________________
/1/ Options are granted at 100% of the market price of the underlying Common
Stock on the date of grant and vest 33% a year beginning one year from the
date of grant. In most cases, options expire five years from the date of
grant. Vesting may accelerate in certain change-of-control situations.
/2/ These amounts represent certain assumed rates of appreciation in accordance
with Securities and Exchange Commission rules. The actual value, if any,
that an executive officer may realize is dependent upon the future
performance of the Common Stock and continued employment through the
vesting period.
-8-
<PAGE>
c) Aggregated Option Exercises in Last Fiscal Year and Option Values at
Fiscal Year End
The following table provides information with respect to the named executive
officers concerning the exercise of stock options during the 1995 fiscal year
and unexercised options held as of the end of the fiscal year.
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money Options at
Shares Acquired Options at 6/30/95 (#)/1/ 6/30/95 ($)/2/
Name on Exercise (#) Value Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---------------- ------------------- -------------------- ------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
VINCENT A. ROCCO - - 100,083 44,166 $94,375 $ -
Chairman and Chief
Executive Officer
BRUCE D. COWEN - - 100,083 44,166 94,375 -
President
JOHN H. CLAUSSEN - - 7,500 12,500 - -
Senior Vice President
and General Counsel
RICHARD D. ELLISON - - - - - -
Senior Vice President
and Chief Engineer,
President of
TRC Environmental
Solutions, Inc.
MIRO KNEZEVIC - - - - - -
Executive Vice President
of TRC Environmental
Solutions, Inc.
</TABLE>
______________________________
/1/ In fiscal 1995, the Board of Directors extended for an additional fifteen
months the original five-year terms of certain options held by Messrs.
Rocco and Cowen
/2/ Based upon closing price of the Company's Common Stock on June 30, 1995 of
$7.50.
d) Employment Contracts and Termination/Change-In-Control Arrangements
In 1994, the Company renewed for an additional three-year term Severance
Agreements with Messrs. Rocco and Cowen. The Agreements provide for employment
of the executives in their current capacities, provided that the Agreements can
be terminated by any party thereto upon ninety (90) days notice, subject to the
rights described in the following two sentences. Upon certain terminations of
employment, Messrs. Rocco and/or Cowen will be paid, in addition to unpaid
salaries and benefits as are permitted by Company policies, a severance payment
of two times the salary component of their respective cash compensation for the
prior year. Among the terminations triggering such payments are a termination
by the Company in connection with a change in control of the Company and a
termination by the executives following such a change in control where there
have also been certain changes in the executives' responsibilities.
-9-
<PAGE>
Pursuant to the Company's acquisition of Environmental Solutions, Inc., a
subsidiary of the Company entered into four-year employment agreements with
Richard D. Ellison and Miro Knezevic. The agreements expire according to their
terms on March 21, 1998 and entitle Messrs. Ellison and Knezevic to annual
salaries of $440,000 and $235,000, respectively, in the initial year subject to
adjustment upwards or downwards in subsequent years based on certain profit
goals for the TRC Environmental Solutions, Inc. business.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
composed of three independent, outside directors. The Committee is responsible
for establishing and administering the Company's executive compensation
programs. The Committee seeks to achieve the following objectives:
. Competitive pay that allows the Company to attract and retain personnel
with skills critical to the long-term success of the Company;
. Pay for performance to motivate and reward individual and team
performance in attaining business objectives and maximizing shareholder
value; and
. Maintenance of compensation costs that enable the Company to remain
competitive in the pricing of its services.
The Company's executive compensation program includes three components: (1)
base salary; (2) annual bonus; and (3) long-term incentive awards. In fiscal
1995 and in subsequent years, it is expected that the latter two components will
constitute an increasingly greater percentage of total executive compensation.
It is the intent of the Committee to link executive compensation as directly as
possible with the Company's financial performance.
BASE SALARY Ranges of appropriate base salaries are determined by an
analysis of salary data on positions of comparable
responsibility within the environmental services sector.
Committee approval of individual salary changes is based
on performance of the executive against financial and
strategic objectives and position of the executive in the
competitive pay range. Consistent with the compensation
philosophy discussed above, the Committee's preference
will be to enhance annual bonuses and long-term awards
rather than salaries when possible, given competitive
salary conditions.
ANNUAL BONUS Annual bonuses are paid pursuant to an Executive Incentive
Compensation Plan established in 1988 for officers and
senior managers of the Company and its subsidiaries. Under
the Plan, an incentive pool is created each fiscal year
and is distributed if certain financial goals for the
Company are met.
The amount of the incentive pool distributed depends on
the extent to which the Company's consolidated net income
before taxes exceeds a percentage of targeted net income
before taxes, as set forth in the Company's annual
business plan.
-10-
<PAGE>
LONG-TERM The purpose of this element of the executive compensation
INCENTIVE AWARDS program is to link management pay with the long-term
interest of shareholders, rather than performance in one
single fiscal year as is the case with annual bonuses. The
Committee is currently using five-year stock options to
achieve the long-term link and has adopted a vesting
requirement for the first three years of the grant. The
options are granted pursuant to the Company's Stock Option
Plan for Key Employees adopted in 1979 and subsequently
amended. In determining annual stock option grants, the
Committee bases its decision on the individual executive's
performance and potential to improve shareholder value.
The Committee established Mr. Rocco's compensation for fiscal 1995 by
reviewing the factors previously discussed. During fiscal 1995, Mr. Rocco
received $257,000 in base salary. He did, however, receive a bonus of $65,000
based upon his achievement of goals established with the Compensation Committee
prior to the start of the 1995 fiscal year. In order to further increase the tie
between Mr. Rocco's performance and the Company's long-term growth, Mr. Rocco
received stock options on 25,000 shares.
SUBMITTED BY THE COMPENSATION COMMITTEE:
Edward W. Large
Edward G. Jepsen
J. Jeffrey McNealey
-11-
<PAGE>
STOCK PERFORMANCE INFORMATION
The following graph compares the cumulative, five-year total return on the
Company's Common Stock with the Standard & Poor's 500 Stock Index and an index
of peer companies. The peer group consists of six other environmental companies
providing services similar to that of TRC. The figures presented assume that all
dividends, if any, paid over the five-year period were reinvested, and the
starting value of each index and the investment in the Company's stock was $100
on June 30, 1990.
[LINE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
TRC $100.00 $156.36 $167.27 $101.82 $145.45 $109.09
S&P 500 100.00 107.40 121.80 138.40 140.35 176.94
PEER GROUP 100.00 84.47 58.52 56.39 43.20 38.24
</TABLE>
The companies included in the peer group are Dames & Moore, Inc., Earth
Technology Corp., EMCON, Inc., Harding Associates, Inc., ICF Kaiser
International, Inc. and Roy F. Weston, Inc. Information concerning the peer
group and the Standard & Poor's 500 Stock Index was supplied to the Company by
Standard & Poor's Compustat, a division of McGraw-Hill, Inc.
-12-
<PAGE>
CERTAIN TRANSACTIONS
On March 21, 1994, a wholly-owned subsidiary of the Company acquired the
business assets, liabilities and obligations of Environmental Solutions, Inc.,
an environmental engineering and consulting business headquartered in Irvine,
California. The purchase price for the assets consisted of approximately $4.8
million in cash; a $14 million 5.75% three-year promissory note (the "Note");
and 459,770 shares of the Company's Common Stock plus up to an additional
827,586 shares of Common Stock (or at Company's election additional cash or a
mixture of cash and stock) contingent on certain pre-tax profit goals for the
business conducted with the acquired assets over the next four years. None of
the stock is payable until the end of the fourth year following the acquisition
except that the stock will be payable at the end of an earlier year if the four-
year, pre-tax profit goal is realized in such earlier year. Mr. Ellison,
President of the subsidiary, now known as TRC Environmental Solutions, Inc.,
was a 75% shareholder of the selling company and is entitled to 75% of the
purchase consideration. Mr. Ellison received a total of $2,082,010 in principal
and interest payments on the Note in fiscal 1995. Mr. Knezevic, Executive Vice
President of the subsidiary was a 25% shareholder of the selling company and is
entitled to 25% of the purchase consideration. Mr. Knezevic received a total of
$694,003 in principal and interest payments on the Note in fiscal 1995. Mr.
Ellison's spouse and two of his brothers-in-law are employed in the normal
course of its business by the subsidiary at annual salaries (including bonus) of
$102,847, $159,416, and $127,965, respectively.
In May, 1994, Mr. Rocco and Mr. Cowen each acquired a 30% equity interest in
Chester Labnet, an analytical laboratory which is a vendor of the Company. Sales
to the Company in fiscal 1995 were approximately $82,000, and a similar volume
of sales is expected in fiscal 1996. Payments from the Company exceeded 5% of
Chester Labnet's (but not the Company's) consolidated gross revenues for the
fiscal year. All transactions have been and will be in the ordinary course of
business and on reasonable and competitive terms and are reviewed annually by
the three outside members of the Board of Directors.
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors, upon recommendation of the Audit Committee, has
nominated the firm of Price Waterhouse to be independent accountants for the
Company for the fiscal year ending June 30, 1996. Price Waterhouse has been the
Company's independent accountants for nine years. A representative of Price
Waterhouse is expected to be present at the Annual Meeting and available to make
statements and to respond to appropriate questions from shareholders. The
affirmative vote of a majority of shares present and entitled to vote at the
Meeting is required to approve this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF PRICE
WATERHOUSE AS INDEPENDENT ACCOUNTANTS OF THE COMPANY.
-13-
<PAGE>
1996 SHAREHOLDER NOMINATIONS AND PROPOSALS
Shareholders who wish to suggest nominees for election to the Board of
Directors at the 1996 Annual Meeting should write, on or before May 19, 1996, to
the Secretary of the Company at 5 Waterside Crossing, Windsor, CT 06095, stating
in detail the qualifications of such persons for consideration by the Nominating
Committee of the Board of Directors.
If any shareholder intends to present a proposal for consideration at the
1996 Annual Meeting of Shareholders, such proposal must also be received by the
Secretary of the Company on or before May 19, 1996, in order to be included in
the Company's proxy statement. Such proposals may be included in next year's
proxy statement if they comply with certain rules and regulations established by
the Securities and Exchange Commission.
OTHER BUSINESS
As of the date of this proxy statement, the Board of Directors knows of no
other matters that may be brought before the meeting. However, if any other
matters do properly come before the meeting, the persons named in the enclosed
proxy will vote upon them in their discretion and in accordance with their best
judgment.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, WASHINGTON, D.C., IS AVAILABLE TO SHAREHOLDERS FREE
UPON REQUEST. ADDRESS REQUESTS TO: TRC COMPANIES, INC., 5 WATERSIDE CROSSING,
WINDSOR, CT 06095, ATTENTION: INVESTOR RELATIONS.
The cost of preparing and mailing the Notice of Annual Meeting, Proxy
Statement and form of proxy will be paid by the Company. The Company will
request banks, brokers, fiduciaries and similar persons to forward copies of
such material to beneficial owners of the Company's Common Stock in a timely
manner and to request authority for execution of proxies, and the Company will
reimburse such persons and institutions for their out-of-pocket expenses
incurred in connection therewith. To the extent necessary in order to assure
sufficient representation, officers and regular employees of the Company may
solicit the return of the proxies by telephone, personal interview or other
methods. The extent of this solicitation by personal contact will depend upon
the response to the initial solicitation by mail. It is anticipated that the
costs of solicitation, if undertaken, will not exceed $1,000.
By Order of the Board of Directors
/s/ John H. Claussen
John H. Claussen
Senior Vice President and Secretary
Dated at Windsor, Connecticut
September 15, 1995
-14-
<PAGE>
SOLICITED BY THE BOARD OF DIRECTORS OF
TRC COMPANIES, INC.
PROXY
I (We) hereby appoint Vincent A. Rocco and Bruce D. Cowen and each of them, as
proxies with power of substitution and revocation to vote all my (our) shares
of Common Stock in TRC Companies, Inc., at the Annual Meeting of Shareholders
to be held October 27, 1995 at 10:00 a.m. at the executive offices of the
Company at 5 Waterside Crossing, Windsor, Connecticut and at any adjournment
thereof: (Please place mark in one box only.)
The Board of Directors recommends a vote FOR the following proposals:
ITEM 1--Election of 5 nominees for directors.
FOR WITHHELD Bruce D. Cowen, Edward G. Jepsen, Edward W.
[_] [_] Large, J. Jeffrey McNealey and Vincent A.
Rocco.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.
-------------------------------------------------------------
ITEM 2--The appointment of Price Waterhouse as independent accountants for the
Company for the fiscal year ending June 30, 1996.
[_] FOR [_] AGAINST [_] ABSTAIN
The Proxies named above will, in their sole discretion, vote upon such other
matters as may properly come before the meeting and any adjournment or
adjournments thereof.
<PAGE>
THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE 5 NOMINEES FOR DIRECTOR AND FOR
ITEM 2.
Dated ________________, 1995
___________________________________________
___________________________________________
SIGNATURE(S)
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES
APPEAR ON THIS PROXY. JOINT OWNERS SHOULD
EACH SIGN. ATTORNEYS, EXECUTORS, ADMINIS-
TRATORS, TRUSTEES OR GUARDIANS SHOULD SO
INDICATE WHEN SIGNING.
