<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ROY F. WESTON, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ROY F. WESTON, 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), or 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 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
[LOGO]
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------
1 Weston Way
West Chester, PA 19380-1499
April 3, 1995
TO ALL HOLDERS OF SHARES OF SERIES A COMMON STOCK AND
COMMON STOCK OF ROY F. WESTON, INC.
The 1995 annual meeting of the shareholders of Roy F. Weston, Inc.
will be held at the offices of the Company, 1 Weston Way, West Chester,
Pennsylvania, on May 8, 1995, at 11:00 a.m. local time, to consider and take
action on the following matters:
(1) Election of 12 directors to serve for the ensuing year and
until their successors shall have been duly chosen and
qualified.
(2) Proposed amendment to the Company's Employee Stock Purchase
Plan to increase the number of shares reserved for issuance
thereunder.
(3) Such other business as may properly be brought before the meeting.
The Board of Directors has fixed March 17, 1995, as the record date,
and only shareholders of record at the close of business on that date will be
entitled to notice of and to vote at the meeting.
A proxy statement is set forth on the following pages, and a proxy
form is enclosed herewith.
PLEASE COMPLETE, SIGN, DATE, AND RETURN THE PROXY IN THE ENCLOSED
POSTAGE-PAID RETURN ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN
PERSON. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON.
By Order of the Board of Directors,
Steven V. Abramson
Corporate Secretary
<PAGE> 3
ROY F. WESTON, INC.
PROXY STATEMENT
FOR 1995 ANNUAL MEETING OF SHAREHOLDERS
This statement is furnished to shareholders by the Board of Directors
of Roy F. Weston, Inc. (the "Company") in connection with the solicitation of
proxies by the Company for use at the annual meeting of shareholders to be held
on May 8, 1995 and at any adjournment thereof. The Company's principal
executive offices are located at 1 Weston Way, West Chester, Pennsylvania
19380-1499.
It is anticipated that the proxy statement and the accompanying form
of proxy will be first mailed to shareholders on or about April 3, 1995. The
expense of this solicitation will be paid by the Company. In addition to
solicitation by mail, some officers, directors, and regular employees of the
Company may solicit proxies by telephone or in person.
The proxy may be revoked by a shareholder at any time before its
exercise, by giving written notice of such revocation to the Secretary of the
Company. In addition, a shareholder who attends the meeting in person may vote
by ballot at the meeting, thereby revoking any proxy previously given. The
persons named in the enclosed proxy will vote as directed therein. In the
absence of such direction, the persons named in the enclosed proxy will vote as
stated below with respect to the election of directors and in favor of the
proposed amendment to the Employee Stock Purchase Plan. As to other items of
business that may arise at the meeting, they will vote in accordance with their
best judgment.
At the close of business on March 17, 1995 (the "Record Date"), the
Company had outstanding 2,111,784 shares of Common Stock and 7,422,874 shares
of Series A Common Stock. Each share of Common Stock outstanding on the Record
Date will entitle the holder to one vote per share, and each share of Series A
Common Stock outstanding will entitle the holder to one-tenth of one vote per
share on each matter to be acted upon at the meeting. Shareholders do not have
cumulative voting rights in the election of directors. Nominees for directors
must receive a plurality of the votes cast at the meeting to be elected.
Abstentions are not counted in determining the number of votes for the election
of directors.
PRINCIPAL SHAREHOLDERS
The table set forth on the following page shows, as of February 17,
1995, certain information regarding the beneficial ownership of the Company's
Common Stock and Series A Common Stock by each person known by the Company to
beneficially own more than 5% of any class of the Company's capital stock, each
of the Company's directors and director nominees, each of the named executive
officers, and all directors and executive officers of the Company as a group.
Unless otherwise noted, the persons named on the table have sole voting and
investment power with respect to all of the shares owned by them.
1
<PAGE> 4
<TABLE>
<CAPTION>
NAME AND NUMBER OF SHARES NUMBER OF SHARES OF PERCENTAGE OF
ADDRESS OF OF COMMON SERIES A COMMON CAPITAL STOCK
BENEFICIAL OWNER STOCK STOCK BENEFICIALLY
(1) BENEFICIALLY OWNED (2)
OWNED (2)
<S> <C> <C> <C>
Trustee under the
Roy F. Weston, Inc.
Employee Savings
Plan(4) -- 1,433,175 15.0%
Trustees under the
Voting Trust Agreement
dated June 30, 1986(5) 1,454,389 -- 15.2%
RFW Partnership, Ltd.(6) 438,081 -- 4.6%
The TCW Group, Inc.(7) -- 598,063 6.3%
Pioneering Management Corp.(8) -- 554,000 5.8%
FMR Corp.(9) -- 536,100 5.6%
Radnor Capital Management, Inc.(10) -- 408,900 4.3%
Roy F. Weston(6) 573,986 70,593 6.8%
A. Frederick Thompson(5) -- 2,450 *
William J. Marrazzo -- 42,443(11) *
Peter J. Marks 13,000 13,904(11) *
M. Christine Murphy -- 21,460(11) *
Steven C. Vorndran -- 24,052(11) *
M. Salah Abdelhamid -- 13,517(11) *
John W. Thorsen -- 8,589(11) *
Vishwa K. Varma -- 6,546(11) *
Joseph Bordogna -- 1,000 *
Henry L. Diamond -- 2,000 *
Katherine S. Fittipaldi(5) -- 1,510 *
Bernard D. Goldstein -- -- --
Robert G. Jahn(5) 100 -- *
James E. Ksansnak -- -- --
Marvin O. Schlanger -- 2,000 *
All directors and
executive officers as
a group (4 persons with
respect to Common
Stock and 14 persons
with respect to Series A
Common Stock)(12) 2,041,475 217,140(11) 23.7%
</TABLE>
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
COMMON SERIES A AGGREGATE
STOCK COMMON VOTING POWER
STOCK (3)
<S> <C> <C> <C>
Trustee under the
Roy F. Weston, Inc.
Employee Savings
Plan(4) -- 19.3% 5.0%
Trustees under the
Voting Trust Agreement
dated June 30, 1986(5) 68.9% -- 50.9%
RFW Partnership, Ltd.(6) 20.7% -- 15.3%
The TCW Group, Inc.(7) -- 8.0% 2.1%
Pioneering Management Corp.(8) -- 7.5% 1.9%
FMR Corp.(9) -- 7.2% 1.9%
Radnor Capital Management, Inc.(10) -- 5.5% 1.4%
Roy F. Weston(6) 27.2% * 20.4%
A. Frederick Thompson(5) -- * *
William J. Marrazzo -- * *
Peter J. Marks * * *
M. Christine Murphy -- * *
Steven C. Vorndran -- * *
M. Salah Abdelhamid -- * *
John W. Thorsen -- * *
Vishwa K. Varma -- * *
Joseph Bordogna -- * *
Henry L. Diamond -- * *
Katherine S. Fittipaldi(5) -- * *
Bernard D. Goldstein -- -- --
Robert G. Jahn(5) * -- *
James E. Ksansnak -- -- --
Marvin O. Schlanger -- * *
All directors and
executive officers as
a group (4 persons with
respect to Common
Stock and 14 persons
with respect to Series A
Common Stock)(12) 96.7% 2.9% 72.0%
</TABLE>
* Less than 1%.
(1) Except as indicated below, the business address of the beneficial
owners is c/o Roy F. Weston, Inc., 1 Weston Way, West Chester, PA
19380-1499.
(2) A beneficial owner of securities is one who, directly or indirectly,
has or shares with others: (a) the power to vote or direct the voting
of such securities; or (b) investment power with respect to such
securities, which includes the power to dispose or direct the
disposition of such securities. A person is deemed to be a beneficial
owner of a security if that person has the right to acquire beneficial
ownership of such security within 60 days of February 17, 1995,
including but not limited to, the right to acquire through the
exercise of any option, warrant, or right or through the conversion of
a security.
(3) Aggregate voting power is calculated by multiplying the total number
of shares of Common Stock and Series A Common Stock outstanding by one
vote and one-tenth of one vote per share, respectively.
2
<PAGE> 5
(4) Vanguard Fiduciary Trust Company is the trustee under the Roy F.
Weston, Inc. Employee Savings Plan, and is located at P.O. Box 2900,
Valley Forge, PA 19482.
(5) A. Frederick Thompson, Robert G. Jahn, and Katherine Swoyer Fittipaldi
share voting power over 1,454,389 shares of Common Stock as co-
trustees under the Voting Trust Agreement dated June 30, 1986 (the
"Voting Trust"). The Voting Trust will continue in effect until June
1996, unless sooner terminated by a majority of the trustees. The
Common Stock held by the Voting Trust is being held in the Voting
Trust for the following beneficial shareholders: Susan W. Thompson,
the spouse of A. Frederick Thompson and daughter of Roy F. Weston,
351,083 shares; Katherine Swoyer Fittipaldi, daughter of Roy F.
Weston, 353,813 shares; A. Frederick Thompson, 45,255 shares; Madeleen
E. Weston, spouse of Roy F. Weston, 4,095 shares; and the six
grandchildren of Roy F. Weston, three of whom are the children of
Susan W. and A. Frederick Thompson and three of whom are the children
of Katherine Swoyer Fittipaldi and the late Thomas M. Swoyer, each
116,690.5 shares.
(6) RFW Partnership, Ltd., is a partnership in which RFW Enterprises,
Ltd., Susan Thompson and Katherine Swoyer Fittipaldi are general
partners. Mr. Roy F. Weston is president of RFW Enterprises, Ltd. and
is deemed to beneficially own such shares, which are included in the
amount of common stock beneficially owned by him.
(7) The Company received a copy of Schedule 13G, dated January 21, 1995,
filed with the Securities and Exchange Commission by The TCW Group,
Inc., 865 South Figueroa Street, Los Angeles, CA 90017. The TCW
Group, Inc. had sole voting and dispositive power over 598,063 shares.
(8) The Company received a copy of Schedule 13G, dated January 17, 1995,
filed with the Securities and Exchange Commission by Pioneering
Management Corporation, 60 State Street, Boston, MA 02114. Pioneering
Management Corporation had sole voting power over 554,000 shares and
sole dispositive power over 226,000 shares and shared dispositive
power over 328,000 shares, as investment adviser to an investment
company that beneficially owns such shares.
(9) The Company received a copy of Schedule 13G, dated February 13, 1995,
filed with the Securities and Exchange Commission by FMR Corp., 82
Devonshire Street, Boston, MA 02109. FMR Corp. had sole dispositive
power over 536,100 shares and sole voting power over 120,900 shares as
investment adviser to various investment companies that beneficially
own such shares.
(10) The Company received a copy of Schedule 13G, dated February 10, 1995,
filed with the Securities and Exchange Commission by Radnor Capital
Management, Inc., Two Radnor Corporate Center, 100 Matsonford Road,
Radnor, PA 19087. As of December 31, 1994, Radnor Capital Management
had sole power to vote and dispose 356,400 shares and shared power to
vote and dispose 52,500 shares, as an investment advisor.
(11) Includes the following number of shares which may be obtained upon the
exercise of options exercisable within 60 days of February 17, 1995:
William J. Marrazzo, 18,400 shares; Peter J. Marks, 12,080 shares; M.
Christine Murphy, 12,960 shares; Steven C. Vorndran, 16,100 shares; M.
Salah Abdelhamid, 8,380 shares; John W. Thorsen, 7,040 shares; Vishwa
K. Varma, 5,280; and all directors and executive officers as a group,
84,560 shares.
(12) In determining the number of shares held by officers and directors as
a group, shares beneficially owned by more than one officer or
director have been counted only once.
NOMINEES FOR ELECTION AS DIRECTORS
The persons named in the enclosed proxy intend to vote for the
nominees for directors named below to serve for a one-year term and until their
respective successors are elected and qualified. Each nominee has consented to
being nominated and to serve if elected. If any nominee should subsequently
decline or be unable to serve, the persons named in the proxy will vote for the
election of such substitute nominee as shall be named by the Board of
Directors.
3
<PAGE> 6
The following sets forth pertinent information with respect to
nominees for director:
A. FREDERICK THOMPSON, PH.D., P.E., 53, CHAIRMAN OF THE BOARD. DIRECTOR SINCE
1975. Dr. Thompson has been the Chairman of the Board since October 1991,
having previously served as Vice Chairman from 1989 to 1991, and as Executive
Vice President from 1987 to 1990, Vice President, Quality Assurance and Finance
from 1980 to 1987, and Assistant Secretary from 1980 to 1990. He also served
as President of Cardinal Indemnity Company of North America, a wholly-owned
subsidiary of the Company, from 1988 to 1991 and is a director of Weston
International, a wholly-owned subsidiary of the Company. Dr. Thompson is a
son-in-law of Mr. Weston, and a brother-in-law of Mrs. Fittipaldi.
WILLIAM J. MARRAZZO, 45, PRESIDENT AND CHIEF EXECUTIVE OFFICER. DIRECTOR SINCE
1988. Mr. Marrazzo has been the President of the Company since September 1990
and the Chief Executive Officer since October 1991. Mr. Marrazzo is also
Chairman of the Board of Weston International. He served as Chief Operating
Officer from 1989 to 1991 and as Executive Vice President from 1989 to 1990.
Mr. Marrazzo joined the Company in 1988 as a Vice President and a Division
Manager. He served as Chairman and President of Weston Services, Inc. from
1990 to 1991. Weston Services, Inc. was a wholly-owned subsidiary until
December 31, 1991, when it merged into the Company. From 1980 to 1988, he was
the Commissioner of the Water Department for the City of Philadelphia, with
responsibility for its complete management. Financially independent from the
City of Philadelphia, the Water Department is one of the nation's largest water
and wastewater utilities.
ROY F. WESTON, P.E., 83, CHAIRMAN EMERITUS. DIRECTOR SINCE 1957. Mr. Weston
has been the Chairman Emeritus since October 1991, after serving for more than
35 years as Chairman of the Board and Chief Executive Officer of the Company.
He also served as President from December 1989 to September 1990 and during the
periods 1957 to 1972 and 1977 until 1984. Mr. Weston is the founder of Roy F.
Weston, Inc. Mr. Weston is the father of Katherine Swoyer Fittipaldi and the
father-in-law of A. Frederick Thompson.
JOSEPH BORDOGNA, PH.D., 62, DIRECTOR FOR ENGINEERING, NATIONAL SCIENCE
FOUNDATION. DIRECTOR SINCE 1983. Dr. Bordogna is currently on leave from the
University of Pennsylvania, with which he has been affiliated since 1964, most
recently serving as Dean Emeritus and Alfred Fitler Moore Professor of
Engineering. Previously, he served as Dean of Engineering and Applied Science
from 1981 to 1990. Currently, Dr. Bordogna is serving as Director for
Engineering at the National Science Foundation in Washington, DC.
HENRY L. DIAMOND, ESQ., 62, PARTNER, BEVERIDGE & DIAMOND, P.C., LOCATED IN
WASHINGTON, DC. DIRECTOR SINCE 1990. Mr. Diamond has been a partner with
Beveridge & Diamond, P.C., a national firm specializing in environmental
affairs and related litigation, since 1975. From 1970 to 1975, Mr. Diamond
served as the Commissioner of the Department of Environmental Conservation of
the State of New York.
KATHERINE SWOYER FITTIPALDI, 47. DIRECTOR SINCE 1992. Mrs. Fittipaldi is a
major shareholder of the Company, a daughter of Mr. Weston, and a sister-in-law
of Dr. Thompson. Mrs. Fittipaldi is owner and president of International
Corporate Travel Services, Inc., a travel agency formed in 1994.
ROBERT G. JAHN, PH.D., 65, DEAN EMERITUS OF THE SCHOOL OF ENGINEERING AND
APPLIED SCIENCE AND PROFESSOR OF AEROSPACE SCIENCES, PRINCETON UNIVERSITY.
DIRECTOR SINCE 1988. Dr. Jahn has been affiliated with Princeton University's
School of Engineering and Applied Sciences since 1962. Currently holding the
position of Dean Emeritus, he served as Dean from 1971 to 1986. Dr. Jahn has
been a Professor of Aerospace Sciences since 1967. He is a director of
Hercules, Incorporated.
JAMES E. KSANSNAK, CPA, 55, EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
ARAMARK CORPORATION. Mr. Ksansnak has served as Executive Vice President and
Chief Financial Officer of ARAMARK, a service management company, since 1991
and is responsible for financial matters, planning and development, tax,
internal audit and information technology. Previously, he was Senior Vice
President and Chief Financial Officer from 1987 to 1991 and Senior Vice
President from 1986 to 1987 of ARAMARK. Before joining ARAMARK, Mr. Ksansnak
had been a partner with Arthur Andersen & Co. since 1971. He is a director of
CSS Industries, Inc.
PETER J. MARKS, 53, EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER.
DIRECTOR SINCE 1994. Mr. Marks has been in his current position since November
1994, having served previously as Manager of the Environmental and Health
Sciences Division since 1989 and has been a Vice President since 1979. Mr.
Marks is also a director of Weston International, a wholly-owned subsidiary of
the Company.
4
<PAGE> 7
M. CHRISTINE MURPHY, CPA, 46, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER. DIRECTOR SINCE 1990. Ms. Murphy joined the Company in September
1990. She has been the Executive Vice President, Quality Assurance and Finance
since 1990 and Chief Financial Officer since November 1991. She is also the
Chairman and President of Cardinal Indemnity Company of North America; Roy F.
Weston (Delaware), Inc. and Roy F. Weston (IPR), Inc., wholly-owned
subsidiaries of the Company; and a director of Weston International, a
wholly-owned subsidiary of the Company. From 1985 to 1989, Ms. Murphy served
as the Revenue Commissioner for the City and School District of Philadelphia.
Prior to that time, she was a partner with Arthur Young & Co., a predecessor of
Ernst & Young. Ms. Murphy was with Arthur Young & Co. from 1971 to 1985. Ms.
Murphy is a director of CoreStates Bank, N.A., a subsidiary of CoreStates
Financial Corp.
MARVIN O. SCHLANGER, 47, EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER,
ARCO CHEMICAL COMPANY. DIRECTOR SINCE 1990. Mr. Schlanger has served as
Executive Vice President and Chief Operating Officer of ARCO Chemical Company,
a producer of intermediate and specialty chemicals since 1994. Previously, he
was Senior Vice President, since 1989; Chief Financial Officer from 1989 to
1992; and Vice President, Worldwide Business Management from 1988 to 1989 of
ARCO Chemical Company. He is a director of ARCO Chemical Company.
STEVEN C. VORNDRAN, 47, EXECUTIVE VICE PRESIDENT OF CORPORATE DEVELOPMENT.
DIRECTOR SINCE 1991. Mr. Vorndran has been in his current position since
November 1994, having served previously as Executive Vice President and Chief
Operating Officer since October 1991, as Vice President from 1989 to 1990, when
he joined the Company, and as Manager of the Federal Programs Division of the
Company from 1990 to 1991. Mr. Vorndran is also President and a director of
Weston International, a wholly-owned subsidiary of the Company. From 1982 to
1989, Mr. Vorndran was with Westinghouse Electric Corporation, where he served
as a manager responsible for the development of thermal technologies, related
engineering, and technical functions.
BOARD ORGANIZATION AND COMPENSATION
ORGANIZATION
The Company's Board of Directors held five meetings during 1994. Each
incumbent director attended at least 75% of the aggregate of all meetings of
the full Board and of all committees of the Board on which he or she served.
The Board of Directors has an Executive Committee, an Audit Committee,
a Compensation Committee, and a Nominating Committee.
The Executive Committee held 21 meetings during 1994, and its members
are A. Frederick Thompson (Chairman), M. Salah Abdelhamid, Peter J. Marks,
William J. Marrazzo, M. Christine Murphy, John W. Thorsen, Vishwa K. Varma,
Steven C. Vorndran, and Roy F. Weston. The Executive Committee has the powers
and authority of the Board of Directors in the intervals between Board of
Directors' meetings, except to the extent limited by applicable law.
The Audit Committee held five meetings during 1994, and its members
are Joseph Bordogna (Chairman), Katherine Swoyer Fittipaldi, Robert G. Jahn,
and Marvin O. Schlanger. The Audit Committee has the following functions: to
recommend annually to the Board a firm of independent accountants for
appointment as auditors of the Company; to review and approve the fees paid to
the independent accountants; to review with the independent accountants the
scope and results of each annual audit; and to review recommendations made by
the independent accountants, the internal audit department, and the Company's
financial officers.
The Compensation Committee held three meetings during 1994, and its
members are Marvin O. Schlanger (Chairman), Joseph Bordogna, Henry L. Diamond,
Bernard D. Goldstein, and Roy F. Weston. The Compensation Committee is
responsible for the determination and review of the compensation of the
executive officers of the Company. The Compensation Committee provides
background information and recommendations to the Board of Directors concerning
compensation, incentive, and benefit policies for the Company and their
relationship to other comparable enterprises. The Compensation Committee is
also responsible for developing and maintaining a management succession
program.
5
<PAGE> 8
The Nominating Committee held one meeting during 1994, and its members
are Robert G. Jahn (Chairman), Marvin O. Schlanger, and Roy F. Weston. The
Nominating Committee of the Board is responsible for providing advice to the
Chairman of the Board concerning the selection of directors for the Company
prior to their election by the shareholders. The Nominating Committee will
consider all nominees or requests for nomination to the Board of Directors
which are submitted to the Nominating Committee, consistent with the guidelines
established by the Company.
COMPENSATION
Directors who are employees of the Company receive no additional
compensation for their services as a director. Directors who are not employees
of the Company receive an annual retainer of $4,000 and are paid $1,500 plus
travel expenses for each Board meeting and for each Committee meeting they
attend that is not held on the same day as a meeting of the Board.
EXECUTIVE MANAGEMENT COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of Roy F. Weston,
Inc. (the "Committee") is pleased to present its report on executive
compensation. This Committee report outlines the components of the Company's
Executive Officer compensation programs, including the specific relationship of
corporate performance to executive compensation, and describes the Committee's
basis for the Chief Executive Officer's (CEO) compensation for 1994.
EXECUTIVE OFFICER COMPENSATION POLICY
It is the philosophy of the Company to ensure that executive
compensation be directly linked to continuous improvements in corporate
performance and increases in shareholder value focusing on the following
concepts:
_ A competitive total compensation package to attract and retain key
executives.
_ Compensation programs integrated with the Company's annual and
long-term objectives.
_ Compensation opportunities that are directly linked with the
performance of the Company.
_ Executive compensation aligned with the interests of the
shareholders.
COMPENSATION PROGRAM COMPONENTS
In 1994, the cash compensation of the executive officers was composed
primarily of two elements: a Base Salary and a Salary-at-Risk (SAR). The
Company's SAR program is an incentive compensation program under which a
portion of a participant's "full salary" is "at risk," subject to personal and
corporate performance. The portion of a participant's salary that is at risk
is termed the Guideline SAR and is expressed as a percentage of a participant's
Base Salary. A participant's full salary is equal to the aggregate of the
participant's Base Salary plus Guideline SAR. The Committee sets full salary
at the competitive ranges offered at comparable companies in the same industry
and of similar size and complexity. In determining appropriate compensation
levels, the Committee obtained and utilized compensation surveys and
comparative analyses of compensation data provided by the Company's human
resources staff, outside compensation consultants, and other sources. An
executive can receive between zero and twice his/her Guideline SAR, depending
upon performance in relation to established corporate and personal goals. In
1994, the executive officers' Guideline SARs ranged from 30% to 50% of their
Base Salary. The quarterly SAR compensation payments are determined by a
review of two factors: a corporate profitability factor and a personal
performance factor. The higher an executive ranks within the organization, the
more weight is given to the corporate profitability factor. The corporate
profitability factor relates solely to corporate profits, or "contribution"
earned during the quarter and the preceding quarter as compared to those
quarters' minimum, target, and maximum contribution goals as set annually by
the Board of Directors. The personal performance factor is a qualitative
measurement of each participant's individual quarterly performance. Thus, to
the extent that the Company achieves its target corporate profitability goals,
and the executive meets his/her personal performance goals, an
6
<PAGE> 9
executive officer's compensation should be commensurate with that provided to
similarly situated executive officers at comparable companies. If the Company
does not achieve its corporate profitability goals, an executive could
generally expect to receive less than the amount paid by comparable companies
for his/her services. However, if the Company exceeds the corporate
profitability factor, an executive can generally expect to earn more than
comparable peer group salary. The Company can also pay annual incentive awards
under its Superior Performance Plan to certain executive officers based on the
amount by which profits exceed the predetermined corporate goals.
The Company also believes that its executive officers should have the
opportunity to benefit from the long-term appreciation of the Company's
securities, and, accordingly, has instituted a stock-based incentive
compensation plan for its executive officers and certain other officers. The
determination of the option grants and other awards are made by the Committee
upon review of the executive's performance, salary grade, and the achievement
of corporate goals.
The compensation of Mr. Marrazzo as Chief Executive Officer was based
upon a combination of quarterly performance indicators and long- term increase
in shareholder value. In 1994, Guideline SAR was equal to 50% of his Base
Salary. A percentage of the SAR payment was based upon a corporate
profitability factor, which was directly related to corporate earnings. No
payments were made during 1994 pursuant to this factor. The remainder of his
SAR payment was based upon the qualitative analysis of Mr. Marrazzo's personal
performance factor which was primarily based upon subjective evaluation of the
development of long term increases in shareholder value. While the
establishment and development of new business initiatives during the year are
intended to lead to long term increases in shareholder value, insofar as the
financial results for 1994 did not meet the expectations set in the Company's
1994 operating plan, the SAR payments made to the CEO for 1994 totaled $25,200,
10% of his Base Salary. To enable the CEO to benefit from the alignment of the
executive's personal interests with those of the shareholders, in 1992 the CEO
was granted 20,000 shares of restricted Series A Common Stock, which vest in
April 1997, provided that Mr. Marrazzo remains employed by the Company,
subject to earlier partial vesting in the event of the termination of Mr.
Marrazzo's employment by the Company for other than cause.
Compensation Committee of the Board of Directors
Marvin O. Schlanger, Chairman
Joseph Bordogna
Henry L. Diamond
Bernard D. Goldstein
Roy F. Weston
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Roy F. Weston, the founder, former Chief Executive Officer, and former
Chairman of the Board of the Company, is Chairman Emeritus of the Company and
as such received a salary of $275,002 in 1994. Mr. Weston also serves as a
member of the Compensation Committee.
Roy F. Weston has an employment agreement with the Company. In
connection with his assumption of the position of Chairman Emeritus, effective
October 1, 1991, Mr. Weston's employment agreement was amended to provide that
he will serve in such capacity until his disability or death at an annual
salary equivalent to at least 55% of the midpoint for the salary grade then
applicable to the position of Chairman of the Board and Chief Executive
Officer. Effective as of January 1, 1992, Mr. Weston no longer participates in
the Company's SAR Plan. In the event of his total disability, Mr. Weston's
salary shall, after the initial 12-month period of such disability, be reduced
to 41.25% of the midpoint of such salary grade. That salary will be continued
for a period not to exceed 12 months and will thereafter be reduced further to
27.5% of such midpoint. Such reduced salary will thereafter be continued for a
period not to exceed 72 months and will be subject to offset by any disability
benefits payable from insurance policies for which premiums are paid by the
Company.
OTHER MATTERS
Henry L. Diamond, a director, is a partner in the law firm of
Beveridge & Diamond, P.C. The Company retained the law firm to provide
services on a contract during 1994 and expects to continue to retain the firm
in fiscal 1995. The amount of the fees paid to the firm in 1994 did not exceed
five percent of the law firm's gross revenues for the firm's last full fiscal
year.
7
<PAGE> 10
SUMMARY COMPENSATION TABLE
The following table shows, for the fiscal years ended December 31,
1994, 1993, and 1992, the cash compensation paid by the Company and its
subsidiaries, as well as certain other compensation paid or accrued for those
years, to the Chief Executive Officer and each of the four most highly
compensated executive officers of the Company whose cash compensation exceeded
$100,000 in all capacities in which they served.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- ---------------------- -------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND POSITION YEAR SALARY BONUS (1) COMPENSATION AWARDS OPTIONS PAYOUTS COMP. (2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. J. Marrazzo 1994 $252,000 $ 25,200 N/A $0 4,400 $0 $4,500
President and Chief 1993 $250,868 $ 26,775 N/A $0 4,400 $0 $4,497
Executive Officer 1992 $243,846 $110,784 N/A $200,000 (3) 9,200 $0 $4,364
A. F. Thompson 1994 $257,251 $ 25,724 N/A $0 N/A $0 $4,500
Chairman of the Board 1993 $256,260 $ 25,724 N/A $0 N/A $0 $4,497
1992 $248,270 $109,830 N/A $0 N/A $0 $4,364
S. C. Vorndran 1994 $169,938 $ 17,439 N/A $0 4,000 $0 $4,497
Exec. Vice President 1993 $168,083 $ 16,800 N/A $0 4,000 $0 $4,497
1992 $160,772 $ 76,042 N/A $0 11,500 $0 $4,364
M.C. Murphy 1994 $159,973 $ 18,926 N/A $0 3,600 $0 $4,500
Exec. Vice President 1993 $137,960 $ 13,648 N/A $0 3,600 $0 $4,497
and Chief Financial 1992 $136,659 $ 71,035 N/A $0 5,200 $0 $4,364
Officer
M.S. Abdelhamid 1994 $152,914 $ 18,973 N/A $0 2,800 $0 $4,500
Vice President 1993 $152,773 $ 7,315 N/A $0 2,800 $0 $4,497
1992 $155,193 $ 33,070 N/A $0 5,500 $0 $4,364
</TABLE>
(1) Includes amounts under the Salary-at-Risk (SAR) program and the
Superior Performance Plan. Payments under the SAR program are
included under the caption "Bonus" because it is a pay-for-performance
program. SAR payments are considered by the Company to be a portion
of the individual's salary which is at risk, payment of which is
dependent upon the achievement of corporate and personal performance
goals.
(2) Represents amounts contributed by the Company for the executive
officers under the Company's Savings Plan.
(3) Reflects 20,000 shares of Series A Common Stock which vest in April
1997. The value appearing in the table reflects a grant date value of
$10.00 per share. The value of such shares was $115,000 based on the
closing market price of the Series A Stock per share of $5.75, as
reported on NASDAQ Stock Market on December 30, 1994. The Company
does not pay dividends on restricted stock.
8
<PAGE> 11
PENSION AND RETIREMENT PLANS
RETIREMENT PLAN
The Company has a defined benefit Retirement Income Plan (the
"Retirement Plan") covering all employees of the Company and of certain
subsidiaries who attain 21 years of age, complete 1 year of service, and have
completed 1,000 hours of service in that year. The Retirement Plan provides a
monthly retirement income benefit. For each year an employee is a participant,
he will accrue a benefit equal to 1.15% of his compensation for such year up to
75% of the Social Security wage base plus 1.5% of compensation in excess of 75%
of the Social Security wage base. Compensation is defined as a participant's
W-2 earnings. All contributions to the Retirement Plan are made by the
Company, and vesting occurs upon an employee's completion of 5 years of
service, the attainment of age 60, or upon disability. Benefits are paid
following the participant's retirement after age 60 and, in some instances,
upon the death of the participant.
The following table shows the projected annual pension benefits
payable on a straight life annuity basis at normal retirement date (age 65) to
each of the individuals listed in the Summary Compensation Table on page 8,
assuming continuation of employment to normal retirement date at the rate of
plan compensation in effect for 1994, not including any Social Security
benefits. The table below computes the projected annual retirement benefits
under the Retirement Plan without regard to the Internal Revenue Code's limit
on annual pension benefits. For 1994, the limitation was $118,800. The
limitation for 1995 is $120,000.
<TABLE>
<CAPTION>
ANNUAL PENSION BENEFITS YEARS OF SERVICE AS OF NORMAL RETIREMENT
(1) DECEMBER 31, 1994 DATE
<S> <C> <C> <C>
William J. Marrazzo $96,829 6.1 July 1, 2014
A. Frederick Thompson $93,815 27.2 November 1, 2006
Steven C. Vorndran $60,926 5.9 May 1, 2012
M. Christine Murphy $60,206 4.3 March 1, 2014
M. Salah Abdelhamid $59,101 8.9 October 1, 2009
</TABLE>
(1) The amounts of annual pension benefits are based on the full amount of
compensation without regard to the limit of $150,000 on compensation
that can be taken into account in determining benefits under the
Retirement Plan. Annual pension benefits based on plan compensation
limits of $150,000 would be $58,307 for Mr. Marrazzo, $69,482 for Dr.
Thompson, $50,041 for Mr. Vorndran, $50,603 for Ms. Murphy, and
$53,263 for Dr. Abdelhamid.
INSURANCE AND SUPPLEMENTAL RETIREMENT BENEFITS
The Company has purchased an insurance policy on the life of Roy F.
Weston, Chairman Emeritus, in the amount of $4 million. The cash premium paid
by the Company for 1994 was $259,355. The cash surrender value of the policy
increased $322,000 during 1994.
The Company's Supplemental Split Dollar Life Insurance Plan (the
"Supplemental Plan") provides for death benefits and additional retirement
benefits for officers and certain key employees designated by the Chairman of
the Board and approved by the Compensation Committee. Upon the death of a
participant, the Company will pay a $200,000 death benefit to the
participant's designated beneficiary. A participant in the employ of the
Company at age 65 will receive a lump sum retirement benefit based upon the
participant's years of participation in the Supplemental Plan. None of the
five most highly compensated officers participates in the Supplemental Plan.
9
<PAGE> 12
Executive officers who do not participate in the Supplemental Plan may
be designated by the Chairman of the Board to participate in the Company's
Executive Supplemental Benefit Plan (the "Executive Plan"). Under the
Executive Plan, upon the death of a participant, the Company will pay a death
benefit to the participant's designated beneficiary. Upon the retirement of
the participant, supplementary retirement benefits will be paid to the
participant for a 15-year period. The amount of the death benefit is based
upon a benefit determination made by the Compensation Committee. The
supplementary retirement benefit is based on that benefit determination and the
participant's years of participation in the Executive Plan. The estimated
annual supplementary retirement benefits under the Executive Plan payable upon
retirement at age 65 for each of the participating named executive officers
listed in the Summary Compensation Table on page 8 are $151,500 for Mr.
Marrazzo, $91,000 for Dr. Thompson, $44,000 for Mr. Vorndran, $48,000 for Ms.
Murphy, and $28,500 for Dr. Abdelhamid.
Mr. William J. Marrazzo's Executive Plan provides for an early
retirement benefit, payable after 15 years of service with the Company,
commencing after age 55 and prior to the normal retirement age of 65. If Mr.
Marrazzo were to elect early retirement at age 55, he would be entitled to
$42,000 per year payable for each of 15 consecutive years.
Mrs. Katherine Swoyer Fittipaldi, a director, receives from the
Company a pre-retirement death benefit, pursuant to the terms of the Executive
Plan under which her late husband, Thomas M. Swoyer, participated. Mr. Swoyer
was the President of the Company at the time of his death in 1989. In 1994,
the Company paid Mrs. Fittipaldi $80,000. The Company is obligated to make
payments of $80,000 for each of the next 5 consecutive years, in equal monthly
installments.
STOCK-BASED INCENTIVE COMPENSATION PLAN
The following table sets forth certain information about grants of
options to purchase shares of Series A Common Stock in the last fiscal year to
the Chief Executive Officer and the four most highly compensated executive
officers of the Company. The Company has not granted stock appreciation
rights.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS GRANT DATE VALUE
------------------------------------------------------- ----------------
NUMBER OF
SECURITIES PERCENT OF GRANT
UNDERLYING TOTAL OPTIONS DATE
OPTIONS GRANTED TO EXERCISE EXPIRATION PRESENT
NAME GRANTED EMPLOYEES IN 1994 PRICE DATE VALUE (1)
<S> <C> <C> <C> <C> <C>
W. J. Marrazzo 4,400 (2) 2.99% $6.63 2/14/2004 $21,824
A. F. Thompson 0 0.00% N/A N/A $0
S.C. Vorndran 4,000 (2) 2.71% $6.63 2/14/2004 $19,840
M.C. Murphy 3,600 (2) 2.44% $6.63 2/14/2004 $17,856
M.S. Abdelhamid 2,800 (2) 1.90% $6.63 2/14/2004 $13,888
</TABLE>
(1) Present values were calculated using the Black-Scholes option
valuation method. The actual value, if any, that an executive officer
may receive is dependent on the excess of the stock price over the
exercise price. Use of this model should not be viewed as a forecast
of the future performance of the Company's stock price. The estimated
grant date present value of each stock option is $4.96 based on the
following defined option terms and assumptions: (a) a stock price of
$6.63; (b) an exercise price of $6.63; (c) a term of 10 years; (d) a
risk-free interest rate of 5.90%, which represents the yield on
10-year Treasury Bonds with maturity dates corresponding to that of
the options; (e) a dividend yield of 0%, representing the stock's
current yield; and (f) a stock price volatility rate of .605 which
reflects how much the stock price varies on a daily basis, and which
is calculated as the variance of the rate of return on the stock as
measured over the 250 days prior to the grant date.
(2) Options vest 20% a year beginning on the first anniversary of grant
and terminate 10 years from date of grant.
10
<PAGE> 13
The following table sets forth certain information regarding the
number and value, as of December 31, 1994, of unexercised options to purchase
shares of Series A Common Stock held by the Chief Executive Officer and the
four most highly compensated executive officers. None of the executive
officers listed below exercised any stock options in the fiscal year ended
December 31, 1994.
AGGREGATED OPTION EXERCISES IN 1994 AND DECEMBER 31, 1994 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
SHARES UNDERLYING UNEXERCISED UNEXERCISED
ACQUIRED OPTIONS AT IN-THE-MONEY OPTIONS AT
ON VALUE DECEMBER 31, 1994 DECEMBER 31, 1994
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------- --------- -------- --------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
W. J. Marrazzo 0 N/A 14,800 16,000 $0 $0
A. F. Thompson 0 N/A N/A N/A N/A N/A
S. C. Vorndran 0 N/A 12,200 15,800 $0 $0
M.C. Murphy 0 N/A 10,480 14,720 $0 $0
M.S. Abdelhamid 0 N/A 6,160 10,040 $0 $0
</TABLE>
The table does not include the value of unexercised options which were
out-of-the-money as of December 31, 1994.
PERFORMANCE GRAPH
The following performance graph compares the performance of the
Company's Series A Common Stock (NASDAQ symbol: WSTNA) to the Value Line
Environmental Services Group Index and the Russell 2000 Index for the Company's
last 5 fiscal years. The graph assumes that the value of an investment in the
Company's Series A Common Stock and each index was $100 at December 31, 1989
and that all dividends were reinvested. The stock price performance in the
graph below is not indicative of future price performance.
[GRAPH - COMPARATIVE FIVE-YEAR TOTAL RETURNS]
1989 1990 1991 1992 1993 1994
Roy F. Weston, Inc. $100.00 $70.42 $143.66 $152.11 $81.69 $64.79
Russell 2000 Index $100.00 $80.49 $117.56 $139.21 $165.52 $162.24
Environment Services $100.00 $69.09 $82.74 $93.21 $85.94 $83.40
11
<PAGE> 14
AMENDMENT TO EMPLOYEE STOCK PURCHASE PLAN
Shareholders will also be asked to vote at the meeting to ratify and
approve an amendment to the Employee Stock Purchase Plan (the "Purchase Plan"),
adopted by the Board of Directors on March 6, 1995, reserving an additional
450,000 shares of Series A Common Stock for issuance under the Purchase Plan.
The amendment would increase the number of shares reserved and available for
future issuance under the Purchase Plan to 610,326.
Under the Purchase Plan, eligible employees are permitted to purchase
Series A Common Stock during two 6-month purchase periods each year. The
purchase price per share of Series A Common Stock under the Purchase Plan is
85% of the lower of the closing market price of the Series A Common Stock: (a)
on the first trading day of the purchase period or (b) on the last trading day
of the purchase period. Each person who is an employee of the Company or a
participating subsidiary as of the beginning of a purchase period and has been
employed by the Company or such subsidiary for at least 20 hours per week, and
at least 5 months per year, for at least 30 days immediately preceding such
period is eligible to buy shares of Series A Common Stock during such purchase
period as long as he or she remains an employee of the Company as of the last
business day of such purchase period. However, no employee may purchase shares
under the Purchase Plan if such purchase will: (a) cause the employee to own 5%
or more of the total combined voting power or value of all series of common
stock of the Company or (b) permit the employee to purchase shares under the
Purchase Plan in excess of $25,000 per year. Purchases under the Purchase Plan
are made at the end of each purchasing period from funds deducted from the pay
of employees who elect to participate in the Purchase Plan. Deductions may not
exceed 10% of the employee's base salary and salary paid pursuant to the
Salary-at-Risk Plan. The Purchase Plan is administered on behalf of the
Company by a committee appointed by the Board of Directors. As of December 31,
1994, 1,414,674 shares have been issued under the Purchase Plan. During 1994,
329,500 shares were issued, of which 1,582 shares were purchased by Mr.
Marrazzo, 1,318 shares were purchased by Dr. Thompson, 1,318 shares were
purchased by Mr. Vorndran, 2,110 shares were purchased by Ms. Murphy, and 791
were purchased by Dr. Abdelhamid. All executive officers as a group purchased
9,523 shares.
The Board believes that it is desirable to make additional shares
available for issuance under the Purchase Plan in order to encourage increased
equity participation in the Company by its employees. The affirmative vote of a
majority of the aggregate voting power of the outstanding shares of Common
Stock and Series A Common Stock represented at the meeting is required to
ratify and approve the amendment to the Purchase Plan. Abstentions are counted
in tabulations of the votes cast by shareholders on the proposed Purchase Plan
and will have the effect of a negative vote.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
PROPOSAL TO RATIFY AND APPROVE THE AMENDMENT TO THE PURCHASE PLAN.
INDEPENDENT PUBLIC ACCOUNTANTS
Coopers & Lybrand L.L.P., independent public accountants, served as
the independent auditors of the Company for the fiscal year ended December 31,
1994. A representative of Coopers & Lybrand L.L.P. will be in attendance at
the annual meeting and will have the opportunity to make a statement and to
respond to appropriate questions from shareholders.
12
<PAGE> 15
SHAREHOLDER PROPOSALS
Proposals submitted by shareholders for inclusion in the Board of
Directors' proxy statement and proxy for the 1996 Annual Meeting of
Shareholders must be received by the Corporate Secretary of the Company no
later than December 1, 1995, and must comply in all other respects with
applicable rules and regulations of the Securities and Exchange Commission
relating to such inclusion.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Act")
requires directors and certain officers of the Company and persons or entities
holding beneficial ownership of more than 10% of the Company's equity
securities to file under the Act reports of beneficial ownership and reports of
changes in beneficial ownership. Based solely upon review of the reports and
amendments thereto under Section 16(a) of the Act furnished to the Company
during its most recent fiscal year, all Section 16(a) reports were filed on a
timely basis.
ANNUAL REPORT TO SHAREHOLDERS
A copy of the Company's Annual Report for 1994, containing financial
statements for the year ended December 31, 1994, is being furnished to each
shareholder of record at the close of business on March 17, 1995.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1994, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
EXCLUDING CERTAIN EXHIBITS THERETO, MAY BE OBTAINED, WITHOUT CHARGE, BY
CONTACTING MR. STEVEN V. ABRAMSON, CORPORATE SECRETARY, ROY F. WESTON, INC., 1
WESTON WAY, WEST CHESTER, PENNSYLVANIA 19380-1499.
OTHER BUSINESS
The management has no present intention of bringing any other business
before the meeting, and has not been informed of any other matters that are to
be presented at the meeting. If any such business is properly presented,
however, the persons named in the enclosed proxy will vote in accordance with
their best judgment.
By Order of the Board of Directors,
Steven V. Abramson
Corporate Secretary
April 3, 1995
13
<PAGE> 16
[LOGO] PRINTED ON RECYCLED PAPER
<PAGE> 17
/x/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
<TABLE>
<CAPTION>
THE BOARD OR DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2
<S> <C> <C>
FOR WITHELD NOMINEES: J. Bordogna FOR AGAINST ABSTAIN
1. ELECTION OF / / / / H.L. Diamond 2. Ratification and approval of / / / / / /
DIRECTORS K.S. Fittipaldi amendment to Company's Employee
FOR, EXCEPT VOTES WITHHELD FROM THE R.G. Jahn Stock Purchase Plan to increase
FOLLOWING NOMINEE(S): J.E. Ksansnak the number of shares reserved
P.J. Marks for issuance thereunder by
W.J. Marrazzo 450,000.
M.C. Murphy
M.O. Schlanger THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
A.F. Thompson MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S).
S.C. Vorndran IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
R.F. Weston PROPOSALS 1 AND 2.
--------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.
SERIES A COMMON STOCK
</TABLE>
<TABLE>
<S> <C> <C> <C>
SIGNATURE DATE SIGNATURE DATE
------------------------------------ --------------------- ------------------------------ ------------
SIGNATURE IF HELD JOINTLY
</TABLE>
NOTE: Please sign exactly as your name appears hereon. When signing as attorney,
executor, administrator, trustee, guardian, or in any other representative
capacity, please so indicate.
ROY F. WESTON, INC.
COMMON STOCK
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS MAY 8, 1995
The undersigned hereby appoints A. Frederick Thompson, M. Christine Murphy and
Steven V. Abramson as proxies, each with the power to appoint a substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side, all the shares of Common Stock of Roy F. Weston, Inc. held of record by
the undersigned on March 17, 1995 at the Annual Meeting of Shareholders to be
held on May 8, 1995, or any adjournment thereof.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE VOTE, SIGN ON REVERSE SIDE AND RETURN PROMPTLY.
<PAGE> 18
/x/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
<TABLE>
<CAPTION>
THE BOARD OR DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2
<S> <C> <C>
FOR WITHELD NOMINEES: J. Bordogna FOR AGAINST ABSTAIN
1. ELECTION OF / / / / H.L. Diamond 2. Ratification and approval of / / / / / /
DIRECTORS K.S. Fittipaldi amendment to Company's Employee
FOR, EXCEPT VOTES WITHHELD FROM THE R.G. Jahn Stock Purchase Plan to increase
FOLLOWING NOMINEE(S): J.E. Ksansnak the number of shares reserved
P.J. Marks for issuance thereunder by
W.J. Marrazzo 450,000.
M.C. Murphy
M.O. Schlanger THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
A.F. Thompson MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S).
S.C. Vorndran IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
R.F. Weston PROPOSALS 1 AND 2.
--------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.
SERIES A COMMON STOCK
</TABLE>
<TABLE>
<S> <C> <C> <C>
SIGNATURE DATE SIGNATURE DATE
------------------------------------ --------------------- ------------------------------ ------------
SIGNATURE IF HELD JOINTLY
</TABLE>
NOTE: Please sign exactly as your name appears hereon. When signing as attorney,
executor, administrator, trustee, guardian, or in any other representative
capacity, please so indicate.
ROY F. WESTON, INC.
SERIES A COMMON STOCK
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS MAY 8, 1995
The undersigned hereby appoints A. Frederick Thompson, M. Christine Murphy and
Steven V. Abramson as proxies, each with the power to appoint a substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side, all the shares of Series A Common Stock of Roy F. Weston, Inc. held of
record by the undersigned on March 17, 1995 at the Annual Meeting of
Shareholders to be held on May 8, 1995, or any adjournment thereof.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE VOTE, SIGN ON REVERSE SIDE AND RETURN PROMPTLY.
