<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
/X/ Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
/ / 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)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 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 transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- ---------------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
[LOGO]
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
1 Weston Way
West Chester, PA 19380-1499
April 15, 1996
TO ALL HOLDERS OF SHARES OF SERIES A COMMON STOCK AND
COMMON STOCK OF ROY F. WESTON, INC.
The 1996 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 20, 1996, at 11:00 a.m. local time, to consider and take
action on the following matters:
(1) Election of 11 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 15, 1996, 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
PROXY STATEMENT
FOR 1996 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 20, 1996 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 15, 1996. 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 15, 1996 (the "Record Date"), the
Company had outstanding 2,111,634 shares of Common Stock and 7,424,227 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.
Neither abstentions nor broker non-votes are counted in determining the number
of votes at the meeting.
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<PAGE> 4
PRINCIPAL SHAREHOLDERS
The table set forth below shows, as of March 15, 1996, 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.
<TABLE>
<CAPTION>
NAME AND NUMBER OF SHARES NUMBER OF SHARES OF PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
ADDRESS OF OF COMMON SERIES A COMMON CAPITAL STOCK COMMON SERIES A AGGREGATE
BENEFICIAL OWNER(1) STOCK STOCK BENEFICIALLY STOCK COMMON VOTING POWER(3)
BENEFICIALLY OWNED (2) STOCK
OWNED (2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Trustee under the
Roy F. Weston, Inc.
Employee Savings
Plan(4) -- 1,358,801 14.2% -- 18.3% 4.8%
The TCW Group, Inc.(5) -- 657,900 6.9% -- 8.9% 2.3%
Pioneering Management Corp.(6) -- 547,000 5.7% -- 7.4% 1.9%
FMR Corp.(7) -- 393,800 4.1% -- 5.3% 1.4%
RFW Partnership, Ltd.(8) 438,081 -- 4.6% 20.7% -- 15.3%
Roy F. Weston(8)(9) 578,081 70,593 6.8% 27.4% * 20.5%
A. Frederick Thompson(8)(9)(10) 1,010,039 3,103 10.6% 47.8% * 35.4%
William J. Marrazzo -- 51,441(11) * -- * *
Peter J. Marks 13,000 19,225(11) * * * *
M. Christine Murphy -- 28,543(11) * -- * *
Steven C. Vorndran -- 31,199(11) * -- * *
Wayne F. Hosking, Jr.(9) 89,672 2,528 * 4.2% * 3.2%
Thomas M. Swoyer, Jr.(9) 89,672 420 * 4.2% -- 3.1%
Joseph Bordogna -- 1,000 * -- * *
Henry L. Diamond -- 2,000 * -- * *
Robert G. Jahn 100 -- * * -- *
James E. Ksansnak -- 1,500 * -- * *
Marvin O. Schlanger -- 2,000 * -- * *
Katherine W. Swoyer(8)(9)(10) 1,119,840 872 11.8% 53.0% * 39.2%
All directors and
executive officers as
a group (7 persons with
respect to Common
Stock and 13 persons
with respect to Series A
Common Stock)(12) 1,848,622 223,901(11) 21.7% 87.5% 3.0% 65.2%
</TABLE>
* Less than 1%.
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(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 March 1, 1996, 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.
(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) The Company received a copy of Schedule 13G, dated February 12, 1996,
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.
(6) The Company received a copy of Schedule 13G, dated January 26, 1996,
filed with the Securities and Exchange Commission by Pioneering
Management Corporation, 60 State Street, Boston, MA 02114. Pioneering
Management Corporation had sole voting and dispositive power over
547,000 shares, as investment adviser to an investment company that
beneficially owns such shares.
(7) The Company received a copy of Schedule 13G, dated February 14, 1996,
filed with the Securities and Exchange Commission by FMR Corp., 82
Devonshire Street, Boston, MA 02109. FMR Corp. had sole dispositive
power over 393,800 shares, as investment adviser to an investment
company that beneficially owns such shares.
(8) RFW Partnership, Ltd., is a partnership in which RFW Enterprises,
Ltd., Susan W. Thompson, and Katherine W. Swoyer are general partners.
Susan W. Thompson is a daughter of Roy F. Weston and wife of A.
Frederick Thompson. Katherine W. Swoyer, a director, is a daughter
of Roy F. Weston. Roy F. Weston is president of RFW Enterprises, Ltd.
In the event of a termination or liquidation of the partnership, all
shares that have not been previously allocated to the limited partners
shall revert to the ownership of Roy F. Weston and his spouse,
Madeleen E. Weston. All shares are included in the amounts
beneficially owned by each of Roy F. Weston, A. Frederick Thompson,
and Katherine W. Swoyer.
(9) A certain Voting Trust Agreement dated June 30, 1986 (the "Voting
Trust") for which A. Frederick Thompson, Robert G. Jahn, and Katherine
W. Swoyer were co-trustees was terminated by a majority of the
trustees in March 1996. The Common Stock held by the Voting Trust was
distributed to the following beneficial shareholders: Katherine W.
Swoyer, 353,813 shares; Susan W. Thompson, 351,083 shares; A.
Frederick Thompson, 45,255 shares; Madeleen E. Weston, spouse of Roy
F. Weston, 4,095 shares; Katherine W. Swoyer and Susan W. Thompson as
co-trustees under Deed of Trust dated March 5, 1969, 175,620 shares;
Ansel F. Thompson III, grandchild of Roy F. Weston and son of Susan W.
and A. Frederick Thompson, 103,181 shares; Jennifer T. Hosking,
grandchild of Roy F. Weston, daughter of Susan W. and A. Frederick
Thompson, and wife of Wayne F. Hosking, Jr., 89,672 shares; Melissa
T. Kalucki, grandchild of Roy F. Weston and daughter of Susan W. and
A. Frederick Thompson, 89,672 shares; Thomas M. Swoyer, Jr.,
grandchild of Roy F. Weston and son of Katherine W. Swoyer and the
late Thomas M. Swoyer, 89,672 shares; Patrick Swoyer, grandchild of
Roy F. Weston and son of Katherine W. Swoyer and the late Thomas M.
Swoyer, 76,163 shares; and Katherine W. Swoyer, as trustee for Sarah
W. Swoyer, grandchild of Roy F. Weston and daughter of Katherine W.
Swoyer and the late Thomas M. Swoyer, 76,163 shares.
(10) Katherine W. Swoyer and Susan W. Thompson share voting power as
trustees under Deeds of Trust dated March 5, 1969 over 175,620 shares.
These shares are reflected in the beneficial ownership of A. Frederick
Thompson and Katherine W. Swoyer.
(11) Includes the following number of shares which may be obtained upon the
exercise of options exercisable within 60 days of March 15, 1996:
William J. Marrazzo, 25,440 shares; Peter J. Marks, 16,720 shares; M.
Christine Murphy, 18,720 shares; Steven C. Vorndran, 22,420 shares;
and all directors and executive officers as a group, 89,860 shares.
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<PAGE> 6
(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.
The following sets forth pertinent information with respect to
nominees for director:
ROY F. WESTON, P.E., DEE, 84, CHAIRMAN OF THE BOARD. DIRECTOR SINCE 1957. Mr.
Weston has been the Chairman of the Board since March 1996. He was Chairman
Emeritus from October 1991 to March 1996, 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 W. Swoyer, the father-in-law of A.
Frederick Thompson, grandfather of the wife of Wayne F. Hosking, Jr., and
grandfather of Thomas W. Swoyer, Jr.
WILLIAM J. MARRAZZO, 46, 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 Holdings, Inc., a wholly-owned
subsidiary of the Company. 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.
JOSEPH BORDOGNA, PH.D., 63, 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., 63, 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.
WAYNE F. HOSKING, JR., ESQ., 30, MARKET DEVELOPMENT PROFESSIONAL. DIRECTOR
SINCE 1996. Mr. Hosking has been employed by the Company since 1988. Since
1990, he has held various positions in client services, marketing, and sales
capacities. He is currently employed as a Market Development Professional in
the Rockville, Maryland, office, serving the needs of the Company's Washington,
DC, clients. Mr. Hosking is a son-in-law of A. Frederick Thompson and is
married to the granddaughter of Roy F. Weston.
ROBERT G. JAHN, PH.D., 66, 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, 56, EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
ARAMARK CORPORATION. DIRECTOR SINCE 1995. 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
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<PAGE> 7
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. and Advanta Corp.
MARVIN O. SCHLANGER, 48, 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 1995. Previously, he
was Senior Vice President, since 1989; Chief Financial Officer from 1989 to
1993; and Vice President, Worldwide Business Management from 1988 to 1989 of
ARCO Chemical Company. He is a director of ARCO Chemical Company.
KATHERINE W. SWOYER, 48, PRESIDENT OF INTERNATIONAL CORPORATE TRAVEL SERVICES,
INC. DIRECTOR SINCE 1992. Ms. Swoyer is owner and president of International
Corporate Travel Services, Inc. ("Intercorp"), a travel agency formed in 1994.
Ms. Swoyer is a daughter of Roy F. Weston, the sister-in-law of A. Frederick
Thompson, and the mother of Thomas M. Swoyer, Jr.
THOMAS M. SWOYER, JR., 25, JUNIOR MARKETING ANALYST. DIRECTOR SINCE 1996. Mr.
Swoyer has been employed by the Company since 1987. Since 1991, he has held
the position of Junior Marketing Analyst in the Strategic Marketing and
Proposal Management Departments of the Company. Mr. Swoyer is a grandchild of
Roy F. Weston and son of Katherine W. Swoyer and the late Thomas M. Swoyer,
former President of Roy F. Weston, Inc. from 1984 to 1989.
A. FREDERICK THOMPSON, PH.D., P.E., 54, DIRECTOR SINCE 1975. Dr. Thompson
served as Chairman of the Board from October 1991 to March 1996. Dr. Thompson
served as the Vice Chairman from 1989 to 1991; Executive Vice President from
1987 to 1990; Vice President, Quality Assurance and Finance from 1980 to 1987;
and as 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 as a director of Weston International Holdings,
Inc., a wholly-owned subsidiary of the Company. Dr. Thompson is a son-in-law
of Roy F. Weston, father-in-law of Wayne F. Hosking, Jr., and the
brother-in-law of Katherine W. Swoyer.
BOARD ORGANIZATION AND COMPENSATION
ORGANIZATION
The Company's Board of Directors held six meetings during 1995. 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 three meetings during 1995, and its
members are Roy F. Weston (Chairman), A. Frederick Thompson, William J.
Marrazzo, Katherine W. Swoyer, and Joseph Bordogna. 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 the by-laws of
the Company and by applicable law. During 1995, the members of the Executive
Committee were Roy F. Weston, A. Frederick Thompson, William J. Marrazzo,
Peter J. Marks, M. Christine Murphy, and Steven C. Vorndran. In January 1996,
the membership of the Executive Committee was modified as described above.
The Audit Committee held four meetings during 1995, and its members
are Joseph Bordogna (Chairman), Katherine W. Swoyer, 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; to review recommendations made by the independent
accountants, the internal audit department, and the Company's financial
officers; and to review related party transactions.
The Compensation Committee held three meetings during 1995, and its
members are Marvin O. Schlanger (Chairman), Joseph Bordogna, Henry L. Diamond,
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
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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.
The Nominating Committee held two meetings during 1995, 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 not employees of the Company receive an annual
retainer of $12,000 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. Directors who are officers of the Company
receive no additional compensation for their services as a director. Directors
who are employees and not officers receive the same fee as directors who are
not employees reduced by their salary for the days that they participate in a
meeting of the Board or a Committee.
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 1995.
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 1995, 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 the 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. An executive can receive between zero and twice his/her
Guideline SAR, depending upon performance in relation to established corporate
and personal goals. In 1995, the executive officers' Guideline SARs ranged
from 35% to 50% of their Base Salary. 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 year as compared to that year's minimum, target, and maximum
contribution goals as set annually by the Board of Directors. The personal
performance factor is a qualitative and quantitative 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
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performance goals, an 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 the comparable peer group salary.
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 increases
in shareholder value. In 1995, the 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 1995 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 and the Company
saw its financial results improve over the prior year, insofar as the financial
results for 1995 did not meet the expectations set in the Company's 1995
operating plan, the SAR payments made to the CEO for 1995 totaled $28,350,
11.25% 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
Roy F. Weston
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Roy F. Weston, the founder and Chairman of the Board of the Company,
received a salary of $275,002 in 1995 in his capacity as Chairman Emeritus.
Mr. Weston also serves as a member of the Compensation Committee.
Roy F. Weston has an employment agreement with the Company that
provides that he will be an employee of the Company 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, 1993, 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 1995 and expects to continue to retain the firm
in fiscal 1996. The amount of the fees paid to the firm in 1995 did not exceed
five percent of the law firm's gross revenues for the firm's last full fiscal
year.
Katherine W. Swoyer, a director, is President and sole shareholder of
Intercorp, a travel services agency which has provided services to the Company
since 1994. Effective January 2, 1996, the Company and Intercorp have agreed
to a revised arrangement pursuant to which Intercorp will receive an annual
management fee, payable in monthly installments, for providing such services to
the Company. The arrangement runs for a term of three years, terminating at
the end of 1998. The annual fee will be an amount equal to $550,000, less all
commissions, fees, and other payments received by Intercorp from any travel
service vendor/provider in respect of Company-related travel up to a specified
maximum amount
7
<PAGE> 10
determined by reference to anticipated annual travel volume. All such
commissions, fees, and other payments shall be paid to the Company. In
addition, in an effort to maximize potential cost savings and service
enhancements, the Company and Intercorp will share commissions in excess of a
specified maximum amount and will share in additional savings resulting from
negotiations with vendors/providers. Intercorp's profit relative to the
Company's travel services is limited by the agreement to no more than 3%
pre-tax of its gross revenue and any excess shall be paid to the Company. The
terms of the agreement with Intercorp were reviewed and approved by the
disinterested members of the Audit Committee and the Board of Directors of the
Company.
SUMMARY COMPENSATION TABLE
The following table shows, for the fiscal years ended December 31,
1995, 1994, and 1993, 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 1995 $252,000 $ 28,350 N/A $0 4,400 $0 $4,500
President and Chief 1994 $252,000 $ 25,200 N/A $0 4,400 $0 $4,500
Executive Officer 1993 $250,868 $ 26,775 N/A $0 4,400 $0 $4,497
A. F. Thompson 1995 $257,250 $ 27,332 N/A $0 N/A $0 $4,500
Chairman of the 1994 $257,251 $ 25,724 N/A $0 N/A $0 $4,500
Board (3) 1993 $256,260 $ 25,724 N/A $0 N/A $0 $4,497
S. C. Vorndran 1995 $182,000 $ 15,125 N/A $0 3,600 $0 $4,500
Exec. Vice President 1994 $169,938 $ 17,439 N/A $0 4,000 $0 $4,497
Corporate Development 1993 $168,083 $ 16,800 N/A $0 4,000 $0 $4,497
M.C. Murphy 1995 $170,993 $ 17,440 N/A $0 3,600 $0 $4,500
Exec. Vice President 1994 $159,973 $ 18,926 N/A $0 3,600 $0 $4,500
and Chief Financial 1993 $137,960 $ 13,648 N/A $0 3,600 $0 $4,497
Officer
P. J. Marks 1995 $163,499 $ 21,583 N/A $0 3,600 $0 $4,500
Exec. Vice President 1994 $150,010 $ 21,331 N/A $0 2,800 $0 $4,498
and Chief Operating 1993 $148,220 $ 24,518 N/A $0 2,800 $0 $4,497
Officer
</TABLE>
(1) Includes amounts under the SAR program. Payments under the SAR program
are included under the caption "Bonus" because the SAR program 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) In March 1996, Dr. Thompson resigned as Chairman of the Board,
although he remains a director and member of the Executive Committee.
Dr. Thompson will receive severance payments for 24 months from April
1, 1996, at a rate of $23,715 per month, substantially equivalent to
his compensation for 1995. Dr. Thompson will also receive medical
benefits for the 24-month period and will be fully vested in all
retirement programs of the Company in which he participates.
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 or she 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 65, 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 1995, not including any Social Security
benefits. The projected annual retirement benefits under the Retirement Plan
are computed according to the Internal Revenue Code's (IRC) limit on annual
pension benefits. For 1995 and 1996, the limitation is $120,000. In addition,
the projected annual retirement benefit is calculated using the compensation
limited to $150,000 -- the IRC's maximum salary limitation for 1995 as amended
by the Omnibus Budget Reconciliation Act of 1993 (OBRA '93).
<TABLE>
<CAPTION>
YEARS OF SERVICE AS OF NORMAL RETIREMENT
ANNUAL PENSION BENEFITS DECEMBER 31, 1995 DATE
----------------------- ----------------- ----
<S> <C> <C> <C>
William J. Marrazzo $58,273 7.1 July 1, 2014
A. Frederick Thompson $69,531 28.2 November 1, 2006
Steven C. Vorndran $50,018 6.9 May 1, 2012
M. Christine Murphy $50,562 5.3 March 1, 2014
Peter J. Marks $62,820 30.5 January 1, 2007
</TABLE>
The Company also provides supplemental retirement income through the
Retirement Income Restoration Plan (the "Restoration Plan"). The Restoration
Plan was adopted in 1995 by the Board of Directors and is a non-qualified plan
for federal income tax purposes. It covers all employees eligible to
participate in the Retirement Plan whose annual compensation after January 1,
1994 exceeds the OBRA '93 maximum salary limitation. The Restoration Plan
provides a monthly retirement income benefit and is intended to make up the
benefit cutback due to the OBRA '93 maximum salary limitation. For each year
an employee is a participant, he or she will accrue a benefit equal to 1.15% of
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, but is limited to the
IRC's maximum salary limit before the OBRA '93 amendment. This limit is
$245,000 for 1995. The benefit accrual calculated under the Restoration Plan
is then reduced by the Retirement Plan pension benefit accrual.
All other provisions of the Restoration Plan such as vesting and early
retirement are generally the same as the Retirement Plan. No benefits were
paid pursuant to the Restoration Plan in 1995.
The projected annual Restoration Plan 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 1995 limited to the pre-OBRA '93 level, not
including Social Security benefits was $29,172 for Mr. Marrazzo, $18,247 for
Dr. Thompson, $13,980 for Mr. Vorndran, $12,768 for Ms. Murphy, and $7,243 for
Mr. Marks.
INSURANCE AND SUPPLEMENTAL RETIREMENT BENEFITS
The Company has purchased an insurance policy on the life of Roy F.
Weston, Chairman of the Board, in the amount of $4 million. The cash premium
paid by the Company for 1995 was $259,355. The cash surrender value of the
policy increased by $326,000 during 1995.
9
<PAGE> 12
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.
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 $36,000 for Mr. Marks.
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.
Ms. Katherine W. Swoyer, 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 1995, the
Company paid Ms. Swoyer $80,000 pursuant to this plan. The Company is
obligated to make payments of $80,000 for each of the next 4 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 1995 PRICE DATE VALUE (1)
---- ------- ----------------- ----- ---- ---------
<S> <C> <C> <C> <C> <C>
W. J. Marrazzo 4,400 (2) 4.58% $5.19 2/13/2005 $17,966
A. F. Thompson 0 0% N/A N/A $0
S.C. Vorndran 3,600 (2) 3.75% $5.19 2/13/2005 $14,724
M.C. Murphy 3,600 (2) 3.75% $5.19 2/13/2005 $14,724
P. J. Marks 3,600 (2) 3.75% $5.19 2/13/2005 $14,724
</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 $4.09 based on the
following defined option terms and assumptions: (a) a stock price of
$5.19; (b) an exercise price of $5.19; (c) a term of 10 years; (d) a
risk-free interest rate of 7.75%, which represents the yield on a
30-year zero coupon bond with a maturity date corresponding to that of
the option; (e) a dividend yield of 0%, representing the stock's
current yield; and (f) a stock price volatility rate
10
<PAGE> 13
of 62.81% 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% per year beginning on the first anniversary of grant
and terminate 10 years from date of grant.
The following table sets forth certain information regarding the
number and value, as of December 31, 1995, 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, 1995.
AGGREGATED OPTION EXERCISES IN 1995 AND DECEMBER 31, 1995 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED DECEMBER 31, 1995 DECEMBER 31, 1995
ON VALUE ----------------- -----------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. J. Marrazzo 0 N/A 20,960 14,240 $0 $0
A. F. Thompson 0 N/A N/A N/A N/A N/A
S. C. Vorndran 0 N/A 17,800 13,800 $0 $0
M.C. Murphy 0 N/A 15,520 13,280 $0 $0
P. J. Marks 0 N/A 14,080 9,120 $0 $0
</TABLE>
The table does not include the value of unexercised options which were
out-of-the-money at December 31, 1995.
11
<PAGE> 14
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, 1990
and that all dividends were reinvested. The stock price performance in the
graph below is not indicative of future price performance.
COMPARATIVE FIVE-YEAR TOTAL RETURNS
[GRAPH]
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Name 1990 1991 1992 1993 1994 1995
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Roy F. Weston, Inc. 100.00 204.00 216.00 116.00 92.00 82.00
- ---------------------------------------------------------------------------------------------------------
Russell 2000 Index 100.00 146.05 172.94 205.64 201.56 258.89
- ---------------------------------------------------------------------------------------------------------
Value Line Environmental 100.00 112.78 114.12 87.38 89.25 102.98
Services Index
- ---------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE> 15
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 11, 1996 reserving an additional
400,000 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 668,723.
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 SAR
program. The Purchase Plan is administered on behalf of the Company by a
committee appointed by the Board of Directors. As of December 31, 1995,
1,756,277 shares have been issued under the Purchase Plan. During 1995,
341,603 shares were issued, of which 1,958 shares were purchased by Mr.
Marrazzo, 653 shares were purchased by Dr. Thompson, 827 shares were purchased
by Mr. Vorndran, 1,323 shares were purchased by Ms. Murphy, and 653 shares were
purchased by Mr. Marks. All executive officers as a group purchased 5,574
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 ACCOUNTANTS
Coopers & Lybrand L.L.P., independent accountants, served as the
independent auditors of the Company for the fiscal year ended December 31,
1995. 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.
SHAREHOLDER PROPOSALS
Proposals submitted by shareholders for inclusion in the Board of
Directors' proxy statement and proxy for the 1997 Annual Meeting of
Shareholders must be received by the Corporate Secretary of the Company no
later than December 1, 1996, and must comply in all other respects with
applicable rules and regulations of the Securities and Exchange Commission
relating to such inclusion.
13
<PAGE> 16
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 1995, containing financial
statements for the year ended December 31, 1995, is being furnished to each
shareholder of record at the close of business on March 15, 1996.
A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, 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 15, 1996
14
<PAGE> 17
ROY F. WESTON, INC.
COMMON STOCK
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS MAY 20, 1996
The undersigned hereby appoints Roy F. Weston, 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 15, 1996 at the Annual Meeting of
Shareholders to be held on May 20, 1996, 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
VOTE AS IN THIS
EXAMPLE.
FOR WITHHELD
1. ELECTION OF / / / /
DIRECTORS
FOR, EXCEPT VOTES
WITHHELD FROM THE FOLLOWING NOMINEE(S):
- -----------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C>
NOMINEES: J. Bordogna 2. Ratification and approval of amendment to / / / / / /
H. L. Diamond Company's Employee Stock Purchase Plan to
W. F. Hosking, Jr. increase the number of shares reserved for
R. G. Jahn issuance thereunder by 400,000.
J. E. Ksansnak
W. J. Marrazzo THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
M. O. Schlanger BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
K. W. Swoyer VOTED FOR PROPOSALS 1 AND 2.
T. M. Swoyer, Jr.
A. F. Thompson
R. F. Weston PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
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.
<PAGE> 19
ROY F. WESTON, INC.
SERIES A COMMON STOCK
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS MAY 20, 1996
The undersigned hereby appoints Roy F. Weston, 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 15, 1996 at the Annual Meeting of
Shareholders to be held on May 20, 1996, or any adjournment thereof.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE VOTE, SIGN ON REVERSE SIDE AND RETURN PROMPTLY.
<PAGE> 20
/X/ PLEASE MARK YOUR
VOTE AS IN THIS
EXAMPLE.
FOR WITHHELD
1. ELECTION OF / / / /
DIRECTORS
FOR, EXCEPT VOTES WITHHELD FROM THE FOLLOWING NOMINEE(S):
- -----------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C>
NOMINEES: J. Bordogna 2. Ratification and approval of amendment to / / / / / /
H. L. Diamond Company's Employee Stock Purchase Plan to
W. F. Hosking, Jr. increase the number of shares reserved for
R. G. Jahn issuance thereunder by 400,000.
J. E. Ksansnak
W. J. Marrazzo THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
M. O. Schlanger BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
K. W. Swoyer VOTED FOR PROPOSALS 1 AND 2.
T. M. Swoyer, Jr.
A. F. Thompson
R. F. Weston 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.
