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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER
31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM
_________________TO_________________
COMMISSION FILE NUMBER 0-4643
ROY F. WESTON, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1501990
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 WESTON WAY
WEST CHESTER, PENNSYLVANIA 19380-1499
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 701-3000
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
SERIES A COMMON STOCK (PAR VALUE $.10 PER SHARE)
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of Series A Common Stock reported
in the NASDAQ National Market System on March 14, 1997, was approximately
$25,230,000. For the purposes of calculation, all executive officers and
directors of the Company and all beneficial owners of more than 10% of the
Company's stock were considered affiliates. As of March 14, 1997, the Registrant
had outstanding 7,547,787 shares of Series A Common Stock ($.10 par value) and
2,105,394 shares of Common Stock ($.10 par value).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's 1996 Annual Report to Shareholders are incorporated by
reference into Part II of this report. Items originally incorporated by
reference into Part III of this report from the Company's Proxy Statement are
filed herein. This amendment updates and supersedes Items 10 and 12 of
previously filed Forms 10-K and 10-K/A with respect to director nominees.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
In April 1997, shareholders holding an aggregate of approximately 45% of
the total shareholder vote informed the Chairman of the Board that they did not
intend to support the re-election of certain members of the current Board of
Directors. These shareholders requested that a new slate be nominated, that
would include Messrs. Armitage, Harvey, and Monetta and Ms. Bryant, because
these shareholders believed that the Company should redefine its strategy and
focus and that those individuals would best assist the Company in that effort.
Following discussion among the Directors and their representatives, these
shareholders asked that Messrs. Diamond, Ksansnak and Schlanger and Drs.
Bordogna and Jahn not stand for re-election. In light of the express intent of
these shareholders, Messrs. Diamond, Ksansnak and Schlanger and Drs. Bordogna
and Jahn notified the Company that they would not seek to be re-elected at the
1997 Annual Meeting.
The following sets forth pertinent information with respect to current
directors as well as director nominees:
AMBASSADOR RICHARD ARMITAGE, 52, PRESIDENT OF ARMITAGE ASSOCIATES, L. C.
Ambassador Armitage is engaged in a wide range of international business
development and public policy activities. He currently provides his professional
services to private sector companies to develop strategic business
opportunities. Prior to this, the Ambassador served the United States in
numerous diplomatic roles throughout the world, with particular emphasis in the
Pacific Rim, Middle East, and the New Independent States. Ambassador Armitage
has also served as Assistant Secretary of Defense for International Security
Affairs representing the U. S. Department of Defense in developing
politico-military relationships and initiatives throughout the world.
JOSEPH BORDOGNA, PH.D., 64, ACTING DEPUTY DIRECTOR, NATIONAL SCIENCE FOUNDATION.
CHAIRMAN OF THE BOARD. DIRECTOR SINCE 1983. Dr. Bordogna was elected
non-executive Chairman of the Board of Directors in July 1996. 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. Since September 1996, Dr. Bordogna has been
serving as Acting Deputy Director at the National Science Foundation in
Washington, DC. From September 1991 to September 1996, Dr. Bordogna had served
as the Director of Engineering at the National Science Foundation.
MAGALEN OHRSTROM BRYANT, 68, PRIVATE INVESTOR. Ms. Bryant is a private investor
in several companies. She is currently a board member and substantial
shareholder of, among others, the Dover, Carlisle, and O'Sullivan corporations,
all of which are industrial manufacturing businesses. Ms. Bryant also serves as
a director for several leading environmental foundations, including the National
Fish and Wildlife Foundation.
HENRY L. DIAMOND, ESQ., 64, PARTNER, BEVERIDGE & DIAMOND, P.C., 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.
THOMAS HARVEY, 48, CHAIRMAN OF THE GLOBAL ENVIRONMENT & TECHNOLOGY FOUNDATION.
Mr. Harvey is Chairman of the Global Environment & Technology Foundation, a
not-for-profit corporation that specializes in environmental technology
commercialization, information services, and sustainable development. He is also
Senior Vice President for Corporate Business Development for a Washington-based
strategic consulting group. Prior to this, Mr. Harvey spent 26 years in high
level positions in the U.S. Army, Department of Defense, White House, and
Congress. As a corporate executive, he specializes in developing business
opportunities in a broad range of U.S. and international arenas.
WAYNE F. HOSKING, JR., ESQ., 31, MARKETING 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 Marketing Development Professional,
serving the needs of the Company's Federal Programs' clients. Mr. Hosking is
licensed to practice law in the state of Colorado. Mr. Hosking is a son-in-law
of A. Frederick Thompson and is married to a granddaughter of Roy F. Weston.
ROBERT G. JAHN, PH.D., 67, 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
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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, 57, 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 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.
WILLIAM J. MARRAZZO, 47, 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.
DOMINIC MONETTA, 55, PRESIDENT OF RESOURCES ALTERNATIVES, INC. Dr. Monetta is
President of Resource Alternatives, Inc., a private corporation that assists
senior corporate executives in identifying business opportunities and
strengthening their corporate operations. Prior to this, Dr. Monetta was the
Deputy Director of Defense Research and Engineering (Research and Advanced
Technology) where he managed the $7.5 billion science and technology programs of
the U.S. Department of Defense. He has also held senior positions in the U.S.
Department of Energy, U.S. Navy and the Gas Research Institute.
MARVIN O. SCHLANGER, 49, 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, 49, 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., 26, 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., 55, 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.
ROY F. WESTON, P.E., DEE, 85, CHAIRMAN EMERITUS. DIRECTOR SINCE 1957. Mr. Weston
is the founder of Roy F. Weston, Inc. Mr. Weston served as Chairman of the Board
from March 1996 to July 1996. He was Chairman Emeritus from October 1991 to
March 1996 and resumed his role in that capacity in July 1996. Mr. Weston had
served as Chairman of the Board and Chief Executive Officer of the Company for
more than 35 years. 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
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 M.
Swoyer, Jr.
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Information regarding the Company's executive officers was included in Part I on
page 12 of the Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL SHAREHOLDERS
The table set forth below shows, as of March 14, 1997, 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 in the table have sole voting and investment power with respect to
all of the shares owned by them.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON NUMBER OF SHARES OF PERCENTAGE OF
NAME AND STOCK SERIES A COMMON PERCENTAGE OF SERIES A
ADDRESS OF BENEFICIALLY STOCK BENEFICIALLY PERCENTAGE OF COMMON COMMON
BENEFICIAL OWNER(1) OWNED (2) OWNED (2) CAPITAL STOCK STOCK STOCK
- ------------------- ---------------- ------------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Trustee under the
Roy F. Weston, Inc.
Employees' Savings
Plan(4) -- 1,217,950 12.6% -- 16.1%
The TCW Group, Inc.(5) -- 771,900 8.0% -- 10.2%
Pioneering Management Corp.(6) -- 612,000 6.3% -- 8.1%
Heartland Advisers, Inc.(7) -- 550,000 5.7% -- 7.3%
FMR Corp.(8) -- 393,800 4.1% -- 5.2%
RFW Partnership Limited(9) 438,081 -- 4.5% 20.8% --
Trustee under Deed
of Trust dated
March 5, 1969(10) 175,620 -- 1.8% 8.3% --
William J. Marrazzo -- 58,046(11) * -- *
Peter J. Marks 13,000 23,378(11) * * *
M. Christine Murphy -- 35,023(11) * -- *
Steven C. Vorndran -- 8,779 * -- *
Wayne F. Hosking, Jr.(12) 89,672 2,528 * 4.2% *
Thomas M. Swoyer, Jr. 89,672 420 * 4.2% *
Richard Armitage -- -- -- -- --
Joseph Bordogna -- 1,000 * -- *
Magalen O. Bryant -- -- -- -- --
Henry L. Diamond -- 2,000 * -- *
Thomas Harvey -- -- -- -- --
Robert G. Jahn 100 -- * * --
James E. Ksansnak -- 1,500 * -- *
Dominic Monetta -- -- -- -- --
Marvin O. Schlanger -- 2,000 * -- *
Katherine W. Swoyer(9)(10)(13) 429,976 26,984 4.7% 20.4% *
A. Frederick Thompson(9)(10)(14) 396,338 3,103 4.1% 18.8% *
Roy F. Weston(9)(15) 140,000 70,593 2.2% 6.6% *
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)(16) 1,772,459 236,225(11) 20.8% 84.2% 3.1%
* Less than 1%.
</TABLE>
<TABLE>
<CAPTION>
NAME AND PERCENTAGE OF
ADDRESS OF AGGREGATE
BENEFICIAL OWNER(1) VOTING POWER(3)
- ------------------- ---------------
<S> <C>
Trustee under the
Roy F. Weston, Inc.
Employees' Savings
Plan(4) 4.3%
The TCW Group, Inc.(5) 2.7%
Pioneering Management Corp.(6) 2.1%
Heartland Advisers, Inc.(7) 1.9%
FMR Corp.(8) 1.4%
RFW Partnership Limited(9) 15.3%
Trustee under Deed
of Trust dated
March 5, 1969(10) 6.1%
William J. Marrazzo *
Peter J. Marks *
M. Christine Murphy *
Steven C. Vorndran *
Wayne F. Hosking, Jr.(12) 3.2%
Thomas M. Swoyer, Jr. 3.1%
Richard Armitage --
Joseph Bordogna *
Magalen O. Bryant --
Henry L. Diamond *
Thomas Harvey --
Robert G. Jahn *
James E. Ksansnak *
Dominic Monetta --
Marvin O. Schlanger *
Katherine W. Swoyer(9)(10)(13) 15.1%
A. Frederick Thompson(9)(10)(14 13.9%
Roy F. Weston(9)(15) 5.1%
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)(16) 62.5%
* Less than 1%.
</TABLE>
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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 14, 1997, 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. Employees' Savings Plan ("Employees' Savings Plan"), and is located
at P.O. Box 2900, Valley Forge, PA 19482. Under the terms of the
Employees' Savings Plan and the Trust Agreement between Vanguard and the
Company, a Company committee has the right to direct the trustee how to
vote the shares held by the trustee.
(5) The Company received a copy of Schedule 13G, dated February 12, 1997,
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 771,900 shares.
(6) The Company received a copy of Schedule 13G, dated January 24, 1997, 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 612,000 shares, as
investment adviser to an investment company that beneficially owns such
shares.
(7) The Company received a copy of Schedule 13G, dated February 12, 1997,
filed with the Securities and Exchange Commission by Heartland Advisers,
Inc., 790 North Milwaukee Street, Milwaukee, WI 53202. Heartland Advisers,
Inc. had sole voting and dispositive power over 550,000 shares, as
investment adviser to an investment company that beneficially owns such
shares.
(8) The Company received a copy of Schedule 13G, dated February 14, 1997,
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 various investment companies
that beneficially owns such shares.
(9) RFW Partnership Limited is a limited partnership in which RFW Enterprises,
Inc., 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 is a daughter of Roy F. Weston. Roy F.
Weston is president of RFW Enterprises, Inc. Under the partnership
agreement, the shares held by the partnership are voted by direction of a
majority of the general partners.
(10) Katherine W. Swoyer and Susan W. Thompson, daughters of Roy F. Weston,
share voting power as trustees under Deeds of Trust dated March 5, 1969
over 175,620 shares.
(11) Includes the following number of shares which may be obtained upon the
exercise of options exercisable within 60 days of March 14, 1997: William
J. Marrazzo, 30,800 shares; Peter J. Marks, 20,080 shares; M. Christine
Murphy, 25,200 shares; and all directors and executive officers as a
group, 76,080 shares.
(12) Of the Common Stock reported as beneficially owned by Mr. Hosking, 89,672
are owned by his wife. Of the Series A Common Stock reported as
beneficially owned by Mr. Hosking, 155 shares are owned by his wife.
(13) Of the Common Stock reported as beneficially owned by Ms. Swoyer, 76,163
shares are registered in Ms. Swoyer's name as custodian for her minor
daughter.
(14) Of the Common Stock reported as beneficially owned by Dr. Thompson,
351,083 shares are owned by his wife, Susan W. Thompson.
(15) Of the Common Stock reported as beneficially owned by Mr. Weston, 70,000
shares are owned by his wife.
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(16) 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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, ROY F. WESTON, INC. has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized:
ROY F. WESTON, INC.
By: /s/ William J. Marrazzo
------------------------------------
William J. Marrazzo
President and Chief Executive Officer
(Duly authorized representative)
Date: May 9, 1997
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