<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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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:
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[ ] 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.:
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(3) Filing party:
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(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
[WESTON LOGO]
--------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 18, 1998
--------------------------------------------
1 Weston Way
West Chester, PA 19380-1499
April 10, 1998
TO ALL HOLDERS OF SHARES OF SERIES A COMMON STOCK AND
COMMON STOCK OF ROY F. WESTON, INC.
The 1998 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 18, 1998, 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) Such other business as may properly be brought before the
meeting.
The Board of Directors has fixed March 20, 1998 as the record date
for the meeting, 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 and any
adjournment thereof. All shareholders are cordially invited to attend the
meeting in person.
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,
Arnold P. Borish
Corporate Secretary
<PAGE> 3
PROXY STATEMENT
FOR 1998 ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
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 18, 1998 and at any adjournment or postponement
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, 1998. 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, for which they will not
be separately compensated.
The proxy may be revoked by a shareholder at any time before its
exercise, by giving written notice of such revocation, or by delivering a
properly executed proxy bearing a later date, to the Corporate 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. 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 20, 1998 (the "Record Date"), the
Company had outstanding 2,089,019 Common shares and 7,791,842 Series A Common
shares. Each Common share outstanding on the Record Date will entitle the holder
to one vote per share, and each Series A Common share outstanding will entitle
the holder to one-tenth of one vote per share, on each matter to be acted upon
at the meeting. The presence, in person or by proxy, of shareholders entitled to
cast at least a majority of the votes entitled to be cast by all shareholders of
record as of the Record Date will constitute a quorum. Shareholders do not have
cumulative voting rights in the election of directors. Nominees for director
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
cast at the meeting.
1
<PAGE> 4
1. ELECTION OF DIRECTORS
NOMINEES FOR DIRECTOR
The persons named in the enclosed proxy intend to vote for the
nominees for director 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 certain information with respect to the
nominees for director. Except as otherwise stated, each of the nominees has been
engaged in his or her principal occupation described below during the past five
years, and none of the organizations or corporations in which the nominees
worked was a parent, subsidiary or other affiliate of the Company. All family
relationships among directors and executive officers are described below.
Messrs. Carroll and Wolfe have not previously served as directors of the
Company.
RICHARD ARMITAGE, 53, PRESIDENT, ARMITAGE ASSOCIATES, L. C.
(DIRECTOR SINCE 1997). 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. Ambassador Armitage previously 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. He has
also served as Assistant Secretary of Defense for International Security
Affairs. He is currently a director of Selentec Corporation.
JESSE BROWN, 54, PRESIDENT AND CHIEF EXECUTIVE OFFICER, BROWN AND
ASSOCIATES. (DIRECTOR SINCE 1997). Mr. Brown formed Brown and Associates, a
consulting firm, in 1997, following 25 years of professional experience in
administrative and executive positions in the public sector. From 1993 to July
1997, he served in the President's Cabinet as Secretary for the Department of
Veterans Affairs. In this capacity he oversaw the second largest Federal
Department, with a budget of more than $39 billion and more than 240,000
employees. He currently serves as a director of Maximus, Inc.
THOMAS E. CARROLL, 54, PRESIDENT AND CHIEF EXECUTIVE OFFICER, MEDIQ
INCORPORATED. Mr. Carroll has worked in the health care industry for 32 years.
In 1990 he was appointed Executive Vice President and Chief Operating Officer of
MEDIQ/PRN and, in 1994, was named President of MEDIQ/PRN. In 1995, Mr. Carroll
was appointed to his current position as President and Chief Executive Officer
of MEDIQ Incorporated, which is engaged in the medical equipment rental
business. He currently serves as a director of MEDIQ Incorporated.
TOM HARVEY, 49, CHIEF EXECUTIVE OFFICER, GLOBAL ENVIRONMENT &
TECHNOLOGY FOUNDATION. (CHAIRMAN OF THE BOARD OF DIRECTORS SINCE 1997). Mr.
Harvey specializes in developing business opportunities in a broad range of U.S.
and international arenas. He is the founder of the Global Environment &
Technology Foundation, a non-profit corporation that promotes environmental
technology development and commercialization, and sustainable development. He is
also Chairman of Global Initiatives, Inc. and GlobeQuest International, Ltd.,
two private-sector firms engaged in the communications and international
marketing businesses, respectively. Previously, Mr. Harvey held a number of
senior-level positions in the U.S. Army, Department of Defense, White House, and
Congressional offices.
WAYNE F. HOSKING, JR., ESQ., 32, GOVERNMENT RELATIONS DIRECTOR, ROY
F. WESTON, INC. (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. In his current position he manages
the Company's government relations activities. Mr. Hosking is licensed to
practice law in the state of Colorado. He is the son-in-law of A. Frederick
Thompson, and is married to the granddaughter of Roy F. Weston and the niece of
Katherine W. Swoyer.
VICTOR E. MILLAR, 62, CHAIRMAN, THE COLUMBUS GROUP, L.L.C. (DIRECTOR
SINCE 1997). Mr. Millar became Chairman of the Columbus Group, a consolidation
of professional services firms, in January 1998. From 1995 to February, 1998, he
served as Executive Vice-President of AT&T Corporation, and Chairman and Chief
Executive Officer of its subsidiary, AT&T Solutions. From 1992 to 1995 he was
President of Unisys Corporation's Worldwide Information Services group. He
specializes in the management and operation of professional services firms, and
played a leading role in the development of a number of major consulting
organizations, including Andersen Consulting.
2
<PAGE> 5
KATHERINE W. SWOYER, 50, PRESIDENT OF INTERNATIONAL CORPORATE TRAVEL
SERVICES, INC. (DIRECTOR SINCE 1992 AND VICE-CHAIR OF THE BOARD OF DIRECTORS
SINCE 1997). Ms. Swoyer has been the owner and president of International
Corporate Travel Services, Inc. ("Intercorp"), a travel agency, since 1994. She
is the daughter of Roy F. Weston, the sister-in-law of A. Frederick Thompson,
the mother of Thomas M. Swoyer, Jr. and the aunt of Wayne F. Hosking, Jr.
THOMAS M. SWOYER, JR., 27, MARKET DEVELOPMENT PROFESSIONAL, ROY F.
WESTON, INC. (DIRECTOR SINCE 1996). Mr. Swoyer has been employed by the Company
since 1987. From 1991 to 1997, he held the position of Junior Marketing Analyst
in the Strategic Marketing and Proposal Management Departments of the Company.
In his present position he is responsible for one of the Company's key marketing
initiatives. Mr. Swoyer is the grandchild of Roy F. Weston, the son of Katherine
W. Swoyer and the late Thomas M. Swoyer, former President of the Company from
1984 to 1989, and the nephew of A. Frederick Thompson.
A. FREDERICK THOMPSON, PH.D., P.E., 56, PROGRAM DIRECTOR,
ENVIRONMENTAL TECHNOLOGY, NATIONAL SCIENCE FOUNDATION. (DIRECTOR SINCE 1975).
Dr. Thompson assumed his current position with the National Science Foundation
in 1997. Previously, he served as Chairman of the Board of the Company from
October 1991 to March 1996, Vice Chairman from 1989 to 1991, and Executive Vice
President from 1987 to 1990. Dr. Thompson is the son-in-law of Roy F. Weston,
the father-in-law of Wayne F. Hosking, Jr., the brother-in-law of Katherine W.
Swoyer, and the uncle of Thomas M. Swoyer, Jr.
ROY F. WESTON, P.E., DEE, 86, RETIRED. (DIRECTOR SINCE 1957). Mr.
Weston is the founder of Roy F. Weston, Inc. He 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 served
as Chairman of the Board and Chief Executive Officer of the Company for more
than 35 years. Mr. Weston is the father of Katherine W. Swoyer, the
father-in-law of A. Frederick Thompson, the grandfather of the wife of Wayne F.
Hosking, Jr., and the grandfather of Thomas M. Swoyer, Jr.
JAMES H. WOLFE, 65, CERTIFIED PUBLIC ACCOUNTANT. From 1968 through
1994, Mr. Wolfe was a partner in the accounting and consulting firm of Coopers &
Lybrand L.L.P., where he was responsible for overseeing the firm's professional
services to many of its largest clients and served as Regional Director of
Accounting, Auditing and SEC Consulting. Since his retirement from Coopers &
Lybrand L.L.P. on December 31, 1994, he has been providing accounting and
financial consulting services to selected corporations and other organizations.
ORGANIZATION OF THE BOARD OF DIRECTORS
The Company's Board of Directors held eight meetings during 1997.
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,
except for Ambassador Armitage.
The Board of Directors currently has an Executive Committee and an
Audit Committee. During 1997, the Board also had a Compensation Committee and a
Nominating Committee, which were dissolved in September 1997, in order to
streamline the Company's governance process. The functions of the Compensation
and Nominating Committees were assumed by the Executive Committee.
The Executive Committee held ten meetings during 1997, and its
members are Tom Harvey (Chairman), Dominic J. Monetta, Katherine W. Swoyer and
Roy F. Weston. Subject to certain limitations as prescribed by law, the
Executive Committee has the powers and authority of the Board of Directors in
the intervals between Board of Directors' meetings.
The Audit Committee held four meetings during 1997, and its members
are Roy F. Weston (Chairman), Magalen O. Bryant, Richard Armitage, Katherine W.
Swoyer, and A. Frederick Thompson. 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.
3
<PAGE> 6
The Compensation Committee held five meetings during 1997. The
Compensation Committee was responsible to review the compensation of the
executive officers of the Company; to provide background information and
recommendations to the Board of Directors concerning compensation, incentive,
and benefit policies for the Company; and to develop and maintain a management
succession program.
The Nominating Committee held two meeting during 1997. The
Nominating Committee was responsible to provide advice to the Chairman of the
Board concerning the selection of directors for the Company prior to their
election by the shareholders; and to consider all nominees or requests for
nomination to the Board of Directors which were submitted to the committee.
COMPENSATION OF DIRECTORS
The non-executive Chairman of the Board receives an annual retainer
of $45,000 and the non-executive Vice Chair of the Board receives an annual
retainer of $30,000. Each other director who is not an officer of the Company
receives an annual retainer of $12,000. The non-executive Chairman of the Board
and all other directors who are not officers of the Company also receive $1,500
plus travel expenses for each Board meeting they attend and for each Committee
meeting they attend that is not held on the same day as a meeting of the Board.
Fees payable to a director who is a non-officer employee of the Company are
reduced by that director's employee salary for the days that director attends a
meeting of the Board or a Board Committee. Mr. Harvey declined the retainer and
meeting fees which were payable to him in his role as non-executive Chairman of
the Board. The amounts which would have been payable to him were, at the
direction of the Board, paid to charitable organizations selected by the Company
after consultation with Mr. Harvey.
As part of the Company's turnaround strategy, current management has
engaged the ongoing services of certain new Board members and their businesses,
outside of the regular course of their duties as a director, in order to benefit
from the expertise possessed by those Board members and their businesses. These
engagements are described below under the headings "Executive
Management--Compensation Committee Interlocks and Insider Participation" and
"Executive Management--Other Relationships and Related Transactions". Each such
engagement has been approved by a majority of the disinterested members of the
Board of Directors.
2. 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.
4
<PAGE> 7
PRINCIPAL SHAREHOLDERS
The table set forth below shows, as of March 20, 1998, certain
information regarding the beneficial ownership of the Company's Common shares
and Series A Common shares 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 executive officers of the
Company named in the Summary Compensation Table appearing later in this Proxy
Statement, 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 SERIES
NUMBER OF COMMON A COMMON PERCENTAGE OF
NAME AND ADDRESS (1) SHARES (2)(19) SHARES(2)(3) CAPITAL STOCK
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Trustee under the
Roy F. Weston, Inc.
Retirement Savings Plan (4) -- 1,090,134 11.0
The TCW Group, Inc. (5) -- 760,400 7.7
Heartland Advisers, Inc. (6) -- 725,000 7.3
Franklin Advisory Services, Inc. (7) -- 580,000 5.9
Pioneering Management Corp. (8) -- 554,000 5.6
FMR Corp. (9) -- 393,800 4.0
RFW Partnership Limited (10) 438,081 -- 4.4
Trustees under 3/5/69
Deed of Trust (11) 162,111 -- 1.6
William L. Robertson -- 10,100 *
Patrick G. McCann (12) -- 11,920 *
William G. Mecaughey (12) -- 9,541 *
Dennis Moran (12) -- 2,400 *
William J. Marrazzo (13) -- 22,246 *
Peter J. Marks (13) -- 16,298 *
Richard Armitage -- -- --
Jesse Brown -- -- --
Magalen O. Bryant -- -- --
Thomas E. Carroll -- -- --
Tom Harvey -- 2,400 *
Wayne F. Hosking, Jr. (11)(14) 103,181 9,183 1.1
Victor E. Millar -- 10,000 *
Dominic J. Monetta -- 25,000 *
Katherine W. Swoyer (10)(11)(15) 429,976 872 4.4
Thomas M. Swoyer, Jr. (11) 89,672 420 *
A. Frederick Thompson (10)(11)(16) 396,338 3103 4.0
Roy F. Weston (10)(17) 180,000 35,893 2.2
James H. Wolfe -- -- --
All directors and
executive officers as
a group (18) 1,799,359 118,432 19.4
</TABLE>
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
PERCENTAGE OF SERIES A COMMON AGGREGATE VOTING
NAME AND ADDRESS (1) COMMON SHARES SHARES POWER (3)(19)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Trustee under the
Roy F. Weston, Inc.
Retirement Savings Plan (4) -- 14.0 3.8
The TCW Group, Inc. (5) -- 9.8 2.7
Heartland Advisers, Inc. (6) -- 9.3 2.5
Franklin Advisory Services, Inc. (7) -- 7.4 2.0
Pioneering Management Corp. (8) -- 7.1 1.9
FMR Corp. (9) -- 5.1 1.4
RFW Partnership Limited (10) 21.0 -- 15.3
Trustees under 3/5/69
Deed of Trust (11) 7.8 -- 5.7
William L. Robertson -- * *
Patrick G. McCann (12) -- * *
William G. Mecaughey (12) -- * *
Dennis Moran (12) -- * --
William J. Marrazzo (13) -- * *
Peter J. Marks (13) -- * *
Richard Armitage -- -- --
Jesse Brown -- -- --
Magalen O. Bryant -- -- --
Thomas E. Carroll -- -- --
Tom Harvey -- * *
Wayne F. Hosking, Jr. (11)(14) 4.9 * 3.6
Victor E. Millar -- * *
Dominic J. Monetta -- * *
Katherine W. Swoyer (10)(11)(15) 20.6 * 15.0
Thomas M. Swoyer, Jr. (11) 4.3 * 3.1
A. Frederick Thompson (10)(11)(16) 19.0 * 13.8
Roy F. Weston (10)(17) 8.6 * 6.4
James H. Wolfe -- -- --
All directors and
executive officers as
a group (18) 86.1 1.5 63.1
</TABLE>
* Less than 1%.
5
<PAGE> 8
(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 20, 1998, 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 Common shares and Series A Common
shares outstanding by one vote and one-tenth of one
vote per share, respectively.
(4) Vanguard Fiduciary Trust Company, P.O. Box 2900, Valley Forge,
PA 19482, is the trustee under the Roy F. Weston, Inc.
Retirement Savings Plan ("Retirement Savings Plan"). Under the
terms of the Retirement 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) Reflects ownership as reported on Schedule 13G, dated February
4, 1998, filed with the Securities and Exchange Commission by
The TCW Group, Inc., 865 South Figueroa Street, Los Angeles, CA
90017 and Robert Day, 200 Park Avenue, Suite 2200, New York,
New York 10166. This Schedule 13G states that The TCW Group,
Inc. and Robert Day (an individual who may be deemed to control
the TCW Group) had sole voting and dispositive power over
760,400 shares.
(6) Reflects ownership as reported on Schedule 13G/A, dated
February 6, 1998, filed with the Securities and Exchange
Commission by Heartland Advisers, Inc., 790 North Milwaukee
Street, Milwaukee, WI 53202. This Schedule 13G/A states that
Heartland Advisers, Inc. had sole voting and dispositive power
over 725,000 shares, as investment adviser pursuant to the
Investment Advisors Act of 1940.
(7) Reflects ownership as reported on Schedule 13G, dated February
10, 1998, filed with the Securities and Exchange Commission by:
Franklin Advisory Services, Inc., One Parker Plaza, Sixteenth
Floor, Fort Lee, NJ 07024; Franklin Resources, Inc., 777
Mariners Island Blvd., 6th Floor, San Mateo, California 94404,
as parent holding company; and Charles B. Johnson and Rupert H.
Johnson, Jr., 777 Mariners Island Blvd., 6th Floor, San Mateo,
California 94404, as principal shareholders of Franklin
Resources, Inc. This Schedule 13G states that Franklin Advisory
Services, Inc., as investment advisor, has sole voting and
dispositive power over 580,000 shares.
(8) Reflects ownership as reported on Schedule 13G/A, dated January
30, 1998, filed with the Securities and Exchange Commission by
Pioneering Management Corporation, 60 State Street, Boston, MA
02109. This Schedule 13G/A states that Pioneering Management
Corporation had sole voting and dispositive power over 554,000
shares, as investment adviser pursuant to the Investment
Advisors Act of 1940.
(9) Reflects ownership as reported on Schedule 13G, dated February
14, 1998, filed with the Securities and Exchange Commission by
FMR Corp., 82 Devonshire Street, Boston, MA 02109. This
Schedule 13G states that FMR Corp., as parent holding company,
had sole dispositive power over 393,800 shares; that a wholly
owned subsidiary of FMR Corp., Fidelity Management & Research
Company, as investment adviser under the Investment Advisors
Act of 1940 to various investment companies, is a beneficial
owner of such shares; that one of those investment companies,
Fidelity Low-Priced Stock Fund, is the owner of such shares;
and that voting power over such shares resides with the Board
of Trustees of the Fidelity Funds.
(10) 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 and Katherine W. Swoyer
are the daughters of Roy F. Weston. Roy F. Weston is the
President of RFW Enterprises, Inc., which is owned in equal
one-third shares by Roy F. Weston, Susan W. Thompson and
Katherine W. Swoyer. Under the partnership agreement, the
shares held by the partnership are voted by direction of a
majority of the general partners.
6
<PAGE> 9
(11) Katherine W. Swoyer and Susan W. Thompson, daughters of Roy F.
Weston, share voting power, as trustees under a Deed of Trust
dated March 5, 1969, over 162,111 Common shares. Thomas M.
Swoyer, Jr., a beneficiary of the trust, is entitled to
distribution of 13,509 Common shares from the trust on each of
his 30th and 35th birthdays. Wayne F. Hosking's wife, a
beneficiary of the trust, is entitled to distribution of 13,509
Common shares from the trust on her 35th birthday, as to which
shares Mr. Hosking disclaims beneficial ownership. A minor
daughter of Katherine W. Swoyer is one of the trust
beneficiaries and is entitled to distribution of 13,509 Common
shares from the trust on each of her 25th, 30th and 35th
birthdays. The trustees of the trust have agreed that the
trustees will vote the trust shares as may be directed by the
adult beneficiaries of the trust; and that if those
instructions are conflicting, they will vote the trust shares
pursuant to such instructions, allocating the votes on a pro
rata basis based on the adult beneficiaries' respective
beneficial ownership interests in the trust. None of the shares
reported in the Table as beneficially owned by the trust is
included in the shares listed as beneficially owned by Wayne F.
Hosking, Jr., Thomas M. Swoyer, Jr., Katherine W. Swoyer or A.
Frederick Thompson.
(12) Includes the following number of Series A Common shares which
may be obtained upon the exercise of options exercisable within
60 days of March 20, 1998: Mr. McCann, 7,920 shares, Mr.
Mecaughey, 3,440 shares and Mr. Moran, 2,400 shares; and all
directors and executive officers as a group, 13,760 shares.
(13) Mr. Marrazzo resigned as the Company's President and Chief
Executive Officer effective May 23, 1997; as a director of the
Company effective June 5, 1997; and as an employee of the
Company effective July 31, 1997. Mr. Marks resigned his
employment with the Company effective May 30, 1997. The shares
listed for Mr. Marks include 609 shares owned by his wife.
(14) Of the Common shares reported as beneficially owned by Mr.
Hosking, 103,179 shares are owned by his wife, and 1 share is
owned by his wife as custodian for their minor child. Of the
Series A Common shares reported as beneficially owned by Mr.
Hosking, 155 shares are owned by his wife and 4,700 shares are
owned by his wife as custodian for their minor child. Mr.
Hosking disclaims beneficial ownership of these Common and
Series A shares.
(15) Of the Common shares reported as beneficially owned by
Ms. Swoyer, 76,163 shares are registered in Ms. Swoyer's name
as custodian for her minor daughter.
(16) Of the Common shares reported as beneficially owned by Dr.
Thompson, 351,083 shares are owned by his wife, Susan W.
Thompson. Dr. Thompson disclaims beneficial ownership of these
shares.
(17) Of the Common shares reported as beneficially owned by Mr.
Weston, 70,000 shares are owned by his wife.
(18) 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.
(19) All Common shares included in the Table are held subject to a
Stock Pooling Agreement among the Company and certain holders
of the Company's Common shares, including all Common
shareholders listed in the Table. In any vote of the Company's
shareholders, all Common shares held by the parties to the
Stock Pooling Agreement will be voted in accordance with the
expressed will of the owners of a majority of those Common
shares. The parties to the Stock Pooling Agreement, most of
whom are members of the family of Roy F. Weston, hold more than
ninety-nine percent of the issued and outstanding Common
shares, representing approximately seventy-two percent of the
total voting power of all outstanding shares of the Company.
The agreement was effective January 2, 1998, and is for a five
year period unless terminated sooner in accordance with its
provisions. The agreement places certain transfer restrictions
on the Common shares held by the parties to the agreement and
also provides, in certain circumstances, for the Company to
exchange those Common shares for an equal number of Series A
Common shares.
7
<PAGE> 10
EXECUTIVE MANAGEMENT
EXECUTIVE OFFICERS
Officers are elected annually and hold office until their successors
are elected and qualified. The current executive officers of the Company are:
WILLIAM L. ROBERTSON, J.D., M.P.A., 52, PRESIDENT AND CHIEF
EXECUTIVE OFFICER. Mr. Robertson has served as President and Chief Executive
Officer of the Company since May 1997. Before joining the Company, he advised
corporations and municipalities on business development opportunities in the
environment and technology sectors. From 1996 to 1997, Mr. Robertson served as
the Chairman and founder of a software development firm, OneSoft, Inc. From 1993
to 1995, he served as President of Global Environment & Technology Foundation, a
non-profit corporation that promotes environmental technology development and
commercialization, and sustainable development. Before 1993, Mr. Robertson spent
over 20 years in various sectors of the U.S. Department of Defense, including
the U.S. Army Corps of Engineers, representing the U.S. government on a wide
variety of international and domestic issues. For the Corps, Mr. Robertson
served as the Associate Chief of Engineers (Strategic Initiatives), responsible
for program development and strategic direction for that agency.
PATRICK G. MCCANN, 44, CHIEF OPERATING OFFICER. Mr. McCann joined the
Company in October 1996 as Executive Vice President, Strategic Development. He
became Chief Operating Officer on June 1, 1997. From 1985 to 1996, Mr. McCann
was with Chemical Waste Management, an environmental services company based in
Oak Brook, IL. From 1995 to 1996, he was President of Advanced Environmental
Technical Services, a Chemical Waste Management affiliate. From 1993 to 1995,
Mr. McCann was President of the Technical Services Division of Chemical Waste
Management. From 1991 to 1993, he was a Vice President of Chemical Waste
Management.
WILLIAM G. MECAUGHEY, CPA, 42, VICE PRESIDENT, CHIEF FINANCIAL
OFFICER, AND TREASURER. Mr. Mecaughey joined the Company in 1991 as Vice
President and Corporate Controller. He has served as Chief Financial Officer
since May 1997 and became Treasurer in July 1997. Before joining the Company, he
was a senior manager with Ernst & Young LLP, an international accounting firm.
8
<PAGE> 11
SUMMARY COMPENSATION TABLE
The following table shows, for the fiscal years ended December 31,
1997, 1996, and 1995, 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 in 1997 whose cash compensation
exceeded $100,000 in all capacities in which they served ("named executive
officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1)
-----------------------------------------------------------------
NAME AND OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY BONUS (2) COMPENSATION
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
William L. Robertson 1997 $146,636 $12,580 N/A
President and Chief
Executive Officer
Patrick G. McCann 1997 $196,154 $40,940 N/A
Chief Operating Officer 1996 $37,019 6,250 N/A
William G. Mecaughey 1997 $116,191 $14,291 N/A
Chief Financial 1996 $101,126 $10,518 N/A
Officer and Treasurer 1995 $96,914 $11,011 N/A
Dennis Moran 1997 $130,000 $16,638 N/A
Vice-President of the Company 1996 $45,000 $5,000 N/A
and President of Weston
International Holdings, Inc.
W. J. Marrazzo 1997 $182,107 $79,964 N/A
Former President and 1996 $252,000 $ 24,187 N/A
Chief Executive Officer 1995 $252,000 $ 28,350 N/A
P. J. Marks 1997 $109,725 $ 5,427 N/A
Former Executive 1996 $187,776 $ 17,917 N/A
Vice President and Chief 1995 $163,499 $ 21,583 N/A
Operating Officer
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------------------------------
AWARDS PAYOUTS
--------------------------------------- --------------
RESTRICTED SECURITIES
NAME AND STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION AWARDS OPTIONS PAYOUTS COMP. (3)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
William L. Robertson $0 122,000 $0 $128,719
President and Chief
Executive Officer
Patrick G. McCann $0 63,600 $0 $0
Chief Operating Officer $0 18,000 $0 $0
William G. Mecaughey $0 28,765 $0 $5,381
Chief Financial $0 2,000 $0 $3,191
Officer and Treasurer $0 1,600 $0 $3,216
Dennis Moran $0 29,000 $0 $946
Vice-President of the Company $0 8,000 $0 $0
and President of Weston
International Holdings, Inc.
W. J. Marrazzo $75,000 (4) 4,400 $0 $114,972
Former President and $0 4,400 $0 $4,500
Chief Executive Officer $0 4,400 $0 $4,500
P. J. Marks $0 3,600 $0 $135,662
Former Executive $0 3,600 $0 $4,500
Vice President and Chief $0 3,600 $0 $4,500
Operating Officer
</TABLE>
(1) The Company has omitted in the Summary Compensation Table
information concerning the value of perquisites and other
personal benefits which, in the aggregate, do not exceed the
lesser of $50,000 or 10% of the total salary and bonus
reported for the named executive officers.
(2) Includes amounts under the Company's Salary-at-Risk ("SAR")
program. The 1997 amount for Mr. Marrazzo includes his "stay"
bonus of $50,000 described below under the heading "Agreements
with Named Executive Officers".
(3) Includes (a) for Mr. Robertson, $54,870 in fees and expenses
paid to him for his services as Acting President and Chief
Executive Officer under his consulting agreement with the
Company and $73,849 in relocation expenses; (b) for Messrs.
Mecaughey, Moran, Marrazzo and Marks, amounts contributed by
the Company under the Company's Retirement Savings Plan; and
(c) severance payments to Messrs. Marrazzo and Marks.
(4) Represents 1992 restricted stock award which vested in April
1997, based on closing market price on the date of vesting.
9
<PAGE> 12
AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
William L. Robertson. As of May 23, 1997, Mr. Robertson and the
Company entered into a consulting agreement under which Mr. Robertson agreed to
serve as the Company's Acting President and Chief Executive Officer, for a term
of three months. Under this agreement he was to be paid a fee of $30,000 per
month for his services, plus travel and related expenses.
Mr. Robertson was appointed President and Chief Executive Officer of
the Company on July 14, 1997, and entered into an Employment Agreement with the
Company dated as of that date. Under this agreement, Mr. Robertson receives a
base salary of $275,000, subject to periodic review by the Board; stock option
grants described below in the Executive Committee Report on Executive
Compensation under the heading "Chief Executive Officer Compensation"; certain
fringe benefits; relocation expenses; an automobile allowance; and a hiring
bonus of $25,000. If Mr. Robertson's employment is terminated by the Company for
any reason other than for cause, death or disability, or if Mr. Robertson
resigns his employment for good reason (which includes a material change in his
responsibilities, duties or authority or a change in control of the Company) he
will be entitled to the following severance payments: (i) if the termination or
resignation occurs on or before July 13, 1998, payment in the amount of his base
monthly salary for nine months; (ii) if the termination or resignation occurs
after July 13, 1998 but before July 14, 1999, payment in the amount of his base
monthly salary for twelve months; and (iii) if the termination or resignation
occurs after July 14, 1999, payment in the amount of his base monthly salary for
twenty four months. Upon such resignation or termination, Mr. Robertson will
also be entitled to continuation of certain fringe benefits and to payment of
amounts earned under the Company's SAR program or any applicable replacement
incentive program. The Employment agreement also provides for certain
restrictions on competition by Mr. Robertson for a period of two years after
termination of his employment. Under the employment agreement, Mr. Robertson's
employment by the Company is at will.
In December, 1997, the Company and Mr. Robertson entered into an
Elective Deferred Compensation Agreement, under which Mr. Robertson may elect to
defer all or part of his compensation for a given calendar year. An election to
defer compensation must be made before January 1 of the year in which a deferral
is to apply. Deferred funds are to be treated as though invested in one or more
investment funds and are to be distributed to Mr. Robertson in one lump sum on
the earlier of a date the Company selects (i) in January 2001 or (ii) in the
calendar month following termination of Mr. Robertson's employment by the
Company. Mr. Robertson has elected to defer $100,000 of his 1998 salary pursuant
to this agreement.
William J. Marrazzo. Mr. Marrazzo resigned as President and Chief
Executive Officer of the Company on May 23, 1997. Pursuant to a Severance
Agreement, dated December 3, 1996, between the Company and Mr. Marrazzo, as
amended, upon his resignation as President and Chief Executive Officer of the
Company he is to be paid, for 16 months, the greater of $23,350 per month or his
monthly base salary at the time of his resignation, plus certain fringe benefits
and retirement benefits. The Severance Agreement also contains certain
noncompetition provisions, effective for 16 months from his resignation.
By agreement dated May 1, 1997, the Company agreed with Mr. Marrazzo
that if he did not, without the Board of Directors' approval, resign as an
employee of the Company before July 31, 1997, he would be paid a stay bonus of
$50,000. Mr. Marrazzo remained as an employee of the Company until July 31,
1997, following which he was paid this stay bonus.
By agreement dated May 22, 1997, the Company and Mr. Marrazzo agreed
to a number of matters concerning his resignation as an officer and director of
the Company, including the Company's agreement that Mr. Marrazzo would continue
to participate in SAR payments for the full second and third quarters of 1997,
without proration, and for purposes of calculating his SAR payment he would be
given the highest possible rating for those quarters. Pursuant to this
agreement, Mr. Marrazzo received $25,200 in SAR payments for the second and
third quarters of 1997.
Peter J. Marks. Mr. Marks resigned his employment with the Company
effective May 30, 1997. Under a Severance Agreement dated May 22, 1997, the
Company agreed to pay Mr. Marks $17,081 per month for 16 months beginning on
June 1, 1997, plus certain fringe benefits and retirement benefits, and the SAR
payments earned by him for the calendar quarters ended March 31 and June 30,
1997. Mr. Marks agreed to certain noncompetition restrictions during the
16-month period following his resignation.
10
<PAGE> 13
PENSION AND RETIREMENT PLANS
The Company has a defined benefit Retirement Income Plan (the
"Retirement Plan"), which was frozen effective June 30, 1997. The Plan covers
all employees of the Company and of certain subsidiaries who, as of June 30,
1997, had attained 21 years of age, completed 1 year of service, and had
completed 1,000 hours of service in that year. The Retirement Plan provides a
monthly retirement income benefit. For each year before June 30, 1997 that an
employee was a participant, he or she accrued 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 regular earnings from base salary, overtime and
incentives. All contributions to the Retirement Plan are made by the Company,
and vesting occurs upon a participant'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 annual Retirement Plan pension benefits payable on a straight
life annuity basis at normal retirement date (age 65) to Messrs. Mecaughey,
Marrazzo and Marks are $8,330, $22,820 and $42,037, respectively. No other named
executive officer is entitled to any benefits under this Plan.
The Company provides supplemental retirement income through the
Retirement Income Restoration Plan (the "Restoration Plan"), the accrual of new
benefits under which was also frozen effective June 30, 1997. The Restoration
Plan was adopted in 1995 by the Board of Directors and is a nonqualified 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 in
the same manner as under the Retirement Plan, but is limited to the IRC's
maximum salary limit before the OBRA '93 amendment. The benefit accrual
calculated under the Restoration Plan is then reduced by the Retirement Plan
pension benefit accrual.
The other material 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 1997.
The annual Restoration Plan pension benefits payable on a straight
life annuity basis at normal retirement date (age 65) to Messrs. Marrazzo and
Marks are $5,059 and $1,915, respectively. No other named executive officer is
entitled to any benefits under this Plan.
INSURANCE AND SUPPLEMENTAL RETIREMENT BENEFITS
The Company has purchased a last to die insurance policy on the
lives of Roy F. Weston and his spouse, in the amount of $4 million. The cash
premium paid by the Company for 1997 was $259,355. The cumulative cash surrender
value of the policy, as of December 31, 1997, was $1,857,000. The Company is the
beneficiary of the policy.
Each of the named executive officers and certain other senior
officers of the Company 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, supplemental
retirement benefits will be paid to the participant for a 15-year period. The
amount of the death benefit is based on a determination previously made by the
Compensation Committee. The supplemental retirement benefit is based on that
determination and the participant's years of participation in the Executive
Plan. The estimated annual supplemental retirement benefit under the Executive
Plan, payable upon retirement at age 65, is $42,000 for Mr. Robertson, $40,000
for Mr. McCann and $34,500 for Mr. Mecaughey. Mr. Marrazzo's vested supplemental
retirement benefit under the Executive Plan, payable beginning at age 65, is
$25,000. Pursuant to Mr. Marks' Severance Agreement with the Company, he became
entitled to receive his supplemental retirement benefit under the Executive
Plan, in the amount of $16,000 per year for 15 years, commencing June 1, 1997.
Mr. Marrazzo's Executive Plan also provided for an early retirement benefit,
payable after 15 years of service with the Company, commencing after age 55 and
before normal retirement age of 65. Pursuant to Mr. Marrazzo's Severance
Agreement with the Company, upon his resignation as an employee of the Company
in July 1997, he became entitled to receive this benefit in the amount of
$42,000 per year, for 15 years, commencing when he reaches the age of 55.
11
<PAGE> 14
Officers of the Company who do not participate in the Executive Plan
are eligible to participate in the Company's Supplemental Split Dollar Life
Insurance Plan (the "Supplemental Plan"). The Supplemental Plan provides that
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 on the
participant's years of participation in the Supplemental Plan. No named
executive officer participates in the Supplemental Plan.
Ms. Swoyer 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 1997, the Company paid Ms. Swoyer $80,000 pursuant to
this plan. The Company is obligated to make payments to Ms. Swoyer of $80,000
for each of the next 2 consecutive years, in equal monthly installments.
STOCK OPTION GRANTS, EXERCISES AND HOLDINGS
The following table sets forth certain information about grants of
options to purchase Series A Common shares in the last fiscal year to the Chief
Executive Officer and the participating executive officers listed in the Summary
Compensation Table. The Company has not granted stock appreciation rights.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------------------
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS OPTIONS GRANTED EXERCISE EXPIRATION GRANT DATE
NAME GRANTED TO EMPLOYEES IN 1997 PRICE DATE PRESENT VALUE (4)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William L. Robertson 22,000 3.19 $2.75 7/14/07 $2.193
100,000 (1) 14.51 $2.75 7/14/07 $2.193
-----
17.70
Patrick G. McCann 3,600 0.52 $3.75 2/18/07 $2.812
60,000 (1) 8.71 $4.25 11/17/07 $3.850
----
9.23
William G. Mecaughey 2,000 0.29 $3.75 2/18/07 $2.812
1,765 (2) 0.26 $4.25 11/17/07 $3.850
25,000 (1) 3.63 $4.25 11/17/07 $3.850
----
4.18
Dennis Moran 4,000 0.58 $3.75 2/18/07 $2.812
25,000 (1) 3.63 $4.25 11/17/07 $3.850
----
4.21
William J. Marrazzo (3) 4,400 0.64 $3.75 2/18/07 $2.812
Peter J. Marks (3) 3,600 0.52 $3.75 2/18/07 $2.812
</TABLE>
(1) These options vest in 20% increments when the market price of
Series A Common shares attains each of five prescribed
thresholds and remains at or above that threshold for at least
90 consecutive days. These options also vest nine years after
the date of grant, or upon a change of control of the Company,
if they have not vested or terminated earlier. All other
options vest in 20% annual increments beginning on the first
anniversary of grant.
(2) This option granted to Mr. Mecaughey replaced two previously
granted options. The replacement option was of equal value to
the replaced options, based on the Black-Scholes method of
option valuation, and is more fully described below in the
Executive Committee Report on Executive Compensation.
12
<PAGE> 15
(3) The options granted to Messrs. Marrazzo and Marks terminated
upon their resignations on July 31 and May 30, 1997,
respectively.
(4) Grant date present values were calculated using the
Black-Scholes method of option valuation. 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 grant date
present values were calculated based on grant date stock price
and exercise prices being equivalent, and the following
assumptions:
<TABLE>
<S> <C> <C> <C>
Grant Date Present Value $2.812 $2.193 $3.850
Term of Option 10 Years 10 Years 10 Years
Risk-Free Interest Rate 6.48% 6.78% 6.28%
Dividend Yield 0 0 0
Stock Price Volatility 58.80% 67.11% 95.90%
</TABLE>
The risk-free interest rate is equal to the yield on a 30-year
zero coupon bond with a maturity date corresponding to that of
the option. The stock price volatility rate reflects how much
the stock price varies on a daily basis, and is calculated as
the variance of the rate of return on the stock as measured
over the 250 days preceding the grant date.
The following table sets forth certain information concerning the
option for 1,765 Series A Common shares issued to Mr. Mecaughey in exchange for
previously granted options:
TEN YEAR OPTION REPRICING
<TABLE>
<CAPTION>
NUMBER OF MARKET PRICE LENGTH OF ORIGINAL
SECURITIES OF STOCK EXERCISE PRICE OPTION TERM
UNDERLYING AT TIME AT TIME NEW REMAINING AT DATE
OPTIONS OF REPRICING OF REPRICING EXERCISE OF REPRICING
NAME DATE REPRICED OR AMENDED OR AMENDMENT OR AMENDMENT PRICE OR AMENDMENT
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William G. Mecaughey 11/16/97 4,000 $4.25 $10.50 $4.25 51 months
11/16/97 4,000 $4.25 $14.50 $4.25 63 months
</TABLE>
The following table sets forth certain information regarding the
number and value, as of December 31, 1997, of unexercised options to purchase
Series A Common shares held by the Chief Executive Officer and the participating
executive officers listed in the Summary Compensation Table. None of the
executive officers listed below exercised any stock options in the fiscal year
ended December 31, 1997. The table does not include the value of unexercised
options that were out-of-the-money at December 31, 1997.
AGGREGATED OPTION EXERCISES IN 1997 AND DECEMBER 31, 1997 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING UNEXERCISED
OPTIONS AT
DECEMBER 31, 1997
----------------------------------------------
SHARES ACQUIRED
NAME ON EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
William L. Robertson 0 N/A 0 122,000
Patrick G. McCann 0 N/A 3,600 78,000
William G. Mecaughey 0 N/A 2,000 31,965
Dennis Moran 0 N/A 1,600 35,400
William. J. Marrazzo 0 N/A 0 0
Peter. J. Marks 0 N/A 0 0
</TABLE>
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1997
-----------------------------------------------
NAME EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------
<S> <C> <C>
William L. Robertson $0 $160,125
Patrick G. McCann $225 $2,025
William G. Mecaughey $0 $625
Dennis Moran $0 $1,250
William. J. Marrazzo $0 $0
Peter. J. Marks $0 $0
</TABLE>
13
<PAGE> 16
EXECUTIVE COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Executive 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 1997.
Executive Officer Compensation Policy
It is the philosophy of the Company to ensure that executive
compensation is 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 1997, 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
within the competitive range 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 on performance in relation to established corporate and
personal goals. In 1997, 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 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 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
his/her full salary. However, if the Company exceeds the corporate profitability
factor, an executive can generally expect to earn more than his/her full 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 is made by the Company's
Board. In order to further align executive officer compensation with the goal of
increasing shareholder value, each of the Company's present executive officers
has been granted additional options to purchase a prescribed number of the
Company's Series A Common shares. All of these options are exercisable at the
market price of the Series A Common shares on the date the option was granted.
Certain of these options vest, in 20% increments, on the anniversary of the date
of grant beginning one year after the date of grant. During 1997, the Company
also strengthened the link between executive compensation and increases in
shareholder value by granting certain options that contain incremental vesting
provisions based principally on sustained increases in the market price of the
Company's Series A Common shares. Finally, in order to provide appropriate
incentives for certain officers who had received options before 1994, the
Company offered the holders of such options the opportunity to exchange each
such old option for a new option of equal value as determined under the
Black-Scholes method of option valuation. The new options have an exercise price
equal to the market value of the Company's Series A Common shares on the date
the exchange offer was made. The only named executive officer who was eligible
to participate in this exchange was Mr. Mecaughey, who, in November 1997,
exchanged options granted in 1992
14
<PAGE> 17
for 4,000 shares of Series A Common shares and in 1993 for 4,000 shares of
Series A Common shares (with exercise prices of $10.50 and $14.50 per share,
respectively), for an option for 1,765 shares of Series A Common shares with an
exercise price of $4.25 per share.
Chief Executive Officer Compensation
Mr. Robertson was appointed Acting President and Chief Executive
Officer on May 23, 1997. His compensation in that capacity was set forth in a
consulting agreement between Mr. Robertson and the Company, which was approved
by the Company's Board of Directors. Effective July 14, 1997, Mr. Robertson was
appointed President and Chief Executive Officer, and entered into an employment
agreement with the Company that is described elsewhere in this Proxy Statement.
His compensation was negotiated based on market factors, including comparison
with Chief Executive Officer compensation at other relevant companies. His
Guideline SAR was set at the same level as the company's previous Chief
Executive Officer. In addition to cash compensation, and in order to align his
interests with those of the shareholders, Mr. Robertson was also granted two
options to purchase the Company's Series A Common shares. One of these options
is for 22,000 shares and vests in 20% annual increments, beginning one year
after the date of grant. The other option is for 100,000 shares, and contains
incremental vesting provisions that are principally dependent on sustained
increases in the market price of the Series A Common shares. Each of the options
has an exercise price equal to the market price of Series A Common shares on the
date the options were granted.
During 1997, Mr. Robertson's SAR payment totaled $12,580, which was
10.3 % of the base salary paid to him during 1997. No portion of this SAR
payment was made under the SAR corporate profitability factor. The remainder of
Mr. Robertson's SAR payment was made under the personal performance factor, and
was based on evaluation of the Company's performance measured against objective
criteria established to assess the success of strategies designed to lead to
long-term increases in shareholder value. The development of a new turnaround
business strategy for the Company during the last half of 1997, under Mr.
Robertson's leadership, is intended to lead to long-term increases in
shareholder value.
Mr. Marrazzo resigned as the Company's President and Chief Executive
Officer on May 23, 1997. His cash compensation through that date included a base
salary and SAR incentive payments. In 1997, Mr. Marrazzo's Guideline SAR was
equal to 50% of his base salary. His actual SAR payment for the first quarter of
1997 totaled $4,764, which was 7.6% of his base salary for that quarter. This
payment was based entirely on the SAR personal performance factor. Other SAR
payments made to Mr. Marrazzo for the second and third quarters of 1997 were
negotiated as part of his severance arrangements described earlier in this Proxy
Statement under the heading "Agreements with Named Executive Officers."
Submitted By the Members of the Executive Committee of the Board of
Directors:
Tom Harvey, Chairman
Dominic J. Monetta
Katherine W. Swoyer
Roy F. Weston
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Described below are certain transactions between the Company and
persons who served on the Board's Compensation Committee and/or Executive
Committee (which assumed the duties of the Compensation Committee after that
committee was dissolved in September 1997).
Tom Harvey is the sole owner and Chairman of GlobeQuest
International, Ltd. ("GlobeQuest"), which provided services to Roy F. Weston
before Mr. Harvey became a director of the Company, and provided services to the
Company after Mr. Harvey became a director. These services included strategic
review and analysis of the Company's management, operations, strategic focus,
business development activities and market position. GlobeQuest was paid $75,000
by Mr. Weston for those services performed before Mr. Harvey became a director
of the Company. (As set forth below, Mr. Weston was subsequently reimbursed by
the Company for these payments.) GlobeQuest was paid $166,672 by the Company for
those services performed after Mr. Harvey became a director. GlobeQuest's
consulting agreement with the Company terminated on December 31, 1997. Mr.
Harvey has advised the Company that after payment of expenses by GlobeQuest, all
remaining amounts paid to GlobeQuest have been donated to charitable
organizations.
15
<PAGE> 18
Mr. Harvey is also the Chief Executive Officer and a director of
Global Environment & Technology Foundation ("GETF"), a not-for-profit
corporation that promotes environmental technology development and
commercialization, and sustainable development. In March 1998, the Company
purchased, licensed and leased from GETF certain assets for use in the Company's
Knowledge Systems and Solutions business. These assets (the "Assets") include
exclusive licenses for certain environmental Web sites, ISO 14000 training
materials, and related equipment and office space. The Company paid GETF
$150,000 for these assets, and in future years may pay GETF additional amounts
based on revenues actually collected by the Company and generated through the
use of the Assets. The maximum additional amount that GETF can receive, based on
such revenue generation, is $1,350,000. The consideration to GETF was determined
by arm's length negotiation. The Company's principal negotiator was Thomas C.
Lewis, Vice President and Manager of the Company's Knowledge Systems and
Solutions Group.
Roy F. Weston previously served as Chairman of the Board, President
and Chief Executive Officer of the Company. Effective July 19, 1997, Mr. Weston
and the Company entered into a Continuing Services/Retirement Agreement. Under
this agreement Mr. Weston retired from active employment by the Company, but
agreed to remain as Chairman Emeritus of the Company and to assist the Board and
the Company's officers and employees for as long as he is able to do so. The
agreement provides that until his death he will receive an annual principal
retirement benefit calculated in the same manner as his salary payment was
calculated under his July 29, 1996 Employment Agreement with the Company (the
"Employment Agreement"), and this benefit will continue to be paid to his wife,
in the event that he predeceases her. The Continuing Services/Retirement
Agreement also provides that Mr. Weston will continue to receive the fringe
benefits he received under the Employment Agreement. Mr. Weston's benefits will
not be affected by any subsequent disability. The Continuing Services/Retirement
Agreement also requires the Company's Board of Directors to use its best effort
to nominate Mr. Weston and cause his election to the Board, subject to any legal
requirements. If Mr. Weston is not elected to the Board, he will become an
ex-officio member of the Board, subject to any legal requirements. Under the
Continuing Services/Retirement Agreement, the Company will retain a right of
first refusal with respect to Mr. Weston's shares of capital stock of the
Company, with a 30-day exercise period, until July 29, 1998. Pursuant to the
Employment Agreement and the Continuing Services/Retirement Agreement, $292,944
was paid to Mr. Weston by the Company during 1997.
During 1997, the Company reimbursed Mr. Weston for $75,000 incurred
by him for the services of GlobeQuest which are described above. The Company
also paid certain legal fees, in the amount of $68,877, which were incurred by
Mr. Weston, in his capacity as a director, in connection with the May 1997
election of directors and new management.
Katherine W. Swoyer is President and sole shareholder of Intercorp,
a travel services agency that has provided services to the Company since 1994.
Under an agreement effective January 2, 1996, Intercorp provides such travel
services in return for an annual management fee, payable in monthly
installments. The arrangement has a term of three years, terminating at the end
of 1998. The annual fee is $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 determined by
reference to anticipated annual travel volume. All such commissions, fees, and
other payments are to be paid to the Company. In addition, in an effort to
maximize potential cost savings and service enhancements, the Company and
Intercorp 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. In 1997, the gross fee paid by the Company was $550,000;
net payments by the Company to Intercorp, after credit for vendor/provider
commissions, fees and other payments, were $280,000.
Dominic J. Monetta (who is not a current nominee for director) is
the sole owner and President of Resource Alternatives, Inc. ("RA, Inc."), a
management consulting company. During 1997, RA, Inc. provided the Company with
strategic analysis, principally focused on guiding the Company's federal
activities. RA, Inc. has been paid $101,556 by the Company for these services.
Wayne F. Hosking, Jr., who was a member of the Board's Compensation
Committee from May 23, 1997 until the Committee's dissolution in September 1997,
is employed by the Company as Government Relations Director. In 1997, Mr.
Hosking received $76,083 in salary and incentive payments from the Company, not
including his compensation for service as a director.
16
<PAGE> 19
OTHER RELATIONSHIPS AND RELATED TRANSACTIONS
Jennifer T. Hosking is the wife of Wayne F. Hosking, Jr., the
daughter of A. Frederick Thompson, and the granddaughter of Roy F. Weston,
directors of the Company. She is employed by the Company as a Principal Business
Professional. During 1997, she was paid $45,048 in salary and $34,883 for
relocation expenses by the Company.
Victor E. Millar, who became a director of the Company on November
10, 1997, is a 20% owner and the Chairman of the Columbus Group, L.L.C., a
consulting firm. Columbus Group is the successor to International Planning and
Analysis Center ("IPAC"). During 1997, IPAC provided the Company with certain
financial, systems, and other consulting services. The Company paid IPAC
$109,291 for these services ($45,681 of which was for services performed during
and after the month in which Mr. Millar became a director of the Company).
Coventry Group, L.L.P. ("Coventry") provided extensive consulting
services for the Company in connection with the management transition during
1997. These transition support services included such areas as financial and
information systems, financial oversight, management reporting and corporate
performance indicators, communications and business development practices,
assistance in identifying sources of capital, and international operations. The
Company paid Coventry $334,281 in fees and expenses for these services. In
connection with Coventry's work for the Company:
(i) A principal of Armitage Associates, L.L.C. ("AALC"), performed
consulting services, as a subcontractor to Coventry, and AALC
was paid $11,852 in fees and expenses by Coventry for those
services. Richard Armitage, a director of the Company, is the
President and a 40% owner of AALC. Of the fees and expenses
paid by Coventry to AALC, $3,559 was for services performed
before Ambassador Armitage became a director of the Company.
(AALC and the Company have also entered into a consulting
agreement under which AALC is providing strategic, operational
and marketing assistance to the Company's international
operations. During 1997, AALC was paid $5,442 by the Company
under this agreement.)
(ii) IPAC performed consulting services, as a subcontractor to
Coventry, and was paid $138,790 in fees and expenses by
Coventry for those services. (All of these services were
performed before Mr. Millar became a director of the Company.)
(iii) William L. Robertson, the Company's President and Chief
Executive Officer, performed consulting services, as a
subcontractor to Coventry, and was paid $9,000 by Coventry for
those services. (All such services were performed by Mr.
Robertson before he became an officer of the Company.)
During 1997, Mr. Robertson also performed consulting services, as a
subcontractor to GlobeQuest, in connection with GlobeQuest's work with the
Company described above. All such services were performed by Mr. Robertson
before he became an officer of the Company. Mr. Robertson was paid $25,000 by
GlobeQuest for those services.
Thomas C. Lewis, Mr. Robertson's brother-in-law, became employed by
the Company in October 1997, as Vice President and Manager, Knowledge Systems
and Solutions Group. In this capacity he receives an annual salary of $145,000,
and is a participant in the Company's SAR program, with a Guideline SAR of 35%.
During 1997, he was paid $37,025 in cash compensation by the Company. In 1997,
he received two options to purchase a total of 35,000 shares of the Company's
Series A Common shares under the Company's Incentive Based Stock Option Plan.
Each option is for a term of 10 years and is exercisable at the market price of
the Series A shares on the date of grant. The option for 25,000 of these shares
vests incrementally based principally on sustained increases in the market price
of the shares of Series A Common shares. The option for the remaining 10,000
shares vests in annual 20% increments, beginning one year after the date of
grant.
17
<PAGE> 20
PERFORMANCE GRAPH
The following performance graph compares the performance of the
Company's Series A Common shares (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 shares and each index was $100 at December 31, 1992
and that all dividends were reinvested. The stock price performance in the graph
below is not indicative of future price performance.
[GRAPHIC]
COMPARATIVE FIVE-YEAR TOTAL RETURNS
<TABLE>
<CAPTION>
NAME 1992 1993 1994 1995 1996 1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Roy F. Weston, Inc. 100.00 53.70 42.59 37.96 25.93 30.10
Russell 2000 Index 100.00 118.81 116.55 149.70 174.30 213.00
Value Line Environmental Services Index 100.00 82.08 92.67 123.98 161.87 215.27
</TABLE>
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P., independent accountants, served as the
independent auditors of the Company for the year ended December 31, 1997, and
have been selected by the Board of Directors to serve as the independent
auditors of the Company for the year ending December 31, 1998. 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.
18
<PAGE> 21
SHAREHOLDER PROPOSALS
Proposals submitted by shareholders for inclusion in the Board of
Directors' Proxy Statement and proxy for the 1999 Annual Meeting of Shareholders
must be received by the Corporate Secretary of the Company no later than
December 1, 1998, and must comply in all other respects with applicable rules
and regulations of the Securities and Exchange Commission relating to such
inclusion.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 on 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 1997, containing financial
statements for the year ended December 31, 1997, is being furnished with this
Proxy Statement to each shareholder of record at the close of business on March
20, 1998.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1997, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
EXCLUDING CERTAIN EXHIBITS THERETO, MAY BE OBTAINED, WITHOUT CHARGE, BY
CONTACTING WILLIAM G. MECAUGHEY, CHIEF FINANCIAL OFFICER AND TREASURER, ROY F.
WESTON, INC., 1 WESTON WAY, WEST CHESTER, PENNSYLVANIA 19380-1499. COPIES OF
EXHIBITS MAY BE OBTAINED FROM THE SAME ADDRESS UPON REQUEST AND PAYMENT OF A
REASONABLE FEE.
By Order of the Board of Directors,
Arnold P. Borish
Corporate Secretary
April 10, 1998
19
<PAGE> 22
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
ROY F. WESTON, INC.
COMMON STOCK
MAY 18, 1998
-PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED-
- -------------------------------------------------------------------------------
PLEASE MARK YOUR
A /X/ VOTES AS IN THIS
EXAMPLE.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
WHICH RECOMMENDS A VOTE FOR PROPOSAL 1.
1. ELECTION OF FOR WITHHELD NOMINEES: R. Armitage
DIRECTORS / / / / J. Brown
T.E. Carroll
T. Harvey
W.F. Hosking, Jr.
FOR, EXCEPT VOTES WITHHELD FROM THE FOLLOWING V.E. Miller
NOMINEE(S): K.W. Swoyer
T.M. Swoyer, Jr.
- --------------------------------------------- A.F. Thompson
R.F. Weston
J.H. Wolfe
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S).
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.
COMMON STOCK
SIGNATURE DATE
--------------------------------------------- ----------------
SIGNATURE DATE
--------------------------------------------- ----------------
Signature if held jointly
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> 23
ROY F. WESTON, INC.
COMMON STOCK
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS MAY 18, 1998
The undersigned hereby appoints William G. Mecaughey and Arnold P. Borish
as proxies, each with the power to appoint a substitute, and hereby authorizes
them, or any of 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 20, 1998, at the Annual Meeting of Shareholders to be
held on May 18, 1998, or any adjournment thereof.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE VOTE, SIGN ON REVERSE SIDE AND RETURN PROMPTLY.
<PAGE> 24
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
ROY F. WESTON, INC.
SERIES A COMMON STOCK
MAY 18, 1998
-PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED-
- -------------------------------------------------------------------------------
A
/ x / PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
WHICH RECOMMENDS A VOTE FOR PROPOSAL 1.
FOR WITHHELD NOMINEES: R. Armitage
1. ELECTION OF / / / / J. Brown
DIRECTORS T.E. Carroll
FOR, EXCEPT VOTES WITHHELD FROM THE T. Harvey
FOLLOWING NOMINEES(S): W.F. Hosking, Jr.
V.E. Miller
K.W. Swoyer
T.M. Swoyer, Jr.
A.F. Thompson
R.F. Weston
- --------------------------------------- J.H. Wolfe
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED
ENVELOPE.
SERIES A COMMON STOCK
SIGNATURE DATE
---------------------------------------- ---------------------
SIGNATURE DATE
---------------------------------------- ---------------------
Signature if held jointly
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> 25
ROY F. WESTON, INC.
SERIES A COMMON STOCK
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS MAY 18, 1998
The undersigned hereby appoints William G. Mecaughey and Arnold P. Borish
as proxies, each with the power to appoint a substitute, and hereby authorizes
them, or any of 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 20, 1998, at the Annual Meeting of
Shareholders to be held on May 18, 1998, or any adjournment thereof.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE VOTE, SIGN ON REVERSE SIDE AND RETURN PROMPTLY.
