<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:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
[WESTON LOGO]
-----------------------------
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD ON MAY 10, 1999
-----------------------------
1400 Weston Way
West Chester, PA 19380-1499
April 7, 1999
TO ALL HOLDERS OF SHARES OF SERIES A COMMON STOCK AND
COMMON STOCK OF ROY F. WESTON, INC.
The 1999 annual meeting of the shareholders of Roy F. Weston, Inc. will
be held at the offices of the Company, 1400 Weston Way, West Chester,
Pennsylvania, on May 10, 1999, 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) Approval of the Roy F. Weston, Inc. Director Stock Compensation
Plan.
(3) Approval of an amendment to the Company's Stock-Based Incentive
Compensation Plan to increase the number of shares reserved for
issuance under that plan.
(4) Such other business as may properly be brought before the meeting.
The Board of Directors has fixed March 10, 1999 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 1999 ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
Roy F. Weston, Inc. (referred to as the "Company" or "We") is furnishing
this proxy statement to shareholders of the Company in connection with the
solicitation of proxies by the Company to be used at the annual meeting of
shareholders to be held at the Company's principal executive offices at 11:00
a.m. on May 10, 1999 and at any adjournment or postponement thereof. The
Company's principal executive offices are located at 1400 Weston Way, West
Chester, Pennsylvania 19380-1499.
We are mailing this proxy statement and the accompanying form of proxy to
shareholders on or about April 7, 1999. We will pay the expense of this
solicitation. 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.
A shareholder may revoke the proxy 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 annual 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 in the proxy. In the absence
of such direction, the persons named in the enclosed proxy will vote as stated
below with respect to the election of directors and as to the Director Stock
Compensation Plan. As to other items of business that may arise at the meeting,
they will, subject to the applicable rules of the Securities and Exchange
Commission (the "SEC"), vote in accordance with their best judgment.
At the close of business on March 10, 1999 (the "Record Date"), the
Company had outstanding 2,089,019 Common Shares and 7,857,973 Series A Common
Shares. Each Common Share ("Commons share") outstanding on the Record Date will
entitle the holder to one vote per share, and each Series A Common Share
("Series A share") outstanding on the Record Date 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. The approval of the
Director Stock Compensation Plan and approval of the amendment to the
Stock-Based Incentive Compensation Plan each requires the affirmative vote of
holders of a majority of the votes present at the meeting. 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, each 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, if any, as may 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.
RICHARD L. ARMITAGE, 54, 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.
JESSE BROWN, 55, 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 as Secretary for the United States 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. Mr. Brown
currently serves as a Director of Maximus, Inc.
THOMAS E. CARROLL, 55, PRESIDENT AND CHIEF EXECUTIVE OFFICER, MEDIQ
INCORPORATED. (DIRECTOR SINCE 1998). 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, a wholly owned subsidiary of MEDIQ
Incorporated. In 1994, he was named President of MEDIQ/PRN. Since 1995, Mr.
Carroll has served 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, 50, PRESIDENT, A-55 CORP. (DIRECTOR SINCE 1997). Mr.
Harvey currently serves as President of A-55 Corp., a leading fuel technology
company. He also serves as Chairman of the Global Environment & Technology
Foundation, a non-profit corporation that he founded, which promotes
environmental technology development and commercialization, and sustainable
development. Mr. Harvey 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, he 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., 33, 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 Washington, D.C. office. Mr. Hosking is licensed to practice
law in Colorado and the District of Columbia. 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.
WILLIAM L. ROBERTSON, J.D., M.P.A., 53, CHAIRMAN AND CHIEF EXECUTIVE
OFFICER. (DIRECTOR SINCE 1998). Mr. Robertson served as President and Chief
Executive Officer of our Company from May 1997 to May 1998, and, since then as
Chairman and Chief Executive Officer of the Company. Before joining our Company,
he advised corporations and municipalities on business development opportunities
in the environment and technology sectors. From 1996 to 1997, Mr. Robertson was
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
2
<PAGE> 5
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.
KATHERINE W. SWOYER, 51, TRAVEL CONSULTANT. (DIRECTOR SINCE 1992 AND
VICE-CHAIR OF THE BOARD OF DIRECTORS SINCE 1997). From 1994 to 1998, Ms.
Swoyer was the owner and president of International Corporate Travel
Services, Inc. ("Intercorp"), a travel agency. She is presently an
independent travel consultant. 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 the wife of Wayne F. Hosking, Jr.
THOMAS M. SWOYER, JR., 28, CLIENT SERVICE MANAGER, ROY F. WESTON, INC.
(DIRECTOR SINCE 1996). Mr. Swoyer has been employed by our 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.
Since then he has been a Market Development Professional and currently serves
as Client Service Manager, with responsibility for the Company's marketing
initiative along the border between the United States and Mexico. Mr. Swoyer
is the grandson 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., 57, 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,
father-in-law of Wayne F. Hosking, Jr., brother-in-law of Katherine W.
Swoyer, and uncle of Thomas M. Swoyer, Jr.
ROY F. WESTON, P.E., DEE, 87, RETIRED, ROY F. WESTON, INC. (DIRECTOR
SINCE 1957). Mr. Weston is the founder and Chairman Emeritus 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. He 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, 66, CERTIFIED PUBLIC ACCOUNTANT. (DIRECTOR SINCE 1998).
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 Board held 7 meetings during 1998. 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 Ambassador Armitage,
who attended more than 70% of all meetings of the Board and Committees on which
he served.
The Board of Directors has an Executive Committee and an Audit Committee.
The Board of Directors does not have standing nominating or compensation
committees.
The Executive Committee held 9 meetings during 1998. Its voting members
are Katherine W. Swoyer (Chair), Richard L. Armitage, Thomas E. Carroll, Tom
Harvey and Roy F. Weston. William L. Robertson is a non-voting member of the
Executive Committee. 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
Executive Committee also establishes the compensation of Executive Officers
of the Company and recommends to the Board of Directors nominees for election
as Directors of the Company.
The Audit Committee held 5 meetings during 1998. Its members are Roy F.
Weston (Chairman), Jesse Brown, Wayne F. Hosking, Jr., Thomas M. Swoyer, Jr.,
A. Frederick Thompson and James H. Wolfe. The Audit Committee recommends
annually to the Board a firm of independent accountants for appointment as
auditors of the Company; reviews and approves the fees paid to the
independent accountants; and reviews with the independent accountants the
scope and
3
<PAGE> 6
results of each annual audit and the recommendations made by the independent
accountants, the Company's internal audit department, and the Company's
financial officers. The Audit Committee also reviews related party transactions.
COMPENSATION OF DIRECTORS
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. All 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. The Board has
recommended approval of the Director Stock Compensation Plan described in Item 2
below, subject to approval by the Company's shareholders at the 1999 Annual
Meeting of Shareholders.
2. APPROVAL OF THE ROY F. WESTON, INC. DIRECTOR STOCK COMPENSATION PLAN
At the Meeting, you will be asked to approve the Director Stock
Compensation Plan. The Director Stock Compensation Plan was approved by the
Board on March 15, 1999, although it will not be implemented until shareholder
approval is obtained.
The Company believes the Director Stock Compensation Plan is necessary to
attract, retain and motivate directors. The Board strongly recommends approval
of the Director Stock Compensation Plan in order to increase the ownership by
directors of shares in the Company and thereby better align the interest of
directors with the interest of the Company and its shareholders.
The Director Stock Compensation Plan is attached as an Appendix to this
proxy statement. The following description of the Director Stock Compensation
Plan is intended merely as a summary of its principal features and is qualified
in its entirety by reference to the provisions of the Director Stock
Compensation Plan.
STOCK AVAILABLE UNDER THE DIRECTOR STOCK COMPENSATION PLAN. The Company
has reserved 200,000 Series A shares for stock grants under the Director Stock
Compensation Plan. That number, however, is subject to adjustment for certain
changes in the Company's structure or capitalization (such as stock splits,
combinations, etc.) that affect the number or kind of Series A shares
outstanding. No awards have been issued under the Director Stock Compensation
Plan. The closing price of a Series A share on the NASDAQ National Market System
on April 1, 1999 was $2.437.
ADMINISTRATION. The Director Stock Compensation Plan is administered by a
committee composed of at least two non-employee directors (as defined in Rule
16b-3(b)(3) under the Securities Exchange Act of 1934). If a committee has not
been appointed, the entire Board will be the committee. The committee has no
discretion regarding automatic stock grants that are made under the formula
discussed below. The Board has the discretion to make stock grants other than
automatic grants under circumstances it determines are appropriate.
ELIGIBILITY. Any director of the Company who is not a corporate officer of
the Company or a related corporation is eligible to receive a stock grant under
the Director Stock Compensation Plan. There are currently ten directors eligible
to receive stock grants under the Director Stock Compensation Plan.
AUTOMATIC STOCK GRANTS. Ten days after each regular quarterly Board
meeting, each eligible director who then holds fewer than 25,000 shares of the
Company's stock (including both Series A shares and Common shares) will receive
an automatic stock grant. In addition, each eligible director who holds 25,000
or more shares of the Company's stock on the tenth day after a regular quarterly
Board meeting, and who has made a timely election to receive a stock grant, will
then receive an automatic stock grant. A director's election to receive an
automatic stock grant must be in writing and be received before the later of ten
days after the most recent annual meeting of shareholders or ten days after he
or she first becomes eligible to receive a stock grant under the Director Stock
Compensation Plan.
The number of Series A shares granted under an automatic grant will equal
one quarter of the eligible director's annual cash retainer divided by the
closing price of a Series A share on the date of grant. The number of shares
granted will be rounded up to the next highest whole number. An automatic grant
will replace one quarter of the annual cash
4
<PAGE> 7
retainer otherwise payable to the director. No more than four automatic stock
grants may be made to an eligible director in one year.
None of the Company's executive officers is eligible to participate in the
plan. Had the Director Stock Compensation Plan been in effect for the Company's
last completed fiscal year, the following grants would have been made to
eligible directors during such fiscal year under the automatic stock grant
formula (assuming all eligible directors elected to receive automatic grants):
ROY F. WESTON DIRECTOR STOCK COMPENSATION PLAN
<TABLE>
<CAPTION>
NAME AND POSITION DOLLAR VALUE/$ NUMBER OF UNITS
(SERIES A SHARES)
- -------------------------------------------------------------------------
<S> <C> <C>
Non-Employee Director Group $96,000 29,136
Employee Director Group $24,000 7,284
</TABLE>
OTHER STOCK GRANTS. The Board may determine times, in addition to the
automatic stock grants, when eligible directors will receive other stock grants
under the Director Stock Compensation Plan. The Board determines the terms and
amounts of such other grants.
CHANGE IN CAPITALIZATION. If there is a change in the Company's
capitalization that affects its outstanding Series A shares, the number and kind
of shares subject to stock grants will be adjusted as described in the Director
Stock Compensation Plan.
AMENDMENT/TERMINATION OF DIRECTOR STOCK COMPENSATION PLAN. The Board may
amend, suspend or terminate the Director Stock Compensation Plan. Shareholder
approval is required to amend the plan if such approval is required by law or
the exchange on which the Series A shares are listed. If the Director Stock
Compensation Plan is not terminated earlier, the Director Stock Compensation
Plan will terminate at the earlier of ten years after shareholder approval of
the Plan is obtained or when all the shares reserved under the Plan have been
granted.
THE BOARD OF DIRECTORS BELIEVES THAT THE ADOPTION OF THE DIRECTOR STOCK
COMPENSATION PLAN IS IN THE BEST INTEREST OF THE COMPANY AND RECOMMENDS A VOTE
FOR APPROVAL OF THE DIRECTOR STOCK COMPENSATION PLAN.
3. APPROVAL OF AMENDMENT TO STOCK-BASED INCENTIVE COMPENSATION PLAN
At the Meeting, you will be asked to approve an amendment to the Company's
Stock-Based Incentive Compensation Plan that provides that an additional 600,000
Series A shares are available for issuance under the Plan. The amendment was
approved by the Board of Directors on April 1, 1999, but will not be implemented
until shareholder approval is obtained. The amendment increases the aggregate
number of Series A shares available for awards under the Stock-Based Incentive
Compensation Plan to 1,675,000.
The Board of Directors believes that the increase in the number of Series
A shares available under the Stock-Based Incentive Compensation Plan is
necessary for the Plan to continue to fulfill its purpose of aligning the
interest of the Company's key employees with the interest of the Company's
shareholders in increasing share value, and assisting the Company in attracting
and motivating capable key employees. The amendment is necessary because there
are currently only 1,551 Series A shares available for future awards under the
Stock-Based Incentive Compensation Plan.
The following description of the Stock-Based Incentive Compensation Plan,
as amended, is intended merely as a summary of its principal features and is
qualified in its entirety by reference to the provisions of the Stock-Based
Incentive Compensation Plan.
5
<PAGE> 8
GENERAL
SERIES A SHARES AVAILABLE. The Stock-Based Incentive Compensation Plan, as
amended, authorizes up to an aggregate of 1,675,000 Series A shares for the
granting of awards. The closing price of a Series A share on the Nasdaq National
Market System on April 1, 1999 was $2.437.
ADMINISTRATION. The Stock-Based Incentive Compensation Plan is
administered by a committee composed of two or more members of the Board of
Directors. Presently, the entire Board of Directors serves as the Committee.
TYPES OF AWARDS. Under the Stock-Based Incentive Compensation Plan, the
Committee may award stock options, stock appreciation rights, restricted stock
and deferred stock.
ELIGIBILITY. The Committee selects key employees of the Company, its
subsidiaries and affiliates to receive awards under the Stock-Based Incentive
Compensation Plan and approves awards to these key employees based upon their
contribution to the achievement of the Company's objectives and other relevant
matters. There are approximately 150 key employees currently eligible to receive
awards under the Stock-Based Incentive Compensation Plan.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
TERMS OF OPTIONS AND STOCK APPRECIATION RIGHTS. The Committee may award
incentive stock options (as described under Section 422 of the Internal Revenue
Code) and nonqualified stock options. Incentive stock options offer key
employees certain tax advantages (discussed below) which are not available under
nonqualified stock options. The Committee determines the terms of the option
awards, including the number of Series A shares covered by the option, exercise
price, vesting schedule and term. However, the option term may not exceed ten
years, and the per share exercise price of incentive stock options may not be
less than the fair market value of a Series A share on the date the incentive
stock option is granted.
When a key employee terminates employment, his or her option may expire
before the end of the option term. For example, if the key employee's employment
ends for a reason other than death, retirement or disability, the key employee's
options expire on the date of termination of employment. Options remain
exercisable for up to six months after termination of employment on account of
death, and up to three months after termination of employment on account of
retirement or disability.
A key employee may pay the exercise price of an option in cash. Also, if
permitted by the Committee, a key employee may pay the exercise price by
surrendering Series A shares he or she holds.
The Committee may also grant stock appreciation rights in tandem with
stock options, or separately. A stock appreciation right entitles a key employee
to receive a payment equal to the difference between the fair market value of a
Series A share on the date of exercise and the exercise price of the option (in
the case of a tandem stock appreciation right), or the fair market value of a
Series A share on the date of grant (in the case of a freestanding stock
appreciation right). The Committee will determine whether the payment is in
cash, stock, deferred stock or restricted stock. For stock appreciation rights
granted in tandem with stock options, the related stock option terminates if an
employee exercises his or her stock appreciation right. Conversely, a stock
appreciation right terminates if the related stock option is exercised.
FEDERAL INCOME TAX CONSEQUENCES. The Company has been advised that the
federal income tax consequences of granting and exercising stock options and
stock appreciation rights under the Stock-Based Incentive Compensation Plan are
as follows (based on March 1, 1999 federal tax laws and regulations). The grant
of an option or a stock appreciation right does not result in federal income tax
consequences for the employee or a deduction for the Company.
When an option is exercised, the federal income tax consequences depend on
whether the option is an incentive stock option or a nonqualified stock option.
A key employee exercising a nonqualified stock option will recognize ordinary
income equal to the difference between the fair market value of the shares
exercised (on the date of exercise) and the option price.
A key employee will not recognize taxable income as a result of acquiring
shares by exercising an incentive stock option. The difference between the fair
market value of the exercised shares on the date of exercise and the exercise
price will, however, generally be treated as an item of adjustment for purposes
of alternative minimum taxable income. If the key
6
<PAGE> 9
employee holds the shares he receives on exercise of an incentive stock option
for a required period of time, the key employee will have a capital gain (or
loss) when the shares are later disposed of. If the key employee does not hold
the shares for the required period of time, the key employee will generally have
ordinary income when the shares are disposed of.
A key employee will recognize ordinary income upon exercising a stock
appreciation right equal to the amount of the payment.
When a key employee recognizes ordinary income on the exercise of a
nonqualified stock option or stock appreciation right (or the sale of stock
acquired on exercise of an incentive stock option), the Company is generally
entitled to a deduction in the same amount. Certain requirements, such as
reporting the income to the IRS, must be met for the deduction to be allowable.
Also, for the CEO and for each of the two other highest compensated officers,
the Company's deduction is limited to $1,000,000 for certain of the executive's
compensation (including compensation on exercise of a nonqualified stock option)
for a taxable year.
RESTRICTED STOCK
The Committee may make restricted stock awards to key employees. A
restricted stock award is an award of Series A shares that is subject to certain
restrictions during a specified period, such as the key employee's continued
employment or achieving certain performance goals. The Company holds the shares
during the restriction period, and the key employee cannot transfer the shares
before termination of that period. The key employee is, however, entitled to
vote the shares and receive any dividends during the restriction period.
DEFERRED STOCK
The Committee may also grant stock awards to key employees on a deferred
basis, entitling key employees to receive, without payment, a specified number
of Series A shares at the end of a specified deferral period. During the
deferral period, key employees will be treated as if they actually own the
shares for purposes of dividends. However, the Committee will determine whether
the dividend will be paid in cash currently, or reinvested as deferred stock or
otherwise.
MISCELLANEOUS
TRANSFERABILITY. Awards under the Stock-Based Incentive Compensation
Plan are not transferable, except by will or under the laws of descent and
distribution.
ACCELERATION OF VESTING, RESTRICTION AND DEFERRAL PERIODS. The Committee
may, in its discretion, accelerate the date on which options or stock
appreciation rights may be exercised, accelerate the vesting of a restricted
stock award, and accelerate the end of the deferral period of a deferred stock
award.
CHANGE IN CAPITALIZATION; CHANGE IN CONTROL. If there is a change in the
Company's capitalization that affects its outstanding Series A shares, the
aggregate number of shares available under the Stock-Based Incentive
Compensation Plan, and the number of shares subject to outstanding awards
(together with the exercise price of any outstanding options), will be adjusted
by the Board of Directors, as it deems appropriate. The Committee may determine
the effect, if any, of a change in control of the Company upon outstanding
awards under the Stock-Based Incentive Compensation Plan.
AMENDMENT/TERMINATION OF STOCK-BASED INCENTIVE COMPENSATION PLAN. The
Board of Directors may amend, suspend or terminate the Stock-Based Incentive
Compensation Plan, but, without shareholder approval, cannot, among other
things, increase the number of Series A shares available under the Plan (except
in the case of recapitalization, stock split, or similar event), or change the
class of employees who may receive awards under the Stock-Based Incentive
Compensation Plan. The Stock-Based Incentive Compensation Plan will remain in
effect until terminated by the Board of Directors, but any termination will not
affect awards granted before termination.
OPTIONS GRANTED SUBJECT TO SHAREHOLDER APPROVAL.
The amendment to the Stock-Based Incentive Compensation Plan was approved
by the Board of Directors in connection with a broad review of the Company's
long-term incentive compensation arrangements with senior management. When the
Board approved the amendment, it also granted stock options to its officers
named in the Executive
7
<PAGE> 10
Compensation table appearing elsewhere in this proxy statement, and to other
members of the Company's senior management. These options vest over a five-year
period, in annual 20% increments, and have an exercise price equal to the
closing price of the Company's Series A shares on April 1, 1999, the date of
grant. The Board granted these options to further align the interests of the
Company's senior management with the interest of the Company's shareholders in
increasing the value of the Company's stock. The grant of these options achieves
this alignment because the senior managers who received the options will only
benefit from them if the value of the Company's Series A shares increases. The
grant of certain of these stock options was made subject to shareholder approval
of the amendment to the Stock-Based Incentive Compensation Plan. Those options
that were granted subject to shareholder approval of the amendment are set forth
in the Table below:
STOCK-BASED INCENTIVE COMPENSATION PLAN
<TABLE>
<CAPTION>
NAME AND POSITION NUMBER OF UNITS
(SERIES A SHARES)
-------------------------------------------------------------------------
<S> <C>
William L. Robertson
Chairman and Chief Executive Officer 65,000
Patrick G. McCann
President and Chief Operating Officer 35,000
William G. Mecaughey
Chief Financial Officer and Treasurer 15,000
Executive Group 115,000
Non-Executive Officer Employee Group 100,000
</TABLE>
THE BOARD OF DIRECTORS BELIEVES THAT THE AMENDMENT TO THE STOCK-BASED
INCENTIVE COMPENSATION PLAN IS IN THE BEST INTEREST OF THE COMPANY AND
RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT.
4. OTHER BUSINESS
Management of the Company does not currently plan to bring 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, subject to the applicable
rules of the SEC, vote in accordance with their best judgment.
8
<PAGE> 11
PRINCIPAL SHAREHOLDERS
The table below sets forth, as of March 10, 1999, certain information
regarding the beneficial ownership of the Company's Common shares and Series A
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 each of them.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF NUMBER OF PERCENTAGE PERCENTAGE PERCENTAGE AGGREGATE
COMMON SHARES SERIES A OF CAPITAL OF COMMON OF SERIES A VOTING
NAME AND ADDRESS (1) (2)(17) SHARES(2)(3) STOCK SHARES SHARES POWER (3)(17)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Trustee under the
Roy F. Weston, Inc. -- 1,046,893 10.5 -- 13.3 3.6
Retirement Savings Plan (4)
Heartland Advisors, Inc. -- 1,006,900 10.1 -- 12.8 3.5
The TCW Group, Inc. (6) -- 739,500 7.4 -- 9.4 2.6
Franklin Advisory Services, Inc. (7) -- 633,000 6.4 -- 8.1 2.2
RFW Partnership Limited (8) 438,081 -- 4.4 21.0 -- 15.2
Trustees under 3/5/69
Deed of Trust (9) 162,111 -- 1.6 7.8 -- 5.6
William L. Robertson -- 11,600 * -- * *
Patrick G. McCann (10) -- 19,740 * -- * *
William G. Mecaughey (10) -- 14,116 * -- * *
Richard L. Armitage -- -- -- -- -- --
Jesse Brown -- -- -- -- -- --
Thomas E. Carroll -- 1,000 * -- * *
Tom Harvey -- 2,400 * -- * *
Wayne F. Hosking, Jr. (9)(11) 103,181 9,679 1.1 4.9 * 3.6
Katherine W. Swoyer (8)(9)(12) 429,976 872 4.3 20.6 * 15.0
Thomas M. Swoyer, Jr. (9)(13) 89,672 1,456 * 4.3 * 3.1
A. Frederick Thompson (8)(9)(14) 396,338 3,103 4.0 19.0 * 13.8
Roy F. Weston (8)(15) 180,000 35,893 2.2 8.6 * 6.4
James H. Wolfe -- -- -- -- -- --
All directors and
executive officers as
a group (16) 1,799,359 99,859 19.1 86.1 1.3 62.9
</TABLE>
* Less than 1%.
(1) Except as indicated below, the business address of the beneficial owners
is c/o Roy F. Weston, Inc., 1400 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 10, 1999, 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.
9
<PAGE> 12
(3) Aggregate voting power is calculated by multiplying the total number of
Common shares and Series A 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, appointed by the Board of Directors, has the right to direct
the trustee how to vote the shares held by the trustee. Currently, the
committee consists of Wayne F. Hosking, Jr., Katherine W. Swoyer, Thomas
M. Swoyer, Jr. and Roy R. Weston.
(5) Reflects ownership as reported on Schedule 13G, dated February 4, 1999,
filed with the SEC by Heartland Advisers, Inc., 790 North Milwaukee
Street, Milwaukee, WI 53202. This Schedule 13G states that Heartland
Advisers, Inc. had sole dispositive power over 1,006,900 Series A shares,
as investment adviser pursuant to the Investment Advisors Act of 1940.
(6) Reflects ownership as reported on Schedule 13G, dated February 12, 1999,
filed with the SEC 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)
share voting and dispositive power over 739,500 Series A shares.
(7) Reflects ownership as reported on Schedule 13G, dated February 2, 1999,
filed with the SEC 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 633,000 Series A shares.
(8) RFW Partnership Limited is a limited partnership in which RFW Enterprises,
Inc., Susan W. Thompson, and Katherine W. Swoyer are general partners.
Mrs. Thompson and Mrs. Swoyer are the daughters of Roy F. Weston, and Mrs.
Thompson is the wife of Dr. A. Frederick Thompson. Mr. Weston is the
President of RFW Enterprises, Inc., which is owned in equal one-third
shares by Mr. Weston, Mrs. Thompson and Mrs. Swoyer. Under the partnership
agreement, the shares held by the partnership are voted by direction of a
majority of the general partners.
(9) Mrs. Swoyer and Mrs. Thompson 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. Jennifer T. Hosking, a beneficiary of the trust who is married
to Wayne F. Hosking, Jr., is entitled to distribution of 13,509 Common
shares from the trust on her 35th birthday. A minor daughter of Mrs.
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 Mr. or Mrs. Hosking, Mr. Swoyer, Jr., Mrs. Swoyer or
Dr. Thompson.
(10) Includes the following number of Series A shares which may be obtained
upon the exercise of options exercisable within 60 days of March 10, 1999:
Mr. McCann, 12,240 shares and Mr. Mecaughey, 5,233 shares; and all
directors and executive officers as a group, 17,473 shares. Mr.
Mecaughey's shares also include 1,275 shares owned by his wife.
(11) Of the Common shares reported as beneficially owned by Mr. Hosking,
103,181 shares are owned by his wife and 1 share is owned by his wife as
custodian for their minor child. Of the Series A shares reported as
10
<PAGE> 13
beneficially owned by Mr. Hosking, 155 shares are owned by his wife; 4,700
shares are owned by his wife as custodian for their minor child; and 1,944
shares are owned jointly by Mr. Hosking and his wife.
(12) 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.
(13) Of the Series A shares reported as beneficially owned by Mr. Swoyer, 658
shares are owned by his wife.
(14) Of the Common shares reported as beneficially owned by Dr. Thompson,
351,083 shares are owned by his wife.
(15) Of the Common shares reported as beneficially owned by Mr. Weston, 70,000
shares are owned by his wife.
(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.
(17) 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 shares.
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., 53, CHAIRMAN AND CHIEF EXECUTIVE
OFFICER. (See biographical information under the heading "ELECTION OF DIRECTORS"
above.)
PATRICK G. MCCANN, 45, 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 and President on May 18, 1998.
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, 43, 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.
11
<PAGE> 14
SUMMARY COMPENSATION TABLE
The following table shows, for the fiscal years ended December 31, 1998,
1997, and 1996, 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 all other executive officers of the Company in 1998
whose cash compensation exceeded $100,000 in all capacities in which they served
("named executive officers").
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------------------
ANNUAL COMPENSATION (1) AWARDS PAYOUTS
----------------------------------------------- --------------------------- ---------
RESTRICTED SECURITIES
NAME AND OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (2) COMPENSATION AWARDS OPTIONS PAYOUTS COMP. (3)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William L. Robertson 1998 $275,000 $82,500 N/A $0 0 $0 $3,564
Chairman and Chief 1997 $146,636 $12,580 N/A $0 122,000 $0 $128,719
Executive Officer
Patrick G. McCann 1998 $200,000 $90,000 N/A $0 0 $0 $9,832
President and Chief 1997 $196,154 $40,940 N/A $0 63,600 $0 $0
Operating Officer 1996 $ 37,019 6,250 N/A $0 18,000 $0 $0
William G. Mecaughey 1998 $143,634 $28,350 N/A $0 0 $0 $9,832
Chief Financial 1997 $116,191 $14,291 N/A $0 28,765 $0 $5,381
Officer and Treasurer 1996 $101,126 $10,518 N/A $0 2,000 $0 $3,191
</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 paid under the Company's Salary-at-Risk ("SAR")
program.
(3) Includes (a) for Mr. Robertson, in 1997, $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; and (b) for Mr. Mecaughey, in
1996, 1997 and 1998 and for Mr. Robertson and Mr. McCann in 1998,
amounts contributed by the Company under the Company's Retirement
Savings Plan.
AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
William L. Robertson. The Company has entered into an Employment Agreement
with Mr. Robertson, dated July 14, 1997, as amended on May 19, 1998. Under this
Agreement, Mr. Robertson is paid a base salary of $275,000, subject to periodic
review by the Board. He is also entitled to stock option grants described below
in the Executive Committee Report on Executive Compensation under the heading
"Chief Executive Officer Compensation", certain other benefits and participation
in the Company's Salary At Risk incentive compensation program ("SAR") with a
SAR guideline incentive of 50% of his base salary. (The SAR incentive program is
explained below in the Executive Committee Report on Executive Compensation.) 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) he will be entitled to the following severance payments:
(i) if the termination or resignation occurs before July 14, 1999, payment in
the amount of his base monthly salary for twelve months; and (ii) 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.
12
<PAGE> 15
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 elected to defer $100,000 of his 1998 salary, and has
elected to defer $100,000 of his 1999 salary, pursuant to this agreement.
Patrick G. McCann: The Company has entered into an Employment Agreement
with Mr. McCann, dated March 11, 1998, as amended on May 19, 1998. Under this
agreement, Mr. McCann is paid a base salary of $200,000, subject to periodic
review by the Board. He is also entitled to certain fringe benefits and to
participation in the Company's Salary At Risk incentive compensation program
("SAR") with a SAR guideline incentive of 50% of his base salary. Mr. McCann's
Employment Agreement also provides that during 1998 and 1999, he will receive a
special quarterly SAR incentive equal to 50% of his regular quarterly SAR
payment, if corporate profitability goals for the quarter are achieved. The
agreement also provides for payment of a one-time retention bonus of $100,000 to
Mr. McCann if annual corporate profitability goals for both 1998 and 1999 are
achieved, and if Mr. McCann remains as Chief Operating Officer of the Company
through December 31, 1999. Under the agreement, if Mr. McCann's employment is
terminated by the Company for any reason other than for cause, death or
disability, or if Mr. McCann resigns his employment for good reason (which
includes a material change in his responsibilities, duties or authority) he will
be entitled to the following severance payments: (i) if the termination or
resignation occurs before December 31, 1999, payment in the amount of his base
monthly salary for twelve months; and (ii) if the termination or resignation
occurs after December 31, 1999, payment in the amount of his base monthly salary
for eighteen months. Upon such resignation or termination, Mr. McCann 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. McCann for a period of two years after termination of his
employment. Under the employment agreement, Mr. McCann's employment by the
Company is at will.
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 benefit payable on a straight life
annuity basis at normal retirement date (age 65) to Mr. Mecaughey is $8,330. 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 1998 was $259,355. The cumulative cash surrender value of the
policy, as of December 31, 1998, was $2,270,000. 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
Company's former Compensation Committee. The supplemental retirement benefit is
based on that determination and the participant's years of participation in the
Executive Plan. The
13
<PAGE> 16
estimated annual supplemental retirement benefit under the Executive Plan,
payable upon retirement at age 65, is $42,000 for Mr. Robertson, $42,000 for Mr.
McCann and $34,500 for Mr. Mecaughey.
Ms. Swoyer receives from the Company a pre-retirement death benefit,
pursuant to the terms of the Executive Plan in 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 1998, the Company paid Ms. Swoyer $80,000
pursuant to the plan. The Company is obligated to pay Ms. Swoyer $73,846, in
biweekly installments, during 1999, after which no further payments will be
owed to her under the plan.
STOCK OPTION GRANTS, EXERCISES AND HOLDINGS
The Company did not grant any stock options or stock appreciation rights
to the named executive officers in 1998.
The following table sets forth certain information regarding the number
and value, as of December 31, 1998, of unexercised options to purchase Series A
shares held by the named executive officers. None of the named executive
officers exercised any stock options during 1998.
AGGREGATED OPTION EXERCISES IN 1998 AND DECEMBER 31, 1998 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1998 DECEMBER 31, 1998
---------------------------------- ----------------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William L. Robertson 0 N/A 0 122,000 $0 $0
Patrick G. McCann 0 N/A 7,920 73,680 $0 $0
William G. Mecaughey 0 N/A 3,793 30,172 $0 $0
</TABLE>
EXECUTIVE COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Set out below is the report of the Executive Committee of the Board (the
"Committee") on executive compensation. The report outlines the principal
components of the Company's Executive Officer compensation programs in 1998 and
describes the Committee's basis for the Chief Executive Officer's (CEO)
compensation for 1998.
Executive Officer Compensation Policy
The Company's compensation philosophy is to ensure that executive
compensation is directly linked to continuous improvements in corporate
performance and increases in shareholder value focusing on:
- A competitive total compensation package designed to attract and
retain key executives.
- Compensation programs integrated with the Company's annual and
long-term objectives.
- Compensation opportunities directly linked with the performance of
the Company.
- Executive compensation aligned with the interests of the
shareholders.
Compensation Program Components
In 1998, the cash compensation of the executive officers was composed
primarily of two elements: a base salary and a salary-at-risk (SAR) component.
An executive officer's full salary is equal to his/her base salary plus the SAR
component and is set within the competitive range offered at comparable
companies 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. The Company's SAR program, as applied to executive officers, is
an incentive compensation program under which a portion of a participant's full
salary is at risk, subject to corporate financial performance. The portion of an
executive officer's salary that is at risk is termed the Guideline SAR and is
expressed as a percentage of the executive officer's base salary.
14
<PAGE> 17
In 1998, the executive officers' Guideline SARs ranged from 35% to 50% of
their base salary. An executive officer can receive between zero and twice
his/her Guideline SAR, depending on performance in relation to established,
objective corporate financial goals. During 1998, the most heavily weighted
corporate financial goals related to corporate profits, or "contribution" earned
during the year, and sales. Other goals related to corporate revenue and
billing/cash collection efficiency. These goals, which included minimum, target
and above-target levels, were approved by the Board of Directors. To the extent
that the Company achieves its above-target corporate financial performance
goals, an executive officer's compensation should be commensurate with that
provided to similarly situated executive officers at comparable companies.
The Company also believes that its executive officers should have a
portion of their compensation linked to increases in the value of the Company's
securities and, accordingly, has instituted a stock-based incentive compensation
plan for its executive officers and certain other key employees. The
determination of the option grants and other awards is made by the Company's
Board. Pursuant to the plan, each of the Company's present executive officers
has been granted options to purchase a prescribed number of the Company's Series
A shares. All of these options are exercisable at the market price of the Series
A 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. Other options contain incremental vesting provisions based
principally on sustained increases in the market price of the Company's Series A
shares.
Chief Executive Officer Compensation
Effective July 14, 1997, Mr. Robertson was appointed President and Chief
Executive Officer, and entered into an employment agreement with the Company
that, as amended in 1998, is described above in this Proxy Statement under the
heading "Agreements With Named Executive Officers". His compensation is paid
pursuant to that agreement and was negotiated based on market factors, including
comparison with Chief Executive Officer compensation at other relevant
companies. In addition to cash compensation, and in order to align his interests
with those of the shareholders, in 1997 Mr. Robertson was also granted two
options to purchase the Company's Series A 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 shares. Each of the options has an exercise price
equal to the market price of Series A shares on the date the options were
granted.
During 1998, Mr. Robertson's SAR payment totaled $82,500, which was 30% of
the base salary paid to him during 1998. Mr. Robertson's 1998 SAR payment was
based entirely on the Company's actual financial performance, as measured
against the SAR corporate financial performance goals approved by the Board of
Directors, including objective criteria measuring contribution, sales, revenue
and billing/cash collection efficiency. These criteria were established to
assess the success of strategies designed and implemented under Mr. Robertson's
leadership in order to lead to long-term increases in shareholder value. During
1998, the Company continued to successfully implement its turnaround business
strategy that was initiated in 1997 and was profitable in all four quarters for
the first time since 1992. The Company, in 1998, met its above-target corporate
contribution goal; met its target revenue goal; met its minimum sales goal; but
did not meet its minimum billing/collection efficiency goals.
Submitted By the Voting Members of the Executive Committee of the
Board of Directors:
Katherine W. Swoyer, Chair
Richard L. Armitage
Thomas E. Carroll
Tom Harvey
Roy F. Weston
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, no voting member of the Executive Committee (which serves as
the compensation committee for purposes of the SEC proxy rules) was an officer
or employee of the Company or any of its subsidiaries. Since May 1998, Mr.
Robertson has served as a non-voting member of the Executive Committee, and does
not participate in Committee discussions concerning his compensation. Described
below are certain transactions between the Company and persons who served on the
Executive Committee.
15
<PAGE> 18
Mr. Harvey is the Chairman 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. During 1998, the Company also
paid GETF $12,947 for rental of office space and for certain consulting
services.
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. 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 a prior employment agreement
with the Company 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 prior employment agreement. 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. Pursuant to the Employment Agreement and the Continuing
Services/Retirement Agreement, $307,003 was paid to or for the benefit of Mr.
Weston by the Company during 1998.
Katherine W. Swoyer is President and sole shareholder of International
Corporate Travel Services, Inc. ("Intercorp"), a travel services business that
provided services to the Company from 1994 through June 30, 1998. Under a three
year agreement, effective January 2, 1996, Intercorp provided these services in
return for an annual management fee of $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 were paid to the Company. Because of the reduction in the number
of Company employees since 1996, and the accompanying decrease in the Company's
travel, the Company and Intercorp agreed to an early termination of the
Intercorp agreement on June 30, 1998, in return for payment by the Company of an
early termination fee of $150,000, payable in three $50,000 installments on June
30 of 1998, 1999 and 2000. In 1998, the net payment by the Company to Intercorp
for services rendered before termination of the Intercorp agreement, and after
credit for vendor/provider commissions, fees and other payments, was $135,000.
To assist in the operation of the Company's travel requirements, and to retain
continuity in its travel services, the Company entered into a consulting
services agreement (the "Consulting agreement") with Ms. Swoyer, under which she
has agreed to provide the Company with travel management consulting services
designed to assist in the transition to internal travel management and to better
control the Company's travel costs. Under the Consulting agreement, which is for
a term of three years, Ms. Swoyer receives an annual retainer of $125,000 and
certain incentive fees, up to a maximum of $25,000 annually, based on reductions
in the Company's travel management costs. During 1998, the Company paid Ms.
Swoyer $75,000 under the Consulting agreement.
OTHER RELATIONSHIPS AND RELATED TRANSACTIONS
Wayne F. Hosking, Jr. is employed by the Company as Government
Relations Director. In 1998, Mr. Hosking was paid $98,819 in salary and
incentive payments, not including his compensation for service as a director.
Melissa Kalucki is the daughter of A. Frederick Thompson, the
granddaughter of Roy F. Weston and the sister-in-law of Wayne F. Hosking,
Jr. She is employed by the Company as a Financial Analyst. During 1998,
she was paid $45,899 in salary and $19,214 for relocation expenses.
Thomas C. Lewis, Mr. Robertson's brother-in-law, is employed by the
Company as Vice President and Manager, Knowledge Systems and Solutions
Group. During 1998, he was paid $164,940 in salary and incentive payments.
16
<PAGE> 19
Thomas M. Swoyer, Jr., is employed by the Company as Client Service
Manager . During 1998 he was paid $56,984 in salary and incentive payments, not
including his compensation for service as a director, and $9,555 for relocation
and other expenses.
PERFORMANCE GRAPH
The following performance graph compares the performance of the Company's
Series A shares (NASDAQ symbol: WSTNA), for the Company's last 5 fiscal years,
to the Russell 2000 Index and to a peer group of companies in the environmental
services industry comprised of Dames & Moore Group, EA Engineering Science and
Technology, Inc., Ecology & Environment, Inc., EMCON Associates, GZA
Geoenvironmental Tech, Inc., Harding Lawson Associates Group, Inc., IT Group,
Inc., Tetra Tech, Inc., TRC Companies, Inc. and Versar, Inc. The graph assumes
that the value of an investment in the Company's Series A shares and each index
was $100 at December 31, 1993 and that all dividends were reinvested. The stock
price performance in the graph below is not indicative of future price
performance.
[LINE GRAPH]
COMPARATIVE FIVE-YEAR TOTAL RETURNS
<TABLE>
<CAPTION>
NAME 1993 1994 1995 1996 1997 1998
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Roy F. Weston, Inc. 100.00 79.31 70.69 48.28 56.04 37.93
Russell 2000 Index 100.00 98.02 125.89 146.59 179.13 174.23
Peer Group 100.00 82.19 81.24 83.84 93.63 120.65
Value Line Environmental Services Index(1) 100.00 112.90 151.05 196.23 262.26 339.38
</TABLE>
(1) The Company has replaced the Value Line Environmental Services Index
("Value Line Index"), which appeared in the Performance Graph in the
Company's 1998 Proxy Statement, with the peer group described above. The
Company believes that the peer group more accurately reflects the market
in which the Company competes than does the Value Line Index, which
includes a number of companies that operate in markets in which the
Company does not operate.
17
<PAGE> 20
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP ("PWC"), independent accountants, served as the
independent auditors of the Company for the year ended December 31, 1998, and
have been selected to serve as the independent auditors of the Company for the
year ending December 31, 1999. A representative of PWC will be in attendance at
the annual meeting and will have the opportunity to make a statement and to
respond to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
Proposals submitted by shareholders for inclusion in the Board of
Directors' Proxy Statement and proxy for the 2000 Annual Meeting of Shareholders
must be received by the Corporate Secretary of the Company no later than
December 1, 1999, 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 1998, containing financial
statements for the year ended December 31, 1998, is being furnished with this
Proxy Statement to each shareholder of record at the close of business on March
10, 1999.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1998, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
EXCLUDING CERTAIN EXHIBITS THERETO, MAY BE OBTAINED, WITHOUT CHARGE, UPON
WRITTEN REQUEST DELIVERED TO WILLIAM G. MECAUGHEY, CHIEF FINANCIAL OFFICER AND
TREASURER, ROY F. WESTON, INC., 1400 WESTON WAY, WEST CHESTER, PENNSYLVANIA
19380-1499. COPIES OF EXHIBITS MAY BE OBTAINED FROM THE SAME ADDRESS UPON
WRITTEN REQUEST AND PAYMENT OF A REASONABLE FEE.
By Order of the Board of Directors,
Arnold P. Borish
Corporate Secretary
April 7, 1999
18
<PAGE> 21
APPENDIX
ROY F. WESTON, INC.
DIRECTOR STOCK COMPENSATION PLAN
SECTION 1 -- PURPOSE AND DEFINITIONS
(a) This ROY F. WESTON, INC. DIRECTOR STOCK COMPENSATION PLAN is intended
to provide a means whereby ROY F. WESTON, INC. may, through the grant of Company
stock to Eligible Directors, attract and retain those Directors, motivate those
Directors to exercise their best efforts on behalf of the Company and any
Related Corporation, increase the proprietary interest of those Directors in the
success of the Company and thereby further align the interests of those
Directors with the interests of the Company's shareholders.
(b) Definitions.
(1) BOARD. The term "Board" shall mean the Board of Directors of
the Company.
(2) SERIES A STOCK. The term "Series A Stock" shall mean the
publicly traded Series A common stock of the Company (NASDAQ:
WSTNA), par value $ 0.10 per share.
(3) COMMON STOCK. The term "Common Stock" shall mean the
non-publicly traded Common stock of the Company, par value
$0.10 per share.
(4) CODE. The term "Code" shall mean the Internal Revenue Code of
1986, as amended.
(5) COMMITTEE. The term "Committee" shall mean a committee which
consists solely of not fewer than two (2) non-employee
directors (within the meaning of Rule 16b-3(b)(3) under the
Securities Exchange Act of 1934, as amended, or any successor
thereto) designated by the Board to administer the Plan under
Section 2. In the event such a committee has not been
appointed, "Committee" shall mean the Board.
(6) COMPANY. The term "Company" shall mean Roy F. Weston, Inc.
(7) ELIGIBLE DIRECTOR. The term "Eligible Director" shall mean a
Director of the Company who is not a Corporate Officer of the
Company or of any Related Corporation.
(8) FAIR MARKET VALUE. The term "Fair Market Value" shall mean the
closing sale price of a share of the Series A Stock reported
in the NASDAQ National Market System (or on the principal
national securities exchange on which the Series A Stock is
listed if it is then so listed) on the Payment Date (as
defined below) or, if the Series A Stock was not traded on the
Payment Date, then on the latest preceding day on which the
Series A Stock was traded.
(9) PAYMENT DATE. The term "Payment Date" shall mean the date
which is ten (10) days after each regular quarterly meeting of
the Company's Board of Directors.
(10) PLAN. The term "Plan" shall mean the Roy F. Weston, Inc.
Director Stock Compensation Plan, as set forth herein and as
amended from time to time.
(11) RELATED CORPORATION. The term "Related Corporation" shall mean
a corporate subsidiary of the Company, as defined in section
424(f) of the Code.
(12) STOCK AWARDS. The term "Stock Awards" shall mean the grant of
Series A Stock.
A-1
<PAGE> 22
SECTION 2 -- ADMINISTRATION
The Plan shall be administered by the Committee. Each member of the
Committee, while serving as such, shall be deemed to be acting in his or her
capacity as a Director of the Company. The Committee shall have full authority,
subject to the terms of the Plan, to interpret the Plan, but shall have no
discretion (unless the Committee is the Board and the Board is acting under
Section 4(b) below) with respect to the selection of Eligible Directors to be
granted Stock Awards under the Plan, the number of shares of Series A Stock
subject to the Plan, the method or methods for determining the amount of Series
A Stock to be granted to each Eligible Director, or the timing of grants
hereunder. The Committee may correct any defect, supply any omission and
reconcile any inconsistency in this Plan and in any Stock Award granted
hereunder in the manner and to the extent it shall deem desirable. The Committee
also shall have the authority to establish such rules and regulations, not
inconsistent with the provisions of the Plan, for the proper administration of
the Plan, and to amend, modify or rescind any such rules and regulations, and to
make such determinations and interpretations under, or in connection with, the
Plan, as it deems necessary or advisable. All such rules, regulations,
determinations and interpretations shall be binding and conclusive upon the
Company, its shareholders and all Directors, and upon their respective legal
representatives, beneficiaries, successors and assigns and upon all other
persons claiming under or through any of them.
No member of the Committee shall be liable for any action or determination
made in good faith with respect to the Plan or any Stock Award granted under it.
SECTION 3 -- STOCK
The maximum number of shares of Series A Stock that may be issued under
the Plan shall be 200,000, subject to adjustment as hereinafter provided. Shares
issuable under the Plan may be authorized but unissued shares or reacquired
shares, and the Company may purchase shares required for this purpose on the
open market or otherwise, from time to time, if it deems such purchase to be
advisable. All shares issued under the Plan will be validly issued, fully paid,
and non-assessable shares of Series A Stock.
SECTION 4 -- STOCK AWARDS - GRANTS AND TERMS
(a) Automatic Grants.
(1) An Eligible Director who holds fewer than 25,000 shares
of stock of the Company (including both Series A Stock
and Common Stock) on any Payment Date shall
automatically be granted a Stock Award on that Payment
Date. An Eligible Director who holds 25,000 or more
shares of stock of the Company on any Payment Date shall
automatically be granted a Stock Award on that Payment
Date only if, before the later of (a) ten (10) days
after the most recent Annual Meeting of the Company's
shareholders occurring before that Payment Date or (b)
ten (10) days after that Eligible Director first became
an Eligible Director, such Eligible Director has
delivered a written election to the Secretary of the
Corporation specifically asking to receive automatic
Stock Award grants. Any such election shall be
irrevocable until the next Annual Meeting of the
Company's shareholders, unless otherwise permitted by
the Committee.
(2) The number of shares of Series A Stock subject to an
automatic Stock Award hereunder shall equal the
quotient, rounded to the next higher non-fractional
integer, of (1) one quarter of the amount of the annual
cash retainer otherwise payable to the Eligible Director
for service on the Board (as determined prior to the
annual election of directors), divided by (2) the Fair
Market Value.
(3) Any automatic Stock Award under this Section 4(a) shall
be in place of the quarterly payment of the annual cash
retainer payable to an Eligible Director who has
received the Stock Award. Notwithstanding any other
provision of this plan, an Eligible Director shall not
receive more than four (4) automatic Stock Award grants
during any calendar year under this Section 4(a).
(b) OTHER GRANTS. The Board may, in its sole discretion, determine
circumstances other than those in Sections 4(a) above, in which Eligible
Directors shall receive a Stock Award in such amounts and under such terms
as the Board shall decide, including but not limited to payment in return
for consulting or other services provided to the Board or the Company,
outside of the Eligible Director's service as a Director.
A-2
<PAGE> 23
(c) ISSUANCE OF SHARES. Any Series A Stock which is the subject of a
Stock Award under Section 4(a) shall be issued to the Eligible Director
within 30 days after the Payment Date on which the Award was granted, or
at such other time as the Committee may specify and approve. The Company
will cooperate with each Eligible Director in making arrangements to
either hold in safe keeping the certificates for Series A Shares issued to
an Eligible Director, or to deliver such certificates to the Eligible
Director, all in accordance with instructions furnished by the Eligible
Director to the Secretary of the Company. All shares issued under this
Plan shall, when issued, be duly and validly issued, fully paid and
non-assessable.
SECTION 5 -- CAPITAL ADJUSTMENTS
The number and kind of shares which may be issued under the Plan, as
stated in Section 3 above, shall, subject to the provisions of section 424(a) of
the Code, be adjusted proportionately, to reflect any stock dividend, stock
split, share combination, merger, consolidation, or similar change in the
capitalization of the Company.
SECTION 6 -- AMENDMENT, TERMINATION OR DISCONTINUANCE OF THE PLAN
The Board, from time to time, may terminate, suspend or discontinue the
Plan or amend it in any respect whatsoever, except that an amendment shall
require shareholder approval if so required by law or under the rules of the
exchange or market on which Series A Stock is listed. If not sooner terminated,
the Plan shall terminate without any action by the Board on the earlier of (a)
ten (10) years after the date on which the Plan first becomes effective or (b)
when there are no longer sufficient shares in the Plan to fund any further Stock
Award.
SECTION 7 -- SHAREHOLDER APPROVAL
This Plan shall be presented to the shareholders of the Company at the
Annual Meeting of Shareholders scheduled to be held on May 10, 1999, and shall
become effective immediately upon approval of the Plan by the shareholders of
the Company. If such shareholder approval is not obtained, the Plan shall be
null and void.
SECTION 8 -- MISCELLANEOUS
(a) GOVERNING LAW. The operation of, and the rights of Eligible
Directors under, the Plan and any Stock Awards granted thereunder shall be
governed by applicable federal law and otherwise by the laws of the
Commonwealth of Pennsylvania.
(b) RIGHTS. Neither the adoption of the Plan nor any action of the
Board or the Committee shall be deemed to give any individual any right to
be granted a Stock Award, or any other right hereunder, except as may be
set forth in the Plan or as otherwise directed by the Board or the
Committee pursuant to the Plan.
(c) INDEMNIFICATION OF BOARD. Without limiting any other rights of
indemnification which they may have from the Company or any Related
Corporation, the members of the Board and the members of the Committee
shall be indemnified by the Company against all costs and expenses
reasonably incurred by them in connection with any claim, action, suit, or
proceeding to which they or any of them may be a party by reason of any
action taken or failure to act under, or in connection with, the Plan, or
any Stock Award granted thereunder, and against all amounts paid by them
in settlement thereof (provided such settlement is approved by legal
counsel selected by the Company) or paid by them in satisfaction of a
judgment in any such action, suit, or proceeding, except a judgment based
upon a finding of willful misconduct or recklessness on their part. Upon
the making or institution of any such claim, action, suit, or proceeding,
the Board member or Committee member shall notify the Company in writing,
giving the Company an opportunity, at its own expense, to handle and
defend the same before such Board member or Committee member undertakes to
handle it on his or her own behalf.
(d) LISTING AND REGISTRATION OF SHARES. Each Stock Award shall be
subject to the requirement that, if at any time the Committee shall
determine, in its discretion, that the listing, registration or
qualification of the shares covered thereby upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of,
or in connection with, the granting of such Stock Award, or that action by
the Company or Eligible Director should be taken in order to obtain an
exemption from any such requirement, no shares shall be delivered pursuant
to a Stock Award unless and until such listing, registration,
qualification, consent, approval, or action shall have been effected,
obtained, or taken under conditions acceptable to the Committee. As a
condition
A-3
<PAGE> 24
precedent to any issuance of Series A Shares and delivery of certificates
or proof of electronic transmission evidencing such shares pursuant to the
Plan, the Committee may require an Eligible Director to take any such
action and to make any such representation as the Committee, in its
discretion, deems necessary or advisable to insure compliance with all
legal and regulatory requirements. Without limiting the generality of the
foregoing, each Eligible Director or his or her legal representative or
beneficiary may be required to give satisfactory assurance that shares
received pursuant to a Stock Award are being purchased for investment and
not with a view to distribution, and certificates representing such shares
may be legended accordingly. Neither the Plan nor the Company shall be
obligated to issue any Shares pursuant to the Plan at any time unless and
until all applicable requirements imposed by any federal and state
securities and other laws, rules and regulations, by any regulatory
agencies, or by the Nasdaq Stock Market or any other stock exchange upon
which the Series A Stock may be listed, have been fully met. Eligible
directors are responsible for complying with all applicable federal and
state securities laws, rules and regulations in connection with any offer,
sale or other transfer by them of any Series A Shares issued pursuant to
the Plan or any interest therein.
(e) TAXES. Each Eligible Director shall be responsible to make
provision for payment of any federal, state or local income taxes payable
with respect to Series A Stock issued under the Plan.
A-4
<PAGE> 25
APPENDIX TO PROXY STATEMENT DATED APRIL 7, 1999
ROY F. WESTON, INC.
STOCK-BASED INCENTIVE COMPENSATION PLAN
[AMENDED AND RESTATED AS OF APRIL 1, 1999,
TO BE EFFECTIVE AS OF MAY 10, 1999, UPON SHAREHOLDER APPROVAL]
DEFINITIONS
1.01 "AFFILIATE" means any entity other than a Subsidiary in which Parent has a
substantial direct or indirect equity interest, as determined by the
Board.
1.02 "AWARD" means an award of Deferred Stock, Restricted Stock, Options or
SARs under the Plan.
1.03 "AWARD DATE" means the date on which an Award is made.
1.04 "BOARD" means the Board of Directors of Parent.
1.05 "CODE" means the Internal Revenue Code of 1986, as amended. Reference to a
specific section of the Code shall include any successor to such section.
1.06 "COMMITTEE" means the Committee designated by the Board to administer the
Plan under Section 4.
1.07 "COMPANY" means Parent and its Subsidiaries, collectively, including any
successor to any thereof.
1.08 "DEFERRED STOCK" means an Award made under Section 6 to receive Stock at
the end of a specified Deferral Period.
1.09 "DEFERRAL PERIOD" means the period during which the receipt of a Deferred
Stock Award under Section 6 will be deferred.
1.10 "DISINTERESTED PERSON" MEANS a person defined in Rule l6b-3(c)(2)(i)
promulgated by the SEC under the 1934 Act, or any successor definition
adopted by the SEC.
1.11 "EMPLOYEE" means an officer or key employee of the Company or an Affiliate
including a director who is such an employee.
1.12 "FAIR MARKET VALUE" means, on any given date, the closing sale price of
the Stock reported in the NASDAQ National Market System (or on the
principal national securities exchange on which the Stock is listed if it
is then so listed) on such date or, if the Stock was not traded on such
date, on the next preceding day on which the Stock was traded.
1.13 "HOLDER" means an Employee to whom an Award is made.
1.14 "INCENTIVE STOCK OPTION" OR "ISO" means a stock option intended to meet
the requirements of an incentive stock option as defined in Section 422 of
the Code and designated as such.
1.15 "1934 ACT" means the Securities Exchange Act of 1934, as amended.
1
<PAGE> 26
1.16 "NON-QUALIFIED OPTION" OR "NQO" means a stock option not intended to be an
Incentive Stock Option, and designated as a Non-Qualified Option.
1.17 "OPTION" means any stock option granted by the Committee under Section 8.
1.18 "PARENT" means Roy F. Weston, Inc. and any successor thereto.
1.19 "PLAN" means the Stock-Based Incentive Compensation Plan herein set forth,
as amended from time to time.
1.20 "RESTRICTED STOCK" means Stock awarded by the Committee under Section 7.
1.21 "RESTRICTION PERIOD" means the period during which Restricted Stock
awarded under Section 7 is subject to forfeiture.
1.22 "RETIREMENT" means - retirement from the active employment of the Company
or an Affiliate pursuant to the relevant provisions of the applicable
retirement plan of the employing entity or as otherwise determined by the
Board.
1.23 "SEC" means the U.S. Securities and Exchange Commission.
1.24 "STOCK" means the Series A Common Stock of Parent or such other class or
kind of shares of capital stock or other securities as may result from the
application of Section 10.
1.25 "STOCK APPRECIATION RIGHT" or "SAR" means a stock appreciation right
awarded by the Committee under Section 9.
1.26 "SUBSIDIARY" means any corporation (other than Parent) in an unbroken
chain of corporations beginning with Parent if each of the corporations
other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
1.27 "TEN PERCENT SHAREHOLDER" means a person who on any given date owns,
either directly or within the meaning of the attribution rules contained
in Section 424(d) of the Code, stock possessing more than ten percent of
the total combined voting power of all classes of stock of Parent, a
Subsidiary or Affiliate.
2. AWARDS
2.01 Awards that may be granted under the Plan are:
(a) Deferred Stock Awards, giving the Holder the right to receive,
without payment, a specified number of shares of Stock at the end of
a specified Deferral Period or Periods.
(b) Restricted Stock Awards, giving the Holder the right to receive,
without payment, a specified number of shares of Stock subject to
forfeiture upon the occurrence of specified events.
(c) Incentive Stock Options, giving the Holder the right for a specified
time period to purchase a specified number of shares of Stock for a
price per share not less than Fair Market Value on the Award Date.
2
<PAGE> 27
(d) Non-Qualified Options, giving the Holder the right for a specified
time period to purchase a specified number of shares of Stock for a
price per share that may be less than Fair Market Value on the Award
Date.
(e) Stock Appreciation Rights, giving the Holder the right to receive,
upon exercise of the SAR, the increase in the Fair Market Value of a
specified number of shares of Stock from the Award Date to the date
of exercise.
2.02 Each Award shall be evidenced by an appropriate agreement with the
Holder which shall conform to the requirements of the Plan and may
contain such other provisions as the Committee shall deem advisable.
3. ELIGIBILITY
Any Employee is eligible to receive an Award, provided that an
Incentive Stock Option shall not be granted to a Ten Percent
Shareholder except on such terms concerning the option price and
period of exercise as are provided in Paragraphs 8.01, 8.02 and
8.03.
4. ADMINISTRATION OF PLAN
4.01 The Plan shall be administered and interpreted by the
Committee, which shall have full authority to act in selecting
Employees to whom Awards will be granted, in determining the
type and amount of Awards to be granted to each such Employee,
the terms and conditions of Awards and the terms of agreements
which will be entered into with Holders in connection with
Awards. The Committee shall have at least two members, each of
whom shall be a Disinterested Person.
4.02 The Committee's powers shall include, but not be limited to,
the power to (a) determine whether, to what extent and under
what circumstances (i) an option may be exchanged for cash,
Restricted Stock, Deferred Stock or some combination thereof;
(ii) an Award is made and operates on a tandem basis with
other Awards made hereunder; (iii) Stock or cash payable with
respect to an Award shall be deferred either automatically or
at the election of the Holder (including the power to add
deemed earnings to any such deferral); (b) condition an Award
upon the attainment of specified performance goals; and (c)
determine the effect, if any, of a change in control of Parent
upon outstanding Awards.
4.03 The Committee shall have the power to adopt regulations for
carrying out the Plan and to make such changes in such
regulations as it shall from time to time deem advisable. The
Committee shall have the power unilaterally and without
approval of a Holder to amend an existing Award in order to
carry out the purposes of the Plan so long as such amendment
does not deprive the Holder of any benefit granted by the
Award and so long as the amended Award comports with the terms
of the Plan. Amendments adverse to the interests of the Holder
must be approved by the Holder. Any interpretation by the
Committee of the terms and provisions of the Plan and the
administration thereof, and all action taken by the Committee,
shall be final and binding on Plan participants.
5. SHARES OF STOCK SUBJECT TO THE PLAN
5.01 Subject to adjustment as provided in Section 10, the total
number of shares of Stock available for Awards under the Plan
shall be 1,675,000 shares.
5.02 Any shares issued by Parent in a business combination
transaction through the assumption or substitution of
outstanding awards made by an acquired company shall not
reduce the shares available for Awards under the Plan. If any
shares subject to any Award granted hereunder are
3
<PAGE> 28
forfeited or such Award otherwise terminates without the
issuance of such shares or the payment of other consideration
in lieu of such shares, the shares subject to such Award, to
the extent of any such forfeiture or termination, shall again
be available for Awards under the Plan.
6. DEFERRED STOCK
An Award of Deferred Stock shall be subject to the following terms
and conditions:
6.01 Upon determination of the number of shares of Deferred Stock
to be awarded to a Holder, the Committee shall direct that the
same be credited to the Holder's account on the books of
Parent but that issuance and delivery of the same shall be
deferred until the date or dates provided in Section 6.03
hereof. Prior to such issuance and delivery, the Holder shall
have no rights as a shareholder with respect to any shares of
Deferred Stock credited to the Holder's account.
6.02 Amounts equal to any dividends declared and paid during the
Deferral Period with respect to the number of shares covered
by a Deferred Stock Award will be paid to the Holder
currently, or deferred and deemed to be reinvested in
additional Deferred Stock, or otherwise reinvested on such
terms, as determined at the time of the Award by the
Committee, in its sole discretion.
6.03 The Deferred Stock agreement shall specify the duration of the
Deferral Period taking into account termination of employment
on account of death, disability, Retirement or other cause.
The Deferral Period may consist of one or more installments.
At the end of the Deferral Period or any installment thereof,
certificates representing the Shares of Deferred Stock
applicable to such Period or installment credited to the
account of a Holder shall be issued and delivered to the
Holder (or, where appropriate, the Holder's legal
representative) in accordance with the terms of the Deferred
Stock agreement. The Committee may, in its sole discretion,
accelerate the delivery of all or any part of a Deferred Stock
Award or waive the deferral limitations for all or any part of
a Deferred Stock Award.
7. RESTRICTED STOCK
An Award of Restricted Stock shall be subject to the following terms
and conditions:
7.01 Upon determination of the number of shares of Restricted Stock
to be granted to a Holder, the Committee shall direct that a
certificate or certificates representing such number of shares
be issued to the Holder and registered in the Holder's name.
The certificate(s) representing such shares shall be legended
as to sale, transfer, assignment, pledge or other encumbrance
during the Restriction Period and deposited by the Holder,
together with a stock power with respect to the transfer
thereof endorsed in blank, with Parent, to be held in escrow
during the Restriction Period.
7.02 During the Restriction Period the Holder shall have the right
to receive dividends from and to vote the shares of Restricted
Stock.
7.03 The Restricted Stock agreement shall specify the duration of
the Restriction Period and the performance, employment or
other conditions (including termination of employment on
account of death, disability, Retirement or other cause) under
which the Restricted Stock may be forfeited to Parent. At the
end of the Restriction Period, the restrictions imposed
hereunder shall lapse with respect to the number of shares of
Restricted Stock as determined by the Committee, and the
legend shall be removed and the certificates for such number
of shares delivered to the Holder (or, where appropriate, the
Holder's legal representative). The Committee may, in its sole
discretion, modify or accelerate the vesting of shares of
Restricted Stock.
4
<PAGE> 29
8. OPTIONS
An Award of Options shall be subject to the following terms and
conditions:
8.01 OPTION PRICE: The price per share at which Stock may be
purchased upon exercise of an Option shall be determined by
the Committee, but in the case of grants of ISOs, shall be not
less than the Fair Market Value on the Award Date. In the case
of any ISO granted to a Ten Percent Shareholder, the Option
price per share shall not be less than 110% of the Fair Market
Value on the Award Date. The Option price per share for NQOs
may be less than the Fair Market Value on the Award Date.
8.02 TERM OF OPTIONS: The Option agreement shall specify when an
Option may be exercisable and the terms and conditions
applicable thereto and whether the Option is an ISO or an NQO.
The term of an Option shall in no event be longer than ten
years (five years in the case of an ISO granted to a Ten
Percent Shareholder) and no Option may be exercisable earlier
than six months from the Award Date.
8.03 INCENTIVE STOCK OPTIONS: Each provision of the Plan and each
Option agreement relating to an ISO shall be construed so that
each ISO shall be an Incentive Stock Option as defined in
Section 422 of the Code, and any provisions of the Option
agreement thereof that cannot be so construed shall be
disregarded. In no event may an ISO be granted after March 14,
2001. ISOs may not be granted to Employees of Affiliates.
8.04 RESTRICTION ON TRANSFERABILITY: No Option shall be
transferable otherwise than by will or the laws of descent and
distribution and, during the lifetime of the Holder, shall be
exercisable only by the Holder. Upon the death of a Holder,
the person to whom the rights have passed by will or by the
laws of descent and distribution may exercise an Option only
in accordance with this Section 8.
8.05 PAYMENT OF OPTION PRICE: The Option price of the shares of
Stock payable upon the exercise of an Option shall be paid in
full in cash at the time of the exercise or, with the consent
of the Committee, in whole or in part in shares of Stock
valued at Fair Market Value on the date of exercise. With the
consent of the Committee, payment upon the exercise of a NQO
may be made in whole or in part (as determined by the
Committee) by Restricted Stock based on Fair Market Value on
the date of exercise. In such case, the shares of Stock to
which the Option relates shall be subject to the same
forfeiture restrictions originally imposed on the shares of
Restricted Stock exchanged therefor.
8.06 TERMINATION BY DEATH: If a Holder's employment by the Company
or Affiliate terminates by reason of death, any Option held by
such Holder may thereafter be exercised, to the extent
exercisable at the time of death or on such accelerated basis
as the Committee may determine at or after grant, by the legal
representative of the Holder until the earlier to occur of the
expiration of (i) the period of six months from the date of
death or (ii) the stated term of such Option.
8.07 TERMINATION BY REASON OF RETIREMENT OR DISABILITY: If a
Holder's employment by the Company or Affiliate terminates by
reason of disability (as determined by the Committee) or
Retirement, any Option held by such Holder may thereafter be
exercised by the Holder (or, where appropriate, the Holder's
legal representative), to the extent exercisable at the time
of termination or on such accelerated basis as the Committee
may determine at or after grant, until the earlier to occur of
the expiration of (i) the period of three months from the date
of termination or (ii) the stated term of such option.
5
<PAGE> 30
8.08 OTHER TERMINATION: If a Holder's employment by the Company or
Affiliate terminates for any reason other than death,
disability or Retirement, the Option shall terminate on the
date of such termination of employment.
9. STOCK APPRECIATION RIGHTS
An Award of SARs shall be subject to the following terms and
conditions:
9.01 An SAR may be granted in tandem with all or a portion of a
related Option ("Tandem SAR"), or may be granted separately
("Freestanding SAR"). A Tandem SAR may be granted either at
the Award Date of the Option or at any time thereafter during
the term of the Option and shall be exercisable only to the
extent that the related Option is exercisable. In no event
shall any SAR be exercisable within the first six months of
its grant.
9.02 The base price of a Tandem SAR shall be the option price under
the related Option. The base price per share of a Freestanding
SAR shall be not less than 100% of Fair Market Value, as
determined by the Committee, on the Award Date of the
Freestanding SAR.
9.03 An SAR shall entitle the Holder to receive a payment equal to
the excess of the aggregate Fair Market Value of the shares of
Stock covered by the SAR on the date of exercise over the base
price of the SAR. Such payment may be in cash or in shares of
Stock, Deferred Stock, or Restricted Stock, or in any
combination thereof, as the Committee shall determine. Upon
exercise of a Tandem SAR as to some or all of the shares of
Stock covered, the related Option shall be canceled
automatically to the extent of the number of shares of Stock
covered by such exercise, and such shares shall no longer be
available for purchase under the Option pursuant to Section 8.
Conversely, if the related Option is exercised as to some or
all of the shares of Stock covered thereby, the related Tandem
SAR, if any, shall be canceled automatically to the extent of
the number of shares of Stock covered by the Option exercise.
9.04 SARs shall be subject to the same terms and conditions
applicable to Options as stated in Paragraphs 8.02, 8.04,
8.06, 8.07, and 8.08. SARs shall also be subject to such other
terms and conditions not inconsistent with the Plan as shall
be determined by the Committee.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of a reorganization, recapitalization, stock split,
spin-off, split-off, split-up, stock dividend. issuance of stock
rights, combination of shares, merger, consolidation or any other
change in the corporate structure of Parent affecting Stock, or any
distribution to shareholders other than a cash dividend, the Board
shall make appropriate adjustment in the number and kind of shares
authorized by the Plan and such adjustments to outstanding Awards as
it determines appropriate. No fractional shares of Stock shall be
issued pursuant to such an adjustment, but an amount equivalent to
the portion of Fair Market Value attributable to any such fractional
shares shall, where appropriate, be paid in cash to the Holder.
11. TERMINATION AND AMENDMENT
The Plan shall remain in full force and effect until terminated by
the Board. The Board shall have the power to amend, suspend or
terminate the Plan at any time, provided that no such amendment
shall be made without shareholder approval which shall:
(a) Increase (except as provided in Section 10) the total number
of shares available for issuance pursuant to the Plan;
6
<PAGE> 31
(b) Change the class of Employees eligible to be Holders;
(c) Change the provisions of this Section 11; or
(d) Effect other change for which shareholder approval would be
required under Rule 16b-3 under the 1934 Act or any successor
provision promulgated by the SEC.
Termination of the Plan pursuant to this Section 11 shall not affect
Awards outstanding under the Plan at the time of termination.
12. NON-ASSIGNABILITY
Awards may not be pledged, assigned or transferred for any reason
during the Holder's lifetime, and any attempt to do so shall be void
and the relevant Award shall be forfeited.
13. GENERAL PROVISIONS
13.01 Nothing contained in the Plan, or an Award granted pursuant to
the Plan, shall confer upon an Employee any right with respect
to continuance of employment by the Company or Affiliate, nor
interfere in any way with the right of the Company or
Affiliate to terminate such employment at any time.
13.02 For purposes of this Plan, transfer of employment between any
of Parent, Subsidiaries and Affiliates shall not be deemed
termination of employment.
13.03 Holders shall be responsible to make appropriate provision for
all taxes required to be withheld in connection with any
Award, the exercise thereof and the transfer of shares of
Stock pursuant to this Plan. Such responsibility shall extend
to all applicable federal, state, local or foreign withholding
taxes. In the case of payment of Awards in the form of Stock,
or exercise of Options or SARs, Parent shall, at the election
of the Holder, have the right to retain the number of shares
of Stock whose aggregate Fair Market Value equals the amount
to be withheld in satisfaction of the applicable withholding
taxes. Agreements evidencing such Awards shall contain
appropriate provisions to effect withholding in this manner.
13.04 Without amending the Plan, Awards may be granted to Employees
who are foreign nationals or employed outside the United
States or both, on such terms and conditions different from
those specified in the Plan as may, in the judgment of the
Committee, be necessary or desirable to further the purpose of
the Plan.
13.05 To the extent that federal laws (such as the 1934 Act, the
Code or the Employee Retirement Income Security Act of 1974)
do not otherwise control, the Plan and all determinations made
and actions taken pursuant hereto shall be governed by the law
of the Commonwealth of Pennsylvania and construed accordingly.
7
<PAGE> 32
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 10, 1999
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 PROPOSALS 1, 2 AND 3.
FOR WITHHELD
1. ELECTION OF DIRECTORS [ ] [ ]
FOR, EXCEPT VOTES WITHHELD FROM THE FOLLOWING NOMINEE(S):
NOMINEES: R.L. Armitage
J.L. Brown
T.E. Carroll
T. Harvey
W.F. Hosking, Jr.
W.L. Robertson
K.W. Swoyer
T.M. Swoyer, Jr.
A.F. Thompson
R.F. Weston
J.H. Wolfe
FOR AGAINST ABSTAIN
2. Approval of the Roy F. Weston, Inc.
Director Stock Compensation Plan [ ] [ ] [ ]
3. Approval of Amendment to Roy F.
Weston, Inc. Stock-Based Incentive
Compensation Plan [ ] [ ] [ ]
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 PROPOSALS 1, 2 AND 3.
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> 33
ROY F. WESTON, INC.
SERIES A COMMON STOCK
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS MAY 10, 1999
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 10, 1999, at the Annual Meeting of
Shareholders to be held on May 10, 1999, or any adjournment thereof.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE VOTE, SIGN ON REVERSE SIDE AND RETURN PROMPTLY.
<PAGE> 34
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
ROY F. WESTON, INC.
COMMON STOCK
MAY 10, 1999
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 PROPOSALS 1, 2 AND 3.
FOR WITHHELD
1. ELECTION OF DIRECTORS [ ] [ ]
FOR, EXCEPT VOTES WITHHELD FROM THE FOLLOWING NOMINEE(S):
NOMINEES: R.L. Armitage
J.L. Brown
T.E. Carroll
T. Harvey
W.F. Hosking, Jr.
W.L. Robertson
K.W. Swoyer
T.M. Swoyer, Jr.
A.F. Thompson
R.F. Weston
J.H. Wolfe
FOR AGAINST ABSTAIN
2. Approval of the Roy F. Weston, Inc.
Director Stock Compensation Plan [ ] [ ] [ ]
3. Approval of Amendment to Roy F.
Weston, Inc. Stock-Based Incentive
Compensation Plan [ ] [ ] [ ]
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 PROPOSALS 1, 2 AND 3.
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> 35
ROY F. WESTON, INC.
COMMON STOCK
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS MAY 10, 1999
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 10, 1999, at the Annual Meeting of Shareholders to be
held on May 10, 1999, or any adjournment thereof.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE VOTE, SIGN ON REVERSE SIDE AND RETURN PROMPTLY.
