<PAGE>
________________________________________________________________________________
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
---------------
Filed by the Registrant [x]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
---------------
ENVIROSOURCE, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ENVIROSOURCE, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
----------------
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
[ ] 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>
ENVIROSOURCE, INC.
FIVE HIGH RIDGE PARK
P.O. BOX 10309
STAMFORD, CT 06904-2309
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 20, 1994
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
ENVIROSOURCE, INC., a Delaware corporation (the 'Company'), will be held at the
offices of Chemical Bank, 270 Park Avenue, 11th floor, New York, New York, on
Wednesday, July 20, 1994 at 10:00 A.M. (local time), for the following purposes:
1. To elect four members of Class B of the Board of Directors.
2. To ratify and approve the selection of Ernst & Young as the
Company's independent public accountants for the fiscal year ending
December 31, 1994.
3. To transact such other and further business as may properly come
before the meeting or any adjournment or adjournments thereof.
Holders of record of shares of the Company's Common Stock or Class G
Preferred Stock at the close of business on May 23, 1994 are entitled to notice
of and to vote at the meeting. A complete list of the Company's stockholders
will be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours for ten days prior to the meeting at
the offices of American Stock Transfer & Trust Company, 40 Wall Street, 46th
Floor, New York, New York. The list will also be produced and kept at the time
and place of the meeting and may be inspected by any stockholder who is present.
A copy of the Company's 1993 Annual Report to Stockholders is enclosed
herewith.
By Order of the Board of Directors
C. E. HUBEN
CHRISTINA E. HUBEN
Secretary
Dated: June 6, 1994
<PAGE>
ENVIROSOURCE, INC.
FIVE HIGH RIDGE PARK
P.O. BOX 10309
STAMFORD, CT 06904-2309
------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 20, 1994
------------------------
June 6, 1994
To the Stockholders:
This Proxy Statement is furnished to you in connection with the Annual
Meeting of the Stockholders (the 'Annual Meeting') of EnviroSource, Inc., a
Delaware corporation (the 'Company'), and the related solicitation by the Board
of Directors of the Company of Proxies in the accompanying form, to be held at
the offices of Chemical Bank, 270 Park Avenue, 11th floor, New York, New York,
on Wednesday, July 20, 1994 at 10:00 A.M. (local time) and at any subsequent
time that may be necessary by the adjournment thereof.
If you were a holder of record of shares of the Company's Common Stock or
Class G Preferred Stock at the close of business on May 23, 1994, you are
entitled to vote at the Annual Meeting. If you cannot be present at the Annual
Meeting in person, a form of Proxy is enclosed, which the Board of Directors
requests you to execute and return as soon as possible. A Proxy can be revoked
at any time before it is voted, either in person at the Annual Meeting, by
executing and submitting a new Proxy that is dated a date after the Proxy to be
revoked or by delivery of a duly executed written statement to that effect
addressed to the Secretary of the Company.
As of the close of business on May 23, 1994, there were outstanding and
entitled to vote at the Annual Meeting 40,055,759 shares of Common Stock, $.05
par value (the 'Common Stock'), and 308,580 shares of Class G $7.25 Cumulative
Convertible Preferred Stock, $.25 par value (the 'Class G Preferred Stock').
Each share of Common Stock and Class G Preferred Stock is entitled to one vote.
In the event of a 'broker non-vote' with respect to any issue coming before the
meeting, arising from the absence of authorization by the beneficial owner to
vote as to that issue, the Proxy will be counted as present for purposes of
determining the existence of a quorum but will not be deemed as present and
entitled to vote as to that issue for purposes of determining the total number
of shares required for adoption.
ALL STOCKHOLDERS ARE URGED TO FILL IN, SIGN, DATE AND MAIL THE ENCLOSED
PROXY. If mailed in the United States in the enclosed envelope, no postage is
required. The prompt return of your Proxy to vote your shares of Common Stock or
Preferred Stock will save the Company the expense of further communication. If
you attend the Annual Meeting and vote in person, the Proxy will not be used.
The Proxy Statement and the Proxies in the accompanying form are first
being sent to stockholders on or about June 10, 1994.
PROXIES
THE PERSONS NAMED IN THE ACCOMPANYING PROXY INTEND TO VOTE PROXIES FOR THE
ELECTION OF NOMINEES FOR DIRECTOR DESCRIBED HEREIN UNLESS AUTHORITY TO VOTE FOR
ANY OR ALL OF THE NOMINEES IS WITHHELD. In the event that any nominee at the
time of election shall be unable or for good reason unwilling to serve (which
contingencies are not now contemplated or foreseen) and in consequence other
nominees shall be nominated, the persons named in the Proxy shall have the
discretion and authority to vote or refrain from voting in accordance with their
judgment on such other nominations. IN ADDITION, UNLESS OTHERWISE SPECIFIED IN
THE PROXY, PROXIES WILL BE VOTED FOR THE RATIFICATION AND APPROVAL OF THE
SELECTION OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE
<PAGE>
FISCAL YEAR ENDING DECEMBER 31, 1994. See 'Other Matters' with respect to
additional discretion and authority conferred by the accompanying Proxy.
PROPOSAL 1
ELECTION OF CLASS B DIRECTORS
The Board of Directors of the Company consists of three classes: Class A,
Class B and Class C. Class A consists of three directors and Classes B and C
each consist of four directors. Directors in each class serve for a three-year
term and until their respective successors have been elected and qualified. The
term of the present Class B directors will end with this year's Annual Meeting,
the term of the present Class C directors will end with the 1995 Annual Meeting
and the term of the present Class A directors will end with the 1996 Annual
Meeting.
Four directors, to serve as Class B directors, are to be elected at the
Annual Meeting, to hold office until the 1997 Annual Meeting and until their
respective successors have been elected and qualified. The names of the four
nominees for director and the names of the directors continuing in office whose
terms do not expire in 1994, together with certain information furnished to the
Company by each nominee and director, are set forth below (see also 'Certain
Transactions' and 'Security Ownership of Certain Beneficial Owners'). Assuming
the presence of a quorum, directors shall be elected by a plurality of the votes
present or represented by proxy at the Annual Meeting. THE BOARD OF DIRECTORS
RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES FOR CLASS
B DIRECTORS INDICATED BELOW.
NOMINEES FOR ELECTION AS CLASS B DIRECTORS
Wallace B. Askins (age 63) has been a director of the Company since 1978.
Mr. Askins served as Executive Vice President and Chief Financial Officer of
Armco Inc. ('Armco') (a manufacturer of steel and other products) from June
1984, and as a director of Armco from December 1985, until his retirement in
November 1992.
John M. Roth (age 35) became a director of the Company in May 1993. Mr.
Roth is one of four designees initially appointed to the Board of Directors on
May 13, 1993 pursuant to the stock purchase agreement (the 'Purchase Agreement')
described under the caption 'Change in Control', which provided that upon
completion of the transactions contemplated therein four initial designees of FS
Equity Partners II, L.P. ('FSEP'), an affiliate of Freeman Spogli & Co.
('FS&Co.'), would replace four existing members of the Company's Board of
Directors. He joined FS&Co. in March 1988 and became a general partner in March
1993. From 1984 to 1988, Mr. Roth was a Vice President in the Merger and
Acquisition Group of Kidder, Peabody & Co. Incorporated. From 1983 to 1984, Mr.
Roth worked as a management consultant with McKinsey & Company, Inc.
Arthur R. Seder, Jr. (age 74) has served as a director of the Company since
June 1988. Mr. Seder is a consultant in matters relating to the natural gas
industry. He served as Special Counsel to Columbia Gas Transmission Corporation
from June 1988 until 1992. From 1985 to 1988, he was of counsel to the
Washington, D.C. office of the law firm of Sidley & Austin. From 1976 until
April 1985, he was Chairman and Chief Executive Officer of American Natural
Resources Company (a diversified energy and transportation company).
J. Frederick Simmons (age 39) became a director of the Company in May 1993.
Mr. Simmons is one of the FSEP designees initially appointed to the Board of
Directors on May 13, 1993 pursuant to the Purchase Agreement. He joined FS&Co.
in 1986 and became a general partner in January 1991. Prior to 1986, Mr. Simmons
was Vice President of Bankers Trust Company's lending group specializing in
leveraged buyouts and health care. Mr. Simmons is also a director of Buttrey
Food and Drug Stores Company and Orchard Supply Hardware Stores Corporation.
CLASS C DIRECTORS
Raymond P. Caldiero (age 59) has served as a director of the Company since
February 1992. Mr. Caldiero has served as Chairman of Caldiero International,
Inc. (a consultant in the areas of hotel
2
<PAGE>
development, lobbying, marketing and sales) since 1989. From 1973 to 1988, Mr.
Caldiero served as Vice President and Assistant to the President of Marriott
Corporation (a hotel and restaurant company). He is a director of Capital Bank
and served as a director of Envirosafe Services, Inc. ('Envirosafe') from 1987
until February 1992. Mr. Caldiero became a director of the Company in February
1992 pursuant to the terms of a merger agreement between Envirosafe and a
wholly-owned subsidiary of the Company.
William H. Sherer (age 40) became a director of the Company in May 1993.
Mr. Sherer is one of the FSEP designees initially appointed to the Board of
Directors on May 13, 1993 pursuant to the Purchase Agreement. He joined FS&Co.
in 1988. Prior to joining FS&Co., Mr. Sherer was a Vice President of the
Corporate Finance Department of Kidder, Peabody & Co. Incorporated. Mr. Sherer
is also a director of Duff & Phelps Corporation and Buttrey Food and Drug Stores
Company.
Ronald P. Spogli (age 46) became a director and Chairman of the Board of
the Company in May 1993. Mr. Spogli is one of the FSEP designees initially
appointed to the Board of Directors on May 13, 1993 pursuant to the Purchase
Agreement. He is a founding partner of FS&Co. Mr. Spogli is also a director of
Mac Frugal's BargainsClose-Outs Inc., Orchard Supply Hardware Stores Corporation
and Buttrey Food and Drug Stores Company.
William M. Wardlaw (age 47) became a director of the Company in August
1993. Mr. Wardlaw is one of three additional FSEP designees appointed to the
Board of Directors. He joined FS&Co. in March 1988 and became a general partner
in January 1991. From 1984 to 1988, Mr. Wardlaw was a principal of the law firm
of Riordan & McKinzie. He is also a director of Buttrey Food and Drug Stores
Company.
CLASS A DIRECTORS
Louis A. Guzzetti, Jr. (age 55) has been a director and President and Chief
Executive Officer of the Company since October 1986. From June 1983 until April
1986, Mr. Guzzetti was employed by United Brands Company ('United Brands')(a
diversified international company), serving as its Executive Vice President and
Chief Administrative Officer from June 1983 until August 1985 and as President
and Chief Executive Officer of its United Fruit Company subsidiary from October
1984 until April 1986. He was also a director of United Brands from August 1984
until June 1986.
Jeffrey G. Miller (age 52) was re-elected as a director of the Company in
August 1993. Mr. Miller has been a professor at Pace University School of Law
since 1987. He has also been of counsel to the Seattle and Washington D.C. law
firm of Perkins Coie since 1987. Mr. Miller was a director of Envirosafe from
1987 to February 1992. He became a director of the Company in February 1992
pursuant to the terms of a merger agreement between Envirosafe and a
wholly-owned subsidiary of the Company. Mr. Miller resigned on May 13, 1993
pursuant to the terms of the Purchase Agreement. The Purchase Agreement provided
that FSEP may elect to have three additional designees appointed to the Board of
Directors. Mr. Miller is one of those designees.
Jon D. Ralph (age 29) has been a director of the Company since August 1993.
He joined FS&Co. in August 1989. Prior to joining FS&Co., Mr. Ralph was employed
in the Investment Banking Division of Morgan Stanley & Co. Incorporated
beginning in 1986. Mr. Ralph is one of the three additional FSEP designees.
OTHER INFORMATION AS TO DIRECTORS
During the fiscal year ended December 31, 1993, the Board of Directors held
seven meetings. Mr. Wardlaw is the only director who attended fewer than 75% of
the meetings of the Board during 1993.
The Board of Directors has an Executive Committee, consisting of Messrs.
Guzzetti, Simmons and Spogli; an Audit Committee, consisting of Messrs. Askins,
Seder and Sherer; and a Compensation and Stock Option Committee, consisting of
Messrs. Askins, Caldiero, Roth and Simmons.
The function of the Executive Committee is to exercise the powers and
authority of the full Board of Directors, to the extent permitted by law, when
it is not in session. The Executive Committee held one meeting during 1993.
3
<PAGE>
The primary function of the Audit Committee, which held two meetings during
1993, is to review the scope and results of each year's annual audit as well as
the Company's internal accounting procedures.
The function of the Compensation and Stock Option Committee is to
administer the Company's Incentive Stock Option Plan, to award stock options
thereunder and to review and make recommendations concerning other Company
plans, executive compensation and such other matters referred to it by the Board
of Directors. The Compensation and Stock Option Committee held one meeting
during 1993.
The Company pays each director other than Mr. Guzzetti and general partners
or employees of FS&Co. an annual fee of $15,000 (payable in four equal quarterly
installments). In addition, the Company pays the reasonable expenses of each
director in connection with his attendance at each meeting of the Board of
Directors or any committee thereof. In connection with their election in
February 1992 as directors of the Company, each of Mr. Caldiero and Mr. Miller
was granted an option to purchase 20,000 shares of Common Stock of the Company
at an exercise price of $2.625 per share, which became exercisable in September
1993 and expires in March 2002. Pursuant to its terms, Mr. Miller's option would
have expired 90 days after his resignation in May 1993. In connection with his
re-election to the Board of Directors in August 1993, the Company amended Mr.
Miller's option to provide that his option will remain in effect, as if he had
not resigned, during the period from May 13, 1993 until such re-election. On
August 5, 1993, Mr. Askins was granted an option to purchase 20,000 shares of
Common Stock of the Company at an exercise price of $4.25 per share, which
becomes exercisable in August 1995 and expires in August 2003. On November 1,
1993, the Company granted an option to purchase 20,000 shares of Common Stock of
the Company to Mr. Seder at an exercise price of $4.25 per share, which becomes
exercisable in November 1995 and expires in November 2003. Mr. Seder's
previously issued option to purchase 20,000 shares of Common Stock at an
exercise price of $7.75 was terminated at the same time.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Company's records and other information obtained by the Company from
outside sources indicate that as of May 1, 1994, unless otherwise stated, the
following persons were the beneficial owners of more than 5% of the outstanding
shares of the Common Stock of the Company.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER(1) CLASS OWNED OF CLASS
- - -------------------------------------------------------- ------------- ------------ --------
<S> <C> <C> <C>
FS Equity Partners II, L.P. Common Stock 20,400,702(3) 49.3%
c/o Freeman Spogli & Co.(2) ..........................
11100 Santa Monica Blvd.
Suite 1900
Los Angeles, CA 90025
The IBM Retirement Plan Trust Fund ..................... Common Stock 2,847,751(4) 7.1
262 Harbor Place
Stamford, CT 06904-2399
</TABLE>
- - ------------
(1) To the best of the Company's knowledge, except as otherwise provided herein,
the persons named in the table have sole voting and investment power with
respect to all shares of equity securities shown as beneficially owned by
them.
(2) FS&Co., as general partner of FSEP, has the sole power to vote and dispose
of such shares. Messrs. Roth, Simmons, Spogli and Wardlaw, each of whom is a
director of the Company, and Bradford M. Freeman are general partners of
FS&Co., and as such may be deemed to be the beneficial owners of the shares
of the Company's capital stock indicated as beneficially owned by FSEP.
(footnotes continued on next page)
4
<PAGE>
(footnotes continued from previous page)
(3) Includes 1,296,556 shares issuable upon exercise of warrants held by FSEP.
(4) Includes 180,997 shares issuable upon exercise of warrants held by the IBM
Retirement Plan Trust Fund (the 'IBM Trust').
SECURITY OWNERSHIP OF MANAGEMENT
As of May 1, 1994, the following directors, executive officers and all
directors and officers as a group, were the beneficial owners of shares of
Common Stock of the Company.
<TABLE>
<CAPTION>
EQUITY SECURITIES OF THE COMPANY
BENEFICIALLY OWNED AS OF
MAY 1, 1994(1)
-------------------------------------------
NUMBER OF PERCENT
NAME AND POSITION WITH COMPANY CLASS SHARES OF CLASS
- - --------------------------------------------------------------- ------------- ---------- --------
<S> <C> <C> <C>
Class A Directors
Louis A. Guzzetti, Jr., President and Chief Executive
Officer................................................. Common Stock 608,909(3) 1.5%
Jeffrey G. Miller......................................... Common Stock 20,000(3) *
William M. Wardlaw(2)..................................... Common Stock 20,400,702(4) 49.3%
Class B Directors
Wallace B. Askins......................................... Common Stock 16,356 *
John M. Roth(2)........................................... Common Stock 20,400,702(4) 49.3%
Arthur R. Seder, Jr. ..................................... Common Stock 10,000 *
J. Frederick Simmons(2)................................... Common Stock 20,400,702(4) 49.3%
Class C Directors
Raymond P. Caldiero Common Stock 20,000(3) *
Jon D. Ralph.............................................. -- -- --
William H. Sherer......................................... -- -- --
Ronald P. Spogli, Chairman of the Board(2)................ Common Stock 20,400,702(4) 49.3%
Other Four Most Highly Compensated Executive Officers
Jerrold I. Dolinger....................................... Common Stock 101,064(3)(5) *
George E. Fuehrer......................................... Common Stock 150,801(3) *
James C. Hull............................................. Common Stock 55,720(3) *
Gene A. Iannazzo.......................................... Common Stock 30,443(3) *
All directors and officers as a group (17 persons)............. Common Stock 21,527,570(6) 51.4%
</TABLE>
- - ------------
* Less than 1%
(1) Unless otherwise disclosed, the persons named in the table have sole voting
and investment power with respect to all shares of equity securities shown
as beneficially owned by them.
(2) All shares shown as beneficially owned are held of record by FSEP. As
general partner of FSEP, FS&Co. has the sole power to vote and dispose of
such shares. Messrs. Roth, Simmons, Spogli and Wardlaw, each of whom is a
director of the Company, are general partners of FS&Co., and as such may be
deemed to be the beneficial owners of the shares of the Company's Common
Stock indicated as beneficially owned by each of them.
(3) Includes (i) shares for which options under EnviroSource's Incentive Stock
Option Plan, EnviroSource's 1993 Stock Option Plan or otherwise are
exercisable within 60 days, as follows: Mr. Dolinger, 44,254 shares; Mr.
Fuehrer, 95,648 shares; Mr. Guzzetti, 222,304 shares; Mr. Hull, 19,200
shares; Mr. Iannazzo, 14,600 shares; and Messrs. Caldiero and Miller, 20,000
shares each; and (ii) shares held through the EnviroSource, Inc. Savings
Plan and the EnviroSource, Inc. Profit Sharing Plan as of December 31, 1993,
as follows: Mr. Dolinger, 36,810 shares; Mr. Fuehrer, 25,003 shares; Mr.
Guzzetti, 81,255 shares; Mr. Hull, 35,020 shares; and Mr. Iannazzo, 15,593
shares.
(4) Includes 1,296,556 shares issuable upon exercise of warrants held by FSEP.
(footnotes continued on next page)
5
<PAGE>
(footnotes continued from previous page)
(5) Excludes 2,000 shares owned by members of Mr. Dolinger's immediate family as
to which Mr. Dolinger disclaims beneficial ownership.
(6) Includes (i) 497,597 shares for which options under EnviroSource's Incentive
Stock Option Plan, EnviroSource's 1993 Stock Option Plan or otherwise are
exercisable within 60 days; (ii) 229,665 shares held through the
EnviroSource, Inc. Savings Plan and the EnviroSource, Inc. Profit Sharing
Plan as of December 31, 1993; (iii) 19,104,146 shares held of record by
FSEP; and (iv) 1,296,556 shares issuable upon exercise of warrants held by
FSEP. See footnote (2) for an explanation of the relationship between
certain directors and FSEP.
CHANGE IN CONTROL
On May 13, 1993 (the 'Closing'), the Company sold the equivalent of 13.1
million shares of Common Stock to FSEP, pursuant to a Stock Purchase Agreement,
dated as of April 16, 1993, as amended (the 'Purchase Agreement'), among the
Company, The Dyson-Kissner-Moran Corporation ('DKM'), WM Financial Corporation
('WM Financial' and, together with DKM, the 'Selling Stockholders') and FSEP. At
the Closing, FSEP also acquired certain securities of the Company held by the
Selling Stockholders. As a result of the transaction, FSEP acquired the
equivalent of 21.8 million shares of Common Stock, then representing
approximately 55% of the Common Stock on a primary basis.
The aggregate amount of consideration paid by FSEP was $81.6 million, of
which $49.4 million was paid to the Company and the balance to the Selling
Stockholders. Such funds were from capital contributions by the partners of FSEP
and from the proceeds of the simultaneous sale by FSEP to the IBM Trust
described below.
FSEP acquired from the Company (a) 6,355,480 shares of Common Stock and (b)
227,217 shares of Class J Convertible Preferred Stock (the 'Class J Preferred').
In addition, FSEP acquired from the Selling Stockholders, the following
securities: (a) 5,568,358 shares of Common Stock, (b) 105,705 shares of the
Company's Class H Cumulative Preferred Stock, including all accrued and unpaid
dividends (the 'Class H Preferred'), (c) warrants to purchase 1,675,133 shares
of Common Stock and (d) an option to purchase 1,000 shares of Common Stock (the
'Option').
Pursuant to a Purchase Agreement and Assignment and Assumption Agreement
among the Company, FSEP and the IBM Trust, dated as of May 13, 1993, FSEP sold
the following securities to the IBM Trust: (a) 1,831,764 shares of Common Stock,
(b) 27,833 shares of Class J Preferred and (c) warrants to purchase 205,200
shares of Common Stock.
At the Closing, FSEP transferred the shares of Class H Preferred to the
Company in exchange for 3,029,552 shares of Common Stock. The Class J Preferred
was automatically converted into 6,816,510 shares of Common Stock, 5,981,520
shares for FSEP and 834,990 shares for the IBM Trust, when the Company's
Certificate of Incorporation was amended on August 5, 1993 to authorize
sufficient additional shares of Common Stock to permit such conversion.
Pursuant to the Purchase Agreement, at the Closing four directors resigned
from the Company's Board of Directors and four designees of FSEP were appointed
to the Board. DKM agreed to cause the resignation of three remaining directors
from the Board upon exercise of the Option. FSEP designated three persons to
fill such vacancies.
FSEP and the IBM Trust currently own 47.7% and 6.7% of the Common Stock,
respectively. By virtue of the transaction with FSEP a change of control of the
Company may be deemed to have occurred. In a Schedule 13D filed with the
Securities and Exchange Commission by FSEP and its affiliates, FSEP expressly
disclaimed membership in a group with the IBM Trust.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by or
paid to the Chief Executive Officer and the other four most highly compensated
executive officers of the Company for the last three completed fiscal years.
Information in the columns labeled 'Annual Compensation' and 'Long Term
Compensation' is provided for the last three fiscal years and information in the
column labeled 'All Other Compensation' is provided for the 1993 and 1992 fiscal
years only.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION -------------
--------------------------- NUMBER OF ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS STOCK OPTIONS COMPENSATION
- - --------------------------------------------- ---- -------- ------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Louis A. Guzzetti, Jr. ...................... 1993 $390,750 $ 0 168,000 $ 20,786(1)
Chief Executive Officer 1992 367,750 0 0 20,171(2)
1991 351,250 50,000 30,000 --
Jerrold I. Dolinger ......................... 1993 155,625 0 56,000 22,291(1)(3)
Vice President, Corporate Development 1992 144,438 0 0 22,542(2)(3)
1991 137,250 19,000 20,000 --
George E. Fuehrer ........................... 1993 172,000 0 76,000 8,615(1)
Senior Vice President, Planning 1992 161,000 0 0 9,074(2)
1991 153,000 20,000 40,000 --
James C. Hull ............................... 1993 187,312 0 16,000 18,360(1)
Vice President and Chief Financial Officer 1992 177,188 0 0 18,737(2)
1991 169,000 23,000 20,000 --
Gene A. Iannazzo ............................ 1993 138,000 0 8,000 18,160(1)(3)
Vice President, Corporate Marketing 1992 132,000 0 0 17,920(2)(3)
1991 132,000 29,700 5,000 --
</TABLE>
- - ------------
(1) Includes Company contributions to accounts in the EnviroSource, Inc. Savings
Plan, as follows: Mr. Guzzetti, $8,994; Mr. Dolinger, $4,497; Mr. Hull,
$8,994; and Mr. Iannazzo, $8,160 and Company contributions to accounts in
the EnviroSource, Inc. Profit Sharing Plan as follows: Mr. Guzzetti,
$11,792; Mr. Dolinger, $7,794; Mr. Fuehrer, $8,615; and Mr. Hull, $9,366.
(2) Includes Company contributions to accounts in the EnviroSource, Inc. Savings
Plan, as follows: Mr. Guzzetti, $8,728; Mr. Dolinger, $4,347; Mr. Hull,
$8,728; and Mr. Iannazzo, $7,920 and Company contributions to accounts in
the EnviroSource, Inc. Profit Sharing Plan as follows: Mr. Guzzetti,
$11,443; Mr. Dolinger, $8,195; Mr. Fuehrer, $9,074; and Mr. Hull, $10,009.
(3) Includes $10,000 of loan forgiveness. See 'Employee Loans'.
-------------
The following table sets forth the number and value of options granted
during the fiscal year ended December 31, 1993 to the Chief Executive Officer
and the other four most highly compensated executive officers of the Company, as
well as the per share exercise price and the expiration date of options granted.
7
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
PERCENT
OF TOTAL
NUMBER OF OPTIONS/SARS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR BASE GRANT DATE
OPTIONS/SARS IN FISCAL PRICE EXPIRATION PRESENT
NAME GRANTED(#) YEAR ($/SH)(1) DATE VALUE($)(2)
- - ----------------------------------------------- ------------ ------------ -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Louis A. Guzzetti, Jr.......................... 88,000(3) 12.8% $ 4.25 6/16/03 $259,600
80,000 11.6 4.25 6/16/03 236,000
Jerrold I. Dolinger............................ 38,000(3) 5.5 4.25 6/16/03 112,100
18,000 2.6 4.25 6/16/03 53,100
George E. Fuehrer.............................. 56,000(3) 8.1 4.25 6/16/03 165,200
20,000 2.9 4.25 6/16/03 59,000
James C. Hull.................................. 16,000 2.3 4.25 6/16/03 47,200
Gene A. Iannazzo............................... 8,000 1.2 4.25 6/16/03 23,600
</TABLE>
- - ------------
(1) The exercise price is equal to the closing market price of the Company's
Common Stock on the date of grant.
(2) The grant date present values were determined using the Black-Scholes
pricing model and the following assumptions: 50% expected stock price
volatility, 6.36% risk-free rate of return, zero dividend yield and option
exercise at the end of the 10-year term.
(3) These options vest at the annual rate of 33 1/3% beginning on the first
anniversary of the date of grant. All other options listed vest at the
annual rate of 20% beginning on the first anniversary of the date of grant.
------------
The following table sets forth the number and value at December 31, 1993 of
all exercisable and unexercisable options held by the Chief Executive Officer
and the other four most highly compensated executive officers of the Company
under the Company's Incentive Stock Option Plan and the 1993 Stock Option Plan.
In 1993 none of the named executive officers exercised any options.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($)
--------------- ---------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE(1)
- - --------------------------------------------------------------------------- --------------- ---------------
<S> <C> <C>
Louis A. Guzzetti, Jr. .................................................... 168,000/195,000 $10,500/$15,750
Jerrold I. Dolinger........................................................ 24,000/72,000 7,000/10,500
George E. Fuehrer.......................................................... 68,000/93,000 7,000/10,500
James C. Hull.............................................................. 14,000/32,000 7,000/10,500
Gene A. Iannazzo........................................................... 11,200/13,800 1,750/2,625
</TABLE>
- - ------------
(1) The value of unexercised in-the-money options represents the difference
between the fair market value of the underlying securities as of December
31, 1993 and the exercise price of such options.
8
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation and Stock Option Committee are
Messrs. Askins, Caldiero, Roth and Simmons. Mr. Askins was an executive officer
of the Company's predecessor, White Motor Corporation, from December 1976 until
June 1984.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee of the Board of Directors (the
'Compensation Committee') is composed of two independent outside directors and
two directors who are principals of FS&Co. The Compensation Committee has
responsibility for administering the policies that govern employee compensation
programs and executive compensation, and for reviewing and making
recommendations concerning the Company's employee benefit plans, executive
compensation and such other matters as are referred to it by the Board of
Directors. The Compensation Committee has furnished the following report on
executive compensation:
The Compensation Committee believes it is important to align the
financial interests of the Company's senior managers, including the Chief
Executive Officer, with those of its stockholders. In furtherance of this
objective, the Company relies to a significant degree on annual incentive
compensation and stock options in addition to base compensation.
BASE COMPENSATION. The Company attempts to offer new executive
officers base compensation believed to be somewhat below average for
companies of comparable size and geographic location. Annual increases in
base compensation have generally been intended to approximate competitive
wage escalation including, where appropriate, adjustments based on merit.
The Compensation Committee has not historically reviewed initial decisions
regarding base compensation for new executive officers (other than the
Chief Executive Officer), but the Compensation Committee does approve
annual increases for executive officers.
INCENTIVE COMPENSATION. The remainder of executive compensation is
tied to corporate performance. The Company relies on annual incentive
compensation and stock options to provide incentives to executives to meet
the Company's business, financial and strategic objectives, and to reward
and retain executives who perform in furtherance of those objectives.
The Company's incentive compensation program for executive officers is
based on a combination of financial and non-financial goals. The annual
incentive compensation 'pool' is the sum of the target bonuses of each of
the Company's executive officers, escalated up to 150% of target or reduced
to as low as zero, depending on the extent to which the Company meets
specified financial targets, typically expressed in relation to budgeted
annual cash flow, operating income or net income. For 1993 and 1994 the
target bonus has been set at 50% of base compensation for the Chief
Executive Officer and 45% for the Company's other executive officers. The
extent to which an individual executive officer participates in bonuses, if
any, from the pool depends on that individual's achievement of
non-financial objectives negotiated annually between that individual and
his or her supervisor. Non-financial objectives involve projects or
programs within each executive officer's area of responsibility. Early each
year the Compensation Committee reviews management's proposed incentive
compensation program financial targets, and the non-financial objectives of
each of the Company's executive officers, for that fiscal year, as well as
proposed awards, if any, in respect of the preceding fiscal year.
No bonuses were awarded to executive officers for 1993 because the
Company did not achieve the required level of operating income established
by the Compensation Committee at the beginning of 1993 under the incentive
compensation program.
STOCK OPTIONS. The Compensation Committee believes that stock options
represent a desirable long-term compensation method because they reward
Company performance that increases the value of stockholders' ownership.
All options granted to executive officers under the Company's stock option
plans have an exercise price at least equal to the fair market value of the
Company's Common Stock on the date of grant, and all such options granted
to executive officers since 1986 vest or have vested over periods of
several years. These features help ensure the long-term nature of
compensation through stock options.
9
<PAGE>
Early each year the Compensation Committee reviews the Chief Executive
Officer's proposals for option awards, if any, to executive officers and
other key employees, taking into account the Company's recent performance
as well as the responsibilities, past performance, anticipated performance
requirements of each of such individuals and previous option awards. The
Company has not established any particular target ownership level for
Company equity holdings by its executive officers. Options are also granted
to newly-hired officers based on responsibilities and anticipated
performance requirements.
COMPENSATION OF CHIEF EXECUTIVE OFFICER. The compensation of Mr.
Guzzetti as Chief Executive Officer is based on a combination of
performance indicators and long-term increase in stockholder value. Mr.
Guzzetti's current base salary is somewhat above the average salary of
peers at other comparable companies in recognition of his experience, years
of service with the Company and the complexity of the Company's businesses.
In 1993, the Chief Executive Officer received a 6.7% increase in this base
compensation. This increase reflected the fact that Mr. Guzzetti achieved
his individual non-financial targets set by the Compensation Committee for
1992, which included strengthening the Company's capital structure and
financial position, maximizing returns on pre-existing assets and
developing a regulatory compliance program. The increase also included an
adjustment for competitive wage escalations.
Mr. Guzzetti did not receive an annual bonus in respect of 1993 due to
lower than budgeted corporate earnings and consequently his annual cash
compensation falls below competitive averages. However, consistent with the
Company's policy of linking the compensation of the Chief Executive Officer
with corporate performance and stockholders' equity, the Compensation
Committee awarded Mr. Guzzetti options to purchase 168,000 shares of Common
Stock of the Company. Mr. Guzzetti was granted considerably more stock
option awards than traditionally granted to the Chief Executive Officer
because of his success in engineering the recapitalization of the Company
in 1993. The awards were made on June 16, 1993, at an exercise price of
$4.25 per share, the market price of the Company's Common Stock on such
date. Of the options granted, options with respect to 88,000 shares of
Common Stock vest at the annual rate of 33 1/3% of the shares and options
with respect to 80,000 shares of Common Stock vest at the annual rate of
20% of the shares, in each case commencing on the first anniversary of the
date of grant. The options expire June 16, 2003.
Compensation and Stock Option
Committee
WALLACE B. ASKINS
RAYMOND P. CALDIERO
JOHN M. ROTH
J. FREDERICK SIMMONS
The Revenue Reconciliation Act of 1993 limits the annual deduction a
publicly held corporation may take for certain types of compensation paid or
accrued with respect to certain executives to $1 million per year per executive
for taxable years beginning after December 31, 1993. The Company does not
believe that compensation paid currently to its executives is affected by such
limitation. However, the Company intends to review its compensation plans in the
context of the requirements for tax deductibility under the new rules, and to
determine whether, and to what extent, revisions of such plans are necessary or
desirable.
10
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line-graph presentation comparing the cumulative total
return on the Company's Common Stock, on an indexed basis, against the
cumulative total returns of the Russell 2000 Index and the S&P Pollution Control
Index, assuming $100 was invested on December 31, 1988.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
EnviroSource, Inc......................................................... $150 $ 52 $ 29 $ 65 $ 44
S&P Pollution Control..................................................... 161 144 169 170 124
Russell 2000.............................................................. 116 94 137 162 193
</TABLE>
CERTAIN TRANSACTIONS
THE FSC TRANSACTION
On May 13, 1993, FS&Co., through an affiliate, purchased certain equity
securities of the Company from the Company and the Selling Stockholders (the
'FSC Transaction'). See 'Change in Control.' In connection with the equity
investment, the Company paid FS&Co. a transaction fee of $3,025,137 and the
Selling Stockholders collectively paid FS&Co. a transaction fee of $1,974,863.
Certain directors of the Company are general partners or employees of FS&Co. See
'Proposal 1 -- Election of Class B Directors.'
FINANCING TRANSACTIONS
In 1984, the Company issued $10 million of debentures and a warrant to
purchase 1,000,000 shares of the Company's Common Stock at an exercise price of
$5.00 per share (the '1984 Warrant') to WM Financial for $10 million in cash.
The debentures bore interest at 10% and were payable in annual installments of
$2 million commencing January 1, 1991. Subsequently, WM Financial assigned the
warrant to DKM. Under the terms of the 1984 Warrant, DKM could purchase
1,000,000 shares at any time through December 31, 1994. However, the number of
shares eligible to be purchased was automatically reduced by 200,000 shares per
year commencing January 1, 1991, to the extent not previously purchased. In May
1990, these debentures were exchanged for 1,840,000 shares of the Company's
Common Stock, and in connection with such exchange, the warrant expiration date
was extended to January 1, 1998 and the 200,000 share annual reductions were
modified to commence January 1, 1994.
11
<PAGE>
In November 1991, DKM waived certain anti-dilution and pre-emptive right
provisions of the 1984 Warrant in connection with the Company's acquisition of
the minority interest in Envirosafe. In consideration for such waiver, the
Company agreed to reduce the exercise price of the 1984 Warrant from $5.00 to
$3.50 per share.
In July 1990, the Company issued a warrant to purchase 695,652 shares of
the Company's Common Stock at an exercise price of $5.75 per share (the '1990
Warrant') to DKM in consideration for DKM's agreement to guarantee up to $12
million of letter of credit reimbursement obligations of the Company. In
connection with DKM's consent to the April 15, 1991 amendment to the Company's
credit agreement, the Company agreed to reduce the exercise price of such
warrant from $5.75 to $4.00 per share.
As part of the FSC Transaction, DKM sold the 1984 Warrant and the 1990
Warrant to FSEP and another investor. Messrs. Spogli, Roth, Simmons and Wardlaw
are each general partners of FS&Co., the general partner of FSEP. FS&Co. sold a
portion of each of the 1984 Warrant and the 1990 Warrant to the IBM Trust.
Concurrent with the closing of the FSC Transaction, the 1984 Warrants were
amended to modify the first 200,000 share annual reduction to commence March 31,
1994, provide for the adjustment of the exercise price under certain
circumstances and provide for a cashless exercise feature. The 1990 Warrants
were amended to provide for the adjustment of the exercise price under certain
circumstances and provide for a cashless exercise feature.
MANAGEMENT AGREEMENT
In 1984, the Company entered into a consulting agreement with WM Financial
pursuant to which WM Financial provided advice and assistance in connection with
corporate and financial planning and the investigation, development and
negotiation of acquisitions and financing arrangements, for an annual fee of
$400,000. The consulting agreement was terminated upon consummation of the FSC
Transaction.
FS&Co. provides advice and assistance to the Company regarding corporate
and financial planning and the development of business strategies. The Company
does not pay FS&Co. a fee for such services but has agreed to reimburse FS&Co.
for all expenses incurred in connection with such advice and assistance.
EMPLOYEE LOANS
In 1986, the Company granted Mr. Guzzetti a loan of $500,000 (the '1986
Loan') bearing interest at 7.5% per annum and repayable in ten equal annual
installments. The first $50,000 installment was repaid on March 31, 1988, the
second $50,000 on April 1, 1989 and the third on April 18, 1990. Effective March
31, 1991, the Company agreed to defer the 1991 principal installment payment and
extend the maturity of such loan by one year. In addition, the Company loaned
Mr. Guzzetti $26,250 to finance the payment of interest on such loan otherwise
due on March 31, 1991, represented by a new note bearing interest at 7.5% per
annum and repayable on the date the 1986 Loan was due. Effective March 31, 1992,
the Company agreed to defer the 1992 principal installment payment and extend
the maturity of such loan by an additional year. In addition, the Company loaned
Mr. Guzzetti $26,250 to finance the payment of interest on such loan otherwise
due on March 31, 1992, represented by a new note bearing interest at 7.5% per
annum and repayable on the date the 1986 Loan was due. Effective March 31, 1993,
the Company and Mr. Guzzetti agreed to amend the terms of the 1986 Loan to (i)
increase the principal amount of such loan by the amount of interest otherwise
due on March 31, 1993, (ii) reduce the interest rate commencing April 1, 1993 to
6% per annum, payable annually half in cash and half by adding to the principal
amount of the loan on each due date of such interest, (iii) provide for a lump
sum payment of principal and accrued and unpaid interest thereon on March 31,
1998, in lieu of annual installment payments, (iv) require payment in full
within 30 days of termination of employment and (v) provide for forgiveness of
all outstanding amounts due in the event Mr. Guzzetti dies while still employed
by the Company. The outstanding principal amount (including financed interest
payments) of the 1986 Loan as of May 1, 1994 was $445,669.
12
<PAGE>
In connection with Common Stock purchases by certain executive officers of
the Company in January 1989, the Company loaned $350,000 to Mr. Guzzetti,
$220,000 to Mr. Fuehrer, $90,000 to Aarne Anderson, $150,000 to James H.
Cornell, former Vice President, General Counsel and Secretary, and $150,000 to
Mr. Dolinger. All of such indebtedness bore interest payable annually at the
annual rate of 8%, and its principal amount was payable on the earlier of
January 13, 1994 or the date of such borrower's termination of employment with
the Company. As of April 1, 1991, the Company agreed to increase the principal
amount of such loans by the amount of interest payments otherwise then due.
Effective April 1, 1992, the Company agreed to increase the principal amount of
such loans by the amount of interest payments otherwise due on April 1, 1992.
Effective April 1, 1993, the Company agreed to (i) increase the principal amount
of such loans by the amount of interest payments otherwise due on April 1, 1993,
(ii) extend the maturity of such loans to March 31, 1998, (iii) reduce the
interest rate payable on such loans to 6% per annum, payable annually half in
cash and half by adding to the principal amount of such loans on each due date
of such interest, (iv) require payment in full of all outstanding amounts due
under the loans, including accrued interest, within 30 days of termination of
employment and (v) provide for forgiveness of all outstanding amounts due under
the loans in the event of the officer's death while still employed by the
Company. Mr. Cornell's loan, together with accrued and financed interest, was
repaid in full in 1993. The aggregate principal amounts (including financed
interest payments) of such loans as of May 1, 1994 were $454,126 for Mr.
Guzzetti, $285,451 for Mr. Fuehrer, $116,775 for Mr. Anderson, and $194,626 for
Mr. Dolinger.
In connection with his relocation to Connecticut in 1989, the Company
loaned an aggregate of $40,000 to Mr. Dolinger. The Company agreed to forgive
one-fourth of such indebtedness in July 1990, 1991, 1992 and 1993. The amount of
such forgiveness has been recorded as income to Mr. Dolinger.
In connection with Mr. Iannazzo's relocation to Connecticut in 1989, the
Company loaned him an aggregate of $40,000. The Company agreed to forgive
one-fourth of such indebtedness in November 1990, 1991, 1992 and 1993. The
amount of such forgiveness has been recorded as income to Mr. Iannazzo.
PROPOSAL 2
RATIFICATION AND APPROVAL OF
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Ernst & Young as the Company's
independent public accountants for the fiscal year ending December 31, 1994.
Although it is not required to do so, the Board of Directors is submitting its
selection of Ernst & Young to the stockholders for ratification and approval. If
the selection is not ratified and approved, the Board of Directors will
reconsider its choice but will not be bound by the refusal of the stockholders
to ratify and approve the selection of Ernst & Young. A representative of Ernst
& Young is expected to be present at the Annual Meeting, will have the
opportunity to make a statement if such representative desires to do so and is
expected to be available to respond to appropriate questions. THE BOARD OF
DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION AND
APPROVAL OF THE SELECTION OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1994.
Effective February 12, 1993 (the 'Termination Date'), KPMG Peat Marwick
('Peat Marwick') was dismissed as the independent accountant engaged to audit
the financial statements of Envirosafe, a significant subsidiary of the Company.
Ernst & Young, the Company's principal independent accountant, expressed
reliance on Peat Marwick in Ernst & Young's reports on the Company's financial
statements for the fiscal year ended December 31, 1991. Neither Peat Marwick's
report on Envirosafe's financial statements for the fiscal year ended December
31, 1991, nor Ernst & Young's reports on the Company's financial statements for
the fiscal years ended December 31, 1991, 1992 and 1993 contained an adverse
opinion or a disclaimer of opinion, and such reports were not qualified or
modified in any respect.
Until February 28, 1992, 37.5% of the shares of common stock of Envirosafe
were publicly held, with the balance owned by the Company. As a reporting
company, Envirosafe published its own financial statements. On February 28,
1992, the Company acquired the 37.5% minority interest of Envirosafe (the
'Acquisition').
13
<PAGE>
Subsequent to the Acquisition, management of both the Company and
Envirosafe concluded it would be more efficient to utilize only one independent
accountant to audit the Company's consolidated financial statements.
Accordingly, Peat Marwick was dismissed. Although management of the Company
advised the Company's Audit Committee of its conclusion, no formal Audit
Committee approval was sought or received.
In connection with their audit of Envirosafe's financial statements for the
fiscal year ended December 31, 1991 and in the subsequent period through the
Termination Date, there was no disagreement with Peat Marwick on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. To the
best of the Company's knowledge, during 1993 all required reports were timely
filed.
OTHER MATTERS
Effective January 15, 1992, due to dividend arrearages, the holders of the
Class G Preferred Stock became entitled to elect two additional directors to the
Company's Board of Directors. The Company has been informed by a large holder of
the Class G Preferred Stock that such holder may be interested in exercising its
rights in this regard. As of the date of this statement, the Company has not
received any formal notice of such intent.
The Board of Directors of the Company knows of no other matters that are to
be brought before the Annual Meeting. If any other matter should be presented
for proper action, the persons named in the Proxy shall have discretion and
authority to vote or to refrain from voting in accordance with their judgment on
such matters. In addition, the persons named in the Proxy shall have discretion
and authority to vote or to refrain from voting in accordance with their
judgment with respect to matters incidental to the conduct of the Annual
Meeting.
The cost of solicitation will be borne by the Company. Solicitation will be
by mail, except for any incidental personal solicitation made by directors,
officers and regular employees of the Company, none of whom will receive
compensation therefor. The Company will also request banks and brokers to
solicit their customers who have a beneficial interest in shares of Common Stock
registered in the names of nominees and will reimburse such banks and brokers
for their reasonable out-of-pocket expenses. In addition, the Company's transfer
agent, American Stock Transfer & Trust Company, Inc., will assist in the
solicitation of Proxies from brokers, bank nominees and other institutional
holders.
14
<PAGE>
Proposals of stockholders intended to be presented at the 1995 Annual
Meeting of Stockholders must be received at the Company's principal executive
offices on or before February 7, 1995 for inclusion in the Company's Proxy
Statement with respect to such meeting.
By Order of the Board of Directors,
LOUIS A. GUZZETTI, JR.
LOUIS A. GUZZETTI, JR.
President and Chief Executive Officer
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND IN PERSON ARE URGED TO FILL IN, SIGN, DATE AND RETURN THE
ENCLOSED PROXY.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1993 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY BE
OBTAINED WITHOUT CHARGE (EXCEPT FOR EXHIBITS TO SUCH ANNUAL REPORT, WHICH WILL
BE FURNISHED UPON PAYMENT OF THE COMPANY'S REASONABLE EXPENSES IN FURNISHING
SUCH EXHIBITS) BY ANY PERSON SOLICITED HEREUNDER BY WRITING TO: CORPORATE
SECRETARY, ENVIROSOURCE, INC., FIVE HIGH RIDGE PARK, P.O. BOX 10309, STAMFORD,
CT 06904-2309.
15
APPENDIX
Graphic and Image Information:
Performance graph on page 11 of the proxy statement.
<PAGE>
ENVIROSOURCE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD AT CHEMICAL BANK,
270 PARK AVENUE, NEW YORK, NEW YORK ON JULY 20, 1994 AT 10:00 A.M.
The undersigned hereby constitutes and appoints Louis A. Guzzetti, Jr.,
Christina E. Huben and James C. Hull, and each of them, proxies for the
undersigned, with full power of substitution, to vote all shares of Common Stock
and Class G Preferred Stock of EnviroSource, Inc. (the 'Company') that the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held on July 20, 1994 or any adjournment or adjournments thereof,
on all matters that may come before the Annual Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS SPECIFIED, THIS PROXY
WILL BE VOTED 'FOR' ALL OF THE PROPOSALS LISTED HEREIN. In their discretion, the
Proxies are authorized to vote upon such other and further business as may
properly come before the Annual Meeting or any adjournment or adjournments
thereof.
(TO BE SIGNED ON REVERSE SIDE)
<PAGE>
[x] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
1. ELECTION OF
CLASS B
DIRECTORS
FOR WITHHOLD
[ ] [ ]
NOMINEES: Wallace B. Askins
John M. Roth
Arthur R. Seder, Jr.
J. Frederick Simmons
(Instructions: To withhold authority to vote for any
individual nominee, print that nominee's name on the
line provided below.)
- - ------------------------------------------------
2. RATIFICATION AND APPROVAL OF
SELECTION OF ERNST & YOUNG AS THE
COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Dated ___________________________ 1994
______________________________________
Signature
______________________________________
Signature if held jointly
(Please sign exactly as the name
appears hereon. If stock is held in
names of joint owners, each should
sign. Attorneys, executors,
administrators, etc., should so
indicate.)
IF THIS PROXY IS PROPERLY EXECUTED,
THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED UPON THE PROPOSALS
LISTED HEREIN IN ACCORDANCE WITH THE
DIRECTIONS GIVEN BY THE STOCKHOLDER,
BUT IF NO SUCH DIRECTIONS ARE GIVEN,
THIS PROXY WILL BE VOTED FOR ALL OF
SUCH PROPOSALS.
