<PAGE>
YORK RESEARCH CORPORATION
PROXY FOR 1995 ANNUAL MEETING OF STOCKHOLDERS
July 12, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael Trachtenberg and
Robert M. Beningson, and each of them, the proxy or proxies of the
undersigned with full power of substitution, to vote and act in his name,
place and stead at the 1995 Annual Meeting of Stockholders of York
Research Corporation (the "Company") to be held at The Intercontinental
Hotel, 111 East 48th Street, New York, New York, on Wednesday, July 12,
1995 at 10:00 A.M., local time and at any adjournment or adjournments
thereof, with such powers as the undersigned would have if he were
personally present thereat, as follows:
1. Election of Directors in the Classes indicated and for the term set
forth in the Proxy Statement.
___ FOR all nominees listed ___ WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary nominees
STANLEY WEINSTEIN ROBERT M. BENINGSON
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, WRITE
THAT NOMINEE'S NAME BELOW)
_______________________________________________________
2. Proposal to ratify the appointment of Grant Thornton LLP as the
independent certified public accountants of the Company for the fiscal
year ending February 28, 1996.
For ___ Against ___ Abstain ___
4. In their discretion, upon any other business which may property
come before the Meeting.
The Proxies Shall Vote FOR Proposals 1 and 2 Unless Contrary Instructions
Are Given Herein
Dated _________________, 1995
_____________________________
Stockholder's Signature
_____________________________
Signature if held jointly
NOTE: Please sign your name or
names exactly as set forth above.
When shares are held by joint tenants,
both should sign. If signing as attorney,
executor, administrator,
trustee or guardian, or in any similar
capacity, please indicate the
capacity in which you are acting.
Proxies executed by a corporation
should be signed in full corporate
name by a duly authorized officer and
should bear the corporate seal. Proxies
executed by a partnership should
be signed in partnership name by an
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
<PAGE>
YORK RESEARCH CORPORATION
280 PARK AVENUE
SUITE 2700 WEST
NEW YORK, NEW YORK 10017
(212) 557-6200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 12, 1995
The Annual Meeting of the Stockholders of York Research
Corporation (a Delaware corporation) will be held at The
Intercontinental Hotel, 111 East 48th Street, New York, New York, on
Wednesday, July 12, 1995 at 10:00 A.M., for the following purposes:
1. to elect directors;
2. to ratify the appointment of Grant Thornton LLP as the
independent certified public accountants for fiscal 1996;
and to transact such other business as may properly come before the
meeting or adjournments thereof.
The Board of Directors has fixed the close of business on
June 2, 1995 as the time as of which stockholders of record of York
Research Corporation who are entitled to notice of and to vote at such
meeting shall be determined.
By Order of the Board of Directors
[Signature]
Michael Trachtenberg
Secretary
280 Park Avenue
New York, New York 10017
June 12, 1995
______________________
YOUR VOTE IS IMPORTANT
WE ENCOURAGE YOU TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN YOUR PROXY
CARD IN THE ENCLOSED ENVELOPE, REGARDLESS OF WHETHER YOU PLAN TO ATTEND
THE MEETING.
<PAGE>
YORK RESEARCH CORPORATION
280 PARK AVENUE
SUITE 2700 WEST
NEW YORK, NEW YORK 10017
(212) 557-6200
PROXY STATEMENT FOR
1995 ANNUAL MEETING OF STOCKHOLDERS
The enclosed proxy is solicited by the Board of Directors
(the "Board") of York Research Corporation, a Delaware corporation (the
"Company") for voting at the 1995 Annual Meeting of Stockholders of the
Company (the "Meeting"). The Meeting will be held on Wednesday, July
12, 1995 at 10:00 a.m., at The Intercontinental Hotel, 111 East 48th
Street, New York, New York, for the following purposes: (i) to elect a
Class A director and a Class C director (Item 1); and (ii) to ratify the
selection of Grant Thornton LLP by the Board as independent certified
public accountants for the Company for the fiscal year ending February
28, 1996 (Item 2). As of June 12, 1995, the approximate date on which
this Proxy Statement and the accompanying proxy card will first be
mailed to stockholders, the Board had no knowledge of any other business
to be presented to the Meeting, but if any other business is properly
brought before the Meeting, the persons named in the enclosed form of
proxy will vote according to their discretion.
The Company's Annual Report for its fiscal year ended
February 28, 1995 is enclosed herewith. Such report is not to be
treated as part of these proxy soliciting materials.
Stockholders of record at the close of business on June 2,
1995 (the "Record Date") are entitled to notice of and to vote at the
Meeting or any adjournment thereof.
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by the
Company, including expenses in connection with preparing, assembling and
mailing this Proxy Statement and all papers which now accompany or may
hereafter supplement it. Such solicitation will be made by mail and may
also be made by personal solicitation by the Company's regular officers
or employees, who will receive no special compensation therefor. The
Company may reimburse brokers or persons holding stock in their names or
in the names of their nominees for their expenses in sending proxies and
proxy materials to beneficial owners.
<PAGE>
NUMBER OF SHARES OUTSTANDING AND VOTING RIGHTS
The Company presently has authorized 50,000,000 shares of
Common Stock, par value $.01 per share ("Common Stock"), of which
12,754,970 shares were issued and outstanding as of the Record Date.
The Company also has authorized 10,000,000 shares of Class A Common
Stock, par value $.01 per share ("Class A Stock"), and 6,000,000 shares
of Preferred Stock, par value $.01 per share ("Preferred Stock"). No
shares of Class A Stock or of Preferred Stock were issued and
outstanding on the Record Date.
The holders of shares of Common Stock on the Record Date are
entitled to one vote per share on all matters. A quorum for the Meeting
is a majority of the shares of Common Stock outstanding on the Record
Date. Approval by the holders of a majority of the shares of Common
Stock present in person or by proxy and voting at the Meeting, provided
a quorum is present, is required (i) for the election of the Class A
director and the Class C director (Item 1); and (ii) to ratify the
selection of Grant Thornton LLP by the Board as independent certified
public accountants for the Company for the fiscal year ending February
28, 1996 (Item 2).
PROXIES
The proxy solicited by this Proxy Statement may be revoked
by the stockholder giving such proxy at any time before the proxy is
exercised, and the giving of such proxy will not affect the right of any
stockholder to vote in person should he or she find it convenient to
attend the Meeting. The shares represented by all properly executed
proxies received in time for the Meeting will be voted in accordance
with the directions given. Regarding the election of the Class A
director and Class C director (Item 1), stockholders may vote in favor
of the nominee or abstain. With respect to the ratification of the
appointment of Grant Thornton LLP as independent certified public
accountants (Item 2), stockholders may vote in favor of the proposal,
against the proposal or may abstain from voting. With respect to both
Items 1 and 2, if the stockholder abstains from voting, the shares are
considered present at the meeting for such item but, since they are not
affirmative votes for the item, they will have the same effect as votes
against the item. With respect to broker non-votes on items 1 and 2,
the shares are not considered present at the meeting for such items and
they are therefore not counted in respect of such items. Such broker
non-votes do have the practical effect of reducing the number of
affirmative votes required to achieve a majority for such item by
reducing the total number of shares from which the majority is
calculated.
<PAGE>
ITEM 1.
ELECTION OF DIRECTORS
The Company's Board of Directors is classified into three
classes of directors: Class A, Class B and Class C. A director in each
class is elected at each Annual Meeting of Stockholders to hold office
for a three-year term and until successors of such class are elected and
have qualified. A director in both Class A and Class C are being
nominated for election at the Meeting. The Class C Nominee is being
nominated to fill the vacancy created by the death of Mr. John Ellis,
and if he is elected, his term will expire after two years.
The following persons have been nominated for election as
director of the Company in the class indicated. Each nominee has
consented to his nomination and has agreed to serve if elected. If,
however, either nominee should not be available for election, the
persons named as proxies may vote for other persons in their discretion.
Management has no reason to believe that either of the nominees will be
unavailable for election. The Company does not have a nominating
committee.
Brief statements setting forth the age (at the Record Date),
the principal occupation during the past five years, the year in which
first elected as a director and other information concerning the nominee
and the remaining director whose terms of office will continue beyond
the Meeting, appear below:
MR. ROBERT M. BENINGSON (Class A), 66, was elected a
director of the Company in October 1981. In February 1982, Mr.
Beningson was elected Chairman of the Board, President and Chief
Executive Officer of the Company. Mr. Beningson is Chief Executive
Officer and Chairman of the Board of each of the Company's subsidiaries.
Previously, Mr. Beningson was Chairman of the Board of Directors of the
Company between 1968 and 1979.
MR. STANLEY WEINSTEIN (Class C), 69, was elected to fill a
vacancy on the Board of Directors in May, 1995. Until 1991, Mr.
Weinstein was a partner at Deloitte and Touche, certified public
accountants, and since such date, has been an independent consultant.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE NOMINEES NAMED ABOVE
THE TERM OF OFFICE OF THE FOLLOWING DIRECTOR WILL CONTINUE
BEYOND THE MEETING:
MR. H. CLIFTON WHITEMAN (Class B), 69, was elected to the
Board of Directors in July 1991. From March 1982 through March 1989,
Mr. Whiteman served as Executive Vice President of The Bank of Tokyo
Trust Company. Following his retirement in April 1989, he was a
consultant to The Bank of Tokyo Group in New York City until April 1992.
Mr. Whiteman serves on the Board of Directors of Keene Corporation.
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company are:
Name Position
Robert M. Beningson Chairman of the Board, President and Chief
Executive Officer
Michael Trachtenberg Executive Vice President, Chief Financial
Officer, Principal Accounting Officer and
Secretary
Robert C. Paladino Executive Vice President
See the description under the heading "ELECTION OF
DIRECTORS," above, for background of Robert M. Beningson.
MICHAEL TRACHTENBERG, 46, a Certified Public Accountant,
joined the Company in January 1987 and was elected Vice President, Chief
Financial Officer and Secretary in March 1987. From November 1985,
until joining the Company Mr. Trachtenberg was a financial consultant in
private practice. Prior thereto, Mr. Trachtenberg was Vice President-
Finance and Chief Financial Officer of S&S Corrugated Paper Machinery
Co., Inc. From 1980 to 1984, Mr. Trachtenberg held various positions
with Carter Day Industries, Inc., an agricultural equipment manufacturer
and energy and environmental systems company, culminating in his
appointments as Vice President, Treasurer and Chief Financial Officer.
ROBERT C. PALADINO, 44, joined the Company in January 1987
and was elected Executive Vice President in April 1990. From October
1980 until joining the Company , Mr. Paladino was Senior Vice President
and General Counsel of NPS Technologies Group, Inc., an engineering and
construction company serving the electric utility industry. From 1974
to 1980, Mr. Paladino held various positions with the Edison Electric
Institute, the national organization for the investor-owned electric
utility industry, culminating in his appointment as Director of Fossil
Fuels and Assistant to the President.
There are no family relationships between or among any
directors or executive officers of the Company.
COMMITTEES AND MEETINGS OF THE BOARD
The Board has three committees -- the Compensation
Committee, the Incentive Stock Option Committee and the Audit Committee.
The Compensation Committee reviews the performance of employees of the
Company and determines their compensation. The Incentive Stock Option
Committee administers the stock option plans of the Company. The Audit
Committee oversees the accounting, reporting and audit practices
established by management of the Company. Messrs. Weinstein and
Whiteman are members of all three Committees. In addition to numerous
<PAGE>
informal meetings of the Board of Directors during the year, during the
fiscal year ended February 28, 1995, the Board met two times, the
Compensation Committee met two times, the Incentive Stock Option
Committee met two times and the Audit Committee met two times. Each of
the directors attended all of the meetings of the Board and each
Committee on which he sat during such year.
COMPENSATION OF DIRECTORS
Non-employee directors receive no fees for attending Board
or Committee meetings. However, Mr. Whiteman serves as a consultant to
York and renders advice, consultation and reports to York on such
matters as are requested by the Chairman and Chief Executive Officer or
the Board of Directors. In Fiscal 1995, Mr. Whiteman received $24,000.
Mr. Whiteman received a demand loan of $100,000 in Fiscal 1993, which
bears interest at prime.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Mr. Weinstein
and Mr. Whiteman. Mr. Whiteman provides consulting services to the
Company for which services his compensation is determined by agreement
between him and Mr. Beningson, the Chief Executive Officer of the
Company, whose compensation is set by the Compensation Committee.
REPORT OF THE COMPENSATION COMMITTEE
The members of the Compensation Committee (the "Compensation
Committee") for the fiscal year ended February 28, 1995 were Messrs.
Whiteman and Ellis. As has been previously reported herein, Mr. Ellis
died on March 6, 1995, and was replaced on the Board, as well as on the
Compensation Committee, by Mr. Stanley Weinstein on May 3, 1995.
Mr. Whiteman, as the surviving member of the Committee
during 1994, reports as follows:
Compensation Philosophy and Objections
The guiding principal by which the Committee develops and
administers annual and long-term compensation plans is to align the
interests and goals of executive management with those of the Company's
shareholders. The key elements of this philosophy are:
1. Establishing base salary plans which provide cash
compensation that is commensurate with the operating, financial and
strategic goals of the Company. The salaries of executive officers are
listed in the Summary Compensation Table. Each of these officers'
salaries is reviewed annually, giving appropriate consideration to the
<PAGE>
following factors: (a) The individual's performance and contribution,
during the period, to the Company's goals; (b) his experience; (c) his
level of responsibility for corporate results and functions; (d)
internal equity; and (e) external pay practices.
2. Providing meaningful equity-based incentives for executives
and others in the Company to encourage and reward effective management
and employee performance, resulting in long-term corporate financial
success, as measured by stock price appreciation. Stock option grants
only have value to recipients if the price of York's stock appreciates
in value from the date the options are granted, a benefit in which York
stockholders participate as well.
The Company's 1993 Incentive Stock Option Plan (the "ISO
Plan") is a "qualified" plan under Section 422 of the Internal Revenue
Code of 1986, as amended, which was approved by the Company's
Stockholders at the Special Meeting in lieu of Annual Meeting held on
September 23, 1993. The ISO Plan utilizes vesting periods to encourage
key officers and employees to continue in the employ of the Company.
Sincerely,
[Signature]
H. Clifton Whiteman
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Beningson is President and a major shareholder of RRR'S
Ventures, Ltd. ("RRR'S"), a Connecticut corporation, which is a 25%
general partner in Warbasse-Cogeneration Technologies Partnership L.P.
("WCTP"). RRR'S is also a general partner in RV Associates L.P.
("RVA"), which is the minority partner in B-41 Associates L.P. ("B-41
LP"), a limited partnership affiliated with the Company. RRR'S is also
a 10% general partner in York Cogen Partners L.P. ("YCP"), a limited
partner in B-41 LP.
At February 28, 1995, WCTP was indebted to the Company for
approximately $1,545,000 related to operations and maintenance services
from current and prior years and indebted to B-41 LP for $28,522,000.
At February 28, 1995, approximately $37,000 was due to the
Company from RRR'S as a result of general partners' and administrative
fees due to RRR'S by YCP offset by the cumulative effect of expenses
paid by RRR'S on behalf of the Company.
In Fiscal 1993, RVA received a distribution of $2,000,000
from B-41 LP which is expected to be charged against capital, concurrent
with future allocations of income.
<PAGE>
Mr. Beningson is president and the sole shareholder of North
American Energy Conservation, Inc. ("NAEC"), in conjunction with which
the Company conducts its power marketing business. York and an
unaffiliated entity act as co-brokers for NAEC, to develop and market
products and service suppliers and customers. NAEC compensates its
brokers through brokerage fees, cost reimbursements and success
premiums. In fiscal 1995, the Company collected $1,200,000 as
reimbursement of costs, and a power brokerage fee of $250,000. At
February 28, 1994, NAEC was indebted to the Company for approximately
$351,600 related to various expenses incurred by the Company. This was
fully paid in May, 1994, and NAEC had no obligation to the Company as of
February 28, 1995.
At February 28, 1995, Mr. Beningson was indebted to the
Company for $6,971,500 related to the exercise of warrants and purchase
of common shares in prior years, Mr. Trachtenberg was indebted to the
Company for $80,460 related to the exercise of options, and Mr. Paladino
was indebted to the Company for $100,000 related to the exercise of
options. All these amounts are non-interest bearing and are payable on
demand. At February 28, 1995, Mr. Whiteman was indebted to the Company
for $100,000 related to a demand loan which bears interest at prime.
On April 26, 1990 the Company issued to Mr. Beningson
warrants exercisable for 10 years, to purchase 475,000 shares of common
stock at a purchase price of $11.00 per share (the closing price of the
Company's common stock on that date). On July 16, 1993, the purchase
price of Mr. Beningson's 475,000 warrants was reset to $6.00 per share.
On January 10, 1991, the Company issued to Mr. Beningson
warrants exercisable for 10 years to purchase 475,000 shares of common
stock at a purchase price of $8.00 per share (the closing price of the
Company's common stock on that date). On July 16, 1993, the purchase
price of these warrants was reset to $6.00 per share.
At February 28, 1994, the Company forgave an advance to Mr.
Trachtenberg of $147,555, which had been disbursed in Fiscal 1990. The
forgiveness of this amount was reflected as compensation expense in
Fiscal 1994.
On July 16, 1993, the Company issued warrants exercisable
for 10 years to Mr. Beningson and Mr. Whiteman to purchase 800,000 and
40,000 shares, respectively, of common stock at a purchase price of
$6.00 per share (the closing price of the Company's common stock on that
date).
The Company recognizes that potential conflicts of interest
may arise by reason of the fact that Mr. Beningson controls RRR'S
Ventures, Ltd., NAEC and RVA, and is President and Chief Executive
Officer of the Company. Mr. Beningson has advised the Company that in
all transactions between or affecting any affiliated entity and the
Company he will act in the best interests of the stockholders of the
Company, as determined by the Board of Directors of the Company,
excluding himself.
<PAGE>
The following graph compares the change in the Company's
cumulative total shareholder return on its common shares with the Center
for Research on Stock Prices (CRSP) Index for NASDAQ Stock Market (U.S.
and Foreign) and the CRSP Index for NASDAQ Stocks (SIC 4900-4999 U.S.
and Foreign).
Date Company Index Market Index Peer Index
02/28/90 100.000 100.000 100.000
03/30/90 122.785 102.828 101.288
04/30/90 113.924 99.372 97.784
05/31/90 151.899 108.997 104.470
06/29/90 151.899 109.863 107.111
07/31/90 140.506 104.614 103.908
08/31/90 97.468 91.504 89.289
09/28/90 84.810 83.003 86.839
10/31/90 88.608 79.692 83.816
11/30/90 89.873 86.765 86.629
12/31/90 89.873 90.465 89.373
01/31/91 150.633 100.096 99.225
02/28/91 174.683 109.681 101.671
03/28/91 197.468 117.049 106.684
04/30/91 188.607 117.775 104.214
05/31/91 202.531 123.209 108.887
06/28/91 174.683 115.996 103.291
07/31/91 58.228 122.808 105.284
08/30/91 65.823 128.666 110.584
09/30/91 65.823 129.303 112.186
10/31/91 84.810 133.579 116.684
11/29/91 78.481 129.132 114.648
12/31/91 69.620 144.395 120.956
01/31/92 69.620 153.047 123.898
02/28/92 59.494 156.455 124.717
03/31/92 55.696 149.214 121.739
04/30/92 51.899 142.847 116.782
05/29/92 64.557 144.687 115.071
06/30/92 50.633 139.006 106.497
07/31/92 41.772 143.645 109.889
08/31/92 70.886 139.353 108.278
09/30/92 72.152 144.264 110.102
10/30/92 74.684 149.650 109.788
11/30/92 69.620 161.371 112.824
12/31/92 72.152 167.430 117.021
01/29/93 72.152 172.415 120.168
02/26/93 63.291 166.227 122.700
03/31/93 67.089 171.244 125.989
04/30/93 69.620 164.392 123.626
05/28/93 73.418 174.282 122.780
06/30/93 65.823 175.402 119.896
07/30/93 64.557 175.712 123.587
08/31/93 62.025 184.858 124.355
09/30/93 65.823 190.038 126.344
10/29/93 64.557 194.431 126.328
11/30/93 58.228 188.309 124.463
<PAGE>
12/31/93 59.494 193.853 124.643
01/31/94 57.595 200.026 126.055
02/28/94 46.203 197.904 122.835
03/31/94 50.633 185.759 115.338
04/29/94 43.038 183.324 109.938
05/31/94 40.506 183.554 109.225
06/30/94 37.975 176.342 107.234
07/29/94 40.506 180.520 105.046
08/31/94 50.000 191.497 106.394
09/30/94 41.772 191.235 112.038
10/31/94 32.911 194.538 112.095
11/30/94 44.304 187.758 108.721
12/30/94 40.506 187.546 109.894
01/31/95 58.228 188.297 108.341
02/28/95 60.759 198.547 110.730
<PAGE>
EXECUTIVE COMPENSATION
<TABLE>
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation received by the
Company's Chief Executive Officer and the remaining most highly paid
executive officers for the three fiscal years ended February 28, 1995.
<CAPTION>
Annual Compensation
Other
Salary Bonus
Compensation
Name Year ($) ($) ($)
<S> <C> <C> <C> <C>
ROBERT M. BENINGSON 1993 360,000 0 0
Chairman, President & 1994 360,000 0 0
Chief Executive Officer 1995 371,082 0 0
MICHAEL TRACHTENBERG 1993 160,000 0 0
Executive Vice 1994 170,000 25,000 147,555
President & Chief 1995 190,000 0 0
Financial and
Accounting Officer
ROBERT C. PALADINO
Executive Vice 1993 160,000 0 0
President 1994 160,000 0 0
1995 164,924 0 0
<CAPTION>
Long-Term Compensation
Awards Payouts
Restr All Other
Stock Options/ LTIP Compen-
Awards SAR's Payouts sation
Name ($) (#)(1) ($) ($)(2)
<S> <C> <C> <C> <C>
ROBERT M. BENINGSON 0 0 0 30,000
Chairman, President & 0 1,000,000 0 20,578
Chief Executive Officer 0 375,000 0 19,737
MICHAEL TRACHTENBERG 0 100,000 0 21,525
Executive Vice 0 80,000 0 16,865
President & Chief 0 100,000 0 18,863
Financial and
Accounting Officer
ROBERT C. PALADINO 0 50,000 0 21,525
Executive Vice 0 50,000 0 16,865
President 0 50,000 0 16,180
</TABLE>
(1) The Company does not grant SAR's. In fiscal 1995, all grants were
qualified stock options, In fiscal 1994, Mr. Beningson was granted
800,000 non-qualified stock warrants and 200,000 qualified stock
options. Messrs. Trachtenberg and Paladino were granted qualified stock
options.
(2) Represents the value of the Company's contribution to the ESOP
allocable to executives' accounts for such year.
OPTION GRANTS
Presented below is more information concerning the option awards shown on the
Summary Compensation Table for the fiscal year ended February 28, 1995. These
options to purchase Common Stock were made to
the named executive officers pursuant to the Company's 1993 ISO Plan.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants
Options % of Total Options
Granted Granted to Employees
Name (#) in Fiscal Year
<S> <S> <S>
ROBERT M. BENINGSON 100,000} 32.9%
275,000}
MICHAEL TRACHTENBERG 100,000 8.8%
ROBERT C. PALADINO 50,000 4.4%
<CAPTION>
Individual Grants
Alternative
Exercise Grant Date
Price Expiration Present Value
Name ($/Share) Date ($)(1)
<S> <C> <C> <C>
ROBERT M. BENINGSON 3.30 7/12/2004 270,000
3.57 10/19/2004 668,250
MICHAEL TRACHTENBERG 3.25 10/19/2004 275,000
ROBERT C. PALADINO 3.25 10/19/2004 137,500
</TABLE>
(1) The Modified Black-Scholes American option pricing model was used. The
assumptions used were:
the 30 day volatility rate as of February 28, 1995 of .565, the T-Bill rate of
5.9% as a risk free interest rate and a zero dividend yield.
<PAGE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information on option exercises in Fiscal 1995
by the named executive officers and the value of such officers unexercised
options at February 28, 1995.
<CAPTION>
Shares
Acquired on Value
Exercise Realized
Name (#) ($)
<S> <C> <C>
ROBERT M. BENINGSON 0 0
MICHAEL TRACHTENBERG 0 0
ROBERT C. PALADINO 0 0
<CAPTION>
Unexercised Options
at Fiscal Year End (#)
Name Exercisable Unexercisable
<S> <C> <C>
ROBERT M. BENINGSON 2,325,000 0
MICHAEL TRACHTENBERG 163,000 188,000
ROBERT C. PALADINO 95,000 106,000
Value of Unexercised
In-the-Money Options
at Fiscal Year End ($)
<CAPTION>
Name Exercisable Unexercisable
<S> <C> <C>
ROBERT M. BENINGSON 1,074,250 0
MICHAEL TRACHTENBERG 209,250 284,000
ROBERT C. PALADINO 106,000 148,000
</TABLE>
<TABLE>
PENSION PLAN TABLE
<CAPTION>
The following table shows estimated annual retirement
benefits payable to executive officers and employees.
Years of Service (2)
Remuneration(1) 10 15 20
<S> <C> <C> <C>
50,000 3,200 4,125 5,200
100,000 8,200 11,625 15,200
150,000 13,200 19,125 25,200
200,000 18,200 26,625 35,200
250,000 23,200 34,125 45,200
300,000 28,200 41,625 55,200
350,000 33,200 49,125 65,200
400,000 38,200 56,625 75,200
450,000 43,200 64,125 85,200
500,000 48,200 71,625 95,200
Years of Service (2)
Remuneration(1) 25 30 35+
<S> <C> <C> <C>
50,000 6,250 7,500 8,750
100,000 18,250 21,675 24,175
150,000 30,750 36,675 40,425
200,000 43,250 51,675 56,675
250,000 55,750 66,675 72,925
300,000 68,250 81,675 89,175
350,000 80,750 96,675 105,425
400,000 93,250 111,675 121,675
450,000 105,750 126,675 137,925
500,000 118,250 141,675 154,175
</TABLE>
(1) Based on highest five year average and includes annual salary and
cash bonus, if any. Benefits are not subject to deduction for social
security.
(2) The years of credited service for individuals listed in the
Summary Compensation Table are 39 for Robert M. Beningson, 8 for Robert
C. Paladino, and 12 for Michael Trachtenberg.
STOCK OPTION PLANS
The Company has a 1982 Incentive Stock Option Plan (the
"1982 ISO Plan") which is a "qualified" plan under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). All 1,400,000
qualified stock options authorized under the 1982 ISO Plan have been
granted. The Plan expired on April 26, 1992. Options to purchase
741,900 shares remain outstanding under the Plan.
The York Research Corporation 1993 Incentive Stock Option
Plan (the "1993 ISO Plan") authorizes the granting from time to time of
options to purchase shares of the Company's Common Stock ("Options") to
officers and employees of and consultants to the Company and its
subsidiaries ("Employees"), up to a maximum of 3,000,000 shares of
<PAGE>
Common Stock in the aggregate. Non-employee Directors of the Company
are not eligible to receive options under the 1993 ISO Plan. Options
may either be "incentive stock options" ("ISO's") under Section 422 of
the Internal Revenue Code of 1986, or may be non-qualified options. In
the case of ISO's granted under the ISO Plan, the exercise price of each
ISO must not be less than either the fair market value of the Common
Stock of the Company on the date the ISO is granted, except that, in the
case of an ISO granted to any person whose stock ownership at the time
of the grant exceeds 10% of the combined voting power of all classes of
stock of the Company or any subsidiary ("10% Holder"), the exercise
price must be at least 110% of the fair market value of the Common Stock
on the date of grant. The term "fair market value" for purposes of the
1993 ISO Plan is the closing price of a share of Common Stock of the
Company as reported by NASDAQ. With respect to non-qualified options,
the exercise price is set by the Incentive Stock Option Committee ("ISO
Committee"), but will not be less than the par value per share of the
Company's common stock. The 1993 ISO Plan provides that each option
agreement shall specify a period during which the Option is exercisable
of not more than 10 years from the date of grant except that Options
granted to 10% Holders shall not be exercisable after the expiration of
five years from the date of grant. Options are exercisable until the
date of termination of employment unless the ISO Committee agrees to
extend the option period for up to three months beyond the employment
termination date. The ISO Committee also determines when each Option
granted under the 1993 ISO Plan will become exercisable. Payment for
shares upon exercise of Options may be in cash, an exchange of shares of
the Company's Common Stock if deemed acceptable to the ISO Committee, a
promissory note for such part of the purchase price as is deemed
acceptable to the ISO Committee, the terms of any such promissory note
to be determined by the ISO Committee or by any combination of the
foregoing. Options to purchase 1,475,000 shares remain outstanding
under the 1993 ISO Plan.
EMPLOYEE STOCK OWNERSHIP PLAN
During 1988, the Company adopted an Employee Stock Ownership
Plan ("ESOP"). The ESOP purchases shares of Common Stock from the
Company and, occasionally, on the open market. To purchase these shares
the ESOP borrowed the funds from the Company. The repayment of these
loans is expected from future employer contributions to the Plan and
ESOP third party funding (including sales of shares). The Company
contributed approximately
$373,000, $320,000 and $284,000 to the ESOP during Fiscal 1995, 1994 and
1993, respectively.
Mr. Whiteman is the current Trustee of the ESOP. The shares
that are held by the ESOP are allocated annually to individual employees
according to a formula set forth in the ESOP.
Employee Savings Plan
In 1988, the Company adopted the York Research Corporation
401(k) Plan (the "401(k) Plan"). The 401(k) Plan allows employees of
<PAGE>
the Company to defer a portion of their earnings on a pre-tax basis
through contributions to the 401(k) Plan. The Company may at its
discretion make a contribution to the 401(k) Plan. To date, the Company
has elected not to contribute to the 401(k) Plan.
Defined Benefit Plan
The Company has a defined benefit pension plan covering sub-
stantially all employees not covered by a collective bargaining
agreement. The benefits are based on years of service and the highest
consecutive five years of the employees' compensation. The Company's
funding policy is to contribute annually the amount necessary to satisfy
the Internal Revenue Service's funding standards. Contributions are
intended to provide, not only for benefits attributed to service to
date, but also for those expected to be earned in the future.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the information indicated as
of June 2, 1995, as to all persons known by the Board of Directors to be
the beneficial owners of more than five percent of the Corporation's
Common Stock.
Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership Class (1)
Robert M. Beningson 3,591,000 (1)(2) 23.8%
280 Park Avenue
Suite 2700 West
New York, NY 10017
H. Clifton Whiteman 1,919,700 (1)(4) 15.0%
280 Park Avenue
Suite 2700 West
New York, NY 10017
York Research Corporation 1,795,500 14.1%
Employee Stock Ownership Plan
280 Park Avenue
Suite 2700 West
New York, NY 10017
See note references below.
Security Ownership of Management
The following table sets forth the information indicated as
of June 2, 1995 with respect to common stock of the Company beneficially
owned by directors and officers of the Company and by directors and
officers as a group:
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Class (1)
Robert M. Beningson 3,591,000(1)(2) 23.8%
Stanley Weinstein 0 (6)
H. Clifton Whiteman 1,919,700(1)(4) 15.0%
Michael Trachtenberg 368,200(1)(3) 2.8%
Robert C. Paladino 207,000(1)(5) 1.6%
Directors and officers as 6,085,900(1) 38.8%
a group (5) persons
(1) The Percent of Class is based upon 12,754,970 issued and
outstanding shares of common stock as of the Record Date plus the shares
that underlie unexercised warrants or options held by the individuals.
(2) Includes 824,000 shares owned directly plus warrants to purchase
1,750,000 shares of common stock, options to purchase 575,000 shares of
common stock and 442,000 shares owned by RRR'S Ventures, Ltd., a
corporation controlled by Mr. Beningson.
(3) Includes 17,200 shares owned directly by Mr. Trachtenberg and
options to purchase 351,000 shares of common stock.
(4) Includes 84,200 shares owned directly by Mr. Whiteman, warrants to
purchase 40,000 shares of common stock, and 1,795,500 shares held by the
ESOP of which Mr. Whiteman is the trustee.
(5) Includes 6,000 shares owned directly by Mr. Paladino and options
to purchase 201,000 shares of common stock.
(6) Less than 1% ownership.
<PAGE>
Item 2.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board recommends that the stockholders ratify its
selection of Grant Thornton LLP, independent certified public
accountants, to audit the accounts of the Company for fiscal 1996.
Grant Thornton LLP has served as the independent certified public
accountant for the Company since November, 1991. A representative of
Grant Thornton LLP will be present at the Meeting, will have the
opportunity to make a statement if he or she desires to do so and will
be available to respond to appropriate questions raised at the Meeting.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR SUCH RATIFICATION
OTHER MATTERS
The Board does not intend to bring any other matters before
the Meeting and, at the time of filing this Proxy statement with the
Securities and Exchange Commission, is not aware that any other matters
are to be presented for action at the Meeting by others. If any other
matters properly come before the Meeting, it is intended that the shares
represented by proxies will be voted with respect thereto in accordance
with the judgment of the person or persons voting the proxies on such
matters.
STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING
In order for stockholder proposals to be eligible for
inclusion in the Company's proxy material relating to its 1996 Annual
Meeting of Stockholders, they must be received by the Company no later
than February 13, 1996.
By Order of the Board of Directors
[SIGNATURE]
Robert M. Beningson
President and Chairman of the Board
