As filed with the Securities and Exchange Commission on May 9, 1995
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
YORK RESEARCH CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
YORK RESEARCH CORPORATION
- --------------------------------------------------------------------------------
(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(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:
Common Stock
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
Common Stock 13,222,369 shares
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
- --------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
YORK RESEARCH CORPORATION
280 Park Avenue
Suite 2700 West
New York, New York 10017
(212) 557-6200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 26, 1996
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, June 26, 1996 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 the fiscal year ending February 28, 1997;
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 May 20, 1996
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
Michael Trachtenberg
Secretary
280 Park Avenue
New York, New York 10017
May 23, 1996
-----------------------
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
1996 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 1996 Annual Meeting of Stockholders of the Company (the
"Meeting"). The Meeting will be held on Wednesday, June 26, 1996 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 B 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, 1997
(Item 2). As of May 23, 1996, 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,
1996 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 May 20, 1996 (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 13,222,369 shares
were issued and outstanding as of May 6, 1996. 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 B 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, 1997 (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 B 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.
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
Class B is being nominated for election at the Meeting.
The following person has been nominated for election as director of
the Company in the class indicated. The nominee has consented to his nomination
and
<PAGE>
has agreed to serve if elected. If, however, the 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 the nominee will
be unavailable for election. The Company does not have a nominating committee.
A brief statement 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
directors whose terms of office will continue beyond the Meeting, appear below:
Mr. H. Clifton Whiteman (Class B), 70, 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 and Teltec Communications Corp.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE NOMINEE NAMED ABOVE
The term of office of the following directors will continue beyond the
----------------------------------------------------------------------
Meeting:
- -------
Mr. Robert M. Beningson (Class A), 67, 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), 70, 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.
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.
<PAGE>
Michael Trachtenberg, 47, 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, 45, 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 informal meetings of the Board of Directors during the year, during the
fiscal year ended February 28, 1996, the Board met three times, the Compensation
Committee met no times, the Incentive Stock Option Committee met no times and
the Audit Committee met one time. 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, both Mr. Whiteman and Mr. Weinstein serve as
consultants to York and render 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 1996, Mr. Whiteman received $24,000 and Mr.
Weinstein received $18,000. Also during Fiscal 1996, Mr. Weinstein received
warrants to purchase 20,000 shares of common stock at $5.44 per share, the
market price at the time of grant. Mr.
<PAGE>
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 and Mr. Weinstein provide consulting services to the
Company. Compensation for these services is determined by agreement with 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, 1996 were Messrs. Whiteman
and Weinstein.
The Committee 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
periodically, giving appropriate consideration to the 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
<PAGE>
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,
H. Clifton Whiteman
Stanley Weinstein
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Beningson is President and a major shareholder of RRR'S Ventures,
Ltd. ("RRR'S"), a Connecticut corporation, in which the Chief Financial Officer
of the Company is also a minor shareholder, 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, 1996, WCTP was indebted to the Company for
approximately $3,216,000 related to operations and maintenance services from
current and prior years and indebted to B-41 LP for $28,522,000.
At February 28, 1996, approximately $75,000 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 the Company on behalf
of RRR'S.
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.
Mr. Beningson is president and the sole shareholder of North American
Energy Conservation, Inc. ("NAEC"), in conjunction with which the Company has
been arranging wholesale electric power transactions. York acts as a broker for
NAEC, to develop and market products and service suppliers and customers. NAEC
compensates the Company through brokerage fees, cost reimbursements and success
premiums. In fiscal 1996, the Company recognized $1,200,000 as reimbursement of
costs, and power brokerage fees of $675,000. At February 28, 1996, NAEC was
indebted to the Company for $600,000, which was paid in April, 1996.
At February 28, 1996, 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 $214,860 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, 1996, 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
<PAGE>
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.
STOCK PERFORMANCE GRAPH
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).
Company Market Peer
Date Index Index Index
2/28/91 100.000 100.000 100.000
3/28/91 113.043 106.717 104.931
04/26/91 107.246 109.629 103.021
5/28/91 118.116 110.358 106.458
06/28/91 100.000 105.758 101.593
07/26/91 30.435 109.871 101.934
08/28/91 32.609 117.455 107.676
09/27/91 39.855 117.322 110.922
10/28/91 47.101 118.697 113.075
11/27/91 44.928 117.483 112.779
<PAGE>
12/27/91 38.406 127.130 116.209
01/28/92 41.304 139.779 122.350
02/28/92 34.058 142.640 122.667
03/27/92 28.986 136.337 120.004
04/28/92 28.986 126.095 113.122
05/28/92 36.232 130.773 113.303
06/26/92 30.435 123.200 102.994
07/28/92 21.739 128.977 106.806
08/28/92 36.957 127.190 106.676
09/28/92 38.044 129.868 107.573
10/28/92 37.319 135.657 106.749
11/27/92 39.493 146.508 110.992
12/28/92 39.855 150.386 113.584
01/28/93 40.580 156.904 118.342
02/26/93 36.232 151.647 120.927
03/26/93 39.855 154.284 123.637
04/28/93 40.580 149.230 122.219
05/28/93 42.029 158.993 121.005
06/28/93 37.681 159.741 118.025
07/28/93 35.507 160.423 121.968
08/27/93 36.232 166.611 121.751
09/28/93 36.957 173.157 124.327
10/28/93 36.232 176.156 123.981
11/26/93 34.058 171.834 123.049
12/28/93 31.884 173.915 120.806
01/28/94 33.333 181.485 123.957
02/28/94 26.449 180.493 121.037
03/28/94 31.884 176.075 117.849
04/28/94 25.362 166.726 108.841
05/27/94 23.913 166.961 107.629
06/28/94 22.464 159.935 104.311
07/28/94 23.188 162.447 102.264
08/26/94 28.261 173.996 103.313
09/28/94 24.638 173.434 107.340
10/28/94 19.565 177.122 110.281
11/28/94 26.087 170.148 104.629
12/28/94 23.913 169.004 106.390
01/27/95 31.522 172.572 105.861
02/28/95 34.783 180.652 108.971
03/28/95 36.232 187.570 107.369
04/28/95 31.884 191.091 107.215
05/26/95 31.884 197.412 110.350
06/28/95 32.609 208.385 117.170
07/28/95 31.884 226.814 125.834
08/28/95 32.609 227.366 124.761
09/28/95 33.424 237.326 126.815
10/27/95 41.304 231.937 125.764
11/28/95 34.058 237.100 131.122
12/28/95 29.710 235.479 141.710
01/26/96 35.507 233.936 142.611
02/28/96 36.957 249.517 147.576
<PAGE>
<TABLE><CAPTION>
EXECUTIVE COMPENSATION
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, 1996.
Annual Compensation Long-Term Compensation
-------------------------------- -------------------------------------
Awards Payouts
------------------------ -------
Restr All Other
Other Stock Options/ LTIP Compen-
Salary Bonus Compensation Awards SAR's Payouts sation
Name Year ($) ($) ($)(1) ($) (#)(2) ($) ($)(3)
---- ------- ------- ----- ----------- ------- -------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ROBERT M. BENINGSON
Chairman, President & 1994 360,000 0 0 0 1,000,000 0 20,578
Chief Executive 1995 371,082 0 0 0 375,000 0 19,737
Officer 1996 400,681 0 0 0 0 0 12,109
MICHAEL TRACHTENBERG
Executive Vice 1994 170,000 25,000 147,555 0 80,000 0 16,865
President & Chief 1995 190,000 0 0 0 100,000 0 18,863
Financial and 1996 190,000 0 0 0 0 0 14,699
Accounting Officer 0
ROBERT C. PALADINO
Executive Vice 1994 160,000 0 0 0 50,000 0 16,865
President 1995 164,924 0 0 0 50,000 0 16,180
1996 179,538 0 15,000 0 0 0 14,699
</TABLE>
(1) Forgiveness of indebtedness.
(2) The Company does not grant SAR's. In Fiscal 1995, all grants were
qualified stock options, In fiscal 1994, Mr. Beningson was granted 800,000
non-qualified stock warrants and 200,000 qualified stock options.
Messrs. Trachtenberg and Paladino were granted qualified stock options.
(3) Represents the value of the Company's contribution to the ESOP allocable
to executives' accounts for such year.
OPTION GRANTS
Presented below is more information concerning the option awards shown
on the Summary Compensation Table for the fiscal year ended February 28, 1996.
<TABLE><CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
-----------------------------------------------------
Alternative
Options % of Total Options Exercise Grant Date
Granted Granted to Employees Price Expiration Present Value
Name (#) in Fiscal Year ($/Share) Date ($)
--------------------- -------- --------------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
ROBERT M. BENINGSON 0 N/A N/A N/A N/A
MICHAEL TRACHTENBERG 0 N/A N/A N/A N/A
ROBERT C. PALADINO 0 N/A N/A N/A N/A
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information on option exercises in Fiscal
1996 by the named executive officers and the value of such officers unexercised
options at February 28, 1996.
Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired on Value at Fiscal Year End (#) at Fiscal Year End ($)
--------------------------- --------------------------
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---------------------- --------- ---------- ----------- ------------- ----------- -------------
ROBERT M. BENINGSON 0 0 2,325,000 0 1,946,125 0
MICHAEL TRACHTENBERG 35,000 84,000 172,000 128,000 279,400 247,600
ROBERT C. PALADINO 0 0 131,000 70,000 187,575 130,550
PENSION PLAN TABLE
The following table shows estimated annual retirement benefits payable
to executive officers and employees.
Years of Service (2)
--------------------
Remuneration(1) 10 15 20 25 30 35+
------------ ----------- --------- -------- ----------- ---------- ------------
50,000 3,200 4,125 5,200 6,250 7,500 8,750
100,000 8,200 11,625 15,200 18,250 21,675 24,175
150,000 13,200 19,125 25,200 30,750 36,675 40,425
200,000 18,200 26,625 35,200 43,250 51,675 56,675
250,000 23,200 34,125 45,200 55,750 66,675 72,925
(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 40 for Robert M. Beningson, 9 for Robert C.
Paladino, and 13 for Michael Trachtenberg.
IRS regulations limit the amount of compensation credited for Pension Plan
purposes to $150,000 per year, subject to cost of living increases.
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 630,900 shares remain outstanding under
the Plan as of May 6, 1996.
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 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
<PAGE>
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 1,313,238 shares remain outstanding under
the 1993 ISO Plan as of May 6, 1996.
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 $413,000,
$373,000 and $320,000 to the ESOP during Fiscal 1996, 1995 and 1994,
respectively.
Mr. Whiteman is the 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 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.
<PAGE>
Defined Benefit Plan
- --------------------
The Company has a defined benefit pension plan covering substantially
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 May 6,
1996, 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) 23.1%
280 Park Avenue
Suite 2700 West
New York, NY 10017
H. Clifton Whiteman 1,301,420 (1)(4) 9.8%
280 Park Avenue
Suite 2700 West
New York, NY 10017
York Research Corporation 1,186,220 9.0%
Employee Stock Ownership Plan
280 Park Avenue
Suite 2700 West
New York, NY 10017
See note references below.
<PAGE>
Security Ownership of Management
- --------------------------------
The following table sets forth the information indicated as of May 6,
1996 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(2) 23.1%
Stanley Weinstein 20,000(3) (3)
H. Clifton Whiteman 1,301,420(4) 9.8%
Michael Trachtenberg 316,200(5) 2.3%
Robert C. Paladino 203,000(6) 1.5%
Directors and officers as 5,431,620 33.7%
a group (5) persons
-------------------------
(1) The Percent of Class is based upon 13,222,369 issued and outstanding shares
of common stock as of the May 6, 1996 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 warrants to purchase 20,000 shares of common stock. Less than 1%
ownership.
(4) Includes 75,200 shares owned directly by Mr. Whiteman, warrants to purchase
40,000 shares of common stock, and 1,186,220 shares held by the ESOP of
which Mr. Whiteman is the trustee.
(5) Includes 16,200 shares owned directly by Mr. Trachtenberg and options to
purchase 300,000 shares of common stock.
(6) Includes 2,000 shares owned directly by Mr. Paladino and options to
purchase 201,000 shares of common stock.
<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 its fiscal year ending February 28, 1997. 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 1997 ANNUAL MEETING
In order for stockholder proposals to be eligible for inclusion in the
Company's proxy material relating to its 1997 Annual Meeting of Stockholders,
they must be received by the Company no later than January 23, 1997.
By Order of the Board of Directors
Robert M. Beningson
President and Chairman of the Board
<PAGE>
</TABLE>
<TABLE><CAPTION>
YORK RESEARCH CORPORATION
PROXY FOR 1996 ANNUAL MEETING OF STOCKHOLDERS
June 26, 1996
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 1996 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, June
26, 1996 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 a Director in the Class indicated for the term set forth in the Proxy Statement.
<S> <C> <C>
___ FOR all nominees listed ___ WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary
H. CLIFTON WHITEMAN (Class B)
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, 1997.
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 _________________, 1996
_____________________________
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
</TABLE>
