UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[_] Confidential for Use of the Commission Only (as permitted by
Rule 4a-6(e)(2))
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE PBSJ CORPORATION
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(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid: none
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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THE PBSJ CORPORATION
2001 NW 107 Avenue
Miami, Florida 33172-2507
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NOTICE OF 2001 ANNUAL MEETING OF SHAREHOLDERS
to be held on January 20, 2001
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To the Shareholders of
The PBSJ Corporation
Notice is hereby given that the Annual Meeting of the Shareholders of The PBSJ
Corporation, a Florida corporation (the "Company"), will be held at the Luxor in
Las Vegas, Nevada, on Saturday, January 20, 2001, at 8:30 a.m. for the following
purposes:
(1) To elect seven (7) persons to the Company's Board of Directors to serve
until the next Annual Meeting of Shareholders or until their successors are
elected and qualified.
(2) To vote on a proposal to approve an agreement with shareholder William W.
Randolph to purchase his shares of stock, exclusive of his shares owned through
The PBSJ Employee Profit Sharing and Stock Ownership Plan and Trust.
(3) To vote on a proposal to approve the reappointment of the independent public
accounting firm of PricewaterhouseCoopers as the independent auditors of the
Company for the 2001 fiscal year.
(4) To transact such other business as may properly come before the meeting or
any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on November 30, 2000 as
the record date for the determination of shareholders entitled to notice of the
meeting and any adjournment thereof. Only shareholders of record that are still
employees of the Company or its subsidiaries on January 1, 2001 will be entitled
to vote at the meeting.
By order of the Board of Directors.
H. Michael Dye
Chairman of the Board
January 3, 2001
YOU ARE URGED TO COMPLETE THE PROXY VIA THE ELECTRONIC FORMAT.
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THE PBSJ CORPORATION
P R O X Y S T A T E M E N T
ANNUAL MEETING OF SHAREHOLDERS
January 20, 2001
GENERAL
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of The PBSJ Corporation, a Florida corporation (the
"Company"), of proxies to be voted at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held at 8:30 a.m., Pacific Standard Time, on Saturday,
January 20, 2001, at the Luxor Hotel, Las Vegas, Nevada, 89119-1000.
The expense of soliciting proxies will be borne by the Company. Proxies
will be solicited principally by the Company's Intranet, but directors, officers
and regular employees of the Company may solicit proxies personally, by mail, by
telephone or by facsimile transmission.
The Company's major direct and indirect subsidiaries are Post, Buckley,
Schuh & Jernigan, Inc. of Florida ("PBS&J"); PBS&J Construction Services, Inc.;
Seminole Development Corporation; and Post, Buckley International, Inc.
The Company's corporate office is located at 2001 N.W. 107 Avenue,
Miami, Florida 33172-2507. The telephone number of the Company is (305)
592-7275.
The approximate date of mailing of this Proxy Statement is January 3,
2001.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by
the person giving it at any time before its use by delivering to the Company the
attached revocable proxy or by attending the meeting of stockholders and voting
in person.
VOTING RIGHTS - OUTSTANDING SHARES - PROXIES
Only shareholders of record on the books of the Company at the close of
business on November 30, 2000 (Record Date) will be entitled to notice of and to
vote at the Annual Meeting if still employed by the Company or its subsidiaries
on January 1, 2001. As of November 30, 2000, the record date for determination
of the shareholders of the Company entitled to notice of, and to vote at, the
Annual Meeting, there were 1,894,971 million shares of the Company's Common
Stock, par value $.0033 per share, issued and outstanding. The Company has no
shares of Common Stock in treasury. The quorum necessary to conduct business at
the Annual meeting consists of a majority of the outstanding shares of Common
Stock, represented in person or by proxy. Each share of Common Stock owned
individually in the name of the employee entitles the holder thereof to one vote
on all matters brought before the Annual Meeting. Each share of common stock
owned through The PBSJ Employee Profit Sharing and Stock Ownership Plan and
Trust (the Plan) for the benefit of the employee entitles the employee to direct
the Trustees of the Plan to vote on all matters brought before the Annual
Meeting, in accordance with the employees' instructions.
When proxies are returned to the Company properly signed and dated, the shares
represented thereby will be voted in accordance with the directions given
therein. Shareholders are urged to specify their choice by marking the
appropriate box on the enclosed proxy. If no choice is specified, the shares
will be voted for the proposals set forth on the proxy. A shareholder who
submits a proxy may revoke it at any time before it has been voted at the Annual
Meeting by filing with the Secretary of the Company an instrument revoking the
proxy or a duly executed proxy bearing a later date. Although a shareholder may
have submitted a proxy, such shareholder may nevertheless attend the Annual
Meeting, revoke the proxy and vote in person.
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VOTING SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE COMPANY
The following table sets forth certain information as of November 30,
2000, relating to (i) the ownership shares of Common Stock by all proposed
executive officers of the Company and each person who has been nominated for
election as Director and (ii) the aggregate number of shares of Common Stock
owned beneficially by all proposed executive officers and all persons nominated
for election as directors of the Company as a group:
Shares of Common Stock Percent
Shareholder Beneficially Owned (1) Of Class
----------- ---------------------- --------
PBSJ Employee Profit Sharing
and Stock Ownership
Plan and Trust 995,348 52.53
H. Michael Dye 71,021 3.75
Todd J. Kenner 15,807 0.83
Robert J. Paulsen 25,716 1.36
William W. Randolph 188,814 9.96
John S. Shearer 31,068 1.64
Richard A. Wickett 58,552 3.09
John B. Zumwalt 43,800 2.31
All directors and executive
officers as a group (7 persons) 434,778 22.94
---------------------------
(1) Includes 25,389, 1,566, 4,176, 86,196, 3,210, 29,401 and 17,331 shares
owned via self direction from their accounts in The PBSJ Employee
Profit Sharing and Stock Ownership Plan and Trust for Messrs. Dye,
Kenner, Paulsen, Randolph, Shearer, Wickett and Zumwalt, respectively.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Board of Directors has nominated the following seven (7) persons
for election as Directors of the Company, with each Director to hold office
until the next annual meeting of shareholders of the Company or until his
successor is duly elected and qualified.
Name Proposed Positions Age
---- ------------------ ---
H. Michael Dye Director 59
Todd J. Kenner Director 39
Robert J. Paulsen Director 48
William W. Randolph Director 62
John S. Shearer Director 49
Richard A. Wickett Director 59
John B. Zumwalt Director 49
All of the foregoing are currently serving as directors of the Company,
except for Messrs. Kenner and Shearer. Directors and officers are elected
annually and hold office until their successors are elected and qualified.
H. Michael Dye joined The PBSJ Corporation in 1976. He has been a
Director of the Company since 1985. He is currently Chief Executive Officer and
Chairman of the Board of both the Company and PBS&J.
Todd J. Kenner, P.E., joined The PBSJ Corporation in 1989. He is
currently Executive Vice President of PBS&J.
Robert J. Paulsen, P.E., joined The PBSJ Corporation in 1986. He has
been a Director of the Company since 2000. He is currently Senior Vice President
of the Company and Executive Vice President of PBS&J.
William W. Randolph, P.E., joined The PBSJ Corporation in 1967. He has
been a Director of the Company since 1973 and served as Chairman of the Board
from 1983 to 1989 and again from 1996 to 1999. He is currently Vice President of
the Company.
John S. Shearer, P.E., joined The PBSJ Corporation in 1991. He is
Executive Vice President of PBS&J.
Richard A. Wickett, C.P.A., joined The PBSJ Corporation in 1973. He has
been a Director of the Company since 1995. He is currently Vice Chairman of the
Board, Chief Financial Officer, Vice President and Treasurer the Company and
Chief Financial Officer and Senior Executive Vice President of PBS&J.
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John B. Zumwalt, P.E., joined The PBSJ Corporation in 1973. He has been
a Director of the Company since 1995. He is currently President and Chief
Operating Officer of the Company and PBS&J.
Meetings of the Board
The Boards of Directors of the Company and PBS&J meet both on a
regularly scheduled basis and on a specially scheduled basis. During the fiscal
year ended September 30, 2000, the Board of Directors of the Company met on
three occasions, and the Board of Directors of PBS&J met on seven occasions.
No incumbent director attended fewer than 75% of the aggregate number
of meetings of the Board of Directors that he was eligible to attend.
Compensation of Directors and Executive Officers
We do have a compensation advisory committee. All of the members of our
board of directors participated in deliberations concerning executive officer
compensation. Because all of our directors are also executive officers, no
additional compensation is paid to any director for any services performed by
him in his capacity as director. We reimburse our directors for any expenses
incurred by them in connection with their duties as directors.
During fiscal year 2000, the Company's executive compensation program
was comprised of the following key components:
Base Salary - The Company sets the base salaries of its executives at
the levels of comparably sized companies engaged in similar industries.
Annual Incentive Awards - The Company awards incentive bonuses based on
the Company's performance as a component of overall compensation.
Compensation of CEO - CEO compensation is comprised of the same
components as the other executive officers' compensation.
The following table sets forth compensation information with respect to
our Chief Executive Officer and our four most highly compensated executive
officers whose total annual salary and bonus for the last completed fiscal year
exceeded $100,000. In this document, we refer to these executive officers as the
"Named Officers."
Summary Compensation Table (1)
<TABLE>
<CAPTION>
Annual Compensation Long-Term
Compensation
---------------------------- ----------------
Name and Principal Year Salary($) Bonus($)* Other Annual Restricted Stock All Other
Position Compensation($) Award(s)($)(2) Compensation ($)
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
H. Michael Dye, 2000 $232,000 $ - ** -- --
Chairman and Chief 1999 208,308 78,000 ** -- --
Executive Officer 1998 198,796 83,500 ** -- --
William W. Randolph, 2000 $158,200 $ - ** -- $127,279 (3)
Vice President 1999 226,308 84,100 ** -- $113,332 (3)
1998 216,796 60,000 ** -- --
John B. Zumwalt, 2000 $182,000 $ - ** $23,460 --
President and Chief 1999 164,000 57,000 ** 20,460 --
Operating Officer 1998 149,046 46,000 ** 16,920 --
Richard A. Wickett, 2000 $172,000 $ - ** -- --
Vice Chairman, 1999 148,808 51,200 ** -- --
V.P. and Chief 1998 140,546 48,750 ** -- --
Financial Officer
Robert J. Paulsen, 2000 $160,750 $ - ** -- --
Sr. Vice President 1999 151,500 51,900 ** -- --
1998 140,796 47,700 ** -- --
</TABLE>
----------------------
* Unlike prior fiscal years, bonuses for fiscal year 2000 were not paid
until November of fiscal year 2001.
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** Value of perquisites and other personal benefits paid does not exceed
the lesser of $50,000 or 10% of the total annual salary and bonus
reported for the executive officer and therefore is not required to be
disclosed pursuant to Securities and Exchange Commission rules.
(1) Certain columns have been omitted because they do not apply.
(2) The aggregate number of shares of restricted stock held by the Named
Officers is 7,416 valued at $289,965.60 based on the value of our stock
as of September 30, 2000 as determined by an independent appraisal.
Although we do not intend to declare or pay any dividends in the
foreseeable future and are limited in this respect by the terms of our
credit agreement, if we did declare or pay any dividends, any Named
Officer holding restricted stock would be entitled to receive dividends
on their restricted stock.
(3) Represents the actuarial present value of imputed interest for advance
contract premiums paid on split dollar life insurance policies for Mr.
Randolph and his wife.
PERFORMANCE GRAPH
The following graph and table summarize cumulative total shareholder
return data for the last five fiscal years with the total return on the S&P 500
Index and the Peer Group Index over the same period. The graph shows the growth
of a $100 investment in the Company's common stock, the S&P 500 Index and the
Peer Group Index on September 30, 1996. The stock price of the Company's common
stock on September 30, 1996 was $19.80.
[GRAPHIC OMITTED]
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PROPOSAL 2 - SHAREHOLDER PROPOSAL TO AUTHORIZE THE COMPANY TO EXECUTE AN
AGREEMENT WITH WILLIAM W. RANDOLPH TO PURCHASE HIS 102,618 SHARES, EXCLUSIVE OF
HIS SHARES OWNED THROUGH THE PBSJ EMPLOYEE PROFIT SHARING AND STOCK OWNERSHIP
PLAN AND TRUST, AT 33,036, 40,050 AND 29,532 SHARES ON FEBRUARY 15, 2001, 2002
AND 2003, RESPECTIVELY, AT A PRICE DETERMINED AT THE IMMEDIATE SEPTEMBER 30TH.
The affirmative vote of the holders of a majority of the shares of Common
Stock present in person or by proxy at the Annual Meeting is required to approve
this proposal.
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PROPOSAL 3 - PROPOSAL TO APPROVE THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS AS
THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE 2001 FISCAL YEAR
The Board of Directors of the Company has approved
PricewaterhouseCoopers LLP, independent certified public accountants, as
independent auditors of the Company for the 2001 fiscal year, and has further
directed that the selection of auditors be submitted for approval and
ratification by the shareholders at the Annual Meeting. PricewaterhouseCoopers
LLP has served as the Company's auditors for over twenty one years.
Representatives of PricewaterhouseCoopers LLP will not be present at the Annual
Meeting.
The affirmative vote of the holders of a majority of the shares of
Common Stock present in person or by proxy at the Annual Meeting is required to
approve this proposal.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the best of the Company's knowledge, based solely upon review of the
copies of such reports furnished to the Company and written representations that
no other reports were required, during the fiscal year ended September 30, 2000,
all Section 16(a) filing requirements applicable to the Company's officers,
directors and holders of more than ten percent of the Company's Common Stock
were complied with.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company that are intended to be
presented by such stockholders at the Company's Year 2002 Annual Meeting of
Stockholders must be received by the Company in writing no later than September
30, 2001, in order that they may be considered for inclusion in the proxy
statement and form of proxy relating to that meeting.
OTHER MATTERS
The Board of Directors is not aware of any other matters to be
addressed at the Annual Meeting. However, if additional matters properly come
before the Annual Meeting, then the proxy-holders will vote the shares they
represent in such manner as the Board of Directors may recommend.
BY ORDER OF THE BOARD OF DIRECTORS
By: /s/ H. Michael Dye
------------------
H. Michael Dye
Chairman and Chief Executive Officer
Dated: January 3, 2001.
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REVOCABLE PROXY
THE PBSJ CORPORATION
----------------------------------
PROXY FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON
JANUARY 20, 2001
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THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE PBSJ CORPORATION
The undersigned hereby appoints John B. Zumwalt and H. Michael Dye and each
of them severally, the true and lawful attorneys, agents and proxies of the
undersigned, each with full power to appoint his substitute, for and in the name
of the undersigned to act for the undersigned and to vote all of the shares of
the voting stock of THE PBSJ CORPORATION, a Florida corporation (the "COMPANY"),
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the COMPANY to be held on Saturday, January 20, 2001, at 10:30 A.M., Pacific
Standard Time, and at any adjournment or adjournments thereof.
1. ELECTION OF DIRECTORS.
[_] FOR ALL NOMINEES LISTED BELOW [_] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all
nominees listed below
H. Michael Dye Robert J. Paulsen John S. Shearer
Todd J. Kenner William W. Randolph Richard A. Wickett
John B. Zumwalt
Instruction: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list above.
2. PROPOSAL TO AUTHORIZE THE COMPANY TO EXECUTE AN AGREEMENT WITH SHAREHOLDER
WILLIAM W. RANDOLPH TO PURCHASE HIS 102,618 SHARES, EXCLUSIVE OF HIS SHARES
OWNED THROUGH THE PBSJ EMPLOYEE PROFIT SHARING AND STOCK OWNERSHIP PLAN AND
TRUST, @ 33,036, 40,050 AND 29,532 SHARES ON FEBRUARY 15, 2001, 2002 AND
2003, RESPECTIVELY, AT A PRICE DETERMINED AT THE IMMEDIATELY PRECEDING
SEPTEMBER 30TH.
[_] FOR [_] AGAINST
3. PROPOSAL TO APPROVE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS AS
INDEPENDENT AUDITORS OF THE COMPANY FOR THE 2001 FISCAL YEAR.
[_] FOR [_] AGAINST
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
This Proxy, when properly executed, will be voted in the manner directed
hereby by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" EACH OF THE PROPOSALS.
The undersigned hereby acknowledges receipt of the accompanying Information
Statement and Notice of 2001 Annual Meeting of Shareholders of The PBSJ
Corporation.
PLEASE MARK, COMPLETE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
Dated:___________________, 200___. __________________________________
Name of Shareholder
__________________________________
Signature (Please sign exactly as name
appears hereon.)
The PBSJ Corporation's records reflect your personal ownership interest to be
_______________shares of Common Stock.
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PROXY STATEMENT
THE PBSJ CORPORATION
----------------------------------
FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON
JANUARY 20, 2001
----------------------------------
THIS PROXY STATEMENT IS SOLICITED
ON BEHALF OF THE TRUSTEES OF
THE PBSJ EMPLOYEE PROFIT SHARING
AND STOCK OWNERSHIP PLAN AND TRUST
The undersigned participant in The PBSJ Employee Profit
Sharing and Stock Ownership Plan and Trust (the "Plan") hereby indicates their
vote to the Trustees of the Plan to vote all of the shares of Common Stock, par
value $.0033 per share of THE PBSJ CORPORATION, a Florida corporation (the
"COMPANY"), in his/her participant account in the Plan held as of record by the
Trustees on November 30, 2000, at the Annual Meeting of Shareholders of the
Company to be held on January 20, 2001, and any adjournment or adjournments
thereof, as designated below:
1. ELECTION OF DIRECTORS.
[_] FOR ALL NOMINEES LISTED BELOW [_] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all
nominees listed below
H. Michael Dye Robert J. Paulsen John S. Shearer
Todd J. Kenner William W. Randolph Richard A. Wickett
John B. Zumwalt
Instruction: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list above.
2. PROPOSAL TO AUTHORIZE THE COMPANY TO EXECUTE AN AGREEMENT WITH SHAREHOLDER
WILLIAM W. RANDOLPH TO PURCHASE HIS 102,618 SHARES, EXCLUSIVE OF HIS SHARES
OWNED THROUGH THE PBSJ EMPLOYEE PROFIT SHARING AND STOCK OWNERSHIP PLAN AND
TRUST, @ 33,036, 40,050 AND 29,532 SHARES ON FEBRUARY 15, 2001, 2002 AND
2003, RESPECTIVELY, AT A PRICE DETERMINED AT THE IMMEDIATELY PRECEDING
SEPTEMBER 30TH.
[_] FOR [_] AGAINST
3. PROPOSAL TO APPROVE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS AS
INDEPENDENT AUDITORS OF THE COMPANY FOR THE 2001 FISCAL YEAR.
[_] FOR [_] AGAINST
4. IN THEIR DISCRETION, THE TRUSTEES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
This Proxy, when properly executed, will be used by the Trustees of the
Plan to vote in the manner directed herein. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" EACH OF THE PROPOSALS.
The undersigned hereby acknowledges receipt of the accompanying Information
Statement and Notice of 2001 Annual Meeting of Shareholders of The PBSJ
Corporation.
PLEASE MARK, COMPLETE, SIGN, DATE AND RETURN THIS STATEMENT PROMPTLY.
Dated: , 200 .
---------------- --- ----------------------------------------
Name of Plan Participant
----------------------------------------
Signature (Please sign exactly as name
appears hereon.)
The PBSJ Corporation's records reflect the number of Common Stock shares within
your account in The PBSJ Employee Profit Sharing and Stock Ownership Plan and
Trust to be:
______________________ Owned via the Employee Stock Ownership Plan (ESOP)
______________________ Owned via the PBSJ Self Directed Stock Account
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