SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BETZ LABORATORIES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
[INSERT NAME OF FILER WHEN APPLICABLE]
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
[ BETZ LOGO ]
4636 SOMERTON ROAD, TREVOSE, PENNSYLVANIA 19053
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------
DEAR SHAREHOLDER,
The 1996 Annual Meeting of Shareholders of Betz Laboratories, Inc. (the
'Company') will be held at the Corporate Training Facility, 4636 Somerton Road,
Trevose, Pennsylvania, on Thursday, April 11, 1996 at 11:00 a.m. Daylight
Savings Time, for the following purposes:
1. To elect five (5) Directors of the Company as members of a class for a
term of three (3) years expiring in 1999 or until their respective
successors are elected and qualified;
2. To elect Ernst & Young LLP as the Company's independent auditors for
1996; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Shareholders of record at the close of business on February 9, 1996 shall
be entitled to vote at the meeting and at any adjournment thereof. It is
important that your shares be represented and voted and you are cordially
invited to attend the meeting. WHETHER OR NOT YOU EXPECT TO ATTEND, PLEASE VOTE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY OR CONFIDENTIAL INSTRUCTION CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED
STATES.
A copy of the Company's Annual Report for 1995 is enclosed. The Annual
Report is not to be regarded as proxy solicitation material.
Very truly yours,
WILLIAM C. BRAFFORD
Secretary
March 8, 1996
Trevose, Pennsylvania
<PAGE>
BETZ LABORATORIES, INC.
4636 SOMERTON ROAD, TREVOSE, PENNSYLVANIA 19053
PROXY STATEMENT
This Proxy Statement is furnished by Betz Laboratories, Inc. ('Company') in
connection with the solicitation of proxies by the Board of Directors ('Board')
from the holders of the Company's Preferred Shares and Common Shares to be used
at the 1996 Annual Meeting of Shareholders ('Meeting') to be held on April 11,
1996 and any adjournments thereof. It is intended that this Proxy Statement and
the enclosed proxy will be first sent to Shareholders on or about March 8, 1996.
The Proxy appoints proxies as indicated thereon. A Proxy may be revoked by
a Shareholder anytime prior to its use by giving notice of revocation to the
Secretary of the Company prior to the Meeting or by voting in person at the
Meeting. If a Proxy is properly signed and is not revoked by a Shareholder, it
will be voted at the Meeting in accordance with the instructions, if any, of the
Shareholder. In the absence of instructions for one or more of the matters
indicated on the Proxy, the Proxy will be voted FOR the election of the five (5)
Directors nominated by the Board and FOR the election of Ernst & Young LLP as
the Company's independent auditors for the year ending December 31, 1996. As to
any other matters that may properly come before the Meeting the persons named in
the Proxy are expected to consult with the whole Board (including the nominees)
and thereafter use their discretion in voting upon such matters.
Solicitations may be made by mail, personal interview and telephone by
officers and regular employees of the Company, not exceeding twenty-five in
number, who will receive no additional compensation therefor. The Company may
request banks, brokers and other nominees to forward proxy materials to the
beneficial owners of shares held of record by such persons and the Company will
reimburse such banks, brokers and other nominees for their reasonable
out-of-pocket expenses incurred in doing so. Additionally, the Company has
retained Morrow & Co., Inc. to assist with the solicitation of proxies from
brokerage firms and banks. The Company will pay Morrow & Co., Inc. a fee of
fifty-five hundred dollars ($5,500) and reimburse that company its actual
expenses in rendering such service.
Only holders of record of the Company's Preferred Shares and Common Shares
at the close of business on February 9, 1996 will be entitled to receive notice
of, and vote at, the Meeting. Each such Shareholder is entitled to one vote for
each share held of record on all business that comes before the Meeting.
Cumulative voting in the election of Directors is not permitted. On February 9,
1996, there were 27,654,777 Common Shares and 487,629 Preferred Shares of the
Company issued and outstanding.
The Company's Annual Report for 1995, on which no action will be asked by
the Board, is enclosed with this Proxy Statement. It is not to be regarded as
proxy solicitation material.
* * * * *
THE COMPANY WILL PROVIDE TO EACH SHAREHOLDER, UPON WRITTEN REQUEST AND
WITHOUT CHARGE, A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-K,
INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. ALL REQUESTS FOR SUCH ANNUAL REPORT SHOULD
BE DIRECTED TO EITHER GEORGE L. JAMES, III, VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND TREASURER OR WILLIAM C. BRAFFORD, SECRETARY, BETZ LABORATORIES,
INC., 4636 SOMERTON ROAD, TREVOSE, PENNSYLVANIA 19053.
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Under the Company's Bylaws, the Board consists of not less than five (5) or
more than thirteen (13) Directors divided into three (3) classes approximately
equal in number. Normally, at each Annual Meeting, the Directors of one class
stand for election to three (3) year terms, with the result that each class
stands for election once every three (3) years. This year's Meeting will relate
to the election of five (5) Directors to a class for three (3) year terms
expiring in 1999.
The class of Directors whose term of office will expire at the 1996 Annual
Meeting consists of Messrs. John W. Boyer, Jr., Patrick F. Brennan, William R.
Cook and John A.H. Shober, each of whom was previously elected by the
Shareholders for a three (3) year term. Mr. Alan R. Hirsig was elected as a
Director by the Board effective October 1, 1995 to fill an existing vacancy and
to hold office until the 1996 Annual Meeting of Shareholders. Unless otherwise
instructed, the persons named in the enclosed Proxy will vote shares subject to
a valid Proxy in favor of the election of Messrs. Boyer, Brennan, Cook, Shober
and Hirsig for three (3) year terms expiring at the Annual Meeting of
Shareholders in 1999. If any nominee should become unable to stand for election,
the persons named in the Proxy, after consultation with the full Board, will
exercise their discretion in voting for such person or persons as the Board may
recommend. The Board knows of no reason why any of the persons nominated by it
will be unavailable or unable to serve.
DIRECTORS AND EXECUTIVE OFFICERS
In 1995, the Board held six (6) regular meetings. The Board has
established, among others, the Audit, Administrative, Corporate Governance,
Executive Compensation and Employee Benefits and Retirement Plan and Stock Bonus
Committees as standing committees of the Board. The Audit Committee, which
presently is comprised of Messrs. Butler, Boyer, Brennan, Miller, Quarles and
Shober, has authority to review the qualifications and independence of the
Company's auditors and to recommend a firm to the Board for election by the
Shareholders of the Company. The Audit Committee also reviews and approves in
advance the scope of the Company's annual audit, the annual compensation of the
Company's independent auditors, the scope and range of fees for non-audit
services performed by the Company's independent auditors and, with the
assistance of the Company's independent and internal auditors, reviews the
Company's internal accounting policies and procedures. The Audit Committee met
two (2) times during 1995.
The Administrative Committee acts in lieu of the Board on limited matters
specifically delegated to it in advance by the full Board. The Administrative
Committee, which consists of Messrs. Cook and McCaughan, met six (6) times in
1995.
The Corporate Governance Committee, consisting of the Chairman of the Board
and three additional Directors, evaluates and recommends to the full Board the
slate of Directors to be submitted to the Shareholders at the Annual Meeting of
Shareholders as well as candidates to be appointed by the Board to fill
vacancies that may occur from time to time. The Corporate Governance Committee
also evaluates director compensation methods in order to attract and retain
qualified Directors. In considering candidates for nomination as a Director, the
Corporate Governance Committee will consider individuals suggested by
Shareholders of the Company. Shareholders wishing to suggest an individual for
consideration as a Director should submit the candidate's name and complete
biographical resume to the Committee's Chairman, John A. Miller, Betz
Laboratories, Inc., 4636 Somerton Road, Trevose, PA 19053. All Shareholder
suggestions must be received by not later than November 9 immediately preceding
the Annual Meeting at which such nominee would be eligible for election to be
considered for recommendation by the Corporate Governance Committee. The
Corporate Governance Committee, which presently consists of Messrs. Miller,
Boyer, McCaughan and Shober, met two (2) times during 1995.
2
<PAGE>
The Executive Compensation and Employee Benefits Committee establishes
ranges of base compensation for all Company employees other than officers and,
following consultation with the Chief Executive Officer, fixes base compensation
rates for officers. The Executive Compensation and Employee Benefits Committee
also makes determinations as to the grants of stock options and incentive stock.
The Executive Compensation and Employee Benefits Committee, which presently
consists of Messrs. Yohe, Brennan, Butler, Hirsig and Stengel, met two (2) times
during 1995.
The Retirement Plan and Stock Bonus Committee administers the Company's
Employee Retirement Plan and the Company's Employee Stock Ownership and 401(k)
Plan. The Committee has full and final authority, subject to the provisions of
the Plan and the full Board, to establish guidelines for administration and
operation of the Plan. The Retirement Plan and Stock Bonus Committee, which
presently consists of Mr. Boyer, Ms. Burger, Mr. Cook, Mr. McCaughan and Mr.
Stengel, met two (2) times in 1995.
REMUNERATION OF DIRECTORS
The Chairman of the Board is paid an annual retainer of $25,000 and each
Director who is not an employee of the Company ('Outside Director') is paid an
annual retainer of $18,000 as compensation for Board Committee assignments and
meetings. Outside Directors are paid a fee of $1,500 for each Board Meeting
attended. Committee Chairmen are paid an annual retainer of $3,000 and the
Chairman and each Committee member are paid a fee of $1,000 for each Committee
Meeting attended. In addition, each Director is granted 100 shares of the
Company's Common Stock pursuant to the Company's Employee Stock Incentive Plan
and an option to purchase 1,000 shares of the Company's Common Stock pursuant to
the Company's Stock Option Plan of 1987. Directors who are employees of the
Company are not paid any fees.
Outside Directors are also eligible to participate in the Company's
Directors' Deferred Compensation Plan under which Outside Directors may elect to
defer all or some of their compensation.
The following table sets forth certain biographical information as to each
Director-nominee, continuing Director and those officers who performed
policy-making functions for the Company during 1995.
NOMINEES FOR ELECTION
<TABLE>
<CAPTION>
POSITION OR OFFICE WITH
THE COMPANY, BUSINESS
NAME, AGE AND PERIODS EXPERIENCE DURING PAST
SERVED AS A DIRECTOR FIVE (5) YEAR PERIOD AND PRESENT
OF THE COMPANY OTHER DIRECTORSHIPS TERM EXPIRES
- --------------------------- ------------------------------------------------------------------- ---------------
<S> <C> <C>
John W. Boyer, Jr., 67 Director, Philadelphia Suburban Corporation, 1981 to present, 1996
Director, 1981 to present Chairman, 1992 to 1993, Chairman and President, 1981 to 1992;
Trustee, Eastern College, and Chairman of Finance Committee, 1985
to present, Distinguished Visiting Professor of Finance, 1993 to
present; Director, Gilbert Associates, Inc., 1984 to present;
Director, Rittenhouse Trust Company, 1993 to present.
Patrick F. Brennan, 64 President, Chief Executive Officer and Chief Operating Officer, 1996
Director, 1992 to present Consolidated Papers, Inc., 1993 to present, President and Chief
Operating Officer, 1988 to 1993, and Director, 1987 to present;
Director, Northland Cranberries, Inc., 1989 to present; Director,
Wisconsin Manufacturers & Commerce, 1990 to present.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
POSITION OR OFFICE WITH
THE COMPANY, BUSINESS
NAME, AGE AND PERIODS EXPERIENCE DURING PAST
SERVED AS A DIRECTOR FIVE (5) YEAR PERIOD AND PRESENT
OF THE COMPANY OTHER DIRECTORSHIPS TERM EXPIRES
- --------------------------- ------------------------------------------------------------------- ---------------
<S> <C> <C>
William R. Cook, 52 President and Chief Executive Officer, 1994 to present; President 1996
Director, 1989 to present and Chief Operating Officer, 1990 to 1993; President, Industrial
Division, during 1989; Senior Vice President, 1988 to 1989;
Chairman, Betz Process Chemicals, Inc. and Betz Energy Chemicals,
Inc., 1991 to 1994; Chairman, Betz Entec, Inc., 1987 to 1991 and
1992 to 1994; Chairman, Betz PaperChem, Inc., 1990 to present;
Director, Dynatech Corporation, 1994 to present; Trustee, Academy
of Natural Science, 1994 to present; Director, Chemical
Manufacturing Association, 1995 to present.
Alan R. Hirsig, 56 President and Chief Executive Officer, ARCO Chemical Company, 1991 1996
Director, 1995 to present to present, and Director, 1989 to present; President, ARCO Chemical
European Operations, 1984 through 1990; Director Chemical
Manufacturers Association, 1991 to present, and currently Vice
Chairman; Director, Greater Philadelphia First, 1992 to present;
Trustee, Bryn Mawr College, 1992 to present; Trustee, YMCA of
Philadelphia and vicinity, 1992 to present; Chairman of the
Advisory Board of PRIME, Inc., 1994 to present.
John A.H. Shober, 62 Vice Chairman of the Board of Directors, Penn Virginia Corp., 1992 1996
Director, 1987 to present to present; President, Chief Executive Officer and Director, 1989
to 1992; and President, Chief Operating Officer and Director, 1978
to 1989; Director, MIBRAG GmbH, 1994 to present; Director, First
Reserve Corporation, 1994 to present; Director, Ensign-Bickford
Industries, Inc., 1990 to present; Director, Airgas, Inc., 1990 to
present; Board of Managers, Pennsylvania Hospital, 1977 to present;
Board of Trustees, Eisenhower Exchange Fellowships, Inc., 1989 to
present; Director, YMCA of Philadelphia and vicinity, 1992 to
present.
CONTINUING DIRECTORS
John F. McCaughan, 60 Chairman of the Board, 1994 to present, Chairman of the Board and 1997
Director, 1972 to present Chief Executive Officer, 1990 to 1993; Director, Independence
Capital Group, 1989 to 1992; Director, Philadelphia Suburban
Corporation, 1984 to present; Director, Penn Mutual Life Insurance
Company, 1993 to present.
John Quarles, 60 (1) Partner, Morgan, Lewis and Bockius, Attorneys at Law, 1977 to 1997
Director, 1992 to present present; Director, Environmental Law Institute, 1988 to present.
</TABLE>
- ------------------
(1) Mr. Quarles is a partner in the law firm of Morgan, Lewis and Bockius,
Philadelphia, PA, which was retained by the Company during 1995 to provide
legal services on several matters.
4
<PAGE>
<TABLE>
<CAPTION>
POSITION OR OFFICE WITH
THE COMPANY, BUSINESS
NAME, AGE AND PERIODS EXPERIENCE DURING PAST
SERVED AS A DIRECTOR FIVE (5) YEAR PERIOD AND PRESENT
OF THE COMPANY OTHER DIRECTORSHIPS TERM EXPIRES
- --------------------------- ------------------------------------------------------------------- ---------------
<S> <C> <C>
Robert L. Yohe, 59 Independent investor since 1995; Vice Chairman, Olin Corporation, 1997
Director, 1991 to present 1993 to 1994, and Director, 1990 to 1994; Executive Vice President,
1987 to 1993; President, Chemicals Group, 1985 to 1991; Director,
Airgas, Inc., 1994 to present; Director, Calgon Carbon Corporation,
1995 to present; Director, SPI Polyols, Inc., since 1995; Director
of the Southwestern Area Commerce and Industry Association of
Connecticut, since 1991; Director, Connecticut Business & Industry
Association, since 1992; Director, the Connecticut Business for
Education Coalition, Inc., since 1991; and serves on the Commission
of Educational Excellence for Connecticut; Trustee of Lafayette
College since 1992.
Carolyn S. Burger, 56 President and Chief Executive Officer, Bell Atlantic-Delaware, 1998
Director, 1993 to present Inc., 1991 to present, and Director, 1989 to present; Vice
President, Secretary and Treasurer, Bell Atlantic Corporation, 1988
to 1991; Director, Wilmington Trust Corporation, 1992 to present;
Director, Delaware State Chamber of Commerce, 1991 to present;
Director, The Philadelphia Orchestra Association, 1988 to present;
Director, The Balch Institute for Ethnic Studies, 1985 to present;
Director, Delaware Community Foundation, 1991 to present; Director,
Medical Center of Delaware, 1992 to present.
George A. Butler, 67 President, CoreStates Financial Corp, 1990 to 1991; Chairman, First 1998
Director, 1988 to present Pennsylvania Bank, 1979 to 1990; Director, CoreStates Financial
Group and CoreStates Bank, N.A., 1990 to present; Director,
Pierce-Phelps, Inc., 1977 to present; Director, General Accident
Insurance Company of America, 1974 to present; Director, First
Pennsylvania Corporation and First Pennsylvania Bank, 1974 to 1990;
Trustee, Thomas Jefferson University, 1986 to present.
John A. Miller, 68 Chairman, Executive Committee, Provident Mutual Life Insurance 1998
Director, 1986 to present Company of Philadelphia, 1991 to present, Chairman of the Board,
1984 to 1992, and Chief Executive Officer, 1978 to 1991; Director,
CoreStates Financial Corp and CoreStates Bank, N.A., 1977 to
present; Director, Greater Philadelphia Chamber of Commerce, 1977
to 1991; Chairman, Greater Philadelphia First Corporation, 1987,
and Director, 1984 to 1992; Director, Bryn Mawr Hospital, 1990 to
present; Chairman, Insurance Federation of Pennsylvania, 1988 and
1991, and Director, 1986 to 1992; Chairman of the Board, Guarantee
Reassurance Corp., 1992 to present.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
POSITION OR OFFICE WITH
THE COMPANY, BUSINESS
NAME, AGE AND PERIODS EXPERIENCE DURING PAST
SERVED AS A DIRECTOR FIVE (5) YEAR PERIOD AND PRESENT
OF THE COMPANY OTHER DIRECTORSHIPS TERM EXPIRES
- --------------------------- ------------------------------------------------------------------- ---------------
<S> <C> <C>
Geoffrey Stengel, Jr., 52 President and Director, Envirite Corporation, 1983 to present; 1998
Director, 1987 to present President, Hazardous Waste Treatment Council, 1986 to 1987;
Chairman, Hazardous Waste Treatment Council, 1987 to 1988;
Chairman, Board of Trustees, The Shipley School, 1987 to 1989;
Chairman, Environmental Technology Council, 1995 to present.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE 'FOR' THE
NOMINEES.
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
POSITION OR OFFICE WITH
THE COMPANY, BUSINESS
EXPERIENCE DURING PAST
FIVE (5) YEAR PERIOD AND
OTHER DIRECTORSHIPS
---------------------------------------------------------------------------------
<S> <C>
William C. Brafford, 63 Vice President, Secretary and General Counsel, 1980 to present.
Richard A. Heberle, 56 Senior Vice President, 1995 to present; President, Betz International, Inc., 1980
to 1994.
John L. Holland, 53 Senior Vice President and President, Betz Water Management Group, 1995 to
present; President, Betz PaperChem, Inc., 1994 to 1995; President, Betz Canada
Inc., 1991 to 1994; Vice President, Marketing Services, Betz PaperChem, Inc.,
1988 to 1991.
George L. James, III, 49 Vice President, Chief Financial Officer and Treasurer, 1995 to present; Scott
Paper Company, Corporate Staff; Vice President, Corporate Development and
Planning, 1994-1995, Vice President, Corporate Finance, Planning and Analysis,
1992 to 1994, and Vice President, Internal Audit and Investor Relations, 1990 to
1991.
Ronald A. Kutsche, 53 Senior Vice President, 1995 to present; President, Betz PaperChem, Inc. 1995 to
present; Chairman, Betz MetChem, 1994 to present; Chairman, Betz Process
Chemicals, Inc., 1994 to 1995 and President, 1990 to 1995. Chairman, Betz Energy
Chemicals, Inc., 1994, and President, 1990 to 1994.
Larry V. Rankin, 52 Senior Vice President, 1988 to present; Chairman, Betz Canada Inc., 1990 to
present; Chairman, Betz International, Inc. and Betz Europe, Inc., 1987 to
present.
</TABLE>
6
<PAGE>
OWNERSHIP OF COMPANY SHARES
Set forth below is certain information regarding beneficial ownership of
the Company's Common Stock by owners of more than 5% of such shares.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAMES AND ADDRESS OF OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS OUTSTANDING
- ------------------------------ ------------------------------------ --------------------- -------------------
<S> <C> <C> <C>
Common Stock FMR Corp. 4,101,800 14.83%
82 Devonshire Street
Boston, MA 02109
Common Stock Scudder, Stevens & Clark, Inc. 2,364,685 8.55%
345 Park Avenue
New York, NY 10154
Common Stock The Regents of 1,573,000 5.69%
the University of California
300 Lakeside Drive
Oakland, CA 94612
</TABLE>
The Company is not aware of any other person or group which is the
beneficial owner of more than 5% of the Company's Common Shares or Preferred
Shares.
Set forth below is certain information regarding beneficial ownership of
the Company's shares by each Director, nominee and named executive officer, and
for all Directors and executive officers of the Company as a group as of
February 9, 1996. Unless otherwise indicated in the footnotes to this table,
each individual exercises sole voting and investment power over all Common
Shares and Preferred Shares set forth opposite his or her name.
<TABLE>
<CAPTION>
PERCENT OF PERCENT OF
CLASS CLASS
COMMON SHARES(1) OUTSTANDING PREFERRED SHARES OUTSTANDING
----------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
John W. Boyer, Jr...................... 1,600 less than 1% less than 1%
Patrick F. Brennan..................... 1,100(2) less than 1% less than 1%
Carolyn S. Burger...................... 500 less than 1% less than 1%
George A. Butler....................... 1,900(2) less than 1% less than 1%
William R. Cook........................ 18,772 less than 1% 200 less than 1%
Richard A. Heberle..................... 7,988(3) less than 1% 182 less than 1%
Alan R. Hirsig......................... 1,000 less than 1% less than 1%
John L. Holland........................ 4,848 less than 1% 148 less than 1%
Ronald A. Kutsche...................... 9,931 less than 1% 181 less than 1%
John F. McCaughan...................... 71,354(4) less than 1% 203 less than 1%
John A. Miller......................... 2,700 less than 1% less than 1%
John Quarles........................... 1,600(2) less than 1% less than 1%
Larry V. Rankin........................ 13,558 less than 1% 200 less than 1%
John A.H. Shober....................... 3,100 less than 1% less than 1%
Geoffrey Stengel, Jr................... 600 less than 1% less than 1%
Robert L. Yohe......................... 1,500(2) less than 1% less than 1%
All Directors and executive officers as
a group (18 persons)................. 158,926 less than 1% 1,316 less than 1%
</TABLE>
- ------------------
(1) The numbers shown include shares granted subject to forfeiture and
restrictions on transfer pursuant to the Company's Employee Stock Incentive
Plan over which the persons named have voting power as follows: Mr.
7
<PAGE>
Cook, 6,305 shares, Mr. Holland, 3,574 shares, Mr. Kutsche, 1,389 shares,
Mr. Rankin, 1,859 shares and Mr. Heberle, 899 shares; all Directors and
executive officers as a group (18 persons), 17,376 shares. Also included is
each person's respective interest in certain shares held by the Trustee of
the Company's Employee Stock Ownership and 401(k) Plan over which such
persons have voting and investment power: Mr. Cook, 688 shares, Mr. Holland,
141 shares, Mr. Kutsche, 6,186 shares, Mr. Rankin, 2,614 shares and Mr.
Heberle, 469 shares; all Directors and executive officers as a group (18
persons), 26,899 shares. Not included are shares which may be acquired upon
the exercise of stock options granted under the Betz Laboratories, Inc.
Stock Option Plan of 1981 and the Betz Laboratories, Inc. Stock Option Plan
of 1987 over which the named individuals have neither voting nor investment
power until exercise of the options: Mr. Cook, 96,531 shares, Mr. Holland,
30,329 shares, Mr. Kutsche, 50,098 shares, Mr. Rankin, 44,503 shares and Mr.
Heberle, 35,105 shares; all Directors and executive officers as a group (18
persons), 469,030 shares.
(2) Also not included are shares in which Directors who are not employees of the
Company may hypothetically invest deferred compensation in shares of Common
Stock of the Company pursuant to the Company's Directors' Deferred
Compensation Plan. Common Stock so invested is adjusted to reflect stock
dividends and splits; however, upon retirement payments of deferred
compensation are made in cash. Directors participating in the Plan and the
number of shares assigned are: Mr. Brennan, 838 shares; Mr. Butler, 5,357
shares; Mr. Quarles, 653 shares and Mr. Yohe, 838 shares.
(3) Does not include 500 shares held by Mr. Heberle's son for himself with
respect to which Mr. Heberle disclaims beneficial ownership.
(4) Does not include 200 shares held by Mr. McCaughan's wife for herself or as a
trustee, 600 shares held by his daughter for herself, nor 280 shares held by
his mother for herself with respect to which Mr. McCaughan disclaims
beneficial ownership.
8
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid, accrued or set aside by the Company during each of the Company's last
three fiscal years to the Company's Chief Executive Officer and each of the
Company's four other most highly compensated executive officers, as determined
by salary earned during 1995.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------------------- ------------------------- -----------------
(A) (B) (C) (D) (E) (F) (G) (H)
OTHER RESTRICTED
ANNUAL STOCK
NAME AND BONUS COMPENSA- AWARD(S) OPTIONS LTIP
PRINCIPAL POSITION YEAR SALARY ($) ($)(1) SATION ($)(2) ($)(3) (#) PAYOUTS ($)(4)
- ----------------------- --------- ---------- ----------- --------------- -------------- --------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
William R. Cook, 1995 $ 460,017 $ 85,000 -- $ -0- 29,624 --
President and C.E.O. . 1994 359,640 44,000 -- 130,166 23,294 --
1993 315,016 -0- -- 160,627 11,585 --
John L. Holland, Senior 1995 $ 219,221 $ 62,500 -- $ 102,109 17,408 --
Vice Pres. ........... 1994 164,061 57,525 -- -0- -- --
1993 156,000 58,359 -- -0- -- --
Ronald A. Kutsche, 1995 $ 211,365 $ 57,500 -- $ 15,717 21,540 --
Senior Vice Pres. .... 1994 170,194 4,559 -- -0- 5,537 --
1993 164,430 -0- -- 44,367 10,244 --
Larry V. Rankin, 1995 $ 220,700 $ 32,600 -- $ -0- 9,278 --
Senior Vice Pres. .... 1994 211,678 19,377 -- -0- 7,777 --
1993 208,000 -0- -- 81,099 16,584 --
Richard A. Heberle, 1995 $ 195,800 $ 30,100 -- $ -0- 10,701 --
Senior Vice Pres. .... 1994 165,969 65,339 -- -0- 4,729 --
1993 163,527 17,985 -- 39,219 9,627 --
<CAPTION>
(A) (I)
ALL
OTHER
COMPEN-
NAME AND SATION
PRINCIPAL POSITION ($)(5)
- ----------------------- -----------
William R. Cook, $ 4,303
President and C.E.O. . 4,727
6,237
John L. Holland, Senior $ 4,303
Vice Pres. ........... 4,727
6,237
Ronald A. Kutsche, $ 4,108
Senior Vice Pres. .... 4,727
6,237
Larry V. Rankin, Senior $ 4,303
Vice Pres. ........... 4,530
6,237
Richard A. Heberle, $ 4,303
Senior Vice Pres. .... 4,727
6,237
<CAPTION>
</TABLE>
- ------------------
(1) Reflects bonus earned in year indicated, but paid the following year.
(2) The aggregate of other annual compensation of each of the named executive
officers does not exceed the lesser of $50,000 or 10% of his total annual
salary and bonus, and therefore is not reportable in column (e).
(3) The value of restricted stock awards made in 1995 pursuant to the Company's
Employee Stock Incentive Plan is determined by the closing price of the
Company's common stock on the date of grant as reported by the New York
Stock Exchange (NYSE) multiplied by the number of shares. The value of the
aggregate number of shares of restricted stock held by each named executive
officer is determined by the closing price of the Company's common stock on
December 29, 1995 ($41.00) as reported by the NYSE multiplied by the
aggregate number of shares. The aggregate number of shares and value of
restricted stock held as of December 31, 1995 by each named executive
officer is: William R. Cook, 6,305 shares, $258,505; John L. Holland, 3,574
shares, $146,534; Ronald A. Kutsche, 1,389 shares, $56,949; Larry V. Rankin,
1,859 shares, $76,219 and Richard A. Heberle, 899 shares, $36,859. Shares
granted vest in equal increments in the third, fourth and fifth years from
date of grant. Dividends are paid on restricted stock from date of grant.
(4) The Company has no performance based Long Term Incentive Plan ('LTIP').
(5) Represents the value of $1,993 in participant allocations and the balance in
Company matching contributions, each in the form of Preferred Shares,
pursuant to the Company's Employee Stock Ownership and 401(k) Plan.
9
<PAGE>
STOCK OPTION GRANTS DURING 1995
The following table sets forth the number, exercise price, expiration date
of stock options and their potential realizable values based on assumed annual
compounded rates of stock price appreciation of awards granted during 1995
pursuant to the Company's Stock Option Plan of 1987.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- -------------------------------------------------------------------------------------------- ------------------------
(A) (B) (C) (D) (E) (F) (G)
% OF
NUMBER TOTAL
OF SECU- OPTIONS/
RITIES SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES EXERCISE
GRANTED IN FISCAL OR BASE EXPIRATION
NAME (#)(1) YEAR (2) PRICE DATE 5% ($) 10% ($)
- -------------------------------------- ------------- ------------- --------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
William R. Cook,
President and C.E.O................. 29,624 3.06% $ 44.875 2-13-05 $ 836,049 $ 2,118,679
John L. Holland, 7,408 .77% $ 44.875 2-13-05 209,069 529,813
Senior Vice President............... 10,000 1.03% $ 43.00 8-21-05 270,420 685,310
1,871 .19% $ 44.875 2-13-05 52,803 133,812
Ronald A. Kutsche, 10,000 1.03% $ 42.25 8-25-05 265,710 673,360
Senior Vice President .............. 9,669 1.00% $ 39.25 12-18-05 238,670 604,835
Larry V. Rankin,
Senior Vice President............... 9,278 .96% $ 39.25 12-18-05 229,018 580,376
Richard A. Heberle, 2,470 .26% $ 44.875 2-13-05 69,708 176,652
Senior Vice President............... 8,231 .85% $ 39.25 12-18-05 203,174 514,882
</TABLE>
- ------------------
(1) Options were granted on February 13, 1995, August 21 and 25, 1995 and
December 18, 1995, and have a maximum term of ten years subject to earlier
termination in the event of optionee's cessation of service with the
Company. Options become exercisable for one third of the option shares on
the date of the option grant; one third of the option shares upon completion
of one year of service from the date of the option grant; and one third of
the option shares upon completion of two years of service from the date of
the option grant.
(2) No stock appreciation rights are granted pursuant to the Company's Stock
Option Plan of 1987.
10
<PAGE>
STOCK OPTION EXERCISES DURING 1995 AND YEAR END OPTION VALUES
The following table sets forth information related to aggregated stock
options exercised by the named executive officers of the Company during 1995 and
the number and value of stock options held at year end. The Company does not
have any outstanding stock appreciation rights.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST CALENDAR YEAR AND YEAR END OPTION VALUES
- --------------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E)
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN THE
UNEXERCISED MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)(2)
--------------- -----------------
VALUE
SHARES ACQUIRED REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($)(1) UNEXERCISABLE UNEXERCISABLE
- -------------------------------------------- ------------------- ------------- --------------- -----------------
<S> <C> <C> <C> <C>
William R. Cook,
President and C.E.O....................... -0- -0- 69,016/27,515 $108,157/-0-
John L. Holland,
Senior Vice President..................... -0- -0- 18,723/11,606 100,052/-0-
Ronald A. Kutsche,
Senior Vice President..................... -0- -0- 33,891/16,207 130,775/11,281
Larry V. Rankin,
Senior Vice President..................... -0- -0- 35,724/8,779 10,843/10,826
Richard A. Heberle,
Senior Vice President..................... 4,000 $ 80,000 26,393/8,712 76,811/9,604
</TABLE>
- ------------------
(1) Value realized is the difference between the option exercise price and the
closing market price of the Common Stock on the date of exercise multiplied
by the number of shares to which the exercise relates.
(2) The closing price for the Company's Common Stock as reported by the New York
Stock Exchange on December 29, 1995 was $41.00. Value is the difference
between the option exercise price and $41.00 multiplied by the number of
shares of Common Stock underlying the option.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION PHILOSOPHY
Betz' executive compensation program is based on two objectives:
o Provide a strong and direct link between Company performance and
executive pay.
o Position executive pay levels at the median (i.e., 50th percentile) of a
peer group of specialty chemical companies and a broad cross-section of
U.S. companies of comparable size.
Betz has been tracking its executive pay levels and performance versus a
comparable group of specialty chemical companies since 1987. This group,
which has operating and market characteristics similar to Betz', includes
11 specialty chemical companies. This is the same peer group used in the
performance graph included in this Proxy Statement. Betz' size (annual
revenues) is at about the median of the group.
11
<PAGE>
Pay is sufficiently variable so that performance in the top 25% will
result in top 25% total compensation, and below average performance
levels will result in below average total compensation.
EXECUTIVE COMPENSATION COMPONENTS
o Betz' executive compensation program has three components: base salary,
annual bonus, and long-term incentives. All components combined are
intended to attract, retain and motivate executives to high performance.
-- Base Salary. Base salaries are set by periodic comparison to external
rates of pay for comparable positions within the peer group and are
targeted at the 50th percentile for such positions. Individual salaries
are considered for adjustment annually; adjustments are based upon
general movement in salary levels in the peer group and a relevant broad
cross-section of U.S. companies, individual performance and potential
and/or changes in duties and responsibilities. Actual salaries range
from 7% below to 6% above targeted salary levels.
-- Annual Bonus. Betz' annual bonus measures the Company's financial
performance based on operating earnings growth. For 1995, payouts will
vary depending on the actual level of operating earnings growth achieved
over the previous calendar year. Annual bonus opportunities are targeted
to be at the 50th percentile of the peer group and a relevant broad
cross-section of U.S. companies when performance is at the 50th
percentile, at the top quartile of the peer group when performance is in
the top quartile, and at or below the bottom quartile of the peer group
when performance is in the bottom quartile. If the annual minimum target
is not met, no bonus is payable.
-- Long-term Incentives. Long-term incentive gains under the Betz Stock
Option and Stock Incentive Plans reflect Betz' stock market performance.
Potential gain opportunities vary based on total return to Shareholders.
Stock options are typically granted annually, while incentive stock
awards are generally granted every three years. Prior option grants may
be considered by the Committee, but they are not necessarily
determinative of future option grants. Awards are targeted to provide
annual gain opportunities at the 50th percentile of the peer group and a
relevant broad cross-section of U.S. companies.
The Committee has reviewed the Internal Revenue Code provisions which place
a limit on deductions for compensation above $1,000,000. Although no executive
officer received compensation exceeding this limit in 1995, the Committee
adopted guidelines several years ago which meet the requirements and qualify
Betz' annual bonus and stock option plans as performance based. The value of the
incentive stock awards increases with increase in stock market performance.
However, the stock incentive plan does not technically qualify as a
performance-based plan.
CHIEF EXECUTIVE OFFICER COMPENSATION
Pay Positioning: Betz' policy is to set the Chief Executive Officer's
target pay levels at average (median) Chief Executive Officer pay levels for the
specialty chemical group after adjusting for Betz' size. Recent analysis of
total compensation levels for Chief Executive Officers within the specialty
chemical companies indicates that Betz' Chief Executive Officer's target total
compensation is actually between the 40th and 50th percentiles. The Committee
continues to monitor specialty chemical company pay levels and Betz' earnings
per share, return on assets and total return to Shareholders performance as the
basis for any future adjustments.
12
<PAGE>
Pay Mix: Betz' Chief Executive Officer's actual compensation is highly
variable because it is based on actual performance in a given calendar year. In
fact, over half of his potential compensation is not assured because it is
provided through the annual bonus plan and long-term incentive opportunities.
Determination of Specific Compensation Levels in 1995:
o Base salary: The Chief Executive Officer's salary increase at 1/1/95 was
15% to reflect 1994 performance and to bring his base compensation closer
to competitive standards in the peer group and a broad cross-section of
U.S. industry.
o Annual bonus: In 1995, Betz' operating income increase from 1994
(adjusted for 1995 restructuring charge) exceeded the minimum target to
trigger a bonus payment. The Chief Executive Officer earned a bonus of
19% of his base salary.
o Long-term incentives: Stock option and incentive stock grants were made
at levels that provide average gain opportunity in the comparable
specialty chemical group for average stock market performance. In
determining the size of the grant, the Committee also considered the
competitiveness of the Chief Executive Officer's gain opportunities in
the context of the competitiveness of his total compensation package and
did not consider prior grants.
This report is submitted by the Executive Compensation and Employee
Benefits Committee consisting of the following outside members of the Board:
Robert L. Yohe, Chairman
Patrick F. Brennan
George A. Butler
Alan R. Hirsig
Geoffrey Stengel, Jr.
13
<PAGE>
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total shareholder return on the Company's Common Stock during the five years
ending December 31, 1995 with the cumulative total return on the S&P 500 Index
and an eleven company peer group comprised of Chemed Corporation, Ecolab Inc.,
HB Fuller Company, Loctite Corporation, Millipore Corporation, NCH Corporation,
Nalco Chemical Company, Pall Corporation, Petrolite Corporation, Quaker Chemical
Corporation and Sigma Aldrich Corporation. The comparison assumes that $100.00
was invested on December 31, 1990 in the Company's Common Stock, the S&P 500
Index and the identified peer group and assumes the reinvestment of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
BETZ LABORATORIES, INC., S&P 500 INDEX & PEER GROUP
[ PERFORMANCE GRAPH ]
Peer Betz S&P 500
1990 100 100 100
1991 148 148 130
1992 156 156 140
1993 153 118 155
1994 141 120 157
1995 182 118 218
- ------------------
* Total Return Assumes Reinvestment of Dividends
The historical trends depicted on the graph above provide no assurance that such
stock performance will continue in the future. The Company makes no
representation or predictions as to the future stock performance.
14
<PAGE>
ESTIMATED ANNUAL BENEFITS UNDER FINAL PAY FORMULA
PENSION PLAN TABLE
The Company's Employee Retirement Plan (the 'Plan') was established in
1953. The Plan, which is noncontributory, presently covers all U.S. employees of
the Company and its domestic subsidiaries who meet the Plan's eligibility
requirements. Upon retirement, eligible employees are entitled to receive
retirement payments in accordance with one of several optional forms of payment.
The Plan, as amended, provides an annual retirement benefit in an amount
determined by multiplying the participant's final average earnings (defined as
the highest 3 consecutive years of service) by 1.2% for each of the
participant's first thirty-five (35) years of service and adding to that an
amount determined by multiplying the participant's final average earnings in
excess of covered compensation (defined as an accumulated average of Social
Security wage bases) by .6% for each of the participant's first thirty-five
years of service.
The amount of the estimated retirement income will be reduced for early
retirees and for vested terminated employees not working to normal retirement
age to conform to the maximum benefit limitations imposed by the Employee
Retirement Income Security Act of 1974. The Betz Laboratories, Inc. Benefit
Restoration Plan ('Benefit Restoration Plan') restores any benefits reduced by
the maximum benefit limitations of ERISA. Benefits under the Retirement Plan are
computed on the basis of a single life annuity.
The following table shows the estimated annual benefits payable under the
Plan and Benefit Restoration Plan to eligible employees retiring in 1995 at
normal retirement age in the stated salary classifications.
<TABLE>
<CAPTION>
YEARS OF PARTICIPATION IN PLAN
FINAL AVERAGE ----------------------------------------------------------
EARNINGS 15 20 25 30 35
------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 200,000 $ 51,667 $ 68,890 $ 86,112 $ 103,334 $ 120,557
250,000 65,167 86,890 108,612 130,334 152,057
300,000 78,667 104,890 131,112 157,334 183,557
400,000 105,667 140,890 176,112 211,334 246,557
500,000 132,667 176,890 221,112 265,334 309,557
600,000 159,667 212,890 266,112 319,334 372,557
700,000 186,667 248,890 311,112 373,334 435,557
</TABLE>
Retirement benefits paid to the Company's executive officers identified in
the Summary Compensation Table are determined by their respective annual
compensation listed in columns (c), (d) and any qualifying compensation in (e)
therein. The retirement benefits are paid out of the Company's Employee
Retirement Plan to the extent permitted by the Internal Revenue Code. The
balance of benefits, if any, is paid by the Company's Benefit Restoration Plan.
As of February 9, 1996, the following individuals have the respective years of
credited service for Retirement Plan purposes set forth after their names: Mr.
Cook, 24; Mr. Holland, 25; Mr. Kutsche, 24; Mr. Rankin, 26; and Mr. Heberle, 30.
EMPLOYMENT AGREEMENTS
The Company has entered into employment contracts with each of the named
executive officers of the Company. Such agreements provide for the employment of
each named executive officer for a period of five (5) years, unless sooner
terminated by death, disability or termination for cause. Employment also may be
terminated by the Board in its sole discretion upon two years' advance written
notice to the employee. If, during such notice period, the Board does not elect
to continue the employee in his present capacity, the Company agrees to pay the
employee the cash equivalent of his salary which would have been earned during
the notice period, together with stock under the Company's Employee Stock
Incentive Plan and bonus which would have been payable had the employee
continued in his present capacity for the full term of the termination notice.
The agreements further set
15
<PAGE>
forth certain covenants whereby the employee agrees, both during and after his
employment, to protect and not divulge the Company's proprietary and
confidential information and agrees that during his employment and for eighteen
(18) months after termination of active employment, he shall not work for or
substantially invest in a competitor, except if employee's employment is
terminated as a result of the acquisition of all or substantially all of the
stock or assets of the Company, in which case the employee's employment
opportunities are not so restricted, and the employee may elect to receive his
severance salary and bonus in a lump sum at the time active employment is
terminated.
PROPOSAL NO. 2
ELECTION OF INDEPENDENT AUDITORS
The Board, on the recommendation of the Company's Audit Committee, has
nominated Ernst & Young LLP as independent auditors for the year ending December
31, 1996. Ernst & Young LLP has been the Company's independent auditors since
the Company's first public offering of its securities in 1965. Although not
required, the Board has determined that it is desirable to have the Company's
auditors elected by the Shareholders of the Company. In the event Ernst & Young
LLP is not elected, the Board would reconsider its choice. Representatives of
Ernst & Young LLP are expected to be present at the Meeting and will be accorded
an opportunity to make a statement should they so desire and are expected to be
able to respond to appropriate questions from Shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE 'FOR' PROPOSAL
2.
VOTE REQUIRED FOR APPROVAL
Matters submitted to Shareholders of record are decided by the vote of the
holders of a majority of the outstanding shares entitled to vote, present in
person or represented by proxy at a meeting at which a quorum is present, though
such majority may be less than a majority of all the shares entitled to vote.
Under applicable Pennsylvania law, if a quorum is present with respect to a
specific matter, such matter will be authorized upon receiving approval by a
majority of the votes cast on such matter and for such purposes an abstention,
broker non-vote or the specific direction not to cast any vote on any specific
matter will not constitute the casting of a vote on such matter.
OTHER MATTERS
SHAREHOLDER PROPOSALS
Under the Securities and Exchange Commission rules certain Shareholder
proposals may be included in the Company's Proxy Statement. Any such proposal
for the 1997 Annual Meeting must be received by the Company not later than
November 9, 1996. All proposals should be submitted to William C. Brafford,
Secretary, Betz Laboratories, Inc., 4636 Somerton Road, Trevose, Pennsylvania
19053.
The Board knows of no other matters which will be brought before the
Meeting by any person other than those matters set forth in the attached Notice
of Annual Meeting of Shareholders. If, however, any other matter shall properly
come before the Meeting or any adjournment thereof, the persons named in the
Proxy will vote thereon in accordance with their best judgment.
William C. Brafford
Secretary
Dated: March 8, 1996
16
<PAGE>
[ BETZ LOGO ]
NOTICE OF 1996
ANNUAL MEETING
AND
PROXY
STATEMENT
[LOGO]
<PAGE>
BETZ LABORATORIES, INC.
INSTRUCTION CARD FOR THE ANNUAL MEETING ON APRIL 11, 1996
The undersigned hereby instructs American Stock Transfer & Trust Company to vote
as designated below all the preferred and common shares of Betz Laboratories,
Inc. (the "Company") entitled to be voted by the undersigned under the Company's
Employee Stock Ownership and 401(k) Plan.
(To be Signed on Reverse Side)
/X/ Please mark your
votes as in this
example.
The shares represented by this instruction card will be voted FOR Proposals 1
through 3 if no instruction to the contrary is indicated or if no instruction is
given.
FOR WITHHELD FOR AGAINST ABSTAIN
1.To elect the / / / / 2. To elect Ernst & / / / / / /
following Young LLP as the
nominees, as Company's
set forth in the independent auditors
proxy for 1996.
statement:
John W. Boyer, Jr., Patrick F. Brennan, William R. Cook,
Alan R. Hirsig and John A.H. Shober.
Instructions: To withhold authority to vote for any
individual nominee, place an "X" in box on the
left and strike a line through the nominee's name
listed above.
3. To transact such other business
as may properly come before the
annual meeting or any
adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD IN THE ENCLOSED ENVELOPE
SIGNATURE(S) ________________________________________________ DATE ____________
NOTE: Please sign exactly as name appears hereon. Executors, Administrators,
Trustees, etc. should so indicate when signing, giving full title as such.
<PAGE>
BETZ LABORATORIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS APRIL 11, 1996
The undersigned hereby appoints George A. Butler, John F. McCaughan and John A.
Miller, or any of them, attorneys and proxies with full power of substitution in
each of them, in the name, place and stead of the undersigned to vote as proxy
all the stock of the undersigned in Betz Laboratories, Inc. (the "Company").
(To be Signed on Reverse Side)
/X/ Please mark your
votes as in this
example.
The shares represented by this instruction card will be voted FOR Proposals 1
through 3 if no instruction to the contrary is indicated or if no instruction is
given.
FOR WITHHELD FOR AGAINST ABSTAIN
1. To elect the / / / / 2. To elect Ernst & / / / / / /
following Young LLP as the
nominees, as Company's
set forth in the independent auditors
proxy for 1996.
statement:
John W. Boyer, Jr., Patrick F. Brennan, William R. Cook,
Alan R. Hirsig and John A.H. Shober.
Instructions: To withhold authority to vote for any
individual nominee, place an "X" in box on the
left and strike a line through the nominee's name
listed above.
3. To transact such other business
as may properly come before the
annual meeting or any
adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD IN THE ENCLOSED ENVELOPE
SIGNATURE(S) ________________________________________________ DATE ____________
NOTE: Please sign exactly as name appears hereon. Executors, Administrators,
Trustees, etc. should so indicate when signing, giving full title as such. If
signer is a corporation, execute in full corporate name by authorized officer.
If shares held in the name of two or more persons, all should sign.
