SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] 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 ss. 240.14a-11(c) or ss. 240.14a-12
ENVIRONMENT|ONE CORPORATION
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(Name of Registrant as Specified in Its Charter)
<PAGE>
April 11, 1997
To Our Shareholders:
You are invited to attend the 1997 Annual Meeting to be held on
Thursday, May 15, 1997 at The Desmond located at 660 Albany-Shaker Road, Albany,
New York at 2:00 P.M.
The Annual Meeting will begin with a review of Company operations over
the past year, followed by discussions and voting on the issues set forth in the
accompanying Notice of Annual Meeting and Proxy Statement and other business
matters properly brought before the meeting.
Whether or not you plan to attend the meeting, your shares will be
represented at the meeting by promptly completing, signing, dating and returning
your proxy form in the enclosed envelope.
Sincerely,
/s/Stephen V. Ardia
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Stephen V. Ardia
Chairman of the Board,
President and CEO
<PAGE>
ENVIRONMENT|ONE CORPORATION
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
To the Shareholders of Environment One Corporation:
At the direction of the Board of Directors, notice is hereby given that
the Annual Meeting (the "Meeting") of Shareholders of Environment One
Corporation, a New York Corporation, will be held on May 15, 1997 at The Desmond
located at 660 Albany-Shaker Road, Albany, New York at 2:00 P.M. local time, for
the purpose of considering and voting upon the following matters:
1. The election of two directors to hold office for a term of
three years or until their successors have been duly elected.
2. The transaction of any other business which may be properly
brought before the Meeting or any adjournment thereof.
/s/Edward J. Grogan
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Edward J. Grogan
Corporate Secretary
April 11, 1997
Niskayuna, New York
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES
MAY BE VOTED AND TO ASSURE THE PRESENCE OF A QUORUM. RETURNING YOUR PROXY DOES
NOT AFFECT YOUR RIGHT TO CHANGE YOUR VOTE OR VOTE IN PERSON IN THE EVENT YOU
ATTEND THE MEETING.
<PAGE>
ENVIRONMENT|ONE CORPORATION
2773 Balltown Road
Niskayuna, New York 12309-1090
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PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS, May 15, 1997
VOTING RIGHTS AND PROXIES
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Environment One Corporation (the
"Corporation"), for use at the Annual Meeting of Shareholders of the Corporation
to be held May 15, 1997, and any and all adjournments or postponements thereof
(the "Meeting"). This Proxy Statement and the enclosed proxy are first being
mailed to shareholders on or about April 11, 1997.
Any Shareholder executing a proxy retains the right to revoke it any
time prior to its use by giving written notice of revocation to the Secretary of
the Corporation, by executing and delivering to the Secretary of the Corporation
a proxy bearing a later date, or by appearing at the Annual Meeting and voting
in person. If not revoked, all properly executed proxies will be voted as
directed. Unless otherwise specified, all properly executed proxies received by
the Corporation will be voted FOR the election of directors as nominated and
listed in Item 1.
This solicitation is being made by mail and may also be made in person
or by telephone, fax, or telegraph by officers, directors and regular employees
of the Corporation (none of whom shall receive any special compensation
therefor). The cost of solicitation of proxies will be borne by the Corporation.
The Corporation will reimburse brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to beneficial owners of the Corporation's common stock.
A copy of the Corporation's Annual Report for the year ended December
31, 1996 is being sent to shareholders with this Proxy Statement.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The Corporation had 4,219,054 shares of common stock, par value $.10
per share, outstanding as of March 27, 1997, the record date for the Meeting.
Each outstanding share of common stock is entitled to one vote. Shareholders
entitled to notice of the Meeting, and to vote at the Meeting or to execute
proxies, are shareholders of record at the close of business on March 27, 1997.
<PAGE>
The following table sets forth, as of the record date, the ownership of common
stock by any person who is known by the Corporation to be the beneficial owner
of more than five percent of the Corporation's common stock, and by all
directors and executive officers of the Corporation as a group.
<TABLE>
<CAPTION>
Name and Address Amount and Nature
of Beneficial Owner of Beneficial Ownership Percent of Class
------------------- ----------------------- ----------------
<S> <C> <C>
Angelo Dounoucos 254,499(a) 5.95%
720 St. Davids Lane
Schenectady, NY 12309
Robert and Ardis James 483,403(b) 11.45%
Foundation
80 Ludlow Drive
Chappaqua, NY 10514
Cenith Partners L.P. 401,510(c) 9.52%
One Financial Center
Boston, MA 02110
All directors and executive 1,343,173(d) 30.06%
officers as a group
- ------------------
(a) Includes 56,000 shares issuable upon exercise of stock options that are
exercisable within 60 days of the record date, 60,000 shares held
jointly with his wife and 7,300 shares held in his wife's IRA.
(b) Includes 2,285 shares held by Robert G. James, 43,400 shares held in
custodian accounts for his children, and 1,818 shares issuable upon
exercise of currently exercisable stock options by Robert G. James.
(c) Includes 5,000 shares held by Stephen G. Rabinovitz, sole general
partner of Cenith Partners L.P.
(d) Includes 249,540 shares issuable upon exercise of stock options that
are exercisable within 60 days of the record date, and 724,200 shares
for which certain directors and executive officers are beneficial
owners, but not the sole beneficial owners, as set forth in note (b) on
page 4.
</TABLE>
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<PAGE>
ITEM 1: NOMINEES FOR ELECTION TO THE BOARD OF
DIRECTORS AND INFORMATION WITH RESPECT TO
DIRECTORS AND EXECUTIVE OFFICERS
The first Item to be acted upon at the Meeting is the election of two
directors, each to hold office for three years or until his successor will have
been duly elected and qualified. The nominees receiving a plurality of the votes
represented in person or by proxy will be elected directors. Each of the
nominees is presently a director of the Corporation and has indicated he is
willing to continue as a director. Unless otherwise instructed on the proxy, the
individuals named as proxies will vote FOR the election of the nominees listed
below. If any nominee should become unavailable for any reason, proxies may be
voted for a successor nominee designated by the Board of Directors.
The information set forth below is furnished for each nominee for
director to be elected at the Meeting and each director of the Corporation whose
term of office continues after the Meeting.
<TABLE>
<CAPTION>
Common Stock Percentage
Owned of
Principal Occupation Director Beneficially As of Outstanding
Name and Age During Last Five Years Since March 27, 1997(a)(c) Shares
- ------------ ---------------------- ----- -------------------- ------
Nominees (for terms to expire at Annual Meeting in 2000)
<S> <C> <C> <C> <C>
Walter W. Aker Former Corporate Dec 186,463(b) 4.42%
Age 78 Secretary 1968
E/One Corporation
Lars G. Grenback President of Svensk May 153,969(b) 3.65%
Age 53 Kommunalteknik AB 1993
<CAPTION>
Directors Continuing in Office
Terms expiring at annual meeting in 1999:
<S> <C> <C> <C> <C>
John L. Allen Managing Partner May 4,769 0.11%
Age 53 Heidrick & Struggles 1993
Stephen V. Ardia Chairman of the Board, May 167,700(b) 3.86%
Age 55 President and CEO 1995
E/One Corporation
Robert G. James Vice Chairman of May 483,403(b) 11.45%
Age 72 Enterprise Asset 1984
Management, Inc.
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<PAGE>
<CAPTION>
Terms expiring at Annual Meeting in 1998:
<S> <C> <C> <C> <C>
Angelo Dounoucos Former President and May 254,499(b) 5.95%
Age 64 Chief Executive Officer 1988
E/One Corporation
(Retired 9/1/96)
Rolf E. Soderstrom Management Consultant May 13,769(b) 0.33%
Age 64 1991
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<PAGE>
(a) Includes all shares for which the named individual possessed sole or
shared voting or investment power, even if beneficial ownership has
been disclaimed as to any of these shares by the named individual.
(b) The listed amounts include shares as to which certain directors are
beneficial owners but not the sole beneficial owner as follows: Mr.
Aker's wife holds 15,000 shares; Mr. Ardia's wife holds 2,600 shares in
an IRA; Mr. Dounoucos's wife holds 7,300 shares in an IRA, and 60,000
shares jointly with Mr. Dounoucos; Mr. Grenback is President of Svensk
Kommunalteknik AB, which holds 150,000 shares; 435,900 shares are held
by the Robert and Ardis James Foundation and 43,400 shares are held in
custodian accounts for Mr. James' children; and Mr. Soderstrom holds
10,000 shares jointly with his wife.
(c) Includes the following shares which the individuals have the right to
acquire, within 60 days of the record date, through exercise of stock
options issued by the Corporation: Mr. Aker - 1,818 shares, Mr. Allen -
1,818 shares, Mr. Ardia - 125,000 shares, Mr. Dounoucos - 56,000
shares, Mr. Grenback - 1,818 shares, Mr. James - 1,818 shares, Mr.
Soderstrom - 1,818 shares. These shares are included in the total
number of shares outstanding for the purpose of calculating the
percentage ownership of each of the foregoing individuals and of the
group as a whole, but in calculating the percentage of each individual,
the number of outstanding shares does not include options of other
individuals listed in the table.
</TABLE>
Walter W. Aker, one of the original founders, has served as a Director since
1968 and as Vice President and Director of the Company from 1968 to 1975 and
1982 to 1993. He was Corporate Secretary from 1976 to 1993.
John L. Allen is the Managing Partner for the Financial Services Practice, North
America for Heidrick & Struggles, Inc., a global executive search firm. He is
located in the New York City office and is also a Director of the firm. Prior to
his joining the firm in 1991, he had 24 years in banking including nearly
thirteen as a Chief Executive Officer of Amoskeag Bank Shares, Inc. and Key Bank
of Southeastern New York. He has a bachelor of science degree in business
administration from Rochester Institute of Technology, a master of public
administration from the Graduate School of Public Affairs, State University of
New York at Albany, and is a graduate of the Harvard Business School Program for
Management Development.
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<PAGE>
Stephen V. Ardia received a master of business of administration degree from
Rutgers University and a bachelor of science degree from the U.S. Merchant
Marine Academy. After working with Goulds Pumps Inc. since 1965 he became their
President in 1985. He retired in 1994, joining Environment One Corporation as
Chairman of the Board in May 1995, and being elected President and CEO in
September 1996. He presently serves as a member of the Board of Directors of
MaxTec Holdings of Dallas, Texas.
Angelo Dounoucos, one of the original founders, was Vice President and a
Director of Environment One Corporation from 1969 until 1976, when he resigned
and rejoined the Corporation in 1986 after eight years as a Project Marketing
Manager at the General Electric Corporation Research and Development Center. He
returned to Environment One as Vice President of Marketing and was elected
President in 1989 and Chief Executive Officer in 1990. Mr. Dounoucos retired as
President and Chief Executive Officer in September 1996.
Lars G. Grenback received his bachelor of economics and business administration
degree from Uppsala University, Sweden in 1969 and his university certificate in
marketing, advertising and public relations in 1970. Since 1975, he has been
working with the Low Pressure Sewer System in the Scandinavian countries, from
1980 as President of Svensk Kommunalteknik AB.
Robert G. James received his bachelor of science degree from Northwestern
University, his masters degree in 1948 and his Ph.D. in Economics from the
Harvard Graduate School of Arts and Science in 1952. He was a Vice President of
Mobil Oil Company. He is the Vice Chairman of Enterprise Asset Management, Inc.
He is also a Certified Public Accountant.
Rolf E. Soderstrom received his bachelor of science degree in electrical
engineering from Tufts University and his masters of science degree in
engineering management from Northeastern University. He has 35 years of line
management experience as Vice President of Motorola, Executive Vice President of
Codex Corporation and Assistant General Manager of the Systems Division of the
Foxboro Company. Mr. Soderstrom is President of the TCS Group, a management
consulting firm; Director of AG-BAG International Limited, a farm equipment
supplier; a Managing Director of the Nassau Group, a private investment banking
company; and a Director of Walpole Massachusetts Cooperative Bank.
Board Committees, Compensation and Meetings
The Board of Directors held five meetings during the year ended
December 31, 1996. During this period, each Director attended at least 75% of
the aggregate of the total number of meetings of the Board and meetings of Board
committees on which he served. Among its standing committees, the Board has an
Audit Committee, Executive Committee, and Human Resource Committee. The Board
does not have a Nominating Committee.
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<PAGE>
The Audit Committee meets once a year and serves as the Board's direct
liaison with the Corporation's independent public auditors, reviewing and
discussing the auditors' annual internal control recommendations and making such
other inquiries and recommendations as it deems necessary. The Audit Committee
consists of Walter W. Aker, Stephen V. Ardia and Angelo Dounoucos.
The Executive Committee currently consists of John L. Allen, Stephen V.
Ardia, Angelo Dounoucos, and Robert G. James. The Executive Committee meets on
call and has authority to act on most matters during the intervals between Board
Meetings. The Executive Committee did not meet during the 1996 fiscal year.
The Human Resource Committee met at least two times during the 1996
fiscal year. The Human Resource Committee reviews and makes recommendations to
the Board regarding compensation matters, adjustments in compensation for
officers and employees, and employee benefit matters. Currently, the Human
Resource Committee consists of John L. Allen, Stephen V.
Ardia, Robert G. James, and Rolf E. Soderstrom.
As compensation for attendance at Board and Committee meetings,
directors who are not employees of the Corporation receive a stock grant on
September 1st of each year for a number of shares having an aggregate value of
$10,000, based upon the fair market value of the Corporation's common stock at
the close of business on the date of grant. In addition, non-employee directors
receive a grant of stock options on the third Tuesday of each December. Each
such grant to a director relates to a total number of shares of the
Corporation's common stock having an aggregate fair market value, at the close
of business on the date of grant, equal to $10,000. The exercise price of these
options is fixed at the fair market value of the Corporation's common stock at
the close of business on the date of grant. The Board of Directors believes that
this equity-based system of compensation is beneficial in that it more closely
aligns the long-term interests of directors with those of the Corporation's
shareholders.
As a general rule, directors who are officers or employees of the
Corporation receive no compensation for attendance at Board or Committee
meetings. The Corporation does have a Letter of Understanding with Mr. Ardia,
providing for Mr. Ardia to serve as Chairman of the Board. Pursuant to this
Letter of Understanding, Mr. Ardia received a grant of 10,000 shares of common
stock in 1996, having an aggregate market value (on the date of grant) of
$47,500. In addition, during 1996, Mr. Ardia received an option to purchase
23,182 shares of common stock at an exercise price of $5.25 per share, the
market value on the date of grant.
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<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning compensation paid
by the Corporation to (i) all persons who served as chief executive officer of
the Corporation during 1996, and (ii) the other most highly compensated
executive officers whose annual salary and bonus during 1996 exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
------------------- ------
Other Annual Options/ All Other
Name and Salary Bonus Compensation SARs Compensation
Principal Position Year ($) ($) ($) (#) ($) (1)
- ------------------ ---- ----- ----- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C>
Stephen V. Ardia 1996 46,222 113,816 47,500 23,182 21,474
Chairman of the 1995 0 0 45,000 101,818 0
Board, President &
CEO since 9/1/96
Angelo Dounoucos 1996 125,000 94,845 0 15,000 18,101
President & 1995 100,000 96,498 0 15,000 0
CEO through 9/1/96, 1994 100,000 8,525 0 10,000 0
current Director
Mark E. Alexander 1996 79,232 37,575 0 4,000 7,172
Director of 1995 60,000 35,906 0 6,000 16,000
Marketing Sewer 1994 59,809 16,813 0 5,000 0
Systems Business
David M. Doin 1996 76,400 28,985 0 2,000 5,535
Vice-President 1995 76,400 20,000 0 5,000 0
General Manager of 1994 72,266 0 0 6,000 0
Detection Systems
Business
(1) For 1996, represents the Corporation's matching contribution under the
Deferred Compensation Plan for Certain Executive Employees of
Environment One Corporation.
</TABLE>
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<PAGE>
Option/SAR Grants in Last Fiscal Year
The following table provides further information on grants of stock
options pursuant to the Corporation's Amended and Restated Stock Option Plan and
1996 Incentive Compensation Plan in fiscal year 1996, with respect to each of
the named executive officers in the Summary Compensation Table on page 7.
<TABLE>
<CAPTION>
% of Total
Options Granted Exercise or
Options to Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
- ---- ----------- ----------- ------- -----
<S> <C> <C> <C> <C>
S. Ardia 23,182 33% $5.25 5/25/2006
A. Dounoucos 15,000 21% $5.13 7/17/2006
M. Alexander 4,000 6% $5.13 7/17/2006
D. Doin 2,000 3% $5.13 7/17/2006
</TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Value
The following table provides information for the named executive
officers with respect to (i) stock options exercised in fiscal year 1996, (ii)
the number of stock options held at the end of fiscal year 1996, and (iii) the
value of in-the-money stock options at the end of fiscal year 1996.
<TABLE>
<CAPTION>
Value of Unexercised
Shares Number of Unexercised In-the-Money Options at
Acquired On Value Options at 12/31/96 12/31/96
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
S. Ardia 125,000 0 $286,421 $0
A. Dounoucos 16,400 $84,050 56,000 0 125,800 0
M. Alexander 9,000 13,000 26,200 28,280
D. Doin 15,550 11,200 53,103 28,215
-8-
</TABLE>
<PAGE>
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, Independent Certified Public Accountants, was
retained by the Corporation at the direction of the Board of Directors, in
accordance with the recommendation of its Audit Committee. The independent
auditors have audited the financial statements of the Corporation for fiscal
year 1996 and performed such other nonaudit services as the Board requested.
KPMG Peat Marwick LLP, as independent auditors, will have representatives at the
Annual Meeting who will have an opportunity to make a statement and will be
available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
If a shareholder proposal is to be considered by the Corporation for
inclusion in the Corporation's 1998 Proxy Statement, it must be received by the
Secretary of the Corporation at 2773 Balltown Road, Niskayuna, New York
12309-1090 no later than December 12, 1997. Any shareholder proposal must be
timely submitted and meet the other requirements established by the Securities
and Exchange Commission in order to be considered for inclusion in the
Corporation's Proxy Statement for the 1998 Annual Meeting.
OTHER MATTERS
The Board of Directors is not aware of any other matters that may come
before the Meeting. The proxies named in the enclosed proxy card are, however,
given discretionary authority to act on any other matters that may properly come
before the Meeting.
By Order of the Board of Directors
/s/Edward J. Grogan
-------------------
Edward J. Grogan
Corporate Secretary
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<PAGE>
REVOCABLE PROXY
ENVIRONMENT ONE CORPORATION
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1997
This Proxy Is Solicited by the Board of Directors.
The undersigned hereby appoints Stephen V. Ardia, Angelo Dounoucos, and
Edward J. Grogan as Proxies, each with power to appoint his or her substitute,
and hereby authorizes them to represent and to vote, as designated below, all
shares of common stock of Environment One Corporation held of record by the
undersigned on March 27, 1997 at the Annual Meeting of Shareholders to be held
May 15, 1997 and at all adjourned or postponed sessions thereof:
Item 1. Election of Directors
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
Nominees: Walter W. Aker, Lars G. Grenback
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except"and write that nominee's name in the space provided below.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" BOTH OF THE NOMINEES.
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Annual Meeting or any adjournment thereof.
This proxy, when properly executed, shall be voted as directed above. In the
absence of specific direction, a properly executed proxy will be voted "For"
both of the nominees.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as executor, administrator, trustee or
guardian, please give full title. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
<PAGE>
Please be sure to sign and date
this Proxy in the box below.
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Date
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Stockholder sign above
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Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
ENVIRONMENT ONE CORPORATION
PLEASE ACT PROMPTLY
SIGN, DATE MAIL YOUR PROXY CARD TODAY
