<PAGE> 1
SCHEDULE 14A INFORMATION
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:
/X/ Preliminary Proxy Statement / / Confidential for use of the Commission
/ / Definitive Proxy Statement only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
FOSTER WHEELER CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
FOSTER WHEELER CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or
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> 2
NOTICE OF MEETING AND PROXY STATEMENT
FOSTER WHEELER CORPORATION
PERRYVILLE CORPORATE PARK
CLINTON, NEW JERSEY 08809-4000
------------------------------
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 1996
------------------------------
The Annual Meeting of Stockholders of Foster Wheeler Corporation will be
held in the Grand Ballroom of the Hanover Marriott Hotel, 1401 Route 10 East,
Whippany, New Jersey, on Tuesday, April 30, 1996, at two o'clock in the
afternoon for the following purposes:
1. To elect five Directors.
2. To act upon a proposal to amend the Corporation's Certificate of
Incorporation so as to increase the authorized Common Stock.
3. To ratify the selection of independent auditors.
4. To transact such other business as may properly come before the
meeting or adjournments thereof.
The Board of Directors has fixed the close of business on March 15, 1996,
as the record date for determination of Stockholders entitled to notice of and
to vote at the meeting or adjournments thereof.
By Order of the Board of Directors
JACK E. DEONES
Vice President & Secretary
March 22, 1996
IT WILL GREATLY ASSIST MANAGEMENT IN REDUCING EXPENSES IN CONNECTION WITH
THE MEETING IF YOU PROMPTLY RETURN YOUR SIGNED PROXY IN THE ENCLOSED ENVELOPE
WHETHER YOU OWN FEW OR MANY SHARES. STOCKHOLDERS WHO EXPECT TO ATTEND THE
MEETING IN PERSON SHOULD CHECK THE APPROPRIATE SPACE ON THE PROXY CARD. A
RESERVATION CARD WILL BE SENT TO YOU UPON RECEIPT OF THE PROXY CARD SO MARKED.
<PAGE> 3
FOSTER WHEELER CORPORATION
PERRYVILLE CORPORATE PARK
CLINTON, NEW JERSEY 08809-4000
------------------------------
PROXY STATEMENT
------------------------------
For the 1996 Annual Meeting of Stockholders
to be held April 30, 1996
------------------------------
GENERAL INFORMATION
This statement is furnished in connection with the solicitation by the
Board of Directors of Foster Wheeler Corporation (hereinafter the "Corporation"
or "Foster Wheeler") of proxies to be used at the 1996 Annual Meeting of
Stockholders of the Corporation, to be held at the time, place and for the
purposes set forth in the accompanying Notice of 1996 Annual Meeting of
Stockholders. This solicitation will begin on the date of mailing, March 22,
1996.
Shares represented by valid proxies will be voted in accordance with
instructions contained therein or, in the absence of such instructions, in
accordance with the recommendations of the Board of Directors. A proxy may be
revoked by a Stockholder by written notice of such revocation, or by a
later-dated proxy, delivered to the Inspectors of Election at any time prior to
the shares represented by such earlier proxy being voted.
A copy of the 1995 Annual Report to Stockholders, including financial
statements for the fiscal year ended December 29, 1995, has been sent to each
Stockholder.
The Board of Directors has fixed the close of business on March 15, 1996,
as the record date for determination of Stockholders entitled to notice of and
to vote at the meeting or adjournments thereof. As of March 15, 1996, the
outstanding voting securities of the Corporation consist of __________ shares of
Common Stock, $1.00 par value, holders of which are entitled to one vote per
share.
ELECTION OF DIRECTORS
Pursuant to an Amendment to the Corporation's Certificate of Incorporation
adopted by Stockholders at the 1983 Annual Meeting which provided, among other
things, for the classification of Directors with respect to the term for which
they shall severally hold office, the number of Directors to be elected at this
meeting is five. With the exception of Mr. E. James Ferland, each is to be
elected for a three-year term. Mr. Ferland is to be elected for a two-year term,
so as to make the classes of Directors more even in number. The proxy agents of
the Board of Directors intend to vote for the election of the nominees below
named, unless instructed otherwise. With the exceptions of Mr. David J. Farris
and Ms. Constance J. Horner, all nominees were previously elected by the
Stockholders. Mr. Farris and Ms. Horner were elected as Directors by the Board
effective March 23, 1996. All terms of office of nominees, other than Mr.
Ferland, if elected, will expire at the 1999 Annual Meeting of Stockholders or
when their successors are duly elected
<PAGE> 4
and qualified. Mr. Ferland's term will expire at the 1998 Annual Meeting of
Stockholders. If any eligible nominee becomes unable to accept nomination or
election, proxies will be voted for those remaining, and the Board of Directors
will either reduce the size of the Board, or select substitute nominees after
identifying suitable candidates. A resolution adopted by the Board of Directors
on January 30, 1996, provides for a Board of 14 Directors, which is the number
of Directors that will be serving on the Board effective March 23, 1996.
The following table of Director nominees is based upon information
furnished by the nominees and speaks as of the date hereof:
<TABLE>
<CAPTION>
SHARES OF
FIRST PRINCIPAL OCCUPATION COMMON STOCK
YEAR DURING PAST FIVE YEARS OWNED
NAME AGE ELECTED AND OTHER DIRECTORSHIPS BENEFICIALLY(1)
---- --- ------- ----------------------- ---------------
<S> <C> <C> <C> <C>
Louis E. Azzato........ 65 1978 Retired, formerly Chairman and Chief 116,765
Executive Officer of the Corporation; (67,416)
Director--First Fidelity
Bancorporation, First Fidelity Bank,
Blue Cross and Blue Shield of New
Jersey.
David J. Farris........ 60 1996 Chief Operating Officer of Beneficial 1,000
Corporation and President and Chief
Executive Officer of Beneficial
Management Corporation (Financial
Services); Director--Beneficial
Corporation.
E. James Ferland....... 54 1993 Chairman of the Board, President and 10,000
Chief Executive Officer of Public (6,000)
Service Enterprise Group Incorporated
and Chairman of the Board and Chief
Executive Officer of Public Service
Electric and Gas Company; Director--The
Hartford Steam Boiler Inspection and
Insurance Company.
Constance J. Horner.... 54 1996 Guest scholar at The Brookings 1,000
Institution since 1993. Commissioner,
U.S. Commission on Civil Rights
(Government). From 1991 to 1993,
Assistant to the President and Director
of Presidential Personnel at the White
House; Director-Ingersoll-Rand Company,
Pfizer, Inc., Prudential Insurance
Company of America.
Frank E. Perkins....... 62 1981 Professor of Civil Engineering, 10,480
Massachusetts Institute of Technology (10,000)
(Educator). Formerly Dean of the
Graduate School, Massachusetts
Institute of Technology.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE ABOVE-NAMED
NOMINEES.
- -------------------------------
(1) The tabulation of the number of shares of Common Stock owned
beneficially includes shares which the named individuals have options to
acquire within 60 days pursuant to the Corporation's 1984 Stock Option Plan
and/or The Directors' Stock Option Plan. Of the total number of shares
owned beneficially, the number of such shares which are under options
exercisable within 60 days is indicated in parentheses. Virtually all
shares are owned with sole voting and sole investment power.
2
<PAGE> 5
SIMILAR INFORMATION ON THE REMAINING DIRECTORS IS AS FOLLOWS:
<TABLE>
<CAPTION>
SHARES OF
FIRST PRINCIPAL OCCUPATION COMMON STOCK
YEAR DURING PAST FIVE YEARS OWNED
NAME AGE ELECTED AND OTHER DIRECTORSHIPS BENEFICIALLY(1)
---- --- ------- ----------------------- ---------------
<S> <C> <C> <C> <C>
Eugene D. Atkinson...... 51 1995 Limited Partner, Goldman, Sachs & Co. 4,000
(Term ends 1998) and Chairman of Goldman Sachs (2,000)
(International). Formerly held several
executive positions with Goldman, Sachs
& Co. (Investment Banking).
Kenneth A. DeGhetto(2).. 71 1972 Retired, formerly Chairman of the Board 20,547
(Term ends 1996) of the Corporation; Director--Brandon (4,000)
Systems Corp., Cali Realty Corp.
Martha Clark Goss....... 46 1994 Vice President and Chief Financial 5,000
(Term ends 1997) Officer of Booz Allen & Hamilton, Inc. (4,000)
(Management Consulting). Prior to July
1995, Senior Vice President of The
Prudential Insurance Company of
America. From 1981 to July 1995, an
officer of various Prudential
companies. Director--Dexter
Corporation.
John A. Hinds........... 59 1990 Executive Vice President, VeriFone, 9,700
(Term ends 1997) Inc. (Transaction Automation). Prior to (9,000)
March 1993, executive with AT&T;
Director--Liberty Technologies, Inc.
Joseph J. Melone........ 64 1988 President and Chief Executive Officer, 11,500
(Term ends 1998) The Equitable Companies Incorporated (10,000)
and Chairman of The Equitable Life
Assurance Society of the United States.
(Insurance and Financial Services).
Prior to November 1990, President of
The Prudential Insurance Company of
America. Director--The Equitable
Companies Incorporated, AT&T Capital.
David J. Roberts........ 52 1994 Vice Chairman, since April 1, 1994, and 41,756
(Term ends 1997) Chief Financial Officer of the (39,704)
Corporation, since April 1987. Formerly
held several financial positions with
the Corporation and its subsidiaries.
Richard J. Swift........ 51 1993 Chairman, President and Chief Executive 103,361
(Term ends 1998) Officer of the Corporation since April (96,112)
1994. Formerly held several executive
positions with the Corporation and its
subsidiaries. Director--Public Service
Enterprise Group Incorporated,
Ingersoll-Rand Company.
</TABLE>
- ----------------------------
(1) The tabulation of the number of shares of Common Stock owned
beneficially includes shares which the named individuals have options to
acquire within 60 days pursuant to the Corporation's 1984 Stock Option Plan
and/or The Directors' Stock Option Plan. Of the total number of shares
owned beneficially, the number of such shares which are under options
exercisable within 60 days is indicated in parentheses. Virtually all
shares are owned with sole voting and investment powers.
(2) Because of a Director age restriction in the By-Laws, Mr. DeGhetto will
retire on April 1, 1996.
3
<PAGE> 6
<TABLE>
<CAPTION>
SHARES OF
FIRST PRINCIPAL OCCUPATION COMMON STOCK
YEAR DURING PAST FIVE YEARS OWNED
NAME AGE ELECTED AND OTHER DIRECTORSHIPS BENEFICIALLY(1)
---- --- ------- ----------------------- ---------------
<S> <C> <C> <C> <C>
Charles Y. C. Tse....... 70 1982 Retired, formerly Vice Chairman and 10,200
(Term ends 1997) President, International Operations, (10,000)
Warner-Lambert Company (Health Care);
Director--Brandon Systems Corp.,
Transcell Technologies, Inc.
Robert Van Buren........ 70 1988 Chairman, Smith Corona Corp (Business 14,966
(Term ends 1997) Equipment)(2); Chairman, Financial (10,000)
Facilities Management, Inc. (Property
Management); 1978-1991, Chairman and
Chief Executive Officer of Midlantic
Corporation (Banking); former
Commissioner of the Port Authority of
New York and New Jersey.
</TABLE>
Following is stock ownership information for Messrs. N. William Atwater,
Henry E. Bartoli and Robert A. Whittaker, Officers of the Corporation who are
listed in the compensation tables that follow, but are not included in the
Director tabulations above:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OWNED
NAME TITLE BENEFICIALLY(1)
---- ----- ---------------
<S> <C> <C>
N. William Atwater Executive Vice President - 42,853
Engineering & Construction Group (39,493)
Henry E. Bartoli Vice President - 21,329
Power Systems Group (20,833)
Robert A. Whittaker Vice President - 22,442
Energy Equipment Group (20,833)
All current Directors, Director nominees
and Officers of the Corporation 551,216
as a group (23 persons)................................................... (447,991)
</TABLE>
No individual Director, Director nominee or Officer of the Corporation owns
1% or more of the Corporation's Common Stock. The 23 members of the group own
less than 1% of the Corporation's Common Stock.
Based on a Schedule 13 (G) filed on February 14, 1996, the following
organization is known to Foster Wheeler to be the beneficial owner of more than
five percent of the Common Stock of the Corporation.
<TABLE>
<CAPTION>
AMT. AND NATURE
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
- -------------- ------------------------------------ ----------------------- ----------------
<S> <C> <C> <C>
Common Stock FMR Corp. 3,276,856 8.10%
82 Devonshire Street
Boston, MA 02109
</TABLE>
All shares are held with sole investment power; substantially all voting
power resides in the Boards of Trustees of Funds controlled by a subsidiary of
FMR Corp.
- ------------------
(1) The tabulation of the number of shares of Common Stock owned
beneficially includes shares which the named individuals and the group have
options to acquire within 60 days pursuant to the Corporation's 1984 Stock
Option Plan and/or The Directors' Stock Option Plan. Of the total number of
shares owned beneficially, the number of such shares which are under
options exercisable within 60 days is indicated in parentheses. Virtually
all shares are owned with sole voting and investment powers.
(2) Smith Corona Corporation commenced a voluntary case under Chapter 11 of
the United States Bankruptcy Act on July 5, 1995.
4
<PAGE> 7
COMMITTEES OF THE BOARD
The Board of Directors of the Corporation has established standing
committees to consider various matters and to make recommendations to the full
Board as to proposed courses of action for the Board. Among the standing
committees that have been established are the Audit Committee, the Committee on
Nominees for Directors and Officers, the Compensation Committee, the Finance
Committee and the Retirement Plan Committee.
The members of the Audit Committee are Mr. Charles Y. C. Tse, Chairman; Mr.
Eugene D. Atkinson; Ms. Martha Clark Goss; Mr. E. James Ferland; Mr. John A.
Hinds; Mr. Joseph J. Melone; Dr. Frank E. Perkins and Mr. Robert Van Buren.
During the last fiscal year, this Committee met three times. The functions of
this Committee are to review Management's recommendations for the engagement or
discharge of independent auditors; to review the audit programs planned by the
independent auditors and the internal auditors, and to monitor program progress;
to review compliance with Corporate policies; to review, in connection with the
independent auditors, the results of the audit, the Corporation's financial
statements and the Corporation's system of internal accounting control; to
review fees of the independent auditors; and to report the Committee's findings
to the full Board of Directors.
The members of the Committee on Nominees for Directors and Officers are Mr.
Joseph J. Melone, Chairman; Mr. Louis E. Azzato; Mr. John A. Hinds; Dr. Frank E.
Perkins; Mr. Richard J. Swift and Mr. Charles Y. C. Tse. During the last fiscal
year, this Committee held four meetings. The functions of this Committee are to
recommend to the Board the nominees for election as Directors and Officers, and
to consider performance of incumbent Directors and Officers to determine whether
to nominate them for reelection. The Committee will consider Director nominees
recommended by Stockholders. Such recommendations should be made by letter,
including a description of the proposed nominee's qualifications, biographical
information and willingness to serve, and sent to the attention of the
Secretary, Foster Wheeler Corporation, Perryville Corporate Park, Clinton, New
Jersey 08809-4000.
The Compensation Committee consists of Mr. Joseph J. Melone, Chairman; Mr.
E. James Ferland; Dr. Frank E. Perkins; Mr. Charles Y. C. Tse and Mr. Robert Van
Buren. During the last fiscal year, this Committee held four meetings. The
functions of this Committee are to recommend to the Board compensation
arrangements for Directors and Officers, and to approve specific benefits under
such arrangements.
Following are the members of the Finance Committee: Mr. E. James Ferland,
Chairman; Mr. Eugene D. Atkinson; Ms. Martha Clark Goss; Messrs. John A. Hinds;
Joseph J. Melone; Frank E. Perkins; David J. Roberts; Charles Y. C. Tse and
Robert Van Buren. Four meetings of this Committee were held during the last
fiscal year. This Committee reviews the consolidated financial results of the
Corporation; establishes payment schedules for dividends; and reviews matters
that may have an impact on the Corporation's financial statements, including
cash flows.
The members of the Retirement Committee are: Mr. Robert Van Buren,
Chairman; Ms. Martha Clark Goss; Messrs. Louis E. Azzato; E. James Ferland; John
A. Hinds and David J. Roberts. Messrs. Robert D. Iseman and James E. Schessler
are Ex Officio members. During the last fiscal year, three meetings of the
Retirement Committee were held. The Committee's authority is to recommend the
allocation of pension fund assets to the Board of Directors; recommend qualified
investment managers and/or trustees for pension fund assets to the Board of
Directors; monitor the results of the investment managers and/or trustees and
meet during the year to discuss their performance; and set investment manager
guidelines and objectives and recommend appropriate action to the Board if
guidelines and objectives are not being met.
5
<PAGE> 8
COMPENSATION OF DIRECTORS
Ten regular meetings of the Board of Directors were held during the last
fiscal year. During this period, each incumbent Director attended at least 92%
of the aggregate of (i) the total number of meetings of the Board of Directors
while a Director, and (ii) the total number of meetings held by all Committees
of the Board while a member. Directors who are employees of the Corporation
received no additional compensation for their services as Directors. Nonemployee
Directors receive an annual retainer of $21,500 and $1,200 for each Directors'
meeting attended. In addition, each nonemployee Director receives $1,200 for
each meeting of a Committee of the Board attended; the Committee Chairman
receives $2,000 for each such meeting.
Effective October 15, 1995, for a term of one year, the Corporation has
obtained insurance policies through National Union Fire Insurance Company of
Pittsburgh, Pennsylvania and Continental Casualty Corporation in respect of
indemnification of Directors and Officers. The scope of these policies is
similar to coverage under prior policies held by the Corporation. The annual
premium for this coverage is $340,000.
The Corporation's Shareholders, at the 1990 Annual Meeting, approved The
Directors' Stock Option Plan. Pursuant to The Directors' Stock Option Plan, each
Director who is not an employee of the Corporation or one of its subsidiaries
shall receive, following the Annual Meeting each year, a nonqualified option to
purchase 2,000 shares of the Corporation's Common Stock. Such options have
ten-year terms and become exercisable beginning one year after the date of grant
at an option exercise price equal to the fair market value of the shares on the
date of grant.
COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Executive Compensation Plan for executives of the Corporation was
originally designed in 1987 by an independent consultant. It was reviewed,
modified, and in 1988 approved and adopted by the Compensation Committee and the
Board of Directors. Since then it has been regularly reviewed and modified by
the Committee and the Board. The Plan is intended to meet two primary
objectives: to attract and retain highly-qualified executives to manage the
Corporation's business and to reward those executives if their performance and
the Corporation's results so warrant. The Compensation Committee, subject to
review by the Board, is responsible for the implementation and administration of
all aspects of the Plan. Any payments made under this Plan are ultimately at the
discretion of the Board. The Committee has considered the effects of certain
provisions of the federal income tax laws relative to the deductibility of
compensation to executive officers exceeding $1,000,000. The Committee has
determined that there is no material impact on the Corporation at this time as a
result of these provisions.
BASE SALARY
The first component of each executive's compensation is base salary. As
part of its consideration relative to salary, the Committee reviews data for
executives in similar positions in comparable companies as provided by an
independent consultant and by the Corporation's staff, and in consultation with
the Chief Executive Officer establishes a salary range for each executive.
Comparable companies are those of similar size as well as those providing
similar services and products to similar markets and customers. The Chief
Executive Officer then proposes to the Committee a specific salary, within that
range, for each executive. The Committee considers that proposal, and then
recommends a salary for each executive to the Board for its consideration and
approval. The Committee similarly recommends a salary within the appropriate
range for the Chief Executive Officer, but without the participation of the
Chief Executive Officer. In determining such salaries, the performance of each
such executive, his or her experience and the performance of the business unit
for which he or she is responsible, as well as performance of the Corporation as
a whole, are all taken into account. The Corporation does not have a policy to
6
<PAGE> 9
predetermine specific compensation relative to the compensation paid by other
companies. Actual salaries of the Chief Executive Officer and other officers
were neither the highest nor lowest of salaries paid to officers of comparable
companies.
ANNUAL INCENTIVE
The second component of each executive's compensation is an annual
incentive payment. At the beginning of each year, corporate and business-unit
earnings targets are formulated by the Chief Executive Officer, then reviewed by
the Compensation Committee and, as proposed or modified, are recommended to the
Board for its consideration and approval. The actual incentive payment is solely
determined by measurement of actual performance of the Corporation and each
business unit against the established targets. This payment can range from zero
to 75 percent of annual salary in the case of the Chief Executive Officer and
from zero to 60 percent of annual salary in the case of other officers depending
upon the extent to which earnings targets are deficient, achieved, or exceeded.
LONG-TERM INCENTIVES
The Plan also provides for long-term incentives comprised of long-term
performance units and stock options. Under the Plan, each executive is assigned
long-term performance units which are valued and payable at the end of a
three-year period. The value of a long-term unit is performance-based and is
determined by the growth in earnings and return on equity during the three-year
period. The number of performance units were determined in a manner such that
certain growth in earnings and returns on equity would result in an incentive to
the executives which together with salary and annual incentives would provide
competitive total compensation. The actual payout was determined by the
achievement of considerable earnings growth combined with a reasonable return on
equity over a three-year cycle.
The Plan also provides for long-term incentives to executives in the form
of annual grants of stock options. Such options are exercisable in installments
over three-year periods at the per-share market price of the Corporation's stock
on the date of the award and, of course, become valuable only if the market
price of the Corporation's stock increases.
---------------
As outlined above, pursuant to the Plan, the 1995 base salary for Mr. Swift
was determined by the Committee within a range of salaries paid to chief
executive officers of comparable companies, based on data provided by an
independent consultant and by the Corporation's staff, and then recommended to
the Board for its consideration and approval. The annual incentive payment, and
long-term incentive payment were likewise determined by the Committee and
recommended to the Board for its consideration and approval. The actual
incentive awards were based, as the Plan provides, on the Corporation's
performance in 1995 and on the Corporation's performance over the three-year
period ended December 31, 1995, and were thus tied directly to factors tending
to enhance shareholder values. In addition, in accordance with the Plan, the
Committee recommended, and the Board approved, a stock option grant to Mr. Swift
of 50,000 shares at the market price on January 3, 1995, exercisable in
installments over a three-year period.
The Committee and the Board considered that Mr. Swift's performance as
Chief Executive Officer and the results achieved by the Corporation as of
December 31, 1995, and over the 36 month period ended December 31, 1995, well
supported the salary, incentive payments and stock options awarded, as his
salary was in range with industry executives of similar responsibility, and
since the Company performed satisfactorily with respect to its earnings targets
and since long-term earnings growth and return on equity were substantial and
resulted in an incentive payout per the Plan.
COMPENSATION COMMITTEE:
Joseph J. Melone, Chairman Charles Y. C. Tse
E. James Ferland Robert Van Buren
Frank E. Perkins
7
<PAGE> 10
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following Directors served on the Compensation Committee during the
last fiscal year: Messrs. Joseph J. Melone, Chairman; E. James Ferland; Leland
E. Boren; Frank E. Perkins; John Timko, Jr.; Charles Y.C. Tse and Robert Van
Buren. Mr. Timko retired as an Officer of Foster Wheeler in May 1978. Messrs.
Boren and Timko have since retired from the Board of Directors. Mr. Swift serves
on the Board of Public Service Enterprise Group Incorporated. Mr. Ferland is the
Chairman, President and Chief Executive Officer of that company.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The following line graph compares the five-year cumulative total
shareholder return of (i) Foster Wheeler Corporation Common Stock, (ii) the S&P
500 Index, (iii) the S&P Engineering and Construction (E&C) Index, and (iv) a
line-of-business index consisting of the Dow Jones Heavy Construction Industry
Group Index and McDermott International, Inc., which was added to more closely
represent the business of the Corporation.
Foster Wheeler Corporation chose the Dow Jones Heavy Construction Industry
Index and McDermott International, Inc. (the "Industry Group") in place of the
S&P Engineering and Construction (E&C) Index (used in the immediately preceding
fiscal year) because Standard and Poors eliminated a company from the S&P (E&C)
Index in 1995, leaving only two companies in the S&P (E&C) Index at the year end
1995.
In the preparation of the line graph, the following assumptions have been
used: (i) $100 was invested on December 31, 1990 in Foster Wheeler Common Stock,
the S&P 500 Index, the S&P (E&C) Index, and the Industry Group, and (ii)
dividends were reinvested. Foster Wheeler Corporation Common Stock was trading
at $22.375 at year-end in 1990 and at $42.50 at year-end in 1995.
FIVE-YEAR CUMULATIVE TOTAL RETURNS
[GRAPH]
<TABLE>
<CAPTION>
DEC. 90 DEC. 91 DEC. 92 DEC. 93 DEC. 94 DEC. 95
================================================================================
<S> <C> <C> <C> <C> <C> <C>
Foster Wheeler 100 120.69 134.27 159.03 144.05 210.31
S&P 500 Index 100 130.47 140.41 154.56 156.60 215.45
S&P (E&C) Index 100 120.80 119.03 124.74 119.75 170.12
Industry Group 100 114.15 117.91 122.17 114.73 150.39
</TABLE>
8
<PAGE> 11
SUMMARY COMPENSATION TABLE
The following is a tabulation of compensation paid or set aside by the
Corporation and its subsidiaries during each of the Corporation's last three
fiscal years for the Chief Executive Officer ("CEO") and the four most
highly-compensated executive officers of the Corporation, other than the CEO,
who were serving as executive officers at the end of the last fiscal year.
<TABLE>
<CAPTION>
========================================================================================
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
AWARDS PAYOUTS
------ -------
NAME SECURITIES ALL
AND UNDERLYING LONG-TERM OTHER
PRINCIPAL BONUS OPTIONS/ INCENTIVE COMPEN-
POSITION YEAR SALARY ($) ($) SARS (#) PAYOUTS($)(2) SATION($)(1)
========================================================================================
<S> <C> <C> <C> <C> <C> <C>
Richard J. Swift 1995 50,000
Chairman, President 1994 $490,449 $223,109 64,167 $301,891 $4,500
& CEO 1993 $375,000 $151,950 12,500 $216,996 $4,497
- ----------------------------------------------------------------------------------------
David J. Roberts 1995 25,000
Vice Chairman 1994 $325,288 $120,120 9,167 $209,880 $4,500
1993 $300,000 $121,560 7,500 $162,000 $4,497
- ----------------------------------------------------------------------------------------
N. William Atwater 1995 25,000
Executive Vice 1994 $315,000 $ 99,540 7,500 $215,460 $4,500
President 1993 $300,000 $147,390 7,500 $212,610 $4,497
- ----------------------------------------------------------------------------------------
Henry E. Bartoli 1995 25,000
Vice President 1994 $260,000 $117,260 7,500 $111,750 $4,500
1993 $250,008 $137,825 7,500 $ 13,500 $4,497
- ----------------------------------------------------------------------------------------
Robert A. Whittaker 1995 25,000
Vice President 1994 $260,000 $ 99,008 7,500 $160,992 $4,500
1993 $250,008 $137,825 7,500 $ 88,500 $4,497
========================================================================================
</TABLE>
(1) Company match on Employee 401 (k) contribution.
(2) No specified performance target, goal or condition to payout was waived
with respect to any amount included in this column.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
As part of the long-term incentive portion of the Corporation's Executive
Compensation Plan, "performance units", which ultimately may pay out in cash
upon completion of a three-year cycle, are awarded annually to Corporate
Officers. The following table sets forth awards in 1995 to the named
individuals, along with the assumed values of the awards at the end of the
three-year Plan cycle. The ultimate value of the award will be based upon the
Corporation's earnings growth rate and return on equity. For a discussion of
award criteria see the Long-Term Incentives section of the Compensation
Committee Report on Executive Compensation which appears earlier in this Proxy
Statement.
<TABLE>
<CAPTION>
========================================================================================
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
---------------------------
NUMBER OF SHARES, PERFORMANCE OR
UNITS OR OTHER PERIOD UNTIL THRESHOLD TARGET MAXIMUM
NAME OTHER RIGHTS (#) MATURATION OR PAYOUT ($) ($) ($)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
R. J. Swift 300 3 Years 0 $300,000 $600,000
- ----------------------------------------------------------------------------------------
D. J. Roberts 200 3 Years 0 $200,000 $400,000
- ----------------------------------------------------------------------------------------
N. W. Atwater 150 3 Years 0 $150,000 $300,000
- ----------------------------------------------------------------------------------------
H. E. Bartoli 150 3 Years 0 $150,000 $300,000
- ----------------------------------------------------------------------------------------
R. A. Whittaker 150 3 Years 0 $150,000 $300,000
========================================================================================
</TABLE>
9
<PAGE> 12
OPTION GRANTS IN LAST FISCAL YEAR
Following is a table dealing with stock option grants which were made to
the named individuals during the last completed fiscal year. The options were
granted pursuant to the terms of the Corporation's Executive Compensation Plan
and the 1984 Stock Option Plan, which provides that ten-year term options are to
be awarded at market value on the date of the award. One-third of an option
becomes exercisable after one year, two-thirds after two years and the entire
option is exercisable after three years.
<TABLE>
<CAPTION>
=====================================================================================
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OR GRANT DATE
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE $ (1)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
R. J. Swift 50,000 10.7 % $30.00 1/1/05 $676,500
- -------------------------------------------------------------------------------------
D. J. Roberts 25,000 5.35% $30.00 1/1/05 $338,250
- -------------------------------------------------------------------------------------
N .W. Atwater 25,000 5.35% $30.00 1/1/05 $338,250
- -------------------------------------------------------------------------------------
H. E. Bartoli 25,000 5.35% $30.00 1/1/05 $338,250
- -------------------------------------------------------------------------------------
R. A. Whittaker 25,000 5.35% $30.00 1/1/05 $338,250
=====================================================================================
</TABLE>
(1) Based on the Black-Scholes option pricing model, using the following
assumptions: (1) the stock price on the day the options were issued was
$30; 2) the option exercise price is $30 per share, the price of the stock
on the date of option issue; 3) the dividend yield of the stock was 2.20%.
(This was based upon the actual dividend yield as of January 2, 1995); 4)
the expected term of the options is 7.50 years; 5) the risk free rate of
return on the issuance date for the term of the option was 7.90% (the
Treasury Bond Rate for 7.50 years as of January 3, 1995); and 6) the
volatility of the stock was calculated empirically to be .3875, using
Foster Wheeler stock pricing data for the 90 trading days immediately
preceding the date of issuance of the options.
PENSION PLAN TABLE
The following table shows estimated annual benefits payable upon retirement
(including amounts attributable to any defined benefit supplementary or excess
pension award plans) in specified compensation and years of service
classifications.
<TABLE>
<CAPTION>
YEARS OF SERVICE AFTER APRIL 1, 1976
--------------------------------------------------------
15 20 25 30 35
-- -- -- -- --
<S> <C> <C> <C> <C> <C>
Remuneration
$ 400,000............ $ 72,000 $ 96,000 $120,000 $144,000 $168,000
$ 500,000............ $ 90,000 $120,000 $150,000 $180,000 $210,000
$ 600,000............ $108,000 $144,000 $180,000 $216,000 $252,000
$ 700,000............ $126,000 $168,000 $210,000 $252,000 $294,000
$ 800,000............ $144,000 $192,000 $240,000 $288,000 $336,000
$ 900,000............ $162,000 $216,000 $270,000 $324,000 $378,000
$1,000,000............ $180,000 $240,000 $300,000 $360,000 $420,000
$1,100,000............ $198,000 $264,000 $330,000 $396,000 $462,000
$1,200,000............ $216,000 $288,000 $360,000 $432,000 $504,000
$1,300,000............ $234,000 $312,000 $390,000 $468,000 $546,000
$1,400,000............ $252,000 $336,000 $420,000 $504,000 $588,000
</TABLE>
10
<PAGE> 13
The Corporation's current pension plan was amended as of April 1, 1993, and
is solely noncontributory. For service after April 1, 1976, the retirement
benefit is based on average monthly earnings (which would include amounts in the
"Salary," "Bonus" and "Long-Term Incentive Payouts" columns in the Summary
Compensation Table which appears above) during the 60 highest consecutive months
in the last 120 months of employment. The benefits in the foregoing table are
not subject to any deduction for Social Security or other offset amounts. The
(i) credited years of service after April 1, 1976, assuming retirement at the
normal retirement age of 65, and (ii) the amount of annual "frozen benefits"
earned prior to the current plan (which would be additive to benefits under the
current plan) for those individuals named in the Summary Compensation Table are
as follows: R. J. Swift: 31 1/2 years - $399; D. J. Roberts: 21 years - $427; N.
W. Atwater: 23 1/2 years - $10,259; H. E. Bartoli: 18 1/2 years - $0; R. A.
Whittaker: 19 years - $0.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth, for the named individuals, the number of
shares of Foster Wheeler Common Stock acquired upon option exercise during 1995,
the value realized (spread between the market price on the date of exercise and
the option price) as the result of such option exercises, and the number and
value of unexercised options (both exercisable and unexercisable) as of December
31, 1995.
<TABLE>
<CAPTION>
==========================================================================================
NUMBER OF SECURITIES VALUE
UNDERLYING OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)
SHARES ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
R. J. Swift 0 0 70,555/63,612 $424,577/$772,614
- ------------------------------------------------------------------------------------------
D. J. Roberts 0 0 25,816/33,611 $628,482/$405,313
- ------------------------------------------------------------------------------------------
N.W. Atwater 0 0 26,160/32,500 $436,453/$394,688
- ------------------------------------------------------------------------------------------
H. E. Bartoli 0 0 7,500/32,500 $ 92,656/$394,688
- ------------------------------------------------------------------------------------------
R. A. Whittaker 0 0 7,500/32,500 $ 92,656/$394,688
==========================================================================================
</TABLE>
CHANGE OF CONTROL ARRANGEMENTS
On September 26, 1995, the Board of Directors authorized the Corporation to
enter into change of control employment agreements ("Agreements") with eleven of
its Officers, including the Officers listed in the preceding tables
("Executives"). The Agreements provide that if, within three years of a "change
of control", as defined in the Agreements, the Corporation terminates an
Executive's employment other than for "cause" (defined as failure to perform his
duties or engaging in illegal or gross misconduct) or disability or if the
Executive terminates employment for "good reason," (defined as diminution of
duties or responsibilities, the Corporation's failure to compensate the
Executive, a change in workplace, the Corporation's purported termination of the
Agreement or failure to comply with the Agreement), the Executive will be
entitled to receive a lump-sum cash payment of the following amounts: (a) the
Executive's base salary through the date of termination, plus (b) a
proportionate annual bonus, plus (c)
11
<PAGE> 14
three times the sum of the Executive's base salary, the highest annual bonus and
the highest long-term bonus for any of the most recent three cycles completed
before the change of control, plus (d) unpaid deferred compensation and vacation
pay. The Agreements also provide for a five-year continuation of certain
employee welfare benefits and a lump sum payment equal to the actuarial value of
the service credit under the Corporation's qualified and supplemental retirement
plans the Executive would have received if he had remained employed for three
years after the date of his termination. The Corporation will also provide the
Executive with outplacement services. Finally, the Executive may tender
restricted stock (whether vested or not) in exchange for cash. However, if any
payments to the Executive, whether under the Agreement or otherwise, would be
subject to the "golden parachute" excise tax under Section 4999 of the Internal
Revenue Code of 1986, as amended,the Corporation will make an additional payment
to put the Executive in the same after-tax position as if no excise tax had been
imposed. Any legal fees and expenses arising in connection with any dispute
under the Agreements, will be paid by the Corporation.
In addition to the Agreements, there are other contracts and arrangements
whereunder the Executives listed in the foregoing tables will receive payments
from the Corporation in the event of a change of control. Under the Executive
Compensation Plan, which is discussed in detail in the Compensation Committee
Report on Executive Compensation above, individual participant accruals are paid
to the participants within ten days after a change of control. This Plan also
provides that transfer restrictions on Corporation Common Stock received by an
executive, at his option in lieu of a cash incentive payment, lift upon a change
of control. "Units" (limited stock appreciation rights) which may have been
granted under the 1984 Stock Option Plan of Foster Wheeler Corporation become
exercisable upon a change in control. Under the 1995 Stock Option Plan of Foster
Wheeler Corporation, the Executive has the right to surrender his option to the
Corporation and receive, in cash, the difference between the fair market value
of the shares covered by the option and the exercise price of the option. The
Management Incentive Life Program ("Incentive Program") and the Supplemental
Executive Retirement Plan ("SERP") are annuity contracts between the Corporation
and employees that contain change of control provisions. The Incentive Program
allows continuation in the program until retirement age in the event of a change
of control, with a subsequent termination of employment within three years. A
participant in the SERP receives the equivalent actuarial value of his benefit
immediately upon a change of control.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
CHANGE IN AUTHORIZED CAPITAL STOCK
The Corporation's Board of Directors has unanimously approved and
recommends that the stockholders approve an Amendment to the Certificate of
Incorporation of the Corporation to increase the number of shares of Common
Stock which the Corporation is authorized to issue from 80,000,000 shares of
Common Stock to 160,000,000 shares of Common Stock.
The proposed additional 80,000,000 shares would be a part of the existing
class of Common Stock and, if and when issued, would have the same rights and
privileges as the shares of Common Stock presently issued and outstanding. The
holders of Common Stock of the Corporation are not entitled to preemptive
rights. As of March ___, 1996, there were issued and outstanding ____________
shares of Common Stock, _________ shares were reserved for issuance upon the
exercise of options under the 1984 and 1995 Stock Option Plans and an additional
___________ shares were held as treasury stock by the Corporation.
The Board believes that authorization of the additional shares of Common
Stock may be required for the Corporation's future growth, both through
acquisitions and through expansion of existing business, or by reason of stock
dividends or splits, which in the long run may tend to broaden ownership of the
Corporation's stock. Authorization of such additional shares in such event could
significantly improve the Corporation's bargaining position in negotiating
possible acquisitions of other businesses and in the handling of any merger
proposals which might be offered. Such authorization will also provide the
Corporation with greater flexibility in financing future expansion of its
existing business. The Corporation presently has no commitments or understanding
for the issuance of shares of Common or Preferred Stock
12
<PAGE> 15
or for stock dividends or splits, although such matters have been and will
continue to be considered from time to time.
The additional shares of Common Stock which are proposed for authorization
may be issued at the discretion of the Board of Directors for any corporate
purpose without further action by the shareholders, except as required by law,
applicable stock exchange regulations or otherwise. The Rules and Regulations of
The New York Stock Exchange, Inc., as currently in effect, would require
shareholder approval in connection with an issuance of Common Stock (including
securities convertible into Common Stock) in any transaction or a series of
related transactions, other than a public offering for cash, if (i) the Common
Stock to be issued has voting power equal to or in excess of 20% of the voting
power outstanding before such issuance, (ii) the number of shares of Common
Stock to be issued is equal to or in excess of 20% of the Common Stock
outstanding before such issuance, or (iii) the issuance would result in a change
of control of the Corporation.
The Board believes it will be advantageous to Foster Wheeler and its
shareholders for Management to be in a position to act promptly with respect to
stock dividends and splits, and with respect to investment in, or acquisition
of, other companies, without the expense and passage of time necessarily
involved in arranging special meetings of the shareholders to authorize
additional shares, particularly where the number and value of shares to be
issued is relatively small. Foster Wheeler will solicit shareholder approval of
any acquisition, investment or other transaction involving issue of shares of
capital stock when required to do so by law, the Rules and Regulations of The
New York Stock Exchange, Inc. or if otherwise deemed advisable by Management.
The proposed amendment to the Certificate of Incorporation will not revise
the par value of the Common Stock from the present $1.00 per share.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE
CERTIFICATE OF INCORPORATION.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Coopers & Lybrand as auditors of the
Corporation for 1996, subject to the approval of the Stockholders. Coopers &
Lybrand is a firm of independent certified public accountants, with broad
international practice, which has no direct or indirect financial interest in
the Corporation or its subsidiaries. Coopers & Lybrand was first selected as
auditors of the Corporation for the year 1977.
With exception of tax-related matters, the services provided by the
auditors to Foster Wheeler and its subsidiaries for 1995 were substantially
audit-related. These audit functions included review of the financial statements
for the year 1995, Securities and Exchange Commission filings, the Annual Report
to Stockholders and special reports required by loan agreements. Coopers &
Lybrand was paid $___________ for audit-related services for 1995.
A member of Coopers & Lybrand will attend the Annual Meeting and will be
available to answer questions of the Stockholders present, and to make a
statement if he desires to do so.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
SELECTION OF AUDITORS.
VOTING PROCEDURE
In 1992, the Corporation adopted a confidential voting policy in connection
with Annual Meetings of Stockholders. In essence, the policy provides for
independent vote tabulations and inspectors, and that, with exceptions,
Stockholder votes not be disclosed to the Corporation.
13
<PAGE> 16
Under Securities and Exchange Commission Rules, boxes and a designated
blank space are provided on the proxy card for Stockholders to mark if they wish
either to vote "for," "against" or "abstain" on one or more of the proposals, or
to withhold authority to vote for one or more of the nominees for Director. New
York law and the Corporation's By-Laws require the presence of a quorum for the
Annual Meeting, which is defined as a majority of the votes entitled to be cast
at the Meeting. Votes withheld from Director nominees and abstentions will be
counted in determining whether a quorum has been reached. Broker-dealer
"non-votes", which are defined in the second paragraph below, are not counted
for quorum purposes.
Assuming a quorum has been reached, a determination must be made as to the
results of the vote on each matter submitted for shareholder approval: (1) The
election of Directors, (2) The amendment of the Corporation's Certificate of
Incorporation, and (3) The ratification of the selection of auditors. The
amendment of the Certificate of Incorporation and the selection of the
Corporation's auditors must be approved by a majority of the votes cast on each
matter. Abstentions are not counted in determining the number of votes cast in
connection with these two items. Director nominees must receive a plurality of
the votes cast at the meeting, which means that a vote withheld from a
particular nominee or nominees will not affect the outcome of the meeting.
Like abstentions, broker-dealer "non-votes" are not counted in calculating
the number of votes cast on the above-noted matters. The New York Stock Exchange
has advised the Company that the election of Directors, amendment of the
Corporation's Certificate of Incorporation and selection of auditors are
considered "routine" items upon which broker-dealers holding shares in street
name for their customers may vote, in their discretion, on behalf of any
customers who do not furnish voting instructions within 10 days of the Annual
Meeting.
None of the items being voted upon is such as to afford a right of
appraisal or similar right to Stockholders who fail to vote or dissent as to any
action taken with respect thereto.
1997 ANNUAL MEETING
The 1997 Annual Meeting of Stockholders will be held on April 29, 1997. The
location has not yet been determined. Stockholder proposals must be received by
the Secretary of the Corporation on or before November 21, 1996, to be included
in the proxy material for the 1997 Annual Meeting of Stockholders.
OTHER MATTERS
The expense of preparing, printing and mailing this Proxy Statement and the
accompanying material will be borne by the Corporation. Solicitation of
individual Stockholders may be made by mail, personal interviews, telephone,
facsimile, telecopy or telegraph by Officers and regular employees of the
Corporation who will receive no additional compensation therefor. In addition,
the Corporation has engaged Georgeson & Company, Inc. to solicit proxies from
brokers and nominees at a cost of $5,500, plus out-of-pocket expenses. The
Corporation will reimburse brokers and other nominees for their expenses in
forwarding solicitation material to beneficial owners.
The Board of Directors of Foster Wheeler knows of no other business to be
presented at the meeting, but if matters other than those referred to above do
properly come before the meeting, it is intended that the persons named in the
proxy will vote with respect thereto in accord with their best judgment.
By Order of the Board of Directors
JACK E. DEONES
Vice President and Secretary
March 22, 1996
14
<PAGE> 17
PROXY
FOSTER WHEELER CORPORATION
ANNUAL MEETING OF STOCKHOLDERS-TUESDAY APRIL 30, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Foster Wheeler Corporation hereby appoints
Richard J. Swift, Thomas R. O'Brien, and Jack E. Deones, and each with the full
power of substitution, to vote as designated on the reverse side, all the
shares of common stock of Foster Wheeler Corporation held of record in the name
of the undersigned as of March 15, 1996, at the Annual Meeting of Stockholders
to be held in the Grand Ballroom of the Hanover Marriott Hotel, 1401 Route 10
East, Whippany, New Jersey at 2:00 p.m. on Tuesday, April 30, 1996 or any
adjournments thereof.
Please Mark, Sign, Date and promptly return this proxy card using the
enclosed envelope.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1, 2 and 3.
(Continued, and to be dated and signed, on other side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
HANOVER MARRIOTT HOTEL
----------------------
1401 ROUTE 10 EAST, WHIPPANY, N.J. 07981
201-538-8811
DIRECTIONS TO THE HANOVER MARRIOTT HOTEL
FROM 287 SOUTHBOUND
- -------------------
Exit 39 B (Route 10 W). Route 10 W. Past Dryden Way to U-Turn, follow signs for
Cedar Knolls/Ridgedale Avenue. Follow U-Turn onto Route 10 East. Hotel entrance
is on the right.
FROM 287 NORTHBOUND
- -------------------
Exit 39. Follow signs for Route 10 West/Dover. Follow Route 10 West past Dryden
Way to U-Turn, follow signs for Cedar Knolls/Ridgedale Avenue. Follow U-Turn
onto Route 10 East. Hotel entrance is on the right.
FROM 24 WESTBOUND
- -----------------
Take exit for Interstate 287 North to Exit 39. Follow signs for Route 10
West/Dover. Follow Route 10 West past Dryden Way to U-Turn, follow signs for
Cedar Knolls/Ridgedale Avenue. Follow U-Turn onto Route 10 East. Hotel entrance
is on the right.
FROM NEWARK INTERNATIONAL AIRPORT
- ---------------------------------
Take Route 78 West to Route 24 West. Continue on Route 24 West and take exit
for Interstate 287 North. Refer to directions from Interstate 287 North from
above.
FROM MANHATTAN
- --------------
Take the Lincoln Tunnel to Route 3 West. Route 3 West to Interstate 80 West.
I-80 West to Interstate 287 South. Refer to directions from Interstate 287
South from above.
<PAGE> 18
<TABLE>
<S> <C> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1, 2 AND 3. PLEASE MARK /x/
YOUR VOTES AS
INDICATED IN
THIS EXAMPLE
</TABLE>
1. ELECTION OF FIVE DIRECTORS
Nominees are Messrs. Louis E. Azzato, David J. Farris, E. James Ferland,
Frank E. Perkins and Ms. Constance J. Horner
<TABLE>
<S> <C> <C>
FOR WITHHELD (INSTRUCTIONS: To withhold authority to vote for any individual nominee,
/ / / / line through the nominee's name in the list above.)
</TABLE>
<TABLE>
<CAPTION>
2. Act upon a proposal to amend the 3. Ratify selection of Coopers & Lybrand as
Corporation's Certificate of Incorporation. independent auditors.
<S> <C> <C> <C> <C> <C>
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
/ / / / / / / / / / / /
</TABLE>
<TABLE>
<S> <C>
I PLAN TO ATTEND THE MEETING / /
Signature(s) should be exactly as name(s) appear on
this proxy. If stock is held jointly, each holder should
sign. If signing is by attorney, executor, administrator,
trustee or guardian, please give full title.
Dated: , 1996
-------------------------------------
------------------------------------------------------------
Signature
------------------------------------------------------------
Signature
</TABLE>
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE.
ANNUAL MEETING
OF
FOSTER WHEELER CORPORATION STOCKHOLDERS
TUESDAY, APRIL 30, 1996
2:00 P.M.
GRAND BALLROOM
HANOVER MARRIOTT HOTEL
1401 ROUTE 10 EAST
WHIPPANY, NEW JERSEY
================================================================================
Agenda
* Election of Directors
* Act upon a proposal to amend the Corporation's Certificate of Incorporation
* Ratification of the appointment of independent public accountants
* Report on the progress of the Corporation
* Question and answer period
================================================================================
