<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:
/ / Preliminary Proxy Statement / / Confidential for use of the Commission
/X/ 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):
/ / $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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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<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 40,500,686
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 as of March 22, 1996.
<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 Chief 10,000
Executive Officer of Public Service (6,000)
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 Institution 1,000
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, Massachusetts 10,480
Institute of Technology (Educator). Formerly (10,000)
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. and 4,000
(Term ends 1998) Chairman of Goldman Sachs (International). (2,000)
Formerly held several executive
positions with Goldman, Sachs & Co.
(Investment Banking).
Kenneth A. DeGhetto(2) 71 1972 Retired, formerly Chairman of the Board of 20,547
(Term ends 1996) the Corporation; Director--Brandon Systems (4,000)
Corp., Cali Realty Corp.
Martha Clark Goss. . 46 1994 Vice President and Chief Financial Officer of 5,000
(Term ends 1997) Booz Allen & Hamilton, Inc. (Management (4,000)
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, Inc. 9,700
(Term ends 1997) (Transaction Automation). Prior to March 1993, (9,000)
executive with AT&T; Director--Liberty
Technologies, Inc.
Joseph J. Melone. . . 64 1988 President and Chief Executive Officer, The 11,500
(Term ends 1998) Equitable Companies Incorporated and Chairman (10,000)
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 Chief 46,199
(Term ends 1997) Financial Officer of the Corporation, since (39,704)
April 1987. Formerly held several financial
positions with the Corporation and its
subsidiaries.
Richard J. Swift. . . 51 1993 Chairman, President and Chief Executive Officer 110,664
(Term ends 1998) of the Corporation since April 1994. Formerly (96,112)
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
powers. Approximately 25% of the shares owned by the Officers of the
Corporation have restrictions on the sale of such shares.
(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 President, 10,200
(Term ends 1997) International Operations, Warner-Lambert (10,000)
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 Facilities (10,000)
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>
N. William Atwater Executive Vice President - 45,678
Engineering & Construction Group --------
(39,493)
Henry E. Bartoli Vice President - 25,252
Power Systems Group --------
(20,833)
Robert A. Whittaker Vice President - 25,511
Energy Equipment Group --------
(20,833)
All current Directors, Director nominees and Officers 575,777
of the Corporation 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 OF
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER 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 powers. Approximately 25% of the shares owned by the Officers of
the Corporation have restrictions on the sale of such shares.
(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 29, 1995, and were thus tied directly to factors tending
to enhance shareholder value. 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 29, 1995, and over the 36-month period ended December 29, 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 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 Group 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 $42.50 at year-end in 1995.
FIVE-YEAR CUMULATIVE TOTAL RETURNS
[FIGURE 1]
YEARS ENDING
<TABLE>
<CAPTION>
Dec. 90 Dec. 91 Dec. 92 Dec. 93 Dec. 94 Dec. 95
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Foster Wheeler 100 120.69 134.27 159.03 144.05 210.31
S&P 500 Index 100 130.47 140.41 154.56 156.60 215.45
S&P (E&C) Index 100 120.80 119.03 124.74 119.75 170.12
Industry Group 100 114.15 117.91 122.17 114.73 150.39
</TABLE>
8
<PAGE> 11
SUMMARY COMPENSATION TABLE
The following is a tabulation of compensation paid or set aside by the
Corporation and its subsidiaries during each of the Corporation's last three
fiscal years for the Chief Executive Officer ("CEO") and the four most
highly-compensated executive officers of the Corporation, other than the CEO,
who were serving as executive officers at the end of the last fiscal year.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- -----------------------
AWARDS PAYOUTS
-----------------------
NAME SECURITIES
AND UNDERLYING LONG-TERM ALL
PRINCIPAL BONUS OPTIONS/ INCENTIVE OTHER
POSITION YEAR SALARY ($) ($) SARS (#) PAYOUTS($)(2) COMPENSATION($)(1)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard J. Swift 1995 $575,000 $338,886 50,000 $411,114 $4,500
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 $343,500 $200,000 25,000 $300,000 $4,500
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 $347,500 $182,000 25,000 $269,250 $4,500
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 $270,500 $148,775 25,000 $255,750 $4,500
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 $270,500 $ 77,000 25,000 $276,000 $4,500
Vice President 1994 $260,000 $ 99,008 7,500 $160,992 $4,500
1993 $250,008 $137,825 7,500 $ 88,500 $4,497
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Corporation match on Employee 401(k) contribution.
(2) No specified performance target, goal or condition to payout was
waived with respect to any amount included in this column.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
As part of the long-term incentive portion of the Corporation's
Executive Compensation Plan, "performance units", which ultimately may pay out
in cash upon completion of a three-year cycle, are awarded annually to
Corporate Officers. The following table sets forth awards in 1995 to the named
individuals, along with the assumed values of the awards at the end of the
three-year Plan cycle. The ultimate value of the award will be based upon the
Corporation's earnings growth rate and return on equity. For a discussion of
award criteria see the Long-Term Incentives section of the Compensation
Committee Report on Executive Compensation which appears earlier in this Proxy
Statement.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
ESTIMATED FUTURE PAYOUTS UNDER
------------------------------
NON-STOCK PRICE-BASED PLANS
---------------------------
NUMBER OF PERFORMANCE OR
SHARES, UNITS OR OTHER PERIOD UNTIL
NAME OTHER RIGHTS (#) MATURATION OR PAYOUT THRESHOLD ($) TARGET ($) MAXIMUM ($)
- --------------------------------------------------------------------------------------------------
<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 5.3% $30.00 1/1/05 $338,250
- ---------------------------------------------------------------------------------------------------------------
N.W. Atwater 25,000 5.3% $30.00 1/1/05 $338,250
- ---------------------------------------------------------------------------------------------------------------
H. E. Bartoli 25,000 5.3% $30.00 1/1/05 $338,250
- ---------------------------------------------------------------------------------------------------------------
R. A. Whittaker 25,000 5.3% $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
Remuneration -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$ 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) 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
11
<PAGE> 14
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 15, 1996, there were issued and outstanding
40,500,686 shares of Common Stock, 2,509,623 shares were reserved for issuance
upon the exercise of options under the 1984 and 1995 Stock Option Plans and the
Directors' Stock Option Plan and an additional 10,895 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 or for
stock dividends or splits, although such matters have been and will continue to
be considered from time to time. The Board does not intend to issue any shares
except upon terms that the Board deems to be in the best interest of the
Corporation and its shareholders.
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
12
<PAGE> 15
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.
An increase in the number of authorized shares of Common Stock could
enable the Board of Directors to take certain actions making it more difficult
for a third party to acquire control of the Corporation. This proposed
Amendment to the Certificate of Incorporation is not made in response to any
takeover offer and the Corporation is not aware of any such offer. The
issuance of additional shares by the Corporation may also have a dilutive
effect on earnings per share and would have a dilutive effect on the percentage
ownership interest of the present holders of the Corporation's Common Stock.
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 L.L.P. as
auditors of the Corporation for 1996, subject to the approval of the
Stockholders. Coopers & Lybrand L.L.P. 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 L.L.P. 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 periodic
filings, the Annual Report to Stockholders and special reports required by loan
agreements. Coopers & Lybrand L.L.P. was paid $1,330,000 for audit-related
services for 1995.
A member of Coopers & Lybrand L.L.P. 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 INDEPENDENT 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 is scheduled to 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
================================================================================
