NOTICE OF MEETING AND PROXY STATEMENT
FOSTER WHEELER CORPORATION
PERRYVILLE CORPORATE PARK
CLINTON, NEW JERSEY 08809-4000
------------------------------
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 2000
------------------------------
The Annual Meeting of Stockholders of Foster Wheeler Corporation will
be held at the Hunterdon Hills Playhouse, 88 Route 173 West, Hampton, New
Jersey, on Friday, April 28, 2000, at 10:30 a.m. for the following purposes:
1. To elect two directors.
2. To ratify the appointment of PricewaterhouseCoopers LLP
as the Corporation's independent accountants for 2000.
3. 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 10,
2000, as the record date for determination of stockholders entitled to notice
of, and to vote at, the meeting or adjournments thereof.
Admission to the meeting will be by ticket only. If you are a
stockholder of record and plan to attend, please check the appropriate box on
the proxy card. The ticket attached to the proxy card will admit you to the
meeting. If you are a stockholder whose shares are held through an intermediary
such as a bank or broker and you plan to attend, you may request a ticket by
writing to the office of the Secretary, Foster Wheeler Corporation, Perryville
Corporate Park, Clinton, New Jersey 08809-4000, and including proof of
beneficial ownership, such as a bank or brokerage firm account statement or a
letter from the broker, bank or nominee holding your stock.
By Order of the Board of Directors
/s/ LISA FRIES GARDNER
LISA FRIES GARDNER
VICE PRESIDENT & SECRETARY
March 20, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE PROMPTLY RETURN YOUR
SIGNED PROXY IN THE ENCLOSED ENVELOPE. STOCKHOLDERS WHO EXPECT TO ATTEND THE
MEETING IN PERSON SHOULD CHECK THE APPROPRIATE BOX ON THE PROXY CARD.
<PAGE>
FOSTER WHEELER CORPORATION
PERRYVILLE CORPORATE PARK
CLINTON, NEW JERSEY 08809-4000
--------------------------------
PROXY STATEMENT
--------------------------------
For the 2000 Annual Meeting of Stockholders
to be held April 28, 2000
--------------------------------
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 for use at the 2000 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 2000 Annual Meeting of
Stockholders. This Proxy Statement and the accompanying proxy are being sent to
stockholders on or about March 20, 2000.
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, a duly executed
proxy bearing a later date delivered to the inspectors of election at any time
prior to the shares represented by such earlier proxy being voted or if the
stockholder executing the proxy is present at the meeting, voting in person.
Copies of the Corporation's Summary Annual Report to Stockholders and
the Corporation's Annual Report on Form 10-K for the fiscal year ended December
31, 1999, are enclosed with this Proxy Statement. In addition, the Summary
Annual Report and the Annual Report on Form 10-K are also available on Foster
Wheeler's website at http://www.fwc.com.
The Board of Directors has fixed the close of business on March 10,
2000, as the record date for determination of stockholders entitled to notice of
and to vote at the meeting or adjournments thereof. As of March 1, 2000, the
outstanding voting securities of the Corporation consist of 40,711,152 shares of
Common Stock, $1.00 par value, holders of which are entitled to one vote per
share.
ITEM 1
ELECTION OF DIRECTORS
The Restated Certificate of Incorporation divides the Board of
Directors into three classes, with one class of directors elected each year for
a three-year term. The term of directors in one class expires in 2000. The two
directors in this class have been nominated for election for terms expiring in
2003. The proxy agents of the Board of Directors intend to vote for the election
of the nominees named below, unless instructed otherwise. 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.
The Restated Certificate of Incorporation provides that the Board of Directors
shall consist of not less than nine nor more than twenty directors as shall be
fixed from time to time by the Board. The number of directors has been fixed at
ten.
1
<PAGE>
Following is the principal occupation, age and certain other
information, as of March 1, 2000, for each director nominee and other directors
serving unexpired terms.
NOMINEES FOR ELECTION AT THIS MEETING:
MARTHA CLARK GOSS
Ms. Goss is the Chief Financial Officer of The Capital Markets Company,
a provider of global business and technology solutions. Previously she
was Vice President and Chief Financial Officer of Booz, Allen &
Hamilton Inc., a management consulting firm, from 1995 to 1999. She is
also a director of the Dexter Corporation. Ms. Goss, who is 50 years
old, became a director of the Corporation in 1994.
JOHN E. STUART
Mr. Stuart is the Chief Executive Officer of StorNet, a nationwide
value added systems integrator. He previously was Chairman and Chief
Executive Officer of IKON Office Solutions (office products) from
January 1997 to July 1998. Prior to that time, he was Chairman,
President and Chief Executive Officer of Alco Standard Corporation,
from August 1993 to December 1996. Mr. Stuart, who is 56 years old,
became a director of the Corporation in 1997.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
ABOVE-NAMED NOMINEES.
Similar information concerning the directors whose terms of office
continue after the 2000 Annual Meeting is as follows:
EUGENE D. ATKINSON
Mr. Atkinson is a Managing Partner with RHJ Industrial Partners, a
private equity firm. He was previously a Limited Partner with Goldman,
Sachs & Co. (investment banking) and Chairman of Goldman Sachs
(International) from December 1990 to May 1999. Mr. Atkinson, who is 55
years old, became a director of the Corporation in 1995. His current
term will expire in 2001.
LOUIS E. AZZATO
Mr. Azzato retired from the Corporation as the Chairman and Chief
Executive Officer in 1994. Mr. Azzato, who is 69 years old, became a
director of the Corporation in 1978. His current term will expire in
2002.
2
<PAGE>
JOHN P. CLANCEY
Mr. Clancey is Chairman of Maersk Sealand, a transportation provider,
and has held such office since December 1999. From August 1991 to
December 1999, he was the President and Chief Executive Officer of
Sea-Land Service Inc. (transportation). He is also a director of UST
Inc. Mr. Clancey, who is 54 years old, became a director of the
Corporation in 1999. His current term will expire in 2002.
DAVID J. FARRIS
Mr. Farris retired in June 1998 as Chief Operating Officer of
Beneficial Corporation and President and Chief Executive Officer of
Beneficial Management Corporation, a financial services company. He
held those positions since July 1987. Mr. Farris, who is 64 years old,
became a director of the Corporation in 1996. His current term will
expire in 2002.
E. JAMES FERLAND
Mr. Ferland has been Chairman of the Board, President and Chief
Executive Officer of Public Service Enterprise Group Incorporated and
Chairman of the Board and Chief Executive Officer of Public Service
Electric and Gas Company (utilities) since 1986. He is also a director
of Public Service Enterprise Group Incorporated and HSB Group Inc. Mr.
Ferland, who is 57 years old, became a director of the Corporation in
1993. His current term will expire in 2001.
CONSTANCE J. HORNER
Ms. Horner has been a Guest Scholar at The Brookings Institution since
1993. Previously she was Commissioner, U.S. Commission on Civil Rights,
from 1993 to 1998. From 1991 to 1993, she was Assistant to the
President and Director of Presidential Personnel at the White House.
She is a director of Ingersoll-Rand Company, Pfizer, Inc. and
Prudential Insurance Company of America. Ms. Horner, who is 58 years
old, became a director of the Corporation in 1996. Her current term
will expire in 2002.
JOSEPH J. MELONE
Mr. Melone has been Chairman Emeritus of The Equitable Companies
Incorporated (Insurance and Financial Services) since April 1998. From
1996 to April 1998, he was President and Chief Executive Officer of The
Equitable Companies Incorporated. He is also a director of BISYS, Inc.
Mr. Melone, who is 68 years old, became a director of the Corporation
in 1988. His current term will expire in 2001.
RICHARD J. SWIFT
Mr. Swift has been Chairman, President and Chief Executive Officer of
the Corporation since April 1994. He formerly held several executive
positions with the Corporation and its subsidiaries. He is a director
of Public Service Enterprise Group Incorporated and Ingersoll-Rand
Company. Mr. Swift, who is 55 years old, became a director of the
Corporation in 1993. His current term will expire in 2001.
3
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT, DIRECTORS,
AND CERTAIN BENEFICIAL OWNERS
DIRECTORS AND MANAGEMENT
The following table sets forth beneficial ownership of shares of Foster
Wheeler common stock by each director, by each executive officer named in the
Summary Compensation Table on page 10, and by all directors and executive
officers as a group, as of March 1, 2000. These shares represent in the
aggregate less than one percent of the outstanding shares.
<TABLE>
<CAPTION>
Current Shares
Beneficial Subject to Stock
NAME Holdings (1) Options (2) Units (3) Total
- ---- ------------ ----------- --------- -----
<S> <C> <C> <C> <C>
Eugene D. Atkinson....................... 5,000 13,000 1,326 19,326
Louis E. Azzato.......................... 34,349 73,000 5,364 112,713
Henry E. Bartoli......................... 10,989 97,500 0 108,489
John C. Blythe........................... 9,266 23,300 0 32,566
John P. Clancey.......................... 500 3,000 5,375 8,875
David J. Farris.......................... 20,000 11,000 6,411 37,411
E. James Ferland......................... 9,000 17,000 6,020 32,020
Martha Clark Goss........................ 3,805 15,000 1,326 20,131
Constance J. Horner...................... 1,131 11,000 1,326 13,457
Joseph J. Melone......................... 6,500 21,000 6,433 33,933
Thomas R. O'Brien ....................... 6,573 56,667 0 63,240
David J. Roberts......................... 28,694 116,667 0 145,361
John E. Stuart........................... 3,000 9,000 15,323 27,323
Richard J. Swift......................... 55,615 284,167 0 339,782
------ ------- ----------- -------
All directors and executive
officers as a group (17 persons) ...... 217,533 878,135 48,904 1,144,572
</TABLE>
- ------------------
(1) The number of shares shown includes shares that are individually or
jointly owned, as well as shares over which the individual has either
sole or shared investment or voting authority. 112,562 shares owned by
the officers of the Corporation have restrictions on the sale of such
shares.
(2) Represents shares that may be acquired currently or within 60 days
after March 1, 2000 through the exercise of stock options pursuant to
the Corporation's 1984 Stock Option Plan, the 1995 Stock Option Plan
and/or The Directors' Stock Option Plan.
(3) Represents share units held under the Foster Wheeler Corporation
Directors Deferred Compensation and Stock Award Plan for non-employee
directors (referred to below under the caption "Compensation of
Directors"). Only non-employee directors are eligible to participate in
the Foster Wheeler Corporation Directors Deferred Compensation and
Stock Award Plan.
4
<PAGE>
CERTAIN BENEFICIAL OWNERS
The Corporation has been advised that as of December 31, 1999, the
following entities are beneficial owners of more than five percent of the
outstanding Common Stock of the Corporation.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
-------------- ------------------- ------------------ ----------------
<S> <C> <C> <C>
Common The Regents of The University of 3,485,550 (1) 8.50%
California ("The University of California")
1111 Broadway, 14th Floor
Oakland, CA 94607
Common Mellon Financial Corporation 2,393,456 (2) 5.87%
One Mellon Center
Pittsburgh, PA 15258
Common Dimensional Fund 2,183,050 (3) 5.36%
Advisors Inc. ("Dimensional")
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
</TABLE>
- -----------------
(1) As reported on a Schedule 13G filed with the SEC on February 11, 2000.
Such filing indicates that The University of California has sole voting
and dispositive power as to 3,485,550 shares.
(2) As reported on a Schedule 13G filed with the SEC on January 27, 2000.
Such filing indicates that Mellon Financial Corporation has (i) sole
voting power as to 2,007,756 shares, (ii) shared voting power as to
131,800 shares, (iii) sole dispositive power as to 2,011,850 shares,
and (iv) shared dispositive power as to 354,300 shares.
(3) As reported on a Schedule 13G filed with the SEC on February 3, 2000.
Dimensional, a registered investment adviser, is deemed to be the
beneficial owner (with sole voting and dispositive power) of the
reported shares as a result of acting as an investment adviser to
various investment companies, but has disclaimed such ownership.
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 and the Finance
Committee.
The members of the Audit Committee are Mr. John E. Stuart, Chairman;
Mr. David J. Farris, Mr. John P. Clancey and Mr. Joseph J. Melone. During fiscal
1999, this Committee held four meetings. The functions of this Committee are to
review management's recommendations for the engagement or discharge of
independent accountants; to review and monitor the progress of the audit plans
prepared by the independent accountants and internal auditors; to review
compliance with Corporate policies; to
5
<PAGE>
annually review the status of any significant litigation; to review with the
independent accountants 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 accountants; 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. David J. Farris, Chairman; Mr. Eugene D. Atkinson, Mr. E. James Ferland, Ms.
Constance J. Horner, Mr. Joseph J. Melone and Mr. Richard J. Swift. During
fiscal 1999, this Committee held three 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 re-election. The Committee will consider
director nominees recommended by stockholders in accordance with the procedure
set forth in this Proxy Statement under the caption "Stockholder Proposals."
The Compensation Committee consists of Mr. Joseph J. Melone, Chairman;
Mr. Eugene D. Atkinson, Mr. David J. Farris, Ms. Martha Clark Goss and Mr. John
E. Stuart. During fiscal 1999, this Committee held four meetings. The functions
of this Committee are to recommend to the Board compensation arrangements for
directors and executive officers, including approving specific benefits under
such arrangements, to administer certain benefit plans for directors and
officers and to review employee pension and welfare programs.
Following are the members of the Finance Committee: Mr. E. James
Ferland, Chairman; Mr. Eugene D. Atkinson, Mr. Louis E. Azzato, Ms. Martha Clark
Goss and Ms. Constance J. Horner. Four meetings of this Committee were held
during fiscal 1999. This Committee reviews a range of financial policies and
plans including the consolidated financial results of the Corporation, the
dividend policy, proposed securities issuances, and financial risk management
policies and practices. The Committee also oversees pension plan investments and
periodically reviews investor relations activities.
COMPENSATION OF DIRECTORS
Fourteen meetings of the Board of Directors were held during the last
fiscal year. Each director attended at least 93% of the total number of meetings
of the Board and the Board Committees on which he or she served. Directors who
are employees of the Corporation received no additional compensation for their
services as directors. Non-employee directors receive an annual retainer of
$26,000 and an annual deferred award of 300 share units in accordance with the
Foster Wheeler Corporation Directors Deferred Compensation and Stock Award Plan
(the "Director Deferral Plan") as set forth below. The non-employee directors
receive $1,200 for each Board meeting attended. In addition, each non-employee
director receives $1,200 for each meeting of a committee of the Board attended;
the Committee Chairman receives $2,000 for each such meeting.
Under the Director Deferral Plan, each non-employee director receives a
one time deferred award of 1,000 share units of the Corporation's Common Stock
upon commencement of his or her Board term and is credited annually with units
representing 300 shares of the Corporation's common stock, such credit being
made to an account maintained for each non-employee director (a "Deferred
Compensation Account"). The Director Deferral Plan also permits non-employee
directors to defer all or a portion of the retainer and meeting fees to which
they are entitled. The Corporation makes a supplemental contribution equal to
15% of the retainer and meeting fees which are deferred and all such amounts are
credited to the director's Deferred Compensation Account. Each director is fully
vested in amounts credited to the director's Deferred Compensation Account,
except that the one time deferred award shall not vest until cessation of
service on the Board (i.e., retirement or death) and the annual award shall vest
upon cessation from the Board or the one-year anniversary of the award. The
share units in the Deferred Compensation
6
<PAGE>
Account or the equivalent cash amount, at the director's option, are delivered
to the director upon retirement or cessation of service on the Board for good
cause.
In addition, under the Deferred Compensation Plan for Directors,
non-employee directors are permitted to defer all or part of their retainer or
Board and Committee fees until their retirement or other termination of status
as a director. Deferred amounts accrue interest at an annual rate equal to the
rate charged by First Union National Bank for prime commercial loans of 90-day
maturity.
Under The Directors' Stock Option Plan, as amended, which was
previously approved by the stockholders, each director who is not an employee of
the Corporation or one of its subsidiaries receives, following the Annual
Meeting each year, a nonqualified option to purchase 3,000 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.
Effective October 15, 1999, 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 $323,759.
COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Executive Compensation Plan (the "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 (the "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 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 million. 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 predetermine specific compensation relative to the compensation paid by
other companies.
7
<PAGE>
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 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 93.75
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 missed, 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
payment to the executives which together with salary and annual incentives would
provide competitive total compensation. The actual payout is 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 granted at the
per-share market price of the Corporation's stock on the date of the award, vest
in installments over a three-year period and only become valuable if the market
price of the Corporation's stock increases.
As outlined above, pursuant to the Plan, the 1999 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. There was no annual or long-term
incentive cash payout for 1999. 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 4, 1999 which vests in installments over a
three-year period.
COMPENSATION COMMITTEE:
Joseph J. Melone, CHAIRMAN
Eugene D. Atkinson Martha Clark Goss
David J. Farris John E. Stuart
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following directors served on the Compensation Committee during the
last fiscal year: Messrs. Joseph J. Melone, Chairman; Eugene D. Atkinson, David
J. Farris, John E. Stuart and Ms. Martha Clark Goss. None of the members of the
Compensation Committee are former or current officers or employees of the
Corporation or any of its subsidiaries.
8
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The following line graph compares the five-year cumulative total
stockholder return of (i) Foster Wheeler Corporation Common Stock, (ii) the S&P
500 Index, and (iii) an industry peer group index that consists of several
companies (the "Peer Group") (1).
In the preparation of the line graph, the following assumptions have
been used: (i) $100 was invested on December 30, 1994 in Foster Wheeler Common
Stock, the S&P 500 Index, and the Peer Group, (ii) dividends were reinvested,
and (iii) the investment is weighted on the basis of market capitalization.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
YEARS ENDING
DEC. 94 DEC. 95 DEC. 96 DEC. 97 DEC. 98 DEC. 99
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Foster Wheeler 100 146.00 132.66 97.35 49.40 34.68
S&P 500 Index 100 137.58 172.53 221.41 291.04 350.78
Peer Group (1) 100 136.64 128.83 110.06 108.26 89.61
</TABLE>
(1) The following companies comprise the Peer Group: Fluor Corporation,
Foster Wheeler Corporation, Jacobs Engineering Group Inc., Stone &
Webster, Inc., Morrison Knudsen and McDermott International, Inc. This
group consists of companies that were compiled by the Corporation in
1996 and have been used in the line graph since that time. The group
includes those companies which were in the Dow Jones Heavy Construction
Industry Index (United States Component) in 1996 and McDermott
International, Inc.
9
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information showing compensation paid or
accrued by the Corporation and its subsidiaries during each of the Corporation's
last three fiscal years for the Chief Executive Officer ("CEO") and the four
other most highly compensated executive officers of the Corporation.
<TABLE>
<CAPTION>
- ------------------------- ---------- ---------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
-------------- -------------------------------------------------------
Awards Payouts
-------------- ---------------------------
Name and Principal Year Salary ($) Bonus ($) Restricted Securities Long Term All Other
Position Stock Awards Underlying Incentive Compensation
(1) Options/ Payouts ($) ($) (6)
SARs (#)
=============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
Richard J. Swift 1999 $775,000 $ 0 $ 0 50,000 $ 0 $ 4,800
Chairman, President 1998 $725,000 $ 0 $421,283 50,000 $ 0 $ 4,800
& CEO 1997 $630,000 $ 0 $ 0 50,000 $ 0 $ 4,750
- -----------------------------------------------------------------------------------------------------------------------------
David J. Roberts 1999 $405,000 $ 0 $ 0 25,000 $ 0 $1,219,800(2)
Vice Chairman & Chief 1998 $389,000 $ 0 $255,002 25,000 $ 0 $ 4,800
Financial Officer 1997 $374,000 $ 0 $ 0 25,000 $ 0 $ 4,750
- -----------------------------------------------------------------------------------------------------------------------------
Henry E. Bartoli 1999 $350,000 $ 0 $ 0 25,000 $ 0 $ 4,800
Senior Vice 1998 $330,000 $ 0 $ 85,000 25,000 $133,807 $ 4,800
President 1997 $310,000 $ 0 $ 0 25,000 $ 0 $ 4,750
- ----------------------------------------------------------------------------------------------------------------------------
John C. Blythe 1999 $340,000 $150,000(3) $ 50,000(3) 25,000 $ 0 $ 0
Senior Vice 1998 $287,500 $192,000(4) $ 48,000 17,500 $ 0 $ 46,000(5)
- -----------------------------------------------------------------------------------------------------------------------------
Thomas R. O'Brien 1999 $312,000 $ 0 $ 0 15,000 $ 0 $ 4,800
General Counsel 1998 $300,000 $181,400 $ 10,000 15,000 $ 0 $ 4,800
& Senior Vice President 1997 $285,000 $ 0 $ 0 15,000 $ 0 $ 4,750
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The amounts reported in the table represent the market value at the
dates of grant, without giving effect to the diminution in value
attributable to the restrictions on said stock. As of December 31,
1999, the aggregate number and market values (based on the closing
stock price on December 31, 1999) of restricted stock held by the above
individuals are as follows: (i) Mr. Swift: 43,115 shares with a value
of $382,646; (ii) Mr. Roberts: 25,174 shares with a value of $223,419;
(iii) Mr. Bartoli: 10,989 shares with a value of $97,527; (iv) Mr.
Blythe: 3,710 shares with a value of $32,926; and (v) Mr. O'Brien: 773
shares with a value of $6,860. Dividends are paid on restricted stock.
(2) In addition to the Corporation match on the employee 401(k)
contribution, this amount includes a payment in the amount of
$1,215,000 made to Mr. Roberts in connection with his retirement.
(3) Mr. Blythe was formerly the President and Chief Executive Officer of
Foster Wheeler Limited (U.K.) and became an executive officer of the
Corporation effective as of July 1, 1998. The bonus paid to Mr. Blythe
is a transition bonus in connection with his former position in the
United Kingdom.
(4) This position as President and Chief Executive Officer of Foster
Wheeler Limited (U.K.).
(5) In October, 1998, the Corporation made a four-year interest-free loan
to Mr. Blythe in the amount of $144,600 to assist him with unreimbursed
relocation expenses. The interest for the term of the loan using the
current market interest rate would be approximately $46,000.
(6) Corporation match on employee 401(k) contribution.
10
<PAGE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
As part of the long-term incentive portion of the Corporation's
Executive Compensation Plan, "performance units", which may pay out in cash upon
completion of a three-year cycle, are awarded annually to Corporate Officers.
The following table sets forth awards in 1999 to the named individuals, along
with the assumed values of the awards at the end of the three-year Plan cycle.
The ultimate value of the award will be based upon the Corporation's earnings
growth rate and return on equity. For a discussion of award criteria see the
Long-Term Incentives section of the "Compensation Committee Report on Executive
Compensation" which appears earlier in this Proxy Statement.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Estimated Future Payouts Under
Non-Stock Price-Based Plans
-----------------------------------------------------
Performance or
Other Period
Number of Until
Shares, Units or Maturation or Threshold Target Maximum
Name Other Rights (#) Payout ($) ($) ($)
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
R. J. Swift 335 3 Years 0 $335,000 $670,000
- --------------------------------------------------------------------------------------------------------------------
D. J. Roberts 200 3 Years 0 $200,000 $400,000
- --------------------------------------------------------------------------------------------------------------------
H. E. Bartoli 150 3 Years 0 $150,000 $300,000
- --------------------------------------------------------------------------------------------------------------------
J. C. Blythe 150 3 Years 0 $150,000 $300,000
- --------------------------------------------------------------------------------------------------------------------
T. R. O'Brien 150 3 Years 0 $150,000 $300,000
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
Following is a table dealing with stock option grants which were made
to the named individuals during the last completed fiscal year. The options were
granted pursuant to the terms of the Corporation's Executive Compensation Plan
and the 1995 Stock Option Plan, as amended, (the "1995 Stock Option Plan"),
which provides that ten-year term options are to be awarded at market value on
the date of the award. One-third of the options become exercisable after one
year, two-thirds after two years and all of the options are exercisable after
three years.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Number of
Securities % of Total
Underlying Options Granted Grant Date
Options to Employees in Exercise or Base Expiration Present Value (1)
Name Granted (#) Fiscal Year Price ($/Share) Date ($)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
R. J. Swift 50,000 7.48% $13.50 1/4/09 $211,000
- --------------------------------------------------------------------------------------------------------------------
D. J. Roberts 25,000 3.74% $13.50 1/4/09 $105,500
- --------------------------------------------------------------------------------------------------------------------
H. E. Bartoli 25,000 3.74% $13.50 1/4/09 $105,500
- --------------------------------------------------------------------------------------------------------------------
J. C. Blythe 25,000 3.74% $13.50 1/4/09 $105,500
- --------------------------------------------------------------------------------------------------------------------
T. R. O'Brien 15,000 2.25% $13.50 1/4/09 $ 63,300
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the Black-Scholes option pricing model, using the following
assumptions: 1) the average of the high and low of the price of Foster
Wheeler Common Stock on the day the options were issued was $13.50; 2) the
option exercise price is $13.50 per share, the average of the high and low
of the price of the stock on the date of option issue; 3) the dividend
yield of the stock was 6.22% (This was based upon the actual dividend
yield as of January 4, 1999); 4) the expected term of the options is 5
years; 5) the risk free rate of return on the issuance date for the
expected term of the option was 4.67% (the Treasury Bond Rate for 5 years
as of January 4, 1999); and 6) the volatility of the stock was calculated
empirically to be .53245, using Foster Wheeler stock pricing data for the
90 trading days immediately preceding the date of issuance of the options.
11
<PAGE>
PENSION PLAN TABLE
The following table illustrates annual retirement benefits under the
Corporation's regular and supplementary pension plans but not including the
401(k) Plan for executive officers based on the average annual compensation and
service shown.
Years of Pension Credited Service after April 1, 1976
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Average Annual
Compensation in Five
Highest Years of the
Last Ten Years
Preceding Retirement 10 15 20 25 30
--------------------- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
$ 300,000 $ 60,000 $ 90,000 $120,000 $150,000 $180,000
$ 400,000 $ 80,000 $120,000 $160,000 $200,000 $240,000
$ 500,000 $100,000 $150,000 $200,000 $250,000 $300,000
$ 600,000 $120,000 $180,000 $240,000 $300,000 $360,000
$ 700,000 $140,000 $210,000 $280,000 $350,000 $420,000
$ 800,000 $160,000 $240,000 $320,000 $400,000 $480,000
$ 900,000 $180,000 $270,000 $360,000 $450,000 $540,000
$1,000,000 $200,000 $300,000 $400,000 $500,000 $600,000
</TABLE>
For service after April 1, 1976, the retirement benefit is based on
average annual compensation (which would include amounts in the "Salary,"
"Bonus" and "Long-Term Incentive Payouts" columns in the Summary Compensation
Table which appears earlier in this Proxy Statement) during the five highest
years in the last ten years of employment. The Corporation's pension is solely
noncontributory. The benefits in the foregoing table are computed as a straight
life annuity payable at normal retirement age and are subject to deduction for
(a) the annuity equivalent of the Corporation provided accumulated contributions
under the Corporation's 401(k) Plan, and (b) one-half of the Supplemental
Employee Retirement Plan ("SERP") participant's age 65 social security benefit
determined as of his date of retirement. The credited years of service after
April 1, 1976, (limited to a maximum of 30 years) assuming retirement at the
normal retirement age of 65 or the actual retirement age for individuals who
retired during the year 1999, for those individuals named in the Summary
Compensation Table are as follows: R. J. Swift - 30 years; D. J. Roberts - 24
years; H. E. Bartoli - 18 1/2 years and T. R. O'Brien - 10 years. J. C. Blythe
is not a participant in the current pension plan.
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
1999, the value realized (spread between the market price on the date of
exercise and the option price) as a result of such option exercises, and the
number and value of unexercised options (both exercisable and unexercisable) as
of December 31, 1999.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying In-the-Money Options
Unexercised Options at FY-End
at FY-End (#) ($)
---------------------------------------------
Shares Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
R. J. Swift 0 0 234,167/100,000 $0/$0
- --------------------------------------------------------------------------------------------------------------------
D. J. Roberts 0 0 91,667/50,000 $0/$0
- --------------------------------------------------------------------------------------------------------------------
H. E. Bartoli 0 0 72,500/50,000 $0/$0
- --------------------------------------------------------------------------------------------------------------------
J. C. Blythe 0 0 14,967/33,333 $0/$0
- ---------------------------------------------------------------------------------------------------------------------
T. R. O'Brien 0 0 41,667/30,000 $0/$0
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
CHANGE OF CONTROL ARRANGEMENTS
On September 26, 1995, the Board of Directors authorized the
Corporation to enter into change of control employment agreements (the
"Agreements") with its top executive officers, which includes the officers
listed in the preceding tables and three other individuals (the "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 the Executive's 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 the Executive had remained
employed for three years after the date of the Executive's 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 set forth in this Proxy
Statement, 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 the
Executive's 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 or her 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 Insurance Program ("Incentive Program") and the
Supplemental Employee Retirement Plan ("SERP") are annuity contracts between the
Corporation and employees that contain change of control provisions. If a
participant in the Incentive Program is terminated within three years after a
change of control, the participant may continue in the program until the latter
of (i) three years from such termination date, or (ii) attainment of age 56. A
participant in the SERP receives the equivalent actuarial value of his or her
benefit immediately upon a change of control.
13
<PAGE>
ITEM 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors, in accordance with the recommendation of its
Audit Committee, has appointed PricewaterhouseCoopers LLP to audit the
consolidated financial statements of the Corporation for the fiscal year ending
December 29, 2000, subject to ratification by the stockholders.
PricewaterhouseCoopers LLP has been acting as independent accountants for the
Corporation and its subsidiaries since 1977. A representative of
PricewaterhouseCoopers LLP will attend the Annual Meeting and will be available
to respond to appropriate questions and to make a statement if he so desires.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF INDEPENDENT ACCOUNTANTS.
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.
Pursuant to the 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 a proposal, or to
withhold authority to vote for one or more of the nominees for director. New
York law and the Corporation's Amended By-Laws require the presence of a quorum
for the Annual Meeting, which is defined as a majority of the shares entitled to
vote at the Meeting. Abstentions and broker non-votes are counted for purposes
of determining the presence or absence of a quorum for the transaction of
business.
Assuming a quorum has been reached, a determination must be made as to
the results of the vote on each matter submitted for stockholder approval: Item
1 - The election of directors and Item 2 - The ratification of the appointment
of independent accountants. A plurality of the votes cast is required for the
election of directors. Abstentions and broker non-votes will have no effect on
the outcome of the election of directors. The affirmative vote of a majority of
the votes cast at the meeting by the holders of shares entitled to vote thereon
is required to approve the ratification of the Corporation's independent
accountants. Abstentions and broker non-votes are not counted in determining the
number of votes cast in connection with the ratification of the Corporation's
independent accountants.
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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers and any persons who own more than
10% of the Corporation's stock, to file reports of holdings and transactions in
Foster Wheeler Corporation stock with the SEC and the New York Stock Exchange.
Based on our records and other information, we believe that in 1999 our
directors and executive officers met all applicable SEC filing requirements,
except that Joseph J. Melone, a director, inadvertently did not file a Form 4
covering one purchase transaction but then reported the transaction on Form 5.
14
<PAGE>
ADDITIONAL INFORMATION
STOCKHOLDER PROPOSALS
Under the Amended By-Laws of the Corporation, stockholders who wish to
nominate persons for election to the Board of Directors must submit their
nominations to the Corporation no later than November 20, 2000 to be considered
at the 2001 Annual Meeting of Stockholders. Nominations must include certain
information concerning the nominee and the proponent's ownership of common stock
of the Corporation. Nominations not meeting these requirements will not be
entertained at the Annual Meeting. The Secretary of the Corporation should be
contacted in writing at the address on the first page of this Proxy Statement to
submit a nomination or to obtain additional information as to the proper form of
a nomination.
In addition, any other proposal by a stockholder intended to be
presented or for consideration at the 2001 Annual Meeting of Stockholders must
be received by the Secretary of the Corporation no later than November 20, 2000,
to be included in the proxy materials relating to that meeting. If timely notice
is not given of a stockholder proposal, then the proxies named on the proxy
cards distributed by the Corporation for the Annual Meeting may use the
discretionary voting authority granted them by the proxy cards if the proposal
is raised at the meeting, whether or not there is any discussion of the matter
in the Proxy Statement.
OTHER MATTERS
The Board of Directors of Foster Wheeler is not aware of any matters
that are expected to come before the Annual Meeting other than those referred to
in this Proxy Statement. If other matters should properly come before the
meeting, the persons named in the proxy intend to vote the proxies in accordance
with their best judgment.
PROXY SOLICITATION COSTS
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, or other telecommunications by officers and regular employees of the
Corporation who will receive no additional compensation therefor. In addition,
the Corporation has engaged Georgeson Shareholder Communications Inc. to solicit
proxies from brokers and nominees at a cost of $5,700 plus out-of-pocket
expenses. The Corporation will reimburse brokers and other nominees for their
expenses in forwarding solicitation material to beneficial owners.
By Order of the Board of Directors
/s/ LISA FRIES GARDNER
LISA FRIES GARDNER
VICE PRESIDENT AND SECRETARY
March 20, 2000
15
<PAGE>
Please mark
your votes as
indicated in / X /
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
ITEM 1 Election of Two Directors
Nominees are: Martha Clark Goss and John E. Stuart
FOR WITHHOLD AUTHORITY
/ / / /
ITEM 2 To ratify appointment of independent
accountants.
FOR AGAINST ABSTAIN
/ / / / / /
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK A
LINE THROUGH THE NOMINEE'S NAME.
In order to reduce the costs associated with producing and mailing the Annual
Report and Proxy Statement in future years, the Company is offering you the
opportunity to access its Proxy Statements, Annual Reports, Form 10-K's and
other communications (the "Documents") electronically via the Internet. You can
elect this option by checking the box below.
By checking this box, I consent to obtain future access of the Documents via the
Internet in lieu of receiving paper copies in the mail for any future
stockholder meeting until such consent is revoked. I understand that I may
revoke my consent at any time by contacting the Company's transfer agent,
ChaseMellon Shareholder Services at (800-851-9677) and that costs normally
associated with electronic access, such as usage and telephone charges, will be
my responsibility. / /
I WILL ATTEND THE ANNUAL MEETING. / /
SIGNATURE ____________________ SIGNATURE ___________________ DATE ______________
SIGNATURE(S) SHOULD BE EXACTLY AS NAME(S) APPEAR ON THIS PROXY. JOINT OWNERS
SHOULD EACH SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
- --------------------------------------------------------------------------------
o FOLD AND DETACH HERE o
ADMISSION TICKET
ANNUAL MEETING OF STOCKHOLDERS
OF
FOSTER WHEELER CORPORATION
FRIDAY, APRIL 28, 2000
10:30 A.M.
HUNTERDON HILLS PLAYHOUSE
88 ROUTE 173 WEST
HAMPTON, NEW JERSEY
- --------------------------------------------------------------------------------
INSTRUCTIONS
1. REVIEW AND COMPLETE THE PROXY CARD ABOVE; BE SURE TO SIGN AND DATE THE CARD.
2. DETACH AND RETURN THE SIGNED PROXY CARD IN THE ENCLOSED RETURN ENVELOPE.
3. IF YOU PLAN TO ATTEND THE MEETING, PLEASE RETAIN THIS ADMISSION TICKET AND
MARK THE APPROPRIATE BOX ON THE PROXY CARD. DIRECTIONS TO THE MEETING SITE
ARE SHOWN ON THE REVERSE SIDE. THIS TICKET ADMITS THE STOCKHOLDER(S) WHOSE
NAME(S) APPEARS ON IT.
- --------------------------------------------------------------------------------
YOU ARE URGED TO DATE AND SIGN THE ABOVE PROXY AND RETURN IT
PROMPTLY TO ENSURE A PROPER REPRESENTATION AT THIS MEETING.
<PAGE>
PROXY
FOSTER WHEELER CORPORATION
ANNUAL MEETING OF STOCKHOLDERS - FRIDAY, APRIL 28, 2000
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 Lisa Fries Gardner, each with full power
of substitution, to represent and to vote as designated on the reverse side, all
of the shares of common stock of Foster Wheeler Corporation held of record in
the name of the undersigned as of March 10, 2000, at the Annual Meeting of
Stockholders to be held at the Hunterdon Hills Playhouse, 88 Route 173 West,
Hampton, New Jersey at 10:30 a.m. on Friday, April 28, 2000 or any adjournments
thereof.
Please Vote on the reverse side hereof, 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 directions are given, this Proxy
will be voted for Items 1 and 2.
(Continued, and to be signed and dated, on the other side)
- --------------------------------------------------------------------------------
o FOLD AND DETACH HERE o
DIRECTIONS TO THE HUNTERDON HILLS PLAYHOUSE
88 ROUTE 173 WEST, HAMPTON, NJ 08827
1-800-447-7313
FROM I-78 WEST: Take Exit 12. Coming off of ramp make a left onto Route 173. Go
through traffic light and travel approximately 1/2 mile. Hunterdon Hills
Playhouse is on your right.
FROM I-287 NORTH TO SOUTH: Follow Route 287 South to Exit 21B (Clinton) which
will be Route 78 West. Follow the directions from I-78 West above.
FROM I-287 SOUTH TO NORTH: Take Route 287 North and follow signs for I-78 West,
then follow directions from I-78 West above.
FROM LIVINGSTON - FLORHAM PARK AREA: Take Route 24 West to the end (staying
left) and ~follow signs to I-287 South-Somerville, then follow directions from
Route I-287 North to South above.
FROM NEWARK AIRPORT: Follow signs to I-78 West. Take I-78 West for approximately
45 miles to Exit 12 and follow the directions from I-78 West above.
FROM THE HOLLAND TUNNEL: From the Holland Tunnel stay to the extreme right and
take the New Jersey Turnpike extension to Exit 14. Take I-78 West and follow the
directions from I-78 West above.
FROM THE LINCOLN TUNNEL: From the Lincoln Tunnel take the New Jersey Turnpike
(I-95) South to Exit 14. Take I-78 West and follow the directions from I-78 West
above.
FROM GARDEN STATE PARKWAY NORTH OR SOUTH: Take the Garden State Parkway to Exit
142. Follow signs for I-78 West, then follow directions from I-78 West above.
FROM ALLENTOWN AND EASTON, PA: Take Route 22 East and go over the Phillipsburg
Bridge, stay on Route 22 through Phillipsburg bearing right on Route 22 to I-78
East. Stay on I-78 East to Exit 12. Make a left turn at the end of the ramp, go
to the traffic light and turn left. Make a left turn at the first light onto
Route 173 and go approximately 1/2 mile. The Hunterdon Hills Playhouse is on
your right.
THIS TICKET IS NOT TRANSFERABLE
