<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
GREINER ENGINEERING, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
GREINER ENGINEERING, INC.
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rules 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[GREINER LOGO]
GREINER ENGINEERING, INC.
909 EAST LAS COLINAS BOULEVARD
SUITE 1900
IRVING, TEXAS 75039
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF
GREINER ENGINEERING, INC.
TO BE HELD MAY 8, 1995
To the Stockholders of Greiner Engineering, Inc.:
NOTICE is hereby given that the Annual Meeting of the Stockholders of
Greiner Engineering, Inc., a Nevada corporation (the "Company"), will be held
at The Doubletree at Park West Hotel, LBJ Freeway and Luna Road, Dallas, Texas,
at 11:00 a.m. on Monday, May 8, 1995. The meeting will be held for the
following purposes:
(1) To elect a Board of Directors to hold office until the next
meeting and until their successors are elected;
(2) To approve an amendment to the Company's 1991 Stock Option
Plan to increase by 250,000 shares the number of shares of
Common Stock with respect to which options may be granted
under such Plan; and
(3) To transact such other business as may be properly brought
before the meeting.
The record date for the determination of stockholders entitled to
notice of and to vote at the meeting is March 17, 1995.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE
MEETING.
By Order of the Board of Directors
MELISSA K. HOLDER
Corporate Secretary
March 31, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE
SIGN AND RETURN THE ACCOMPANYING PROXY WITHOUT DELAY IN THE ENCLOSED POSTAGE
PREPAID ENVELOPE. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO
VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING.
<PAGE> 3
GREINER ENGINEERING, INC.
909 East Las Colinas Boulevard
Suite 1900
Irving, Texas 75039
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Greiner Engineering, Inc. (the "Company")
of proxies to be used at the Annual Meeting of Stockholders (the "Annual
Meeting") of the Company to be held at 11:00 a.m. on Monday, May 8, 1995 at The
Doubletree at Park West Hotel, LBJ Freeway and Luna Road, Dallas, Texas. A
copy of the Company's Annual Report for 1994 is being furnished with this Proxy
Statement. The Annual Report does not constitute any part of the material for
solicitation of proxies.
This Proxy Statement and an accompanying form of proxy will first be sent
to stockholders on or about March 31, 1995.
A stockholder executing and returning a proxy in the accompanying form has
the power to revoke it by giving written notice of revocation to the Secretary
of the Company at its principal executive offices at any time before the proxy
is voted, or by executing and delivering a later-dated proxy, or by attending
the Annual Meeting and voting his or her shares in person. All proxies
properly executed and returned to the Company, and not revoked, will be voted
at the meeting.
As of March 17, 1995, the record date for determining stockholders eligible
to vote at the Annual Meeting, there were 4,825,734 shares of Common Stock, par
value $.50 per share (the "Common Stock"), issued and outstanding. Each share
is entitled to one vote on each matter to be voted upon. The Company's
Restated Articles of Incorporation expressly provide that there shall not be
cumulative voting for the election of directors.
Each person known to management to be the beneficial owner of more than 5%
of the outstanding Common Stock of the Company at February 8, 1995, is listed
below.
<TABLE>
<CAPTION>
PERCENT OF
NO. OF OUTSTANDING
STOCKHOLDER ADDRESS SHARES SHARES
----------- ------- ------ ------------
<S> <C> <C> <C>
The Greiner Engineering, Inc. Performance 909 East Las Colinas Boulevard, 886,929(1) 18.38%
Plan and Employee Stock Ownership Trust Suite 1900
Irving, Texas 75039
William H. Bowen 5646 Milton Street, Suite 900 369,289(2) 7.65%
Dallas, Texas 75206
Brinson Partners, Inc. 209 South LaSalle 366,400(3) 7.59%
Chicago, Illinois 60604-1295
Dimensional Fund Advisors Inc. 1299 Ocean Avenue, 11th Floor 321,971(4) 6.67%
Santa Monica, CA 90401
Weiss, Peck & Greer One New York Plaza 317,700(5) 6.58%
New York, New York 10004
--------------------------------------------
</TABLE>
(1) Pursuant to the terms of The Performance Plan and Employee Stock
Ownership Plan of Greiner Engineering, Inc. (the "Performance Plan"),
the participants in the Performance Plan will have an opportunity to
vote 886,929 shares. The Trustees of the Performance Plan are Carole
A. Chaney, Arnold M. Davidson, Katherine L. Gardner, Thomas D.
Jenkins, Chad L. Mitchell, and Robert J. Vensas.
(2) Includes 7,200 shares held in trust to which Mr. Bowen has expressly
disclaimed beneficial ownership.
(3) Includes 216,616 shares held by Brinson Trust Company, its
wholly-owned subsidiary.
(4) These shares are held by registered investment companies or investment
vehicles for qualified employee benefit plans for which Dimensional
Fund Advisors Inc. ("DFA") serves as investment manager. In the
Schedule 13G filed with the Company, DFA has expressly disclaimed
beneficial ownership of such shares.
(5) In the Schedule 13G filed with the Company, Weiss, Peck & Greer has
expressly disclaimed beneficial ownership of such shares.
1
<PAGE> 4
Abstentions and broker nonvotes will be counted for purposes of
determining the presence or absence of a quorum for the transaction of
business. Abstentions are counted in tabulations of the votes cast on
proposals to stockholders to determine the total number of votes cast but are
not counted as votes for or against any such proposals. Broker nonvotes are
not counted as votes cast for purposes of determining whether a proposal has
been approved and will have no effect on the outcome of the election of
directors.
ELECTION OF DIRECTORS
Pursuant to the authority granted in the Company's Restated Articles
of Incorporation and Bylaws, the Board has determined that six directors shall
be elected at the Annual Meeting for the ensuing year. Such directors are to
be elected to serve until the next annual meeting and until their successors
are elected. The Company's Restated Articles of Incorporation and Bylaws grant
to the directors the authority to fix the number of directors and, accordingly,
the Board is not soliciting stockholder approval with respect thereto. The
persons named as proxies in the accompanying form of proxy have advised the
Company that they intend, at the meeting, to vote the shares covered by proxies
for the election of the hereinafter designated nominees. If, by reason of
death or other unexpected occurrence, any one or more of the nominees should
for any reason become unavailable for election, the persons named as proxies in
the accompanying form of proxy may vote for the election of such substitute
nominees, and for such term or terms, as the management may propose. All of
the nominees were elected to the Board of Directors at the last Annual Meeting,
except for Patrick M. Sullivan, who was nominated by the Board in January
1995.
NOMINEES
The nominees for directors of the Company, their ages, the period they
have served as directors, the number of shares of Common Stock that they
beneficially owned, directly or indirectly, and the percentage of the Company's
outstanding Common Stock, at February 8, 1995 are shown below. Unless
indicated otherwise, beneficial ownership includes both sole voting and sole
investment power.
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
DIRECTOR COMMON OUTSTANDING
DIRECTOR AGE SINCE STOCK SHARES
-------- --- --------- ----------- ------------
<S> <C> <C> <C> <C>
William H. Bowen . . . . . . . . . . . . . 78 1982 362,089(1) 7.50%
Larry J. Cain . . . . . . . . . . . . . . . 57 1992 -0- 0%
Frank T. Callahan . . . . . . . . . . . . . 66 1984 30,365(2) .63%
Russell Cleveland . . . . . . . . . . . . . 56 1983 42,790 .89%
William E. Guthner, Jr. . . . . . . . . . . 63 1969 2,290 .05%
Patrick M. Sullivan . . . . . . . . . . . 51 (5) 53,729(3) 1.11%
All directors and executive officers as
a group (17 persons) . . . . . . . . . . 654,851(4) 13.57%
</TABLE>
____________________________________________
(1) Includes 282,673 shares owned by Mr. Bowen personally; 21,374 shares
owned by Camway, Inc., a corporation controlled by Mr. Bowen; and
58,042 shares owned by Mr. Bowen's wife, Bebe D. Bowen. Does not
include 7,200 shares held in trust to which Mr. Bowen has expressly
disclaimed beneficial ownership.
(2) Includes 10,450 shares of exercisable stock options and 12,315 shares
held by the Trust for the Performance Plan in an account for Mr.
Callahan.
(3) Includes 52,585 shares owned by Dr. Sullivan's wife, Patricia B.
Sullivan, and 1,144 shares owned by Grayson, Inc., a corporation in
which Dr. Sullivan is an officer, director, and majority shareholder.
(4) Includes 78,750 shares of exercisable stock options and 60,757 shares
held by the Trust for the Performance Plan in accounts for such
officers.
(5) Mr. Sullivan is a first-time nominee.
2
<PAGE> 5
The present principal occupations and other biographical information
with respect to the Company's nominees for directors are hereinafter set forth.
William H. Bowen has been a Director of the Company since 1982. He
served as Chairman of the Board of the Company from May 1985 until June 1992.
Mr. Bowen is also Chairman of the Board and President of GARVON, Inc., a
private investment company, a position he has held since 1971. He is a
graduate of the University of Chicago and the Harvard Law School.
Larry J. Cain has been a Director of the Company since 1992. He
currently serves as President of the Commercial Division of Hillwood
Development Corporation and President of the National Transportation Authority
Corporation (NTAC), a company formed by Hillwood Development Corporation in
1990. NTAC is also in a partnership with a subsidiary of the Company in
pursuing transportation privatization opportunities. Mr. Cain is General
Manager of that partnership. He is a graduate of the University of
Missouri/Rolla with a degree in civil engineering and is a registered
professional engineer.
Frank T. Callahan has served as Chief Executive Officer since May
1984. He has been a Director since 1984 and Chairman of the Board since July
1992. He served as President from December 1983 to July 1992. Mr. Callahan
has been employed by Greiner for over 45 years and is a registered professional
engineer. He graduated from the University of Notre Dame with a degree in
civil engineering.
Russell Cleveland has been a Director of the Company since 1983. He
is President of the Renaissance Capital Group, Inc.; Renaissance Capital
Partners, Ltd.; Renaissance Capital Partners, II, Ltd., and Renaissance Capital
Growth and Income Fund III, Inc., which are investment partnerships. In
addition, Mr. Cleveland serves on the Board of Directors of Global
Environmental Corp.; UNICO, Inc.; Biopharmaceutics, Inc.; and International
Movie Group, Inc. He is a graduate of the University of Pennsylvania and the
Wharton School of Finance and Commerce.
William E. Guthner, Jr. has been a Director of the Company since 1969.
He has been a Partner of Nossaman, Guthner, Knox & Elliott, attorneys at law,
Los Angeles, California, since 1965. Mr. Guthner is a graduate of Northwestern
University and the University of Michigan Law School.
Patrick M. Sullivan is a first-time nominee for Director of the
Company. Since 1992, Dr. Sullivan has served as President of Caribbean Marine,
Inc., a privately held diversified operating company. He has also served as a
director for this company, or its predecessors since 1979. Dr. Sullivan is a
son-in-law of William H. Bowen, a Director of the Company. He has a degree in
chemistry from St. Louis University and is also a graduate of the Stanford
University School of Medicine.
Based solely on the Company's review of Forms 3, 4, and 5 and
amendments thereto furnished to the Company pursuant to Rule 16a-3(e) under the
Securities Exchange Act of 1934, as amended (the "Act"), covering the period
from January 1, 1994 through December 31, 1994, the Company believes that its
officers, directors, and ten percent stockholders complied with all applicable
filing requirements under Section 16 of the Act.
The favorable vote of the holders of a majority of the outstanding
shares of Common Stock present at the Annual Meeting in person or by proxy is
required for election of each director.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE FOR
THE BOARD OF DIRECTORS.
1994 MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors held three regularly scheduled
meetings, with all current members of the Board attending.
3
<PAGE> 6
DIRECTORS' FEES
All nonemployee directors of the Company receive $1,000 per month for
their services as directors and are also reimbursed for reasonable travel
expenses incurred in attending Board and committee meetings. Non-employee
Executive Committee members also receive $1,000 per month for their services on
this committee. In addition, non-employee Directors receive $1,000 for each
Board meeting attended, $250 for each partial-day committee meeting attended,
and $500 for each full-day or Executive Committee meeting attended. In
addition, non-employee Directors received $1,500 in connection with a Board
meeting held in Hong Kong.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors has standing Audit, Nominating,
Compensation, and Executive Committees.
AUDIT COMMITTEE
The Company has an Audit Committee consisting of two members appointed
annually by the Board of Directors from those directors who are neither
officers nor employees of the Company or its subsidiaries. The members of the
Audit Committee during 1994 were William E. Guthner, Jr. (Chairman) and Larry
J. Cain. The Audit Committee reviews the Company's audited financial
statements and considers and recommends the employment of, and approves the fee
arrangement with, the Company's independent public accountants. The Audit
Committee met twice during 1994, once with all members attending, and once
without Mr. Cain.
NOMINATING COMMITTEE
The Company has a Nominating Committee consisting of two members
appointed annually by the Board of Directors. The members of the Nominating
Committee during 1994 were William H. Bowen (Chairman) and William E. Guthner,
Jr. The Nominating Committee has the responsibility for recommending the
Board's slate of directors, which may include proposed new directors who would
replace existing directors or become additional directors. The Nominating
Committee met once during 1994, with both members attending.
The Nominating Committee will consider nominees recommended by the
Company's stockholders provided that such recommendations are accompanied by
information sufficient to enable the Nominating Committee to evaluate the
qualifications of the nominee. Stockholders wishing to recommend nominees
should do so in a written communication addressed to the Nominating Committee,
care of Melissa K. Holder, Corporate Secretary of the Company, at the Company's
principal office, at 909 E. Las Colinas Boulevard, Suite 1900, Irving, Texas
75039. Such recommendations must be submitted no later than the first day of
December preceding the annual meeting of stockholders.
COMPENSATION COMMITTEE
The Company has a Compensation Committee consisting of three members
appointed annually by the Board of Directors. Such Committee has the
responsibility of reviewing and making recommendations with respect to
compensation and benefit programs for the Company's employees. The members of
the Compensation Committee are Russell Cleveland (Chairman), William H. Bowen,
and Larry J. Cain. The Committee met once during 1994, with all members
attending.
EXECUTIVE COMMITTEE
The Company has an Executive Committee consisting of three members
appointed annually by the Board of Directors. The members of the Executive
Committee are William H. Bowen (Chairman), Russell Cleveland, and Frank T.
Callahan. The Committee has the responsibility of maintaining close contact
with the operational management of the Company and advising management of the
Company on behalf of the Board in such matters as are appropriate in the
interest of timeliness. The Committee is required to report to the entire
Board on a regular basis. The Committee held four meetings in 1994, with all
members attending.
4
<PAGE> 7
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is charged with
the responsibility of reviewing and making recommendations with respect to
compensation and benefit programs for the Company and its executives. With
regard to executive compensation, it is the philosophy of the Greiner
organization to provide a program which encourages continuous improvements in
our ability to provide quality services for our clients while achieving a level
of financial performance that exceeds the average of our industry peer group
for our stockholders, employees, and the ongoing needs of the Company. The
Company's program is designed to link all compensation for executives to the
achievement of the Company's immediate and long-term business performance and
goals.
The primary elements of this program are Base Salary, Cash Incentive
Compensation, Stock Options, and participation in standard company benefit
programs such as health and disability insurance and 401(k)/ESOP which are
available to all employees. No single element of compensation is awarded
without consideration of the potential total compensation to be paid for the
designated position.
Base Salary ranges are established for each position, based on the
duties and level of responsibility held, taking into account "market
ranges/rates" for specific positions, verified against similar or like duties
and responsibilities that exist within the market and industry (our industry is
defined as the professional service firms providing engineering and
architectural consulting services). Once ranges are established, factors such
as local cost- of-living differences or the movement of the consumer price
index have only minor impact on changes to the person's base compensation.
Adjustments to base compensation are made based upon assigned responsibility
and performance and are measured against successful attainment of specific
goals and objectives of the Company and individual employees.
The Company believes that Cash Incentive Compensation plays a strong
role in stimulating management actions aimed at achievement of Company profit
goals. Acceptable profit levels shall be determined by the Board of Directors
in consultation with the Compensation Committee and with management of the
Company. Overall economic conditions, the markets for the Company's services,
and other factors may be taken into consideration when determining such profit
levels. Currently, a minimum level of profit (before taxes and incentives)
equal to six percent of net revenue is necessary to generate a contribution
pool for this plan.
If a cash incentive pool is generated, it is distributed to executives
upon consideration of individual attainment of Company objectives and upon
review of all aspects of the individual's total compensation package. All such
awards are reviewed and approved by this Compensation Committee.
Stock Options are awarded to executives in order to encourage future
management actions aimed at improving the Company's sales efforts, client
service quality, and Company profitability. If the Company is successful in
improving these areas, it is anticipated that these actions will generate a
positive impact on the value of the Company's stock for stockholders, and the
individuals will be given the opportunity to share in the increased value that
results from their efforts. Specific awards of options are based on the
individual's ability to impact company-wide performance and with consideration
of the total compensation appropriate for the position.
In establishing Mr. Callahan's compensation levels, consideration was
given to his individual performance level relative to his role as Chief
Executive Officer and as Chairman of the Board, as well as the progress made in
meeting strategic company objectives. Based on the philosophy of providing a
competitive total compensation package, Mr. Callahan's duties and
responsibility, actual performance results, and the overall profitability of
the Company were evaluated and compared to industry norms to determine the
total compensation paid.
Amounts paid or accrued for fiscal 1994 under these plans for the
Chief Executive Officer and four highest-paid executive officers are presented
in the following tables. No member of this committee is a former or current
officer or employee of the Company or any of its subsidiaries.
Compensation Committee
William H. Bowen
Larry J. Cain
Russell Cleveland
5
<PAGE> 8
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows all cash compensation paid by the Company or
any of its subsidiaries during the fiscal years indicated to the Chief
Executive Officer and the four highest-paid executive officers of the Company
in 1994 in all capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------ ----------------------------------
AWARDS PAYOUTS
---------------- ---------
LONG-
OTHER TERM
NAME ANNUAL RESTRICTED NO. OF INCEN- ALL OTHER
AND PRINCIPAL FISCAL COMPEN- STOCK OPTIONS/ TIVE COMPEN-
POSITION YEAR SALARY BONUS SATION AWARDS SARS PAYOUTS SATION
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Frank T. Callahan, 1994 $165,000 $24,000 - - 15,000 - $ 8,096(A)
Chairman of the 1993 164,500 70,000 - - 5,000 - 16,754
Board and Chief 1992 143,100 60,000 - - 7,500 - 16,451
Executive Officer
Mark S. Anderson 1994 130,000 11,000 - - 4,000 - 7,171(B)
Operations Director 1993 129,100 35,000 - - 3,000 - 9,536
1992 109,300 30,000 - - 3,500 - 8,417
Robert L. Costello 1994 129,600 24,000 - - 20,000 - 13,807(C)
(F) 1993 109,800 38,000 - - 5,000 - 10,004
President and 1992 95,800 30,000 - - 3,500 - 10,194
Chief Operating
Officer
Richard L. Haury 1994 117,000 13,000 - - 4,000 - 41,523(D)
Division Director, 1993 116,700 35,000 - - 3,000 - 12,051
Air/Marine 1992 112,100 30,000 - - 3,500 - 8,096
Transportation
T. Wallace Hawkes, 1994 117,000 10,000 - - 4,000 - 5,685(E)
Division Director, 1993 116,000 45,000 - - 3,000 - 16,766
Surface 1992 101,700 40,000 - - 4,000 - 13,277
Transportation
</TABLE>
(A) "All Other Compensation" for the 1994 fiscal year for Mr. Callahan
includes the following items: $937 - Company contribution to defined
contribution plan; $1,013 - for company-paid life insurance; $1,727 -
for company-paid executive medical plan; and $4,419 - cash out of
accrued vacation time.
(B) "All Other Compensation" for Mr. Anderson for the 1994 fiscal year
includes the following items: $4,023 - Company contribution to
defined contribution plan; $263 - for company-paid life insurance; and
$2,885 - for company-paid executive medical plan.
(C) "All Other Compensation" for Mr. Costello for the 1994 fiscal year
includes the following items: $4,023 - Company contribution to defined
contribution plan; $263 - for company-paid life insurance; $2,798 for
company-paid executive medical plan; and $6,723 - cash out of accrued
vacation time.
(D) "All Other Compensation" for Mr. Haury for the 1994 fiscal year
includes the following items: $4,023 - Company contribution to defined
contribution plan; $584 for company-paid life insurance; $35,003 for
relocation expenses; and $1,913 - for company-paid executive medical
plan.
(E) "All Other Compensation" for Mr. Hawkes for the 1994 fiscal year
includes the following items: $4,023 - Company contribution to
defined contribution plan; $519 - for company-paid life insurance; and
$1,143 - for company-paid executive medical plan.
(F) Mr. Costello was appointed President and Chief Operating Officer in
February 1994. He previously served as Executive Vice President and
Chief Financial and Administrative Officer.
6
<PAGE> 9
Beneficial Ownership of Stock
The following table summarizes the number of shares of Common Stock
that the Chief Executive Officer and the four highest-paid executive officers
of the Company beneficially owned, directly or indirectly, and the percentage
thereto of the Company's outstanding Common Stock, at February 8, 1995:
<TABLE>
<CAPTION>
PERCENT OF
SHARES OF OUTSTANDING
NAME COMMON STOCK SHARES
-------------------- -------------- -------------
<S> <C> <C>
Frank T. Callahan 30,365(A) .63%
Mark S. Anderson 25,065(B) .52%
Robert L. Costello 18,360(C) .38%
Richard L. Haury 16,453(D) .34%
T. Wallace Hawkes 10,992(E) .23%
</TABLE>
____________________________________________
(A) Includes 10,450 shares of exercisable stock options and 12,315 shares
held by the Trust for the Performance Plan in an account for Mr.
Callahan.
(B) Includes 9,400 shares of exercisable stock options and 2,591 shares
held by the Trust for the Performance Plan in an account for Mr.
Anderson.
(C) Includes 8,600 shares of exercisable stock options and 3,449 shares
held by the Trust for the Performance Plan in an account for Mr.
Costello.
(D) Includes 8,000 shares of exercisable stock options and 5,639 shares
held by the Trust for the Performance Plan in an account for Mr.
Haury.
(E) Includes 8,400 shares of exercisable stock options and 2,592 shares
held by the Trust for the Performance Plan in an account for Mr.
Hawkes.
7
<PAGE> 10
STOCK OPTIONS
The following table contains information concerning the grant of stock
options made during fiscal 1994 under the Company's 1991 Stock Option Plan to
the named executive officers:
OPTION GRANTS IN LAST FISCAL YEAR (A)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE OF ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
OPTION TERM (B)
------------------------------------------------- --------------------
% OF TOTAL
NO. OF OPTIONS EXERCISE
OPTIONS GRANTED TO PRICE
NAME GRANTED EMPLOYEES IN (PER EXPIRATION
(C) (D) FISCAL YEAR SHARE) DATE 5% 10%
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Frank T. Callahan . . . . . . . . 15,000 13.0% $13.375 05/09/99 $55,429 $122,484
Mark S. Anderson . . . . . . . . 4,000 3.5% 13.375 05/09/99 14,781 32,662
Robert L. Costello . . . . . . . 20,000 17.4% 13.375 05/09/99 73,905 163,311
Richard L. Haury . . . . . . . . 4,000 3.5% 13.375 05/09/99 14,781 32,662
T. Wallace Hawkes . . . . . . . . 4,000 3.5% 13.375 05/09/99 14,781 32,662
</TABLE>
____________________________________________
(A) No SARs were granted to any of the named executives during the last
fiscal year.
(B) Potential realizable value illustrates what might be realized upon
exercise of options at assumed compounded rates of appreciation. The
actual value, if any, will depend on the excess of market value over
option price on the date stock is sold after it is exercised.
(C) Options granted in 1994 are 30% exercisable one year from date of
grant, with an additional 30% exercisable two years from date of grant
and the remaining 40% exercisable three years from date of grant for
all options except Mr. Callahan's, which are exercisable as follows:
30% two years from grant; 35% three years from grant; and 35% four
years from grant; and Mr. Costello's, which are exercisable as
follows: 20% one year from grant, 20% two years from grant; 30% three
years from grant; and 30% four years from grant.
(D) All options were granted for a term of five years, subject to earlier
termination in certain events.
8
<PAGE> 11
OPTION/SAR EXERCISES AND HOLDINGS
The following table sets forth information, with respect to the named
executive officers, concerning the exercise of options during the last fiscal
year and unexercised options held as of the end of the fiscal year.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR-END FISCAL YEAR-END (A)
----------------------------- --------------------------
NO. OF SHARES
ACQUIRED VALUE
ON REALIZED
NAME EXERCISE (B) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Frank T. Callahan . . . . 0 $ 0 23,950 45,550 $ 0 $ 0
Mark S. Anderson . . . . 0 0 11,553 11,500 0 0
Robert L. Costello . . . 0 0 21,933 40,900 0 0
Richard L. Haury . . . . 0 0 14,667 16,500 0 0
T. Wallace Hawkes . . . . 0 0 13,467 16,700 0 0
</TABLE>
---------------------
(A) Market value of underlying securities at December 31, 1994, minus the
exercise price.
(B) Market value of underlying securities on date of
exercise, minus the exercise price.
PERFORMANCE GRAPH
COMPARISON OF SEVEN-YEAR CUMULATIVE TOTAL RETURN
AMONG GREINER ENGINEERING, INC., S&P 500 AND PEER GROUP (1), (2)
<TABLE>
<CAPTION> FISCAL YEAR ENDING
---------------------------------------------------------------------------------------
Company 1987 1988 1989 1990 1991 1992 1993 1994
----------------------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Greiner Engineering Inc. . . . . 100 141.00 278.00 243.00 281.00 315.00 250.00 195.00
Peer Group . . . . . . . . . . . 100 97.00 120.00 188.00 277.00 283.00 232.00 168.00
Broad Market . . . . . . . . . . 100 117.00 154.00 149.00 194.00 209.00 230.00 233.00
</TABLE>
---------------------
(1) The above graph compares the performance of Greiner Engineering, Inc.
with that of the S&P 500 Composite Index and the weighted performance
of a peer group of similar engineering companies. It should be noted
that many of the companies which provide services similar to the
Company's are privately held and therefore are not included in this
comparison. The peer index of publicly held companies is comprised of
the Company and: ICF International, Jacobs Engineering Group, Inc.,
Michael Baker Corporation, STV Group, Inc. and URS Corporation.
Information on ICF International is available for 1989-1994 only;
however, the Company felt it was important to include ICF in the
comparison because of the similar nature of their business.
(2) The comparison of total return on investment (change in year-end stock
price plus reinvested dividends) as of December 31 for each of the
periods assumes that $100 was invested on December 31, 1987 in each of
Greiner Engineering, Inc., the S&P 500 Composite Index and the peer
group, with investment weighted by relative market capitalization.
9
<PAGE> 12
PROPOSAL TO AMEND THE COMPANY'S 1991 STOCK OPTION PLAN
PROPOSED AMENDMENT
The Board of Directors has approved, subject to the approval of the
stockholders of the Company, an amendment of the Company's 1991 Stock Option
Plan ("1991 Plan") to increase by 250,000 to a total of 650,000, the number of
shares of Common Stock which may be sold upon exercise of stock options granted
under such Plan. The Board of Directors believes that the Plan is a
significant part of the Company's total compensation plan. As of February 8,
1995 and absent approval of this Proposal, there were only 4,350 shares
remaining available for issuance upon exercise of stock options granted under
the 1991 Plan. The Board of Directors believes that in order to continue the
effectiveness of the 1991 Plan in achieving the objectives discussed below, it
would be desirable to increase by 250,000 shares, the number of shares which
may be issued upon the exercise of stock options granted under the 1991 Plan.
DESCRIPTION OF 1991 PLAN
The Company has an objective to attract and retain outstanding
individuals as officers and employees, to stimulate the active interest of
these persons in the development and financial success of the Company and to
encourage the sense of proprietorship among such individuals. To meet this
objective, the Company established the 1991 Plan, which was approved by
stockholders on May 13, 1991 to be effective from April 24, 1991 to April 23,
2001. Options under the 1991 Plan are intended to be Incentive Stock Options
within the meaning of the Internal Revenue Code of 1986, as amended (the
"Code"). Therefore, options must be granted at an exercise price that is not
less than the fair market value of the Common Stock on the date of grant, and
the option period cannot exceed ten years. Persons eligible to participate
include officers and key employees of the Company or any of its subsidiaries.
Recipients of options under the 1991 Plan are determined by the Compensation
Committee of the Board of Directors, who administers the 1991 Plan. Currently
there are 116 employees who participate in the 1991 Plan. Options become
exercisable in amounts not to exceed (a) 33-1/3% of the number of shares
subject to option following one year of continued employment after date of
grant, and (b) 66-2/3% of the number of shares subject to option following two
years of continued employment. The exercise price of the options is payable in
cash, or, at the discretion of the Compensation Committee, in shares of the
Company's Common Stock theretofore owned by the optionees.
At this time it is not determinable what future options will be
granted to any individuals.
A copy of the 1991 Plan and the proposed amendment thereto are
attached as Appendix A.
FEDERAL INCOME TAX CONSEQUENCES
The following is a general overview of the Company's understanding of
the federal income tax consequences of options issued under the 1991 Plan. The
Internal Revenue Service has not published complete guidance on all issues
discussed below, and optionees should consult their personal tax advisors as to
the tax effects of any particular transaction in their individual case.
An incentive stock option, i.e., a stock option that is qualified
under Section 425 of the Code (an "Incentive Stock Option"), will not result in
any taxable income to the optionee when it is granted or timely exercised under
the 1991 Plan.
If the optioned stock is held more than two years from the date of
grant of the option and more than one year after the transfer of the stock to
the optionee, the optionee will be taxed on any gain on the sale of such stock
as a long-term capital gain or recognize any loss as a long-term capital loss.
If Common Stock acquired through the exercise of an Incentive Stock Option is
sold, exchanged or otherwise disposed of before the end of the required holding
periods, the optionee will ordinarily realize ordinary income in the year of
the disposition in an amount equal to the excess of the fair market value of
the stock at the time of exercise over the option price.
Alternative minimum taxable income generally must be increased at the
date of exercise by an amount equal to the difference between the fair market
value of the stock at the date of exercise and the option price, and for
purposes of the alternative minimum tax only, this difference is added to the
basis of the stock acquired. Any alternative minimum tax resulting from this
adjustment will generate an alternative minimum tax credit which may reduce the
regular tax liability in subsequent years.
10
<PAGE> 13
If stock acquired by the exercise of an Incentive Stock Option is
disposed of in the same year the option is exercised, and the amount realized
is less than the stock's fair market value at the time of exercise, the amount
includable in alternative minimum taxable income does not exceed the excess of
the amount realized on the sale or exchange of the stock over the taxpayer's
basis in the stock.
Under Section 1036 of the Code, if shares of Common Stock previously
owned by the optionee are transferred in payment of the option price under an
Incentive Stock Option, generally no gain or loss will be recognized on the
surrender of such shares to the extent the fair market value of the shares
received equals the fair market value of the shares surrendered. In a similar
fact situation, the IRS has ruled that the shares received in such an equal
exchange will have the same tax basis and holding period as the shares
surrendered; and any additional shares received will have a zero basis and
their holding period will commence on the transfer date. The spread at the
time of exercise will not be subject to tax if the holding period and other
requirements for an Incentive Stock Option are satisfied. However, if any
shares transferred in payment of the option price under an Incentive Stock
Option were previously acquired by the optionee on the exercise of an Incentive
Stock Option and were held for less than the necessary holding period, then
Section 1036 would not be available. As a result, the optionee would realize
income on the surrender of such shares in payment of the option price.
The Company will not be entitled to any deduction upon the grant or
exercise of any Incentive Stock Option. To the extent that an employee
recognizes ordinary income in the circumstances described above, the Company
would be entitled to a corresponding deduction, provided, among other things,
that such income meets the test of reasonableness and is an ordinary and
necessary business expense.
The favorable vote of the holders of a majority of the outstanding
shares of Common Stock present at the Annual Meeting in person or by proxy is
required to approve the proposed amendment to the 1991 Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THIS
PROPOSAL TO AMEND THE COMPANY'S 1991 STOCK OPTION PLAN.
INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company appointed the firm of Price
Waterhouse LLP to act as auditors for calendar year 1994. A representative of
Price Waterhouse is expected to be present at the meeting and available to
respond to appropriate questions and, although it has been indicated that no
statement will be made, an opportunity for a statement will be provided.
The Company has not selected an independent accountant for 1995 as its
policy is for the Board of Directors to do so after the Annual Meeting each
year.
The reports of Price Waterhouse LLP on the Company's financial
statements for each of three years in the period ended December 31, 1994
contained unqualified opinions.
STOCKHOLDER PROPOSALS
Stockholders wishing to bring matters to the attention of the Board of
Directors for consideration at the 1996 Annual Meeting must notify the Company
at least one hundred twenty days prior to the comparable date that it mailed
the notice for the 1995 Annual Meeting. It is anticipated that this deadline
will be December 1, 1995.
OTHER MATTERS
At the time of mailing this Proxy Statement, the Company was not aware
of any matter not referred to in the form of proxy that would be presented for
action at the meeting. If, however, any other business shall properly come
before the meeting, it is intended that the shares represented by proxies will
be voted with respect thereto in accordance with the judgment of the person
voting them.
11
<PAGE> 14
EXPENSES
The entire expense of preparing, assembling, printing, and mailing the
proxies and the material used in solicitation of proxies will be borne by the
Company. The Company may reimburse brokerage houses, custodians, nominees, and
fiduciaries for their expenses in forwarding proxies and proxy material to
their principals.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
MELISSA K. HOLDER
Corporate Secretary
March 31, 1995
12
<PAGE> 15
Appendix A
1991 STOCK OPTION PLAN
OF
GREINER ENGINEERING, INC.
1. Purpose. This 1991 Stock Option Plan (the "1991 Plan") is
intended as an employment incentive to officers and key employees of Greiner
Engineering, Inc. (the "Company") or any of its subsidiaries to attract new
employees whose services are considered unusually valuable, to encourage the
sense of proprietorship of such persons and to stimulate the active interest of
such persons in the development and financial success of the Company.
2. Administration. The 1991 Plan shall be administered by the
Compensation Committee of the Board of Directors (the "Committee"). No member
of such Committee shall be eligible to receive stock options under the 1991
Plan ("Options") or stock or stock options under any other plan of the Company
while serving on the Committee. The Options granted under this 1991 Plan are
intended to be incentive stock options ("ISO's") within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended, (the "Code"). The
Committee shall have power and authority to designate participants, to
determine the terms and provisions of respective option agreements (which need
not be identical) and to interpret the provisions and supervise the
administration of the 1991 Plan. All decisions and selections made by the
Committee pursuant to the provisions of the 1991 Plan shall be made by a
majority of its members. Any decision reduced to writing and signed by all of
the members shall be fully effective as if it had been made by a majority at a
meeting duly held. Members of the Committee may participate in a meeting by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other. The
Committee shall have the authority, exercisable in its sole discretion, to
grant various forms of Options containing such terms and conditions consistent
with the provisions of this 1991 Plan, as the Committee shall determine,
including the authority to grant in its discretion to the holder of an
outstanding Option, in exchange for the surrender and cancellation of such
Option, a new Option having a purchase price lower than provided in the Option
so surrendered and cancelled and containing such other terms and conditions as
the Committee may prescribe in accordance with the provisions of the 1991 Plan.
3. Designations of Participants. The persons eligible for
participating in the 1991 Plan as recipients of Options shall include only
officers or key employees of the Company or any of its subsidiaries. An
employee who has been granted an Option hereunder may be granted an additional
Option or Options, if the Committee shall so determine. For ISO's granted
after December 31, 1986, the aggregate fair market value (determined as of the
time an option is granted) of the stock with respect to which such ISO's are
exercisable for the first time by an optionee during any calendar year (under
this 1991 Plan and any other plans of the Company) shall not exceed $100,000.
4. Stock Reserved for the 1991 Plan. Subject to the adjustments
provided for in Paragraph 9 hereof, a total of 200,000 shares of Common Stock
("Stock") of the Company shall be subject to the 1991 Plan. The shares subject
to the 1991 Plan shall consist of unissued shares or previously issued shares
reacquired and held by the Company, and such amount of shares shall be and is
hereby reserved for sale for such purpose. Any of such shares which may remain
unsold and which are not subject to outstanding Options at the termination of
the 1991 Plan shall cease to be reserved for the purpose of the 1991 Plan, but
until termination of the 1991 Plan the Company shall at all times reserve a
sufficient number of shares to meet the requirements of the 1991 Plan. Should
any Option expire or be cancelled prior to its exercise in full, the shares
theretofore subject to such Option may again be subject to an Option under the
1991 Plan. Should any shares previously acquired pursuant to an Option be paid
to the Company for the purchase price of shares upon exercise of an Option (as
contemplated in Paragraph 7 (c) below), the number of shares so paid to the
Company may again be subject to an Option under the 1991 Plan.
5. Option Price. The purchase price of each share placed under
Option pursuant to the 1991 Plan shall be determined by the Committee, but
shall in no event be less than 100% of the fair market value of such share on
the date the Option is granted; provided, however, that the purchase price of
each share under any ISO granted under the 1991 Plan to an optionee who owns
more than ten percent of the total combined voting power of all classes of
stock of the
A-1
<PAGE> 16
Company or its subsidiaries, as described in Code Section 422(b)(6) (a
"Ten-Percent Stockholder") shall not be less than 110% of the fair market value
of such shares on the date the ISO is granted.
6. Option Period. (a) The Options granted under this 1991 Plan
shall be for a term of not more than ten years from the date of granting of
each Option; provided, however, that the term of any ISO granted to a
Ten-Percent Stockholder shall not exceed five years from the date of granting
the ISO.
(b) If the Company is reorganized, or merged or consolidated with
another corporation while unexercised Options remain outstanding under the 1991
Plan, there shall be substituted for the shares subject to the unexercised
portions of such outstanding Options an appropriate number of shares of each
class of stock or other securities of the reorganized or merged or consolidated
corporation distributed to the holders of the Company's Common Stock in respect
of their shares, such number of shares to be determined, in the case of ISO's,
in accordance with applicable provisions of the Code or regulations issued
thereunder which may from time to time govern the treatment of incentive
options in such a transaction; provided, however, that all such Options may be
cancelled by the Company as of the effective date of any such reorganization,
merger or consolidation or of any dissolution or liquidation of the Company by
giving notice of its intention to do so to each holder thereof or his personal
representative and by permitting the purchase during a period of not less than
thirty days next preceding such effective date of all of the shares subject to
such outstanding Options.
7. Exercise of Options. (a) The Committee, in granting Options
hereunder, shall have discretion to determine the terms upon which such Options
shall be exercisable, subject to the applicable provisions of this 1991 Plan.
In any event, Options shall be exercisable only after one year of continued
employment with the Company immediately following the date upon which the
Option is granted, and no Option may thereafter become exercisable for a number
of shares exceeding (i) 33-1/3% of the number of shares subject to the Option
until after one year of such continued employment, or (ii) 66-2/3% of the
number of shares subject to the Option until after two years of such continued
employment; provided, however, that an Option, if the Option agreement so
provides, may be exercised irrespective of the above-described limitations in
the event of:
(A) Death of the optionee while in the employment of the Company
or any of its subsidiaries; or
(B) Termination of employment of the optionee by reason of
disability, as determined by the Committee,
except that in such event, the Option may be exercised only prior to its
expiration and in no event after a period of ninety (90) days (or such shorter
period as may be specified in the Option agreement) following the optionee's
disability or death, after which period such Option or Options shall be deemed
to have expired, by the optionee, his personal representative or any person or
persons who shall have acquired the Option directly from the optionee by
bequest or inheritance.
(b) Options may be exercised solely by the optionee during his
lifetime or after his death by the personal representative of the optionee's
estate or the person or persons who are the successors thereto under his will
or under the laws of descent and distribution.
(c) The purchase price of the shares as to which an Option is
exercised shall be paid in full at the time of the exercise. Such purchase
price shall be payable in cash, or, at the discretion of the Committee, in
Stock theretofore owned by the holder of such Option (or in a combination of
cash and such Stock). For purposes of determining the amount, if any, of the
purchase price satisfied by payment in Stock, such Stock shall be valued at its
fair market value on the date of exercise. Any Stock delivered in satisfaction
of all or a portion of the purchase price shall be appropriately endorsed for
transfer and assignment to the Company. The Committee, in its discretion, may
enter into one or more Option agreements with a participant or participants
designated by the Committee that provide for the automatic grant of additional
Options upon payment of the purchase price under an Option with Stock
previously acquired by the optionee. Such additional Options shall be for no
more than the number of shares tendered in payment of such purchase price, and
shall be subject to such terms as the Committee shall determine, subject to the
terms of the 1991 Plan otherwise applicable to newly granted Options. No
holder of an Option shall be, or have any of the rights or privileges of, a
stockholder of the Company in respect of any shares purchasable upon the
exercise of any part of an Option unless and until certificates representing
such shares shall have been issued by the Company to such holder.
A-2
<PAGE> 17
8. Assignment. An Option shall not be assignable or otherwise
transferable except by will or the laws of descent and distribution.
9. Capital Change of the Company. If the outstanding shares of
Common Stock of the Company shall at any time be changed or exchanged by
declaration of a stock dividend, split-up, combination of shares, or
recapitalization, the number and kind of shares subject to this 1991 Plan or
subject to any Options theretofore granted, and the option prices, shall be
appropriately and equitably adjusted so as to maintain the proportionate number
of shares without changing the aggregate option price, provided, however, no
adjustment shall be made by reason of the distribution of subscription rights
on outstanding stock.
10. Federal Securities Regulation. Whether or not the Options and
shares covered by the 1991 Plan have been registered under the Securities Act
of 1933, as amended, each person exercising an Option under the 1991 Plan may
be required by the Company to represent in writing that he is acquiring the
option shares for his own account for investments and not with a view to, or
for sale in connection with, the distribution of any part thereof. The Company
may include a legend on each certificate representing shares purchased upon
exercise of an Option which states that such shares have not been registered
under the Securities Act of 1933, as amended (if such is the case), and that
the transferability of such shares is accordingly restricted.
11. Taxes. The Company may make such provisions as it may deem
appropriate for the withholding of any taxes which it determines is required in
connection with an Option granted under the 1991 Plan.
12. Effective Date of 1991 Plan. The 1991 Plan shall be effective
April 23, 1991, subject to approval by the Company's stockholders at the
Company's 1991 annual meeting of stockholders. No Option shall be granted
pursuant to the 1991 Plan after April 23, 2001.
13. Amendments or Termination. The Board of Directors may amend,
alter or discontinue the 1991 Plan, but no amendment or alteration shall be
made which would impair the rights of any optionee under any Option previously
granted, without his consent, and except that no amendment or alteration shall
be made without the approval of the stockholders which would:
(a) Increase the total number of shares reserved for
purposes of the 1991 Plan, except as it provided in Paragraph 9;
(b) Materially increase the benefits under the 1991 Plan;
or
(c) Materially modify the requirements as to eligibility
for participation in the 1991 Plan;
except that any amendment to the 1991 Plan to permit the Options granted
thereunder to qualify as ISO's, as described in the proxy materials distributed
to stockholders of the Company for its 1991 Annual Meeting of Stockholders, may
be effected in the discretion of the Board of Directors.
14. Government Regulations. The 1991 Plan, and the granting and
exercise of Options thereunder, and the obligation of the Company to sell and
deliver shares under such Options, shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
A-3
<PAGE> 18
AMENDMENT NO. 1
TO THE
1991 STOCK OPTION PLAN
OF GREINER ENGINEERING, INC.
Paragraph 4. Stock Reserved for the 1991 Plan is hereby amended to read as
follows:
4. Stock Reserved for the 1991 Plan. Subject to the
adjustments provided for in Paragraph 9 hereof, a total of 400,000
shares of Common Stock ("Stock") of the Company shall be subject to
the 1991 Plan. The shares subject to the 1991 Plan shall consist of
unissued shares or previously issued shares reacquired and held by the
Company, and such amount of shares shall be and is hereby reserved for
sale for such purpose. Any of such shares which may remain unsold and
which are not subject to outstanding Options at the termination of the
1991 Plan shall cease to be reserved for the purpose of the 1991 Plan,
but until termination of the 1991 Plan the Company shall at all times
reserve a sufficient number of shares to meet the requirements of the
1991 Plan. Should any Option expire or be cancelled prior to its
exercise in full, the shares theretofore subject to such Option may
again be subject to an Option under the 1991 Plan. Should any shares
previously acquired pursuant to an Option be paid to the Company for
the purchase price of shares upon exercise of an Option (as
contemplated in Paragraph 7 (c) below), the number of shares so paid
to the Company may again be subject to an Option under the 1991 Plan.
All other provisions of the Plan remain the same.
A-4
<PAGE> 19
AMENDMENT NO. 2
TO THE
1991 STOCK OPTION PLAN
OF GREINER ENGINEERING, INC.
Paragraph 4. Stock Reserved for the 1991 Plan is hereby amended to read as
follows:
4. Stock Reserved for the 1991 Plan. Subject to the adjustments
provided for in Paragraph 9 hereof, a total of 650,000 shares of
Common Stock ("Stock") of the Company shall be subject to the 1991
Plan. The shares subject to the 1991 Plan shall consist of unissued
shares or previously issued shares reacquired and held by the Company,
and such amount of shares shall be and is hereby reserved for sale for
such purpose. Any of such shares which may remain unsold and which
are not subject to outstanding Options at the termination of the 1991
Plan shall cease to be reserved for the purpose of the 1991 Plan, but
until termination of the 1991 Plan the Company shall at all times
reserve a sufficient number of shares to meet the requirements of the
1991 Plan. Should any Option expire or be cancelled prior to its
exercise in full, the shares theretofore subject to such Option may
again be subject to an Option under the 1991 Plan. Should any shares
previously acquired pursuant to an Option be paid to the Company for
the purchase price of shares upon exercise of an Option (as
contemplated in Paragraph 7 (c) below), the number of shares so paid
to the Company may again be subject to an Option under the 1991 Plan.
All other provisions of the Plan remain the same.
A-5
<PAGE> 20
[X] PLEASE MARK
YOUR VOTES AS IN
THIS EXAMPLE
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] The Board of Directors 2. Approve an amendment [ ] [ ] [ ]
Directors recommends a vote FOR to the Company's 1991
these nominees: Stock Option Plan to
For, except vote withheld from the William H. Bowen, increase by 250,000
following nominee(s): Larry J. Cain, shares the number of
Russell Cleveland, shares of Common Stock
Frank T. Callahan, with respect to which
---------------------------------- William E. Guthner, Jr., options may be granted
Patrick M. Sullivan under such Plan. The
Board of Directors
Change [ ] recommends a vote FOR
of approval of such
Address amendment to the Plan.
3. In their descretion, the Proxies are authorized
to vote upon any other business that may
properly come before the Annual Meeting or any
adjournment thereof.
</TABLE>
SIGNATURE(S) DATE
------------------------------------------- ---------------
SIGNATURE(S) DATE
------------------------------------------- ---------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
--------------------------------------------------------------------------------
GREINER ENGINEERING, INC.
ANNUAL MEETING OF STOCKHOLDERS MAY 8, 1995
THIS PROXY IS SOLICITED ON BEHALF
P OF THE BOARD OF DIRECTORS
The undersigned hereby (1) acknowledges receipt of the Notice of Annual
R Meeting of Stockholders of Greiner Engineering, Inc. to be held on May 8,
1995, and the Proxy Statement in connection therewith, and (2) constitutes
and appoints Frank T. Callahan and Melissa K. Holder and each of them,
attorneys and proxies of the undersigned, with full power of substitution
O and revocation to each, for and in the name, place and stead of the
undersigned, to vote, and act with respect to, all of the shares of Common
Stock of Greiner Engineering, Inc. standing in the name of the undersigned
or with respect to which the undersigned is entitled to vote and act, at
X said meeting and at any adjournment(s) thereof, and especially to vote as
designated herein.
(change of address)
Y
---------------------------------------
---------------------------------------
---------------------------------------
(If you have written in the above space,
please mark the corresponding box on
the reverse side of this card.)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
-----------
SEE REVERSE
SIDE
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