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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
VECTRA TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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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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VECTRA TECHNOLOGIES, INC.
5000 EXECUTIVE PARKWAY
SUITE 300
SAN RAMON, CALIFORNIA 94583
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SUPPLEMENT
TO
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 19, 1996
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INTRODUCTION
The Company has withdrawn Proposal 1 from consideration by the shareholders
at the Annual Meeting of Shareholders scheduled for August 19, 1996. Proposal 1
was a proposed amendment to the Company's Articles of Incorporation that would
have reduced the shareholder vote requirement for approval of a merger or sale
of substantially all of the assets to a majority from the present two-thirds
requirement. Under Washington law, a publicly-held company can amend its
articles of incorporation by a majority vote; however, if the proposed amendment
alters the vote required for a merger or sale of assets as did Proposal 1, the
amendment probably must be approved by the existing voting requirement for such
action, i.e., two-thirds and not a majority as stated in the proxy statement.
The most important issue before the shareholders remains the approval of the
sale of the Engineering Businesses to Duke Engineering & Services, Inc. The
Company wishes to remove all doubt concerning the required vote for the approval
of the sale. With Proposal 1 withdrawn, Proposal 2 requires a two-thirds vote.
The proxy statement indicated that four shareholders, who collectively owned
at May 1, 1996 53.7% of the Company's outstanding shares, could ensure adoption
of the proposals. In fact, with the withdrawal of Proposal 1, Proposal 2 now
clearly requires a two-thirds vote and those four shareholders cannot by their
votes assure adoption of Proposal 2 to sell the Engineering Businesses.
YOUR VOTE IS VERY IMPORTANT and whether or not you plan to attend the meeting,
it is important that your shares be represented. IF YOU HAVE NOT RETURNED A
PROXY, PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY. Shareholders
may at any time revoke a proxy (i) by written notice to the Corporate Secretary
of the Company at the address stated above, (ii) by submission of a proxy with a
later date, (iii) by written request to return an executed proxy or (iv) by
attending the Meeting and voting at the Meeting.
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VECTRA TECHNOLOGIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
MONDAY, AUGUST 19, 1996
The undersigned hereby appoints Ray A. Fortney and Thomas B. Pfeil as proxies,
each with the power to appoint his substitute, and hereby authorizes each of
them to represent and vote, and for the election of directors to cumulate votes
at their discretion, all the shares of common stock of VECTRA Technologies,
Inc. which the undersigned would be entitled to vote at the Annual Meeting of
Shareholders to be held at the offices of VECTRA Fuel Services, L.L.C., 6203
San Ignacio Avenue, Suite 100, San Jose, California, on August 19, 1996
at 10 a.m. local time, and at any and all adjournments thereof. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS.
_______________________________________________________________________________
FOLD AND DETACH HERE
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Please mark
your votes as
indicated in
this example /X/
FOR AGAINST ABSTAIN
Proposal 1. WITHDRAWN / / / / / /
FOR AGAINST ABSTAIN
Proposal 2. To consider and act upon / / / / / /
a proposal to sell substantially all
of the properties of the Company and
all of the properties (or the stock)
of VECTRA Government Services, Inc.,
a wholly owned subsidiary of the Company,
pursuant to an Asset Purchase Agreement
dated May 23, 1996 among the Company,
VECTRA Government Services, Inc., and
Duke Engineering & Services, Inc.
FOR WITHHOLD
Proposal 3. The election as Directors of VOTE FOR
the nominees listed below (except as / / / /
marked to the contrary).
J.E. (Ted) Ardell, III Albert J. Baciocco, Jr.
E. Linn Draper, Jr. Ray A. Fortney
Fruzsina M. Harsanyi Elwood D. Howse, Jr.
Edward J. Keith Roy Kirkorian
(INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW. TO DIRECT A
SPECIFIC ALLOCATION OF VOTES, INDICATE THE NUMBER OF VOTES TO BE
VOTED FOR A SPECIFIC NOMINEE AFTER HIS NAME. THE PROXIES MAY ACCUMULATE
THE REMAINDER OF THE VOTES AT THEIR DISCRETION.
________________________________________________________________________
FOR AGAINST ABSTAIN
Proposal 4. To ratify the selection / / / / / /
of Ernst & Young LLP as independent
public accountants for 1996.
Proposal 5. In their discretion, upon
such other business as may properly
come before the meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS WHO RECOMMEND A VOTE FOR EACH
OF THE PROPOSALS.
This proxy, when properly executed, will be
voted and will be voted in the manner directed
on this proxy card. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED FOR EACH OF
THE PROPOSALS WITH AUTHORITY TO CUMULATE VOTES
AND FOR THE ELECTION OF DIRECTORS.
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY
PROMPTLY IN THE ENCLOSED SELF-ADDRESSED
POSTAGE-PREPAID ENVELOPE.
Signature(s) _____________________________________ Dated ____________, 1996
IMPORTANT -- When shares are held by joint tenants, both should sign. When
signing as an attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full
corporate name by the president or other authorized officer. If a partnership,
please sign in partnership name by an authorized person.
_______________________________________________________________________________
FOLD AND DETACH HERE
