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 4a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Fluor Daniel GTI, Inc.
---------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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(i)(2) or Item 22(a) of Schedule 14A.
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Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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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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(5) Total fee paid: $125
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|_| 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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FLUOR DANIEL GTI, INC.
100 RIVER RIDGE DRIVE
NORWOOD, MASSACHUSETTS 02062
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
To the Stockholders:
The Annual Meeting of Stockholders of Fluor Daniel GTI, Inc. will be held
on Wednesday, September 18, 1996, at 9:30 a.m., at the Courtyard Marriott, 300
River Ridge Drive, Norwood, Massachusetts for the following purposes:
1. To elect seven members to the Board of Directors to serve for the
ensuing year, or until their successors are elected and qualified.
2. To consider and act upon the matter of ratifying the selection of the
firm of Coopers & Lybrand as auditors for the transition fiscal year
ending October 31, 1996.
3. To transact such other business as may properly come before the Annual
Meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on August 1, 1996 as
the record date for determining stockholders entitled to notice of and to vote
at the Annual Meeting. Only stockholders of record at the close of business on
that date are entitled to vote at the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, please complete the
enclosed proxy card, and sign, date and return it promptly so that your shares
will be represented. Sending in your proxy will not prevent you from voting in
person at the Annual Meeting.
By Order of the Board of Directors
/s/ Catherine L. Farrell
----------------------------------
CATHERINE L. FARRELL
Vice President, General Counsel
and Secretary
August 15, 1996
YOUR VOTE IS IMPORTANT.
PLEASE PROMPTLY COMPLETE, SIGN, DATE AND
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
FLUOR DANIEL GTI, INC.
PROXY STATEMENT
--------------
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 18, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Fluor Daniel GTI, Inc., a Delaware
corporation (the "Company"), for use at the Annual Meeting of Stockholders to be
held on Wednesday, September 18, 1996 and any adjournment thereof for the
purpose of considering and voting upon the matters set forth in the accompanying
notice of Annual Meeting. The address of the Company's principal executive
office is 100 River Ridge Drive, Norwood, Massachusetts 02062. This proxy
statement and the form of proxy are first being mailed to stockholders on or
about August 15, 1996.
REVOCABILITY OF PROXY AND VOTING OF PROXY
Any stockholder giving a proxy has the right to revoke it by written notice
to the Secretary of the Company at any time before it is exercised, or by voting
in person at the Annual Meeting. All shares of Common Stock represented at the
Annual Meeting by properly executed proxies received prior to or at the Annual
Meeting, and not revoked, will be voted in accordance with the instructions
indicated. If no instructions are indicated with respect to any shares for which
properly executed proxies have been received, such proxies will be voted FOR the
election of the seven nominees for director and FOR the ratification of the
appointment of Coopers & Lybrand as independent auditors for the transition
fiscal year ending October 31, 1996. If any other matters are properly presented
at the Annual Meeting for action, the persons named in the proxies and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment as to the best interests of the Company. The Board of
Directors does not know of any other matters to be brought before the Annual
Meeting.
RECORD DATE AND VOTING RIGHTS
Only stockholders of record at the close of business on August 1, 1996, are
entitled to vote at the Annual Meeting. On that date, the Company had
outstanding and entitled to vote 8,155,832 shares of Common Stock, par value
$.001 per share (the "New Common Stock"). (On May 10, 1996, each outstanding
share of Common Stock, $.01 par value (the "Old Common Stock") was converted
into .5274 of a share of New Common Stock and $8.62 in cash.) Each stockholder
is entitled to one vote for each share of New Common Stock held of record on
that date on all matters that are properly presented for action at the Annual
Meeting. The Company has no other outstanding voting securities.
A majority of the outstanding shares of Common Stock entitled to vote must
be represented in person or by proxy at the Annual Meeting in order to conduct
the election of directors and other matters described in this Proxy Statement.
If a majority of shares is represented, then the two nominees for director will
be elected if more shares are voted for than against them. On all other matters
considered at the Annual Meeting, a majority of the shares represented at the
Annual Meeting is required for approval. Abstentions and "non-votes" are counted
as present in determining whether the quorum requirement is satisfied. Under the
Company's Amended and Restated Certificate of Incorporation and By-laws,
abstentions have the same effect as a vote "against" the matter. Under Delaware
law, "non-votes" will be treated as neither a vote "for" nor "against" the
matter. A "non-vote" occurs when a nominee holding shares for a beneficial owner
votes on one proposal, but does not vote on another proposal because the nominee
does not have discretionary voting power and has not received instructions from
the beneficial owner.
ANNUAL REPORT
The Company's Annual Report on Form 10-K, containing consolidated financial
statements for the 1996 Fiscal Year, is being mailed with this Proxy Statement
to each stockholder's address of record. That Report is not incorporated in this
Proxy Statement by reference.
ELECTION OF DIRECTORS
Set forth below is information concerning the nominees for director to be
elected at the Annual Meeting. The Board of Directors expects that all the
nominees will be available for election. In the event that any of the nominees
for any reason should become unavailable, proxies will be voted for a nominee or
nominees designated by the Board of Directors, unless the Board of Directors
reduces the number of directors.
Pursuant to the Investment Agreement dated December 11, 1995, as amended,
between the Company, Fluor Daniel, Inc. ("Fluor Daniel") and a subsidiary of
each of the Company and Fluor Daniel (the "Investment Agreement"), Fluor Daniel
has agreed (a) until April 30, 1999, to vote all shares of Common Stock owned by
it in favor of fixing the size of the Board of Directors at not more than seven
and in favor of not less than three Independent Directors, and (b) until the
annual stockholders' meeting of the Company (or written consent in lieu thereof)
held in 1998, to vote all shares of Common Stock owned by it in favor of Allan
S. Bufferd and Robert P. Schechter in any election of members of the Board of
Directors. Under the Investment Agreement, an "Independent Director" is defined
as a director who is not (apart from such directorship) (i) an officer,
affiliate, employee, principal stockholder, consultant or partner of Fluor
Daniel or any affiliate of Fluor Daniel or of any entity that was dependent upon
Fluor Daniel or any affiliate of Fluor Daniel for more than 3% of its revenues
or earnings in its most recent fiscal year, (ii) an officer, employee, principal
stockholder, consultant or partner of any entity that was dependent upon the
Company or any affiliate of the Company for more than 3% of its revenues or
earnings in its most recent fiscal year (unless agreed to in writing by Fluor
Daniel) or (iii) an officer,
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director, employee, principal stockholder, consultant or partner of a person
that is a competitor of Fluor Daniel or any of its affiliates (unless agreed to
in writing by Fluor Daniel) or of the Company or any of its affiliates.
On December 22, 1995, the Company entered into an employment agreement with
Walter C. Barber pursuant to which, among other things, the Company is obligated
to employ Mr. Barber as a director until May 10, 1999.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ALL NOMINEES FOR
DIRECTOR.
David L. Myers, age 49
Mr. Myers has been Chairman of the Board of the Company since May 10, 1996,
when Fluor Daniel acquired a majority interest in the Company. Since July 1994
Mr. Myers has served as President, Environmental Stategies of Fluor Daniel. From
1984 until July 1994, he served as Fluor Daniel's Vice President of Business
Units and of various other Fluor Daniel subsidiaries.
Walter C. Barber, age 55
Mr. Barber has been a Director of the Company since 1989 and served as
Chairman from 1993 to May 1996. Mr. Barber has served as President and Chief
Executive Officer since joining the Company in 1989. From 1983 to 1989, Mr.
Barber was Vice President of Environmental Management and Administration of
Chemical Waste Management Inc., a hazardous waste management services company.
Previously, Mr. Barber was Director of Research and Technology Development for
the Uranium Mill Tailings Project of Jacobs Engineering Group, Inc., an
engineering and construction firm. Mr. Barber was also an executive with the
U.S. Environmental Protection Agency, holding positions as its Director of the
Office of Air Quality Planning and Standards and as Director of the Standards
and Regulations Division.
Allan S. Bufferd, age 59
Mr. Bufferd has been a Director of the Company since 1988. Since 1986 Mr.
Bufferd has been the Deputy Treasurer and Director of Investments of the
Massachusetts Institute of Technology ("M.I.T."). In such capacity Mr. Bufferd
manages the assets of M.I.T.'s endowment and pension funds. Prior to 1986, Mr.
Bufferd served as the Associate Treasurer and Recording Secretary of M.I.T. In
that position he was primarily responsible for private placements and
international and venture capital investments of M.I.T.'s endowment and pension
assets. Mr. Bufferd is also a director of Massbank Corp., and he serves as a
Trustee of Wheelock College and of the Whiting Foundation, and as Vice Chairman
of the Beth Israel Hospital (Boston).
Robert P. Schechter, age 47
Mr. Schechter has been a Director of the Company since 1988. Since April
1995, Mr. Schechter has served as President and Chief Executive Officer, and
since March 1996 as
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Chairman, of Natural MicroSystems Corporation, a provider of hardware and
software platforms for the computer telephony integration market. From 1991 to
1994, Mr. Schechter served as the Senior Vice President, International Business
Group, and from 1987 to 1991 he served as the Senior Vice President of Finance
and Operations and Chief Financial Officer, of Lotus Development Corporation, a
computer software company. From 1973 to 1987 Mr. Schechter was at the public
accounting firm of Coopers & Lybrand, where he was a partner and served as
Northeast Regional Chairman of the High Technology Group. Mr. Schechter is also
a director of MRS Technology, Inc., Raptor Systems, Inc., Software 2000, Inc.
and the Boston Children's Museum.
Ernie Green, age 56
Mr. Green has been a Director of the Company since May 10, 1996, when Fluor
Daniel acquired a majority interest in the Company. He is founder, President and
Chief Executive Officer of EGI, Inc., a manufacturer of automotive components.
He is also President of Florida Engineering, Inc., a subsidiary of EGI. Mr.
Green is a director of Acordia, Inc., Bank One, Dayton, N.A., DPL, Inc., Duriron
Company, Inc., and Eaton Corporation.
J. Michal Conaway, age 47
Mr. Conaway has been a Director of the Company since May 10, 1996, when
Fluor Daniel acquired a majority interest in the Company. Since May 1994 he has
served as Vice President and Chief Financial Officer of Fluor Corporation, the
holding company of Fluor Daniel. From 1993 to May 1994, he served as Vice
President, Finance, of Fluor Corporation. From 1988 until joining Fluor
Corporation, Mr. Conaway was a Vice President and Chief Financial Officer of
National Gypsum Company and its parent, Aancor Holdings, Inc.
James C. Stein, age 52
Mr. Stein has been a Director of the Company since May 10, 1996, when Fluor
Daniel acquired a majority interest in the Company. Since May 1994 he has served
as Group President, Diversified Services of Fluor Daniel. Mr. Stein served as
Fluor Daniel's President, Business Units, from 1993 to May 1994, and as
President, Industrial Sector, of Fluor Daniel from 1986 to 1994.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
GENERAL
The Board of Directors of the Company held eight meetings during the Fiscal
Year ended April 27, 1996. Each of the Directors attended at least 75% of the
meetings of the Board of Directors and of each Committee on which he serves. The
Board of Directors has two standing committees, the Audit Committee and the
Compensation Committee. The Audit Committee, of
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which Messrs. Bufferd (Chairman), Conaway, Green, Myers and Schechter are
currently members, oversees the accounting and tax functions of the Company,
including matters relating to the appointment and activities of the Company's
auditors. The Audit Committee met twice during the fiscal year ended April 27,
1996. The Compensation Committee, of which Messrs. Schechter (Chairman),
Bufferd, Green, Myers and Stein are currently members, reviews and makes
recommendations concerning executive salaries, bonuses and the Company's stock
plans. The Compensation Committee met three times during the fiscal year ended
April 27, 1996. The Board of Directors does not currently have a standing
nominating committee.
COMPENSATION OF DIRECTORS
The Fiscal Year 1996 compensation for the non-employee directors was
$10,000 without regard to attendance at meetings of the Board of Directors or
Committees plus $5,000 to Messrs. Bufferd and Schechter for serving as Chairmen
of the Audit and Compensation Committees, respectively. In addition, directors
were reimbursed for out-of-pocket expenses for attending Board and Committee
meetings.
Under the Company's Amended and Restated 1995 Director Plan (the "Director
Plan"), each non-employee director automatically receives a one-time option to
purchase 5,000 shares of the Company's Common Stock. In addition, annually on
the third Tuesday of June, each non-employee director receives an option to
purchase 2,500 shares of the Company's Common Stock. The exercise price of the
options is 100% of the fair market value of the Common Stock on the date options
are granted. In the event of a change of control of the Company, all outstanding
options automatically become fully exercisable. Options become exercisable in
equal annual installments over three years, and they expire seven years from
their date of grant. Options granted pursuant to the Director Plan are not
assignable or transferable other than by will or the laws of descent and
distribution, and are exercisable during an optionee's lifetime only by him.
In the event an optionee ceases to be a member of the Board of Directors
for any reason other than death or disability, any then unexercised options
granted to such optionee under the Director Plan will, to the extent not then
exercisable, immediately terminate and become void, and any options which are
then exercisable but have not been exercised at the time the optionee so ceases
to be a member of the Board of Directors may be exercised, to the extent they
are then exercisable, by the optionee within a period of thirty days following
such time the optionee so ceases to be a member of the Board of Directors, but
in no event later than the expiration date of the option.
In the event an optionee ceases to be a member of the Board of Directors by
reason of his disability or death, any option granted under the Director Plan to
such optionee shall be immediately and automatically accelerated and become
fully vested, and any unexercised option may be exercised by the optionee (or by
the optionee's personal representative, heir or legatee) until the scheduled
expiration date of the option.
-5-
As of April 27, 1996, outstanding options to purchase 5,000 shares of Old
Common Stock at $13.375 per share and options to purchase 2,500 shares of Old
Common Stock at $13.00 were held by each of Messrs. Bufferd and Schechter, as
well as by Bayard Henry, a former director. Outstanding options were adjusted
after the close of the fiscal year pursuant to the Fluor Daniel Transactions
(defined in note 9 of the table "Share Ownership of Management and Principal
Holders" elsewhere in this Proxy Statement, and the resulting options will be
set forth in the next Proxy Statement covering the Company's interim fiscal year
ending October 31, 1996.
SHARE OWNERSHIP OF MANAGEMENT AND PRINCIPAL HOLDERS
The following table sets forth information as of July 5, 1996 concerning
the ownership of New Common Stock by each current member of the Board of
Directors, each nominee for director at the Annual Meeting, each of the
executive officers named in the Summary Compensation Table included in this
Proxy Statement, all current directors and executive officers as a group and
each stockholder known by the Company to be the beneficial owner of more than 5%
of its outstanding shares of New Common Stock. Except as otherwise noted, the
persons or entities identified have sole voting and investment power with
respect to such shares.
Amount and Nature
of Beneficial
Name and Address** Ownership Percent
- ------------------ ------------- -------
David L. Myers 750 *
Walter C. Barber 85,591(1) 1.1%
Allan S. Bufferd 4,278(2) *
Robert P. Schechter 4,225(3) *
Ernie Green 0 *
J. Michal Conaway 0 *
James C. Stein 0 *
Robert E. Sliney, Jr. 22,062(4) *
Wendell W. Lattz 21,492(5) *
J. Steven Paquette 14,384(6) *
Glenn V. Batchelder 24,481(7) *
All Current Directors and
Executive Officers as a group (15 persons) 196,228(8) 2.4%
Fluor Daniel, Inc.
3333 Michelson Drive
Irvine, CA 92730 4,400,000(9) 54.0%
- ----------
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* Represents beneficial ownership of less than 1% of the Company's
outstanding shares of New Common Stock.
** Addresses are given for beneficial owners of more than 5% of the
outstanding New Common Stock only.
(1) Includes 59,440 shares subject to options under the Company's Amended and
Restated 1987 Stock Plan which are exercisable at July 5, 1996, or within
60 days thereafter.
(2) Includes 3,238 shares subject to options under the Company's Amended and
Restated 1995 Director Plan exercisable at July 5, 1996, or within 60
days thereafter. The Massachusetts Institute of Technology ("M.I.T.")
owns 12,964 shares with respect to which Mr. Bufferd has voting and
investment power by virtue of his position as Deputy Treasurer and
Director of Investments of M.I.T., subject to the policies and procedures
of the Investment Committee of M.I.T. Mr. Bufferd disclaims beneficial
ownership of such shares.
(3) Includes 3,238 shares subject to options under the Company's Amended and
Restated 1995 Director Plan exercisable at July 5, 1996, or within 60
days thereafter.
(4) Includes 20,893 shares subject to options granted under the Company's
Amended and Restated 1987 Stock Plan which are exercisable at July 5,
1996, or within 60 days thereafter.
(5) Includes 20,330 shares subject to options granted under the Company's
Amended and Restated 1987 Stock Plan which are exercisable at July 5,
1996, or within 60 days thereafter.
(6) Includes 14,029 shares subject to options granted under the Company's
Amended and Restated 1987 Stock Plan which are exercisable at July 5,
1996, or within 60 days thereafter.
(7) Includes 24,210 shares subject to options granted under the Company's
Amended and Restated 1987 Stock Plan which are exercisable at July 5,
1996, or within 60 days thereafter.
(8) Includes 163,163 shares subject to options granted under the Company's
Amended and Restated 1987 Stock Plan and Amended and Restated 1995
Director Plan which are exercisable at July 5, 1996, or within 60 days
thereafter.
(9) Fluor Daniel, Inc. ("Fluor Daniel") is a global construction,
engineering, maintenance and services company. It is a wholly-owned
subsidiary of FD Engineers and Constructors, Inc., which in turn is a
wholly-owned subsidiary of Fluor Corporation. On May 10, 1996 (the
"Closing Date") the Company closed a series of transactions (the "Fluor
Daniel Transactions") pursuant to which it issued to Fluor Daniel
4,400,000 shares (the "Shares") of New Common Stock (approximately 54.5%
of the total shares outstanding on the
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Closing Date) in exchange for $33,350,000 in cash and all of the shares
of Fluor Daniel Environmental Services, Inc. ("FDESI"), a wholly-owned
subsidiary of Fluor Daniel that provides environmental services primarily
to agencies of the Federal government. Fluor Daniel used funds from Fluor
to purchase the Shares. The transactions also included a recapitalization
of the Company's Old Common Stock, and the Company entered into a
Marketing Agreement with Fluor Daniel. On December 11, 1996, the Company
granted Fluor Daniel an option to purchase 1,366,000 shares of Old Common
Stock at a purchase price of $17.00 per share, which option was adjusted
pursuant to the transactions to represent the right to purchase 1,768,970
shares of New Common Stock at a purchase price of $13.1274 per share.
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for
services in all capacities to the Company and its subsidiaries during each of
the last three years of those persons who were, at April 27, 1996, the Company's
Chief Executive Officer and its other four most highly compensated executive
officers (collectively, the "named executive officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
--------------------
Long-Term Compensation
----------------------
Name and Restricted
Principal Position Stock Stock Other
in Fiscal 1996 Year Salary($) Bonus($)(1) Awards($) Options(#)(2) Compensation($)(3)
- -------------- ---- --------- ----------- --------- -------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Walter C. Barber 1996 260,000 78,000(4) 247,500(5) 60,000 6,243
President and 1995 260,000 114,400 0 7,500 8,178
Chief Executive Officer 1994 260,000 0 0 76,300(6) 5,410
Robert E. Sliney, Jr. 1996 160,000 45,000 0 20,000 2,949
Vice President, Treasurer 1995 157,418 52,800 0 12,500 4,945
and Chief Financial 1994 145,080 0 0 12,767(6) 3,600
Officer
Wendell W. Lattz 1996 150,000 35,000 0 20,000 3,321
Sr. Vice President of 1995 150,000 56,250 0 7,500 4,540
Operations 1994 130,000 0 0 15,900(6) 2,011
J. Steven Paquette 1996 140,000 40,000 0 20,000 19,307(7)
Vice President and 1995 139,138 26,250 0 7,500 15,889(7)
President of Groundwater 1994 135,018 15,190 0 6,667(6) 20,193(7)
Technology Government
Services, Inc.
Glenn V. Batchelder 1996 135,000 30,000 0 15,000 3,554
Vice President of Sales 1995 123,000 35,664 0 7,500 4,273
and Marketing 1994 115,000 33,536(8) 0 23,891(6) 2,441
</TABLE>
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(1) The amounts indicated under "Bonus" are based on service during the fiscal
years indicated, although paid during the following fiscal year.
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(2) Pursuant to the Fluor Daniel Transactions, all outstanding options were
adjusted after the close of the 1996 Fiscal Year, and the resulting
options required to be disclosed in this table will be set forth in the
next proxy statement covering the Company's interim fiscal year ending
October 31, 1996.
(3) The amounts indicated under "All Other Compensation" for the 1996 Fiscal
Year consist of (a) amounts contributed by the Company to match a portion
of the employees' contributions under the Company's 401(k) Retirement
Savings Plan (Mr. Barber, $3,000; Mr. Sliney, $1,600; Mr. Lattz, $2,257;
Mr. Paquette, $2,127; and Mr. Batchelder $2,716) (the Company currently
matches each participating employee's contribution to the extent of 100%
on the first 1%, and 25% on the next 4%, up to a maximum match on 5% of
each employee's cash compensation, but not greater than the maximum
allowable under the Internal Revenue Code); (b) the dollar value of
premiums paid by the Company during the Fiscal Year with respect to life
insurance for the benefit of the named executive officers (Mr. Barber,
$2,076; Mr. Sliney, $631; Mr. Lattz, $390; Mr. Paquette, $332; and Mr.
Batchelder, $232; and (c) amounts paid by the Company under the Profit
Sharing Plan, which distributes 10% of pre-tax earnings on a semi-annual
basis to all employees in proportion to their base compensation.
(4) Mr. Barber's bonus was paid 50% in cash ($39,000) and 50% in stock (3,714
shares of New Common Stock, valued at $10.50 per share on June 10, 1996).
(5) Represents the dollar value on June 27, 1995, the award date, of an award
to Mr. Barber of 20,000 shares of restricted Old Common Stock. On such
date, the fair market value of the Old Common Stock was $12.375.
Restrictions with respect to 100% of these shares lapsed upon the change
of control of the Company pursuant to the Fluor Daniel Transactions
described elswhere in this Proxy Statement. If a change of control had not
occurred, restrictions on these shares would have lapsed on September 19,
2002, or earlier in the event certain operating performance targets for
the Company were met. The amount ultimately realized by Mr. Barber in
respect of these shares depends upon the value of the shares when he sells
them.
(6) Includes options to purchase shares of the Company's Old Common Stock
granted to the named executive officers in the 1994 Fiscal Year in
connection with a company-wide option exchange offer. These officers
exchanged all of their options granted in prior years in the option
exchange offer.
(7) Includes $16,219 relating to forgiveness of a loan. Upon hiring Mr.
Paquette in February 1993, the Company agreed to continue a loan he
received from his previous employer for relocation expenses, which was
required to be repaid when he left to join the Company.
(8) Bonus relating to the sale of the Company's equipment manufacturing
operations in March 1994.
-9-
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides details regarding the stock options indicated
in the Summary Compensation Table as having been granted to the named executive
officers in the 1996 Fiscal Year.
<TABLE>
<CAPTION>
Individual Grants
-------------------
Number of Percent of Total
Securities Options
Underlying Granted to Exercise
Options Employees in Price Expiration Grant Date
Name Granted(1) Fiscal Year(2) ($/sh) Date Present Value ($)(3)
- ---- ---------- ---------------------------- ------------ --------------------
<S> <C> <C> <C> <C> <C>
Walter C. Barber 60,000 13.2 12.375 6/27/02 321,300
Robert E. Sliney, Jr. 20,000 4.4 12.375 6/27/02 107,100
Wendell W. Lattz 20,000 4.4 12.375 6/27/02 107,100
J. Steven Paquette 20,000 4.4 12.375 6/27/02 107,100
Glenn V. Batchelder 15,000 3.3 12.375 6/27/02 80,325
</TABLE>
- --------------
(1) Options to purchase the indicated numbers of shares of the Company's Old
Common Stock. All options granted to the named executive officers were
granted at an exercise price equal to the closing market price of the Old
Common Stock on the date of grant and have a term of seven years. Options
vest annually in five equal installments commencing one year from the date
of grant, except that with respect to an option to purchase 40,000 of the
shares granted to Mr. Barber, the vesting is ratable over three years
beginning in June 1998. Options are non-transferable other than by will or
the laws of descent and distribution. See also note 2 to Summary
Compensation Table.
(2) The Company granted options to purchase 454,800 shares of Old Common Stock
to all employees in the 1996 Fiscal Year.
(3) The estimated values of the option grants were determined using the
Black-Scholes option pricing model, based on assumed volatility of 25.5%,
risk-free rate of return of 6.11%, dividend yield of 0%, and a seven year
option expiration. The Company's use of this model in accordance with the
executive compensation disclosure rules adopted by the SEC does not
constitute an endorsement of this model nor an acknowledgment that such
model can accurately determine the value of options. No assurance can be
given that the actual value, if any, realized by an executive officer upon
the exercise of these options will approximate the estimated values
established by this Black-Scholes model.
-10-
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information regarding options exercised by
the named executive officers during the 1996 Fiscal Year, as well as the number
of shares covered by all exercisable and non-exercisable stock options held by
these individuals at year-end.
<TABLE>
<CAPTION>
Number of Securitie Value of Unexercised
Underlying Unexercise In-the-Money Options
Options at Fiscal Year-End(1) at Fiscal Year-End($)(2)
Shares Acquired Value ----------------------------- -----------------------------
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Walter C. Barber 0 0 38,900 104,900 25,800 63,300
Robert E. Sliney, Jr. 0 0 8,133 37,134 1,975 14,476
Wendell W. Lattz 0 0 8,700 34,700 3,150 15,650
J. Steven Paquette 0 0 4,333 29,834 624 13,126
Glenn V. Batchelder 0 0 12,695 33,696 6,146 15,522
</TABLE>
- -------------
(1) See note 2 to Summary Compensation Table relating to adjustment of options
after the close of the 1996 Fiscal Year.
(2) The value of unexercised in-the-money options at year-end assumes a fair
market value for the Company's Old Common Stock of $13.00, the average of
the high and low prices of the Company's Old Common Stock on April 26, 1996
(the last business day prior to end of the 1996 Fiscal Year).
EMPLOYMENT AGREEMENTS
In December 1995 the Board of Directors determined that the Fluor Daniel
Transactions posed significant personal uncertainty to certain key employees who
were important to either the consummation and implementation of the Fluor Daniel
Transactions, or the realization of the anticipated benefits of the affiliation
with Fluor Daniel and the conduct of the Company's business after the Fluor
Daniel Transactions, or both. For that reason, the Company entered into
employment agreements with certain of its employees, including the named
executive officers.
The employment agreements provide that the named executive officer shall be
employed with the Company for a designated period (the "Employment Period"). The
Employment Period for Mr. Barber is three years and the Employment Period for
the other named executive officers is two years. In general, the employment
agreements specify that the named executive officer is to remain employed in a
position having comparable responsibilities as that held by the individual on
the date of the relevant employment agreement at a salary no lower than the
salary payable to the individual on that date, except that Mr. Barber's
employment agreement specifies that he be employed as the Chief Executive
Officer and as a member of the Board of Directors of the Company. The employment
agreements of the other named executive officers state, however, that
organizational changes resulting in reassignments or changes in reporting
relationships are to be expected and will not by themselves result in a breach
of their employment agreements. The employment agreements also provide that the
Company will not require the named executive officers to relocate as a condition
of continued employment except where relocation is reasonably
-11-
required by a customer in connection with long-term work for such customer. The
employment agreements also provide, however, that the employee consider in good
faith any request by the Company to relocate, and contain an acknowledgment by
the employee that employment may entail substantial travel, which travel shall
not constitute a breach of the employment agreements.
The employment agreements further provide that the Company may terminate
the named executive officer's employment prior to the end of the Employment
Period without cause upon thirty days' prior written notice. In the event of a
termination without cause, the named executive officer will be entitled to the
greater of (a) salary at a rate equal to the employee's salary at the time of
termination for the duration of the Employment Period, plus continued payment by
the Company of its portion of all health benefits (so long as the named
executive officer elects to continue benefits and continues to pay his share of
the cost of such benefits) or (b) all amounts payable to the employee under the
Company's severance plan as in effect on the date of such termination. In
addition, on the date of such termination (x) all stock options held by the
named executive officer will automatically become fully exerciseable in
accordance with their terms and (y) all restrictions on any stock granted by the
Company to the named executive officer, including without limitation any
repurchase or vesting provisions, will lapse and be of no further force and
effect. The named executive officer is also entitled to the above compensation
in the event that the Company fails to correct its material breach of the terms
of the employment agreement within ten days following written notification of
such material breach by the named executive officer.
Under the employment agreements the Company may terminate the named
executive officer's employment prior to the end of the Employment Period for
cause upon written notice to the individual. The employment agreements define
"for cause" to include one or more of the following: (i) misappropriation by the
employee of any money or material amount of other assets or property (tangible
or intangible) of the Company; (ii) the individual's continuing, repeated and
willful failure or refusal to perform reasonable assignments given to individual
which are commensurate with his position or responsibilities; (iii) conviction
of the individual of a felony; (iv) material breach by individual of any
material Company policy or the terms of any written agreement between named
executive officer and the Company. Upon a termination for cause, the Company
will pay to the named executive officer salary and benefits owed to him as of
the date of such termination. If the named executive officers were terminated
without cause immediately following the closing date of the Fluor Daniel
Transactions (May 10, 1996), the approximate value of the severance and other
benefits (if the named executive officer had elected to continue health
benefits) to such individuals would be as follows: Mr. Barber, $825,692; Mr.
Sliney, $347,153; Mr. Lattz, $322,503; Mr. Paquette, $303,127; and Mr.
Batchelder, $287,537.
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The executive compensation program is administered by the Compensation
Committee of the Board of Directors (the "Committee"), which is currently
composed of the three independent, non-employee directors of the Company and
Messrs. Myers and Stein of Fluor Daniel, and has the
-12-
responsibility for all compensation matters for the Company's senior management.
The Committee alone sets the compensation for Walter C. Barber (the "CEO") and
sets the compensation of the other executive officers with recommendation from
the CEO. All decisions by the Committee are submitted to the full Board of
Directors for final approval.
The Securities and Exchange Commission requires disclosure of companies'
policies for executive compensation to enable stockholders to better understand
the reasons for the compensation of the CEO and the other four most highly
compensated executive officers. The disclosure required for these named
executive officers includes compensation tables and a report explaining the
rationale and considerations that form the bases of the Committee's executive
compensation decisions affecting those individuals. Set forth below is the
Committee's report addressing these matters.
COMPENSATION PHILOSOPHY AND PRINCIPLES
Under the direction of the Committee, the Company has maintained the
philosophy that compensation of all employees should be closely linked to
performance. Consequently, increases of employees' cash compensation in the form
of salary and bonus historically have been greater in more profitable years and
less in less profitable years. In addition, to provide incentive for the
Company's long-term success, certain employees receive options at fair market
value that vest over a period of years, and all employees participate in the
Company's Profit Sharing Plan and have an opportunity to participate in the
Company's Amended and Restated 1986 Employee Stock Purchase Plan, which provides
a discount on purchases of the Company's Common Stock through payroll
deductions. The Committee believes that executive officers, who are ultimately
responsible for the successful financial performance of the Company, should be
compensated under these same principles.
The Company is dedicated to total customer satisfaction, creating
opportunities for employees' development and success, encouraging innovation and
continuous improvement of technology and aggressively pursuing profitable
growth. To achieve these goals, the Committee believes the executive
compensation program must create financial opportunities for senior managers.
The guiding principles of the Committee are to:
o Create a compensation program that supports the Company's strategic
goals in its industry and thus enhances stockholder value;
o Provide a competitive compensation program to attract and retain
qualified senior managers necessary for long-term success;
o Establish a direct and substantial relationship between cash
compensation and performance to motivate senior managers for
short-term results;
o Align the interests of senior managers with the long-term interests of
stockholders through award opportunities to acquire the Company's
stock; and
-13-
o Reevaluate compensation decisions annually to ensure alignment of
compensation practices with the Company's goals.
COMPENSATION POLICIES AND PRACTICES TOWARD EXECUTIVE OFFICERS
The Committee attempted to design compensation policies and components of
the Company's executive compensation program for Fiscal Year 1996 consistent
with the philosophy and principles described above. To balance short- and
long-term financial goals of the Company, the program was comprised of cash
compensation in the form of base salary, profit sharing and bonus, options as
long-term incentives and benefits typically offered executives in corporations
of similar size and in similar businesses as the Company.
Cash Compensation
The Committee believes that compensation of the Company's executive
officers, including the named executive officers, should be substantially linked
to operating performance. Base salaries are designed to be competitive within
the industry and reflect individual performance. The Bonus Performance Plan is
intended to provide opportunity for cash compensation competitive with median
levels of the Company's competitors included in the peer group index set forth
in the Performance Graph contained elsewhere in this proxy statement, as well as
other companies of similar size included in independent survey data. In
addition, to provide cash incentives to all employees, including the CEO and the
other executive officers, the Company continued the profit sharing plan, which
distributes 10% of pre-tax earnings on a semi-annual basis to employees in
proportion to their base compensation.
At its June 1995 meeting the Committee, on the CEO's recommendation,
maintained base salaries of the executive officers at the prior year's levels.
The Committee also established a target earnings per share ("EPS") goal as the
basis to pay bonuses to all executive officers. In the event the minimum target
EPS goal was not reached, bonuses would not have been paid.
The Committee, however, altered its plan during the year due to the Fluor
Daniel Transactions. The Board of Directors believed that the transactions
provided a unique opportunity for the Company that was consistent with its
operating strategic goals, and the Committee recognized that negotiation of the
transactions and preparation for the transition to the "new" company required
the executive officers to divert substantial time and effort from operations and
financial performance of the Company. Therefore, on the recommendation of the
CEO, the Committee decided in March 1996 to award bonuses to the named executive
officers entirely on their individual contributions to the Fluor Daniel
Transactions and the transition efforts.
As a result of the anticipated successful completion of the Fluor Daniel
Transactions after the close of the 1996 Fiscal Year, in March 1996 the
Committee awarded 50% of the target bonuses to the executive officers, including
the named executive officers. The Committee awarded an additional 10% of the
target bonuses for Robert E. Sliney, Jr., the Chief Financial Officer, Glenn
-14-
V. Batchelder, Vice President of Sales and Marketing, J. Steven Paquette,
President of the Company's subsidiary, Groundwater Technology Government
Services, Inc., and Anne Nolan, Vice President of Human Resources, in
recognition of the extraordinary efforts of these individuals in leading key
transition task forces that resulted in a smooth transition to the "new" company
as of the closing date of the Fluor Daniel Transactions.
Long-Term Incentive Program
Under the Amended and Restated 1987 Stock Plan, the Committee established
an incentive program to reward executive officers and others in the Company for
delivering long-term value to the Company's stockholders. Currently, stock
option grants provide executive officers and other senior managers rights to
purchase shares of the Company's Common Stock at the fair market value (the
closing price of the Common Stock) on the date of grant, which vest over a
period of time. Since June 1990 the Committee has typically granted options upon
hire of the executive officer and at its June meeting each year for all senior
managers.
For the 1996 Fiscal Year, the Committee decided to grant the named
executive officers (other than the CEO) options to purchase 10,000 and 20,000
shares of the Company's Old Common Stock based upon the CEO's recommendation and
the Committee's subjective assessment of their individual performance during the
1995 Fiscal Year. These option grants were twice as large as in previous years
because the Committee wanted to increase the incentive value of the options and
planned not to award options in the following year. As of the date of this Proxy
Statement, the Committee has not awarded additional options to these
individuals.
Tax Deductibility Limit
The Omnibus Budget Reconciliation Act of 1993 added a new Section 162(m) to
the Internal Revenue Code of 1986 (the "Code"). Section 162(m) generally
provides that certain compensation in excess of $1 million per year paid to a
company's chief executive officer and any of its four other highest paid
executive officers is no longer deductible by a company unless the compensation
qualifies for an exception. This deduction limit generally applies only to
compensation that could otherwise be deducted by a company in a taxable year.
The Committee has reviewed the Company's executive compensation plans and
believes that the impact of Section 162(m) upon the Company will not be
significant for the next several years because no executive officer the Company
is likely to be paid compensation exceeding $1 million. The Committee will
consider the effect of Section 162(m) in authorizing or recommending future
executive compensation arrangements.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
In June 1995 the Committee changed substantially the CEO's compensation
plan for the 1996 Fiscal Year and into the future to tie even more strongly, the
CEO's total compensation with increases in stockholder value. It fixed the CEO's
base salary at $260,000, the same as the previous two years, and planned no
increase in base salary for the next five years. The CEO's
-15-
target bonus was raised from 40% to 50% of base salary, and it was decided that
the bonus would be paid 50% in cash and 50% in Common Stock. A bonus valued at
$78,000 ($39,000 in cash and 3,714 shares of New Common Stock), or 60% of the
target bonus, was paid to Mr. Barber for the 1996 Fiscal Year because the
Company successfully completed the Fluor Daniel Transactions and Mr. Barber was
instrumental in the transition planning to the "new" company (see discussion
above).
Mr. Barber was granted options to purchase an aggregate of 60,000 shares of
Old Common Stock at an exercise price of $12.375 per share (the market value on
date of grant) under the Company's option program. To provide a balance of
short- and long-term incentives, the Committee established that 20,000 shares
would vest ratably over five years like options granted to all employees under
the Amended and Restated 1987 Stock Plan. The Committee established that the
remaining 40,000 shares would vest ratably over three years beginning June 1998
(the third year after the option grant), unless certain performance criteria,
namely specified increases in the market value of the Company's Common Stock as
reported on the Nasdaq National Market System, are met.
The Company also granted to Mr. Barber 20,000 shares of restricted Old
Common Stock. The restrictions were set to lapse in the event certain
performance criteria, namely increased operating profit margins, were met, or in
the event of a change in control of the Company. In any event, restrictions were
set to lapse at the end of seven years from the date of grant because of
compensation accounting considerations. Given that the Fluor Daniel Transactions
resulted in a change of control of the Company, the restrictions on all of these
shares lapsed as of May 10, 1996.
Robert P. Schechter, Chairman
Allan S. Bufferd
David L. Myers
Ernie Green
James C. Stein
-16-
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder
return (assuming an investment of $100 on April 29, 1991) on its Old Common
Stock during the five year period presented with the cumulative return of the
Nasdaq Stock Market - U.S. Index and index of peer companies selected by the
Company consisting of companies engaged in the environmental services
industry.(1) The stock price performance on the graph below is not necessarily
indicative of future price performance.
PERFORMANCE GRAPH:
- ------------------
FLUOR DANIEL GTI PEER GROUP NASDAQ STOCK MARKET-US
---------------- ---------- ----------------------
4/91 100 100 100
4/92 101 71 121
4/93 73 54 139
4/94 66 57 155
4/95 59 44 180
4/96 64 37 257
(1) In addition to the Company, the peer group includes: Smith
Environmental Services Corp., Dames & Moore Inc., EMCON, Handex Environmental
Recovery, Inc., Harding Associates, Inc., International Technology Corporation,
OHM Corporation, TRC Companies, Inc. and Roy F. Weston, Inc. Earth Tech, which
was included in last year's peer group, was acquired by Tyco International on
January 15, 1996, and is no longer included. Information concerning the peer
group and the Nasdaq Stock Market-U.S. was supplied to the Company by Research
Data Group of San Francisco, CA.
The Board Compensation Committee Report on Executive Compensation and the
Performance Graph above shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
-17-
COMPLIANCE WITH SECTION 16(a)
OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file with the Securities and Exchange
Commission reports of ownership and changes in ownership of the Company's Common
Stock. Copies of those reports must also be furnished to the Company. The
Company is required to identify any of those persons who do not file those
reports on a timely basis. Based solely on a review of the copies of reports
furnished to the Company and written representations that no other reports were
required, the Company believes that during the 1996 Fiscal Year all filing
requirements applicable to directors and executive officers have been complied
with.
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected the firm of Coopers & Lybrand LLP for
appointment by the stockholders as independent public accountants for the
purpose of auditing and reporting upon the financial statements of the Company
for its interim fiscal year ending October 31, 1996. The firm of Coopers &
Lybrand was engaged on July 26, 1995. At no time preceding the engagement of
Coopers & Lybrand were there any material disagreements between the Company and
its former auditing firm, Ernst & Young LLP, on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures. The reports of Ernst & Young on the combined financial statements
for the year ended April 29, 1995 contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principle.
The selection of Coopers & Lybrand to serve as independent public
accountants was based upon a recommendation by the Audit Committee after request
by management for competitive bids by three independent auditing firms,
including Ernst & Young, and was approved by the full Board. Representatives of
Coopers & Lybrand are expected to be present at the Annual Meeting to make such
statements and answer such questions as are appropriate.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THIS
SELECTION.
STOCKHOLDER PROPOSALS
The Company has changed its fiscal year to October 31, and it is
anticipated that the Company will hold its next annual meeting of stockholders
in March 1997. Proposals of stockholders intended for inclusion in the proxy
statement to be mailed to all stockholders entitled to vote at the next annual
meeting of the Company must be received at the Company's principal executive
offices not later than October 15, 1996. In order to curtail controversy as to
the date on which a
-18-
proposal was received by the Company, it is suggested that proponents submit
their proposals by Certified Mail-Return Receipt Requested.
The Company's By-laws require stockholders to give advance notice and
furnish certain information to the Company in order to bring a matter of
business before an annual meeting or to nominate a person for election as a
director at an annual meeting or special meeting at which directors are to be
elected. For purposes of the Annual Meeting, such notice must be received on or
before, August 30, 1996 by Catherine L. Farrell, Secretary, at the Company's
executive offices.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Company, and in
addition to soliciting stockholders by mail through its regular employees, the
Company may request banks and brokers to solicit their customers who have stock
of the Company registered in the name of the nominee and, if so, will reimburse
such banks and brokers for their reasonable out-of-pocket costs. Solicitation by
officers and employees of the Company may also be made of some stockholders in
person or by mail, telephone or telecopy, following the original solicitation.
-19-
<PAGE>
[X]PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
1.) To vote for the election of the nominees listed For hold Except
below (except as otherwise noted), to serve for [ ] [ ] [ ]
the ensuing year, or until their successors are
elected and qualified:
DAVID L. MYERS, WALTER C. BARBER, ALLAN S. BUFFERD,
ROBERT P. SCHECHTER, ERNIE GREEN, J. MICHAL CONAWAY,
AND JAMES C. STEIN
If you do not wish your shares voted for a particular
nominee, mark the "For All Except" box and strike a
line through the nominee's name.
For Against Abstain
2.) To ratify the selection of the firm of Coopers & [ ] [ ] [ ]
Lybrand as auditors for the transition fiscal
year ending October 31, 1996.
To transact such other business as may properly come before the Annual Meeting
and any adjournments thereof.
RECORD DATE SHARES:
- ----------------------------------------------
REGISTRATION
- ----------------------------------------------
-------------------
Please be sure to sign and date this Proxy. Date
- ------------------------------------------------------------------
- ----Shareholder sign here------------------Co-owner sign here-----
Mark box at right if comments or address change have been
noted on the reverse side of this card. [ ]
- --------------------------------------------------------------------------------
DETACH CARD DETACH CARD
FLUOR DANIEL GTI, INC.
Dear Shareholder:
Please take note of the important information encosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders,
September 18, 1996.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Fluor Daniel GTI, Inc.
FLUOR DANIEL GTI, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - SEPTEMBER 18, 1996
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder(s) of Fluor Daniel GTI, Inc., a Delaware
corporation, revoking all prior proxies, hereby appoints DAVID L. MYERS and
WALTER C. BARBER and each of them, proxies, with full power of substitution, to
vote all of the shares of common stock of Fluor Daniel GTI, Inc., which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of Fluor
Daniel GTI, Inc. to be held at the Courtyard Marriott, 300 River Ridge Drive,
Norwood, Massachusetts on Wednesday, September 18, 1996, at 9:30 a.m., local
time, and at any adjournment or adjournments thereof, as set forth on the
reverse side and, in their discretion, upon any other business that may properly
come before the meeting. Attendance of the undersigned at the meeting or any
adjournment session thereof will not be deemed to revoke this proxy unless the
undersigned shall affirmatively indicate thereat the intention of the
undersigned to vote said shares in person.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the Company.
Joint owner should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signatire should be that of an
authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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