<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Fluor Daniel, GTI, 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] No fee required.
[ ] 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
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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
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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<PAGE> 2
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 Tuesday, March 17, 1998, at 9:30 a.m., at the Courtyard Marriott, 300 River
Ridge Drive, Norwood, Massachusetts for the following purposes:
1. To elect six 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 Ernst & Young LLP as auditors for the fiscal year ending October
31, 1998.
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 January 30, 1998
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
RAYMOND M. BUKATY
Secretary
February 27, 1998
YOUR VOTE IS IMPORTANT.
PLEASE PROMPTLY COMPLETE, SIGN, DATE AND
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
<PAGE> 3
FLUOR DANIEL GTI, INC.
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
MARCH 17, 1998
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 Tuesday, March 17, 1998, 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 February 27,
1998.
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 six nominees for director and FOR the ratification of the
appointment of Ernst & Young LLP as independent auditors for the fiscal year
ending October 31, 1998. The Board of Directors does not know of any other
matters to be brought before the Annual Meeting. 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.
RECORD DATE AND VOTING RIGHTS
Only stockholders of record at the close of business on January 30, 1998,
are entitled to vote at the Annual Meeting. On that date, the Company had
outstanding and entitled to vote 8,370,874 shares of Common Stock, par value
$.001 per share (the "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 Common Stock and $8.62 in cash.) Each stockholder is
entitled to one vote for each share of 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 six 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.
<PAGE> 4
ANNUAL REPORT
The Company's Annual Report on Form 10-K, containing consolidated financial
statements for the fiscal year ended October 31, 1997 (the "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
PROPOSAL 1
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,
consultant or partner of the Company or any affiliate of the Company or an
officer, employee, principal stockholder, consultant or partner of an 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, 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.
Allan S. Bufferd and Ernie Green have served as the Independent Directors
since May 10, 1996. Messrs. Bufferd and Green have been nominated to serve as
the Independent Directors for the next year; however, effective December 31,
1996, Mr. Schechter resigned as a director of the Company. Although the Board of
Directors has initiated and is continuing a search to find a replacement
Independent Director, a suitable candidate has not been identified at the date
of mailing this proxy statement. Mr. Schechter has not been nominated, and only
two Independent Directors have been nominated. Accordingly, the Company has for
this Annual Meeting waived the requirement under the Investment Agreement that
Fluor Daniel vote its shares in favor of three Independent Directors and for Mr.
Schechter at the Annual Meeting. Proxies cannot be voted for more than six
nominees. Pursuant to Section 223 of the Delaware General Corporation Law and
Section 8.1(c) of the Company's By-laws, the Board of Directors intends to
appoint a third Independent Director to serve until the next annual meeting of
stockholders.
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.
RONALD G. PETERSON, AGE 53
Mr. Peterson has been Chairman of the Board of the Company since December
8, 1997, and has been a Director since May 19, 1997. He has been Group
President -- Government, Environmental and Telecommunications of Fluor Daniel
since March 1997. From April 1995 through March 1997, he served as President,
2
<PAGE> 5
Government Services Operating Company of Fluor Daniel. From 1990 to 1995, he
served as Vice President and General Manager, Space and Strategic Propulsion
Business Unit of Alliant Techsystems.
WALTER C. BARBER, AGE 56
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 60
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 Board of the Beth Israel Deaconess Medical Center (Boston).
J. MICHAL CONAWAY, AGE 49
Mr. Conaway has been a Director of the Company since May 10, 1996, when
Fluor Daniel acquired a majority interest in the Company. Since December 1996 he
has served as Senior Vice President and Chief Financial Officer of Fluor
Corporation, the holding company of Fluor Daniel. From May 1994 to December
1996, he served as Vice President and Chief Financial Officer, and 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, Chief
Financial Officer and a director of National Gypsum Company and its parent,
Aancor Holdings, Inc.
ERNIE GREEN, AGE 59
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.
DAVID L. MYERS, AGE 51
Mr. Myers has been a Director of the Company since May 10, 1996, when Fluor
Daniel acquired a majority interest in the Company, and served as Chairman until
December 8, 1997. Since March 29, 1997, Mr. Myers has served as Group
President -- Industrial, of Fluor Daniel. From July 1994 to March 1997, he
served as President, Environmental Strategies 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.
3
<PAGE> 6
THE BOARD OF DIRECTORS AND ITS COMMITTEES
GENERAL
The Board of Directors of the Company held four meetings during the Fiscal
Year. 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 which Messrs. Bufferd (Chairman), Conaway, Green, Myers
and Peterson 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. The
Compensation Committee, of which Messrs. Green (Chairman), Bufferd, Conaway,
Myers and Peterson are currently members, reviews and makes recommendations
concerning executive salaries, bonuses and the Company's stock plans. The
Compensation Committee met twice during the Fiscal Year. The Board of Directors
does not currently have a standing nominating committee.
COMPENSATION OF DIRECTORS
The compensation for the Fiscal Year to the non-employee directors was
$7,500 plus $1,000 for each day of attendance at meetings of the Board of
Directors or Committees. (The full year compensation has been set at $15,000
plus $1,000 for each day of attendance at meetings.) 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.
Outstanding options under the 1995 Director Plan as of May 10, 1996 were
adjusted pursuant to the Fluor Daniel Transactions (as defined in footnote 8 of
the table set forth under the heading "Share Ownership of Management and
Principal Holders").
CERTAIN BUSINESS RELATIONSHIPS
In connection with the Investment Agreement, the Company and Fluor Daniel
entered into a Marketing Agreement and an Intercompany Services Agreement
pursuant to which the Company has received, and it is anticipated that the
Company will receive in the future, revenues from Fluor Daniel; and pursuant to
which Fluor Daniel has received, and it is anticipated that it will receive in
the future, revenues from the Company. During the Fiscal Year the amount of such
revenues to either the Company or Fluor Daniel did not equal at least 5% of that
entity's respective consolidated gross revenues. Messrs. Myers and Peterson are
officers of Fluor Daniel, and Mr. Conaway is an executive officer of Fluor
Corporation, the holding company of Fluor Daniel.
4
<PAGE> 7
SHARE OWNERSHIP OF MANAGEMENT AND PRINCIPAL HOLDERS
The following table sets forth information as of January 6, 1998 concerning
the ownership of 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 Common Stock. Except as otherwise noted, the persons or entities
identified have sole voting and investment power with respect to such shares.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME AND ADDRESS** OWNERSHIP PERCENT
------------------ ----------------- -------
<S> <C> <C>
Ronald G. Peterson......................................... 1,000
David L. Myers............................................. 750 *
Walter C. Barber........................................... 168,518(1) 2.0%
Glenn Batchelder........................................... 44,329(2) *
Allan S. Bufferd........................................... 8,350(3) *
J. Michal Conaway.......................................... 0 *
Ernie Green................................................ 2,993 *
Wendell W. Lattz........................................... 37,597(4) *
Anne Nolan................................................. 8,238(5) *
J. Steven Paquette......................................... 25,997(6) *
All Current Directors and Executive Officers
as a group (12 persons).................................. 302,772(7) 3.5%
Fluor Daniel, Inc.
3353 Michelson Drive
Irvine, CA 92698......................................... 6,168,970(8) 60.8%
The TCW Group, Inc.
865 South Figueroa Street
Los Angeles, CA 90017.................................... 464,053(9) 5.6%
</TABLE>
- ---------------
* Represents beneficial ownership of less than 1% of the Company's
outstanding shares of Common Stock.
** Addresses are given for beneficial owners of more than 5% of the
outstanding Common Stock only.
(1) Includes 138,467 shares subject to options under the Company's Amended and
Restated 1987 Stock Plan which are exercisable at January 6, 1998, or
within 60 days thereafter.
(2) Includes 44,329 shares subject to options granted under the Company's
Amended and Restated 1987 Stock Plan which are exercisable at January 6,
1998, or within 60 days thereafter.
(3) Includes 7,310 shares subject to options under the Company's Amended and
Restated 1995 Director Plan exercisable at January 6, 1998, 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.
(4) Includes 36,235 shares subject to options granted under the Company's
Amended and Restated 1987 Stock Plan which are exercisable at January 6,
1998, or within 60 days thereafter.
(5) Includes 7,922 shares subject to options granted under the Company's
Amended and Restated 1987 Stock Plan which are exercisable at January 6,
1998, or within 60 days thereafter.
(6) Includes 24,926 shares subject to options granted under the Company's
Amended and Restated 1987
5
<PAGE> 8
Stock Plan which are exercisable at January 6, 1998, or within 60 days
thereafter.
(7) Includes 262,182 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 January 6, 1998, or within 60 days
thereafter.
(8) 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 Common Stock (approximately 54.5% of the total shares outstanding on the
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
Common Stock at a purchase price of $13.1274 per share, which is
exercisable between December 11, 1996 and December 11, 1998.
(9) According to a Schedule 13G received by the Company, these shares may also
be deemed owned by Robert Day, an individual who may be deemed to control
The TCW Group, Inc., and other holders of the Common Stock of the Company.
Mr. Day's address is 200 Park Avenue, Suite 2200, New York, NY 10166.
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for
services in all capacities to the Company and its subsidiaries during the Fiscal
Year, the six-month interim fiscal year ended October 31, 1996 (the "Interim
Fiscal Year"), and the previous full fiscal year of those persons who were, at
October 31, 1997, the Company's Chief Executive Officer and its other four most
highly compensated executive officers (collectively, the "named executive
officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION --------------------------------------
NAME AND PRINCIPAL ------------------------- RESTRICTED STOCK OTHER
POSITION IN INTERIM YEAR SALARY BONUS($) STOCK OPTIONS COMPENSATION
FISCAL YEAR (1) ($) (2) AWARDS($) (#)(3) ($)(4)
- ------------------------------------- ----- -------- ------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
WALTER C. BARBER..................... 1997 260,000 15,000 0 8,500 17,138
President and 1996A 125,428 0 0 0 2,257
Chief Executive Officer 1996 260,000 78,000(5) 247,500(6) 77,700 6,243
J. STEVEN PAQUETTE................... 1997 148,462 10,000 0 7,000 86,287
Vice President and 1996A 67,716 0 0 0 1,263
General Manager, 1996 140,000 40,000 0 25,900 19,307(7)
North Region
WENDELL W. LATTZ..................... 1997 150,000 0 0 7,000 5,873
Sr. Vice President and 1996A 72,540 0 0 0 1,039
General Manager, 1996 150,000 35,000 0 25,900 3,321
South Region
GLENN BATCHELDER..................... 1997 135,000 10,000 0 5,000 15,202
Vice President and 1996A 67,500 0 0 0 2,043
Regional Manager 1996 135,000 30,000 0 15,000 4,664
ANNE NOLAN........................... 1997 128,462 10,000 0 4,000 15,129
Vice President, 1996A 60,000 0 0 0 1,747
Business Administration 1996 113,077 22,000 0 10,000 3,702
</TABLE>
6
<PAGE> 9
- ---------------
(1) Information regarding the Interim Fiscal Year is set forth in the row
headed "1996A".
(2) The amounts indicated under "Bonus" are based on service during the fiscal
years indicated, although paid during the following fiscal year.
(3) Options granted during the Fiscal Year were granted pursuant to the
Company's Amended and Restated 1987 Stock Plan. Pursuant to the Fluor
Daniel Transactions, all outstanding options were adjusted, and the table
sets forth the adjusted options.
(4) The total amounts shown in this column for the last fiscal year consist of
the following: (i) Mr. Barber: $638 -- Health insurance offset;
$8,400 -- Company contributions to defined contribution plans;
$6,209 -- discounted employee stock purchase; $1,890 -- Benefit
attributable to Company-provided life insurance policy; (ii) Mr. Paquette:
$638 -- Health insurance offset; $455 -- Vacation cash out; $9,000 -- Cash
surrender value of life insurance policy; $300 -- Attendance award;
$5,526 -- Company contributions to defined contribution plans;
$70,168 -- Relocation expenses; $200 -- Benefit attributable to
Company-provided life insurance policy; (iii) Mr. Lattz: $638 -- Health
insurance offset; $300 -- Attendance award; $4,731 -- Company contributions
to defined contribution plans; $204 -- Benefit attributable to
Company-provided life insurance policy; (iv) Mr. Batchelder: $638 -- Health
insurance offset; $9,000 -- Cash surrender value of life insurance policy;
$5,452 -- Company contributions to defined contribution plans;
$112 -- Benefit attributable to Company-provided life insurance policy; and
(v) Ms. Nolan: $638 -- Health insurance offset; $9,000 -- Cash surrender
value of life insurance policy; $5,219 -- Company contributions to defined
contribution plans; $272 -- Benefit attributable to Company-provided life
insurance policy.
(5) Mr. Barber's bonus was paid 50% in cash ($39,000) and 50% in stock (3,714
shares of Common Stock, valued at $10.50 per share on June 10, 1996).
(6) 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
elsewhere 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. No other
executives in the Company hold restricted stock.
(7) Includes $16,219 in 1996 and $11,035 in 1995 relating to forgiveness of a
loan. Upon hiring Mr. Paquette in February 1993, the Company agreed to
continue a loan he received from his previous employer for relocation
expenses, which was required to be repaid when he left to join the Company.
STOCK OPTIONS
The following table contains information concerning the grant of stock
options made during the Fiscal Year under the Company's long-term incentive
program to the named executive officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
---------------------------------------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS GRANT DATE
SECURITIES GRANTED TO EXERCISE PRESENT
UNDERLYING EMPLOYEES IN PRICE ($/SH) EXPIRATION VALUE
NAME OPTIONS GRANTED FISCAL YEAR (2) DATE ($)(3)
- --------------------------------- ---------------- ------------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Walter C. Barber................. 8,500 8.1 8.25 12/02/02 33,065
J. Steven Paquette............... 7,000 6.6 8.25 12/02/02 27,230
Wendell W. Lattz................. 7,000 6.6 8.25 12/02/02 27,230
Glenn Batchelder................. 5,000 4.7 8.25 12/02/02 19,450
Anne Nolan....................... 4,000 3.8 8.25 12/02/02 15,560
</TABLE>
7
<PAGE> 10
- ---------------
(1) As a matter of policy, no SARs were granted to any of the named executive
officers.
(2) Options were granted with an exercise price equal to the fair market value
of the underlying common stock on the date of grant. The exercise price and
tax withholding obligations related to exercise may be paid by delivery of
already owned shares or by offset of the underlying shares, subject to
certain conditions.
(3) The Grant Date Present Value is computed using the Black-Scholes option
pricing model based on the following general assumptions: (a) an Expected
Option Life of five years which reflects a reduction of the actual seven
year term of the option based on historical data regarding the average
length of time an executive holds an option before exercising; (b) a
Risk-Free Interest Rate that represents the interest rate on a U.S.
Treasury Strip with a maturity date corresponding to that of the Expected
Option Life; (c) Stock Price Volatility is calculated using daily stock
prices over an eight-month period preceding the grant date; and (d)
Dividend Yield is assumed to be zero. Notwithstanding the fact that these
options are non-transferable, no discount for lack of marketability was
taken. The option value was not discounted for risk of forfeiture during
the vesting period. The actual value, if any, an executive may realize will
depend upon the excess of the stock price over the exercise price on the
date the option is exercised, so there is no assurance that the value
realized by the executive will be at or near the amount shown. Options were
granted for a term of seven years, subject to earlier termination in
certain events related to termination of employment, and vest in five equal
annual installments commencing 12 months after the date of grant. The
specific option pricing model assumptions for this grant were as follows:
$8.25 Exercise Price; 6.0% Risk Free Interest Rate; 44.4% Stock Price
Volatility; and 0% Dividend Yield.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information regarding options exercised by
the named executive officers during the Fiscal Year, as well as the number of
shares covered by all exercisable and non-exercisable stock options held by
these individuals at year-end.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES VALUE OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END($)(1)
ACQUIRED ON REALIZED ----------------------------- -----------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Walter C. Barber........ 0 0 138,467 79,969 1,169 4,675
J. Steven Paquette...... 0 0 24,926 26,321 963 3,850
Wendell W. Lattz........ 0 0 36,235 26,969 963 3,850
Glenn Batchelder........ 0 0 44,329 21,484 686 2,750
Anne Nolan.............. 0 0 7,922 12,266 550 2,200
</TABLE>
- ---------------
(1) The value of unexercised in-the-money options at year-end assumes a fair
market value for the Company's Common Stock of $8.9375, the average of the
high and low prices of the Company's Common Stock on October 31, 1997 (the
end of the Fiscal Year).
LONG-TERM AWARDS
The following table provides information with respect to the named
executive officers concerning cash incentive awards made during fiscal 1997
under the Company's Executive Compensation Program. Each award under the
Company's Executive Compensation Program represents the right to receive an
amount in cash if earnings targets for a specified period, as established by the
Compensation Committee, are achieved. If earnings fall below the threshold
amount, no award is payable. If earnings fall between the threshold amount and
the target amount or between the target amount and the maximum amount then the
amount of the award is prorated accordingly. In addition, an individual
performance factor multiplier of from 0 to 2.0 will adjust the actual award
level. Payments made under the Executive Compensation Program are reported in
the Summary Compensation Table in the year of payout, if any.
8
<PAGE> 11
EXECUTIVE COMPENSATION PROGRAM-AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE ESTIMATED FUTURE PAYOUTS
OR OTHER UNDER NON-STOCK PRICE BASED PLANS($)
PERIOD UNTIL ------------------------------------
MATURATION OR MIDDLE
NAME PAYOUT THRESHOLD TARGET MAXIMUM
- ---- -------------- --------- ------ -------
<S> <C> <C> <C> <C>
Walter C. Barber.......................... 3 years 15,750 63,000 126,000
J. Steven Paquette........................ 3 years 12,000 48,000 96,000
Wendell W. Lattz.......................... 3 years 12,000 48,000 96,000
Glen Batchelder........................... 3 years 10,500 42,000 84,000
Anne Nolan................................ 3 years 7,500 30,000 60,000
</TABLE>
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 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 exercisable 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.
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<PAGE> 12
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 on the last day of the Fiscal Year, 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,
$410,495; Mr. Paquette, $84,173; Mr. Lattz, $156,547; Mr. Batchelder, $74,866;
and Ms. Nolan, $70,606.
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The executive compensation program is administered by the Compensation
Committee of the Board of Directors (the "Compensation Committee"), which is
currently composed of Messrs. Bufferd and Green, the two Independent Directors
of the Company, and Messrs. Conaway, Myers and Peterson of Fluor Daniel. It has
the responsibility for all compensation matters for the Company's senior
management. The Compensation 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 Compensation 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 four other 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 Compensation Committee's
executive compensation decisions affecting those individuals. Set forth below is
the Compensation Committee's report addressing these matters.
COMPENSATION PHILOSOPHY AND PRINCIPLES
Under the direction of the Compensation 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 have received
options at fair market value that vest over a period of years, 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. During the fiscal year, the
Compensation Committee adopted a cash-based long term incentive program,
discussed below. The Compensation 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's vision is to be the recognized world leader in environmental
solutions. To achieve this the Company will: have the best people, exceed
customer expectations, grow shareholder value, improve through innovation, work
as a team, conduct itself ethically and eliminate accidents. To achieve these
goals, the Compensation Committee believes the executive compensation program
must create financial opportunities for senior managers. The guiding principles
of the Compensation Committee are to:
- - Create a compensation program that supports the Company's strategic goals and
thus enhances stockholder value;
10
<PAGE> 13
- - Provide a competitive compensation program to attract and retain qualified
senior managers necessary for long-term success;
- - Establish a direct and substantial relationship between cash compensation and
performance to motivate senior managers for short-term results;
- - Align the interests of senior managers with the long-term interests of
stockholders through award opportunities to receive long-term cash incentives
and to acquire the Company's stock; and
- - Reevaluate compensation decisions annually to ensure alignment of
compensation practices with the Company's goals.
COMPENSATION POLICIES AND PRACTICES TOWARD EXECUTIVE OFFICERS
The Compensation Committee made important changes in the Company's
executive compensation program for the Fiscal Year. The program has been
comprised of cash compensation in the form of base salary, potential profit
sharing and bonus, and benefits typically offered executives in corporations of
similar size and in similar businesses as the Company. After an evaluation of
the compensation program, the Compensation Committee added a cash-based
long-term incentive program, and made certain other changes for the 1997 fiscal
year.
CASH COMPENSATION
The Compensation 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
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 on page 13 of this proxy statement, as well as
other companies of similar size included in independent survey data. The
Compensation Committee made certain changes for cash compensation to executive
officers during the Fiscal Year. Specifically, two executives received increases
in base salary, and bonus target amounts were changed from a percentage of base
salary to a fixed dollar amount. In addition, to provide cash incentives to all
employees, including the CEO and the other executive officers, the Company
instituted a new profit sharing plan, which provides that 20% of pre-tax
earnings on an annual basis are to be distributed to employees in proportion to
their base salary in the form of a contribution to a 401(k) plan. When this plan
was adopted, the Company agreed that it would make a minimum contribution of 2%
of base salary for fiscal 1997, and would make a minimum contribution of 1% of
base salary for fiscal 1998.
The Compensation Committee also modified the Company's Bonus Plan to
provide that bonuses are to be computed using weighted factors tied to key
results areas ("KRA's") and individual performance. The Compensation Committee
approves target bonus amounts for senior executives based on recommendations of
members of the Compensation Committee. Bonuses in excess of the target amount,
if any, will be paid in the form of Company stock. Bonuses may not be paid
unless the Company's earnings before interest and taxes exceed an amount
established by the Compensation Committee in its December meeting.
LONG-TERM INCENTIVE PROGRAM
Under the Amended and Restated 1987 Stock Plan (the "1987 Plan"), the
Compensation Committee had established an incentive program to reward executive
officers and others in the Company for delivering long-term value to the
Company's stockholders. The 1987 Plan expired in January 1997 and a new plan,
the 1997 Stock Plan, was adopted and approved by shareholders in March 1997.
This plan carried forward the remaining number of shares authorized by the 1987
Plan. 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 Compensation Committee has typically granted
options upon hire of the executive officer and at
11
<PAGE> 14
its June or December meeting each year for all senior managers. In December
1996, the Compensation Committee significantly reduced the number of employees
who received an option grant.
The Compensation Committee also adopted a cash feature which was added to
the Company's long-term incentive program. This feature is intended to focus the
management team on specific Company earnings objectives approved annually by the
Board of Directors. Under this feature, the Compensation Committee may make
grants of cash incentive awards which are based upon meeting three-year Company
earnings targets established by the Compensation Committee. The cash incentive
awards also may be adjusted by the employee's supervisor, or in the case of the
CEO, by the Chairman of the Board, based on an individual performance factor
multiplier of from 0 to 2.0, as determined by an evaluation of performance
relative to the employee's KRA's.
TAX DEDUCTIBILITY LIMIT
The Omnibus Budget Reconciliation Act of 1993 added 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 not 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 Compensation
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 of the Company is likely to
be paid compensation exceeding $1 million. The Compensation Committee will
consider the effect of Section 162(m) in authorizing or recommending future
executive compensation arrangements.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
The Compensation Committee 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 two years. The CEO's target bonus was set, in December 1997, at $70,000
under the Bonus Plan, with any amount in excess of such target to be paid in
Company stock. The Board did not increase the CEO's base salary for the Fiscal
Year and no bonus was paid to Mr. Barber for the Fiscal Year because the Company
did not meet performance goals. However, a bonus of $15,000 in recognition of
the outstanding improvements in the Company's safety performance was paid to Mr.
Barber.
Ernie Green, Chairman
Allan S. Bufferd
J. Michael Conaway
David L. Myers
Ronald G. Peterson
12
<PAGE> 15
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder
return (assuming an investment of $100 on April 28, 1992 (the beginning of the
Company's old fiscal year)) on its Old Common Stock during the four year period
presented, on its Common Stock during the Interim Fiscal Year (May 1 through
October 31, 1996) and during the Fiscal Year with the cumulative return during
the same periods 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.
[CHART]
<TABLE>
<CAPTION>
FLUOR DANIEL/ NASDAQ STOCK
MEASUREMENT PERIOD GTI INC. PEER GROUP MARKET - US
- ------------------ ------------- ---------- ------------
<S> <C> <C> <C>
04/92 100 100 100
04/93 73 78 115
04/94 66 83 128
04/95 59 62 149
04/96 64 53 212
10/96 56 53 217
10/97 59 56 285
</TABLE>
- ---------------
(1) In addition to the Company, the peer group includes: Smith Technology
Corp., Dames & Moore Inc., EMCON, Handex Corporation, Harding Lawson
Associates Group, Inc., International Technology Corporation, OHM
Corporation, TRC Companies, Inc. and Roy F. Weston, Inc. 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.
RATIFICATION OF SELECTION OF AUDITORS
PROPOSAL 2
The Board of Directors has selected the firm of Ernst & Young 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 fiscal year ending October 31, 1998. The firm of Ernst & Young was
engaged on December 12, 1996, at which time the Company's former auditing firm,
Coopers & Lybrand LLP, was dismissed. At no time preceding the engagement of
Ernst & Young were there any material disagreements between the Company and
Coopers & Lybrand on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures. The reports of Coopers &
Lybrand on the combined financial statements for the year ended April 27, 1996
and for the interim fiscal year ended October 31, 1996 contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
13
<PAGE> 16
The selection of Ernst & Young to serve as independent public accountants
was based upon a recommendation by the Audit Committee and was approved by the
full Board. Ernst & Young serves as the independent public accountants for Fluor
Corporation, the parent company of Fluor Daniel, Inc., the owner of
approximately 53% of the Company's outstanding Common Stock. Representatives of
Ernst & Young 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and ten percent stockholders 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 Fiscal Year all
filing requirements applicable to directors, executive officers and ten percent
stockholders have been complied with, except that Mr. David Backus filed three
reports late, each to report one transaction, and Mr. Peterson filed one Form 3
late to report his holdings of Company stock.
STOCKHOLDER PROPOSALS
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 31, 1998. In order to curtail controversy as to the date on which a
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 February 24, 1998 by Walter C. Barber, President and Chief Executive
Officer, 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.
14
<PAGE> 17
FLUOR DANIEL GTI, INC.
Proxy for Annual Meeting of Shareholders - March 17, 1998
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder(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 Shareholders of Fluor
Daniel GTI, Inc., to be held at the Courtyard Marriott, 300 River Ridge Drive,
Norwood, Massachusetts, on Tuesday, March 17, 1998 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 at 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 REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
Please sign this proxy exactly as your name appears on the books of the
Company. Joint owners 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 signature
should be that of an authorized officer who should state his or her title.
- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
<PAGE> 18
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
-- -- -- -- -- -- -- -
FLUOR DANIEL GTI, INC.
-- -- -- -- -- -- -- -
RECORD DATE SHARES:
1. To vote for the election of the nominees listed below (except as otherwise
noted), to serve for the ensuing year, or until their successors are elected
and qualified.
[ ] For All Nominees [ ] Withhold [ ] For All Except
Walter C. Barber, Allan S. Bufferd, J. Michal Conaway,
Ernie Green, David L. Myers and Ronald G. Peterson
If you do not wish your shares voted "For" a particular nominee, mark the "For
All Except" box and strike a line through that nominee's name. Your shares will
be voted for the remaining nominees.
2. To consider and act upon the matter of ratifying the selection of the firm
of Ernst & Young LLP as auditors for the fiscal year ending October 31, 1998.
[ ] For [ ] Against [ ] Abstain
To transact such other business as may properly come before the Annual
Meeting and at any adjournment thereof.
Mark box at right if an address change or comment has been noted on the
reverse side of this card. [ ]
-- -- -- -- -- -- --
Please be sure to sign and date this Proxy. Date
- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
Shareholder sign here Co-owner sign here
- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
DETACH CARD DETACH CARD
<PAGE> 19
FLUOR DANIEL GTI, INC.
Dear Shareholder,
Please take note of the important information enclosed with this proxy card.
There are a number of issues related to the management and operation of your
Corporation 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 this proxy card to indicate how your shares will 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 Shareholders, March
17, 1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Fluor Daniel GTI, Inc.
