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 [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
EA Engineering, Science, and Technology, Inc.
(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-22: 1/
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(4) Proposed maximum aggregate value of transaction:
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[ ] Check the 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: $ -0-
(2) Form, schedule, or registration statement no.:
(3) Filing party: EA Engineering, Science, and Technology, Inc.
(4) Date filed: December 3, 1996
1/ Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
11019 McCormick Road
Hunt Valley, Maryland 21031
NOTICE OF ANNUAL MEETING
JANUARY 15, 1997
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders of EA
Engineering, Science, and Technology, Inc. will be held on January 15, 1997, at
9:00 a.m. EST, at the Company's General Offices, 11019 McCormick Road, Hunt
Valley, Maryland, for the following purposes:
1. To elect four directors to serve until the next annual meeting and
until their successors are elected and qualified;
2. To ratify the appointment of Arthur Andersen LLP as independent
public accountants for the Company for the fiscal year ending August
31, 1997;
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only holders of record of Common Stock as of the close of business on
November 8, 1996, are entitled to receive notice of and vote at the meeting or
any adjournment or adjournments thereof.
By Order of the Board of Directors
Stephen J. Hammalian
Executive Vice President and Secretary
Dated at Baltimore, Maryland
November 8, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,
PLEASE SIGN, DATE, AND RETURN THE ACCOMPANYING PROXY
PROMPTLY IN THE ENCLOSED POSTAGE PAID RETURN ENVELOPE.
<PAGE>
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by
and on behalf of the Board of Directors of EA Engineering, Science, and
Technology, Inc. (together with its wholly-owned subsidiaries, the "Company") of
proxies from the holders of the Company's Common Stock for use at the Annual
Meeting (the "Meeting") to be held on January 15, 1997, and any adjournment or
adjournments thereof. The giving of a proxy does not affect your right to vote
should you attend the Meeting in person, and the proxy may be revoked at any
time before it is voted by giving the Secretary of the Company a signed
instrument revoking the proxy or a signed proxy of a later date. Each properly
executed proxy not revoked will be voted in accordance with instructions
thereon. If no instructions are specified in the proxy, it is the intention of
the persons named in the accompanying proxy to vote FOR the election of the
nominees named herein as directors of the Company and FOR the matter described
in Item 2 in the Notice of Annual Meeting.
The Company's Annual Report to Stockholders for the fiscal year ended
August 31, 1996 (the "Annual Report"), containing audited consolidated financial
statements and the message of the Chief Executive Officer, is being mailed to
stockholders along with the Notice of Annual Meeting and Proxy Statement. The
consolidated financial statements and discussion and analysis by management of
the Company's financial condition and results of operations contained in the
Annual Report are incorporated herein by reference.
The mailing address of the Company's principal executive office is:
11019 McCormick Road, Hunt Valley, Maryland 21031, and the approximate date on
which this Proxy Statement and the form of proxy are first being sent to
stockholders is December 11, 1996.
Only holders of record of the Company's common stock, par value $.01 per
share (the "Common Stock"), at the close of business on November 8, 1996, are
entitled to vote at the Meeting, one vote for each share of Common Stock so
held. On that date there were 6,183,800 shares of Common Stock outstanding.
PRINCIPAL SHAREHOLDERS
The following table shows, as of November 1, 1996, the total number of
shares of Common Stock beneficially owned by each person who was known by the
Board of Directors to own more than 5% of the Common Stock:
Shares Beneficially
Name and Address of Owned Directly or Percent of
Beneficial Owner Indirectly Common Stock
------------------- ------------------- ------------
The Depository Trust Company (1) 3,325,600 53.8%
Box 20, Bowling Green Station
New York, New York 10004
Loren D. Jensen 1,549,100 25.1%
10 Burnbrae Road
Towson, Maryland 21204
Cleaveland D. Miller, Trustee(2) 702,000 11.4%
250 W. Pratt Street
Baltimore, Maryland 21201
- ----------
(1) Cede & Co., the nominee of The Depository Trust Company, holds shares of
Common Stock for the accounts of various institutions participating in the
facilities of The Depository Trust Company.
(2) Cleaveland D. Miller is the trustee of irrevocable trusts for the benefit
of each of Loren D. Jensen's three children.
1
<PAGE>
ELECTION OF DIRECTORS
The four persons named in the following table have been designated as
nominees for election to the Board of Directors, each to serve for a one-year
term and until his successor is duly elected and qualified. All of the nominees
listed below currently serve as directors of the Company. If any of such
nominees declines or becomes unable to serve, the persons named in the proxy
will vote for the election of any substitute nominee designated by the Board of
Directors. The Company has no reason to believe that any nominee will decline or
be unable to serve.
<TABLE>
<CAPTION>
Shares
Name, Age, Principal Occupation Served as Beneficially Owned (1)
during Past Five Years, and Director -----------------------------
Other Corporate Directorships Since Amount Percent (3)
-------------------------------- --------- ------ -------
<S> <C>
Edmund J. Cashman, Jr., Age 60; Senior 1987 44,875 *
Executive Vice President and Director of Legg
Mason, Inc.; Senior Executive Vice President of
Legg Mason Wood Walker, Incorporated; Director
of Worldwide Value Fund, Inc.
Loren D. Jensen, Ph.D., Age 59; Chairman 1973 1,549,100 24.6%
and Chief Executive Officer of the Company
Rudolph P. Lamone, Ph.D., Age 65; Chairman 1987 10,450 *
of the Board, Michael D. Dingman Center for
Entrepreneurship, University of Maryland
College of Business and Management
George G. Radcliffe, Age 72; Retired Chairman 1990 10,900 *
of the Board, The Baltimore Life Insurance
Company; Trustee Emeritus of The Johns Hopkins
University
All executive officers and directors of the Company 1,769,500(2) 28.0%
as a group (6 individuals)
- --------------
</TABLE>
* Less than 1%
(1) Based upon information supplied by each executive officer and director of
the Company as of November 1, 1996. Unless otherwise noted, all shares
indicated are held with sole voting and sole investment power.
(2) Includes 1,733,200 shares for which directors and executive officers have
sole voting and dispositive powers, 6,300 exercisable options by the
Company's executive officers, and 30,000 exercisable options by the
Company's non-employee directors.
(3) Shares subject to presently exercisable options held by directors and
executive officers are deemed to be outstanding for the purpose of
computing the percentage of outstanding common stock beneficially owned by
all directors and executive officers as a group.
2
<PAGE>
Certain Transactions
The Company leases approximately 32,400 square feet of office space which
serves as its Mid-Atlantic Operations facilities in Sparks, Maryland, from
Ecolair Limited Partnership ("Partnership"), a Maryland limited partnership of
which Loren D. Jensen is the general partner. The remaining limited partners are
Dr. Jensen's three children. For the year ended August 31, 1996, the Company's
rent payments (including operating expenses) to the Partnership were
approximately $754,200. The lease commenced December 1, 1991, and is for a
10-year period.
The Company leases approximately 42,100 square feet of office space in Hunt
Valley, Maryland, from Merrymack Limited Partnership, a Pennsylvania limited
partnership of which Loren D. Jensen is the general partner and Ecolair Limited
Partnership is the limited partner. This space serves as the Company's corporate
headquarters, along with its training center, as well as providing office
facilities for certain professional, technical, and administrative staff for
some of its operations staff. The leases for this space are for an initial term
of 10 years expiring at various time throughout 2003. Total rent payments
(including operating expenses) for the year ended August 31, 1996 for this lease
were approximately $652,700.
On March 1, 1990, the Company leased a 16,500 square foot facility adjacent
to its existing facility in Sparks, Maryland, from ARE Sparks Limited
Partnership, a Pennsylvania limited partnership of which Loren D. Jensen is the
general partner and Ecolair Limited Partnership is the limited partner. In March
1991, the facility renovation was completed and now serves as the Company's
laboratory. The lease is for an initial period of 10 years. Total rent payments
(including operating expenses) during fiscal 1996 under this lease were
approximately $648,100.
Legg Mason Capital Management Group, with which Edmund J. Cashman is
affiliated, provides investment advice to the Company from time to time.
Management of the Company believes that the terms and conditions of the
transactions between the Company and entities with which certain of its
directors are associated were on terms and conditions at least as favorable to
the Company as could have been obtained elsewhere.
The Board of Directors recommends a vote "FOR" the election of the above
nominees as directors of the Company.
BOARD ORGANIZATION AND COMPENSATION
Organization
The Board of Directors held eight meetings during the fiscal year ended
August 31, 1996. Each incumbent director attended at least 75% of the meetings
of the Board of Directors and of its committees of which he was a member. In
addition, the Company has an Audit Committee and a Compensation Committee, but
does not have a Nominating Committee.
The Audit Committee of the Board of Directors, composed of Messrs. Radcliffe
(Chairman), Cashman, and Lamone, met once during the fiscal year ended August
31, 1996. The Audit Committee, which is appointed annually, reviews with Arthur
Andersen LLP, the Company's independent auditors, the audit plan and the
internal accounting controls for the Company and its subsidiaries, as well as
the Company's consolidated financial statements and management letter. The Audit
Committee reports to the Board of Directors. It also recommends to the Board of
Directors the selection of independent auditors for the Company.
The Compensation Committee of the Board of Directors, composed of Messrs.
Radcliffe (Chairman), Cashman, and Lamone, met two times during the fiscal year
ended August 31, 1996. This Committee periodically reviews the Company's
management compensation and reports its actions or recommendations to the Board
of Directors. The Committee also approves the general salary scale for employees
of the Company.
3
<PAGE>
In addition, the Committee has been authorized to grant options under the
Company's Amended and Restated Stock Option Plan and to make stock awards under
the Company's 1995 Stock Incentive Plan. See "Compensation of Directors and
Executive Officers."
Compensation
Each non-employee director of the Company receives a fee of $1,000 for each
meeting of the Board of Directors of the Company which he attends. In addition,
each non-employee director receives $1,000 for attendance at each meeting of any
directors' committee on which he serves that is not held on the day of a Board
meeting.
EXECUTIVE MANAGEMENT COMPENSATION
Compensation Committee Report
The Compensation Committee (the "Committee") of the Board of Directors of
the Company is pleased to present its report on executive compensation. The
Committee report outlines the components of the Company's Executive Officer
Compensation programs, including the specific relationship of corporate
performance to executive compensation and describes the Committee's basis for
the Chief Executive Officer's compensation for 1996.
General
The Committee is responsible for developing and implementing the Company's
executive compensation policies. These policies are designed to enhance the
profitability of the Company while at the same time providing competitive levels
of compensation to attract and retain highly qualified executives. By closely
aligning the financial interests of the executive officers with those of the
Company's shareholders, the Committee seeks to increase shareholder value and to
provide meaningful incentives to the executives.
The Committee seeks to realize this objective both by the use of short-term
incentives in the form of base salary and incentive compensation--and long-term
incentives in the form of stock option grants.
Base Salary
Salaries of executive officers are initially based on experience and
competitive conditions. Salaries are reviewed annually and adjusted to reflect
the performance of the executive and by considering salaries for comparable
positions in other companies. In fiscal 1996, base salaries for executive
officers were increased approximately 3.8% over the salaries paid in fiscal
1995.
Incentive Compensation
An incentive compensation plan (the "Incentive Plan") was established in
fiscal 1992 in order to provide a quarterly incentive to executive officers and
employees to work toward meeting financial milestones that will increase
shareholder value. The primary criteria for the payment of incentive
compensation are the achievement of the Company's financial performance goals
and the executive's performance.
At the beginning of each fiscal year, the Board of Directors approves a
business plan for the Company which provides for two incentive compensation
pools-an all-employee incentive pool and a management incentive pool. Under the
plan, incentive compensation accrues quarterly based on the Company's
achievement of the planned financial objectives. The all-employee incentive is
paid to eligible employees, including executives, after the end of each quarter.
The management incentive pool is paid after the end of the fiscal year. Both
pools are subject to increases or decreases based on the actual performance of
the Company compared to the established goals.
4
<PAGE>
Management incentive compensation was paid for fiscal 1994 as a result of
the Company's meeting and exceeding its profit targets. Moreover, in order to
further align the interests of Company executives with the interests of
shareholders, approximately 15% of the payments made to executives pursuant to
the Incentive Plan for fiscal 1994 were in the form of the Company's common
stock. However, as the Company did not meet its targets in fiscal 1995 or 1996,
no senior executive received any management incentive compensation.
Stock Options
The Company must, in order to compete with other companies in the
environmental industry, attract and retain highly qualified managers,
scientists, engineers, and technicians. There is keen competition in the
environmental industry for these professionals, particularly those who are both
highly trained and able to create business opportunities. Hence, the Company
grants stock options to a wide range of employees, particularly key management,
believing it is desirable to provide valuable employees with long-term
incentives tied to the Company's performance and shareholder values.
The Committee uses the grant of stock options under the Company's Stock
Option Plan to provide long-term incentives to raise shareholder values. In
determining the number of options to grant, the Committee bases its decision on
the performance of the individual executive and the executive's potential to
improve shareholder value. Typically, options do not immediately vest at the
time the options are granted. Vesting occurs in equal installments over a
three-year period.
Chief Executive Officer Compensation
The Committee established the salary of Dr. Jensen for fiscal year 1996 on
the basis of the Committee's assessment of his performance, measured by the
Company's financial condition, results of operation, and success in achieving
strategic objectives. The Committee also considered the responsibilities
associated with Dr. Jensen's position, as well as the level of compensation paid
to the chief executive officers of other companies in the environmental
industry. During fiscal year 1996, Dr. Jensen received no increase in his base
salary.
During 1996 Dr. Jensen received no bonuses under the Company's quarterly
all-employee incentive plan, based upon the Company's financial results.
The Compensation Committee
George G. Radcliffe, Chairman
Edmund J. Cashman, Jr.
Rudolph P. Lamone
5
<PAGE>
Compensation Committee Interlocks and Insider Participation
There are no affiliations between the Company and its directors other than
the directorship itself and no interlocking relationships exist between
directors and executive officers.
Executive Officers of the Company
The executive officers of the Company as of November 1, 1996 and related
information are as follows:
Loren D. Jensen, Ph.D., 59, Chairman of the Board and Chief Executive Officer.
Dr. Jensen is the founder of the Company and served as its Chairman, President,
and Chief Executive Officer since operations began in 1973 until 1991. In June
1991, Dr. Jensen became Chairman and Chief Executive Officer. In October 1995,
Dr. Jensen assumed the titles of Chairman, President, and Chief Executive
Officer. Dr. Jensen has over 36 years of experience in the analysis and
management of environmental problems for industry and government.
Stephen J. Hammalian, Ph.D. 55, Executive Vice President and Secretary. Dr.
Hammalian joined the Company in 1975 and has served as Vice President since
1978. In 1986, Dr. Hammalian was elected Executive Vice President, Chief
Operating Officer, and Secretary. In 1991, Dr. Hammalian became Executive Vice
President and Secretary. Dr. Hammalian has over 20 years experience in the
environmental services industry and for the past 19 years has served the Company
in various executive capacities.
Joseph A. Spadaro, CPA, 46, Executive Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary. Mr. Spadaro joined the Company in 1982 as
the Corporate Controller. In 1983, Mr. Spadaro was elected Vice President of
Finance and Administration and in September 1986, he was elected Executive Vice
President, Chief Financial Officer, and Treasurer. Mr. Spadaro became Assistant
Secretary in October 1994.
6
<PAGE>
SUMMARY COMPENSATION TABLE
The following table shows, for the fiscal years ended August 31, 1996, 1995,
and 1994, the cash compensation paid by the Company and its subsidiaries, as
well as certain other compensation paid or accrued for those years, to the Chief
Executive Officer and each of the four most highly compensated officers of the
Company whose cash compensation exceeded $100,000 in all capacities in which
they served.
<TABLE>
<CAPTION>
Long-Term Compensation
Awards
Other Restricted All Other
Name and Principal Annual Stock Option Compen-
Position in 1996 Year Salary ($) Bonus ($) Compensation Awards Shares sation (1)
<S> <C>
Loren D. Jensen, Ph.D.......... 1996 282,000 -- -- -- -- 4,306
Chairman of the Board and 1995 278,900 4,300 -- -- -- 4,740
Chief Executive Officer 1994 268,500 72,675 -- -- -- 11,261
Joseph A. Spadaro, CPA......... 1996 175,200 -- -- -- -- 3,924
Executive Vice President, Chief 1995 164,300 2,500 -- -- 5,000 48,101
Financial Officer, Treasurer, and 1994 158,300 24,528 -- -- 2,250 4,372
Assistant Secretary
Stephen J. Hammalian, Ph.D..... 1996 144,200 -- -- -- -- 4,422
Executive Vice President and 1995 137,300 2,100 -- -- 5,000 40,822
Secretary 1994 133,000 18,859 -- -- 2,250 3,706
--
J. H. Zarzycki, P.E............ 1996 165,700 10,000 -- -- -- 4,659
Senior Vice President 1995 144,900 2,300 -- -- 3,500 8,403
1994 130,300 25,374 -- -- 11,250 3,325
James J. Gift, Ph.D............ 1996 145,800 -- -- -- -- 4,469
Senior Vice President 1995 136,300 2,100 -- -- 3,500 15,757
1994 130,800 3,700 -- -- 2,250 3,612
Edward V. Lower, Ph.D.(2)...... 1996 22,200 -- -- -- -- 78,240(3)
Former President, Chief 1995 271,900 4,200 -- -- 60,000 243,164
Operating Officer 1994 261,500 72,479 -- -- 33,750 6,869
- ------------------------------- -------- ------------ ----------- ---------------- ------------ ------------- -------------
</TABLE>
(1) Includes cash payments made upon exercise of non-qualified stock options
during fiscal 1995 for all except Loren D. Jensen. Includes the Company's
matching contributions under its 401(k) Employee Savings Plan.
Additionally, a life insurance premium of $5,033 was paid on behalf of
Loren D. Jensen during fiscal year 1994.
(2) Edward V. Lower separated from the Company on October 3, 1995.
(3) Includes certain miscellaneous in-kind income, the value of which was
determined by the Board of Directors.
7
<PAGE>
The Company has no employment contracts between itself and the executive
officers, nor does it have any compensatory plan or arrangement that results
from the resignation or other termination of the employment of such executive
officers or from a change-in-control of the Company.
Stock-Based Incentive Compensation Plan
There were no grants of options to purchase shares of Common Stock in the
last fiscal year to the Chief Executive Officer and the four most highly
compensated officers of the Company. The Company does not grant Stock
Appreciation Rights.
The following table sets forth certain information regarding the number and
value, as of August 31, 1996, of unexercised options to purchase shares of
Common Stock held by the Chief Executive Officer and the four most highly
compensated officers. The Company does not grant any Stock Appreciation Rights.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND AUGUST 31, 1996 OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised in-the-Money
Options at 8/31/96 Options at 8/31/96(1)
(#) ($)
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable(2) Unexercisable(2) Exercisable Unexercisable
<S> <C>
Loren D. Jensen -- -- -- -- -- --
Joseph A. Spadaro -- -- 2,416 4,084 -- --
Stephen J. Hammalian -- -- 2,416 4,084 -- --
J. H. Zarzycki -- -- 7,166 6,084 -- --
James J. Gift -- -- 8,291 3,084 $700 --
Edward V. Lower(3) -- -- -- -- -- --
- ---------------------- --------------- ----------------- -------------- ----------------- ------------- ---------------
</TABLE>
(1) Based on a closing NASDAQ price of $2.625 per share of Common Stock on
August 31, 1996. Values are calculated by subtracting the exercise
price from the fair market value of the stock as of the fiscal
year-end.
(2) All options issued prior to one or both fiscal 1994 stock splits have been
adjusted to reflect two 3 for 2 stock splits, each effected in the form of
a 50% stock dividend issued on February 23, 1994 and July 5, 1994.
(3) Edward V. Lower separated from the Company on October 3, 1995 resulting in
the termination of the unexercised options.
8
<PAGE>
Performance Graph
The following performance graph compares the performance of the Company's
Common Stock (NASDAQ symbol: EACO) to NASDAQ, U.S. and a self-defined peer group
index for the Company's last five fiscal years. The graph assumes that the value
of an investment in the Company's Common Stock and each index was $100 at August
31, 1991 and that all dividends were reinvested.
<TABLE>
<CAPTION>
8/91 8/92 8/93 8/94 8/95 8/96
<S> <C>
The Company 100 52 155 409 205 107
Peer Group 100 65 56 68 90 126
NASDAQ-U.S. 100 108 143 149 201 226
- ------------------- ----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
(1) Companies included in the peer group index are Ecology & Environment,
Inc. (EEI), EMCON Associates (MCON), GZA Geoenvironmental Tech, Inc.
(GZEA), TRC Companies, Inc. (TRR), Tetra Tech, Inc. (WATR), Versar,
Inc. (VSR), Weston Roy F, Inc. (WSTNA), Harding Associates, Inc.
(HRDG), and ICF Kaiser International, Inc. (ICF). The peer group
utilized in constructing the above graph consists of the same companies
as used by the Company in preparing past performance graphs.
(2) Assumes that $100 was invested on August 31, 1991 at the closing sales
price of the Company's Common Stock and in each index, and that all
dividends, if any, were reinvested. Returns are measured through the
last trading day of each of the Company's fiscal years. No cash
dividends have been declared on the Company's Common Stock.
9
<PAGE>
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors appointed the firm of Arthur Andersen LLP to act as
independent auditors for the Company for the fiscal year ended August 31, 1996.
The Board of Directors, upon recommendation of the Audit Committee, has selected
the firm of Arthur Andersen LLP to audit the consolidated financial statements
of the Company for the fiscal year ending August 31, 1997. A representative of
Arthur Andersen LLP is expected to be present at the Meeting, have an
opportunity to make a statement, and be available to respond to appropriate
questions.
The Board of Directors recommends a vote "FOR" the proposal to ratify the
appointment of Arthur Andersen LLP as independent auditors for the fiscal year
ending August 31, 1997.
Voting Procedures
Each proposal submitted to the Company's shareholders for a vote is deemed
approved if a majority of the shares of Common Stock of the Company present in
person or by proxy at a meeting at which a quorum is present votes in favor of
the proposal. The presence in person or by proxy of shareholders entitled to
cast a majority of all the votes entitled to be cast at the meeting constitutes
a quorum. A shareholder is entitled to one vote for each share owned.
Shareholder votes are tabulated by the Company's Registrar and Transfer
Agent. Proxies received by the Registrar, if such proxy is properly executed and
delivered, will be voted in accordance with the voting specifications made on
such Proxy. Proxies received by the Registrar on which no voting specification
has been made by the shareholder will be voted for all items discussed in the
Proxy Statement, in the manner stated on the proxy card. Shareholders who
execute and deliver proxies retain the right to revoke them by notice in writing
delivered to the Company's Secretary at any time before such proxies are voted.
Under applicable Delaware corporate law and the Charter and By-Laws of the
Company, proxies received by the Registrar specifying an abstention as to any
proposal will cause the shares so represented to be counted toward a quorum, but
are not counted as favorable votes and, therefore, have the same effect as a
vote against the proposal. To the extent holders or brokers having the right to
vote shares do not attend the meeting or return a proxy, such shares will not
count toward a quorum and, if a quorum is otherwise achieved, will have no
effect on the vote of the proposals considered at the meeting which shall be
based solely upon the vote of the shares represented at the meeting.
1998 Annual Meeting of Stockholders
If any Stockholder intends to present a proposal for consideration at the
1998 Annual Meeting of Stockholders, such proposal must be received by the
Company on or before August 1, 1997, in order to be included in the Company's
Proxy Statement and form of proxy for such meeting. Nothing in this paragraph
shall be deemed to require the Company to include in its proxy statement and
form of proxy relating to the 1998 Annual Meeting of Stockholders any
stockholder proposal which does not meet all of the requirements for such
inclusion established by the Securities and Exchange Commission at that time in
effect.
As of the date of this Proxy Statement, the Board of Directors knows of no
matters, other than those stated above, that may be brought before the Meeting.
However, if other matters do properly come before the Meeting, the persons named
in the enclosed proxy will vote upon them in their discretion and in accordance
with their best judgment.
10
<PAGE>
A copy of the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission, Washington, D.C., is available to stockholders free of
charge upon written request. Address requests to Chief Financial Officer, EA
Engineering, Science, and Technology, Inc., 11019 McCormick Road, Hunt Valley,
Maryland 21031.
The cost of preparing and mailing the Notice of Meeting, Proxy Statement and
form of proxy will be paid by the Company. The Company will request banks,
brokers, fiduciaries, and similar persons to forward copies of such material to
beneficial owners of the Company's Common Stock in a timely manner and to
request authority for execution of proxies, and the Company will reimburse such
persons and institutions for their reasonable out-of-pocket expenses incurred in
connection therewith. To the extent necessary to assure sufficient
representation, officers and regular employees of the Company may solicit the
return of the proxies by telephone, telegram, or personal interview. The extent
of this solicitation by personal contact will depend upon the response to the
initial solicitation by mail. It is anticipated that the costs of such
solicitation, if undertaken, will not exceed $1,000.
By the Order of the Board of Directors
Stephen J. Hammalian
Executive Vice President and Secretary
Dated at Hunt Valley, Maryland
November 8, 1996
11
