SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Sevenson Environmental Services, Inc.
__________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
__________________________________________________________________________
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14(a)-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
__________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
__________________________________________________________________________
(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):
__________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________________________________
(5) Total fee paid:
__________________________________________________________________________
<PAGE>
- 2 -
[ ] Fee paid previously with preliminary materials.
__________________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
__________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
__________________________________________________________________________
(3) Filing Party:
__________________________________________________________________________
(4) Date Filed:
__________________________________________________________________________
<PAGE>
SEVENSON ENVIRONMENTAL SERVICES, INC.
2749 LOCKPORT ROAD
NIAGARA FALLS, NEW YORK 14302-0396
NOTICE OF ANNUAL MEETING
TO ALL STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Sevenson Environmental Services, Inc., a Delaware
corporation, will be held at the Comfort Inn, One Prospect Point,
Niagara Falls, New York, on May 23, 1995, at 10:00 a.m., for the
following purposes:
(1) To increase the number of shares of Common Stock
available for issuance under the 1989 Incentive Stock Plan from
100,000 to 200,000 shares.
(2) To elect eight Directors, two of whom will be Class A
Directors elected by holders of Common Stock and six of whom will
be Class B Directors elected by holders of Class B Common Stock,
such Directors to hold office until the next Annual Meeting of
Stockholders and until their successors are elected and
qualified.
(3) To ratify the appointment by the Board of Directors of
Deloitte & Touche LLP as independent accountants to audit the
accounts of the Company for the fiscal year ending December 31,
1995.
(4) To transact such other business as may properly come
before the meeting.
By Order of the Board of Directors,
WILLIAM J. McDERMOTT
Secretary
April 11, 1995
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK,
DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED.
<PAGE>
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
OF
SEVENSON ENVIRONMENTAL SERVICES, INC.
____________
TO BE HELD AT
THE COMFORT INN
ONE PROSPECT POINT
NIAGARA FALLS, NEW YORK
ON MAY 23, 1995
_____________
PROXY STATEMENT
GENERAL MATTERS
The accompanying proxy is solicited by the Board of
Directors of Sevenson Environmental Services, Inc. (the
"Company") for the Annual Meeting of Stockholders of the Company
to be held at the Comfort Inn, One Prospect Point, Niagara Falls,
New York, 14302, on Tuesday, May 23, 1995, at 10:00 a.m. This
Proxy Statement and the enclosed form of proxy are first being
mailed to stockholders on or about April 11, 1995.
The cost of solicitation of proxies will be borne by the
Company. Solicitation other than by mail may be made by officers
or by regular employees of the Company, who will receive no
additional compensation therefor, by personal or telephone
solicitation, the cost of which is expected to be nominal. The
Company will reimburse brokerage firms and other securities
custodians for their expenses in forwarding proxy materials to
their principals.
Only holders of shares of Common Stock and Class B Common
Stock of record at the close of business on April 4, 1995 will be
entitled to notice of and to vote at the meeting and at all
adjournments thereof. At the close of business on April 4, 1995,
the Company has outstanding approximately 1,605,225 shares of
Common Stock and 4,735,975 shares of Class B Common Stock. At
the meeting, the holders of Common Stock will be entitled, as a
class, to elect two Directors (the Class A Directors) and the
holders of Class B Common Stock will be entitled, as a class, to
elect the remaining six Directors (the Class B Directors).
Except for the election of Directors and except for class
votes as required by law, holders of both classes of Common Stock
vote or consent as a single class on all matters, with each share
of Common Stock having one vote per share and each share of
Class B Common Stock having ten votes per share.
Shares of Common Stock represented by the proxies in the
form enclosed, properly executed, will be voted in the manner
designated, or if no instructions are indicated, in favor of
Directors named therein and for the other proposals. In their
discretion the Proxies are authorized to vote upon such other
<PAGE>
business as may properly come before the meeting. The proxy
given by the enclosed proxy card may be revoked at any time
before it is voted by delivering to the Secretary of the Company
a written revocation or a duly executed proxy bearing a later
date, or by attending the Annual Meeting and voting in person.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth information concerning the
persons known to the Company to beneficially own, as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, more than
5% of the outstanding shares of Common Stock or Class B Common
Stock, the number of shares of each class owned by each Director
of the Company, the named executive officers and by all executive
officers and Directors as a group, as of April 4, 1995, and the
aggregate voting power held by such persons and the group in
circumstances where Class B Stock votes as one class with the
Common Stock.
<TABLE>
<CAPTION>
Shares of Shares of Class B
Name(1) Common Stock(2) Common Stock(2)
_________________ ___________________ ____________________ ______
Voting
Number Percentage Number Percentage Power
______ __________ _______ __________ ______
<S> <C> <C> <C> <C> <C>
FMR Corp. 612,000 38.13% 0 0 1.24%
82 Devonshire St.
Boston, Mass. 02109
J.P. Morgan &
Co., Inc. 169,800 10.57% 0 0 0.33%
60 Wall Street
New York, NY 10260
Michael A. Elia 0 0 919,750(4) 19.42% 18.78%
Laurence A. Elia 0 0 926,350(5) 19.55% 18.91%
Richard A. Elia 0 0 926,350(6) 19.55% 18.91%
William J. McDermott 0 0 936,775(7) 19.77% 19.13%
Alan R. Elia, Jr. 0 0 935,550 19.75% 19.10%
Arthur A. Elia 11,750(3) * 0 0 *
Dena M. Armstrong 6,750 * 0 0 *
Joseph J. Castiglia 4,000(3) * 0 0 *
Robert S. Kelso 3,200(3) * 0 0 *
All officers and
Directors as a
group (8 persons) 25,700 * 3,709,225 78.33% 75.75%
* Less than 1%
</TABLE>
_____________
(1) Unless otherwise noted, the address of all beneficial owners is c/o
Sevenson Environmental Services, Inc., 2749 Lockport Road, Niagara
Falls, New York 14302-0396.
(2) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, and individuals may
disclaim beneficial ownership for other purposes. Each stockholder
has sole investment and voting power over the shares opposite his name
unless otherwise indicated.
<PAGE>
The Class B stockholders are parties to a Voting Agreement
pursuant to which all shares of Class B Common Stock are to be voted
in accordance with the majority vote, except in situations in which
there exist certain conflicts of interest. The Voting Agreement
commenced in 1989, is for a term of ten years and is subject to
renewal.
(3) Includes 3,000 shares of Common Stock which may be acquired under
options granted to non-employee Directors pursuant to the 1989
Incentive Stock Plan.
(4) Does not include 30,400 Class B shares held by his spouse as custodian
for his minor children as to which he disclaims beneficial ownership.
(5) Does not include 22,800 Class B shares held by his spouse as custodian
for his minor children as to which he disclaims beneficial ownership.
(6) Does not include 22,800 Class B shares held by his spouse as custodian
for his minor children as to which he disclaims beneficial ownership.
(7) Does not include 15,200 Class B shares held by his spouse as custodian
for his minor children as to which he disclaims beneficial ownership.
INCREASE IN SHARES AVAILABLE FOR ISSUANCE PURSUANT TO 1989
INCENTIVE STOCK PLAN
The Sevenson Environmental Services, Inc. 1989 Incentive
Stock Plan (the "Plan") is administered by the Compensation
Committee of the Board of Directors. No member of the Committee
is eligible to participate in the Plan, with the exception of
non-discretionary grants of options to non-employee Directors.
The Plan authorizes the Compensation Committee to grant incentive
stock options, nonqualified stock options, stock appreciation
rights ("SARs") and restricted stock to key employees selected by
it. The approximate number of eligible employees is 200.
Currently, the maximum number of shares available for
issuance under the Plan is 100,000 shares of Common Stock. No
SARs have yet been granted, and no Restricted Stock has yet been
awarded under the Plan. In 1994, no options were awarded because
the limits of the Plan were nearly exhausted. As of April 4,
1995, options for 97,000 shares had been granted. Accordingly,
it is proposed to increase the number of shares of Common Stock
available for issuance by 100,000 additional shares, to 200,000
shares. The Company has not made any grants which are contingent
upon stockholder approval of this proposal.
Incentive stock options may only be granted until March 1,
1999. The option price per share may not be less than the fair
market value of the Common Stock at the time the option is
granted. The Plan also provides for the award of shares of the
Company's Common Stock subject to restrictions on disposition
("Restricted Stock"). While the restrictions remain in effect,
the participant cannot sell or transfer the shares of Restricted
Stock, but he has the other rights of a stockholder, including
the right to vote and to receive dividends. Restricted Stock
<PAGE>
awarded under the Plan is subject to the terms and conditions of
the Plan and to other terms and conditions as the Compensation
Committee specifies. A participant will forfeit to the Company
his Restricted Stock if his employment with the Company and its
subsidiaries terminates for any reason, other than death or
disability, prior to the expiration of the restrictions.
Shares awarded as Restricted Stock shall vest at such time
or times as the Compensation Committee may determine. The
Compensation Committee may remove or relax restrictions in its
discretion. If a participant dies or becomes totally disabled
while employed, all restrictions on such shares will lapse
automatically.
The Plan also provides for a one-time, non-discretionary
grant of options to purchase 3,000 shares of Common Stock to each
non-employee Director. See "Remuneration of Directors." Such
options granted to non-employee Directors may be exercised
beginning six months and will expire ten years after the date of
grant. The option price per share will be 100% of the fair
market value of a share of Common Stock at the time the option is
granted. Such options will expire 60 days after termination of
the Director's term of office for any reason except death or
disability, unless the Director is reelected. If termination is
due to death or disability, the options will expire six months
after such termination.
The following is a brief summary of the federal income tax
aspects of the Plan, based on existing law and regulations which
are subject to change. The application of state and local income
taxes and other federal taxes is not discussed.
A participant who is granted an incentive stock option is
not required to recognize taxable income at the time of the grant
or at the time of exercise. Under certain circumstances,
however, a participant may be subject to the alternative minimum
tax with respect to the exercise of his incentive stock options.
The Company is not entitled to a deduction at the time of grant
or at the time of exercise. If a participant does not dispose of
the shares acquired pursuant to the exercise of an incentive
stock option before the latter of two years from the date of
grant of the option and one year from the transfer of the shares
to him, any gain or loss realized on a subsequent disposition of
the shares will be treated as long-term capital gain or loss.
Under such circumstances, the Company will not be entitled to any
deduction for federal income tax purposes.
If a participant disposes of the shares received upon the
exercise of an incentive stock option either (1) within one year
of the transfer of the shares to him or (2) within two years
after the incentive stock option was granted, the participant
will generally recognize ordinary compensation income equal to
the lesser of (a) the difference between the fair market value of
the shares on the date the incentive stock option was exercised
and the purchase price of the shares, and (b) the amount of gain
realized on the sale. Any gain realized in excess of the
compensation income recognized, and any loss realized, will be
<PAGE>
long-term or short-term capital gain or loss, depending upon the
length of the period the participant held the shares. If a
participant is required to recognize ordinary compensation income
as a result of the disposition of shares acquired on the exercise
of an incentive stock option, the Company, subject to general
rules relating to the reasonableness of the participant's
compensation, will be entitled to a deduction for an equivalent
amount if the Company makes appropriate arrangements for
withholding of income taxes on such compensation.
A participant who is granted a nonqualified stock option
does not have taxable income at the time of grant, but does have
taxable income at the time of exercise equal to the difference
between the exercise price of the shares and the fair market
value of the shares on the date of exercise. The Company is
entitled to a corresponding deduction for the same amount.
The grant of an SAR will produce no federal tax consequences
for the participant or the Company. The exercise of an SAR
results in taxable income to the participant, equal to the
difference between the exercise price of the SAR and the fair
market value of a share on the date of exercise, and a
corresponding deduction to the Company.
A participant who has been granted shares of Restricted
Stock will not be required to recognize taxable income, and the
Company will not be entitled to a deduction, at the time of the
grant, assuming that the restrictions constitute a substantial
risk of forfeiture for federal income tax purposes. When such
restrictions lapse, the participant will recognize taxable income
in an amount equal to the excess of the fair market value of the
shares at such time over the amount, if any, paid for such
shares. The Company will be entitled to a corresponding
deduction.
The closing price of the Company's Common Stock reported on
the National Association of Securities Dealers National Market
System for March 9, 1995 was $15.25 per share.
The affirmative vote of the holders of a majority of the
shares of Common Stock and Class B Common Stock present and
entitled to vote at the Annual Meeting, voting together as a
single class, is required to approve this proposal. Accordingly,
abstentions and broker non-votes will have the effect of votes
against the proposal. Unless otherwise directed, proxies
solicited by the Board of Directors will be voted in favor of
this proposal.
ELECTION OF DIRECTORS
It is intended that proxies solicited by the Board of
Directors will, unless otherwise directed, be voted to elect the
two nominees for Class A Director named below. The Class B
Directors will be elected by the holders of the Class B Common
Stock. Holders of Common Stock are not entitled to vote on the
election of the Class B Director nominees. Directors are elected
<PAGE>
by a plurality of the votes cast; accordingly, abstentions and
broker non-votes will have no effect.
The nominees proposed for election to the Board of Directors
are all presently members of the Board.
The nominees named herein, if elected as Class A Directors,
will hold office until the next succeeding Annual Meeting of
Stockholders and until their successors are duly elected and
qualified. In the event either nominee for Class A Director
becomes unavailable and a vacancy exists, it is intended that the
persons named in the proxy may vote for a substitute who will be
recommended by the remaining Director. It is anticipated that
Michael A. Elia, Laurence A. Elia, Richard A. Elia, William J.
McDermott and Alan R. Elia, Jr., who own 98.2% of the Class B
Common Stock (the "Principal Stockholders"), will execute a proxy
authorizing the voting for all of the nominees for Class B
Directors. The Board of Directors has no reason to believe that
any of the nominees will be unable to serve as Directors. All
Directors have served continuously as such from the year stated.
Director
Name Age Since Title
_______________________________________________________________
Nominees for
Class A Directors
Joseph J. Castiglia 60 1989 Director
Robert S. Kelso 74 1989 Director
Nominees for
Class B Directors
Michael A. Elia 43 1980 President, Chief Executive
Officer and Director
Laurence A. Elia 44 1979 Vice President and Director
Richard A. Elia 41 1982 Executive Vice President
and Director
William J. McDermott 45 1979 Vice President-Finance,
Secretary and Director
Dena M. Armstrong 37 1982 Assistant Vice President-
Finance, Treasurer and
Director
Arthur A. Elia 66 1979 Director
Joseph J. Castiglia has served as President since 1982, and
as a Director since 1971 of Pratt & Lambert United, Inc. (paint,
industrial coatings and adhesives manufacturer). He was named
Chief Executive Officer of that company in February 1989. He is a
Director of the Vision Group of Funds, a mutual fund group, Blue
Cross and Blue Shield of Western New York (health care and health
insurance company) and the National Paint and Coatings
Association. Mr. Castiglia is also a Trustee of Sisters of
Charity Hospital, located in Buffalo, New York. He is also
Chairman of the Board of Directors of the Buffalo Branch of the
<PAGE>
Federal Reserve Bank of New York. Mr. Castiglia received his
B.B.A. degree from Canisius College. He is a Certified Public
Accountant in the State of New York.
Robert S. Kelso served as President, Chief Executive Officer
and a Director of Calspan Corporation (aerospace research and
development company) from 1970 until his retirement in 1978. From
1984 until 1993 he served as a Director of Blue Shield of Western
New York, Inc. (health care and health insurance company). He
received B.S. and M.S. degrees in engineering from the
Massachusetts Institute of Technology and the University of
Michigan, respectively.
Michael A. Elia has served as Chief Executive Officer of the
Company since 1984. From 1982 to 1984 he served as Vice President
in charge of all civil, heavy and highway construction operations
of the Company and from 1979 to 1982 he was a project manager
with the Company. He received his B.S. degree in Civil
Engineering from Villanova University.
Laurence A. Elia has served as a Vice President of the
Company since 1975 and in various executive capacities prior to
that time. He is President of the Company's wholly-owned Canadian
subsidiary. He received his A.B. and B.S. degrees in Engineering
from Dartmouth College.
Richard A. Elia has served as a Vice President of the
Company since 1982 and in various executive capacities prior to
that time. From 1979 to 1982 he served as project manager for
many major projects. He received his B.S. degree in Business
Administration from Villanova University.
William J. McDermott has served as Vice President-Finance of
the Company since 1986, and as Secretary since 1987. From 1975 to
1986 he served as legal counsel and in various executive
capacities with the Company. He received his J.D. and B.S. (Civil
Engineering) degrees from the State University of New York at
Buffalo. He is a member of the New York bar.
Dena M. Armstrong joined the Company in 1975. She served in
various office and field administrative positions from 1975 to
1982. Since 1982 she has served as Assistant Vice
President-Finance. She received her B.S. degree from Niagara
University.
Arthur A. Elia has been with the Company since 1947. From
1947 until 1982 he served as a Vice President. From 1982 to 1984
he served as the Chief Executive Officer of the Company. Arthur
Elia is the father of Michael, Laurence and Richard Elia and Dena
M. Armstrong is their cousin.
Early in 1995, the Company discovered a number of
inadvertent reporting deficiencies with respect to the beneficial
ownership of Company stock by its executive officers. No
violations of Section 16(b) were discovered, and Forms 5 were
filed during February 1995, correcting such reporting
deficiencies as follows: the named executive officers each
<PAGE>
reported a registered sale of 40,000 shares made in 1994;
Mr. Philip R. DeLuca reported a 1990 option grant and four 1994
sales by his minor children; Messrs. Paul Hitcho, John Robbins,
III, Paul Thomson and Mason Wheeler reported 1990, 1992 and 1993
option grants; and Messrs. Robbins, Thomson and Wheeler also each
reported an option exercise during 1994, with Messrs. Robbins and
Thomson selling the securities underlying such options.
BOARD OF DIRECTORS AND COMMITTEES
During 1994, the Board of Directors had four meetings, and
acted pursuant to one unanimous written consent. The Board of
Directors has an Audit Committee consisting of Messrs. Castiglia
and Kelso and a Compensation Committee consisting of Messrs.
Castiglia, Kelso and Arthur A. Elia. The Board of Directors does
not have a nominating committee.
The Audit Committee recommends independent accountants for
selection by the Board of Directors, reviews the results and
scope of the audit and the services provided by and the fees paid
to the independent accountants. The Audit Committee also reviews
semi-annually the allocation of expenses pursuant to the Services
Agreement between the Company and SCC Contracting, Inc. ("SCC"),
a general construction business owned by the Principal
Stockholders. See "Certain Transactions -- Transactions with
SCC." During 1994, the Audit Committee had two meetings.
The Compensation Committee makes recommendations to the
Board of Directors with respect to compensation of Directors and
executive officers. The Committee administers the Bonus Plan and
the 1989 Incentive Stock Plan. During 1994, the Compensation
Committee had two meetings.
Every member of the Board of Directors attended at least 75%
of the meetings of the Board and of the committees of which the
Director is a member.
REMUNERATION OF DIRECTORS
Directors who are not employees of the Company are paid a
fee of $2,000 for each meeting of the Board of Directors
attended, and each meeting of a committee of the Board of
Directors attended when not scheduled on the same day as a Board
Meeting, and are reimbursed for their expenses incurred in
attending such meetings.
In accordance with the provisions of the 1989 Incentive
Stock Plan, each non-employee Director is entitled to receive a
one-time, non-discretionary option to acquire 3,000 shares of
Common Stock.
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
Decisions on compensation of the Company's executives
generally are made by the three-member Compensation Committee of
the Board (the "Committee"). Each member of the Committee is a
<PAGE>
non-employee director. All decisions by the Committee relating to
the compensation of the Company's executive officers are reviewed
by the full Board, except for decisions about awards under the
Company's 1989 Incentive Stock Plan (the "Plan").
The Company's executive compensation policies are to provide
competitive levels of compensation that integrate pay with the
Company's performance goals, reward profitability, recognize
individual initiative and achievements, and assist the Company in
attracting and retaining qualified executives. In 1994, these
policies were carried out through the compensation components of
salary, profit sharing, pension, perquisites, bonus and, for
executive officers other than those named in the following
Summary Compensation Table, incentive stock options.
Although the Committee has approved modest periodic
increases in the salaries of executive officers other than those
named in the Summary Compensation Table, at the requests of the
named executive officers no increases in their salaries have been
implemented for six years. A competitive salary structure is the
most fundamental component of executive compensation used by the
Committee to assist in attracting and retaining qualified
executives.
The Committee considers the profitability of the Company in
awarding bonuses under the Bonus Plan, which are awarded based
solely on individual performance and Company profitability.
Bonuses have been awarded to various officers including the named
executive officers, as indicated in the Summary Compensation
Table. Annual Company contributions to the Company's Profit
Sharing Plan, if any, are made from the Company's current or
accumulated profits and are then allocated among participants
based upon compensation.
Neither pension allocations nor perquisites, which include
income tax return preparation, club membership dues,
interest-free loans for split dollar life insurance premiums and
provision of or payments for automobiles, relate directly to the
Company's performance. Instead, these relatively inexpensive
components of executive compensation are primarily viewed as
necessary to keep compensation levels competitive and to assist
in attracting and retaining qualified executives.
The Committee also believes that stock ownership by
management and employees serves as an incentive to the
enhancement of stockholder value. In 1994, no options were
awarded because the limits under the Plan were nearly exhausted.
Because the named executive officers are also among the Principal
Stockholders, the Committee sees less reason to award them
options, stock appreciation rights ("SARs") or restricted stock.
Accordingly, while the named executive officers continue to be
eligible to participate in the Plan, and the Committee reserves
the right to make awards to them in the future based on
individual or Company performance, assistance in the attraction
or retention of qualified executives, or other qualitative or
quantitative criteria, it has never awarded the named executive
officers any options, SARs or restricted stock.
<PAGE>
The Committee's approach to establishing Mr. Michael Elia's
compensation does not differ from the policies and criteria
described above, except that recognition is given to the fact
that, as President and Chief Executive Officer, Mr. Elia's
responsibility for the Company's performance is incrementally
greater than that of the other executive officers. In particular,
the Committee considered that continuation of his existing salary
was easily justified by his role in guiding the Company through
the intensely aggressive competition experienced during 1991,
back to growth in 1992 through 1994, while maintaining and
enhancing the Company's reputation for quality and integrity, its
financial strength, its excellent safety record and its prospects
for the future.
Compensation Committee:
Joseph J. Castiglia
Robert S. Kelso
Arthur A. Elia
<PAGE>
Summary Compensation Table
The following Summary Compensation Table sets forth
information with respect to the annual and other compensation
paid or accrued by the Company during the years ended December
31, 1994, 1993 and 1992 for (i) the chief executive officer and
(ii) the three other executive officers of the Company whose
annual compensation exceeded $100,000, for services rendered in
all capacities.
<TABLE>
<CAPTION>
Annual
Compensation
____________________
All Other
Name and Principal Salary Bonus(1) Compensation(2)
Position Year ($) ($) ($)
_______________________________________________________________________
<S> <C> <C> <C> <C>
Michael A. Elia, 1994 200,000 47,377 15,261
Chief Executive 1993 200,000 36,373 23,554
Office 1992 200,000 6,877
William J. McDermott, 1994 180,000 47,377 15,421
Vice President- 1993 180,000 36,202 21,487
Finance 1992 180,000 6,376
Laurence A. Elia, 1994 180,000 47,377 15,355
Vice President 1993 180,000 36,175 21,119
1992 180,000 6,113
Richard A. Elia, 1994 190,000 47,377 15,066
Executive Vice 1993 190,000 36,531 22,192
President 1992 190,000 6,509
</TABLE>
_____________
(1) Amounts shown in this column represent cash bonuses paid and annual
awards under the Company's Profit Sharing Plan, in which most regular
employees participate on the basis of compensation.
(2) Amounts shown for 1994 include the dollar value of split dollar life
insurance premiums paid by the Company on behalf of each of the named
executive officers, in the amounts of $1,632, $1,792, $1,726 and
$1,437, respectively. Such amounts include Company contributions to
the accounts of each named executive officer in the defined
contribution pension plan, in the amounts of $13,629 each.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Castiglia, Kelso and Arthur A. Elia served on the
Compensation Committee of the Company for the past fiscal year.
The Company pays interest at the annual rate of 9% to Arthur A.
Elia, a Director and a former executive officer of the Company,
and to his brother Alan Elia Sr., with respect to the
indebtedness incurred by the Company in 1981 in connection with
<PAGE>
its acquisition of a construction business owned by them. The
amount of the principal indebtedness, all of which is unsecured,
owed to Arthur A. Elia and Alan Elia, Sr. as of December 31, 1994
was $1,000,000 each, and interest payments to them in 1994 were
$90,000 each. The indebtedness to each matures six months after
his death and is funded by life insurance.
Other than as stated above, during the fiscal year no
compensation committee member had any interlocking relationship
with the Company of the type required by Item 402(j) of
Regulation S-K to be disclosed herein.
FIVE-YEAR STOCKHOLDER RETURN COMPARISON
The following line-graph presentation compares cumulative
stockholder return on an indexed basis since 1990 with the S&P
500 Stock Index and the S&P Pollution Control Index.
<TABLE>
<CAPTION>
Annual
Years Ending
Company Dec90 Dec91 Dec92 Dec93 Dec94
______________________________________________________________________
<S> <C> <C> <C> <C> <C>
S&P 500 Index -3.11 30.47 7.62 10.08 1.32
Sevenson Environ Svcs -31.85 -21.74 44.44 11.54 16.24
Pollution Control -10.57 17.58 0.22 -26.84 3.62
</TABLE>
<TABLE>
<CAPTION>
Years Ending
Company Dec89 Dec90 Dec91 Dec92 Dec93 Dec94
__________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
S&P 500 Index 100 96.90 126.42 136.05 149.76 151.74
Sevenson Environ 100 68.15 53.33 77.04 85.93 99.88
Svcs
Pollution Control 100 89.43 105.15 105.39 77.10 79.89
</TABLE>
<PAGE>
CERTAIN TRANSACTIONS
Transactions with SCC
Prior to an internal restructuring of the Company completed
before the Company's initial public offering in April 1989, the
Company also conducted a general construction business. As a part
of the restructuring, the general construction business was
transferred to SCC. All of the capital stock of SCC was
distributed to and is owned by the Principal Stockholders. The
businesses of SCC and the Company have been and are expected to
continue to be operated out of the office, yard and shop
facilities owned by the Company. SCC has used to varying degrees
and is expected to continue to use the Company's office and
administrative personnel, computer resources, equipment and other
Company personnel.
An agreement (the "Services Agreement") provides guidelines
for the Company's performance and pricing of services it provides
to SCC and facilities used by SCC. The Company's charges to SCC
are based upon a cost allocation system believed by the Company
to be fair and equitable to the Company's stockholders.
Allocation of these costs is generally based upon usage.
Occasionally, SCC or the Company will rent equipment owned by the
other. In such circumstances the user will pay the fair market
rental rate.
During 1994, SCC paid the Company approximately $199,000 for
general and administrative services and general yard and shop
services. The formulae and actual intercompany charges are
reviewed semi-annually by the Audit Committee of the Company's
Board of Directors.
The Company's liability insurance and workers compensation
policies are written to cover both the Company and SCC. Since
these policies contain limits which are applicable to both SCC
and the Company, covered losses experienced by SCC would increase
the costs of and reduce limits of coverage available to the
Company. SCC will pay the portion of the premiums for these
policies attributable to its operations. In 1994, the Company's
shares of the liability insurance and workers compensation
premiums was approximately $2,221,000 and SCC's share was
approximately $67,000.
Premiums for the Company's general liability and workers
compensation policies are retrospectively rated, which means that
premiums for past policy years are recalculated annually to
reflect actual losses under the policies. Recalculation can
result in an increase or decrease in the premiums within certain
limits. The Company and SCC have agreed to share such increases
and decreases pro-rata on the basis of the respective portion of
the original premiums paid. Accordingly, losses incurred by SCC
could result in increases in the Company's insurance premiums in
an amount disproportionate to its own loss experience.
As is customary in the industry, the Company is obligated to
indemnify its surety against losses incurred by the surety on
surety bonds written on behalf of the Company and its
<PAGE>
subsidiaries. The Company remains liable to the surety for any
loss on surety bonds written on behalf of SCC prior to March 1,
1989 when SCC was part of the Company. The surety has not
suffered any losses on such surety bonds and the Company is not
aware of any basis for any claims that could give rise to such
losses. SCC and the Principal Stockholders have agreed to
indemnify the Company against any loss the Company sustains as a
result of its indemnification of the surety on surety bonds
written on behalf of SCC.
The Company maintains both a money-purchase pension plan and
a profit sharing plan. SCC formerly maintained identical plans
for its employees which were merged into the Company's plans
effective as of January 1, 1989. Persons employed by both the
Company and SCC in the same year will receive allocations to the
plans from both companies based on their compensation from each.
Other Transactions
See "EXECUTIVE COMPENSATION -- Compensation Committee
Interlocks and Insider Participation."
In May 1988, a corporation owned primarily by the Principal
Stockholders acquired a hotel in Niagara Falls, New York. The
Company provides bookkeeping and accounting services to the hotel
and charges the corporation an amount equal to the Company's
costs (determined on the basis of computer usage) of providing
such services. In 1994, these costs totaled approximately
$64,000.
AUDITORS
The firm of Deloitte & Touche LLP, independent certified
public accountants, has audited the records of the Company for
the past twelve years. The Board of Directors wishes to continue
the services of this firm for the fiscal year ending December 31,
1995, and the stockholders' ratification of such appointment is
requested. If the stockholders do not ratify the selection of
Deloitte & Touche LLP by the affirmative vote of a majority of
votes cast at the Annual Meeting of Stockholders on this
proposal, selection of independent accountants will be
reconsidered by the Board of Directors.
Representatives of Deloitte & Touche LLP will attend the
Annual Meeting of Stockholders, will have the opportunity to make
a statement if they desire to do so, and will be available to
respond to appropriate questions.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the
1996 Annual Meeting of Stockholders must be received by the
Secretary, Sevenson Environmental Services, Inc., 2749 Lockport
Road, Niagara Falls, New York 14302-0396, no later than
December 2, 1995.
<PAGE>
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the
Board of Directors of the Company did not contemplate or expect
that any business other than that pertaining to the subjects
referred to in this Proxy Statement would be brought up for
action at the meeting, but in the event that other business
calling for a stockholders' vote does properly come before the
meeting, the Proxies will vote thereon according to their best
judgment in the interest of the Company.
By Order of the Board of Directors,
SEVENSON ENVIRONMENTAL SERVICES, INC.
William J. McDermott
Secretary
April 11, 1995
<PAGE>
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
SEVENSON ENVIRONMENTAL SERVICES, INC.
2749 Lockport Road
Niagara Falls, New York 14302
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints
Michael A. Elia and William J. McDermott, or either of them, as Proxy
or Proxies with full power of substitution, and hereby authorizes him
to represent and to vote, as designated below, all the shares of
Common Stock of Sevenson Environmental Services, Inc. held of record
by the undersigned on April 4, 1995, at the Annual Meeting of
Stockholders to be held on May 23, 1995, or any adjournments thereof.
1. Increase in Common Stock available for Issuance under the 1989
Incentive Stock Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Election of Class A Directors
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to vote
below (except as marked for all nominees listed
to the contrary below
Joseph J. Castiglia
Robert S. Kelso
(INSTRUCTION: To withhold authority to vote for any individual
nominees, write that nominee's name in the space provided below.)
_________________________________________________________________
3. Appointment of Deloitte & Touche as independent accountants
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In his discretion, the Proxy is authorized to vote upon such
other business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. (If no direction
is made, this proxy will be voted FOR Proposals 1, 2 and 3.)
Please mark, date, sign and return the proxy card promptly, using
the enclosed envelope.
Please sign exactly as shares are registered. When shares are
held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please
<PAGE>
give full title as such. If a corporation, please sign in full
corporate title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Date: ____________________, 1995
___________________________________
Signature
____________________________________
Signature if held jointly
<PAGE>
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
SEVENSON ENVIRONMENTAL SERVICES, INC.
2749 Lockport Road
Niagara Falls, New York 14302
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints
Michael A. Elia and William J. McDermott, or either of them, as Proxy
or Proxies with full power of substitution, and hereby authorizes him
to represent and to vote, as designated below, all the shares of Class
B Common Stock of Sevenson Environmental Services, Inc. held of record
by the undersigned on April 4, 1995, at the Annual Meeting of
Stockholders to be held on May 23, 1995, or any adjournments thereof.
1. Increase in Common Stock available for Issuance under the 1989
Incentive Stock Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Election of Class B Directors
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to vote
below (except as marked for all nominees listed
to the contrary below
Michael A. Elia Laurence A. Elia Richard A. Elia
William J. McDermott Dena M. Armstrong Arthur A. Elia
(INSTRUCTION: To withhold authority to vote for any individual
nominees, write that nominee's name in the space provided below.)
______________________________________________________________________
3. Appointment of Deloitte & Touche as independent accountants
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In his discretion, the Proxy is authorized to vote upon such
other business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. (If no direction
is made, this proxy will be voted FOR Proposals 1, 2 and 3.)
Please mark, date, sign and return the proxy card promptly, using
the enclosed envelope.
Please sign exactly as shares are registered. When shares are
held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please
<PAGE>
give full title as such. If a corporation, please sign in full
corporate title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Date: _______________________, 1995
________________________________________
Signature
________________________________________
Signature if held jointly
<PAGE>
