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
[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)
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 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 transactions applies:
__________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
__________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________________________________
__________________
1/ Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
[ ] 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 21, 1996, at 10:00 a.m., for the
following purposes:
(1) 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.
(2) 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,
1996.
(3) To transact such other business as may properly come
before the meeting.
By Order of the Board of Directors,
WILLIAM J. McDERMOTT
Secretary
April 9, 1996
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 21, 1996
__________
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 21, 1996, at 10:00 a.m. This
Proxy Statement and the enclosed form of proxy are first being
mailed to stockholders on or about April 9, 1996.
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 2, 1996 will be
entitled to notice of and to vote at the meeting and at all
adjournments thereof. At the close of business on April 2 1996,
the Company had outstanding approximately 1,628,975 shares of
Common Stock and 4,720,025 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
business as may properly come before the meeting. The proxy
given by the enclosed proxy card may be revoked at any time
<PAGE>
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 2, 1996, 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.
Shares of Shares of Class B
Name(1) Common Stock(2) Common Stock(2)
Voting
Number Percentage Number Percentage Power
FMR Corp 633,800 38.90% 0 0 1.29%
82 Devonshire St.
Boston, Mass. 02109
J.P. Morgan &
Co., Inc. 224,100 13.75% 0 0 0.46%
60 Wall Street
New York, NY 10260
Michael A. Elia 0 0 869,750(5) 18.41% 17.81%
Laurence A. Elia 0 0 876,350(6) 18.56% 17.94%
Richard A. Elia 0 0 876,350(7) 18.56% 17.94%
William J. McDermott 0 0 886,775(8) 18.78% 18.16%
Alan R. Elia, Jr. 0 0 160,000(9) 3.38% 3.27%
Arthur A. Elia 10,500(3) * 0 0 *
Dena M. Armstrong 5,850 * 0 0 *
Joseph J. Castiglia 4,000(4) * 0 0 *
Robert S. Kelso 3,200(4) * 0 0 *
All officers and
Directors as a group
(14 persons) 43,550 * 3,509,225 74.31% 71.95%
*Less than 1%
(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.
<PAGE>
(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.
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. Does not include 2,750 shares
of Common Stock held by his spouse as to which he disclaims
beneficial ownership.
(4) 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.
(5) Does not include 50,000 Class B shares held by his spouse
and 30,400 Class B shares held by his spouse as custodian
for his minor children as to which he disclaims beneficial
ownership.
(6) Does not include 50,000 Class B shares held by his spouse
and 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 50,000 Class B shares held by his spouse
and 22,800 Class B shares held by his spouse as custodian
for his minor children as to which he disclaims beneficial
ownership.
(8) Does not include 50,000 Class B shares held by his spouse
and 15,200 Class B shares held by his spouse as custodian
for his minor children as to which he disclaims beneficial
ownership.
(9) Does not include 763,450 Class B shares held by a trust of
which he and his father, Alan R. Elia, Sr., are co-trustees,
and 1,100 Class B shares held in a trust for his minor child
of which he is a co-trustee, as to which he disclaims
beneficial ownership.
All directors and executive officers timely filed all
required beneficial ownership reports during fiscal 1995 except
that Messrs. Michael A. Elia, Laurence A. Elia, Richard A. Elia
and William J. McDermott each failed to timely report a gift of
stock to their spouses, and Alan R. Elia, Jr. failed to timely
report a change in the form of beneficial ownership caused by the
formation of a trust.
<PAGE>
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
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 74.3% 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 61 1989 Director
Robert S. Kelso 75 1989 Director
_________________________________________________________________
Nominees for
Class B Directors
Michael A. Elia 44 1980 President, Chief
Executive Officer
and Director
Laurence A. Elia 45 1979 Vice President and
Director
Richard A. Elia 42 1982 Executive Vice
President and
Director
William J. McDermott 46 1979 Vice President -
Finance, Secretary
and Director
Dena M. Armstrong 38 1982 Assistant Vice
President - Finance,
Treasurer and
Director
Arthur A. Elia 67 1979 Director
_________________________________________________________________
<PAGE>
Joseph J. Castiglia served as President from 1982, and as a
Director from 1971, until his retirement in 1996, 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
New York State Electric and Gas Company. 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 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. Prior to 1984 he served as Vice President in
charge of construction operations of 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. 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. Prior to
1986 he served as legal counsel 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. 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.
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
During 1995, the Board of Directors had four meetings. 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 1995, 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 1995, the Compensation
Committee had one meeting.
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
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
<PAGE>
attracting and retaining qualified executives. In 1995, these
policies were carried out through the compensation components of
salary, profit sharing, pension, perquisites, bonus and, for
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 eight 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 1995, incentive stock
options were awarded to certain officers, not including those
named in the Summary Compensation Table, and employees. 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.
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
<PAGE>
was readily justified by his role in guiding the Company to two
successive years of record revenues and earnings, 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
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, 1995, 1994 and 1993 for (i) the chief executive
officer and (ii) the three other executive officers of the
Company whose annual compensation exceeded $100,000, for services
rendered in all capacities.
Annual
Compensation
Name and All Other
Principal Salary Bonus(1) Compensation
Position Year ($) ($) ($)
Michael A. Elia, 1995 200,000 66,661 14,981
Chief Executive 1994 200,000 47,377 15,261
Officer 1993 200,000 36,373 23,554
William J. McDermott, 1995 180,000 66,661 15,085
Vice President - 1994 180,000 47,377 15,421
Finance 1993 180,000 36,202 21,487
Laurence A. Elia, 1995 180,000 66,661 15,032
Vice President 1994 180,000 47,377 15,355
1993 180,000 36,175 21,119
Richard A. Elia, 1995 190,000 66,661 14,887
Executive Vice 1994 190,000 47,377 15,066
President 1993 190,000 36,531 22,192
(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 1995 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
$1,373, $1,477, $1,424 and $1,279, respectively. Such
amounts Include Company contributions to the accounts of
each named executive officer in the defined contribution
pension plan, in the amounts of $13,608 each.
<PAGE>
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
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 31,1995
was $1,000,000 each, and interest payments to them in 1995 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 returns on an indexed basis since 1991 with the S&P
500 Stock Index and the S&P Pollution Control Index.
<TABLE>
GRAPH DATA
TOTAL STOCKHOLDER RETURNS
<CAPTION>
DEC 90 DEC 91 DEC 92 DEC 93 DEC 94 DEC 95
<S> <C> <C> <C> <C> <C> <C>
Sevenson Environmental Svcs $100 $78 $113 $126 $147 $154
S&P 500 Index $100 $130 $140 $155 $157 $215
S&P Pollution Control $100 $118 $118 $86 $89 $102
</TABLE>
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.
<PAGE>
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
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.
<PAGE>
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 accountant 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 Stock holders 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.
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 9, 1996
<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
Proxies with full power of substitution, and hereby authorizes him to
represent and to vote, as designated on the reverse, all the shares of
Common Stock, of Sevenson Environmental Services, Inc. held of record
by the undersigned on April 2, 1996, at the Annual Meeting of
Stockholders to be held on May 21, 1996, or any adjournments thereof.
(Continued and to be Signed on Reverse Side)
<PAGE>
[X] Please mark your votes as in this example.
1. Election of Class A Directors
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to
below (except as marked vote for all nominees
to the contrary) listed below
Joseph J. Castiglia
Robert S. Kelso
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.
______________________________________________________________________
2. Appointment of Deloitte & Touche as independent accountants.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. 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 and 2.)
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
SIGNATURE______________________________ DATE______________
SIGNATURE______________________________ DATE______________
NOTE: 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 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.
<PAGE>
