SCHEDULE 14 A 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 Section 240.14a-11(c) or
Section 240.14a-2.
SEVENSON ENVIRONMENTAL SERVICES, INC.
_________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-12.
(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:
_______________________________________________________
[ ] Fee paid previously with preliminary materials.
<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 20, 1997, 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 accounts to audit the
accounts of the Company for the fiscal year ending December 31,
1997.
(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 7, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
MARK, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY
IN THE ENVELOPE PROVIDED.
Page 1 of 15
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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 20, 1997
__________
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
(the "Annual Meeting") to be held at the Comfort Inn, One
Prospect Point, Niagara Falls, New York, 14302, on Tuesday,
May 20, 1997, at 10:00 a.m. This Proxy Statement and the
enclosed form of proxy are first being mailed to stockholders on
or about April 7, 1997.
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, 1997 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, 1997,
the Company had outstanding approximately 1,604,425 shares of
Common Stock and 4,702,975 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
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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 Annual 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, 1997, 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.
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<PAGE>
<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>
Quest Advisory Corp. 516,000 32.16% 0 0 1.06%
1414 Avenue of Americas
New York, N.Y. 10019
FMR Corp 287,600 17.92% 0 0 0.59%
82 Devonshire St.
Boston, Mass. 02109
J.P. Morgan & Co., Inc. 203,100 12.66% 0 0 0.42%
60 Wall Street
New York, NY 10260
Michael A. Elia 0 0 863,150(5) 18.35% 17.75%
Laurence A. Elia 0 0 874,150(6) 18.59% 18.02%
Richard A. Elia 0 0 874,150(7) 18.59% 18.02%
William J. McDermott 0 0 883,475(8) 18.78% 18.23%
Alan R. Elia, Jr. 0 0 160,000(9) 3.40% 3.29%
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 * 3,494,925 74.31% 71.86%
________________________________________________________________________________________
</TABLE>
*Less than 1%
____________________
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<PAGE>
(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.
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 34,800 Class B shares held by his spouse as custodian
for his minor children as to which he disclaims beneficial
ownership.
(6) Does not include 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 750,250 Class B shares held by a trust of
which he and his father, Alan R. Elia, Sr., are co-trustees,
and 2,200 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 1996.
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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 77.7% 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 62 1989 Director
Robert S. Kelso 76 1989 Director
___________________________________________________________________________
Nominees for
Class B Directors
Michael A. Elia 45 1980 President, Chief
Executive Officer
Officer and Director
Laurence A. Elia 46 1979 Vice President and
Director
Richard A. Elia 43 1982 Executive Vice President
and Director
William J. McDermott 47 1979 Vice President-Finance,
Secretary and Director
Dena M. Armstrong 39 1982 Assistant Vice President-
Finance, Treasurer and
Director
Arthur A. Elia 68 1979 Director
___________________________________________________________________________
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<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 and Vision Fiduciary Funds, Inc., 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
Corporation. Mr. Castiglia is also a Trustee of Sisters of
Charity Hospital, located in Buffalo, New York and Vice Chairman
of AAA of Western and Central New York. He is also former
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.
Mr. Elia is also a director of Soverign Self Storage, a real
estate investment trust which owns and operates self-storage
centers.
Laurence A. Elia has served as a Vice President of the
Company and its predecessors 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 and its
predecessors. 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 has been employed by the Company and its
predecessors since 1975. Since 1982 she has served as Assistant
Vice President-Finance. She received her B.S. degree from
Niagara University.
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<PAGE>
Arthur A. Elia has been with the Company including its
predecessors 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.
The Board of Directors recommends a vote FOR the election of
the above nominees.
BOARD OF DIRECTORS AND COMMITTEES
During 1996, 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 1996, 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 1996, 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.
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<PAGE>
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
attracting and retaining qualified executives. In 1996, 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 had been
implemented for a nine year period through 1996. 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 1996, 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
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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 the difficult market
conditions the Company encountered in late 1995 and through the
first half of 1996. Despite these conditions, the Company
remained profitable throughout the period. As conditions
improved, the Company's business recovered quickly as evidenced
by the Company's record backlog at year end. The Committee is
satisfied that the Company continues to be managed with the
diligence and skill that produced two successive years of record
revenues and earnings prior to 1996 and that 1996's results
reflect external factors.
Compensation Committee:
Joseph J. Castiglia
Robert S. Kelso
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<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, 1996, 1995 and 1994 for (i) the chief executive officer and
(ii) the three other executive officers of the Company whose
annual compensation exceeded $100,000, for services rendered in
all capacities.
Annual
Compensation
Name and Principal All Other
Position Year Salary Bonus(1) Compensation(2)
($) ($) ($)
Michael A. Elia, 1996 200,000 53,885 15,158
Chief Executive 1995 200,000 66,661 14,981
Officer 1994 200,000 47,377 15,261
William J. McDermott, 1996 180,000 53,885 15,405
Vice President - 1995 180,000 66,661 15,085
Finance 1994 180,000 47,377 15,421
Laurence A. Elia, 1996 180,000 53,885 15,125
Vice President 1995 180,000 66,661 15,032
1994 180,000 47,377 15,355
Richard A. Elia, 1996 190,000 53,885 14,969
Executive Vice 1995 190,000 66,661 14,887
President 1994 190,000 47,377 15,066
(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 1996 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
$1,603, $1,850, $1,570 and $1,414, respectively. Such
amounts also include Company contributions to the accounts
of each named executive officer in the defined contribution
pension plan in the amounts of $13,555 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
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 31,1996
was $1,000,000 each, and interest payments to them in 1996 were
$90,000 each. The indebtedness to each matures six months after
his death and is funded by life insurance.
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<PAGE>
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.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF
1994
Section 16(a) of the Securities Exchange Act of 1994
requires the Company's directors and officers, and persons who
own more than 10% of a registered class of the Company's equity
securities, to file reports of ownership and change in ownership
with the SEC and the Nasdaq National Market tier of the Nasdaq
Stock Market. Directors, officers and greater-than-10%
stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. Based
solely on review of information furnished to the Company, reports
filed through the Company and written representations that no
Forms 5 were required, the Company believes that all Section
16(a) filing requirements applicable to its directors, officers
and greater-than-10% beneficial owners were complied with during
fiscal year 1996.
FIVE-YEAR STOCKHOLDER RETURN COMPARISON
The following line-graph presentation compares (i) the
Company's cumulative stockholder returns on an indexed basis for
the five year period ended December 31, 1996 with (ii) the S&P
500 Stock Index and (iii) a peer group of companies selected by
the Company.
The peer group consists of six companies engaged in the
environmental services business; those companies are: CET
Environmental Services, Inc., Flour Daniel/GTI, Inc.,
International Technology Corp., OHM Corp., Smith Technology
Corp., and Thermo Remediation Inc.
CUMULATIVE TOTAL STOCKHOLDER RETURN
SEVENSON ENVIRONMENTAL SERVICES, INC.
DECEMBER 31, 1991 - DECEMBER 31, 1996
Dec 91 Dec 92 Dec 93 Dec 94 Dec 95 Dec 96
Sevenson Environmental Svcs 100 144.44 161.11 187.28 196.68 209.10
S&P 500 100 107.62 118.46 120.03 165.13 203.05
Peer Group 100 76.60 67.12 58.28 56.61 44.72
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
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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 1996, SCC paid the Company approximately $96,000 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 1996, the Company's
shares of the liability insurance and workers compensation
premiums was approximately $2,430,000 and SCC's share was
approximately $71,800.
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
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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 - 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 1996, 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 thirteen years. The Board of Directors wishes to
continue the services of this firm for the fiscal year ending
December 31, 1997, 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 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 will have the opportunity to make a statement if
they desire to do so, and will be available to respond to
appropriate questions.
The Board of Directors recommends a vote FOR the
ratification of the appointment of Deloitte & Touche LLP as
independent accountants to audit the accounts of the Company for
the fiscal year ending December 31, 1997.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the
1998 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 8, 1997.
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<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
April 7, 1997 Secretary
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<PAGE>
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
SEVENSON ENVIRONMENTAL SERVICES, INC.
2479 Lockport Road
Niagara Falls, New York 14302
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
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
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 4, 1997 at the Annual Meeting of Stockholders to be held at the
Comfort Inn, One Prospect Point, Niagara Falls, New York, on May 20, 1997,
or any adjournment thereof.
(Continued and to be Signed on Reverse Side)
<PAGE>
[ X ] Please mark
your votes as
this example
THE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE
COMPANY. The Directors recommend a vote FOR election
of all nominees and FOR proposal 2.
1. Election of Class A Directors
FOR WITHHELD
[ ] [ ] Nominees: Joseph J. Castiglia,
Robert J. Kelso
For except vote withheld from the following nominee(s):
__________________________________
2. Ratify the appointment of Deloitte & Touche LLP as independent
auditors for fiscal year 1997
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the proxies are authorized to vote upon any other
matters of business which may properly come before the meeting, or,
any adjournment(s) thereof
Change of Address/comments on reverse side [ ]
I plan to attend the meeting [ ]
I do not plan to attend the meeting [ ]
SIGNATURE(S)__________________________________ Date ____________________
NOTE: Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full titles as such. If a corporation, please sign
in full by President or other authorized officer. If a partnership, please
sign in partnership name by authorized person.
<PAGE>
