OP-TECH ENVIRONMENTAL SERVICES, INC.
(A DELAWARE CORPORATION)
_____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 16, 2000
To the Stockholders of
OP-TECH ENVIRONMENTAL SERVICES, INC.
The Annual Meeting of Stockholders of OP-TECH Environmental
Services, Inc. (the "Corporation") will be held at the Homewood
Suites Hotel, 275 Elwood Davis Road, Liverpool, New York on
November 16, 2000 at 4:00 p.m., local time, to consider and vote
on the following matters described under the corresponding
numbers in the attached Information Statement:
(1) The election of five directors;
(2) To ratify the appointment of PricewaterhouseCoopers,
LLP as independent auditors of the Corporation; and
(3) To transact such other business as may properly come
before the meeting or any adjournments thereof.
Stockholders of record at the close of business on October
9, 2000 are the only stockholders entitled to notice of and to
vote at the Annual Stockholders Meeting. The list of such
stockholders will be available for inspection by stockholders
during the ten (10) days prior to the meeting in accordance with
Section 219 of the Delaware General Corporation Law at the
offices of the Corporation, 6392 Deere Road, Syracuse, New York
13206. Stockholders may make arrangements for such inspection by
contacting the Secretary, Dennis Lerner, of OP-TECH Environmental
Services, Inc., 6392 Deere Road, Syracuse, New York 13206. The
stock transfer books of the Corporation will not be closed.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
By Order of the Board of Directors,
Dennis Lerner
Secretary
October 17, 2000
Requests for additional copies of the Information Statement
should be addressed to the Secretary, OP-TECH Environmental
Services, Inc., 6392 Deere Road, Syracuse, New York 13206.
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OP-TECH Environmental Services, Inc.
6392 Deere Road
Syracuse, New York 13206
_________________
INFORMATION STATEMENT
___________________
ANNUAL MEETING OF STOCKHOLDERS
November 16, 2000
This Information Statement is furnished by the Board of
Directors of OP-TECH Environmental Services, Inc. (the
"Corporation") in connection with the Annual Meeting of
Stockholders to be held on November 16, 2000. The Board of
Directors has fixed October 9, 2000, at the close of business, as
the record date for the determination of stockholders entitled to
vote at the meeting. It is anticipated that this Information
Statement and the enclosed Notice will be mailed to stockholders
of record on or about October 17, 2000.
MANAGEMENT OF THE CORPORATION IS NOT SOLICITING PROXIES FOR
THIS MEETING AND YOU ARE REQUESTED NOT TO SEND THE CORPORATION A
PROXY.
O'Brien & Gere Limited and M&T Bank own approximately 75% of
the issued and outstanding shares of Common Stock of the
Corporation and have indicated that they will vote their shares
in favor of the election as directors of the nominees set forth
herein and the ratification of the appointment of
PricewaterhouseCoopers LLP as the Corporation's independent
auditor.
The Annual Report of Form 10-K of the Corporation, including
financial statements for the year ended December 31, 1999, is
enclosed herewith, but without exhibits as filed with the
Securities and Exchange Commission. Any stockholder may, by
written request directed to the Secretary, OP-TECH Environmental
Services, Inc., 6392 Deere Road, Syracuse, New York 13206,
request a copy of one or more exhibits thereto, in which case,
the Corporation's reasonable expenses of furnishing such exhibits
may be charged.
VOTING SECURITIES
All the voting power of the Corporation is vested in its
Common Stock. As of the close of business on September 30, 2000,
11,603,963 shares of Common Stock, par value $.01 per share, were
outstanding. Each share of Common Stock is entitled to one vote.
Set forth below is information concerning the ownership as
of September 30, 2000 of the Common Stock of the Corporation by
persons who, to the knowledge of the Board of Directors,
beneficially own more than five (5%) percent of the outstanding
shares of Common Stock of the Corporation.
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Name and Address Number of Shares of Common
of Beneficial Owner Stock Beneficially Owned (1) Percentage of Class
O'Brien & Gere Limited 3,148,200 (2) 27%
5000 Brittonfield Parkway
East Syracuse, NY 13057
M&T Bank 5,622,140 48%
101 S. Salina Street
Syracuse, NY 13202
(1) Except as set forth in (2) below, the
beneficial owners have sole voting and
investment power over the shares owned.
(2) Through March 24, 2003, O'Brien & Gere
Limited ("Limited") has agreed (a) to vote
its shares to elect up to 2 nominees of M&T
Bank to the Board of Directors, and (b)
should Limited sell shares of the Company, it
will not do so at a faster rate than M&T
Bank, should they elect to sell shares.
ELECTION OF DIRECTORS
NOMINEES
Five Directors are to be elected at the Annual Meeting, each
to hold office until the next annual meeting and until his
successor is elected and qualified.
The following table sets forth certain information furnished
to the Corporation regarding the persons who are nominees for the
election as directors of the Corporation.
Name, Age, Principal Year First Principal Occupation For
Occupation Elected Past Five Years
Robert J. Berger (54) 1998 Mr. Berger has served in his present
Director and Chairman position as Director since November
of 1998. Mr. Berger was employed in
various positions for OnBank from
1978 through March 31, 1998, his last
position being Senior Vice
President, Treasurer, and Chief
Financial Officer. From April
through August 1998, he served as
consultant to First Empire State
Corp. subsequent to its merger with
OnBank. Since August 1998, he has
been an Adjunct Professor and
Director of the Madden Institute of
Business Education at LeMoyne
College, Syracuse, New York. Mr.
Berger is also Chairman, President,
and Chief Executive Officer of St.
Lawrence Industrial Services, Inc.,
and he is a Director of YAPA, Young
Adult Professional Associates, Inc.
On February 24, 2000, Mr. Berger
was elected Chairman of the Board
of Directors.
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Richard L. Elander (59) 1991 Mr. Elander has served in his
Director present position as a Director since
November of 1991. He has served as
Vice President and General Manager
from June 1994 to December 1996.
He also served as Chief Executive
Officer from November 1991 to June
1994. Mr. Elander served as a
Director of O'Brien & Gere Limited
from August 1991 to September 1995.
From 1983 to 1995, Mr. Elander
served as President of O'Brien &
Gere Operations. Currently, Mr.
Elander operates his own
construction management consulting
business.
John R. Loveland (63) 1994 Mr. Loveland has served in his
Director & Chief present position since August 1994.
Executive Officer He has been a director of O'Brien &
Gere Engineers, Inc.
since 1973, and he also served as
President of O'Brien & Gere
Engineers Inc. from 1980 to
December 1992. He served as
Chairman of the Board of O'Brien &
Gere Limited from 1989 to March
1999. From March 1999 to July
2000, Mr. Loveland served as
President of O'Brien & Gere
Property Development. On February
24, 2000, Mr. Loveland resigned his
position as Chairman of the Board
and was succeeded by Mr. Berger.
Cornelius B. Murphy, Jr. (56) 1991 Dr. Murphy has served in his current
Director position as a Director since
November of 1991. He previously
served as the Company's President
from June 1994 to December 1996,
and as Chairman of the Board from
November of 1991 to June 1994. Dr.
Murphy has been a Director of
O'Brien & Gere Limited since 1985
and O'Brien & Gere Engineers, Inc.
from 1982 to date. Dr. Murphy
served as President of O'Brien &
Gere Engineers from 1992 to 1997.
From 1982 to 1992, he served as
President of O'Brien & Gere
Technical Services, Inc. Dr.
Murphy currently serves as Chairman
of the Board of O'Brien & Gere
Limited and as Chief Scientist of
O'Brien & Gere Engineers. In
February 2000, Dr. Murphy was
elected President of the State
University of New York
Environmental Science and Forestry
School.
Steven A. Sanders (55) 1991 Mr. Sanders has served in his present
Director position since September of
1991. He is a partner in the law
firm of Beckman, Millman, & Sanders
LLP. Mr. Sanders has also been
President of the Law Office of
Steven A. Sanders PC since 1992.
Prior to that, he served as
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Counsel to Jacobs Persinger & Parker
from 1987 to 1992. Prior thereto,
Mr. Sanders served as Senior Partner
of the law firm Sanders and Sierchio.
Each director has served continuously since he was first elected.
The Board of Directors held 7 meetings during the last
calendar year. All of the directors attended more than 75% of
the total number of meetings held by the Board of Directors.
The following table sets forth certain information furnished
to the Corporation regarding the beneficial ownership of the
Corporation's Common Stock at September 30, 2000 by each director
and nominee for election as director and by all directors,
nominees and officers as a group:
Name and Address Number of Shares of Common
of Beneficial Owner Stock Beneficially Owned (1) Percentage of Class
O'Brien & Gere Limited 3,148,200 27%
5000 Brittonfield Parkway
East Syracuse, NY 13057
M&T Bank 5,622,140 48%
101 S. Salina Street
Syracuse, NY 13202
Richard L. Elander 329,565 (4) 3%
Robert J. Berger 20,000 (4) <1%
Cornelius B.Murphy, Jr. 1,424 (4) <1%
Steven A. Sanders 25,752 (2)(4) <1%
John R. Loveland 77,093 (3)(4) <1%
All Officers & Directors 477,588 (2)(3)(4) 4%
as a Group (9 persons)
(1) The beneficial owners have sole voting and investment
power over the shares owned.
(2) Includes 200 shares, which are owned by Mr. Sanders'
wife as custodian for his son, as to which Mr. Sanders
disclaims beneficial ownership.
(3) Includes 76,659 shares owned by Mr. Loveland's wife as
to which Mr. Loveland disclaims beneficial ownership.
(4) Director
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Executive Compensation
The following table sets forth summary information
concerning compensation paid or accrued by the Corporation for
services rendered during the fiscal year ended December 31, 1999,
to the Corporation's Chief Executive Officer and the other most
highly compensated executive officer.
Summary Compensation Table
Long Term Compensation
Annual Awards Payments
Name and Compensation Other Annual # LTIP All Other
Principal Position Year Salary Compensation Options Payouts Compensation
John R. Loveland 1999 $35,880 -0- -0- -0- -0-
Director and 1998 $13,920 -0- -0- -0- -0-
CEO 1997 $19,200 -0- 50,000 -0- -0-
Anthony R. Pongonis 1999 $107,220 -0- -0- -0- -0-
Executive Vice 1998 $92,220(1) -0- -0- -0- -0-
President
(1) Includes stock bonus with a market value of $2,500 at the
time of award.
The Corporation has no formal deferred compensation or bonus
plans. The Corporation has adopted an incentive compensation
plan.
The Corporation has an Incentive Stock Option Plan (the "ISO
Plan"). The ISO Plan has been administered by a committee of the
Board of Directors. Designation of the key employees of the
Corporation including employees who are officers or directors, to
hold options under the ISO Plan and the number of options to be
granted have been determined by the Board of Directors.
The ISO Plan authorizes the granting of options to purchase
up to 500,000 shares of Common Stock of the Corporation (subject
to adjustment in the event of recapitalization or similar
change). Each option granted under the ISO Plan may be exercised
during a period of fixed by the Board of Directors but in no
event more than ten (10) years from the date of grant. The
purchase price for each share of Common Stock on the date of
grant of the option and is payable in shares of Common Stock of
the Corporation owned by the optionee, or partially by cash or
check and partially by delivery of shares of Common Stock of the
Corporation owned by the optionee.
There were no outstanding stock options held as of December
31, 1999 by the named executive officers.
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No options were exercised by any officer or director of the
Corporation during the fiscal year. Directors of the Company are
paid $500 for each quarter plus reimbursement for their actual
expenses incurred in attending meetings.
The following table summarizes all executive officers and
directors of the Company as of June 30, 2000:
Name Age Position Held
Robert J. Berger 53 Director and Chairman of the Board
Richard L. Elander 59 Director
John R. Loveland 62 Director and Chief Executive Officer
Cornelius B. Murphy, Jr. 55 Director
Robert F. Neuhaus 39 Director
Steven A. Sanders 54 Director
Christopher J. Polimino 34 President
Anthony R. Pongonis 47 Executive Vice President
Dennis S. Lerner 58 Secretary
Kelly B. Ardoin 25 Assistant Treasurer
Business Experience
See Election of Directors-Nominees for business experience
for Messrs. Berger, Elander, Loveland, Murphy, and Sanders.
Mr. Polimino was promoted to the position of President
during the first quarter of 2000. He has been with the Company
since December of 1994 and has previously served as Executive
Vice President, General Manager, and Controller.
Mr. Pongonis was hired during the fourth quarter of 1996.
He previously served as the Company's President and is currently
the Company's Eastern Region Manager. He has over twenty-five
years experience in the environmental services industry.
Mr. Lerner has served in his present position since February
of 1994. Mr. Lerner was Assistant Secretary of O'Brien & Gere
Engineers Inc. a wholly owned subsidiary of O'Brien & Gere
Limited, from 1992 to March 1999. He also served as O'Brien &
Gere Engineer's in-house legal counsel from 1990 to 1999.
Ms. Ardoin was hired during the third quarter of 1998, and
currently serves as the Company's Controller. Ms. Ardoin
previously worked for a public accounting firm as a staff
accountant.
Effective July 20, 2000, Mr. Neuhaus resigned from the Board
of Directors of the Company.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 30, 1998, the Company renewed its lease agreement
with O'Brien & Gere Property Development (an affiliate) to occupy
approximately 17,000 square feet of office and garage space. The
terms of the lease extend through June 30, 2001. Total rent
expense incurred under this lease agreement in 1999 amounted to
approximately $82,000. During the first quarter of 2000, O'Brien
& Gere Property Development sold the property to an independent
third party. The original lease terms remain in effect until
June 30, 2001.
During 1999, the Company provided approximately $970,000 of
remediation, sub-contract support and project services to
affiliated parties.
The Company purchases technical and consulting services from
affiliated parties. The costs for these services amounted to
approximately $299,000 for 1999.
The Company has a $2,000,000 line of credit with BSB Bank &
Trust Co. due on April 30, 2001. Interest is payable at prime
plus 1.25%. Interest expense on this line of credit amounted to
approximately $120,000 for 1999.
Steven A. Sanders, a director of the Company, is a partner
in the law firm of Beckman, Millman & Sanders LLP. Mr. Sanders
has provided professional services to the Company since August of
1991, and it is anticipated that he will continue to do so.
The Company purchases subcontract labor services from St.
Lawrence Industrial Services, Inc., which is owned by Robert J.
Berger, a director of the Company. The costs for these services
amounted to approximately $1,094,000 in 1999.
Compliance with Section 16(a) of the Exchange Act
To the Company's knowledge, based solely on a review of the
copies of the reports required pursuant to Section 16(a) of the
Exchange Act that have been furnished to the Company and written
representations that no other reports were required, during the
year ending December 31, 1999, all Section 16(a) filing
requirements applicable to its directors, executive officers and
greater than 10% beneficial owners have been met.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm
PricewaterhouseCoopers, LLP as independent auditors for the year
ending December 31, 2000, subject to ratification by the
stockholders at the Annual Meeting. Representatives of
PricewaterhouseCoopers, LLP are expected to attend the Annual
Meeting, will be afforded an opportunity to make a statement if
they desire to do so, and will be available to respond to
appropriate questions by shareholders.
OTHER MATTERS
The Board of Directors knows of no matters to be presented
at the meeting other than those set forth in the foregoing Notice
of Annual Meeting.
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Stockholders' Proposals
From time to time, stockholders present proposals which may be proper
subjects for inclusion in the Information Statement and for consideration
at the Annual Meeting. To be considered, proposals must be submitted on a
timely basis. Proposals for the 2001 Annual Meeting must be received by
the Corporation no later than August 1, 2001.
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