<PAGE> 1
PROXY STATEMENT
PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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 Section 240.14a-11(c) or Section
240.14a-12
AIR-CURE TECHNOLOGIES, INC.
(Name of Registrant as specified in its Charter)
AIR-CURE TECHNOLOGIES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(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 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which the transaction
applies:
______________________________________________
(2) Aggregate number of securities to which the transaction
applies:
______________________________________________
(3) Per unit price or other underlying value of the
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:
______________________________________________
[x] 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> 2
AIR-CURE TECHNOLOGIES, INC.
2828 CLINTON DRIVE
HOUSTON, TEXAS 77020
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 27, 1996
------------------------
Notice is hereby given that the annual meeting of the stockholders of
Air-Cure Technologies, Inc. (the "Company") will be held at the offices of the
Company, 2828 Clinton Drive, Houston, Texas 77020, on Thursday, June 27, 1996,
at 11:00 a.m. central time, for the following purposes:
1. To elect a board of six directors to serve until the next annual
meeting of stockholders or until their successors are elected and qualify;
2. To consider and act upon a proposal to amend the Company's Restated
Certificate of Incorporation to increase the authorized shares of common stock,
$.001 par value ("Common Stock"), to 30,000,000 shares from the 20,000,000
shares presently authorized; and
3. To consider and act upon such other business as may properly be
presented to the meeting.
A record of stockholders has been taken as of the close of business on May
7, 1996, and only those stockholders of record on that date will be entitled to
notice of and to vote at the meeting. A stockholders' list will be available
at the offices of the Company commencing June 10, 1996, and may be inspected
during normal business hours before the annual meeting.
If you do not expect to be present at the meeting, PLEASE SIGN AND DATE
THE ENCLOSED PROXY AND RETURN IT PROMPTLY in the enclosed stamped envelope
which has been provided for your convenience. The prompt return of proxies
will ensure a quorum and save the Company the expense of further solicitation.
By Order of the Board of Directors
Lawrance W. McAfee,
Executive Vice President, Chief Financial
Officer and Secretary
May 17, 1996
<PAGE> 3
AIR-CURE TECHNOLOGIES, INC.
2828 CLINTON DRIVE
HOUSTON, TEXAS 77020
PROXY STATEMENT
This Proxy Statement is being mailed to stockholders commencing on or
about May 17, 1996, in connection with the solicitation by the board of
directors of Air-Cure Technologies, Inc. (the "Company") of proxies to be voted
at the annual meeting of stockholders to be held in Houston, Texas on June 27,
1996, and at any adjournment thereof, for the purposes set forth in the
accompanying notice. Proxies will be voted in accordance with the directions
specified thereon and otherwise in accordance with the judgment of the persons
designated as the holders of the proxies. Proxies marked as abstaining on any
matter to be acted on by the stockholders will be treated as present at the
annual meeting for purposes of determining a quorum but will not be counted as
votes cast on such matters. Any proxy on which no direction is specified will
be voted: (i) for the election of each of the directors nominated by the
Company named herein and (ii) for approval of an amendment to the Company's
Restated Certificate of Incorporation to increase the authorized shares of
Common Stock to 30,000,000 shares from the 20,000,000 shares presently
authorized. A stockholder may revoke a proxy by delivering to the Company
written notice of revocation, delivering to the Company a proxy signed on a
later date or voting in person at the annual meeting.
As of May 7, 1996, the record date for the determination of stockholders
entitled to vote at the annual meeting, there were 11,641,768 shares of the
Common Stock outstanding. Each share of Common Stock entitles the holder to
one vote on all matters presented at the meeting.
ELECTION OF DIRECTORS
At the meeting, six nominees are to be elected, each director to hold
office until the next annual meeting of stockholders or until his successor is
elected and qualifies. The persons named in the accompanying proxy have been
designated by the board of directors and, unless authority is withheld, they
intend to vote for the election of the nominees named below to the board of
directors. If any nominee should become unavailable for election, the proxy
may be voted for a substitute nominee selected by the persons named in the
proxy, or the board may be reduced accordingly; however, the board of directors
is not aware of any circumstances likely to render any nominee unavailable.
NOMINEES
Certain information concerning the nominees is set forth below:
<TABLE>
<CAPTION>
Name Position Age Director Since
---- -------- --- --------------
<S> <C> <C> <C>
Mark E. Johnson(1) . . . . . . Director, chairman of the board, 45 1995
president
and chief executive officer
Thomas N. Amonett(3) . . . . . Director 52 1996
Lawrance W. McAfee(2) . . . . . Director, executive vice president, chief 41 1995
financial officer and secretary
Pierre S. Melcher(1) . . . . . Director, senior vice president and 36 1996
treasurer
T. William Porter(1)(2)(3). . . Director 54 1995
James L. Rainey, Jr.(2)(3). . . Director 66 1993
</TABLE>
(Footnotes on following page)
________
<PAGE> 4
(1) Pursuant to an agreement with the Company, so long as Messrs. Johnson and
Melcher together own 20% or more of the Company's outstanding Common
Stock, they have the right to designate two nominees for election to the
board, not more than one of which may be an employee of the Company. Mr.
Johnson and Mr. Porter have been designated as nominees pursuant to this
agreement.
(2) Member, audit committee of the board of directors.
(3) Member, compensation committee of the board of directors.
Mark E. Johnson was elected chairman of the board, president and chief
executive officer in March 1996. From February 1994 until December 1995, Mr.
Johnson was a shareholder, director and president of Allied Industries, Inc.
("Allied"), a subsidiary of the Company. Prior to that time, he was a private
investor, and a shareholder, director and president of Semco, Inc., a
manufacturer of pneumatic conveyancing equipment, and Stillbrooke Corporation
("Stillbrooke"), a cemetery and funeral home company, both based in Houston,
Texas. Previously, Mr. Johnson was a partner with KPMG Peat Marwick.
Thomas N. Amonett currently serves as the president and chief executive
officer of the energy subsidiary of Reunion Resources Company ("Reunion").
Previously, and commencing July 1, 1992, Mr. Amonett served as a director and
as the president and chief executive officer of Reunion. Prior thereto he had
been engaged in the practice of law with Fulbright & Jaworski in Houston,
Texas, where he was of counsel for more than five years. From 1982 through
1986 he served as president of Houston Oil Fields Company, a Houston-based oil
and gas exploration and production company. He also served as chairman of the
board of directors of Weatherford International Incorporated, an oil field
service company, from 1986 to 1989 and where he continues to serve as a
director. Mr. Amonett also serves as a director of PetroCorp, Incorporated, a
Houston-based oil and gas company.
Lawrance W. McAfee was elected executive vice president and chief
financial officer of the Company in January 1993 and secretary in May 1993.
From August 1991 until he joined the Company, Mr. McAfee was chief financial
officer and a director of Waste Processor Industries, Inc., an environmental
services company. From 1989 to August 1991, he was senior vice president -
corporate development and chief financial officer of Stillbrooke. From 1982 to
1989, Mr. McAfee was with U.S. Home Corporation, a residential builder,
developer and financial services company, where he served as vice president and
chief financial officer.
Pierre S. Melcher was elected senior vice president and treasurer of the
Company in April 1996. From February 1994 until December 1995, Mr. Melcher was
a shareholder, director and senior vice president of Allied. Prior to that
time, he was a private investor and a shareholder, director and senior vice
president of Semco, Inc., a manufacturer of pneumatic conveyancing equipment.
From 1988 to 1991 Mr. Melcher was an investment banker with Texas Commerce
Bank.
T. William Porter is a partner of Porter & Hedges, L.L.P., a Houston-based
law firm. He also serves on the board of directors of Gundle/SLT
Environmental, Inc.
James L. Rainey, Jr. is a business consultant. From May 1986 through
April 1991, he was the president and chief executive officer of Farmland
Industries, Inc., the largest agricultural supply cooperative in the United
States. Previously, Mr. Rainey spent over 20 years with Kerr-McGee
Corporation, including serving as president of Kerr-McGee Chemical Corporation.
Mr. Rainey also serves on the board of directors of Jacobs Engineering Group,
Inc., The Wirthlin Group, and Biomat, Inc.
2
<PAGE> 5
BOARD AND COMMITTEE ACTIVITY, STRUCTURE AND COMPENSATION
During 1995, the board of directors convened on four regularly or
specially scheduled occasions. The audit and compensation committees of the
board each held one meeting in 1995. Each director attended at least 75% of
all meetings of the board and all committees on which he served during the
year.
The Company's operations are managed under the broad supervision and
direction of the board of directors, which has the ultimate responsibility for
the establishment and implementation of the Company's general operating
philosophy, objectives, goals and policies. Pursuant to delegated authority,
certain board functions are discharged by the standing committees of the board.
The compensation committee is responsible for the formulation and adoption of
all executive compensation, benefit and insurance programs, subject to full
board approval where legally required, and supervises the administration of all
executive compensation and benefit programs, including the establishment of
specific criteria against which all annual performance based benefits are to be
measured. The audit committee assists the board in assuring that the
accounting and reporting practices of the Company are in accordance with all
applicable requirements. The board of directors does not presently maintain a
nominating committee; stockholders who may wish to suggest individuals for
possible future consideration for board positions should direct recommendations
to the board of directors at the Company's principal offices.
Directors not employed by the Company are granted annually options to
purchase 10,000 shares of Common Stock under the Directors' Stock Option Plan
to compensate them for their services. They also receive $1,000 for each
meeting of the board they attend in person. In addition, they are reimbursed
for their expenses of attending these meetings.
EXECUTIVE OFFICER TENURE AND IDENTIFICATION
The executive officers serve at the pleasure of the board of directors and
are subject to annual appointment by the board at its first meeting following
the annual meeting of stockholders. Certain information concerning the
executive officer of the Company who is not also a member of the board of
directors is set forth below:
John P. Fitzpatrick, 53, was elected vice president of operations of the
Company in March 1995. Previously, Mr. Fitzpatrick had served as president of
Air-Cure, Inc., a subsidiary of the Company. Prior to joining the Company in
July 1993, Mr. Fitzpatrick spent seven years with Graco, Inc. including as
manager of engineered systems operations. Previously, he spent 20 years in
various sales, marketing and management positions with General Electric
Corporation.
3
<PAGE> 6
MANAGEMENT STOCKHOLDINGS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock at May 7, 1996, by (i) all
directors, (ii) the chief executive officer and other executive officers and
(iii) all directors and executive officers as a group.
<TABLE>
<CAPTION>
Name of Person or Number of Percent of
Identity of Group Shares(1) Class
----------------- ---------- ----------
<S> <C> <C>
Mark E. Johnson . . . . . . . . . . . . . . . . . . . . . 1,938,752 16.7%
Thomas N. Amonett . . . . . . . . . . . . . . . . . . . . 2,000 *
Lawrance W. McAfee . . . . . . . . . . . . . . . . . . . 149,471 1.3%
Pierre S. Melcher . . . . . . . . . . . . . . . . . . . . 2,106,554 18.3%
T. William Porter . . . . . . . . . . . . . . . . . . . . 5,000 *
James L. Rainey, Jr. . . . . . . . . . . . . . . . . . . 20,000 *
John P. Fitzpatrick . . . . . . . . . . . . . . . . . . . 37,307 *
All directors and officers as a group (7 persons)(2) . . 4,259,084 36.0%
</TABLE>
________
*Less than 1% of outstanding shares.
(1) Includes shares underlying outstanding stock options, as follows: Mr.
Amonett - 2,000; Mr. McAfee - 138,750; Mr. Porter - 5,000; Mr. Rainey -
20,000; and Mr. Fitzpatrick - 31,875.
(2) Includes all shares referred to note in (1) above.
VOTE REQUIRED FOR ELECTION
The six nominees for election as directors at the annual meeting who
receive the greatest number of votes cast for election by the holders of Common
Stock of record shall be the duly elected directors upon completion of the vote
tabulation at the annual meeting, provided a majority of the outstanding shares
as of the record date are present in person or by proxy at the meeting. Any
proxy containing an abstention from voting for any nominee will be sufficient
to represent the shares at the meeting for purposes of determining whether a
quorum is present, but will count neither as a vote for nor against any nominee
with respect to whom the holder has abstained from voting. In tabulating
votes, a record will be made of the number of shares voted for each nominee,
the number of shares with respect to which authority to vote for that nominee
has been withheld, and the number of shares held of record by broker-dealers
and present at the meeting but not voting.
PROPOSED ADDITIONAL SHARE AUTHORIZATION
At the meeting, stockholders will be asked to approve an amendment (the
"Amendment") to Article Four of the Company's Restated Certificate of
Incorporation which increases the number of authorized shares of Common Stock
of the Company to 30,000,000 shares from the 20,000,000 shares presently
authorized.
4
<PAGE> 7
As of May 7, 1996, there were 11,641,768 shares of the Company's Common
Stock issued and outstanding, and 4,926,156 shares reserved for future issuance
upon exercise or conversion of the Company's outstanding warrants and options
or under the Company's employee stock purchase plan. Thus, the Company has
3,432,076 uncommitted shares of Common Stock available for future issuance, and
the board of directors believes this to be an insufficient number of shares for
effecting possible future transactions, including, for example, stock
dividends, stock splits, financing arrangements, or acquisitions by the Company
of other businesses if favorable acquisitions were to become available. Except
with respect to the shares of Common Stock which may be issued upon the
exercise or conversion of the Company's outstanding warrants and options, the
Company has no present plans for any particular issuance of additional shares
of Common Stock.
The additional shares of Common Stock authorized by the Amendment will be
available for issuance at any time in the future without further stockholder
approval, unless such approval were required by law, as in the case of
consolidations and certain statutory mergers, or by the rules of the Nasdaq
National Market System or other exchanges on which the Common Stock were to
then be listed. In the absence of the additional authorization, significant
future issuances could not be effected without the expense and delay associated
with further action by stockholders.
Under certain circumstances, an increase in the number of authorized
shares of Common Stock can provide corporate management with a means to
discourage a change of control, such as through the issuance to stockholders of
rights to purchase additional shares of Common Stock at prices below the then
current market price. As in the case of other types of issuances, those
intended to prevent or to discourage changes of control could be accomplished
without further stockholder approval. However, the board of directors has no
present intention of using the additional shares proposed to be authorized for
such a purpose and is not aware that any takeover or similar action is
contemplated.
APPROVAL
Approval of the Amendment to the Company's Restated Certificate of
Incorporation requires the affirmative vote of the holders of a majority of the
shares of Common Stock outstanding and entitled to vote at the meeting. The
board of directors recommends a vote FOR approval of the Amendment to the
Company's Restated Certificate of Incorporation.
OTHER INFORMATION
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock at May 7, 1996, by each
stockholder who is known by the Company to own beneficially more than 5% of the
outstanding Common Stock.
<TABLE>
<CAPTION>
Name of Person
or Identity of Group Number of Shares Percent of Class
-------------------- ---------------- ----------------
<S> <C> <C>
Mark E. Johnson 1,938,752 16.7%
2828 Clinton Drive
Houston, Texas 77020
Pierre S. Melcher 2,106,554 18.3%
2828 Clinton Drive
Houston, Texas 77020
Kamlesh R. Tejwani 1,245,500(1) 10.8%
300 Park Avenue, 19th Floor
New York, New York 10022
</TABLE>
________
(1) Includes 45,000 shares of Common Stock which may be acquired upon exercise
of outstanding stock options.
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following table reflects all forms of compensation for services to the
Company for the periods indicated of each individual who was (i) the chief
executive officer at any time during the period or (ii) an executive officer at
December 31, 1995 (collectively, the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
-------------------------------------- ------------
Stock
Options
Name and Principal Position Year Salary Bonus Other (Shares)
--------------------------- ---- -------- --------- ---------- --------
<S> <C> <C> <C> <C> <C>
Mark E. Johnson . . . . . . . . . . 1995 $300,000 $150,000 - -
Chairman, president and 1994 268,622 150,000 - -
chief executive officer
Lawrance W. McAfee . . . . . . . . 1995 $141,750 $82,215 - 25,000
Executive vice president, 1994 135,000 6,250 - 15,000
chief financial officer and 1993 84,615 18,750 $29,881(1) -
secretary
Pierre S. Melcher . . . . . . . . . 1995 $150,000 $150,000 - -
Senior vice president 1994 133,583 150,000 - -
and treasurer
John P. Fitzpatrick . . . . . . . . 1995 $130,000 $75,400 - 12,500
Vice president of operations 1994 120,000 33,648 - 12,500
1993 55,000 - - 30,000
Michael P. Lawlor(2) . . . . . . . 1995 $225,000 $130,500- - 25,000
Former chairman, president 1994 225,000 - - 50,000
and chief executive officer 1993 134,616 - - -
</TABLE>
________
(1) Consists of reimbursement for relocation expenses.
(2) Mr. Lawlor ceased serving in these positions on March 1, 1996.
6
<PAGE> 9
OPTION GRANTS
The following sets forth information about stock option grants during 1995
to the Named Executives.
<TABLE>
<CAPTION>
Potential Realized
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term(1)
------------------------------------------------------------ ------------------
Percentage
of
Total
Options
Granted
to Employees
Options in Exercise Expiration
Name Granted(2) 1995 Price Date(3) 5% 10%
---- ---------- ------------ -------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Lawrance W. McAfee 25,000 12% $2.44 6/29/00 $16,836 $37,271
John P. Fitzpatrick 12,500 6% $2.44 6/29/00 $ 8,418 $18,636
Michael P. Lawlor(4) 25,000 12% $2.44 6/29/00 $16,836 $37,271
</TABLE>
________
(1) Potential values stated are the result of using the SEC method of
calculations of 5% and 10% appreciation in value from the date of grant to
the end of the option term. Such assumed rates of appreciation and
potential realizable values are not necessarily indicative of the
appreciation, if any, which may be realized in future periods.
(2) The options were granted for a term of five years, subject to earlier
termination in certain events related to termination of employment.
(3) Of the options granted, 25% become exercisable on the first anniversary
date of the grant. An additional 25% of the options become exercisable on
each successive anniversary date, with full vesting occurring on the
fourth anniversary date.
(4) Served as chairman, president and chief executive officer until March 1,
1996.
7
<PAGE> 10
OPTION EXERCISES AND YEAR-END VALUES
The following table sets forth information with respect to the unexercised
options to purchase shares of Common Stock for each of the Named Executives
held by them at December 31, 1995. None of the Named Executives exercised any
stock options during 1995.
<TABLE>
<CAPTION>
Value of
Number of Unexercised Unexercised
Options at In-the-Money
December 31, 1995 Options at
(Shares) December 31, 1995(1)
-------------------------------- -------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Lawrance W. McAfee 78,750 61,250 $ 938 $2,813
John P. Fitzpatrick 25,625 29,375 $ 781 $2,344
Michael P. Lawlor(2) 218,750 56,250 $1,563 $4,688
</TABLE>
________
(1) Represents the difference between the closing price of the Common Stock on
the American Stock Exchange on December 31, 1995 ($3.625 per share), and
any lesser exercise price.
(2) Served as chairman, president and chief executive officer until March 1,
1996.
EMPLOYMENT AGREEMENTS
Mr. Johnson is employed under an agreement entered into effective December
1995 providing for a two year term, which is automatically extended for
additional one year periods unless either party gives the other six months
notice prior to the end of any term then in effect. Pursuant to the agreement,
Mr. Johnson receives an annual salary of $300,000 per year and is entitled to
receive an annual bonus in an amount up to 50% of the annual salary pursuant to
mutually agreed upon incentive plans. The agreement also provides that the
employee will not compete with the business of the Company for a period of two
years after termination of the Agreement.
Mr. McAfee is employed under an agreement entered into effective March
1996 with the Company which is for a three year term and for which an
additional one year term is added to the term of the agreement upon the
expiration of each one year period, unless either party gives prior notice that
such one year additional term will not apply. Pursuant to the agreement, Mr.
McAfee receives a base annual salary of $200,000 and for 1996, he is entitled
to a bonus of not less than $50,000. Additionally, the agreement provides for
a stock option grant of 100,000 shares of Common Stock, 25,000 shares of which
are immediately vested and the remaining 75,000 shares vest as to 33% thereof
on March 1 of each year beginning in 1997. Mr. McAfee's agreement also
contains a provision pursuant to which if he is terminated subsequent to a
change of control in the Company or Mr. McAfee elects to terminate his
employment within one year after such change of control, he is entitled to
payment of two times his base compensation. The agreement also provides that
the employee will not compete with the business of the Company for a period of
two years after termination of the Agreement.
Mr. Melcher is employed under an agreement entered into in December 1995
providing for a two year term, which is automatically extended for additional
one year periods unless either party gives the other six months notice prior to
the end of any term then in effect. Pursuant to the agreement, Mr. Melcher
receives an annual salary of $150,000 per year and is entitled to receive an
annual bonus in an amount up to 50% of the annual salary pursuant to mutually
agreed upon incentive plans. The agreement also provides that the employee
will not compete with the business of the Company for a period of two years
after termination of the Agreement.
8
<PAGE> 11
Mr. Fitzpatrick is employed under an agreement entered into in March 1995
providing for a three year term. Pursuant to the agreement, Mr. Fitzpatrick
receives an annual salary of $130,000 per year and is entitled to receive an
annual bonus in an amount based on any incentive plans adopted by the Company.
The agreement also provides that the employee will not compete with the
business of the Company for a period of four years from the date of the
Agreement or one year following the termination of Agreement, whichever is
longer.
Mr. Lawlor, who ceased serving as a director and officer of the Company on
March 1, 1996, is party to an employment agreement with the Company which
expires in December 1997. Pursuant to this agreement, Mr. Lawlor will receive
a salary of $240,000 and participate in certain Company benefit plans. The
agreement also provides that upon a change of control, in the event the
employee provides certain required notices to the Company, the Company is
obligated to pay to the employee an amount equal to three times his base
compensation (as defined in the agreement). The agreement also provides that
the employee will not compete with the Company for a period of two years after
termination of the Agreement.
BOARD REPORT ON EXECUTIVE COMPENSATION
The Board of Directors has furnished the following report on executive
compensation for 1995:
The Company seeks to relate a significant portion of the potential total
executive compensation to the Company's financial performance. In general,
executive financial rewards may be segregated into the following components:
base compensation, bonus, and stock - based benefits.
Base compensation for senior executive officers is intended to afford a
reasonable degree of financial security and flexibility to those individuals
who are regarded by the board as acceptably discharging the levels and types of
responsibility implicit in the various executive positions. The board also
takes into consideration industry and non- industry compensation levels for
professional peer groups. Based on these factors, Mr. Lawlor received based
compensation of $225,000 during 1995.
Annual bonuses for senior executives were determined pursuant to a bonus
plan which reflected bonuses based on the Company achieving certain levels of
earnings per share. In setting the earnings per share targets and potential
bonuses payable, the board considered the total compensation payable or
potentially payable to the chief executive officer and the other Named
Executives. Although development of any business involves factors other than
profitability, the emphasis of the board was to encourage management to improve
the Company's profitability. As such, bonuses were based entirely upon the
objective criteria of the Company achieving certain earnings per share. On
this basis, Mr. Lawlor received a bonus of $130,500 related to 1995 earnings.
The board of directors is of the view that properly designed and
administered stock-based incentives for senior executives closely align the
executives' economic interests with those of stockholders and provide a direct
continuing focus upon the goal of constantly striving to increase long-term
stockholder value. For the last two years, the Company has sought to encourage
such value building for stockholders through the annual award of nonqualified
stock options to senior executives. During 1995, Mr. Lawlor was granted an
option to purchase 25,000 shares of the Company's common stock.
The foregoing report is given by the entire incumbent board of directors
since two members of the compensation committee of the board during 1995 are no
longer directors of the Company.
Mark E. Johnson
Thomas N. Amonett
Lawrance W. McAfee
Pierre S. Melcher
T. William Porter
James L. Rainey
9
<PAGE> 12
PERFORMANCE GRAPH
The following graph shows the cumulative total stockholder return on the
Company's Common Stock (trading symbol "ATSS") since December 14, 1990 as
compared to the returns of all companies whose equity securities are traded on
the American Stock Exchange and Nasdaq (the "Broad Markets") and a peer group
(the "Peer Group") selected by the Company. This Peer Group includes Air &
Water Technologies Corporation, Environmental Elements Corporation, Midwesco
Filter Resources, Inc. and BHA Associates. The graph assumes $100 was invested
on December 14, 1990 in the Company's Common Stock, the Broad Markets and the
Peer Group and assumes reinvestment of dividends.
[GRAPH]
<TABLE>
<CAPTION>
12-14-90 03-28-91 03-31-92 03-31-93 12-31-93 12-31-94 12-31-95
<S> <C> <C> <C> <C> <C> <C> <C>
NASDAQ 100 129.83 162.52 185.77 209.1 202.42 283.2
ATSS 100 118.15 178.57 86.87 94.11 45.85 69.98
COMPARABLES 100 117.66 114.8 85.45 76.14 52.15 52.75
AMEX 100 116.58 128.21 137.43 154.86 140.75 177.93
</TABLE>
AUDITORS
Arthur Andersen L.L.P., a certified public accounting firm, has served as
the independent auditor of the Company since 1994. While management
anticipates that this relationship will continue to be maintained during 1996
and subsequent years, no formal action is proposed to be taken at the annual
meeting with respect to the continued employment of Arthur Andersen L.L.P.
inasmuch as no such action is legally required. Representatives of Arthur
Andersen L.L.P. plan to attend the annual meeting and will be available to
answer appropriate questions. Its representatives also will have an
opportunity to make a statement at the meeting if they so desire, although it
is not expected that any statement will be made.
10
<PAGE> 13
The audit committee of the board of directors assists the board in
assuring that the accounting and reporting practices of the Company are in
accordance will all applicable requirements. The committee reviews with the
auditors the scope of the proposed audit work and meets with the auditors to
discuss matters pertaining to the audit and any other matter which the
committee or the auditors may wish to discuss.
LIMITATION ON INCORPORATION BY REFERENCE
Notwithstanding any reference in prior or future filings of the Company
with the Securities and Exchange Commission which purport to incorporate this
proxy statement by reference into another filing, such incorporation shall not
include any material included herein under the captions "Other Information -
Board Report on Executive Compensation" or "Other Information - Performance
Graph."
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's executive
officers, directors and persons who own more than 10% of a registered class of
the Company's equity securities, to file reports of ownership and changes of
ownership with the Commission. Executive officers, directors and greater than
10% shareholders are required to furnish the Company with copies of all Section
16(a) reports they file. Based solely on its review of the forms received by
it, the Company believes that during the year ended December 31, 1995, all
filing requirements applicable to the Company's executive officers, directors
and 10% shareholders were met.
OTHER MATTERS
Any stockholder who wishes to submit a proposal for action to be included
in the proxy statement and form of proxy relating to the Company's 1997 annual
meeting of stockholders is required to submit such proposals to the Company on
or before December 31, 1996.
The cost of soliciting proxies in the accompanying form will be borne by
the Company. In addition to solicitations by mail, regular employees of the
Company may, if necessary to assure the presence of a quorum, solicit proxies
in person or by telephone.
The persons designated to vote shares covered by board of directors'
proxies intend to exercise their judgment in voting such shares on other
matters that may properly come before the meeting. Management does not expect
that any matters other than those referred to in this proxy statement will be
presented for action at the meeting.
The persons designated as proxies to vote shares at the meeting intend to
exercise their judgment in voting such shares on other matters that may
properly come before the meeting. Management does not expect that any matters
other than those referred to in this proxy statement will be presented for
action at the meeting.
By Order of the Board of Directors
Lawrance W. McAfee,
Executive Vice President, Chief Financial
Officer and Secretary
May 17, 1996
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PROXY AIR-CURE TECHNOLOGIES, INC.
2828 CLINTON DRIVE
HOUSTON, TEXAS 77020
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON JUNE 27, 1996
The undersigned stockholder of Air-Cure Technologies, Inc. (the
"Company") hereby appoints each of Mark E. Johnson and Lawrance W. McAfee
attorneys and proxies of the undersigned, with full power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Stockholders of the
Company to be held at the offices of the Company, 2828 Clinton Drive, Houston,
Texas 77020, on June 27, 1996, at 11:00 a.m., central time, and at any
adjournments of said meeting, all of the shares of Common Stock which the
undersigned may be entitled to vote.
1. ELECTION OF DIRECTORS: [ ] FOR the election of Mark E. Johnson, Thomas
N. Amonett, Lawrance W. McAfee, Pierre S.
Melcher, T. William Porter, and James L.
Rainey, Jr. as directors.
[ ] WITHHOLD AUTHORITY to vote for ALL directors
listed above.
[ ] WITHHOLD AUTHORITY to vote ONLY for the
directors written on the line below:
----------------------------------------------
2. APPROVAL OF THE ADDITIONAL SHARE AUTHORIZATION:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
CONTINUED ON OTHER SIDE
<PAGE> 15
CONTINUED FROM OTHER SIDE
3. In their discretion, upon such other matters as may properly come before the
meeting; hereby revoking any proxy or proxies regarding such matters
heretofore given by the undersigned.
The board of directors recommends a vote FOR the nominees and each other
proposal above and if no specification is made, the shares will be voted FOR
election of the nominees named herein, and FOR approval of the additional share
authorization. The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Stockholders and the Proxy Statement furnished herewith.
Dated ..........................1996
....................................
Stockholder's Signature
....................................
Stockholder's Signature
Signature should agree with name printed hereon. If Stock is held in the name
of more than one person, EACH joint owner should sign. Executors,
administrators, trustees, guardians, and attorneys should indicate the capacity
in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN AND RETURN IN THE ENVELOPE ENCLOSED
