<PAGE> 1
SCHEDULE 14A INFORMATION
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
[ ] 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 ss.240.14a-11(c) or ss.240.14a-12
SYNAGRO TECHNOLOGIES, 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 0-11.
1) Title of each class of securities to which transaction applies:
-----------------
2) Aggregate number of securities to which transaction applies:
-----------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-----------------
4) Proposed maximum aggregate value of transaction: $
-----------------
5) Total fee paid: $
------------------
[ ] 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:
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<PAGE> 2
SYNAGRO TECHNOLOGIES, INC.
16000 STUEBNER AIRLINE
SUITE 420
SPRING, TEXAS 77379
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 16, 1997
Notice is hereby given that the annual meeting of the stockholders of
Synagro Technologies, Inc.(the "Company") will be held at the Company's offices
at 16000 Stuebner Airline, Suite 420, Spring, Texas 77379 on Monday, June 16,
1997, at 2:00 p.m., Houston time, for the following purposes:
1. To elect a board of four directors to serve until the next
annual meeting of stockholders or until their successors are elected and
qualify; and
2. 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
April 28, 1997, and only those stockholders of record on that date will be
entitled to notice of and to vote at the meeting. A list of stockholders will
be available at the offices of the Company commencing June 6, 1997, 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
DANIEL L. SHOOK
Secretary
May 14, 1997
2
<PAGE> 3
SYNAGRO TECHNOLOGIES, INC.
16000 STUEBNER AIRLINE
SUITE 420
SPRING, TEXAS 77379
PROXY STATEMENT
This Proxy Statement is being mailed to stockholders commencing on or
about May 14, 1997, in connection with the solicitation by the board of
directors of Synagro Technologies, Inc. (the "Company") of proxies to be voted
at the annual meeting of stockholders to be held in Spring, Texas on June 16,
1997, and 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 for the election of each of the directors nominated by the Company
named herein, or otherwise in accordance with the judgment of the person
specified thereon. 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 April 28, 1997, the record date for the determination of
stockholders entitled to vote at the annual meeting, there were 7,673,505
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, four nominees are to be elected, each director to hold
office until the next annual meeting of stockholders or until his successor is
elected and qualified. 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. Each of the nominees, except J. Mark Myers, has previously been
elected by the stockholders. In April 1997, Dr. Myers was elected as a director
of the Company by the remaining directors following the resignation of Tony D.
Childers as a director of the Company in February 1997. 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>
COMMON STOCK
BENEFICIALLY OWNED
APRIL 23, 1997(1)
------------------
DIRECTOR PERCENT
NAME POSITION AGE SINCE SHARES(2) OF CLASS
- ---- -------- --- ----- --------- --------
<S> <C> <C> <C> <C> <C>
Donald L. Thone Director, chairman of the board, president 49 1993 563,296 7.1%
and chief executive officer
Daniel L. Shook Director, vice president-finance, chief 43 1996 92,333 1.2%
financial officer, secretary and treasurer
Irwin I. Gelbart Director 59 1991 16,667 *
J. Mark Myers Director 48 1996 4,643 *
</TABLE>
- ---------------
* Less than 1% of outstanding shares.
(1) Each person has sole voting and investment power with respect to
the shares listed, except as otherwise specified.
(2) Includes shares underlying outstanding stock options, as follows: Mr.
Thone -246,296; Mr. Shook -83,333; and Mr. Gelbart - 16,667.
3
<PAGE> 4
Donald L. Thone has been president and chief executive officer of the
Company since January, 1994. He was president of Organi-Gro, Inc., a subsidiary
of the Company ("Organi-Gro"), from July, 1993 through November, 1994. Mr.
Thone was a co-owner of Organi-Gro since its inception in 1990 until its
acquisition by the Company in July 1993 as well as co-owner and president of
Thone Brothers Trucking Inc., a transporter of biosolids and poultry waste
primarily in the State of Arkansas, from 1984 until its acquisition by the
Company and merger into CDR Environmental, Inc. ("CDR") in 1993. In addition,
from 1983 to 1986 he was the owner and manager of River Valley Propane, Inc.
Daniel L. Shook has been chief financial officer, treasurer and vice
president-finance of the Company since January, 1996 and secretary since
October, 1996. Mr. Shook was vice president-finance and chief financial officer
of U.S. Zinc Corp., a multi-state manufacturer, from December, 1994 until
January, 1996, and vice president-finance, chief financial officer and
treasurer of Gundle Environmental Systems, Inc., a public company that
manufacturers and installs liners at sanitary and hazardous landfills, from
September, 1986 to December, 1994.
Irwin I. Gelbart has been vice president of Fed Met Stainless & Alloys
Corporation, a distributor of flat rolled stainless steel products and a
subsidiary of Federal Industries, a publicly traded company based in
Mississauga, Canada, since November, 1994. From April, 1991 to November,
1994, Mr. Gelbart was vice president and general manager of the Samuel
Stainless Rolled Products Division of Samuel Whittar, Inc., a distributor and
service center for flat rolled steel products. From 1987 to 1991, he served as
general manager of ELG Haniel Trading Corporation, a distributer of flat rolled
steel products in Inwood, New York. Mr. Gelbart founded and was president of
GSI Trading Corporation (New York) and Stainless International, Inc.
(Pennsylvania) from 1966 to 1987. He also founded, and is presently a director
of, Dai Ichi Metal Co., Ltd., Hong King, which distributes flat rolled steel
products to the People's Republic of China.
J. Mark Myers, M.D., F.A.C.S., has been associated with Millard-Henry
Clinic, P.A. in Russellville, Arkansas in the private practice of general
surgery since 1981 and has been president of that clinic since 1995. From 1978
to 1981, Dr. Myers was associated with McPheeter's Clinic in Poplar Bluff,
Missouri in the private practice of general surgery. Dr. Myers was chief of
staff of St. Mary's Hospital in Russellville, Arkansas, from 1990 to 1992.
BOARD ACTIVITY, STRUCTURE AND COMPENSATION
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. During 1996, the board of directors
convened on seven scheduled occasions. The board does not have standing audit,
nomination or compensation committees or other committees performing similar
functions. 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. Each director attended at least
75% of all meetings of the board during the year.
Previously, the Company granted each director options to purchase up to
133 shares of common stock of the Company for each board meeting attended by
such director. In 1996, however, the Company canceled all options granted to
directors for attending meetings and the Company does not plan to grant any
options to directors in the future for attendance at board meetings. No other
compensation has been paid to directors for attendance at board meetings except
that Mr. Gelbart was granted 50,000 options in August 1996 for his past
services as a director of the Company.
EXECUTIVE OFFICER TENURE
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.
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<PAGE> 5
MANAGEMENT STOCKHOLDINGS
The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock at April 23, 1997, 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 NUMBER OF PERCENT
OR IDENTITY OF GROUP SHARES(1) OF CLASS
- -------------------- --------- --------
<S> <C> <C>
Donald L. Thone 563,296 7.1%
Daniel L. Shook 92,333 1.2%
Irwin I. Gelbart 16,667 *
J. Mark Myers 4,643 *
All directors and executive officers 676,939(2) 8.4%
as a group (4 persons)
</TABLE>
*Less than 1% of outstanding shares.
(1) Includes shares underlying outstanding stock options, as follows: Mr.
Thone -246,296; Mr. Shook -83,333; and Mr. Gelbart- 16,667.
(2) Includes (without duplication) all shares referred to above.
EMPLOYMENT AGREEMENTS
Mr. Thone is employed by the Company under an agreement that provides for
(i) annual base salary of $150,000, with such upward adjustments as may be
approved by the board of directors from time to time, and (ii) such bonus as
may be approved by the board of directors and which, at Mr. Thone's election,
may be paid in cash or shares of the Company's common stock to a Deferred
Compensation Trust, or a combination thereof. The employment agreement expires
in 2000 and is cancelable by the Company without further compensation before
expiration of the primary term only for cause. Pursuant to the agreement, Mr.
Thone received a ten year, nonqualified stock option to purchase up to 246,296
shares of the Company's common stock at an exercise price of $2.00 per share.
The option has vested with respect to 179,629 shares, and the remaining 66,667
shares will vest on May 26, 1997.
Mr. Shook is employed by the Company under an agreement that provides for
(i) annual base salary of $125,000, with such upward adjustments as may be
approved by the board of directors from time to time, and (ii) such bonus as
may be approved by the board of directors and which, at Mr. Shook's election,
may be paid in cash or shares of the Company's common stock to a Deferred
Compensation Trust, or a combination thereof. The employment agreement expires
in 2001 and is cancelable by the Company without further compensation before
the expiration of the primary term only for cause. Pursuant to the agreement,
Mr. Shook has received a ten year, nonqualified option to purchase up to
125,000 shares of the Company's common stock at an exercise of $2.00 per share.
The option has vested with respect to 83,333 shares, and the remaining 41,667
shares will vest on January 29, 1998.
VOTE REQUIRED FOR ELECTION
The four 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. Votes
will be tabulated by Georgeson & Company, and the results will be certified by
election inspectors who are required to resolve impartially any interpretive
questions as to the conduct of the vote. Under applicable provisions of the
Company's bylaws, 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.
5
<PAGE> 6
OTHER INFORMATION
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock at April 23, 1997, 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 NUMBER OF PERCENT
OR IDENTITY OF GROUP SHARES SHARES OF CLASS
<S> <C> <C>
Kennedy Capital Management, Inc. 1,097,200 14.3%
425 North New Ballas Road
Suite 181
St. Louis, Missouri 63141
Donald L. Thone 563,296(1) 7.3%
3811 South Arkansas Avenue
Russellville, Arkansas 72801
</TABLE>
(1) Includes currently exercisable options.
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, 1996 (collectively, the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
STOCK ALL OTHER
ANNUAL COMPENSATION RESTRICTED OPTION AWARDS COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER STOCK (SHARES) SATION
- --------------------------- ---- ------ ----- ----- ----- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Donald L. Thone 1996 $150,000 $55,500 -- -- 246,296(1) --
President and chief 1995 $128,846 -- -- -- -- --
executive officer 1994 $ 99,692 -- -- -- -- --
Daniel L. Shook (2) 1996 $115,974 $45,500 -- -- 125,000 --
Vice president-finance,
chief financial officer,
secretary and treasurer
</TABLE>
(1) On May 19, 1995, 246,296 options were granted to Mr. Thone. On August 19,
1996, all of those options were canceled and 246,296 options were reissued
to Mr. Throne.
(2) Commenced employment in January, 1996.
6
<PAGE> 7
OPTION GRANTS
The following table sets forth certain information with respect to stock
options granted to the Named Executives during 1996 under the Company's Amended
and Restated 1993 Stock Option Plan.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE
INDIVIDUAL GRANTS APPRECIATION FOR OPTION TERM(1)
PERCENT OF TOTAL -------------------------------
OPTIONS GRANTED
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION
NAME GRANTED IN YEAR PRICE DATE 5% 10%
---- ------- ------- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Donald L. Thone(2)(3) 246,296 41.6% 2.00 8/19/06 $0 $226,090
Daniel L. Shook(3) 125,000 21.1% 2.00 8/19/06 $0 $114,745
</TABLE>
(1) Potential values stated are the result of using the Securities and
Exchange Commission (the "Commission") 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) On May 19, 1995, 246,296 options were granted to Mr. Thone. On August 19,
1996, all of those options were canceled and 246,296 options were reissued
to Mr. Thone.
(3) Unvested options will immediately vest upon a change of control of the
Company, including acquisition by any person or group of persons of at
least 25% of the common stock of the Company, a merger resulting in the
existing stockholders of the Company owning less than 50% of the
outstanding stock of the Company following the merger, termination of
employment without cause and election by the stockholders of a director
not nominated by a majority of the board.
OPTION REPRICINGS
The following table sets forth certain information with respect to the
cancellation during 1996 of stock options previously granted to the Named
Executives.
<TABLE>
<CAPTION>
LENGTH OF
ORIGINAL
OPTION
NUMBER OF WEIGHTED TERM
OPTIONS MARKET PRICE AVERAGE REMAINING
CANCELLED OF STOCK AT EXERCISE PRICE ON
AND TIME OF AT TIME OF NEW EXERCISE DATE OF
NAME DATE REISSUED CANCELLATION CANCELLATION PRICE CANCELLATION
---- ---- --------- ------------ ------------ ----- ------------
<S> <C> <C> <C> <C> <C> <C>
Donald L. Thone(1) 8/19/96 246,296 $1.125 $2.01 $2.00 9 years
</TABLE>
(1) On May 19, 1995, 246,296 options were granted to Mr. Thone. On August 19,
1996, all of those options were canceled and 246,296 options were reissued
to Mr. Thone.
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<PAGE> 8
OPTION EXERCISES AND YEAR-END VALUES
The following table sets forth information with respect to the
exercised and unexercised options to purchase shares of common stock for each
of the Named Executives held by them at December 31, 1996. Of the Named
Executives, none exercised stock options during 1996.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY
ACQUIRED VALUE OPTIONS AT OPTIONS AT
ON EXERCISE REALIZED DECEMBER 31, 1996 DECEMBER 31, 1996(1)
----------- -------- ----------------- --------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald L. Thone - - 164,197 82,099 $82,098 $41,049
Daniel L. Shook - - 41,667 83,333 $20,833 $41,666
</TABLE>
(1) Represents the difference between the closing price for the common stock
on the NASDAQ National Market on December 31, 1996 ($2.50 per share) and
any lesser exercise price.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The board of directors does not have a standing compensation committee or
other board committee performing similar functions. Mr. Gelbart, who is a
director of the Company, and Mr. Tony D. Childers who was a director of the
Company prior to his resignation in February 1997, and who was the President of
Organi-Gro, Inc. ("Organi-Grow"), a subsidiary of the Company the assets of
which were sold April 1, 1997, participated in deliberations of the board of
directors concerning executive compensation.
CERTAIN TRANSACTIONS
In March, 1996, the Company completed payment on the obligation to Mr.
Thone on the $1,050,000 promissory note issued in connection with the July,
1993 acquisition of Organi-Gro.
In October, 1996, the Company completed payment on the obligation to
Childers Trucking, Inc., an affiliate of Mr. Childers, on the promissory note
issued by the Company in connection with the acquisition of Childers Brothers
Trucking, Inc.
As of April, 1997, the Company had an aggregate of $1,330,000 of long term
debt that is personally guaranteed by Mr. Thone, who is five percent or greater
stockholder of the Company. The Company has agreed to use its best efforts to
obtain the release of this personal guarantee.
In December 1996, the Company determined to sell substantially all of the
assets of Organi-Gro. Mr. Childers, the president of Organi-Gro and a director
of the Company until his resignation in February 1997, purchased the assets of
Organi-Gro on April 1, 1997 for consideration that included subordinated notes
with a face value of approximately $1.5 million and the assumption of
approximately $1,035,000 of debt together with other liabilities. The notes
bear interest at 6% per annum and are payable in monthly installments totaling
approximately $15,000. The balance of the notes is due in March, 2002.
Notwithstanding any apparent (or actual) conflict of interest that may
have existed with respect to any of the above financial arrangements, the board
of directors is of the opinion that these arrangements are as favorable to the
Company as any that could have been negotiated at arm's length with similar
situated third parties under the same circumstances.
COMMON STOCK PERFORMANCE GRAPH
The following graph illustrates the yearly percentage change in the
cumulative total shareholder return on the Company's common stock, compared with
the cumulative total return on (i) the Nasdaq (U.S. Companies) Stock Index (the
"Nasdaq U.S. Index") and (ii) the Nasdaq (U.S. Sanitary Services Companies)
Stock Index (the "Nasdaq U.S. Index"), for the five years ended December 31,
1996:
<TABLE>
<CAPTION>
Year Ended December 31,
- -----------------------------------------------------------------------------------------
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Synagro Technologies, Inc. 100 187 587 150 89 111
Nasdaq (U.S. Companies) 100 116 134 131 185 227
Nasdaq (U.S. Sanitary Services Companies) 100 64 54 44 85 134
</TABLE>
In all cases, the cumulative total return assumes, as contemplated by
Commission rules, that any cash dividends on the common stock of each entity
included in the data presented above were reinvested in that security.
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<PAGE> 9
AUDITORS
Arthur Andersen LLP (the "Auditor") is the independent auditor of the
Company. While management anticipates that this relationship will continue to
be maintained during 1997, no formal action is proposed to be taken at the
annual meeting with respect to the continued employment of the Auditor inasmuch
as no such action is legally required. Representatives of the Auditor 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.
Singer, Lewak, Greenbaum & Goldstein ("Singer Lewak") was the independent
auditor of the Company for the fiscal year ended December 31, 1995. In 1996,
the board of directors reviewed this relationship and decided not to reappoint
Singer Lewak as its independent auditor. Following a subsequent solicitation of
proposals from, and interviews with, several prospective auditing firms, the
board of directors approved the appointment of Arthur Andersen LLP as the
Company's independent auditor. Management has not advised Singer Lewak of any
disagreements with that firm as to any material matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure.
Singer Lewak's report on the financial statements for 1994 and 1995 did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
LIMITATION ON INCORPORATION BY REFERENCE
Notwithstanding any reference in prior or future filings of the Company
with the Commission which purports to incorporate this proxy statement by
reference into another filing, such incorporation does not include any material
included herein under the captions"Other Information--Common Stock Performance
Graph."
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, 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. With respect to the
year ended December 31, 1996, the Company believes that all filing requirements
applicable to the Company's executive officers, directors and 10% shareholders
have been met.
OTHER MATTERS
The annual report to stockholders covering the year ended December 31,
1996 either has been mailed to each stockholder entitled to vote at the annual
meeting or accompanies this proxy statement.
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 1998 annual
meeting of stockholders is required to submit such proposal to the Company on
or before January 7, 1998.
The cost of soliciting proxies in the accompanying form will be borne by
the Company. In addition to solicitations by mail, several 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 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
DANIEL L. SHOOK,
Secretary
May 14, 1997
9
<PAGE> 10
SYNAGRO TECHNOLOGIES,, INC.
THE BOARD OF DIRECTORS SOLICITS THIS PROXY FOR THE
ANNUAL MEETING OF JUNE 16, 1997
The undersigned stockholder of Synagro Technologies, Inc.(the "Company")
hereby appoints Donald L. Thone and Daniel L. Shook, or either of them,
attorneys and proxies of the undersigned, each 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 Company's offices at 16000 Stuebner Airline,
Suite 420, Spring, Texas 77379 on Monday, June 16, 1997, at 2:00 p.m., Houston
time, and at any adjournment of said meeting, all of the shares of common stock
in the name of the undersigned or which the undersigned may be entitled to
vote.
The board of directors recommends a vote FOR the nominees and if no
specification is made, the shares will be voted for such nominees.
(PLEASE SIGN ON REVERSE SIDE)
O FOLD AND DETACH HERE O
10
<PAGE> 11
(CONTINUED FROM OTHER SIDE)
1. [ ] For
FOR the election (except as indicated below) as directors of Donald L.
Thone, Daniel L. Shook, Irwin I. Gelbart and J. Mark Myers
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW:
-------------------------------------------------------------
[ ] Withhold
To withhold authority to vote on all nominees for directors listed.
2. [ ] For [ ] Against [ ] Abstain
In their discretion, upon such other matters as may properly come before
the meeting; hereby revoking any proxy or proxies heretofore given by the
undersigned.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement furnished herewith.
Dated , 1997
---------------------------
----------------------------------------
Stockholders Signature
----------------------------------------
Stockholders 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 ENCLOSED ENVELOPE
o FOLD AND DETACH HERE o
11
