<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
ENVIROQ
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 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:
<PAGE> 2
ENVIROQ CORPORATION
100 UNION HILL DRIVE, SUITE 100
BIRMINGHAM, ALABAMA 35202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 12, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders of
Enviroq Corporation, a Delaware corporation (the "Company"), will be held on
Thursday, September 12, 1996, at 9:00 a.m, local time, at the Mountain Brook
Inn, 2800 Highway 280, Birmingham, Alabama 35223, for the following purposes:
1. To elect seven (7) directors to serve for the ensuing year;
2. To consider and act upon management's proposal that shareholders
ratify the appointment of Deloitte & Touche LLP as the Company's
independent public accountants; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Your attention is directed to the accompanying Proxy Statement for a
description of matters to be considered at the meeting.
Shareholders of record as of the close of business on August 1, 1996 are
entitled to vote at the meeting. Whether or not you plan to attend the meeting,
please complete, date, and sign the enclosed proxy and return it promptly in the
envelope provided, which requires no United States postage. Your compliance with
this request is appreciated and will assist in obtaining a quorum.
By Order of the Board of Directors
/s/ WILLIAM J. LONG
William J. Long
President and Chief Executive Officer
August 9, 1996
<PAGE> 3
ENVIROQ CORPORATION
100 UNION HILL DRIVE, SUITE 100
BIRMINGHAM, ALABAMA 35202
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 12, 1996
GENERAL INFORMATION
This Proxy Statement and the enclosed proxy are furnished in connection
with the solicitation by and on behalf of the Board of Directors of Enviroq
Corporation, a Delaware corporation (the "Company"), of proxies to be voted at
the Annual Meeting of Shareholders to be held at the Mountain Brook Inn, 2800
Highway 280, Birmingham, Alabama 35223, at 9:00 a.m. local time, on Thursday,
September 12, 1996 (the "Annual Meeting"). The approximate date on which this
Proxy Statement and the proxy are to be first mailed to shareholders is August
9, 1996.
The proxy may be revoked at any time before its exercise by giving written
notice of revocation to the Secretary of the Company. The shares represented by
proxies in the form solicited by the Board of Directors will be voted at the
Annual Meeting. Where a choice is specified with respect to a matter to be voted
upon, the shares represented by the proxy will be voted in accordance with such
specification. If no choice is specified, such shares will be voted as described
in this Proxy Statement.
No officer, director, or director nominee of the Company, nor any person
who has been an officer, director, or director nominee of the Company at any
time since the beginning of its last fiscal year, nor any associate or any such
officer, director, or director nominee, has any substantial interest in the
matters to be acted upon at the Annual Meeting.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed the close of business on August 1, 1996,
as the record date for determination of shareholders entitled to vote at the
Annual Meeting. Holders of the Company's Common Stock, par value $0.01 per
share, as of the close of business on such date, will be entitled to one vote
for each share held. As of the record date, the Company had outstanding
1,009,377 shares of Common Stock.
VOTE REQUIRED
The affirmative vote of the holders of a plurality of the outstanding
shares represented, in person or by proxy, at the Annual Meeting is necessary
for the election of each nominee for director named in the Proxy Statement.
Accordingly, abstentions and broker non-votes with respect to the election of
directors will have no effect upon the election of directors at the Annual
Meeting. The affirmative vote of the holders of a majority of the outstanding
shares represented, in person or by proxy, at the Annual Meeting is necessary to
ratify the Board of Directors appointment of Deloitte & Touche LLP as the
Company's independent auditor for the fiscal year ending March 29, 1997.
Abstentions, broker non-votes and votes that are withheld with respect to the
proposed ratification of the Company's independent auditors will, therefore,
have the same effect as negative votes. No shares have cumulative voting rights.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND OF MANAGEMENT
The table set forth below presents certain information regarding the
beneficial ownership as of June 20, 1996 by (i) each shareholder known to the
Company to own more than five percent of any class of the Company's outstanding
securities entitled to vote; (ii) directors of the Company; and (iii) all
executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND CLASS PERCENT OF CLASS
NAME AND ADDRESS OF OF SECURITIES (EXCLUDING
BENEFICIAL OWNER BENEFICIALLY OWNED(1) TREASURY SHARES)(2)
- ------------------------------------------------------- --------------------- -------------------
<S> <C> <C>
Insituform Technologies, Inc. 73,800 shares
3315 Democrat Road of common stock
Memphis, Tennessee 38118 7.3%
Marinelli Securities Associates(3) 294,900 shares
2100 North Dixie Highway of common stock
Fort Lauderdale, Florida 33305 29.2%
SCE, Incorporated(4) 294,900 shares
801 Fifth Avenue North of common stock
Birmingham, Alabama 35023 29.2%
Charles A. Long, Jr.(4)(5) 309,904 shares 30.7%
of common stock
William J. Long(4)(6) 309,874 shares 30.7%
of common stock
Antonio M. Marinelli(3)(7) 299,559 shares 29.7%
of common stock
Michael X. Marinelli(3)(8) 295,420 shares 29.3%
of common stock
Orlando M. Marinelli(3) 294,900 shares 29.2%
of common stock
W.T. Goodloe Rutland 14,061 shares 1.4%
of common stock
Alexander P. Zechella 4,221 shares 0.4%
of common stock
All executive officers and directors as a group (8 641,059 shares
persons) of common stock 63.5%
</TABLE>
- ---------------
(1) Included in such beneficial ownership are shares of common stock issuable
upon the exercise of certain options exercisable immediately or within 60
days of June 20, 1996, as follows: None.
(2) The percentages represent the total of the shares listed in the adjacent
column divided by the issued and outstanding shares of common stock as of
June 20, 1996, plus any options exercisable immediately or within 60 days.
(3) Marinelli Securities Associates ("MSA") is the record holder of 294,900
shares. The partners of MSA are Micam Industries, Inc. (41.16%), Orlando M.
Marinelli (7.65%), Marion Marinelli (7.65%), Antonio M. Marinelli (7.65%),
Phyllis Marinelli (7.65%), Michelle Marinelli (7.06%), Kim Vreeland
(7.06%), Michael X. Marinelli (7.06%), and Michael J. Marinelli (7.06%).
Both Antonio M. Marinelli and Orlando M. Marinelli are directors and
officers of the Company, are partners in Micam, and are directors and
executive officers of Micam. Michael X. Marinelli, a director of the
Company, is a partner in MSA. Accordingly, the shares owned by MSA may be
deemed to be beneficially owned by each of them. The address of each of the
above-named partners is the same as the address of MSA.
(4) SCE, Incorporated is the record owner of 294,900 shares. Charles A. Long,
Jr., and William J. Long (the "SCE Group"), are directors of SCE. Sullivan,
Long & Hagerty is the record owner of 9,318 shares. Both Charles A. Long,
Jr. and William J. Long own stock of SLH, the sole stockholder of SCE.
Accordingly,
2
<PAGE> 5
the shares owned of record by SCE may be deemed to be beneficially owned by
each member of the SCE Group. Also includes 2,347 shares owned of record by
Long Enterprises, Inc. Both Charles A. Long, Jr., and William J. Long are
directors, executive officers, and controlling shareholders of SLH and Long
Enterprises. On March 12, 1996, SCE, SLH, Charles A. Long, Jr. and William
J. Long filed Amendment No. 1 to the Schedule 13D of such corporations and
persons (the "Amended 13D"). The Amended 13D indicates that, pursuant to a
Financial Assistance Agreement dated December 22, 1995 between Fidelity and
Deposit Company of Maryland ("Fidelity"), SCE and SLH (the "Assistance
Agreement"), each of SLH and SCE granted a security interest in all of the
shares of the common stock of the Company owned by them to secure the
obligations of SLH and SCE to Fidelity. The Assistance Agreement provided
that "absent disposition, sale or liquidation of assets by prior means
acceptable to Fidelity, any and all assets of [SCE] and [SLH] shall be sold
and liquidated as soon as possible following achievement of the completion
goals established [and set forth in the Assistance Agreement.]" The common
stock of the Company owned by SCE and SLH was not listed as an exempt asset
in the Assistance Agreement. The Assistance Agreement was filed as an
exhibit to the Amended 13D.
(5) Charles A. Long, Jr. is the record owner of 3,312 shares.
(6) William J. Long is the record owner of 269 shares. Also, includes an
aggregate of 3,040 shares owned of record by William J. Long's wife and
children.
(7) Antonio M. Marinelli is the record owner of 4,659 shares.
(8) Michael X. Marinelli is the record owner of 120 shares. Also, includes 400
shares owned of record by Michael X. Marinelli's sons.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The business of the Company is under the general management of a Board of
Directors, as provided by the laws of Delaware, the Company's state of
incorporation. The Board of Directors held six formal meetings during the fiscal
year ended March 30, 1996. Each director of the Company then serving attended at
least 75% of the meetings of the Board of Directors and the committees of the
Board on which such director serves.
The Bylaws of the Company provide for an Executive Committee, which is
composed of the Chief Executive Officer of the Company and not less than two
other directors. Unless limited by law or by the Bylaws of the Company, the
Executive Committee has the authority, during intervals between meetings of the
Board of Directors, to act in all matters upon which the full Board of Directors
may act when in session. The current members of the Executive Committee are
Directors Antonio M. Marinelli (Chairman), William J. Long, Charles A. Long,
Jr., and Orlando M. Marinelli. The Executive Committee held no meetings during
the fiscal year ended March 30, 1996.
Pursuant to the Bylaws of the Company, in April 1995 the Board of Directors
appointed an Audit Committee. The Audit Committee's basic functions are to
assist the Board of Directors in discharging its fiduciary responsibilities to
the shareholders and the investment community in the preservation of the
integrity of the financial information published by the Company, to maintain
free and open means of communication between the directors, the independent
auditors, and the financial management of the Company and to insure the
independence of the independent auditors. Currently, the members of the Audit
Committee are Directors Alexander P. Zechella (Chairman), Orlando M. Marinelli,
W. T. Goodloe Rutland and Michael X. Marinelli. The Audit Committee held one
meeting during the fiscal year ended March 30, 1996.
In April, 1995 the Board of Directors designated a Stock Option Committee.
The Stock Option Committee administers the Company's Incentive Stock Option Plan
and is responsible for granting stock options to key executive employees of the
Company. The current members of the Stock Option Committee are Directors W. T.
Goodloe Rutland (Chairman) and Alexander P. Zechella. The Stock Option Committee
held no meetings during the fiscal year ended March 30, 1996
In April, 1995, the Board of Directors designated a Compensation Committee.
The Compensation Committee is responsible for recommending the compensation of
members of the Board of Directors and executive officers of the Company. The
current members of the Compensation Committee are Directors W. T.
3
<PAGE> 6
Goodloe Rutland (Chairman), Antonio M. Marinelli and Alexander P. Zechella. The
Compensation Committee held two meetings during the fiscal year ended March 30,
1996.
Directors of the Company, with the exception of William J. Long, Antonio M.
Marinelli, and Orlando M. Marinelli, are paid $1,000 per quarter for a maximum
of six meetings of the Board of Directors. All directors are reimbursed for
travel expenses incurred in connection with their attendance at meetings of the
Board of Directors or committees of the Board of Directors. Finally,
Non-Employee Directors are entitled to receive options to purchase shares of
Common Stock pursuant to the Non-Employee Directors' Stock Option Plan of the
Company (the "Directors' Plan"). Options for up to 500,000 shares of Common
Stock are authorized to be issued under the Directors' Plan. The Directors' Plan
allows the Company's Stock Option Committee to grant options to non-employee
directors for a price of not less than eighty-five percent (85%) of the fair
market value of the Company's Common stock on the dates that the options are
granted. Options are exercisable in whole or in part, from time to time, until
five (5) years from the date or grant, except that, absent a change in control
of the Company, each option terminates upon the discontinuance of the option
holder's service as a Director of the Company for any reason except death or
disability. Sale of Common Stock purchased upon exercise of an option is
prohibited for two (2) years from the date of exercise or three (3) years from
the date of grant, whichever is later, unless there is a change in control of
the Company or in the event of the Director's death. Each option agreement under
the Directors' Plan provides, among other things, that shares of Common Stock
will be issued and delivered to the Director upon payment to the Company of the
exercise price of such shares and that the option price and number of shares
subject to option will be adjusted for stock splits, stock dividends, or other
similar changes in the Company's capital structure. As of March 30, 1996, no
options have been granted under the Directors' Plan.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT
Under Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), each of the Company's Directors and Executive Officers, and any
beneficial owner of more than 10% of the Common Stock of the Company, is
required to file with the Securities Exchange Commission (the "SEC") initial
reports of beneficial ownership of the Common Stock and reports of changes in
beneficial ownership of the Common Stock. Such persons are also required by SEC
regulations to furnish the Company with copies of all such reports. Based solely
on its review of the copies of such reports received by it, or written
representations from certain reporting persons that no reports were required by
those persons, the Company is not aware of any instances of noncompliance by
such persons with Section 16(a) of the Exchange Act, during the fiscal year
ended March 30, 1996.
EXECUTIVE COMPENSATION
The following table sets forth certain information respecting the
compensation paid to the Chief Executive Officer of the Company during the
fiscal year ended March 30, 1996 and relevant preceding fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION AWARDS
-----------------------------
ALL OTHER
SALARY COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)
--------------------------------------------------------- ---- ------- ------------
<S> <C> <C> <C>
William J. Long 1996 $58,333 --
President and Chief Executive Officer 1995 $50,000 $ 757.20(1)
</TABLE>
- ---------------
(1) Amount shown for 1995 consists of $102 for group term life insurance and
$655.20 for contributions by the Company to Mr. Long's 401(k).
As of the date hereof, there have been no options to purchase the Common
Stock of the Company granted to Mr. Long or any other employee or director. As
of March 30, 1996, no options had been granted and no options had been
exercised.
4
<PAGE> 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) License Agreement with Long Enterprises, Inc.
Synox(R) Corporation, a Delaware corporation and a wholly-owned subsidiary
of the Company ("Synox"), is the exclusive licensee under a license agreement
dated May 27, 1986, as amended on May 16, 1991 and October 5, 1994, between
Synox and Long Enterprises, Inc., an Alabama corporation controlled by Charles
A. Long, Jr., a Director and Director-Nominee of the Company and the father of
William J. Long, the President, Chief Executive Officer and a Director and
Director-Nominee of the Company (the "License Agreement"), pursuant to which
Synox has obtained rights to six U.S. patents.
The patents and patent applications covered by the License Agreement, and
their expiration dates are listed below:
<TABLE>
<CAPTION>
NUMBER NAME DESCRIPTION EXPIRATION
- --------- ----- ----------------------------------------------------- ---------------
<C> <S> <C> <C>
4,487,699 Long Sewage Biosolids Treatment Apparatus and Process Dec. 11, 2001
4,582,612 Long Improved Sewage Biosolids Treatment Apparatus Apr. 15, 2003
4,659,464 Long Apparatus for Dispersing Biosolids With Gas
Impingement Apr. 21, 2004
4,695,388 Long Apparatus and Process for Rapid Sewage Biosolids
Separation Sept. 22, 2004
4,936,983 Long Sewage Biosolids Treatment with Gas Injection June 26, 2007
5,147,563 Long Improved Sewage Sludge Treatment With Gas Injection Sept. 29, 2009
</TABLE>
The License Agreement extends to the States of Maryland, Delaware,
Virginia, West Virginia, North Carolina, South Carolina, Florida, Georgia,
Alabama, Kentucky, Tennessee, California, Texas, Arizona, New Mexico and the
District of Columbia. Long Enterprises has also granted Synox an option to
extend the territory under the License Agreement to include the entire United
States, its possessions and Puerto Rico. This option may be exercised in its
entirety by payment by the Company to Long Enterprises of an exercise fee of
$500,000. Alternatively, Synox may exercise the option only with respect to the
Northeast Territory (consisting of New Jersey, New York, Massachusetts,
Connecticut, Rhode Island, Vermont, New Hampshire and Maine) for an exercise
payment of $137,522.72; or with respect to the West Central Territory
(consisting of Washington, Oregon, Nevada, Idaho, Utah, Montana, Wyoming,
Colorado, North Dakota, South Dakota, Nebraska, Kansas, Oklahoma, Minnesota,
Iowa, Missouri, Arkansas, Louisiana, Mississippi, Wisconsin, Illinois, Michigan,
Indiana, Ohio, Pennsylvania, Hawaii, Alaska and the possessions of the United
States) for an exercise payment of $362,477.28.
This option will expire on December 31, 1997. Long Enterprises has agreed
to allow Synox to market a process utilizing the patents (the "Synox Process")
in the extended territory without exercising its option with the understanding
that, upon any sale pursuant to the License Agreement, Synox would exercise its
option on the extended territory. The License Agreement expires on June 26,
2007, or the later date of termination of the last to expire of any patent
issued pursuant to the patent applications and continuations in part relating to
the subject matter of the License Agreement in existence on May 16, 1991, and
thereafter prosecuted by the licensor or its assignor, Charles A. Long, Jr. (the
"Long License Expiration").
Royalties under the License Agreement are 4% of the total contract value of
the Synox Process installation (which begins with a storage unit for thickened
biosolids and ends with biosolids thickening and chemical contact), less
allowable deductions, such as the building, site preparation, paving, land and
landscape.
5
<PAGE> 8
Minimum annual royalties (based on retaining the previously listed 15
states) are due each January 1, beginning January 1, 1995, for the ensuing
calendar year through the Long License Expiration, according to the following
schedule:
<TABLE>
<CAPTION>
DATE DUE AMOUNT
-------- -----------
<S> <C>
January 1, 1995......................................................... $ 45,167.76
January 1, 1996......................................................... $ 0.00
January 1, 1997......................................................... $ 90,335.51
January 1, 1998......................................................... $180,671.02
January 2, 1999......................................................... $180,671.02
January 1, 2000, and on each January 1 through Long License
Expiration............................................................ $225,838.77
</TABLE>
Minimum annual royalties will be increased if Synox exercises the option to
extend its territory, based on a formula which takes into account the population
(based on a 1980 Census) of the additional territory. The minimum annual royalty
payment due on January 1, 1995 was paid.
(b) Other Relationships and Transactions
Directors Charles A. Long, Jr., and William J. Long, and other members of
the Long family may be deemed to be in control of Sullivan, Long & Hagerty, Inc.
and, therefore, its wholly-owned subsidiary SCE, Incorporated (a principal
shareholder of the Company), Assurance Agency, Inc., an Alabama corporation, an
insurance broker ("Assurance"), Long Technologies, Inc., a research and
development company, and Long Enterprises, Inc.
The Company has had a number of transactions, which are described below,
with the businesses named above. The Company believes that the transactions were
or are on terms that are no less favorable to the Company than those which could
reasonably have been obtained from an unaffiliated party.
Prior to April 1, 1996, the Company's insurance (other than its employee
insurance) was provided through Assurance. For fiscal year 1996, the Company
paid Assurance approximately $58,000 for certain insurance needs. For fiscal
years 1994 and 1995, Old Enviroq paid Assurance approximately $860,000 and
$1,027,000, respectively. These payments were made by Old Enviroq with respect
to its business operations prior to the Distribution, including primarily those
business operations now conducted by Insituform Southeast, rather than the
Company. On April 1, 1996, Assurance sold its book of business to an unrelated
third party. Management believes that the Company will make payments during
fiscal 1997 for certain insurance needs to the purchaser of Assurance's book of
business, and Assurance will be entitled to receive a portion of the commissions
related to these payments.
During fiscal years 1996 and 1995, the Company paid approximately $2,800
and $66,000, respectively, to Market Potential, Inc., a company controlled by
Patricia L. Ford, for marketing and public relations services performed for the
Company. Ms. Ford is the sister of William J. Long and the daughter of Charles
A. Long, Jr. Market Potential, Inc. also sub-leases offices to the Company on a
month-to-month basis. Pursuant to this arrangement, the Company paid
approximately $1,200 to Market Potential, Inc. during fiscal year 1996.
For two months during fiscal year 1996, the Company leased certain office
space from SCE. Pursuant to this arrangement, the Company paid approximately
$600 to SCE.
Old Enviroq leased its Birmingham, Alabama offices from SLH and SCE.
Pursuant to this arrangement and during fiscal years 1994 and 1995, Old Enviroq
paid approximately $47,000 and $41,000, respectively, to SLH and SCE. For the
first five months of fiscal year 1996, the Company's Birmingham offices were
included within the space leased by Old Enviroq from SLH and SCE.
Old Enviroq acquired all of the outstanding common stock of Synox from its
existing stockholders on September 30, 1991. The stockholders of Synox at the
time of that merger received shares of Old Enviroq valued at $672,000 in the
aggregate plus the right to receive additional shares of Old Enviroq, dependent
on the earnings of Synox, up to a maximum value of $2,017,000. The right to
receive these additional shares was
6
<PAGE> 9
represented by certificates of contingent shares of Old Enviroq ("Contingent
Share Certificates"). In addition to other past stockholders of Synox, certain
directors of the Company or their affiliates, including Long Enterprises, Inc.,
and Sullivan, Long & Hagerty, Inc., Orlando M. Marinelli, Antonio M. Marinelli,
W. T. Goodloe Rutland, and Alexander P. Zechella, held Contingent Share
Certificates.
The Company has issued replacement contingent share certificates
representing the contingent right to receive shares of the common stock of the
Company ("New Contingent Share Certificates"), partly in consideration of the
agreement of the holders of the Contingent Share Certificates to surrender the
Contingent Share Certificates. The New Contingent Share Certificates have rights
and privileges substantially similar to those afforded by the Contingent Share
Certificates except that (i) any shares to be issued pursuant to the New
Contingent Share Certificates will be shares of the common stock of the Company
rather than Old Enviroq, and (ii) the arbitration provisions contained in the
Contingent Share Certificates giving the holders thereof the right to arbitrate
the reasonableness of the decision to abandon the Synox Process are not
contained in the New Contingent Share Certificates.
Synox has issued certain promissory notes to certain directors and officers
of the Company and certain of their affiliates. The aggregate amount of such
indebtedness as of June 24, 1996 was approximately $1,091,179. These notes
provide that interest will be deferred and paid only if and after Synox has
after-tax net income and then only to the extent that the amount of interest
paid does not exceed the amount of such after-tax net income; and principal will
be paid after Synox has accumulated retained earnings, and then only to the
extent that the payment of such indebtedness does not exceed the amount of such
retained earnings.
MATTERS TO BE ACTED UPON
1. Election of Directors
The Board of Directors proposes that the proxy be voted for the election of
the seven nominees listed below to serve as directors until the next Annual
Meeting of Shareholders of the Company and until their successors are elected
and qualified. Should any one or more of these nominees become unavailable to
accept nomination or election as a director, the enclosed proxy will be voted
for such other persons as the Board of Directors may recommend, unless the Board
reduces the number of directors.
<TABLE>
<CAPTION>
NAME BUSINESS EXPERIENCE AND AGE
- ------------------------- --------------------------------------------------------------------
<S> <C>
Charles A. Long, Jr. Mr. Long, age 68, has been a Director of the Company since April
1995. Prior to April, 1996, Mr. Long had served as
Secretary-Treasurer of the Company. Prior to April 1995, Mr. Long
had served as Secretary-Treasurer and a Director of Old Enviroq
since October 1981. Prior to May 25, 1995, Mr. Long also served
since 1970 as the Chairman of the Board and Chief Executive
Officer of SCE and SLH and is currently a director of both SCE and
SLH.
William J. Long Mr. Long, age 44, has been President, Chief Executive Officer and a
Director of the Company since April 1995. Prior to April 1995, Mr.
Long had been Vice President-Marketing and a Director of Old
Enviroq since October 1984. Since May 25, 1995, Mr. Long has been
Chairman of the Board and a Director of Sullivan, Long & Hagerty
("SLH") a heavy construction contractor, which is the parent of
SCE Incorporated ("SCE"), a heavy construction contractor. Prior
to October, 1995, Mr. Long had been Chief Executive Office of SCE
and SLH. Prior to May 25, 1995, Mr. Long had been a Director and
Senior Vice President of SCE, and a Director and Senior Vice
President of SLH, for over five years.
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
NAME BUSINESS EXPERIENCE AND AGE
- ------------------------- --------------------------------------------------------------------
<S> <C>
Antonio M. Marinelli Mr. Marinelli, age 76, has been Chairman of the Board and a Director
of the Company since April 1995. Prior to April 1995, Mr.
Marinelli had been Chairman of the Board of Old Enviroq since
1981. Mr. Marinelli is, and has been for over five years, Vice
Chairman of the Board and a Director of Intercounty Construction
Company of Florida, Inc. ("Intercounty"), a heavy construction
contractor and a wholly-owned subsidiary of Micam Industries, Inc.
("Micam").
Michael X. Marinelli Mr. Marinelli, age 37, is an associate with the Washington, D.C. law
firm of Baker & Botts. He graduated from Catholic University Law
School in 1989. Mr. Marinelli served as Assistant Secretary of the
Company from January 1987 to July 1987. He served as Special
Assistant to the General Manager of Insituform East, Inc., from
February 1986 to August 1986. From October 1985 to February 1986,
Mr. Marinelli served as assistant to the President of the Company,
and from October 1984 to October 1985, he was a sales
representative for the Company. He has served as a Director of the
Company since April 1995. Prior to April 1995, he had served as a
Director of Old Enviroq since October 1984.
Orlando M. Marinelli Mr. Marinelli, age 71, has been Secretary-Treasurer of the Company
since April, 1996, and has been Vice President and a Director of
the Company since April 1995. Prior to April 1995, Mr. Marinelli
had served as Vice President and a Director of Old Enviroq since
October 1981. He has served as Chairman of the Board of
Intercounty for more than the last five years.
W.T. Goodloe Rutland Mr. Rutland, age 69, served as Chairman of the Board of Directors,
President, Treasurer, and Chief Executive Officer of SouthTrust
Mortgage Corporation, a mortgage banking firm, from May 1975 until
his retirement in June 1982. Since June 1982, Mr. Rutland has been
engaged in the management of personal investments and real estate
development. He has served as a Director of the Company since
April 1995. Prior to April 1995, he served as a Director of Old
Enviroq since April 1987.
Alexander P. Zechella Mr. Zechella, age 75, served from September 1983 to April 1984, as
Chairman of Charter Oil Company and Executive Vice President of
The Charter Company ("Charter"). From April 1984 until his
retirement in December, 1985 Mr. Zechella served as President,
Chief Executive Officer, and Chief Operating Officer of Charter.
In April 1984, Charter and certain of its subsidiaries, including
Charter Oil, filed for protection under Chapter 11 of the United
States Bankruptcy Code. In December 1986, a plan of reorganization
was confirmed by the bankruptcy court for Charter and certain of
its subsidiaries, including Charter Oil. In March 1987, the plans
of reorganization for Charter and certain of its subsidiaries,
including Charter Oil, were implemented and such entities were
discharged from bankruptcy. Mr. Zechella retired from Westinghouse
Electric in 1980 where he was a Vice President. Mr. Zechella has
served as a Director of the Company since April 1995. Prior to
April 1995, he had served as a Director of Old Enviroq since April
1987.
</TABLE>
William J. Long, a Director and Executive Officer of the Company, is the
son of Charles A. Long, Jr., also a Director of the Company. Antonio M.
Marinelli, a Director of the Company, is the brother of Orlando M. Marinelli, a
Director and Executive Officer of the Company. Michael X. Marinelli, a Director
of the Company, is the son of Antonio M. Marinelli.
8
<PAGE> 11
IT IS INTENDED THAT THE PROXY ENCLOSED HEREWITH WILL BE VOTED FOR ALL SEVEN
(7) OF THE NOMINEES LISTED ABOVE, UNLESS THE SHAREHOLDER CLEARLY INDICATES HIS
OR HER INTENT NOT TO VOTE FOR ONE OR MORE NOMINEES ON THIS MATTER.
2. Ratification of Appointment of Independent Auditors.
The Board of Directors has appointed the firm of Deloitte & Touche LLP
("Deloitte & Touche) independent certified public accountants, to be the
Company's auditors for the fiscal year ended March 29, 1997 and is hereby
seeking shareholder approval of such appointment. Deloitte & Touche served as
the independent certified public accountants for the Company for the fiscal year
ended March 30, 1996.
Representatives of Deloitte & Touche are expected to be present at the
Annual Meeting and will be available to respond to appropriate questions from
shareholders.
The Board of Directors recommends that shareholders vote to ratify the
appointment of Deloitte & Touche as the Company's independent public
accountants.
IT IS INTENDED THAT THE PROXY ENCLOSED HEREWITH WILL BE VOTED FOR THE
RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS UNLESS THE SHAREHOLDER SPECIFICALLY ABSTAINS FROM VOTING ON THIS
MATTER.
3. Other Business.
It is not anticipated that there will be presented at the Annual Meeting
any business other than the election of directors and the ratification of the
appointment of independent auditors, and the Board of Directors was not aware, a
reasonable time before this solicitation of proxies, of any other matters which
might properly be presented for action at the Annual Meeting. If any other
business should come before the Annual Meeting, the persons named on the
enclosed proxy will have discretionary authority to vote such proxy in
accordance with their best judgment.
SHAREHOLDER PROPOSALS
Proposals of shareholders to be presented at the 1997 Annual Meeting of
Shareholders must be received at the Company's executive offices by June 6,
1997, to be considered for inclusion in the Company's proxy materials relating
to that meeting. Proposals must comply with the Securities and Exchange
Commission proxy rules relating to shareholder proposals in order to be included
in the Company's proxy materials.
SOLICITATION OF PROXIES
This proxy is solicited by the Board of Directors of the Company. The cost
of soliciting proxies will be borne by the Company. Following the original
mailing of the proxy solicitations materials, regular employees of the Company
may solicit proxies by a variety of means, including mail, facsimile, telephone,
or telegraph. The Company may request brokerage houses and other nominees or
fiduciaries to forward copies of its proxy materials and Annual Report to
beneficial owners of stock held in their names, and the Company may reimburse
them for reasonable out-of-pocket expenses incurred in doing so.
By Order of the Board of Directors
/s/ WILLIAM J. LONG
William J. Long
President and Chief Executive Officer
August 9, 1996
9
<PAGE> 12
APPENDIX A
ENVIROQ CORPORATION
BIRMINGHAM, ALABAMA
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 12, 1996
(THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY)
The undersigned hereby appoints William J. Long and Antonio M. Marinelli, and
each of them, with full power of substitution, proxies to vote the shares of
Common Stock of Enviroq Corporation, a Delaware corporation (the "Company"),
which the undersigned could vote if personally present at the Annual Meeting of
Stockholders of the Company to be held on Thursday, September 12, 1996, at the
Mountain Brook Inn, 2800 Highway 280, Birmingham, Alabama at 9:00 a.m., local
time, or at any adjournment thereof:
<TABLE>
<C> <S> <C>
1. ELECTION OF DIRECTORS:
/ / FOR all nominees below (except as indicated to / / WITHHOLD AUTHORITY to vote for all nominees
the contrary below) below
Charles A. Long, Jr., William J. Long, Antonio M. Marinelli, Michael X. Marinelli, Orlando M.
Marinelli, W. T. Goodloe Rutland, Alexander P. Zechella
INSTRUCTION: To withhold authority to vote for an individual nominee, write that nominee's name in the
space provided below.
-------------------------------------------------------------------------------------------------------
2. RATIFICATION OF SELECTION OF AUDITORS:
/ / FOR / / AGAINST / / ABSTAIN respecting the proposal to ratify the selection by the Board of
Directors of Deloitte & Touche LLP as the Company's independent auditors for the fiscal year ending
March 29, 1997.
3. OTHER MATTERS:
In their discretion, upon such other matters as may properly come before the Annual Meeting of
Stockholders.
</TABLE>
(Continued and to be dated and signed on reverse side)
(Continued from front)
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS, AND IF NO
INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE PERSONS
NOMINATED BY THE BOARD OF DIRECTORS AS DIRECTORS AND FOR THE RATIFICATION OF THE
SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
Dated:
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
(Signature(s) of
Stockholder(s))
(Please date and sign as name
appears on proxy. If shares
are held jointly, each
stockholder should sign.
Executors, administrators,
trustees, etc. should use full
title and, if more than one,
all should sign. If the
stockholder is a corporation,
please sign full corporate
name by an authorized
officer.)
