-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E5x188G+RUdtHY+m71RE0LZYeUFcGQ7q0FLm4NKryER7TJTo+yyLFbXTP1NduVC7 bWclr9eT90q9lUBS6Guzeg== 0000893220-97-000922.txt : 19970512 0000893220-97-000922.hdr.sgml : 19970512 ACCESSION NUMBER: 0000893220-97-000922 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970509 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTON ROY F INC CENTRAL INDEX KEY: 0000106473 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 231501990 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-04643 FILM NUMBER: 97599573 BUSINESS ADDRESS: STREET 1: 1 WESTON WAY STREET 2: C/O A FREDERICK THOMPSON CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: 2156923030 MAIL ADDRESS: STREET 1: 1 WESTON WAY STREET 2: C/O A FREDERICK THOMPSON CITY: WEST CHESTER STATE: PA ZIP: 19380 10-K/A 1 ROY F. WESTON, INC. FORM 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM _________________TO_________________ COMMISSION FILE NUMBER 0-4643 ROY F. WESTON, INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA 23-1501990 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1 WESTON WAY WEST CHESTER, PENNSYLVANIA 19380-1499 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (610) 701-3000 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: SERIES A COMMON STOCK (PAR VALUE $.10 PER SHARE) (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing sale price of Series A Common Stock reported in the NASDAQ National Market System on March 14, 1997, was approximately $25,230,000. For the purposes of calculation, all executive officers and directors of the Company and all beneficial owners of more than 10% of the Company's stock were considered affiliates. As of March 14, 1997, the Registrant had outstanding 7,547,787 shares of Series A Common Stock ($.10 par value) and 2,105,394 shares of Common Stock ($.10 par value). DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company's 1996 Annual Report to Shareholders are incorporated by reference into Part II of this report. Items originally incorporated by reference into Part III of this report from the Company's Proxy Statement are filed herein. This amendment updates and supersedes Items 10 and 12 of previously filed Forms 10-K and 10-K/A with respect to director nominees. 2 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS In April 1997, shareholders holding an aggregate of approximately 45% of the total shareholder vote informed the Chairman of the Board that they did not intend to support the re-election of certain members of the current Board of Directors. These shareholders requested that a new slate be nominated, that would include Messrs. Armitage, Harvey, and Monetta and Ms. Bryant, because these shareholders believed that the Company should redefine its strategy and focus and that those individuals would best assist the Company in that effort. Following discussion among the Directors and their representatives, these shareholders asked that Messrs. Diamond, Ksansnak and Schlanger and Drs. Bordogna and Jahn not stand for re-election. In light of the express intent of these shareholders, Messrs. Diamond, Ksansnak and Schlanger and Drs. Bordogna and Jahn notified the Company that they would not seek to be re-elected at the 1997 Annual Meeting. The following sets forth pertinent information with respect to current directors as well as director nominees: AMBASSADOR RICHARD ARMITAGE, 52, PRESIDENT OF ARMITAGE ASSOCIATES, L. C. Ambassador Armitage is engaged in a wide range of international business development and public policy activities. He currently provides his professional services to private sector companies to develop strategic business opportunities. Prior to this, the Ambassador served the United States in numerous diplomatic roles throughout the world, with particular emphasis in the Pacific Rim, Middle East, and the New Independent States. Ambassador Armitage has also served as Assistant Secretary of Defense for International Security Affairs representing the U. S. Department of Defense in developing politico-military relationships and initiatives throughout the world. JOSEPH BORDOGNA, PH.D., 64, ACTING DEPUTY DIRECTOR, NATIONAL SCIENCE FOUNDATION. CHAIRMAN OF THE BOARD. DIRECTOR SINCE 1983. Dr. Bordogna was elected non-executive Chairman of the Board of Directors in July 1996. Dr. Bordogna is currently on leave from the University of Pennsylvania, with which he has been affiliated since 1964, most recently serving as Dean Emeritus and Alfred Fitler Moore Professor of Engineering. Previously, he served as Dean of Engineering and Applied Science from 1981 to 1990. Since September 1996, Dr. Bordogna has been serving as Acting Deputy Director at the National Science Foundation in Washington, DC. From September 1991 to September 1996, Dr. Bordogna had served as the Director of Engineering at the National Science Foundation. MAGALEN OHRSTROM BRYANT, 68, PRIVATE INVESTOR. Ms. Bryant is a private investor in several companies. She is currently a board member and substantial shareholder of, among others, the Dover, Carlisle, and O'Sullivan corporations, all of which are industrial manufacturing businesses. Ms. Bryant also serves as a director for several leading environmental foundations, including the National Fish and Wildlife Foundation. HENRY L. DIAMOND, ESQ., 64, PARTNER, BEVERIDGE & DIAMOND, P.C., WASHINGTON, DC. DIRECTOR SINCE 1990. Mr. Diamond has been a partner with Beveridge & Diamond, P.C., a national firm specializing in environmental affairs and related litigation, since 1975. From 1970 to 1975, Mr. Diamond served as the Commissioner of the Department of Environmental Conservation of the State of New York. THOMAS HARVEY, 48, CHAIRMAN OF THE GLOBAL ENVIRONMENT & TECHNOLOGY FOUNDATION. Mr. Harvey is Chairman of the Global Environment & Technology Foundation, a not-for-profit corporation that specializes in environmental technology commercialization, information services, and sustainable development. He is also Senior Vice President for Corporate Business Development for a Washington-based strategic consulting group. Prior to this, Mr. Harvey spent 26 years in high level positions in the U.S. Army, Department of Defense, White House, and Congress. As a corporate executive, he specializes in developing business opportunities in a broad range of U.S. and international arenas. WAYNE F. HOSKING, JR., ESQ., 31, MARKETING DEVELOPMENT PROFESSIONAL. DIRECTOR SINCE 1996. Mr. Hosking has been employed by the Company since 1988. Since 1990, he has held various positions in client services, marketing, and sales capacities. He is currently employed as a Marketing Development Professional, serving the needs of the Company's Federal Programs' clients. Mr. Hosking is licensed to practice law in the state of Colorado. Mr. Hosking is a son-in-law of A. Frederick Thompson and is married to a granddaughter of Roy F. Weston. ROBERT G. JAHN, PH.D., 67, DEAN EMERITUS OF THE SCHOOL OF ENGINEERING AND APPLIED SCIENCE AND PROFESSOR OF AEROSPACE SCIENCES, PRINCETON UNIVERSITY. DIRECTOR SINCE 1988. Dr. Jahn has been affiliated with Princeton University's School of Engineering and Applied Sciences since 1962. Currently holding the position of Dean Emeritus, he served as 1 3 Dean from 1971 to 1986. Dr. Jahn has been a Professor of Aerospace Sciences since 1967. He is a director of Hercules, Incorporated. JAMES E. KSANSNAK, CPA, 57, EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, ARAMARK CORPORATION. DIRECTOR SINCE 1995. Mr. Ksansnak has served as Executive Vice President and Chief Financial Officer of ARAMARK, a service management company, since 1991 and is responsible for financial matters, planning and development, tax, internal audit, and information technology. Previously, he was Senior Vice President and Chief Financial Officer from 1987 to 1991 and Senior Vice President from 1986 to 1987 of ARAMARK. Before joining ARAMARK, Mr. Ksansnak had been a partner with Arthur Andersen & Co. since 1971. He is a director of CSS Industries, Inc. and Advanta Corp. WILLIAM J. MARRAZZO, 47, PRESIDENT AND CHIEF EXECUTIVE OFFICER. DIRECTOR SINCE 1988. Mr. Marrazzo has been the President of the Company since September 1990 and the Chief Executive Officer since October 1991. Mr. Marrazzo is also Chairman of the Board of Weston International Holdings, Inc., a wholly-owned subsidiary of the Company. He served as Chief Operating Officer from 1989 to 1991 and as Executive Vice President from 1989 to 1990. Mr. Marrazzo joined the Company in 1988 as a Vice President and a Division Manager. He served as Chairman and President of Weston Services, Inc. from 1990 to 1991. Weston Services, Inc. was a wholly-owned subsidiary until December 31, 1991, when it merged into the Company. From 1980 to 1988, he was the Commissioner of the Water Department for the City of Philadelphia, with responsibility for its complete management. Financially independent from the City of Philadelphia, the Water Department is one of the nation's largest water and wastewater utilities. DOMINIC MONETTA, 55, PRESIDENT OF RESOURCES ALTERNATIVES, INC. Dr. Monetta is President of Resource Alternatives, Inc., a private corporation that assists senior corporate executives in identifying business opportunities and strengthening their corporate operations. Prior to this, Dr. Monetta was the Deputy Director of Defense Research and Engineering (Research and Advanced Technology) where he managed the $7.5 billion science and technology programs of the U.S. Department of Defense. He has also held senior positions in the U.S. Department of Energy, U.S. Navy and the Gas Research Institute. MARVIN O. SCHLANGER, 49, EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER, ARCO CHEMICAL COMPANY. DIRECTOR SINCE 1990. Mr. Schlanger has served as Executive Vice President and Chief Operating Officer of ARCO Chemical Company, a producer of intermediate and specialty chemicals since 1995. Previously, he was Senior Vice President, since 1989; Chief Financial Officer from 1989 to 1993; and Vice President, Worldwide Business Management from 1988 to 1989 of ARCO Chemical Company. He is a director of ARCO Chemical Company. KATHERINE W. SWOYER, 49, PRESIDENT OF INTERNATIONAL CORPORATE TRAVEL SERVICES, INC. DIRECTOR SINCE 1992. Ms. Swoyer is owner and president of International Corporate Travel Services, Inc. ("Intercorp"), a travel agency formed in 1994. Ms. Swoyer is a daughter of Roy F. Weston, the sister-in-law of A. Frederick Thompson, and the mother of Thomas M. Swoyer, Jr. THOMAS M. SWOYER, JR., 26, JUNIOR MARKETING ANALYST. DIRECTOR SINCE 1996. Mr. Swoyer has been employed by the Company since 1987. Since 1991, he has held the position of Junior Marketing Analyst in the Strategic Marketing and Proposal Management Departments of the Company. Mr. Swoyer is a grandchild of Roy F. Weston and son of Katherine W. Swoyer and the late Thomas M. Swoyer, former President of Roy F. Weston, Inc. from 1984 to 1989. A. FREDERICK THOMPSON, PH.D., P.E., 55, DIRECTOR SINCE 1975. Dr. Thompson served as Chairman of the Board from October 1991 to March 1996. Dr. Thompson served as the Vice Chairman from 1989 to 1991; Executive Vice President from 1987 to 1990; Vice President, Quality Assurance and Finance from 1980 to 1987; and as Assistant Secretary from 1980 to 1990. He also served as President of Cardinal Indemnity Company of North America, a wholly-owned subsidiary of the Company, from 1988 to 1991 and as a director of Weston International Holdings, Inc., a wholly-owned subsidiary of the Company. Dr. Thompson is a son-in-law of Roy F. Weston, father-in-law of Wayne F. Hosking, Jr., and the brother-in-law of Katherine W. Swoyer. ROY F. WESTON, P.E., DEE, 85, CHAIRMAN EMERITUS. DIRECTOR SINCE 1957. Mr. Weston is the founder of Roy F. Weston, Inc. Mr. Weston served as Chairman of the Board from March 1996 to July 1996. He was Chairman Emeritus from October 1991 to March 1996 and resumed his role in that capacity in July 1996. Mr. Weston had served as Chairman of the Board and Chief Executive Officer of the Company for more than 35 years. He also served as President from December 1989 to September 1990 and during the periods 1957 to 1972 and 1977 until 1984. Mr. Weston is the father of Katherine W. Swoyer, the father-in-law of A. Frederick Thompson, grandfather of the wife of Wayne F. Hosking, Jr., and grandfather of Thomas M. Swoyer, Jr. 2 4 Information regarding the Company's executive officers was included in Part I on page 12 of the Form 10-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PRINCIPAL SHAREHOLDERS The table set forth below shows, as of March 14, 1997, certain information regarding the beneficial ownership of the Company's Common Stock and Series A Common Stock by each person known by the Company to beneficially own more than 5% of any class of the Company's capital stock, each of the Company's directors and director nominees, each of the named executive officers, and all directors and executive officers of the Company as a group. Unless otherwise noted, the persons named in the table have sole voting and investment power with respect to all of the shares owned by them.
NUMBER OF SHARES OF COMMON NUMBER OF SHARES OF PERCENTAGE OF NAME AND STOCK SERIES A COMMON PERCENTAGE OF SERIES A ADDRESS OF BENEFICIALLY STOCK BENEFICIALLY PERCENTAGE OF COMMON COMMON BENEFICIAL OWNER(1) OWNED (2) OWNED (2) CAPITAL STOCK STOCK STOCK - ------------------- ---------------- ------------------- ------------- ------------- ------------- Trustee under the Roy F. Weston, Inc. Employees' Savings Plan(4) -- 1,217,950 12.6% -- 16.1% The TCW Group, Inc.(5) -- 771,900 8.0% -- 10.2% Pioneering Management Corp.(6) -- 612,000 6.3% -- 8.1% Heartland Advisers, Inc.(7) -- 550,000 5.7% -- 7.3% FMR Corp.(8) -- 393,800 4.1% -- 5.2% RFW Partnership Limited(9) 438,081 -- 4.5% 20.8% -- Trustee under Deed of Trust dated March 5, 1969(10) 175,620 -- 1.8% 8.3% -- William J. Marrazzo -- 58,046(11) * -- * Peter J. Marks 13,000 23,378(11) * * * M. Christine Murphy -- 35,023(11) * -- * Steven C. Vorndran -- 8,779 * -- * Wayne F. Hosking, Jr.(12) 89,672 2,528 * 4.2% * Thomas M. Swoyer, Jr. 89,672 420 * 4.2% * Richard Armitage -- -- -- -- -- Joseph Bordogna -- 1,000 * -- * Magalen O. Bryant -- -- -- -- -- Henry L. Diamond -- 2,000 * -- * Thomas Harvey -- -- -- -- -- Robert G. Jahn 100 -- * * -- James E. Ksansnak -- 1,500 * -- * Dominic Monetta -- -- -- -- -- Marvin O. Schlanger -- 2,000 * -- * Katherine W. Swoyer(9)(10)(13) 429,976 26,984 4.7% 20.4% * A. Frederick Thompson(9)(10)(14) 396,338 3,103 4.1% 18.8% * Roy F. Weston(9)(15) 140,000 70,593 2.2% 6.6% * All directors and executive officers as a group (7 persons with respect to Common Stock and 13 persons with respect to Series A Common Stock)(16) 1,772,459 236,225(11) 20.8% 84.2% 3.1% * Less than 1%.
NAME AND PERCENTAGE OF ADDRESS OF AGGREGATE BENEFICIAL OWNER(1) VOTING POWER(3) - ------------------- --------------- Trustee under the Roy F. Weston, Inc. Employees' Savings Plan(4) 4.3% The TCW Group, Inc.(5) 2.7% Pioneering Management Corp.(6) 2.1% Heartland Advisers, Inc.(7) 1.9% FMR Corp.(8) 1.4% RFW Partnership Limited(9) 15.3% Trustee under Deed of Trust dated March 5, 1969(10) 6.1% William J. Marrazzo * Peter J. Marks * M. Christine Murphy * Steven C. Vorndran * Wayne F. Hosking, Jr.(12) 3.2% Thomas M. Swoyer, Jr. 3.1% Richard Armitage -- Joseph Bordogna * Magalen O. Bryant -- Henry L. Diamond * Thomas Harvey -- Robert G. Jahn * James E. Ksansnak * Dominic Monetta -- Marvin O. Schlanger * Katherine W. Swoyer(9)(10)(13) 15.1% A. Frederick Thompson(9)(10)(14 13.9% Roy F. Weston(9)(15) 5.1% All directors and executive officers as a group (7 persons with respect to Common Stock and 13 persons with respect to Series A Common Stock)(16) 62.5% * Less than 1%.
3 5 (1) Except as indicated below, the business address of the beneficial owners is c/o Roy F. Weston, Inc., 1 Weston Way, West Chester, PA 19380-1499. (2) A beneficial owner of securities is one who, directly or indirectly, has or shares with others: (a) the power to vote or direct the voting of such securities; or (b) investment power with respect to such securities, which includes the power to dispose or direct the disposition of such securities. A person is deemed to be a beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days of March 14, 1997, including but not limited to, the right to acquire through the exercise of any option, warrant, or right or through the conversion of a security. (3) Aggregate voting power is calculated by multiplying the total number of shares of Common Stock and Series A Common Stock outstanding by one vote and one-tenth of one vote per share, respectively. (4) Vanguard Fiduciary Trust Company is the trustee under the Roy F. Weston, Inc. Employees' Savings Plan ("Employees' Savings Plan"), and is located at P.O. Box 2900, Valley Forge, PA 19482. Under the terms of the Employees' Savings Plan and the Trust Agreement between Vanguard and the Company, a Company committee has the right to direct the trustee how to vote the shares held by the trustee. (5) The Company received a copy of Schedule 13G, dated February 12, 1997, filed with the Securities and Exchange Commission by The TCW Group, Inc., 865 South Figueroa Street, Los Angeles, CA 90017. The TCW Group, Inc. had sole voting and dispositive power over 771,900 shares. (6) The Company received a copy of Schedule 13G, dated January 24, 1997, filed with the Securities and Exchange Commission by Pioneering Management Corporation, 60 State Street, Boston, MA 02114. Pioneering Management Corporation had sole voting and dispositive power over 612,000 shares, as investment adviser to an investment company that beneficially owns such shares. (7) The Company received a copy of Schedule 13G, dated February 12, 1997, filed with the Securities and Exchange Commission by Heartland Advisers, Inc., 790 North Milwaukee Street, Milwaukee, WI 53202. Heartland Advisers, Inc. had sole voting and dispositive power over 550,000 shares, as investment adviser to an investment company that beneficially owns such shares. (8) The Company received a copy of Schedule 13G, dated February 14, 1997, filed with the Securities and Exchange Commission by FMR Corp., 82 Devonshire Street, Boston, MA 02109. FMR Corp. had sole dispositive power over 393,800 shares, as investment adviser to various investment companies that beneficially owns such shares. (9) RFW Partnership Limited is a limited partnership in which RFW Enterprises, Inc., Susan W. Thompson, and Katherine W. Swoyer are general partners. Susan W. Thompson is a daughter of Roy F. Weston and wife of A. Frederick Thompson. Katherine W. Swoyer is a daughter of Roy F. Weston. Roy F. Weston is president of RFW Enterprises, Inc. Under the partnership agreement, the shares held by the partnership are voted by direction of a majority of the general partners. (10) Katherine W. Swoyer and Susan W. Thompson, daughters of Roy F. Weston, share voting power as trustees under Deeds of Trust dated March 5, 1969 over 175,620 shares. (11) Includes the following number of shares which may be obtained upon the exercise of options exercisable within 60 days of March 14, 1997: William J. Marrazzo, 30,800 shares; Peter J. Marks, 20,080 shares; M. Christine Murphy, 25,200 shares; and all directors and executive officers as a group, 76,080 shares. (12) Of the Common Stock reported as beneficially owned by Mr. Hosking, 89,672 are owned by his wife. Of the Series A Common Stock reported as beneficially owned by Mr. Hosking, 155 shares are owned by his wife. (13) Of the Common Stock reported as beneficially owned by Ms. Swoyer, 76,163 shares are registered in Ms. Swoyer's name as custodian for her minor daughter. (14) Of the Common Stock reported as beneficially owned by Dr. Thompson, 351,083 shares are owned by his wife, Susan W. Thompson. (15) Of the Common Stock reported as beneficially owned by Mr. Weston, 70,000 shares are owned by his wife. 4 6 (16) In determining the number of shares held by officers and directors as a group, shares beneficially owned by more than one officer or director have been counted only once. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, ROY F. WESTON, INC. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: ROY F. WESTON, INC. By: /s/ William J. Marrazzo ------------------------------------ William J. Marrazzo President and Chief Executive Officer (Duly authorized representative) Date: May 9, 1997 5 -----END PRIVACY-ENHANCED MESSAGE-----