-----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, R3OqXn33Mrw2rXP7oqsgTPooKm1/O+yF97ZiEHEvIlB7OSIlxK/ldQNB5LpmBDms 593lNFXJYq0R+Xbg46Dv3w== 0000950123-96-000900.txt : 19960301 0000950123-96-000900.hdr.sgml : 19960301 ACCESSION NUMBER: 0000950123-96-000900 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19960229 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOSTER WHEELER CORP CENTRAL INDEX KEY: 0000038321 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 131855904 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00286 FILM NUMBER: 96528518 BUSINESS ADDRESS: STREET 1: PERRYVILLE CORPORATE PARK CITY: CLINTON STATE: NJ ZIP: 08809 BUSINESS PHONE: 9087304090 PRE 14A 1 PRELIMINARY PROXY STATEMENT 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: /X/ Preliminary Proxy Statement / / Confidential for use of the Commission / / Definitive Proxy Statement only (as permitted by Rule 14a-6(e)(2)) / / Definitive Additional Materials / / Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 FOSTER WHEELER CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) FOSTER WHEELER CORPORATION - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement Payment of Filing Fee (Check the appropriate box): /X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 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: ---------------------------------------------------------------------- 2 NOTICE OF MEETING AND PROXY STATEMENT FOSTER WHEELER CORPORATION PERRYVILLE CORPORATE PARK CLINTON, NEW JERSEY 08809-4000 ------------------------------ NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS APRIL 30, 1996 ------------------------------ The Annual Meeting of Stockholders of Foster Wheeler Corporation will be held in the Grand Ballroom of the Hanover Marriott Hotel, 1401 Route 10 East, Whippany, New Jersey, on Tuesday, April 30, 1996, at two o'clock in the afternoon for the following purposes: 1. To elect five Directors. 2. To act upon a proposal to amend the Corporation's Certificate of Incorporation so as to increase the authorized Common Stock. 3. To ratify the selection of independent auditors. 4. To transact such other business as may properly come before the meeting or adjournments thereof. The Board of Directors has fixed the close of business on March 15, 1996, as the record date for determination of Stockholders entitled to notice of and to vote at the meeting or adjournments thereof. By Order of the Board of Directors JACK E. DEONES Vice President & Secretary March 22, 1996 IT WILL GREATLY ASSIST MANAGEMENT IN REDUCING EXPENSES IN CONNECTION WITH THE MEETING IF YOU PROMPTLY RETURN YOUR SIGNED PROXY IN THE ENCLOSED ENVELOPE WHETHER YOU OWN FEW OR MANY SHARES. STOCKHOLDERS WHO EXPECT TO ATTEND THE MEETING IN PERSON SHOULD CHECK THE APPROPRIATE SPACE ON THE PROXY CARD. A RESERVATION CARD WILL BE SENT TO YOU UPON RECEIPT OF THE PROXY CARD SO MARKED. 3 FOSTER WHEELER CORPORATION PERRYVILLE CORPORATE PARK CLINTON, NEW JERSEY 08809-4000 ------------------------------ PROXY STATEMENT ------------------------------ For the 1996 Annual Meeting of Stockholders to be held April 30, 1996 ------------------------------ GENERAL INFORMATION This statement is furnished in connection with the solicitation by the Board of Directors of Foster Wheeler Corporation (hereinafter the "Corporation" or "Foster Wheeler") of proxies to be used at the 1996 Annual Meeting of Stockholders of the Corporation, to be held at the time, place and for the purposes set forth in the accompanying Notice of 1996 Annual Meeting of Stockholders. This solicitation will begin on the date of mailing, March 22, 1996. Shares represented by valid proxies will be voted in accordance with instructions contained therein or, in the absence of such instructions, in accordance with the recommendations of the Board of Directors. A proxy may be revoked by a Stockholder by written notice of such revocation, or by a later-dated proxy, delivered to the Inspectors of Election at any time prior to the shares represented by such earlier proxy being voted. A copy of the 1995 Annual Report to Stockholders, including financial statements for the fiscal year ended December 29, 1995, has been sent to each Stockholder. The Board of Directors has fixed the close of business on March 15, 1996, as the record date for determination of Stockholders entitled to notice of and to vote at the meeting or adjournments thereof. As of March 15, 1996, the outstanding voting securities of the Corporation consist of __________ shares of Common Stock, $1.00 par value, holders of which are entitled to one vote per share. ELECTION OF DIRECTORS Pursuant to an Amendment to the Corporation's Certificate of Incorporation adopted by Stockholders at the 1983 Annual Meeting which provided, among other things, for the classification of Directors with respect to the term for which they shall severally hold office, the number of Directors to be elected at this meeting is five. With the exception of Mr. E. James Ferland, each is to be elected for a three-year term. Mr. Ferland is to be elected for a two-year term, so as to make the classes of Directors more even in number. The proxy agents of the Board of Directors intend to vote for the election of the nominees below named, unless instructed otherwise. With the exceptions of Mr. David J. Farris and Ms. Constance J. Horner, all nominees were previously elected by the Stockholders. Mr. Farris and Ms. Horner were elected as Directors by the Board effective March 23, 1996. All terms of office of nominees, other than Mr. Ferland, if elected, will expire at the 1999 Annual Meeting of Stockholders or when their successors are duly elected 4 and qualified. Mr. Ferland's term will expire at the 1998 Annual Meeting of Stockholders. If any eligible nominee becomes unable to accept nomination or election, proxies will be voted for those remaining, and the Board of Directors will either reduce the size of the Board, or select substitute nominees after identifying suitable candidates. A resolution adopted by the Board of Directors on January 30, 1996, provides for a Board of 14 Directors, which is the number of Directors that will be serving on the Board effective March 23, 1996. The following table of Director nominees is based upon information furnished by the nominees and speaks as of the date hereof:
SHARES OF FIRST PRINCIPAL OCCUPATION COMMON STOCK YEAR DURING PAST FIVE YEARS OWNED NAME AGE ELECTED AND OTHER DIRECTORSHIPS BENEFICIALLY(1) ---- --- ------- ----------------------- --------------- Louis E. Azzato........ 65 1978 Retired, formerly Chairman and Chief 116,765 Executive Officer of the Corporation; (67,416) Director--First Fidelity Bancorporation, First Fidelity Bank, Blue Cross and Blue Shield of New Jersey. David J. Farris........ 60 1996 Chief Operating Officer of Beneficial 1,000 Corporation and President and Chief Executive Officer of Beneficial Management Corporation (Financial Services); Director--Beneficial Corporation. E. James Ferland....... 54 1993 Chairman of the Board, President and 10,000 Chief Executive Officer of Public (6,000) Service Enterprise Group Incorporated and Chairman of the Board and Chief Executive Officer of Public Service Electric and Gas Company; Director--The Hartford Steam Boiler Inspection and Insurance Company. Constance J. Horner.... 54 1996 Guest scholar at The Brookings 1,000 Institution since 1993. Commissioner, U.S. Commission on Civil Rights (Government). From 1991 to 1993, Assistant to the President and Director of Presidential Personnel at the White House; Director-Ingersoll-Rand Company, Pfizer, Inc., Prudential Insurance Company of America. Frank E. Perkins....... 62 1981 Professor of Civil Engineering, 10,480 Massachusetts Institute of Technology (10,000) (Educator). Formerly Dean of the Graduate School, Massachusetts Institute of Technology.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE ABOVE-NAMED NOMINEES. - ------------------------------- (1) The tabulation of the number of shares of Common Stock owned beneficially includes shares which the named individuals have options to acquire within 60 days pursuant to the Corporation's 1984 Stock Option Plan and/or The Directors' Stock Option Plan. Of the total number of shares owned beneficially, the number of such shares which are under options exercisable within 60 days is indicated in parentheses. Virtually all shares are owned with sole voting and sole investment power. 2 5 SIMILAR INFORMATION ON THE REMAINING DIRECTORS IS AS FOLLOWS:
SHARES OF FIRST PRINCIPAL OCCUPATION COMMON STOCK YEAR DURING PAST FIVE YEARS OWNED NAME AGE ELECTED AND OTHER DIRECTORSHIPS BENEFICIALLY(1) ---- --- ------- ----------------------- --------------- Eugene D. Atkinson...... 51 1995 Limited Partner, Goldman, Sachs & Co. 4,000 (Term ends 1998) and Chairman of Goldman Sachs (2,000) (International). Formerly held several executive positions with Goldman, Sachs & Co. (Investment Banking). Kenneth A. DeGhetto(2).. 71 1972 Retired, formerly Chairman of the Board 20,547 (Term ends 1996) of the Corporation; Director--Brandon (4,000) Systems Corp., Cali Realty Corp. Martha Clark Goss....... 46 1994 Vice President and Chief Financial 5,000 (Term ends 1997) Officer of Booz Allen & Hamilton, Inc. (4,000) (Management Consulting). Prior to July 1995, Senior Vice President of The Prudential Insurance Company of America. From 1981 to July 1995, an officer of various Prudential companies. Director--Dexter Corporation. John A. Hinds........... 59 1990 Executive Vice President, VeriFone, 9,700 (Term ends 1997) Inc. (Transaction Automation). Prior to (9,000) March 1993, executive with AT&T; Director--Liberty Technologies, Inc. Joseph J. Melone........ 64 1988 President and Chief Executive Officer, 11,500 (Term ends 1998) The Equitable Companies Incorporated (10,000) and Chairman of The Equitable Life Assurance Society of the United States. (Insurance and Financial Services). Prior to November 1990, President of The Prudential Insurance Company of America. Director--The Equitable Companies Incorporated, AT&T Capital. David J. Roberts........ 52 1994 Vice Chairman, since April 1, 1994, and 41,756 (Term ends 1997) Chief Financial Officer of the (39,704) Corporation, since April 1987. Formerly held several financial positions with the Corporation and its subsidiaries. Richard J. Swift........ 51 1993 Chairman, President and Chief Executive 103,361 (Term ends 1998) Officer of the Corporation since April (96,112) 1994. Formerly held several executive positions with the Corporation and its subsidiaries. Director--Public Service Enterprise Group Incorporated, Ingersoll-Rand Company.
- ---------------------------- (1) The tabulation of the number of shares of Common Stock owned beneficially includes shares which the named individuals have options to acquire within 60 days pursuant to the Corporation's 1984 Stock Option Plan and/or The Directors' Stock Option Plan. Of the total number of shares owned beneficially, the number of such shares which are under options exercisable within 60 days is indicated in parentheses. Virtually all shares are owned with sole voting and investment powers. (2) Because of a Director age restriction in the By-Laws, Mr. DeGhetto will retire on April 1, 1996. 3 6
SHARES OF FIRST PRINCIPAL OCCUPATION COMMON STOCK YEAR DURING PAST FIVE YEARS OWNED NAME AGE ELECTED AND OTHER DIRECTORSHIPS BENEFICIALLY(1) ---- --- ------- ----------------------- --------------- Charles Y. C. Tse....... 70 1982 Retired, formerly Vice Chairman and 10,200 (Term ends 1997) President, International Operations, (10,000) Warner-Lambert Company (Health Care); Director--Brandon Systems Corp., Transcell Technologies, Inc. Robert Van Buren........ 70 1988 Chairman, Smith Corona Corp (Business 14,966 (Term ends 1997) Equipment)(2); Chairman, Financial (10,000) Facilities Management, Inc. (Property Management); 1978-1991, Chairman and Chief Executive Officer of Midlantic Corporation (Banking); former Commissioner of the Port Authority of New York and New Jersey.
Following is stock ownership information for Messrs. N. William Atwater, Henry E. Bartoli and Robert A. Whittaker, Officers of the Corporation who are listed in the compensation tables that follow, but are not included in the Director tabulations above:
SHARES OF COMMON STOCK OWNED NAME TITLE BENEFICIALLY(1) ---- ----- --------------- N. William Atwater Executive Vice President - 42,853 Engineering & Construction Group (39,493) Henry E. Bartoli Vice President - 21,329 Power Systems Group (20,833) Robert A. Whittaker Vice President - 22,442 Energy Equipment Group (20,833) All current Directors, Director nominees and Officers of the Corporation 551,216 as a group (23 persons)................................................... (447,991)
No individual Director, Director nominee or Officer of the Corporation owns 1% or more of the Corporation's Common Stock. The 23 members of the group own less than 1% of the Corporation's Common Stock. Based on a Schedule 13 (G) filed on February 14, 1996, the following organization is known to Foster Wheeler to be the beneficial owner of more than five percent of the Common Stock of the Corporation.
AMT. AND NATURE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS - -------------- ------------------------------------ ----------------------- ---------------- Common Stock FMR Corp. 3,276,856 8.10% 82 Devonshire Street Boston, MA 02109
All shares are held with sole investment power; substantially all voting power resides in the Boards of Trustees of Funds controlled by a subsidiary of FMR Corp. - ------------------ (1) The tabulation of the number of shares of Common Stock owned beneficially includes shares which the named individuals and the group have options to acquire within 60 days pursuant to the Corporation's 1984 Stock Option Plan and/or The Directors' Stock Option Plan. Of the total number of shares owned beneficially, the number of such shares which are under options exercisable within 60 days is indicated in parentheses. Virtually all shares are owned with sole voting and investment powers. (2) Smith Corona Corporation commenced a voluntary case under Chapter 11 of the United States Bankruptcy Act on July 5, 1995. 4 7 COMMITTEES OF THE BOARD The Board of Directors of the Corporation has established standing committees to consider various matters and to make recommendations to the full Board as to proposed courses of action for the Board. Among the standing committees that have been established are the Audit Committee, the Committee on Nominees for Directors and Officers, the Compensation Committee, the Finance Committee and the Retirement Plan Committee. The members of the Audit Committee are Mr. Charles Y. C. Tse, Chairman; Mr. Eugene D. Atkinson; Ms. Martha Clark Goss; Mr. E. James Ferland; Mr. John A. Hinds; Mr. Joseph J. Melone; Dr. Frank E. Perkins and Mr. Robert Van Buren. During the last fiscal year, this Committee met three times. The functions of this Committee are to review Management's recommendations for the engagement or discharge of independent auditors; to review the audit programs planned by the independent auditors and the internal auditors, and to monitor program progress; to review compliance with Corporate policies; to review, in connection with the independent auditors, the results of the audit, the Corporation's financial statements and the Corporation's system of internal accounting control; to review fees of the independent auditors; and to report the Committee's findings to the full Board of Directors. The members of the Committee on Nominees for Directors and Officers are Mr. Joseph J. Melone, Chairman; Mr. Louis E. Azzato; Mr. John A. Hinds; Dr. Frank E. Perkins; Mr. Richard J. Swift and Mr. Charles Y. C. Tse. During the last fiscal year, this Committee held four meetings. The functions of this Committee are to recommend to the Board the nominees for election as Directors and Officers, and to consider performance of incumbent Directors and Officers to determine whether to nominate them for reelection. The Committee will consider Director nominees recommended by Stockholders. Such recommendations should be made by letter, including a description of the proposed nominee's qualifications, biographical information and willingness to serve, and sent to the attention of the Secretary, Foster Wheeler Corporation, Perryville Corporate Park, Clinton, New Jersey 08809-4000. The Compensation Committee consists of Mr. Joseph J. Melone, Chairman; Mr. E. James Ferland; Dr. Frank E. Perkins; Mr. Charles Y. C. Tse and Mr. Robert Van Buren. During the last fiscal year, this Committee held four meetings. The functions of this Committee are to recommend to the Board compensation arrangements for Directors and Officers, and to approve specific benefits under such arrangements. Following are the members of the Finance Committee: Mr. E. James Ferland, Chairman; Mr. Eugene D. Atkinson; Ms. Martha Clark Goss; Messrs. John A. Hinds; Joseph J. Melone; Frank E. Perkins; David J. Roberts; Charles Y. C. Tse and Robert Van Buren. Four meetings of this Committee were held during the last fiscal year. This Committee reviews the consolidated financial results of the Corporation; establishes payment schedules for dividends; and reviews matters that may have an impact on the Corporation's financial statements, including cash flows. The members of the Retirement Committee are: Mr. Robert Van Buren, Chairman; Ms. Martha Clark Goss; Messrs. Louis E. Azzato; E. James Ferland; John A. Hinds and David J. Roberts. Messrs. Robert D. Iseman and James E. Schessler are Ex Officio members. During the last fiscal year, three meetings of the Retirement Committee were held. The Committee's authority is to recommend the allocation of pension fund assets to the Board of Directors; recommend qualified investment managers and/or trustees for pension fund assets to the Board of Directors; monitor the results of the investment managers and/or trustees and meet during the year to discuss their performance; and set investment manager guidelines and objectives and recommend appropriate action to the Board if guidelines and objectives are not being met. 5 8 COMPENSATION OF DIRECTORS Ten regular meetings of the Board of Directors were held during the last fiscal year. During this period, each incumbent Director attended at least 92% of the aggregate of (i) the total number of meetings of the Board of Directors while a Director, and (ii) the total number of meetings held by all Committees of the Board while a member. Directors who are employees of the Corporation received no additional compensation for their services as Directors. Nonemployee Directors receive an annual retainer of $21,500 and $1,200 for each Directors' meeting attended. In addition, each nonemployee Director receives $1,200 for each meeting of a Committee of the Board attended; the Committee Chairman receives $2,000 for each such meeting. Effective October 15, 1995, for a term of one year, the Corporation has obtained insurance policies through National Union Fire Insurance Company of Pittsburgh, Pennsylvania and Continental Casualty Corporation in respect of indemnification of Directors and Officers. The scope of these policies is similar to coverage under prior policies held by the Corporation. The annual premium for this coverage is $340,000. The Corporation's Shareholders, at the 1990 Annual Meeting, approved The Directors' Stock Option Plan. Pursuant to The Directors' Stock Option Plan, each Director who is not an employee of the Corporation or one of its subsidiaries shall receive, following the Annual Meeting each year, a nonqualified option to purchase 2,000 shares of the Corporation's Common Stock. Such options have ten-year terms and become exercisable beginning one year after the date of grant at an option exercise price equal to the fair market value of the shares on the date of grant. COMPENSATION OF EXECUTIVE OFFICERS COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Executive Compensation Plan for executives of the Corporation was originally designed in 1987 by an independent consultant. It was reviewed, modified, and in 1988 approved and adopted by the Compensation Committee and the Board of Directors. Since then it has been regularly reviewed and modified by the Committee and the Board. The Plan is intended to meet two primary objectives: to attract and retain highly-qualified executives to manage the Corporation's business and to reward those executives if their performance and the Corporation's results so warrant. The Compensation Committee, subject to review by the Board, is responsible for the implementation and administration of all aspects of the Plan. Any payments made under this Plan are ultimately at the discretion of the Board. The Committee has considered the effects of certain provisions of the federal income tax laws relative to the deductibility of compensation to executive officers exceeding $1,000,000. The Committee has determined that there is no material impact on the Corporation at this time as a result of these provisions. BASE SALARY The first component of each executive's compensation is base salary. As part of its consideration relative to salary, the Committee reviews data for executives in similar positions in comparable companies as provided by an independent consultant and by the Corporation's staff, and in consultation with the Chief Executive Officer establishes a salary range for each executive. Comparable companies are those of similar size as well as those providing similar services and products to similar markets and customers. The Chief Executive Officer then proposes to the Committee a specific salary, within that range, for each executive. The Committee considers that proposal, and then recommends a salary for each executive to the Board for its consideration and approval. The Committee similarly recommends a salary within the appropriate range for the Chief Executive Officer, but without the participation of the Chief Executive Officer. In determining such salaries, the performance of each such executive, his or her experience and the performance of the business unit for which he or she is responsible, as well as performance of the Corporation as a whole, are all taken into account. The Corporation does not have a policy to 6 9 predetermine specific compensation relative to the compensation paid by other companies. Actual salaries of the Chief Executive Officer and other officers were neither the highest nor lowest of salaries paid to officers of comparable companies. ANNUAL INCENTIVE The second component of each executive's compensation is an annual incentive payment. At the beginning of each year, corporate and business-unit earnings targets are formulated by the Chief Executive Officer, then reviewed by the Compensation Committee and, as proposed or modified, are recommended to the Board for its consideration and approval. The actual incentive payment is solely determined by measurement of actual performance of the Corporation and each business unit against the established targets. This payment can range from zero to 75 percent of annual salary in the case of the Chief Executive Officer and from zero to 60 percent of annual salary in the case of other officers depending upon the extent to which earnings targets are deficient, achieved, or exceeded. LONG-TERM INCENTIVES The Plan also provides for long-term incentives comprised of long-term performance units and stock options. Under the Plan, each executive is assigned long-term performance units which are valued and payable at the end of a three-year period. The value of a long-term unit is performance-based and is determined by the growth in earnings and return on equity during the three-year period. The number of performance units were determined in a manner such that certain growth in earnings and returns on equity would result in an incentive to the executives which together with salary and annual incentives would provide competitive total compensation. The actual payout was determined by the achievement of considerable earnings growth combined with a reasonable return on equity over a three-year cycle. The Plan also provides for long-term incentives to executives in the form of annual grants of stock options. Such options are exercisable in installments over three-year periods at the per-share market price of the Corporation's stock on the date of the award and, of course, become valuable only if the market price of the Corporation's stock increases. --------------- As outlined above, pursuant to the Plan, the 1995 base salary for Mr. Swift was determined by the Committee within a range of salaries paid to chief executive officers of comparable companies, based on data provided by an independent consultant and by the Corporation's staff, and then recommended to the Board for its consideration and approval. The annual incentive payment, and long-term incentive payment were likewise determined by the Committee and recommended to the Board for its consideration and approval. The actual incentive awards were based, as the Plan provides, on the Corporation's performance in 1995 and on the Corporation's performance over the three-year period ended December 31, 1995, and were thus tied directly to factors tending to enhance shareholder values. In addition, in accordance with the Plan, the Committee recommended, and the Board approved, a stock option grant to Mr. Swift of 50,000 shares at the market price on January 3, 1995, exercisable in installments over a three-year period. The Committee and the Board considered that Mr. Swift's performance as Chief Executive Officer and the results achieved by the Corporation as of December 31, 1995, and over the 36 month period ended December 31, 1995, well supported the salary, incentive payments and stock options awarded, as his salary was in range with industry executives of similar responsibility, and since the Company performed satisfactorily with respect to its earnings targets and since long-term earnings growth and return on equity were substantial and resulted in an incentive payout per the Plan. COMPENSATION COMMITTEE: Joseph J. Melone, Chairman Charles Y. C. Tse E. James Ferland Robert Van Buren Frank E. Perkins 7 10 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The following Directors served on the Compensation Committee during the last fiscal year: Messrs. Joseph J. Melone, Chairman; E. James Ferland; Leland E. Boren; Frank E. Perkins; John Timko, Jr.; Charles Y.C. Tse and Robert Van Buren. Mr. Timko retired as an Officer of Foster Wheeler in May 1978. Messrs. Boren and Timko have since retired from the Board of Directors. Mr. Swift serves on the Board of Public Service Enterprise Group Incorporated. Mr. Ferland is the Chairman, President and Chief Executive Officer of that company. COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN The following line graph compares the five-year cumulative total shareholder return of (i) Foster Wheeler Corporation Common Stock, (ii) the S&P 500 Index, (iii) the S&P Engineering and Construction (E&C) Index, and (iv) a line-of-business index consisting of the Dow Jones Heavy Construction Industry Group Index and McDermott International, Inc., which was added to more closely represent the business of the Corporation. Foster Wheeler Corporation chose the Dow Jones Heavy Construction Industry Index and McDermott International, Inc. (the "Industry Group") in place of the S&P Engineering and Construction (E&C) Index (used in the immediately preceding fiscal year) because Standard and Poors eliminated a company from the S&P (E&C) Index in 1995, leaving only two companies in the S&P (E&C) Index at the year end 1995. In the preparation of the line graph, the following assumptions have been used: (i) $100 was invested on December 31, 1990 in Foster Wheeler Common Stock, the S&P 500 Index, the S&P (E&C) Index, and the Industry Group, and (ii) dividends were reinvested. Foster Wheeler Corporation Common Stock was trading at $22.375 at year-end in 1990 and at $42.50 at year-end in 1995. FIVE-YEAR CUMULATIVE TOTAL RETURNS [GRAPH]
DEC. 90 DEC. 91 DEC. 92 DEC. 93 DEC. 94 DEC. 95 ================================================================================ Foster Wheeler 100 120.69 134.27 159.03 144.05 210.31 S&P 500 Index 100 130.47 140.41 154.56 156.60 215.45 S&P (E&C) Index 100 120.80 119.03 124.74 119.75 170.12 Industry Group 100 114.15 117.91 122.17 114.73 150.39
8 11 SUMMARY COMPENSATION TABLE The following is a tabulation of compensation paid or set aside by the Corporation and its subsidiaries during each of the Corporation's last three fiscal years for the Chief Executive Officer ("CEO") and the four most highly-compensated executive officers of the Corporation, other than the CEO, who were serving as executive officers at the end of the last fiscal year.
======================================================================================== ANNUAL COMPENSATION LONG-TERM COMPENSATION ------------------- ---------------------- AWARDS PAYOUTS ------ ------- NAME SECURITIES ALL AND UNDERLYING LONG-TERM OTHER PRINCIPAL BONUS OPTIONS/ INCENTIVE COMPEN- POSITION YEAR SALARY ($) ($) SARS (#) PAYOUTS($)(2) SATION($)(1) ======================================================================================== Richard J. Swift 1995 50,000 Chairman, President 1994 $490,449 $223,109 64,167 $301,891 $4,500 & CEO 1993 $375,000 $151,950 12,500 $216,996 $4,497 - ---------------------------------------------------------------------------------------- David J. Roberts 1995 25,000 Vice Chairman 1994 $325,288 $120,120 9,167 $209,880 $4,500 1993 $300,000 $121,560 7,500 $162,000 $4,497 - ---------------------------------------------------------------------------------------- N. William Atwater 1995 25,000 Executive Vice 1994 $315,000 $ 99,540 7,500 $215,460 $4,500 President 1993 $300,000 $147,390 7,500 $212,610 $4,497 - ---------------------------------------------------------------------------------------- Henry E. Bartoli 1995 25,000 Vice President 1994 $260,000 $117,260 7,500 $111,750 $4,500 1993 $250,008 $137,825 7,500 $ 13,500 $4,497 - ---------------------------------------------------------------------------------------- Robert A. Whittaker 1995 25,000 Vice President 1994 $260,000 $ 99,008 7,500 $160,992 $4,500 1993 $250,008 $137,825 7,500 $ 88,500 $4,497 ========================================================================================
(1) Company match on Employee 401 (k) contribution. (2) No specified performance target, goal or condition to payout was waived with respect to any amount included in this column. LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR As part of the long-term incentive portion of the Corporation's Executive Compensation Plan, "performance units", which ultimately may pay out in cash upon completion of a three-year cycle, are awarded annually to Corporate Officers. The following table sets forth awards in 1995 to the named individuals, along with the assumed values of the awards at the end of the three-year Plan cycle. The ultimate value of the award will be based upon the Corporation's earnings growth rate and return on equity. For a discussion of award criteria see the Long-Term Incentives section of the Compensation Committee Report on Executive Compensation which appears earlier in this Proxy Statement.
======================================================================================== ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK PRICE-BASED PLANS --------------------------- NUMBER OF SHARES, PERFORMANCE OR UNITS OR OTHER PERIOD UNTIL THRESHOLD TARGET MAXIMUM NAME OTHER RIGHTS (#) MATURATION OR PAYOUT ($) ($) ($) - ---------------------------------------------------------------------------------------- R. J. Swift 300 3 Years 0 $300,000 $600,000 - ---------------------------------------------------------------------------------------- D. J. Roberts 200 3 Years 0 $200,000 $400,000 - ---------------------------------------------------------------------------------------- N. W. Atwater 150 3 Years 0 $150,000 $300,000 - ---------------------------------------------------------------------------------------- H. E. Bartoli 150 3 Years 0 $150,000 $300,000 - ---------------------------------------------------------------------------------------- R. A. Whittaker 150 3 Years 0 $150,000 $300,000 ========================================================================================
9 12 OPTION GRANTS IN LAST FISCAL YEAR Following is a table dealing with stock option grants which were made to the named individuals during the last completed fiscal year. The options were granted pursuant to the terms of the Corporation's Executive Compensation Plan and the 1984 Stock Option Plan, which provides that ten-year term options are to be awarded at market value on the date of the award. One-third of an option becomes exercisable after one year, two-thirds after two years and the entire option is exercisable after three years.
===================================================================================== NUMBER OF SECURITIES % OF TOTAL UNDERLYING OPTIONS GRANTED EXERCISE OR GRANT DATE OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE $ (1) - ------------------------------------------------------------------------------------- R. J. Swift 50,000 10.7 % $30.00 1/1/05 $676,500 - ------------------------------------------------------------------------------------- D. J. Roberts 25,000 5.35% $30.00 1/1/05 $338,250 - ------------------------------------------------------------------------------------- N .W. Atwater 25,000 5.35% $30.00 1/1/05 $338,250 - ------------------------------------------------------------------------------------- H. E. Bartoli 25,000 5.35% $30.00 1/1/05 $338,250 - ------------------------------------------------------------------------------------- R. A. Whittaker 25,000 5.35% $30.00 1/1/05 $338,250 =====================================================================================
(1) Based on the Black-Scholes option pricing model, using the following assumptions: (1) the stock price on the day the options were issued was $30; 2) the option exercise price is $30 per share, the price of the stock on the date of option issue; 3) the dividend yield of the stock was 2.20%. (This was based upon the actual dividend yield as of January 2, 1995); 4) the expected term of the options is 7.50 years; 5) the risk free rate of return on the issuance date for the term of the option was 7.90% (the Treasury Bond Rate for 7.50 years as of January 3, 1995); and 6) the volatility of the stock was calculated empirically to be .3875, using Foster Wheeler stock pricing data for the 90 trading days immediately preceding the date of issuance of the options. PENSION PLAN TABLE The following table shows estimated annual benefits payable upon retirement (including amounts attributable to any defined benefit supplementary or excess pension award plans) in specified compensation and years of service classifications.
YEARS OF SERVICE AFTER APRIL 1, 1976 -------------------------------------------------------- 15 20 25 30 35 -- -- -- -- -- Remuneration $ 400,000............ $ 72,000 $ 96,000 $120,000 $144,000 $168,000 $ 500,000............ $ 90,000 $120,000 $150,000 $180,000 $210,000 $ 600,000............ $108,000 $144,000 $180,000 $216,000 $252,000 $ 700,000............ $126,000 $168,000 $210,000 $252,000 $294,000 $ 800,000............ $144,000 $192,000 $240,000 $288,000 $336,000 $ 900,000............ $162,000 $216,000 $270,000 $324,000 $378,000 $1,000,000............ $180,000 $240,000 $300,000 $360,000 $420,000 $1,100,000............ $198,000 $264,000 $330,000 $396,000 $462,000 $1,200,000............ $216,000 $288,000 $360,000 $432,000 $504,000 $1,300,000............ $234,000 $312,000 $390,000 $468,000 $546,000 $1,400,000............ $252,000 $336,000 $420,000 $504,000 $588,000
10 13 The Corporation's current pension plan was amended as of April 1, 1993, and is solely noncontributory. For service after April 1, 1976, the retirement benefit is based on average monthly earnings (which would include amounts in the "Salary," "Bonus" and "Long-Term Incentive Payouts" columns in the Summary Compensation Table which appears above) during the 60 highest consecutive months in the last 120 months of employment. The benefits in the foregoing table are not subject to any deduction for Social Security or other offset amounts. The (i) credited years of service after April 1, 1976, assuming retirement at the normal retirement age of 65, and (ii) the amount of annual "frozen benefits" earned prior to the current plan (which would be additive to benefits under the current plan) for those individuals named in the Summary Compensation Table are as follows: R. J. Swift: 31 1/2 years - $399; D. J. Roberts: 21 years - $427; N. W. Atwater: 23 1/2 years - $10,259; H. E. Bartoli: 18 1/2 years - $0; R. A. Whittaker: 19 years - $0. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table sets forth, for the named individuals, the number of shares of Foster Wheeler Common Stock acquired upon option exercise during 1995, the value realized (spread between the market price on the date of exercise and the option price) as the result of such option exercises, and the number and value of unexercised options (both exercisable and unexercisable) as of December 31, 1995.
========================================================================================== NUMBER OF SECURITIES VALUE UNDERLYING OF UNEXERCISED UNEXERCISED IN-THE-MONEY OPTIONS AT OPTIONS AT FY-END (#) FY-END ($) SHARES ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/ NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE - ------------------------------------------------------------------------------------------ R. J. Swift 0 0 70,555/63,612 $424,577/$772,614 - ------------------------------------------------------------------------------------------ D. J. Roberts 0 0 25,816/33,611 $628,482/$405,313 - ------------------------------------------------------------------------------------------ N.W. Atwater 0 0 26,160/32,500 $436,453/$394,688 - ------------------------------------------------------------------------------------------ H. E. Bartoli 0 0 7,500/32,500 $ 92,656/$394,688 - ------------------------------------------------------------------------------------------ R. A. Whittaker 0 0 7,500/32,500 $ 92,656/$394,688 ==========================================================================================
CHANGE OF CONTROL ARRANGEMENTS On September 26, 1995, the Board of Directors authorized the Corporation to enter into change of control employment agreements ("Agreements") with eleven of its Officers, including the Officers listed in the preceding tables ("Executives"). The Agreements provide that if, within three years of a "change of control", as defined in the Agreements, the Corporation terminates an Executive's employment other than for "cause" (defined as failure to perform his duties or engaging in illegal or gross misconduct) or disability or if the Executive terminates employment for "good reason," (defined as diminution of duties or responsibilities, the Corporation's failure to compensate the Executive, a change in workplace, the Corporation's purported termination of the Agreement or failure to comply with the Agreement), the Executive will be entitled to receive a lump-sum cash payment of the following amounts: (a) the Executive's base salary through the date of termination, plus (b) a proportionate annual bonus, plus (c) 11 14 three times the sum of the Executive's base salary, the highest annual bonus and the highest long-term bonus for any of the most recent three cycles completed before the change of control, plus (d) unpaid deferred compensation and vacation pay. The Agreements also provide for a five-year continuation of certain employee welfare benefits and a lump sum payment equal to the actuarial value of the service credit under the Corporation's qualified and supplemental retirement plans the Executive would have received if he had remained employed for three years after the date of his termination. The Corporation will also provide the Executive with outplacement services. Finally, the Executive may tender restricted stock (whether vested or not) in exchange for cash. However, if any payments to the Executive, whether under the Agreement or otherwise, would be subject to the "golden parachute" excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended,the Corporation will make an additional payment to put the Executive in the same after-tax position as if no excise tax had been imposed. Any legal fees and expenses arising in connection with any dispute under the Agreements, will be paid by the Corporation. In addition to the Agreements, there are other contracts and arrangements whereunder the Executives listed in the foregoing tables will receive payments from the Corporation in the event of a change of control. Under the Executive Compensation Plan, which is discussed in detail in the Compensation Committee Report on Executive Compensation above, individual participant accruals are paid to the participants within ten days after a change of control. This Plan also provides that transfer restrictions on Corporation Common Stock received by an executive, at his option in lieu of a cash incentive payment, lift upon a change of control. "Units" (limited stock appreciation rights) which may have been granted under the 1984 Stock Option Plan of Foster Wheeler Corporation become exercisable upon a change in control. Under the 1995 Stock Option Plan of Foster Wheeler Corporation, the Executive has the right to surrender his option to the Corporation and receive, in cash, the difference between the fair market value of the shares covered by the option and the exercise price of the option. The Management Incentive Life Program ("Incentive Program") and the Supplemental Executive Retirement Plan ("SERP") are annuity contracts between the Corporation and employees that contain change of control provisions. The Incentive Program allows continuation in the program until retirement age in the event of a change of control, with a subsequent termination of employment within three years. A participant in the SERP receives the equivalent actuarial value of his benefit immediately upon a change of control. AMENDMENT TO THE CERTIFICATE OF INCORPORATION CHANGE IN AUTHORIZED CAPITAL STOCK The Corporation's Board of Directors has unanimously approved and recommends that the stockholders approve an Amendment to the Certificate of Incorporation of the Corporation to increase the number of shares of Common Stock which the Corporation is authorized to issue from 80,000,000 shares of Common Stock to 160,000,000 shares of Common Stock. The proposed additional 80,000,000 shares would be a part of the existing class of Common Stock and, if and when issued, would have the same rights and privileges as the shares of Common Stock presently issued and outstanding. The holders of Common Stock of the Corporation are not entitled to preemptive rights. As of March ___, 1996, there were issued and outstanding ____________ shares of Common Stock, _________ shares were reserved for issuance upon the exercise of options under the 1984 and 1995 Stock Option Plans and an additional ___________ shares were held as treasury stock by the Corporation. The Board believes that authorization of the additional shares of Common Stock may be required for the Corporation's future growth, both through acquisitions and through expansion of existing business, or by reason of stock dividends or splits, which in the long run may tend to broaden ownership of the Corporation's stock. Authorization of such additional shares in such event could significantly improve the Corporation's bargaining position in negotiating possible acquisitions of other businesses and in the handling of any merger proposals which might be offered. Such authorization will also provide the Corporation with greater flexibility in financing future expansion of its existing business. The Corporation presently has no commitments or understanding for the issuance of shares of Common or Preferred Stock 12 15 or for stock dividends or splits, although such matters have been and will continue to be considered from time to time. The additional shares of Common Stock which are proposed for authorization may be issued at the discretion of the Board of Directors for any corporate purpose without further action by the shareholders, except as required by law, applicable stock exchange regulations or otherwise. The Rules and Regulations of The New York Stock Exchange, Inc., as currently in effect, would require shareholder approval in connection with an issuance of Common Stock (including securities convertible into Common Stock) in any transaction or a series of related transactions, other than a public offering for cash, if (i) the Common Stock to be issued has voting power equal to or in excess of 20% of the voting power outstanding before such issuance, (ii) the number of shares of Common Stock to be issued is equal to or in excess of 20% of the Common Stock outstanding before such issuance, or (iii) the issuance would result in a change of control of the Corporation. The Board believes it will be advantageous to Foster Wheeler and its shareholders for Management to be in a position to act promptly with respect to stock dividends and splits, and with respect to investment in, or acquisition of, other companies, without the expense and passage of time necessarily involved in arranging special meetings of the shareholders to authorize additional shares, particularly where the number and value of shares to be issued is relatively small. Foster Wheeler will solicit shareholder approval of any acquisition, investment or other transaction involving issue of shares of capital stock when required to do so by law, the Rules and Regulations of The New York Stock Exchange, Inc. or if otherwise deemed advisable by Management. The proposed amendment to the Certificate of Incorporation will not revise the par value of the Common Stock from the present $1.00 per share. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION. SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors has selected Coopers & Lybrand as auditors of the Corporation for 1996, subject to the approval of the Stockholders. Coopers & Lybrand is a firm of independent certified public accountants, with broad international practice, which has no direct or indirect financial interest in the Corporation or its subsidiaries. Coopers & Lybrand was first selected as auditors of the Corporation for the year 1977. With exception of tax-related matters, the services provided by the auditors to Foster Wheeler and its subsidiaries for 1995 were substantially audit-related. These audit functions included review of the financial statements for the year 1995, Securities and Exchange Commission filings, the Annual Report to Stockholders and special reports required by loan agreements. Coopers & Lybrand was paid $___________ for audit-related services for 1995. A member of Coopers & Lybrand will attend the Annual Meeting and will be available to answer questions of the Stockholders present, and to make a statement if he desires to do so. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF AUDITORS. VOTING PROCEDURE In 1992, the Corporation adopted a confidential voting policy in connection with Annual Meetings of Stockholders. In essence, the policy provides for independent vote tabulations and inspectors, and that, with exceptions, Stockholder votes not be disclosed to the Corporation. 13 16 Under Securities and Exchange Commission Rules, boxes and a designated blank space are provided on the proxy card for Stockholders to mark if they wish either to vote "for," "against" or "abstain" on one or more of the proposals, or to withhold authority to vote for one or more of the nominees for Director. New York law and the Corporation's By-Laws require the presence of a quorum for the Annual Meeting, which is defined as a majority of the votes entitled to be cast at the Meeting. Votes withheld from Director nominees and abstentions will be counted in determining whether a quorum has been reached. Broker-dealer "non-votes", which are defined in the second paragraph below, are not counted for quorum purposes. Assuming a quorum has been reached, a determination must be made as to the results of the vote on each matter submitted for shareholder approval: (1) The election of Directors, (2) The amendment of the Corporation's Certificate of Incorporation, and (3) The ratification of the selection of auditors. The amendment of the Certificate of Incorporation and the selection of the Corporation's auditors must be approved by a majority of the votes cast on each matter. Abstentions are not counted in determining the number of votes cast in connection with these two items. Director nominees must receive a plurality of the votes cast at the meeting, which means that a vote withheld from a particular nominee or nominees will not affect the outcome of the meeting. Like abstentions, broker-dealer "non-votes" are not counted in calculating the number of votes cast on the above-noted matters. The New York Stock Exchange has advised the Company that the election of Directors, amendment of the Corporation's Certificate of Incorporation and selection of auditors are considered "routine" items upon which broker-dealers holding shares in street name for their customers may vote, in their discretion, on behalf of any customers who do not furnish voting instructions within 10 days of the Annual Meeting. None of the items being voted upon is such as to afford a right of appraisal or similar right to Stockholders who fail to vote or dissent as to any action taken with respect thereto. 1997 ANNUAL MEETING The 1997 Annual Meeting of Stockholders will be held on April 29, 1997. The location has not yet been determined. Stockholder proposals must be received by the Secretary of the Corporation on or before November 21, 1996, to be included in the proxy material for the 1997 Annual Meeting of Stockholders. OTHER MATTERS The expense of preparing, printing and mailing this Proxy Statement and the accompanying material will be borne by the Corporation. Solicitation of individual Stockholders may be made by mail, personal interviews, telephone, facsimile, telecopy or telegraph by Officers and regular employees of the Corporation who will receive no additional compensation therefor. In addition, the Corporation has engaged Georgeson & Company, Inc. to solicit proxies from brokers and nominees at a cost of $5,500, plus out-of-pocket expenses. The Corporation will reimburse brokers and other nominees for their expenses in forwarding solicitation material to beneficial owners. The Board of Directors of Foster Wheeler knows of no other business to be presented at the meeting, but if matters other than those referred to above do properly come before the meeting, it is intended that the persons named in the proxy will vote with respect thereto in accord with their best judgment. By Order of the Board of Directors JACK E. DEONES Vice President and Secretary March 22, 1996 14 17 PROXY FOSTER WHEELER CORPORATION ANNUAL MEETING OF STOCKHOLDERS-TUESDAY APRIL 30, 1996 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned stockholder of Foster Wheeler Corporation hereby appoints Richard J. Swift, Thomas R. O'Brien, and Jack E. Deones, and each with the full power of substitution, to vote as designated on the reverse side, all the shares of common stock of Foster Wheeler Corporation held of record in the name of the undersigned as of March 15, 1996, at the Annual Meeting of Stockholders to be held in the Grand Ballroom of the Hanover Marriott Hotel, 1401 Route 10 East, Whippany, New Jersey at 2:00 p.m. on Tuesday, April 30, 1996 or any adjournments thereof. Please Mark, Sign, Date and promptly return this proxy card using the enclosed envelope. This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted for Proposals 1, 2 and 3. (Continued, and to be dated and signed, on other side) - -------------------------------------------------------------------------------- FOLD AND DETACH HERE HANOVER MARRIOTT HOTEL ---------------------- 1401 ROUTE 10 EAST, WHIPPANY, N.J. 07981 201-538-8811 DIRECTIONS TO THE HANOVER MARRIOTT HOTEL FROM 287 SOUTHBOUND - ------------------- Exit 39 B (Route 10 W). Route 10 W. Past Dryden Way to U-Turn, follow signs for Cedar Knolls/Ridgedale Avenue. Follow U-Turn onto Route 10 East. Hotel entrance is on the right. FROM 287 NORTHBOUND - ------------------- Exit 39. Follow signs for Route 10 West/Dover. Follow Route 10 West past Dryden Way to U-Turn, follow signs for Cedar Knolls/Ridgedale Avenue. Follow U-Turn onto Route 10 East. Hotel entrance is on the right. FROM 24 WESTBOUND - ----------------- Take exit for Interstate 287 North to Exit 39. Follow signs for Route 10 West/Dover. Follow Route 10 West past Dryden Way to U-Turn, follow signs for Cedar Knolls/Ridgedale Avenue. Follow U-Turn onto Route 10 East. Hotel entrance is on the right. FROM NEWARK INTERNATIONAL AIRPORT - --------------------------------- Take Route 78 West to Route 24 West. Continue on Route 24 West and take exit for Interstate 287 North. Refer to directions from Interstate 287 North from above. FROM MANHATTAN - -------------- Take the Lincoln Tunnel to Route 3 West. Route 3 West to Interstate 80 West. I-80 West to Interstate 287 South. Refer to directions from Interstate 287 South from above. 18 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1, 2 AND 3. PLEASE MARK /x/ YOUR VOTES AS INDICATED IN THIS EXAMPLE
1. ELECTION OF FIVE DIRECTORS Nominees are Messrs. Louis E. Azzato, David J. Farris, E. James Ferland, Frank E. Perkins and Ms. Constance J. Horner FOR WITHHELD (INSTRUCTIONS: To withhold authority to vote for any individual nominee, / / / / line through the nominee's name in the list above.)
2. Act upon a proposal to amend the 3. Ratify selection of Coopers & Lybrand as Corporation's Certificate of Incorporation. independent auditors. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN / / / / / / / / / / / /
I PLAN TO ATTEND THE MEETING / / Signature(s) should be exactly as name(s) appear on this proxy. If stock is held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. Dated: , 1996 ------------------------------------- ------------------------------------------------------------ Signature ------------------------------------------------------------ Signature
- -------------------------------------------------------------------------------- FOLD AND DETACH HERE. ANNUAL MEETING OF FOSTER WHEELER CORPORATION STOCKHOLDERS TUESDAY, APRIL 30, 1996 2:00 P.M. GRAND BALLROOM HANOVER MARRIOTT HOTEL 1401 ROUTE 10 EAST WHIPPANY, NEW JERSEY ================================================================================ Agenda * Election of Directors * Act upon a proposal to amend the Corporation's Certificate of Incorporation * Ratification of the appointment of independent public accountants * Report on the progress of the Corporation * Question and answer period ================================================================================ -----END PRIVACY-ENHANCED MESSAGE-----