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Hagler Bailly Inc · DEFA14A · On 4/10/98

Filed On 4/10/98 · SEC File 0-29292 · Accession Number 1033693-98-13

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 4/10/98  Hagler Bailly Inc                 DEFA14A                1:22

Additional Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Proxy Statement Annual Meeting of Stockholders        22±   120K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Compensation Committee Report on Compensation of Executive Officers of the Company Director Compensation Employment Arrangements 1997 Annual Bonus Determinations
1	1st Page
4	Director Compensation
6	Compensation Committee Report on Compensation of Executive Officers of the Company
"	1997 Annual Bonus Determinations
8	Employment Arrangements

DEFA14A 1st "Page" of 11 TOC Top Previous Next Bottom Just 1st

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

Preliminary Proxy Statement Confidential, For Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))

|X| Definitive Proxy Statement

Definitive Additional Material

Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12

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(logo omitted) HAGLER BAILLY, INC.
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid.
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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:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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(logo omitted) Hagler Bailly

ARLINGTON, VIRGINIA

April 3, 1998

TO OUR STOCKHOLDERS:

It is our pleasure to invite you to our 1998 Annual Meeting of Stockholders
("Annual Meeting") to be held at Hagler Bailly, Inc.'s corporate headquarters at
1530 Wilson Boulevard, Suite 400, Arlington, Virginia 22209 on Thursday, May 14,
1998 at 2:00 p.m., Eastern Daylight Time.

The following Notice of Annual Meeting of Stockholders ("Notice of Meeting")
identifies each business item for your action. These items and the vote the
Board of Directors recommends are:

Item Recommended Vote
1. Election of two directors, and FOR
2. Ratification of Ernst & Young LLP as independent auditors. FOR

We have also included a Proxy Statement that contains more information about
these items and the Annual Meeting.

We urge you to read the Notice of Meeting and Proxy Statement so that you may be
informed about the business to come before the Annual Meeting. At your earliest
convenience, please sign and return the accompanying Proxy Card in the
postage-paid envelope. To make sure your shares will be represented you should
sign and return the Proxy Card, whether or not you plan to attend the Annual
Meeting.

If you attend the Annual Meeting and wish to vote in person, the ballot that you
submit at the Annual Meeting will supersede your proxy.

We look forward to seeing you at the Annual Meeting. On behalf of the management
and directors of Hagler Bailly, Inc., we want to thank you in advance for your
continued support and confidence in 1998.

/s/ Henri-Claude Bailly
HENRI-CLAUDE BAILLY
Chairman of the Board, President and Chief
Executive Officer

(logo omitted) Hagler Bailly

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO THE OWNERS OF COMMON STOCK
OF HAGLER BAILLY, INC.:

The Annual Meeting of Stockholders ("Annual Meeting") of Hagler Bailly, Inc., a
Delaware corporation, will be held at Hagler Bailly, Inc.'s corporate
headquarters at 1530 Wilson Boulevard, Suite 400, Arlington, Virginia 22209 on
Thursday, May 14, 1998, at 2:00 p.m., Eastern Daylight Time, for the following
purposes:

1. To elect the following directors for a term of three years: Messrs. Vinod K.
Dar and Fred M. Schriever

2. To consider and take action upon a proposal to ratify the selection, by the
Audit Committee of the Board of Directors, of Ernst & Young L.L.P. as
independent auditors to audit consolidated financial statements of Hagler
Bailly, Inc. for 1998 (designated as Proposal 2 in the accompanying Proxy
Statement).

3. To transact such other business as may properly come before the meeting or
any adjournment thereof.

Stockholders of record of the Company's Common Stock, par value $0.01 per share,
at the close of business on April 3, 1998, the record date fixed by the Board of
Directors, are entitled to notice of, and to vote at, the Annual Meeting, as
more fully described in the accompanying Proxy Statement.

Stockholders who cannot attend are urged to sign, date and otherwise complete
the enclosed Proxy Card and return it promptly in the postage-paid envelope
provided. Any stockholder giving a proxy has the right to revoke it at any time
before it is voted. Any stockholder who is present at the Annual Meeting may
vote in person instead of by proxy, thereby canceling any previous proxy.

By Order of the Board of Directors,

/s/ Margaret M. Ray

MARGARET M. RAY
Assistant Secretary

EACH STOCKHOLDER IS URGED TO VOTE PROMPTLY BY SIGNING AND RETURNING THE ENCLOSED
PROXY CARD. IF A STOCKHOLDER DECIDES TO ATTEND THE MEETING, HE OR SHE MAY REVOKE
THE PROXY AND VOTE THE SHARES IN PERSON.

DEFA14A 2nd "Page" of 11 TOC 1st Previous Next Bottom Just 2nd

HAGLER BAILLY, INC.
1530 WILSON BOULEVARD
ARLINGTON, VIRGINIA 22209

APRIL 3, 1998
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 14, 1998

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Hagler Bailly, Inc. ("Hagler Bailly" or the
"Company") for use at the Annual Meeting of Stockholders (the "Annual Meeting")
to be held on Thursday, May 14, 1998 at Hagler Bailly, Inc.'s corporate
headquarters located at 1530 Wilson Boulevard, Suite 400, Arlington, Virginia,
22209 commencing at 2:00 p.m., Eastern Daylight Time, and at any adjournment or
postponement thereof, for the purpose of considering and acting upon the matters
set forth in the accompanying Notice of Annual Meeting of Stockholders ("Notice
of Meeting").

VOTING AT ANNUAL MEETING; RECORD DATE

This Proxy Statement and the accompanying Proxy Card are first being mailed to
stockholders on or about April 10, 1998 to stockholders entitled to vote at the
Annual Meeting. Proxies are solicited to give all stockholders of record on
April 3 (the "Record Date") an opportunity to vote on matters to be presented at
the Annual Meeting. Shares can be voted at the meeting only if the stockholder
is present or represented by proxy.

Only holders of record of the Company's Common Stock on April 3, 1998 will be
entitled to notice of, and to vote at, the Annual Meeting. On that date
8,869,291 shares of the Company's Common Stock were issued and outstanding. Each
share of the Company's Common Stock, par value $0.01 per share, represented at
the Annual Meeting is entitled to one vote on each matter properly brought
before the meeting.

REQUIRED VOTE

Directors are elected by a plurality of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present. All other matters that may be
submitted at the meeting shall be determined by a majority of the votes cast.

The presence in person or by proxy of the holders of a majority of the votes
entitled to be cast at the Annual Meeting is necessary to constitute a quorum.

An abstention is deemed "present" but is not deemed a "vote cast". As a result,
abstention and broker "non-votes" are not included in the tabulation of the
voting results on the election of directors or issues requiring approval of a
majority of the votes cast. A broker "non-vote" occurs when a nominee holding
shares for a beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power on that item and has not
received instruction from the beneficial owner. Broker "non-votes" and the
shares as to which a stockholder abstains are included in determining whether a
quorum is present.

PROXIES

All shares entitled to vote and represented by properly executed proxies
received prior to the Annual Meeting, and not revoked, will be voted as
instructed on those proxies. If no instructions are indicated, the shares will
be voted as recommended by the Board of Directors.

If any other matters are properly presented at the Annual Meeting for
consideration, the persons named in the enclosed form of proxy and acting
thereunder will have discretion to vote on those matters in accordance with
their own judgment to the same extent as the person signing the proxy would be
entitled to vote. In accordance with the Company's By-laws, the Annual Meeting
may be adjourned, including by the Chairman, in order to permit the solicitation
of additional proxies. The Company does not anticipate that any other matters
will be raised at the Annual Meeting.

Any proxy may be revoked at any time before it is voted by (i) filing with the
Secretary of the Company, at or before the taking of the vote at the Annual
Meeting, a written notice of revocation or a duly executed proxy, in either case
dated later than the prior proxy relating to the same shares or (ii) attending
the Annual Meeting and voting in person (although attendance at the Annual
Meeting will not of itself revoke a proxy). Any written notice of revocation or
subsequent proxy should be sent so as to be delivered to Hagler Bailly, Inc.,
1530 Wilson Boulevard, Arlington, Virginia 22209, Attention: Secretary, or hand
delivered to the Secretary, before the taking of the vote at the Annual Meeting.

A copy of the Company's Annual Report to Stockholders for the year 1997,
including financial statements, is being mailed simultaneously with the Proxy
Statement to all stockholders entitled to vote at the Annual Meeting.

DEFA14A 3rd "Page" of 11 TOC 1st Previous Next Bottom Just 3rd

ELECTION OF DIRECTORS (Item 1)

The Board of Directors is currently divided into three classes. The terms of
Class I directors expire in 1998, those of Class II directors expire in 1999 and
those of Class III directors in 2000. The directors of each class are elected
for a three-year term. The Board of Directors proposes the two nominees listed
below for election as directors to serve until the 2001 Annual Meeting and until
their successors are elected and qualified or until their earlier resignation or
removal. Each nominee is currently a director. The persons named in the enclosed
proxy intend to vote such proxy for the election of each of the two nominees
named below, unless the stockholder indicates on the proxy that the vote should
be withheld from any or all of the nominees. The terms of the other directors
will expire at the Company's Annual Meetings of Stockholders in 1999 and 2000,
as indicated above.

The Company expects each nominee for election as a director at the Annual
Meeting to be able to accept such election. If any nominee is unable to accept
such election, proxies will be voted in favor of the remainder of those
nominated and may be voted for substitute nominees. A brief listing of the
principal occupation, other major affiliations and age of each nominee and each
director follows.

Nominees for Election at This Meeting to Terms Expiring in 2001

--------------------------------------------------------------------------------
Fred M. Schriever Director since 1995
Age 67

Mr. Schriever retired in April 1996 from RCG International, Inc. ("RCG").
Mr. Schriever was employed by RCG in various positions since 1971, most
recently as its Chairman and Chief Executive Officer. Prior to joining RCG,
Mr. Schriever was a partner of Booz Allen & Hamilton. Since 1996, Mr.
Schriever has been a consultant to various industry groups. Mr. Schriever is
a Fellow of both the Institute of Directors and the Institute of Management
Consultants in the United Kingdom. Mr. Schriever is also a member of both
the United States Institute of Management Consultants and the American
Society of Mechanical Engineers, and is a Certified Management
Consultant. Mr. Schriever earned Bachelor and Master's degrees from Polytechnic
University.

Member of the Executive Compensation Committee, the Audit Committee and the
Stock Option Committee of the Board of Directors.

--------------------------------------------------------------------------------
Vinod K. Dar Director since 1997
Age 46

Mr. Dar is one of the original founders of the Company. He rejoined the
Company in 1995 and leads its corporate strategy and management consulting
practice. After leaving the Company in 1984, Mr. Dar was employed in various
senior executive positions in the energy industry. From 1984 to 1989, Mr. Dar
was Executive Vice President and a director of Hadson Corporation and Chief
Executive Officer of Hadson Gas Systems. In 1990, Mr. Dar was Senior Vice
President of American Exploration Company. From mid 1990 to 1992, Mr. Dar was
a Managing Director of Dar & Company. From 1992 to 1994, Mr. Dar was the
Chairman of Sunrise Energy Services. From 1994 to 1995, Mr. Dar was Senior
Advisor to the Company. From 1978 to 1980, Mr. Dar was a Senior Associate
with Resource Planning Associates. Mr. Dar holds a Bachelor of Science
degree in Engineering and a Master of Science degree in Management and
Finance from the Massachusetts Institute of Technology. Mr. Dar serves as a
director and chairman of the Compensation Committee of HarCor Energy,independent
oil and gas company traded on The Nasdaq Stock MarketSM.
--------------------------------------------------------------------------------

Incumbent Directors - Term Expiring 1999

--------------------------------------------------------------------------------
Robert W. Fri Director since 1995
Age 62

Mr. Fri has served as a member of the Board of Directors of the Company since
May 1995. Mr. Fri is currently director of the National Museum of Natural
History at the Smithsonian Institution, and Senior Fellow Emeritus at Resources
for the Future, where he served as President from 1986 to 1995. Mr. Fri is a
director of American Electric Power Company, a member of the University of
Chicago Board of Governors for the Argonne National Laboratory and a trustee of
Science Service, Inc., publisher of Science News and organizer of the
Westinghouse Science Talent Search. In 1971, Mr. Fri became the First Deputy
Administrator of the United States Environmental Protection Agency. In 1975,
President Ford appointed Mr. Fri as the Deputy Administrator of the United
States Energy Research and Development Administration. Mr. Fri served as acting
administrator of both agencies for extended periods. From 1978 to 1986, Mr. Fri
operated Energy Transition Corporation. Mr. Fri began his career with McKinsey &
Company, where he was elected a Principal. Mr. Fri earned a Bachelor of Arts
degree in Physics from Rice University and a Masters degree in Business
Administration from Harvard University.

Member of the Executive Compensation Committee, the Audit Committee and the
Stock Option Committee of the Board of Directors.

--------------------------------------------------------------------------------
Michael D. Yokell Director since 1995
Age 51

Mr. Yokell has been employed by the Company in various positions since 1987, and
currently leads the Company's economic analysis and litigation support practice.
Mr. Yokell served as President of the Company's predecessor, RCG/Hagler Bailly,
Inc., from 1988 to 1995. Mr. Yokell was the President of Energy and Resource
Consultants ("ERC"), a corporation acquired by the Company in 1987. Before
entering management consulting, Mr. Yokell taught Economics at the University of
California, Berkeley and Washington State University and was a Senior Economist
at the United States Department of Energy. Mr. Yokell earned Ph.D. and Masters
degrees in Economics from the University of Colorado and a Bachelor of Science
degree in Physics from the Massachusetts Institute of Technology. Mr. Yokell
serves on the Board of Directors of the Keystone Energy Center.

Incumbent Directors - Term Expiring 2000

--------------------------------------------------------------------------------
Henri-Claude Bailly Director since 1995
Age 51

Mr. Bailly has served as the Company's Chief Executive Officer since the Company
was founded in 1980, as President of the Company from 1984 to 1987 and from May
1995 to date, and as Chairman of the Board from 1984 to date. From September
1984 to May 1995, Mr. Bailly was also employed by RCG in a series of management
positions, and ended his tenure there as Senior Vice President and director of
RCG, and Chairman of the Board and Chief Executive Officer of RCG/HB. From 1972
to 1980, Mr. Bailly was employed in successive positions from Associate to
Managing Director of Resource Planning Associates, an international energy,
utilities and environmental management consulting firm. Mr. Bailly holds a
Masters of Business Administration degree from Harvard University and Bachelor
and Master of Architecture degrees from the University of Washington. Mr. Bailly
serves on the Board of Directors of the United States Energy Association and was
appointed as a member of the National Coal Council.

Member of the Executive Compensation Committee of the Board of Directors.

--------------------------------------------------------------------------------

Richard H. O'Toole Director since 1997
Age 51

Mr. O'Toole is currently a Director of ABB Europe Limited. Mr. O'Toole has
extensive international experience on trade, investment and regulatory issues
and has also acted as advisor and consultant to a variety of public and private
sector organizations. A former diplomat, Mr. O'Toole has served in posts in
Paris, Geneva and Brussels. From 1976 to 1979, Mr. O'Toole was Special Assistant
in the Office of Executive Director of the OECD's International Energy Agency.
From 1979 to 1982, Mr. O'Toole was European Correspondent in the Political
Division of the Irish Foreign Ministry. He was Irish Deputy Permanent
Representative to the United Nations in Geneva from 1983 to 1984. In 1985, Mr.
O'Toole was nominated Chef de Cabinet in the European Commission with
responsibilities in the areas of competition policy, institutional issues and
social policy. In 1989 he joined GPA Group plc and became Managing Director of
its GPA Technologies Division. From 1993 to 1995 he was appointed Assistant
Director General of the General Agreement on Tariffs and Trade (GATT) where he
was a leading member of the Secretariat team supervising the conclusion of the
Uruguay Round of trade negotiations and the creation of the World Trade
Organization (WTO) as a successor to the GATT arrangements. Mr. O'Toole earned a
Bachelor and Masters of Science degrees from University College, Galway.

--------------------------------------------------------------------------------
Alain M. Streicher Director since 1995
Age 49

The Company has employed Mr. Streicher in various management positions since it
was founded in 1980. Since October 1997, Mr. Streicher has served as Acting
Chief Operating Officer of Hagler Bailly, Inc., and since January 1997, has
served as the Chief Executive Officer of Hagler Bailly Services, Inc. and leads
the Company's energy and infrastructure planning and development practice. Mr.
Streicher has served as a member of the Board of Directors of the Company since
May 1995. From 1976 to 1980, Mr. Streicher was Chief Energy Analyst at the CEREN
in Paris. Mr. Streicher holds a Bachelor of Science degree in Physics and
Chemistry from the University of Orleans (France) and a Masters degree in
Physics from the University of Grenoble (France) and a Masters degree in
Industrial Management from the Ecole des Mines in Paris (France).

DEFA14A 4th "Page" of 11 TOC 1st Previous Next Bottom Just 4th

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has designated three principal standing committees.

The AUDIT COMMITTEE, established in 1997 after the Company became a
publicly-traded company, consists of two members, both of whom are independent,
non-employee directors. Members of the committee are Messrs. Fred M. Schriever
and Robert W. Fri. The Audit Committee met once in 1997. The Audit Committee
reviews the qualifications of Hagler Bailly's independent auditors, makes
recommendations to the Board of Directors regarding the selection of independent
auditors, reviews the scope, fees and results of any audit and reviews non-audit
services and related fees provided by the independent auditors.

The EXECUTIVE COMPENSATION COMMITTEE consists of three members, two of whom are
independent, non-employee directors. Members of the committee are Messrs.
Henri-Claude Bailly, Fred M. Schriever and Robert W. Fri. The Executive
Compensation Committee met twice during 1997. This committee is responsible for
the administration of all salary and incentive compensation plans for the
executive officers and directors who are employees of Hagler Bailly, Inc.,
including bonuses, and also reviews and approves the compensation, including
bonus awards, for officers of Hagler Bailly Inc.'s five operating subsidiaries.
Its Report on Executive Compensation is set forth herein under the caption
"Compensation Committee Report on Compensation of Executive Officers of the
Company."

The STOCK OPTION COMMITTEE has two members, both of whom are independent,
non-employee directors. Members of the committee are Messrs. Fred M. Schriever
and Robert W. Fri. The Stock Option Committee did not meet during 1997. This
committee administers the Hagler Bailly, Inc. Employee Incentive and
Non-Qualified Stock Option and Restricted Stock Plan (the "Stock Option Plan").

The Board of Directors does not have a nominating committee. The entire Board of
Directors makes the selection of nominees for the Board of Directors.

During 1997, the Board of Directors met eight times and no incumbent director
attended fewer than 75% of the total number of meetings of the Board of
Directors and the committees of which he was a member.

DIRECTOR COMPENSATION

Directors who are not executive officers of the Company are paid a fee of $1,000
for each Board meeting attended in person, and all directors are reimbursed for
travel expenses incurred in connection with attending board and committee
meetings. Directors are not entitled to additional fees for serving on
committees of the Board of Directors. Messrs. Schriever, Fri and O'Toole, each
non-employee directors of the Company, were granted options to purchase 8,186,
8,186, and 3,000 shares of Common Stock, respectively, in 1997. Pursuant to the
terms of the Stock Option Plan, subsequent to the Company's initial public
offering, each director of Hagler Bailly who is not otherwise employed by the
Company is granted an option at the time of each annual election of directors to
purchase 3,000 shares of the Company's Common Stock.

SECURITY OWNERSHIP

Set forth below is the name, address, stock ownership and voting power of each
person or group of persons known by the Company to own beneficially more than
five percent (5%) of the outstanding shares of the Company's Common Stock (all
information is as of March 2, 1998).

· Enlarge/Download Table

Name and Address Amount and Nature of
----------------- ----------------------------------------------- Beneficial Ownership Percent of Class

Title of Class of Beneficial Owner
Common Stock FMR Corp. (1) 787,500 8.88
82 Devonshire Street, Boston, MA 02109
------------------ ------------------------------------------------ ---------------------------- --------------------
Common Stock Henri-Claude Bailly (2) 824,336 9.29
c/o Hagler Bailly, Inc.
1530 Wilson Blvd., Arlington, VA 22209
------------------ ------------------------------------------------ ---------------------------- --------------------
Common Stock Vinod K. Dar (3) 468,631 5.28
c/o Hagler Bailly, Inc.
1530 Wilson Blvd., Arlington, VA 22209
------------------ ------------------------------------------------ ---------------------------- --------------------
Common Stock Alain M. Streicher (4) 490,677 5.53
c/o Hagler Bailly, Inc.
1530 Wilson Blvd., Arlington, VA 22209
------------------ ------------------------------------------------ ---------------------------- --------------------
Common Stock Michael D. Yokell (5) 615,389 6.94
c/o Hagler Bailly, Inc.
1530 Wilson Blvd., Arlington, VA 22209
------------------ ------------------------------------------------ ---------------------------- --------------------
<FN>

(1) On February 10, 1998, FMR Corp. filed a Schedule 13G with the
Securities and Exchange Commission reporting beneficial ownership of
787,500 shares of the Company's Common Stock.
(2) Includes 72,500 shares of Common Stock held in trust by Mr. Bailly and
Mr. Streicher on the behalf of Mr. Streicher's children, and options to
purchase 303,692 shares of the Company's Common Stock which are
currently exercisable or exercisable within 60 days of March 2, 1998.
(3) Includes 345,754 shares of Common Stock held in the Hagler Bailly, Inc.
Deferred Compensation Plan Trust for Mr. Dar's benefit.
(4) Includes 72,500 shares of Common Stock held in trust by Mr. Bailly and
Mr. Streicher on behalf of Mr. Streicher's children and options to
purchase 117,580 shares of the Company's Common Stock which are
currently exercisable or exercisable within 60 days of March 2, 1998.
(5) Includes 29,389 shares of Common Stock held by Mr. Yokell in trust on
behalf of his children. Excludes 100,817 shares held by an exchange
fund with respect to which Mr. Yokell may have certain voting rights.
</FN>

DEFA14A 5th "Page" of 11 TOC 1st Previous Next Bottom Just 5th

The following table sets forth certain information regarding the beneficial
ownership of Hagler Bailly Common Stock at March 2, 1998, by (i) each director,
the Chief Executive Officer and the four most highly paid executive officers
during the year ended December 31, 1997 (the "Named Executive Officers") and
(ii) all executive officers and directors as a group.

· Enlarge/Download Table

Name and Address Amount and Nature of
Title of Class ----------------------------------------------- Beneficial Ownership Percent of Class
of Beneficial Owner
------------------

Common Stock Henri-Claude Bailly (1) 824,336 9.29
c/o Hagler Bailly, Inc.
1530 Wilson Blvd., Arlington, VA 22209
------------------ ------------------------------------------------ ---------------------------- --------------------
Common Stock Vinod K. Dar (2) 468,631 5.28
c/o Hagler Bailly, Inc.
1530 Wilson Blvd., Arlington, VA 22209
------------------ ------------------------------------------------ ---------------------------- --------------------
Common Stock Robert W. Fri (3) 12,242 0.14
c/o Hagler Bailly, Inc.
1530 Wilson Blvd., Arlington, VA 22209
------------------ ------------------------------------------------ ---------------------------- --------------------
Common Stock Richard H. O'Toole (4) 3,000 0.03
c/o Hagler Bailly, Inc.
1530 Wilson Blvd., Arlington, VA 22209
------------------ ------------------------------------------------ ---------------------------- --------------------
Common Stock Daniel M. Rouse (5) 12,087 0.14
c/o Hagler Bailly, Inc.
1530 Wilson Blvd., Arlington, VA 22209
------------------ ------------------------------------------------ ---------------------------- --------------------
Common Stock Fred M. Schriever (6) 24,398 0.28
c/o Hagler Bailly, Inc.
1530 Wilson Blvd., Arlington, VA 22209
------------------ ------------------------------------------------ ---------------------------- --------------------
Common Stock Alex M. Steinbergh 7,206 0.08
c/o HB Capital, Inc.
77 Franklin Street, Boston, MA 02110
------------------ ------------------------------------------------ ---------------------------- --------------------
Common Stock Alain M. Streicher (7) 490,677 5.53
c/o Hagler Bailly, Inc.
1530 Wilson Blvd., Arlington, VA 22209
================== ================================================ ============================ ====================
Common Stock Michael D. Yokell (8) 615,389 6.94
c/o Hagler Bailly, Inc.
1530 Wilson Blvd., Arlington, VA 22209
================== ================================================ ============================ ====================
2,507,478
All Directors and Executive Officers as a Group 28.27

=================================================================== ============================ ====================
<FN>

(1) Includes 72,500 shares of Common Stock held in trust by Mr. Bailly and
Mr. Streicher on the behalf of Mr. Streicher's children, and options to
purchase 303,692 shares of the Company's Common Stock which are
currently exercisable or exercisable within 60 days of March 2, 1998.
(2) Includes 345,754 shares of Common Stock held in the Hagler Bailly, Inc.
Deferred Compensation Plan Trust for Mr. Dar's benefit.
(3) Includes options to purchase 11,642 shares of the Company's Common
Stock, which are currently exercisable or exercisable within 60 days of
March 2, 1998.
(4) Consists of options to purchase 3,000 shares of the Company's Common
Stock, which are currently exercisable or exercisable within 60 days of
March 2, 1998.
(5) Consists of options to purchase 12,087 shares of the Company's Common
Stock, which are currently exercisable or exercisable within 60 days of
March 2, 1998.
(6) Excludes 50,000 shares of Common Stock held by Mr. Schriever's spouse,
as to which Mr. Schriever disclaims beneficial ownership. Includes
options to purchase 8,186 shares of the Company's Common Stock, which
are currently exercisable or exercisable within 60 days of March 2,
1998.
(7) Includes 72,500 shares of Common Stock held in trust by Mr. Bailly and Mr. Streicher on behalf of Mr.
Streicher's children.
(8) Includes 29,389 shares of Common Stock held by Mr. Yokell in trust on
behalf of his children. Excludes 100,817 shares held by an exchange
fund with respect to which Mr. Yokell may have certain voting rights.
</FN>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent
(10%) of a registered class of the Company's equity securities, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). SEC regulations require the Company's executive officers,
directors and greater than ten percent (10%) stockholders to furnish the Company
with copies of the reports they are required to file. Based solely on a review
of the copies of such reports furnished to the Company, the Company believes
that during 1997, its executive officers, directors, and greater than ten
percent (10%) beneficial owners complied with all applicable Section 16(a)
filing requirements, except that one report with respect to each of Messrs.
Bailly, Fri, O'Toole and Yokell was filed late.

DEFA14A 6th "Page" of 11 TOC 1st Previous Next Bottom Just 6th

COMPENSATION COMMITTEE REPORT ON COMPENSATION OF EXECUTIVE OFFICERS OF THE
COMPANY

The Executive Compensation Committee of the Company's Board of Directors (the
"Committee") is responsible for (i) establishing compensation programs for
executive officers of the Company designed to attract, motivate and retain key
executives responsible for the Company's success; (ii) administering and
maintaining such programs in a manner that will benefit the long-term interests
of the Company and its stockholders; and (iii) determining the compensation of
the Company's Chief Executive Officer. The Committee is composed of two
directors who have never served as employees of the Company and the Company's
Chief Executive Officer. The Company's Chief Executive Officer does not vote on
matters relating to his own compensation.

The Committee has furnished this report on executive compensation to clearly
describe the philosophy that underlies the cash and equity-based components of
the Company's executive compensation program. It also describes the details of
each element of the program, as well as the rationale for compensation paid to
the Company's Chief Executive Officer and its executive officers in general.

Compensation Philosophy

The Committee believes that the Company's executive officer compensation should
be determined according to a competitive framework and based on overall
financial results, individual contributions and teamwork that help build value
for the Company's stockholders. Within this overall philosophy, the Committee
bases the compensation program on the following principles:

P The Committee considers it essential to the vitality of the
Company that the total compensation opportunity for executive
officers remains competitive with similar companies in order
to attract and retain the talent needed to manage and build
the Company's business.

P Compensation is tied to performance. A significant part of the
total compensation opportunity is at risk, to be earned only
if specific goals are met. Incentive compensation is designed
to reinforce the achievement of both short- and long-term
corporate objectives.

P Executives' interest in the business should be directly linked
to the interests and benefits received by the Company's
stockholders.

The process used by the Committee in determining Chief Executive Officer
compensation levels for all of these components is based upon the Committee's
subjective judgment and takes into account both qualitative and quantitative
factors. No weights are assigned to such factors with respect to any
compensation component. The Chief Executive Officer makes the compensation
decisions for the Company's other key executive officers. However, the Committee
may make recommendations concerning such officers.

The compensation program has three elements: annual base salary; annual bonuses;
which are based on the Company attaining certain performance objectives; and
awards under a long-term incentive compensation plan, which are based on both
Company performance and individual performance. The Committee has approved these
elements of compensation to ensure the Company's total compensation program is
comparable to and competitive with that of other companies of similar size.

Annual Compensation

Annual compensation for executives at Hagler Bailly is comprised of base salary
and bonus, an approach consistent with the compensation programs of most leading
management consulting firms.

Effective January 1, 1997, the Committee approved new base salaries for Named
Executive Officers. The new annual base salaries range from $175,000 to
$375,000.

Effective January 1, 1997, in addition to their base salaries, the Named
Executive Officers may also be awarded bonuses based on the attainment of
certain financial and non-financial performance criteria. The Committee
determines bonus awards for Executive Officers of Hagler Bailly, under the
Hagler Bailly Annual Bonus Plan. In the future, the Committee will determine the
terms of employment for Executive Officers of Hagler Bailly on an annual basis.
Compensation, including bonus awards, for the Chief Executive Officer and Senior
Vice Presidents of Hagler Bailly's three operating subsidiaries will be
determined by the Chief Executive Officer of Hagler Bailly, and reviewed and
approved by the Committee. For further information concerning annual bonuses,
see "1997 Annual Bonus Determinations" below.

Payment of any bonus is in cash as soon as determinable after year-end of the
calendar year in which it was earned. The bonus is forfeited if employment is
terminated before the last day of the calendar year in which it was earned.

The Chief Executive Officer's salary, bonus and long-term awards follow the
policies set forth above. For the 1997 fiscal year, Mr. Bailly received $375,000
in base salary payments. Mr. Bailly was awarded a bonus in the amount of
$125,000. In addition, he received option grants of Hagler Bailly Common Stock
under the Stock Option Plan in the amount of 97,509 and 75,367 shares at
exercise prices of $6.10 and $6.71, respectively.

The Committee also approved the compensation of the Company's other executive
officers for 1997, following the principles and procedures outlined in this
report.

1997 Annual Bonus Determinations

Each year Hagler Bailly sets aside a percentage of its consolidated income
before bonuses and taxes ("IBBT") to fund a Company-wide bonus pool. All
full-time and part-time regular employees who have at least six months of
service are eligible for a bonus.

Annual cash bonuses are funded from a pool whose size depends on the overall
financial performance of Hagler Bailly, and management reserves the right not to
award any bonuses in any year. Starting January 1, 1997, the Board of Directors
has determined that a maximum of 40.0% of IBBT will be set aside for bonuses.
Except as noted above for Executive Officers, the Chief Executive Officer and
Senior Vice Presidents of Hagler Bailly's subsidiaries, management determines
the extent of any award made to an employee based on certain performance
criteria.

Stock Options

The Board of Directors has adopted the Stock Option Plan. The Stock Option Plan
is designed to enhance the long-term profitability and stockholder value of
Hagler Bailly by offering Hagler Bailly Common Stock to those individuals who
are key to the growth and success of Hagler Bailly, to attract and retain
executives with experience and ability on a basis competitive with industry
practice, and to encourage executive to acquire and maintain stock ownership in
Hagler Bailly.

The Stock Option Committee of the Board of Directors administers the Stock
Option Plan. The Stock Option Committee has authority (i) to grant Awards (as
defined below) under the Stock Option Plan; (ii) to make all interpretations and
determinations affecting the Stock Option Plan; and (iii) to determine the
individuals to whom Awards are granted, the amount of such Award, any applicable
vesting schedule, and any other terms of an Award.

Participation in the Stock Option Plan is limited to employees of Hagler Bailly
and independent consultants of Hagler Bailly who are selected from time to time
by the Board of Directors or the Stock Option Committee. Non-employee directors
of Hagler Bailly, Inc. also receive automatic awards under Stock Option Plan.
See "Director Compensation" above. Awards under the Stock Option Plan may be in
the form of incentive stock options that meet the requirements under Section 422
of the Internal Revenue Code, "nonqualified" stock options, and restricted stock
grants (collectively, "Awards"). Any Award issued under the Stock Option Plan
that is forfeited, expired, canceled or terminated prior to vesting or exercise
will again become available for grant under the Stock Option Plan.

The maximum number of shares of Hagler Bailly Common Stock that may be issued
and sold under the Stock Plan is 3,200,000 shares.

As of December 31, 1997, Awards made under the Stock Option Plan to employees
and consultants to purchase an aggregate of 1,097,583 of the Company's Common
Stock were outstanding at exercise prices per share ranging from $0.16 to
$20.125.

The Executive Compensation Committee

/s/Henri-Claude Bailly
/s/Fred M. Schriever
/s/Robert W. Fri

HENRI-CLAUDE BAILLY
FRED M. SCHRIEVER
ROBERT W. FRI

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COMPENSATION INTERLOCKS AND INSIDER PARTICIPATION

The Executive Compensation Committee of the Company is composed of two
independent, non-employee directors and Henri-Claude Bailly, the Chairman of the
Board, President and Chief Executive Officer.

EXECUTIVE COMPENSATION SUMMARY TABLE

The following table sets forth certain information with respect to the annual
and long-term compensation paid to the President and Chief Executive Officer and
the Named Executive Officers.

Summary Compensation Table

· Enlarge/Download Table
Annual Long-Term

Compensation Compensation
All Other
------ ----------- Bonus ----------------- ----------------
Name and Principal Position ($) Options/ Compensation ($)
Year Salary ($) SARs (#)
---------------------------------------------

Henri-Claude Bailly 1997 $375,000 $125,000 172,876 $64,357(1)
President, Chief Executive Officer and 1996 325,000 606,954 51,863 107,126(2)
Chairman of the Board of Hagler Bailly, Inc.
---------------------------------------------
--------------------------------------------- ------- ------------ ------------- ------------------ -----------------
Daniel M. Rouse 1997 175,945 62,500 20,745 26,025(3)
Vice President, Chief Financial Officer and 1996 134,335 110,683 -- 13,931(4)
Treasurer of Hagler Bailly, Inc.
--------------------------------------------- ------- ------------ ------------- ------------------ -----------------
Vinod K. Dar 1997 352,694 140,000 -- 13,357(4)
Senior Vice President and Managing Director 1996 308,753 -- -- 467,931(5)
of Hagler Bailly Consulting, Inc.
--------------------------------------------- ------- ------------ ------------- ------------------ -----------------
Alain M. Streicher 1997 225,880 115,000 -- 14,357(4)
Acting Chief Operating Officer of Hagler 1996 176,357 270,245 -- 13,931(4)
Bailly, Inc., Chief Executive Officer and
Managing Director of Hagler Bailly
Services, Inc.
--------------------------------------------- ------- ------------ ------------- ------------------ -----------------
Alex M. Steinbergh 1997 210,543 59,474 -- --
Chief Executive Officer of HB Capital, Inc. 1996 -- -- -- --
--------------------------------------------- ------- ------------ ------------- ------------------ -----------------
<FN>

(1) Represents $50,000 paid pursuant to Mr. Bailly's employment agreement
and $14,357 in matching payments and profit sharing under the Company's
401(k) Profit Sharing Plan. See "Employment Arrangements" below.
(2) Represents $93,195 paid pursuant to Mr. Bailly's employment agreement and $13,931 in matching payments
and profit sharing under the Company's 401(k) Profit Sharing Plan.
(3) Represents $11,668 paid for as compensation deducted from accrued paid leave hours and $14,347 in
matching payments and profit sharing under the Company's 401(k) Profit Sharing Plan.
(4) Represents matching payments and profit sharing under the Company's 401(k) Profit Sharing Plan.
(5) Represents $454,000 paid to the Hagler Bailly, Inc. Deferred Compensation Plan Trust for Vinod K. Dar
and $13,931 in matching payments and profit sharing under the Company's
401(k) Profit Sharing Plan. In September 1996, the Company adopted the
Hagler Bailly, Inc. Deferred Compensation Plan Trust for Vinod K. Dar,
an individual deferred compensation plan for Vinod K. Dar, a Senior
Vice President of Hagler Bailly Consulting, Inc. Pursuant to this plan,
the Company contributed $454,000 of Mr. Dar's compensation payable for
services performed to a trust created for his benefit. The trust used
such deferred compensation to purchase 345,754 shares of Hagler Bailly
Common Stock from the Company at a price of $1.31 per share. Subject to
the terms of the trust, including upon Mr. Dar's termination of
employment or in the event of a change in control, Mr. Dar will receive
a distribution of 345,745 shares of Hagler Bailly Common Stock from the
trust.

</FN>

STOCK OPTION GRANTS DURING 1997

The following table presents information with respect to stock option grants
during the year ended December 31, 1997 to the Named Executive Officers.

Option/SAR Grants in Last Fiscal Year

· Enlarge/Download Table

Potential Realizable
-------------------------------------------------------------------------------------------- Value Assumed Annual
Rate of Stock Price
Appreciation for
Option Term (1)

Individual Grants

Number of % of Total
------------------------ Securities Options/SARs -------------
Underlying -------------------
Option/SARs Granted to Exercise ------------
Granted (#) Employees ------------- Expiration 5% ($) 10% ($)
Name in Fiscal Year Or Base Date
Price ($/Sh)

Henri-Claude Bailly 97,509(2) 14% $6.10 01/17/07 $374,070 $947,966
75,367(3) 11% 6.71 01/17/02 139,719 308,743

Daniel M. Rouse 20,745 3% 6.10 01/17/07 79,583 201,679

Vinod K. Dar -- -- -- -- --
--

Alain M. Streicher -- -- -- -- --
--
-- -- -- -- --
Alex M. Steinbergh --
<FN>

(1) The potential realizable value is calculated based on the five-year
term for Mr. Bailly's option to purchase 75,367 shares, and on the
ten-year term for Mr. Bailly's and Mr. Rouse's options to purchase
97,509 and 20,745 shares, respectively. It is calculated by assuming
that the stock price on the date of grant appreciates from the exercise
price at the indicated annual rate, compounded annually for the entire
term of the option.
(2) Non-qualified options granted pursuant to the Company's Stock Option
Plan, with an exercise price based on Fair Market Value as determined
by an independent third party appraisal.
(3) Incentive stock options granted pursuant to the Company's Stock Option
Plan, with an exercise price based on 110% of the Fair Market Value as
determined by an independent third party appraisal.
</FN>

STOCK OPTION EXERCISES AND VALUES IN 1997

The following table sets forth the number of shares covered by exercisable and
unexercisable options held by the Named Executive Officers on December 31, 1997
and the aggregate gains that would have been realized had these options been
exercised on December 31, 1997, even though the options were not exercised, and
the unexercisable options could not have been exercised on December 31, 1997.
The Named Executive Officers during the fiscal year ended December 31, 1997
exercised a total of 72,213 stock options.

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Aggregate Option Exercises During 1997
And Values on December 31, 1997

· Enlarge/Download Table

Number of Securities Value of Unexercised
--------------------------------- In-the-Money Options/SARs at
Underlying Unexercised FY-End
Options/SARs at FY-End ($)(1)
(#)
Shares
----------------------- Acquired on ----------------- -------------- ----------------
Exercise (#)
--------------
Value Realized Exercisable
Name Unexercisable Exercisable Unexercisable
------------------------

Henri-Claude Bailly 17,000 $356,065(2) 234,542 -- $5,234,977 --
34,575 174,258(3) -- -- -- --
17,288 85,403(4) -- -- -- --
9,795 65,572 154,663 $1,035,382
24,780 72,729 406,392 1,192,756
------------------------
Daniel M. Rouse -- -- 12,087 20,745 270,024 340,218
------------------------
Vinod K. Dar
------------------------
Alain M. Streicher 3,350 74,839(5) 117,580 -- 2,626,737 --
------------------------
Alex M. Steinbergh -- -- -- -- -- --
<FN>

(1) Options are in-the-money if the market value of the shares covered
thereby is greater than the option exercise price. Value is calculated
based on the fair market value of the Common Stock at December 31, 1997
of $22.50 (as reported on The Nasdaq Stock MarketSM), less the exercise
price.
(2) Value is calculated based on the fair market value of the Common Stock at December 22, 1997 (date of
exercise) of $21.125 (as reported on The Nasdaq Stock MarketSM), less the exercise price.
(3)(4) Value is calculated based on fair market value of Common Stock at
January 23, 1997 (date of exercise), of $6.10 (as determined by an
independent third party appraisal), less the exercise price.
(5) Value is calculated based on the fair market value of the Common Stock at December 31, 1997 (date of
exercise) of $22.50 (as reported on The Nasdaq Stock MarketSM), less the exercise price.
</FN>

EMPLOYMENT ARRANGEMENTS

The Company entered into an employment agreement with Mr. Bailly on May 25, 1995
in connection with the management repurchase of the Company from RCG and such
agreement was amended and restated effective upon consummation of Hagler
Bailly's initial public offering (the "Agreement"). Mr. Bailly will serve as
Chairman of the Board and Chief Executive Officer of the Company and Hagler
Bailly Consulting, Inc. (or such other position mutually agreed upon) for a term
of three (3) years (ending July 9, 2000) and will receive for his services an
initial base salary of $375,000 per year, subject to increase each January 1 by
an amount that is no less than greater of 5.0% over the annual rate of base
salary in effect the preceding year, and the increase in the Consumer Price
Index for the year. Mr. Bailly is entitled to a bonus for each calendar year
equal to an amount determined by the Executive Compensation Committee of the
Board of Directors. Mr. Bailly is also entitled to receive, from time to time,
options to purchase Hagler Bailly Common Stock pursuant to the Stock Option Plan
as determined by the Stock Option Committee of the Board of Directors. Mr.
Bailly is entitled to participate in all of the benefit programs, which are
presently or may in the future be provided by the Company. In addition, Mr.
Bailly is also entitled to a bonus equal to the average bonus percentage
received during the term of the Agreement multiplied by his then current base
salary if his employment is terminated without cause or upon a change in control
(as defined in the Agreement).

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Daniel M. Rouse, Vice President and Chief Financial Officer of the Company, was
indebted to the Company in the amount of $287,427.14 at December 31, 1997. This
amount consisted of $74,496.63 constituting the outstanding balance on a
personal loan incurred prior to 1997. Interest was payable on this loan at the
rate of 8.5 percent. The remainder consisted of $5,315.14 in accrued interest
and $206,930.51 of bonus advances and charges to Mr. Rouse's personal account
made in the course of 1997, on which no interest was paid during 1997. The
largest aggregate amount of Mr. Rouse's debt outstanding to the Company during
1997 was $287,427.14. All of Mr. Rouse's indebtedness was combined into one loan
on February 2, 1998 with an interest rate of eight percent (8%) per annum and a
five (5) year term. Mr. Rouse repaid this loan in full on March 25, 1998.

Alain M. Streicher, a director and Senior Vice President of the Company, was
indebted to the Company in the amount of $103,422.26 on December 31, 1997. This
amount consisted of an outstanding balance of $21,295.26 on a loan established
in 1995 with an interest rate of 9.0 percent per year and accrued interest of
$7,109. The remainder of $75,000 constituted an advance on a bonus, bore no
interest and was for an indeterminate term. The largest aggregate amount of Mr.
Streicher's debt to the Company during 1997 was $181,809. The outstanding amount
of Mr. Streicher's indebtedness is currently $100,571.54.

Michael D. Yokell, a director and Senior Vice President of the Company's wholly
owned subsidiary, Hagler Bailly Consulting, Inc., obtained a loan of $500,000
from the Company in April 1997. The loan had an interest rate of 8.45 percent
and was repaid in full in June 1997. The largest aggregate amount of Mr.
Yokell's indebtedness to the Company during 1997 was $500,000.

DEFA14A 10th "Page" of 11 TOC 1st Previous Next Bottom Just 10th

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS

Set forth below is a line graph comparing the percentage change in the
cumulative total stockholder return on Hagler Bailly Common Stock against The
Nasdaq Stock MarketSM ("Nasdaq") and a group of "Peer Issuers". For these
purpose, Hagler Bailly has chosen the following Peer Issuers: The Metzler Group,
Inc. ("Metzler"), Forrester Research, Inc. ("Forrester"), and Superior
Consultant Holdings, Inc. ("Superior") (collectively, "Peer Group"). These
companies provide professional management consulting services and are
competitors of Hagler Bailly.

The total returns assumes that dividends were reinvested monthly and is based on
a $100 investment on December 31, 1996. The stock performance shown below is not
necessarily indicative of future price performance.

PERFORMANCE GRAPH

Comparison of Fiscal Year 1997 Total Return among Hagler Bailly, Nasdaq Stock
MarketSM, & Peer Group (object omitted)

Month Hagler
Bailly(1) Nasdaq Peer
Dec-96 100 100 100
Jan-97 100 107 91
Feb-97 100 94 85
Mar-97 100 93 83
Apr-97 100 103 98
May-97 100 111 81
Jun-97 100 103 87
Jul-97 125 111 105
Aug-97 116 100 108
Sep-97 124 106 107
Oct-97 83 95 84
Nov-97 106 100 68
Dec-97 118 98 116

(1) Hagler Bailly's common stock trades on The Nasdaq Stock MarketSM under the
symbol HBIX. Hagler Bailly's common stock began trading on The Nasdaq Stock
MarketSM on July 3, 1997, the date of Hagler Bailly's Initial Public Offering.

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS (Item 2)

The Audit Committee of the Board of Directors each year selects and engages on
behalf of the Company independent auditors to audit the consolidated financial
statements of the Company for such year. The Board of Directors has directed
that the Audit Committee's selection of independent auditors for fiscal year
ending December 31, 1998 shall be submitted for ratification or rejection at the
Annual Meeting. Stockholder approval is not required for the appointment of
independent auditors, since the Board of Directors has the responsibility for
selecting independent auditors. The appointment is, however, being submitted for
approval at the Annual Meeting. If the stockholders should reject the selection
of the Audit Committee, the Board of Directors would reconsider the selection.

The Audit Committee has selected Ernst & Young L.L.P. ("Ernst &Young"), to audit
the consolidated financial statements of the Company for the year 1998. This
firm has audited the Company's financial statements since the Company's
inception and is considered well qualified. Representatives of Ernst & Young are
expected to be present at the meeting with the opportunity to make a statement
and to respond to appropriate questions.

The Company will present to the meeting the following resolution:

"RESOLVED: That the selection, by the Audit Committee of the Board of Directors,
of Ernst & Young L.L.P. as independent auditors to audit the consolidated
financial statements of the Company for 1998 be and hereby is ratified."

Spaces are provided in the accompanying form of proxy for specifying approval,
disapproval or abstention as to this proposal, which is identified as Proposal
2.

Recommendation of the Board of Directors

The Board of Directors of the Company recommends a vote FOR the proposal to
ratify the appointment of Ernst & Young L.L.P. as independent auditors of the
Company for 1998 fiscal year. Proxies received by the Board of Directors will be
voted FOR the proposal unless shareowners specify a contrary choice in their
proxies.

EXPENSES OF SOLICITATION

The cost of soliciting proxies in the accompanying form will be borne by the
Company. The Company does not expect to pay any compensation for the
solicitation of proxies, but may pay brokers, nominees, fiduciaries and other
custodians their reasonable fees and expenses for sending proxy material to
principals and obtaining their instructions. In addition to solicitation by
mail, proxies may be solicited in person, or by telephone, facsimile
transmission or other means of electronic communication, by directors and by
officers and other regular employees of the Company.

STOCKHOLDERS' PROPOSALS

Any stockholder satisfying the SEC requirements and wishing to submit a proposal
to be considered for inclusion in the Proxy Statement for the 1999 Annual
Meeting of Stockholders should submit the proposal in writing to Secretary,
Hagler Bailly, Inc., 1530 Wilson Boulevard, Arlington, Virginia, 22209.
Proposals of stockholders intended to be presented at the 1999 Annual Meeting of
Stockholders must be received by the Company on or before December 4, 1998, to
be eligible for inclusion in the Company's Proxy Statement and proxy relating to
that meeting.

OTHER MATTERS TO COME BEFORE MEETING

Neither the Company nor any member of its Board of Directors intends to bring
before the meeting any matters other than those referred to in the accompanying
Notice of Meeting. They know of no other matter to be presented at the meeting.
However, if any other matters properly come before the meeting, the persons
appointed as proxies in the enclosed form of proxy/voting instruction card
intend to vote in accordance with their judgment.

OTHER INFORMATION

A COPY OF THE ANNUAL REPORT ON FORM 10-K AS FILED WITH THE SEC FOR THE YEAR
ENDED DECEMBER 31, 1997 (EXCLUDING EXHIBITS) WILL BE FURNISHED, WITHOUT CHARGE,
BY WRITING TO: MARGARET M. RAY, INVESTOR RELATIONS, HAGLER BAILLY, INC., 1530
WILSON BOULEVARD, ARLINGTON, VIRGINIA, 22209.

The above Notice of Annual Meeting and Proxy Statement are sent by order of the
Company's Board of Directors.

/s/ Margaret M. Ray
MARGARET M. RAY
Assistant Secretary

Arlington, Virginia
April 3, 1998

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(Recycle symbol omitted)
Printed on Recycled Paper
VISIT US ON THE WORLD-WIDE WEB AT WWW.HAGLERBAILLY.COM

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEFA14A Filing	Date	First	Last	Other Filings

	5/25/95	8
	12/31/96	10
	1/1/97	6
	1/23/97	8
	7/3/97	10		424B1
	12/22/97	8
	12/31/97	5	10	10-K
	2/2/98	9
	2/10/98	4		SC 13G
	3/2/98	4	5
	3/25/98	9
	4/3/98	1	10
Filed On / Filed As Of	4/10/98	2
	5/14/98	1	2
	12/4/98	10
	12/31/98	10		10-K
	7/9/0	8

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Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

Hagler Bailly Inc · DEFA14A · On 4/10/98

Filed On 4/10/98 · SEC File 0-29292 · Accession Number 1033693-98-13

Additional Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Additional Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents