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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 22, 1997.
ROY F. WESTON, INC.
(Exact Name of Registrant as Specified in Charter)
Pennsylvania 0-4643 23-1501990
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1 Weston Way, West Chester PA 19380-1499
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 610-701-3000
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Item 5. Other Events
The Registrant hereby incorporates by reference herein the
information set forth in its News Releases dated May 22 and 23, 1997, copies of
which is annexed hereto as Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99. Roy F. Weston, Inc., News Releases dated May 22
and 23, 1997 which announced the resignation of
certain officers of the Company; the anticipation
of net loss in second quarter; and the election of
new Board and Officers.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ROY F. WESTON, INC.
Date: May 27, 1997 By: s/William G. Mecaughey
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William G. Mecaughey
Acting Executive Vice President and
Chief Financial Officer
Quality Assurance and Finance
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
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99. Roy F. Weston, Inc. Electronic
News Releases dated
May 22 and 23, 1997.
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[Weston Letterhead]
CONTACTS:
At the Company: At the Financial Relations Board:
Financial Bruce Flamm General Jerry Meyer
(610) 701-4535 Analyst Christina Howard
Media Kathy Jones (212) 661-8030
(610) 701-3087
WESTON ELECTS NEW BOARD, OFFICERS
WEST CHESTER, PA., MAY 23, 1997 -- Roy F. Weston, Inc. (Nasdaq: WSTNA), a
leading international environmental services firm, today announced that
shareholders have elected the following slate of nominees to its Board of
Directors for a term of one year.
Richard Armitage
Magalen Ohrstrom Bryant
Thomas Harvey
Wayne F. Hosking, Jr.
William J. Marrazzo
Dominic Monetta
Katherine W. Swoyer
Thomas M. Swoyer, Jr.
A. Frederick Thompson
Roy F. Weston
At a Board meeting held after this morning's shareholders' meeting,
William Robertson was named acting president and chief executive officer. Thomas
Harvey, chairman of the Global Environment & Technology Foundation, was elected
acting chairman of the Company.
The Board has begun the process of permanently filling both positions,
said Vice Chairman Katherine W. Swoyer.
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Mr. Robertson is the Chairman of Global Exchange, Inc., a
Virginia-based software development firm that provides a variety of interactive
information and communications solutions for government and industry. He has
spent more than two decades in various sectors of the U. S. Department of
Defense, including the U. S. Army Corps of Engineers, dealing with a wide
variety of business development and technology issues.
Mr. Harvey, who in addition to being chairman of the Global Environment
& Technology Foundation is head of corporate business development for a
Washington-based strategic marketing consulting group, has spent 26 years in
senior positions with corporations, the White House, and the U.S. Congress and
Department of Defense.
Ms. Swoyer said the changes in management and in the makeup of the
Board are expected to help the company to redefine its strategies.
WESTON -- celebrating its 40th anniversary -- partners with public and
private sector clients to ensure outstanding environmental performance that
supports their economic goals. Headquartered in West Chester, Pa., WESTON
provides consulting, engineering and design, environmental construction, and
facilities and business systems outsourcing through its worldwide network of 60
offices. For more information about the company, click to WESTON on the web at:
http://www.rfweston.com
This news release contains forward-looking statements regarding the
company's business strategy that involve risks and uncertainties, including the
demand for the company's services, funding delays for federal projects, and
shifts in governmental priorities relating to environmental regulations and
enforcement actions. These risks and uncertainties and others are discussed in
reports periodically filed by the company with the Securities and Exchange
Commission.
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[Weston Letterhead]
CONTACTS:
At the Company: At the Financial Relations Board:
Financial Bruce Flamm General Jerry Meyer
(610) 701-4535 Analyst Christina Howard
Media Kathy Jones (212) 661-8030
(610) 701-3087
FOR RELEASE MAY 23, 1997
WESTON ANTICIPATES NET LOSS IN SECOND QUARTER
WEST CHESTER, PA. -- MAY 23, 1997 -- Roy F. Weston, Inc.
(Nasdaq:WSTNA), a leading international environmental services firm, reported
today that it anticipates reporting a net loss in the second quarter of 1997.
This forecast is based on an analysis of the preliminary results for
April and May and on expectations for the remainder of the quarter, said William
Robertson, acting chief executive officer. There are several reasons why a loss
is expected, he said, continued weakness in the company's industrial market
sector being notable among them.
Mr. Robertson said that it is too early to provide any estimate of the
amount of the company's loss in this year's second quarter although it is
expected that it may be substantial.
In this year's first quarter, helped by non-recurring items including
the sale of a subsidiary for $1.1 million, the company had net income of
$396,000, or $0.04 per share, and $39.6 million in net revenue. In the second
quarter of 1996 it reported a net loss of $670,000, or $0.07 per share, and net
revenues of $46.3 million.
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Roy F. Weston
Page 2
Mr. Robertson noted that the company's balance sheet continues to be
strong, and that in the current quarter the company has won important contracts
including one for $3.2 million in environmental restoration work at the U.S.
Department of Energy's Hanford nuclear weapons facility in Washington and
another for up to $24 million involving environmental engineering services for
the U.S. Army Corps of Engineers.
WESTON -- celebrating its 40th anniversary -- partners with public and
private sector clients to ensure outstanding environmental performance that
supports their economic goals. Headquartered in West Chester, Pa., WESTON
provides consulting, engineering and design, environmental construction, and
facilities and business systems outsourcing through its worldwide network of 60
offices. For more information about the company, click to WESTON on the web at:
http://www.rfweston.com
This news release contains forward-looking statements regarding the
company's business strategy that involve risks and uncertainties, including the
demand for the company's services, funding delays for federal projects, and
shifts in governmental priorities relating to environmental regulations and
enforcement actions. These risks and uncertainties and others are discussed in
reports periodically filed by the company with the Securities and Exchange
Commission.
# # #
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[Weston Letterhead]
CONTACTS:
At the Company: At the Financial Relations Board:
Financial Bruce Flamm General Jerry Meyer
(610) 701-4535 Analyst Christina Howard
Media Kathy Jones (212) 661-8030
(610) 701-3087
FOR RELEASE MAY 22, 1997
WEST CHESTER, PA. -- MAY 22, 1997 -- Roy F. Weston, Inc. (Nasdaq: WSTNA), a
leading international environmental services firm, today announced that William
J. Marrazzo has resigned as president and chief executive officer, effective May
23, 1997.
An interim replacement is expected to be named by the Company's newly
elected Board of Directors at its scheduled meeting on Friday May 23,
immediately after the company's annual meeting of shareholders.
"Mr. Marrazzo offered his resignation to provide the new WESTON Board
of Directors with maximum flexibility in its stated intention of redefining the
Company's strategy," said vice chairman Katherine W. Swoyer. "The company
appreciates the efforts of Bill Marrazzo during the past eight and one-half
years, and his continued cooperation in the management transition which is
taking place." The Company also announced the resignations of Peter J. Marks,
executive vice president and chief operating officer, and M. Christine Murphy,
executive vice president and chief financial officer.
"On behalf of the company, I thank Pete and Christine for the
contributions they have made," said Mr. Marrazzo. He said that they, too,
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offered their resignations to provide the Board with maximum flexibility in its
review of the company's competitive position and strategy.
The company also announced that William G. Mecaughey, a WESTON vice
president and corporate controller, has been named acting executive vice
president and chief financial officer, replacing Ms. Murphy.
Mr. Mecaughey, 41, joined WESTON as vice president and corporate
controller in 1991. A certified public accountant, he was previously with the
accounting firm of Ernst & Young.
WESTON -- celebrating its 40th anniversary -- partners with public and
private sector clients to ensure outstanding environmental performance that
supports their economic goals. Headquartered in West Chester, Pa., WESTON
provides consulting, engineering and design, environmental construction, and
facilities and business systems outsourcing through its worldwide network of 60
offices. For more information about the company, click to WESTON on the web at:
http://www.rfweston.com
This news release contains forward-looking statements regarding
the company's business strategy that involve risks and uncertainties, including
the demand for the company's services, funding delays for federal projects, and
shifts in governmental priorities relating to environmental regulations and
enforcement actions. These risks and uncertainties and others are discussed in
reports periodically filed by the company with the Securities and Exchange
Commission.
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