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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) November 10, 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 Release dated November 10, 1997, a copy 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 Release dated November 10,
1997 which announced the election of two new Directors,
reductions in employee workforce and plan to improve
profitability.
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.
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Date: November 10, 1997 By: s/ William G. Mecaughey
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William G. Mecaughey
Chief Financial Officer and Treasurer
EXHIBIT INDEX
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EXHIBIT SUBMISSION MEDIA
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99. Roy F. Weston, Inc. Electronic
News Release dated
November 10, 1997.
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News Media Contact: Michelle Ritchie
(610) 701-3156
[email protected]
FOR IMMEDIATE RELEASE NASDAQ:WSTNA
WESTON ANNOUNCES NEW PLANS, DIRECTORS
WEST CHESTER, Pa. - Nov. 10, 1997 - Roy F. Weston, Inc. (NASDAQ:WSTNA), a
leading infrastructure redevelopment services firm, announced further steps in
its drive to improve its profitability by focusing on core markets and cutting
operating costs. The Company's plans call for redirecting WESTON's investments
in selected business and geographic areas, reducing senior-level and technical
staff and placing emphasis on more profitable market segments. The company also
announced today the addition of two prominent individuals - Victor Millar and
Jesse Brown - to serve on its Board of Directors.
"We are taking broad actions to turn this company around and put it
on a path to lasting profitability," said WESTON president and chief executive
officer William L. Robertson. "WESTON is putting emphasis on higher margin
opportunities and aligning our resources accordingly. Both management and our
Board of Directors expect these plans to begin producing positive results in
1998," he said.
As a result of the plan, some 100 of WESTON's nearly 2,000 staff
positions will be eliminated. "By focusing our resources on higher margin and
growth opportunities, we have to reduce our investments in other areas. We have
set a goal of reducing our annualized operating expenses by $12 to $15 million,"
said WESTON chief operating officer Pat McCann. The company will maintain a mix
of federal, industrial and municipal clients.
"WESTON will continue to focus on our clients' toughest challenges.
We are building on our long-standing capability to restore impaired property and
infrastructure to profitable use," said Robertson. Emphasis will be placed in
higher-margin markets including high hazard remediation, brownfields
redevelopment and information services. "WESTON has the ability and experience
to hold a leadership position in these fields," he said.
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The addition of Victor Millar and Jesse Brown to the company's Board
of Directors complements WESTON's strategic focus, said Robertson.
"Vic Millar and Jesse Brown will be tremendous assets to WESTON,"
said chairman Tom Harvey. "There is an excellent fit between their experience
and the opportunities WESTON is pursuing."
Millar, 62, may be best known as the architect of Andersen
Consulting, a $5.3 billion global management and technology consulting firm. His
distinctive career at Andersen began in 1958; he went on to hold two of
Andersen's most senior worldwide posts. Today he is executive vice president of
AT&T, senior advisor to the operations team of the $52 billion communications
and information services leader. (Biography attached.)
"I am excited to work with WESTON on their turnaround strategy," said
Millar. "This is a solid company with a rich history and big potential."
Jesse Brown, 53, most recently served as President Clinton's
Secretary of Veterans Affairs, the federal government's second largest
department. Currently, he is president and chief executive officer of Brown and
Associates, a professional consulting company. A decorated war hero, Brown
brings WESTON vast experience in the inner workings of the federal and municipal
marketplace. (Biography attached.)
"I am very impressed by WESTON and am looking forward to working with
management to put the Company on the pathway to renewed success," said Brown.
"Renewed success" is exactly what the company hopes to achieve,
Robertson says. The announcement comes on the heels of several large contract
awards at the company during the third quarter. The Company was one of four
contractors awarded a worldwide full-service remedial action contract for the
Air Force Center for Environmental Excellence. WESTON is also part of a team
that was awarded a contract to clean up the U.S. Department of Energy's Mound
facility. Under a Response Action Contract for the U.S. Environmental Protection
Agency, WESTON will provide environmental consulting and engineering services at
sites in EPA Region V.
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"We still have some real challenges ahead of us but we are restoring
this company to financial health," said Robertson. WESTON's third quarter
results announced last week show a $1.5 million operating loss before a
non-recurring gain of $3.9 million. Revenues were higher than the quarter
immediately preceding. "Although we expect to show a loss in the fourth quarter,
which is traditionally our toughest quarter, we expect to return to
profitability in 1998," said Robertson.
Celebrating its 40th anniversary, WESTON is an infrastructure
redevelopment services firm serving Fortune 500+ and government decision-makers
worldwide. With an emphasis on creating lasting economic solutions for its
clients, the company's infrastructure redevelopment services include consulting,
engineering, design and environmental construction.
Based in West Chester, Pa., the company employs nearly 2,000 people
and has 60 offices throughout the United States, including offices in New York,
Atlanta, Cincinnati, Detroit, Chicago, Denver, Houston, Los Angeles and Seattle,
and international operations in Europe, Latin America and Asia.
For more information about the company, click to WESTON On The Web at
HTTP://WWW.RFWESTON.COM
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PHOTOS AVAILABLE OF MR. MILLAR AND MR. BROWN; TO REQUEST, PLEASE CALL MICHELLE
RITCHIE AT 610-701-3156.
Statements in this release which contain the Company's or management's
projections, beliefs, expectations, predictions or intentions concerning
business strategy, potential contract value, future performance or future
results, are forward looking statements. These forward looking statements are
subject to a variety of risks and uncertainties, including the Company's ability
to achieve the above-described cost reductions. For example, there could be a
shift in the demand for the Company's services; funds for the Company's
government contracts might not be appropriated or, if appropriated might be
delayed; work orders might not be issued to the Company under its government
contracts; governmental priorities relating to environmental regulations and
enforcement could change; or the Company might experience cost overruns or other
adverse contract performance risks. These and other risks and uncertainties are
discussed in reports periodically filed by the Company with the Securities and
Exchange Commission. The reader is cautioned that the Company's actual
performance and results could differ materially from projections, expectations,
beliefs, intentions or predictions contained in forward looking statements.
The Company disclaims any intent or obligation to update forward looking
statements.
