<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
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) January 5, 1998.
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
<PAGE> 2
Item 5. Other Events
The Registrant hereby incorporates by reference herein the information set
forth in its News Release dated January 5, 1998, 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 January 5, 1998 which
announced that certain holders of the Company's non-publicly
traded Common shares had entered into an Agreement to vote their
Common shares together.
<PAGE> 3
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: January 5, 1998 By: /s/ William G. Mecaughey
-------------------------------------
William G. Mecaughey
Chief Financial Officer and Treasurer
<PAGE> 4
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
- ------- ----------------
99. Roy F. Weston, Inc. Electronic
News Release dated
January 5, 1998.
<PAGE> 1
[WESTON LETTERHEAD]
Contacts:
At the Company: At the Financial Relations Board:
Financial - Bill Mecaughey General - Jerry Meyer
(610) 701-4556 Analyst - Christina Howard
Media - Michelle Ritchie (212) 661-8030
(610) 701-3156
FOR RELEASE January 5, 1998 NASDAQ:WSTNA
WESTON SHAREHOLDERS SIGN VOTING AGREEMENT
FOR NON-PUBLICLY TRADED SHARES
WEST CHESTER, Pa. -- January 5, 1998 -- Roy F. Weston, Inc. (NASDAQ:WSTNA), a
leading development solutions firm, announced today that certain holders of its
non-publicly traded Common shares have entered into an agreement to vote their
Common shares together. The company is also a party to the agreement, which is
designed to promote unity among the shareholders involved, enhance the company's
ability to raise capital and facilitate matters that require shareholder
approval.
In any vote of WESTON shareholders, all Common shares held by parties to
the agreement are to be voted in accordance with the expressed will of the
owners of a majority of those Common shares. Generally, holders of the
non-publicly traded Common shares have one vote per share on all matters
submitted to a vote of the shareholders of the company, while holders of the
company's publicly traded Series A Common shares have one-tenth of a vote per
share.
The agreement is for a five-year period unless terminated sooner in
accordance with its provisions.
The present parties to the agreement, most of whom are members of the
family of the company's founder, Roy F. Weston, hold Common shares representing
approximately seventy-two percent of the total voting power of all outstanding
shares of the company.
The agreement places certain transfer restrictions on the Common shares
held by parties to it. It also provides, in certain circumstances, for the
company to exchange those Common shares for an equal number of Series A shares.
[WESTON LOGO]
<PAGE> 2
William L. Robertson, WESTON's president and chief executive officer, said
he was pleased with this latest step in the process of returning the company to
profitability. "I believe that this agreement will better align the interests of
the company's shareholders, management and employees, and enhance the company's
ability to improve its financial performance and resume growth," he said.
WESTON is a leading development solutions firm for Fortune 500+ and
government decision-makers worldwide. With an emphasis on creating lasting
economic solutions for its clients, the company's development services include
consulting, engineering, design, environmental construction, and knowledge
solutions.
Based in West Chester, Pa., the company employs nearly 1600 people and has
60 offices throughout the United States, including offices in Boston, New York
City, 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
-30-
Statements in this release which contain the Company's or management's
projections, beliefs, expectations, predictions or intentions concerning
business strategy, future performance or future results, are forward looking
statements. These forward looking statements are subject to a variety of risks
and uncertainties. For example, there could be a shift in the demand for the
Company's services; funding might not be appropriated for the Company's
government contracts or, if appropriated, might be delayed; work orders might
not be issued under those government contracts; the Company might experience
cost overruns or other adverse contract performance risks; or the Company might
not be able to raise capital or other financing. 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.
