SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: December 5, 1996
AIR & WATER TECHNOLOGIES CORPORATION
[Exact name of registrant as specified in its charter]
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Delaware 033-17921 13-3418759
(State or other jurisdiction of (Commission File No.) (IRS Employer Identification
incorporation) Number)
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P.O. Box 1500
Somerville, New Jersey 08876
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 685-4000
______________________________________________________________
(Former name or former address, if changed since last report.)
Item 5. Other Events.
The Company announced the appointment of Patrick L. McMahon as
President and Chief Executive Officer of Professional Services Group, Inc.
("PSG") and commented on its internal investigation with respect to certain
matters relating to PSG. A copy of the press release issued by the Company is
attached hereto as Exhibit 99.1, which exhibit is incorporated herein by
reference.
Item 7. Exhibits
99.1 Air & Water Technologies Corporation Press Release dated
December 5,
1996.
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 thereunto duly authorized.
Air & Water Technologies Corporation
By: /s/ Douglas A. Satzger
-----------------------------------
Name: Douglas A. Satzger
Title: Senior Vice President
December 5, 1996
Contact: Robert S. Volland
Air & Water Technologies
908-685-4496
PATRICK McMAHON NAMED PRESIDENT AND CHIEF EXECUTIVE OFFICER OF
PROFESSIONAL SERVICES GROUP, INC.
BRANCHBURG, N.J., December 5, 1996 - Patrick L. McMahon, a seasoned executive
with more than twenty-five years of experience in the engineering industry,
has been named President and Chief Executive Officer of Professional Services
Group, Inc. (PSG), it was announced today. Mr. McMahon, whose appointment is
effective immediately, succeeds Michael M. Stump, who has resigned. PSG is a
subsidiary of Air & Water Technologies (AMEX:AWT).
Mr. McMahon, 48 joined PSG in 1995 as Senior Vice President and Chief
Operating Officer and began serving as President and CEO on an interim basis
in August of this year. Before joining PSG, he spent 23 years in a number of
senior management positions at Brown & Root, Inc., where his responsibilities
included strategic planning, international business development and
operations. Most recently, Mr. McMahon served as Vice President of National
Accounts at International Technology Corporation. He earned a B.S. in
Chemical Engineering from Texas Tech University.
Robert S. Sheh, Chairman and CEO of AWT, said, "We are pleased to have a
leader of the caliber of Pat McMahon to head the organization at this critical
time in the history of our company and our industry. His extensive
professional experience, his high professional standards, and his vision of
what this company needs to be and do to maintain our leadership in a dynamic
and challenging environment will serve us, our customers and our business
partners well in the years ahead."
On September 15, AWT filed a Form 10-Q with the Securities and Exchange
Commission, stating that the Department of Justice was conducting a broad
investigation into alleged payments to certain PSG consultants and
representatives that had been retained by PSG to assist it in advising the
City of Houston regarding privatization of Houston's water and wastewater
system. It also indicated in the statement that it had commenced an internal
investigation of the matter.
AWT announced today that in the course of the internal investigation, it has
become aware of a questionable financial transaction with third parties and
payments to certain PSG consultants and other individuals, the nature of which
requires further investigation. Consistent with its previously announced
commitment to be supportive, the Company has brought these matters to the
attention of the Department of Justice and continues to cooperate fully with
its investigation.
The Company also reported that while no charges of wrongdoing have been
brought against PSG or the Company at this time, no assurance can be given as
to whether the government authorities will ultimately determine to bring
charges or assert claims resulting from their investigation that could
implicate, reflect adversely upon or otherwise have a material adverse effect
on the financial positions or results of operations of PSG or the Company as a
whole.
"Despite our disappointment about the findings of our internal investigation,
we as an organization remain focused on and firmly committed to our principal
mission, which is providing high-quality water and wastewater treatment
services to our millions of valued customers in municipalities throughout the
country. At the same time, to ensure that our people at all levels adhere at
all times to our company's very high professional and ethical standards, we
have revised and strengthened certain company policies and procedures," Mr.
Sheh said.
Professional Services Group, Inc. works in partnership with communities across
the nation to help them efficiently deliver operations, maintenance and
management for municipal water and wastewater treatment facilities and
collection and distribution systems; bio-solids management and disposal; and
other public works services.
Air & Water Technologies, through its subsidiaries, provides a comprehensive
range of services and technologies for the operation, maintenance and
management of water and wastewater systems; engineering, design and
construction of water and wastewater facilities; the remediation of
contaminated soil; and services and technologies for controlling air
pollution. More than 3,500 employees at over 150 locations worldwide assist
municipalities, government agencies industries and electric utilities in
meeting their environmental challenges. The company markets its services
through three operating groups, each an established leader in its respective
field: Professional Services Group, Inc.; Metcalf & Eddy, Inc.; and
Research-Cottrell, Inc.
