ITEM 1. BUSINESS
GENERAL
Roy F. Weston, Inc. (the Company) is a professional services organization that provides a broad range of consulting, engineering and design, environmental construction, and facilities, program and business management services to solve problems associated with air, water and land pollution; hazardous material and toxic waste treatment and disposal; workplace hazards; product use; and energy conservation. The Company's services include development of cost-effective technologies and solutions to environmental problems; selection of sites, obtaining of governmental permits, and the preparation of specifications and designs for constructing remedial systems and facilities; and construction, startup and operation of facilities. These services are made available to governmental and industrial clients through the Company's staff of professional and support personnel in offices worldwide. The Company assists its clients from the initial identification and definition of a problem, through the planning, evaluation and design stages, to the implementation of cost-effective, technologically feasible, and politically acceptable solutions.
Since its incorporation in 1957, the Company has been a pioneer in providing solutions to environmental, health and safety problems. As environmental concerns have grown in complexity and become the subject of heightened public awareness and extensive governmental regulation, the Company's strategy has been to build an organization with a high level of sophisticated professional skills and a broad range of scientific, technological and management resources. The Company uses a total systems approach that involves studying its clients' needs and providing cost-effective, customized solutions that address those needs.
The Company's business strategy includes regular evaluation of opportunities to acquire, make investments in, or enter into joint ventures or other strategic alliances with, companies whose business complement the Company's business, some of which could be material.
SERVICES
The Company is pursuing infrastructure redevelopment as its primary market focus. Infrastructure involves physical resources - structures, facilities, plants and equipment, as well as land and other natural resources that are vital to the economic life of society. Redevelopment entails undoing the adverse consequences of past development activities and restoring damaged resources to productive uses. Infrastructure redevelopment helps clients decide whether and how to make positive changes in the character or condition of something they own.
Infrastructure redevelopment is being pursued by the Company for a number of reasons. Demand for regulatory-driven environmental services, which are still a major source of business for the Company, has been declining. While the Company intends to maintain such services, it sees its long term opportunities in infrastructure redevelopment services where the market has been growing at an average rate of nearly 10% annually.
The Company provides its services by combining its professional skills and technological resources in an integrated systems approach, which uses technical information and program management capabilities as well as cost control systems. The Company's service lines include infrastructure redevelopment, federal program management, and knowledge systems and solutions. Information about net revenues, segment profit (loss) and total assets for 1998 is included in Note 17 to the Consolidated Financial Statements on page 36 of the Company's 1998 Annual Report to Shareholders and is incorporated herein by reference.
INFRASTRUCTURE REDEVELOPMENT
The Company's services involve the identification and characterization of a client's problems; the evaluation of alternative solutions; and the selection, design and development of a technologically feasible, cost-effective, and politically acceptable solution. The Company's trained professionals who provide these services are drawn from many different scientific and technological disciplines to assess the long-term effects and the risks associated with the environmental impact of clients' activities and products. In performing feasibility studies and environmental impact and risk assessments, the Company's professionals examine the relative effectiveness of various technological approaches for achieving permanent solutions and ensuring that additional environmental concerns are not created in the course of solving the primary problem.
The Company applies its skills to all phases of environmental matters and other problems, including those relating to infrastructure redevelopment, major program management, compliance and air quality management services.
INFRASTRUCTURE REDEVELOPMENT CONSULTING. Infrastructure redevelopment consulting comprises a broad range of managerial and technical consulting services that allow federal, municipal and industrial clients to revitalize systems and facilities to profitable and sustainable use. Infrastructure, including water/wastewater systems, commercial and industrial real estate, waterways and transportation systems, are expected to require continually increasing redevelopment to maintain economic growth, private investment and commerce. In addition, the Company provides the ability for clients to outsource the operation and maintenance of water and wastewater facilities that are not part of the client's core business.
COMPLIANCE SERVICES. Compliance services include identification and interpretation of regulations, technical assessment of environmental issues, technology identification and evaluation, implementation planning/management, emergency response and control, and long-term monitoring and maintenance of compliance. The Company believes that much of the compliance consulting market, driven primarily by regulatory issues, faces increasing price-sensitivity and slow growth.
AIR QUALITY MANAGEMENT SERVICES. The Company's air quality management services include air quality management consulting (permitting, dispersion modeling, and management consulting); ambient monitoring (meteorological, air quality, and air toxics monitoring); and emission testing (continuous emission monitoring, compliance testing performance guarantee testing, and air pollution control design testing).
INFRASTRUCTURE REDEVELOPMENT CONSTRUCTION. In infrastructure redevelopment construction, the Company is primarily focused on two areas, which the Company believes are likely to experience strong growth in the near future: alternative delivery systems for water/wastewater and dredged materials management. The emerging nature of these markets and the prospective design-build-own-operate structure could yield significant high margin opportunities for the Company.
REMEDIATION CONSTRUCTION. Remediation construction services include site investigation, engineering, design, construction, cleanup, and operations and maintenance.
IMPAIRED PROPERTIES REDEVELOPMENT. Impaired properties redevelopment is at present a relatively small market, but a very attractive one. The Company believes it can establish a leadership position in this emerging market where there is no current entrenched leader. The Company expects to focus on projects where net liabilities can be shifted to net assets through innovative regulatory and remediation approaches.
HIGH HAZARD MANAGEMENT AND REMEDIATION. High-hazard remediation and management services include cleanup of unexploded ordnance (UXO), humanitarian demining, nuclear decontamination and decommissioning (D&D), chemical demilitarization, and radioactive waste remediation. The Company's experience and relationships position it to capitalize on the growing funding devoted to solving these most difficult environmental problems.
FEDERAL PROGRAMS
Federal program management involves all phases of large-scale environmental, health and safety problems of industry and government. The Company has the resources and technical abilities to accept overall responsibility for siting, evaluating, designing, implementing, and managing environmental programs, and to apply its diversified services, as appropriate, in an integrated systems approach. The Company provides the management systems and the direct involvement of its most senior management to deal with the complexities of the underlying environmental problems, as well as the commitment of large numbers of personnel at geographically dispersed sites for extended time frames. The Company typically bids for contracts as the prime contractor and forms subcontractor teams in those instances where subcontractors provide expertise and staffing that substantially enhance the Company's ability to obtain and perform contracts. Subcontractors may, from time to time, include certain competitors of the Company.
KNOWLEDGE SYSTEMS AND SOLUTIONS
Knowledge Systems and Solutions services include decision support systems (DSS), such as Geographic Information Systems (GIS), Facilities Management Systems (FM), and Workflow Automation to assist clients with managing geographically distributed assets (e.g., water utilities, gas transmission companies, etc.) The Company's strategic management consulting helps clients manage health, safety, environmental quality, and resource sustainability issues for increased efficiency and cost effectiveness, as well as evaluate and implement development and redevelopment options. On-line products and services, such as Internet-based virtual communities, intranet- or extranet-based virtual private networks, and other sophisticated on-line products and services help clients more effectively collaborate, access information, and transact business over electronic networks.
CUSTOMERS AND MARKETING
The Company's marketing strategy emphasizes its ability to offer a broad range of specialized services designed to meet the needs of its clients in a timely and cost-efficient manner. The Company has the capability to undertake not only small tasks requiring a few professionals, but also management, staffing, design and implementation of major projects that may last for several years and involve many employees in several geographic locations.
The Company's marketing efforts are directed from offices nationwide to three client sectors: private industry; public works and local government; and the federal government. The Company's senior professionals are responsible for directing the execution of projects, monitoring quality assurance, and integrating the delivery of the Company's services. They also develop and maintain long-term working relationships with clients' management. The Company participates in industrial trade shows and technical conferences concerning environmental and health and safety issues, and sponsors related technical seminars.
FEDERAL
In the federal sector, the Company performs contracts for the U.S. Department of Defense (DOD), the U.S. Environmental Protection Agency (EPA) and the U.S. Department of Energy (DOE), as well as for other federal agencies. The Company develops comprehensive waste management and remediation programs at many priority sites throughout the country.
The Company derived 55%, 54% and 56% of its consolidated gross revenues from the federal government for the years ended December 31, 1996, 1997 and 1998, respectively. Gross revenue percentages from the DOD, EPA and DOE for each of the fiscal years are as follows:
PERCENTAGES OF CONSOLIDATED GROSS REVENUES FOR THE YEARS ENDED DECEMBER 31
The Company is a major provider of services to the federal government and thus is subject to audit with respect to costs and fees charged to the federal government. Revenues associated with federal overhead rates under government cost reimbursable contracts are adjusted when variances are determined on at least an annual basis. Provisions for losses on contracts are recorded when they are identified. As a result of its government contracting business, the Company is, has been, and may in the future be subject to audits and investigations by government agencies. In addition to potential damage to the Company's business reputation, the failure by the Company to comply with the terms of any of its government contracts could also result in fines, or penalties or in the Company's suspension or debarment from future government contracts for a significant period of time. Such fines and penalties, or the Company's suspension or
debarment could have a material adverse effect on the Company's business, particularly in light of the importance to the Company of its work for various government agencies.
INDUSTRY
The Company provides a full range of services for industrial clients. Service to industrial clients provided 30%, 30% and 26% of the Company's gross revenues in 1996, 1997 and 1998, respectively. In addition to complying with regulatory requirements, companies are recognizing that the environmental impact must be considered from the inception of a product, throughout its use and final disposal. Corporate clients, which range from small business concerns to Fortune 100 companies, are offered a wide range of consulting, construction, remediation and redevelopment; and knowledge systems and solutions services. Market segments served include manufacturing, chemicals and allied products, petroleum, forest products, and utilities.
PUBLIC WORKS AND LOCAL GOVERNMENT
The Company provides consulting and construction redevelopment services to many state and local governments and agencies. Services to public works and local government clients provided 15%, 16% and 18% of the Company's gross revenues in 1996, 1997 and 1998, respectively. A growing number of cities, regional authorities, and state governments are instituting long-range programs to update essential facilities. Because these projects require comprehensive planning and engineering, they are expected to continue to be an important component of the Company's business. Typical projects include the design of water supply and wastewater systems; solid waste management; asbestos management; computer-based geographic mapping, and landfill design.
COMPETITION
The Company's markets are very competitive and require highly skilled, experienced technical and management personnel. Competition is based on, among other things, reputation, quality of service, price, expertise and local presence. In each of its specific service areas, the Company competes with many firms that are both larger and smaller than the Company, although no firm currently dominates any significant portion of those service areas. Many of these competitors have greater financial resources than the Company.
PATENTS AND TECHNOLOGY
The Company owns six patents on certain remediation technologies and has filed additional patent applications. The Company also claims copyright and trade secret protection on certain of its computer software, publications and technologies. The Company does not believe that such patents and copyrights are a material factor in its business.
BACKLOG
The Company's net contract backlog (excluding estimated project expenses that are directly passed through to customers) was $61.0 million and $65.3 million at December 31, 1998 and 1997, respectively. Additionally, the Company derives revenues from open order contracts and from activities related to emergency response. As work assignments are approved and funded, the Company includes these amounts in the net contract backlog. As is customary in the industry, contracts are subject to cancellation by the customer, changes in scope of work, and delays in project startup, therefore all amounts reflected in backlog may not be realized as net revenues. The Company anticipates that the majority of its backlog will be realized in the current fiscal year.
POTENTIAL LIABILITY AND INSURANCE
A substantial portion of the Company's gross revenues is derived from work involving hazardous materials, toxic wastes, and other pollutants. Such efforts frequently entail significant risks of liability to the Company for environmental damage, personal injury, and fines and costs imposed by regulatory agencies. A substantial number of the Company's contracts require indemnification of a client for performance claims, damages or losses incurred during the performance of the Company's operations.
The Company has been able to insure against most liabilities it incurs in connection with the conduct of its business. The Company has obtained coverage with commercial carriers to insure against pollution liability claims. Although this insurance covers many of the Company's environmental exposures, there are instances where project-specific pollution insurance policies are necessary. The Company will continue to evaluate exposures associated with each project to determine if additional coverage is necessary. The Company continues to be partially self-insured through its subsidiary, Cardinal Indemnity Company of North America (Cardinal), a wholly-owned insurance company. Cardinal provides professional liability and pollution coverage for deductible amounts under the Company's commercial insurance coverage.
While the insurance carried by the Company may not be sufficient to cover all claims that may arise, and while insurance carriers may not continue to make coverage available to the Company, management believes it has provided an adequate level of insurance.
The Company has also attempted to contractually protect itself through agreements with its clients to limit its liability and indemnify the Company, although the Company has not always been successful in obtaining such agreements. Most of the Company's contracts with EPA involving Superfund monies and some state contracts that employ federal Superfund dollars contain provisions whereby the respective governmental agency agrees to indemnify the Company for third-party claims to the extent that such claims are not covered by insurance and appropriated funds are available, although the Company does not receive any assurance that any such appropriated funds will be made available. EPA has issued Final Response Action Contractor Indemnification Guidance (the Indemnification Guidance) applicable to contracts signed on or after October 16, 1986, the terms of which limit EPA's contractor indemnification under certain Superfund contracts retroactively to 1986, and prospectively, under certain circumstances. The Indemnification Guidance states that future contracts will not provide for indemnification unless EPA is unable to obtain responsible, competitive proposals without such an indemnification.
The Company sometimes contracts with DOE to perform remedial work at various DOE facilities within the United States. On occasion, these contracts may involve the handling or other disposition of radioactive materials. In these contracts, DOE typically provides the Company with protection from potential third party claims arising out of "nuclear incidents," by including an indemnification clause authorized under the Price Anderson Act of 1988. The indemnity provides over $9 billion in "nuclear hazards" coverage. Congress is currently considering an extension of the Price Anderson Act, which will expire on August 1, 2002.
The Company has also developed and implemented improvements to its quality assurance and health and safety programs. These programs establish certain minimum requirements for all project work and provide guidance for the development of quality assurance plans and health and safety plans on all projects. The objective of the quality assurance program is to provide assurance that project performance is of appropriate quality for the project requirements. The objective of the health and safety program is to protect project personnel from exposure to hazardous substances and situations. The scope of both programs includes the establishment of policy and procedures, staff training and operational review and audit.
The Company and its employees are subject to various state, local, and federal licenses, laws and regulations, and believes that it is in substantial compliance with those requirements.
PERSONNEL
As of December 31, 1998, the Company had approximately 1,600 employees, many of whom had advanced degrees in a variety of technical disciplines. Of these, 34 employees held doctorates, 246 held master's degrees, 110 were registered professional engineers, and 14 were diplomates of the American Academy of Environmental Engineers. The Company's ability to remain competitive depends on its ability to attract and retain qualified personnel.
REGULATIONS
Demand for the Company's services is affected by laws and regulations, the reauthorization, modification or elimination of which could significantly affect the Company's business. The reauthorization of several major federal environmental laws that have a significant impact on the work of the Company remains on the agenda of Congress. These include statutes that:
- Protect the chemical, physical and biological integrity of water in the United States (the Clean Water Act of 1977 and associated laws);
- Regulate the handling of hazardous waste and mandate state oversight of solid waste (the Resource Conservation and Recovery Act of 1976); and,
- Regulate the identification, remediation and accountability for hazardous waste sites (the Superfund Amendments and Reauthorization Act of 1986).
In addition, administrative regulations mandated by the 1990 amendments to the Clean Air Act are likely to play a significant role in the Company's services to its industrial clients in the areas of emission
and ambient air monitoring, air quality modeling and permitting, and assistance with compliance certification. In addition, new federal and state regulations are continually being considered which, if adopted, could materially impact the Company's business.
The principal federal laws that affect the Company's business are:
THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980 (CERCLA OR SUPERFUND) AND SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT (SARA) OF 1986: CERCLA addresses past waste disposal practices by providing means for identifying and remediating hazardous waste sites. The law authorizes EPA to compel responsible parties to remediate abandoned sites. Where initial enforcement actions would result in lengthy delays or where responsible parties cannot readily be identified, CERCLA authorizes funds for cleanups. Congress enacted SARA in 1986 to amend CERCLA and reauthorize Superfund. SARA strengthens EPA's authority to conduct short- and long-term enforcement and expands state involvement in the cleanup process. SARA also expands EPA's commitment to research and development, training, health assessments, and public participation. Sites considered to be most in need of remediation are ranked on EPA's National Priorities List (NPL). By March 1999, some 1,204 federal and nonfederal sites were listed or proposed for the NPL, and some 10,500 other hazardous waste sites remained on the CERCLA inventory of potential trouble spots.
THE CLEAN WATER ACT (CWA): Amended in February 1987, the CWA authorized federal revolving loan funds through 1996 for construction grants and startup money to build wastewater treatment plants. Additional funds were appropriated for fiscal years 1997, 1998 and 1999. The Company believes that the CWA is accelerating the market for the municipal wastewater treatment plant design and construction services provided by the Company. Controls imposed by the CWA on toxic effluents also are stimulating industrial expenditures.
THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976 (RCRA): RCRA controls the present and future management of newly generated hazardous wastes by mandating that private industry -- generators, transporters and disposers -- monitor and regulate their disposal of such wastes. As a result of the growing emphasis on the minimization of industrial process wastes, the increasing shortage of hazardous waste management facilities, and the considerable costs associated with disposal, RCRA will continue to be a key regulatory program.
THE CLEAN AIR ACT (CAA) AND CLEAN AIR ACT AMENDMENTS (CAAA): The CAAA of 1990 charged EPA with promulgating more than 400 regulations and developing guidelines and procedures in the ensuing 10 years. The sweeping provisions of the CAAA are designed to diminish three major threats to the environment: acid rain, urban air pollution, and air toxic emissions. The revisions also establish a national permit program and a stronger enforcement program to make the CAA easier to monitor and ensure compliance. The CAA and the CAAA should continue to increase the Company's activities in emission and ambient air monitoring, air quality modeling, and permitting assistance to its industrial clients. Compliance certification, including the development and implementation of data management and reporting systems, should expand the Company's services to industry.
The Company is pursuing business opportunities related to the restoration and development of environmentally impaired properties, sometimes referred to as "Brownfields." To the extent it does so as an investor or lender, it and other companies in this arena may be affected by the "Asset
Conservation, Lender Liability and Deposit Insurance Protection Act of 1996." This federal law, and similar state laws, may limit to some degree the Company's potential liability under CERCLA, and RCRA (and State counterparts) as related to its brownfields work, should it ultimately need to take title to or obtain an ownership interest in the property in connection with efforts to recover on its loan or investment.
The Company believes that in addition to services required by CERCLA, RCRA, CWA and CAA, other federal laws affect demand for the Company's services in the private and public sectors. These include the Safe Drinking Water Act, the National Environmental Policy Act, the Nuclear Waste Policy Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Intermodal Surface Transportation and Efficiency Act, the Federal Facilities Compliance Act, and the Energy Policy Act.
ITEM 2.
ITEM 2. PROPERTIES
The Company's principal offices are located on a 53-acre tract in West Whiteland Township, Chester County, Pennsylvania, in the suburbs of Philadelphia, and include five major buildings providing a total of approximately 150,000 square feet of space.
The Company also leases an aggregate of approximately 460,000 square feet of office space in offices located in 25 states and the District of Columbia. Aggregate lease payments in 1998 were $12.2 million, of which $7.5 million were subject to direct reimbursement from projects. Approximately 116,000 square feet of such space has been subleased to third parties. These leases for office facilities are generally for 5 years or less.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to certain claims and lawsuits in connection with work performed in the ordinary course of its business. In the opinion of management, such claims and lawsuits currently pending are either adequately covered by insurance or will not result in a material adverse effect on the financial position of the Company.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information with respect to this item is incorporated by reference herein from the information in the Company's 1998 Annual Report to Shareholders in Notes 6 and 7 to the Consolidated Financial Statements on pages 25 to 27 and under the headings "Company Stock Listing" and "Stock History" on the inside back cover.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Information with respect to this item is incorporated by reference herein from the information in the Company's 1998 Annual Report to Shareholders on page 15.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information with respect to this item is incorporated by reference herein from the information in the Company's 1998 Annual Report to Shareholders on pages 9 to 14.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(a) Information with respect to this item is incorporated by reference herein from the information in the Company's 1998 Annual Report to Shareholders on pages 15 to 37.
(b) Selected Quarterly Financial Data (Unaudited) are set forth in Note 18 to the Consolidated Financial Statements contained in the Company's 1998 Annual Report to Shareholders on page 37 and are incorporated by reference herein.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Information with respect to this item is set forth in the Company's definitive Proxy Statement, (the "Proxy Statement") to be filed with the Securities and Exchange Commission, for the Annual Meeting of Shareholders expected to be held on May 10, 1999, under the headings "Election of Directors", "Executive Management" and "Section 16(a) Beneficial Ownership Reporting Compliance" and is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to this item is set forth in the Proxy Statement under the heading "Executive Management" and is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to the ownership of securities of the Company by certain persons is set forth in the Proxy Statement under the heading "Principal Shareholders" and is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to transactions with management and others is set forth in the Proxy Statement under the headings "Executive Management - Compensation Committee Interlocks and Insider Participation" and "Executive Management - Other Relationships and Related Transactions" and is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Consolidated Financial Statements:
The information appearing in the Company's 1998 Annual Report to Shareholders as described in Item 8 is incorporated herein by reference.
2. Financial Statement Schedule:
- Report of Independent Accountants
- Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
With the exception of the consolidated financial statements and the independent accountants' report thereon listed in the above index, the information referred to in Items 5, 6, and 7, and the supplementary quarterly financial information referred to in Item 8, all of which are included in the 1998 Annual Report to Shareholders of Roy F. Weston, Inc. and incorporated by reference into this Annual Report on Form 10-K, the 1998 Annual Report to Shareholders is not to be deemed "filed" as part of this report.
3. Exhibits:
The following exhibits are filed herewith unless otherwise indicated:
EXHIBIT NO. DESCRIPTION
3.1 Articles of Incorporation of the Company. Incorporated by reference to Exhibit 3(a) to the Company's Registration Statement on Form S-1 (Registration No. 33-20834) ("No. 33-20834").
3.2 Amended By-Laws of the Company.
4.1 Indenture between the Company and Mellon Bank, N.A. relating to the 7% Convertible Subordinated Debentures due April 15, 2002. Incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form S-1 (Registration No. 33-13020) ("No. 33-13020").
EXHIBIT NO. DESCRIPTION
4.2 Trusteeship Transfer Agreement between PNC Bank, N. A., First Trust of New York, N.A. and the Company dated March 1, 1996, relating to the 7% Convertible Subordinated Debentures due April 15, 2002. Incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.
10.1 Form of the Company's Retirement Supplement to Split Dollar Life Insurance Agreement. Incorporated by reference to Exhibit 10 (c) to the Company's Registration Statement on Form S-1 (Registration No. 33-5914) ("No. 33-5914").
10.2 Form of the Company's Executive Supplemental Benefit Plan - Supplemental Retirement Agreement. Incorporated by reference to Exhibit 10(d) to No. 33-5914.
10.3 The Company's Stock-Based Incentive Compensation Plan.
10.4 The Company's Retirement Income Restoration Plan, as amended. Incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997.
10.5 Employment Agreement between William L. Robertson and the Company dated as of July 14, 1997. Incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997.
10.6 Amendment to Employment Agreement between William L. Robertson and the Company dated May 19, 1998. Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
10.7 Elective Deferred Compensation Agreement between William L. Robertson and the Company dated December 23, 1997. Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997.
10.8 Continuing Services/Retirement Agreement between Roy F. Weston and the Company dated July 19, 1997. Incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997.
10.9 Consulting Services Agreement between Globequest International Ltd. and the Company for the services of Tom Harvey, dated May 23, 1997. Incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
10.10 Consulting/Marketing Services Agreement between Armitage Associates L.C. and the Company dated September 1, 1997. Incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997.
10.11 Stock Pooling Agreement among the Company and certain holders of the Company's Common Stock effective January 2, 1998. Incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997.
EXHIBIT NO. DESCRIPTION
10.12 Credit Agreement between the Company and Bank of America National Trust and Savings Association dated as of June 5, 1998. Incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
10.13 First Amendment to Credit Agreement between the Company and Bank of America National Trust and Savings Association dated August 14, 1998. Incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998.
10.14 Employment Agreement between the Company and Patrick G. McCann dated as of March 11, 1998. Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
10.15 Consulting Services Agreement between the Company and Katherine W. Swoyer effective July 1, 1998. Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
10.16 Travel Management Services Agreement between International Corporate Travel Services, Inc. and the Company dated March 15, 1996. Incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997.
10.17 Termination Agreement between International Corporate Travel Services and the Company dated May 28, 1998. Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
11 Computation of Basic and Diluted Earnings (Loss) per Share.
13 The Company's 1998 Annual Report to Shareholders.
21 Subsidiaries of the Company.
23 Consent of Independent Accountants.
27 Financial Data Schedule.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the fourth quarter of 1998.
Note: Any of the exhibits listed in the foregoing index not included with this Annual Report on Form 10-K may be obtained without charge by writing to Arnold P. Borish, Esq., Corporate Secretary, Roy F. Weston, Inc., 1400 Weston Way, P.O. Box 2653, West Chester, Pennsylvania 19380.
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Stockholders Roy F. Weston, Inc.
Our report on the consolidated financial statements of Roy F. Weston, Inc. and Subsidiaries has been incorporated by reference in this Form 10-K from page 15 of the 1998 Annual Report to Shareholders of Roy F. Weston, Inc. and Subsidiaries. In connection with our audits of such financial statements, we have also audited the related financial statement schedule listed in the index on page 14 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein.
PRICEWATERHOUSECOOPERS, LLP
2400 Eleven Penn Center Philadelphia, Pennsylvania February 4, 1999
ROY F. WESTON, INC. AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (THOUSANDS OF DOLLARS)
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, ROY F. WESTON, INC. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
ROY F. WESTON, INC.
By: WILLIAM L. ROBERTSON William L. Robertson Chairman of the Board
Date: March 26, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the dates indicated.