SEC File No.: 333-76883
                                                Filed pursuant to Rule 424(b)(3)

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Prospectus

                                  $225,000,000
                               Offer to Exchange

      All Outstanding 11 1/4% Series A Senior Subordinated Notes due 2009
            for 11 1/4% Series B Senior Subordinated Notes due 2009
                                       of
                               The IT Group, Inc.

                 This Exchange Offer Will Expire at 5:00 P.M.,
               New York City Time, on Wednesday, October 20, 1999
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    Material Terms of this Exchange Offer:

    . This exchange offer expires at 5:00 p.m., New York City time, on
      Wednesday, October 20, 1999, unless extended.

    . This exchange offer is not subject to any condition other than
      that it must not violate applicable law or any applicable
      interpretation of the staff of the Securities and Exchange
      Commission.

    . All outstanding series A notes that are validly tendered and not
      validly withdrawn will be exchanged for an equal principal
      amount of series B notes, which are registered under the
      Securities Act of 1933.

    . You may withdraw tendered outstanding series A notes at any time
      prior to the expiration of this exchange offer.

    . We will not receive any cash proceeds from this exchange offer.

    The Series B Notes:

    . The terms of the series B notes are substantially identical to
      the terms of the series A notes, except for transfer
      restrictions and registration rights applicable to the series A
      notes.

    . There is no existing market for the series B notes, and we do
      not intend to apply for their listing on any securities exchange
      or to seek approval for quotation through any automated
      quotation system.

Please consider carefully the "Risk Factors" beginning on page 9 of this
prospectus.
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   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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               The date of this prospectus is September 22, 1999


                               TABLE OF CONTENTS
                                                                          
Summary.....................................................................   1
Risk Factors................................................................   9
Special Note Regarding Forward-Looking Statements...........................  19
The Exchange Offer..........................................................  20
Capitalization..............................................................  27
Selected Consolidated Financial and Other Data..............................  28
Unaudited Pro Forma Consolidated Financial Data.............................  30
Management's Discussion and Analysis of
 Results of Operations and Financial Condition..............................  38
Business....................................................................  59
Management..................................................................  73
Principal Stockholders......................................................  77
Material Relationships and Related Transactions.............................  81
Description of Other Indebtedness...........................................  86
Description of Notes........................................................  89
Description of Capital Stock................................................ 124
Material Federal Income Tax Considerations.................................. 126
Plan of Distribution........................................................ 130
Legal Matters............................................................... 130
Experts..................................................................... 130
Available Information....................................................... 131
Incorporation by Reference.................................................. 132
Index to Financial Statements .............................................. F-1




                                       i


                                    SUMMARY

   The following is a summary of the more detailed information appearing
elsewhere in this prospectus and in the documents we incorporate in this
prospectus by reference. You should read the entire prospectus carefully,
including the "Risk Factors," the financial statements and the related notes.
Unless the context otherwise requires, the information contained in this
prospectus gives pro forma effect to the acquisition by us of OHM Corporation,
Fluor Daniel GTI, Inc., specified assets and specified liabilities of ICF
Kaiser International, Inc.'s Environment and Facilities Management Group, Roche
ltee, Groupe conseil and EMCON as of the beginning of the period stated for
income statement data and at the date stated for balance sheet data. We
obtained the industry data used throughout this prospectus from industry
publications that we believe to be reliable, but we have not independently
verified this information.

                               The Exchange Offer



                                       
 Securities Offered....................... Up to $225,000,000 principal amount
                                           of 11 1/4% Series B Senior
                                           Subordinated Notes due April 1,
                                           2009.
 The Exchange Offer....................... We are offering the series B notes
                                           in exchange for a like principal
                                           amount of our series A notes. You
                                           may exchange series A notes only in
                                           integral multiples of $1,000. We are
                                           issuing the series B notes to
                                           satisfy our obligations under the
                                           terms of the registration rights
                                           agreement among us, the subsidiary
                                           guarantors, Donaldson, Lufkin &
                                           Jenrette Securities Corporation and
                                           Salomon Smith Barney.
 Tenders; Expiration Date; Withdrawal..... This exchange offer will expire at
                                           5:00 P.M., New York City time, on
                                           Wednesday, October 20, 1999, or such
                                           later date and time to which it is
                                           extended. You may withdraw your
                                           tender of series A notes pursuant to
                                           this exchange offer at any time
                                           prior to its expiration. In the
                                           event we terminate this exchange
                                           offer and do not accept for exchange
                                           any series A notes, we will promptly
                                           return tendered series A notes to
                                           their holders.
 Accrued Interest on the Notes............ The series B notes will bear
                                           interest from and including the date
                                           of issuance of the series A notes.
                                           Accordingly, if you receive series B
                                           notes in exchange for series A
                                           notes, you will forego accrued but
                                           unpaid interest on your exchanged
                                           series A notes for the period from
                                           and including the date of issuance
                                           of your series A notes to the date
                                           of exchange, but you will be
                                           entitled to interest under the
                                           series B notes.
 Conditions to the Exchange Offer......... This exchange offer is subject to
                                           customary conditions, any or all of
                                           which may be waived by us. We
                                           currently expect that each of the
                                           conditions will be satisfied and
                                           that no waivers will be necessary.
 Procedures for Tendering Series A Notes.. If you wish to tender your series A
                                           notes in this exchange offer, you
                                           must complete and sign the letter of
                                           transmittal, in accordance with the
                                           instructions, and submit the letter
                                           of transmittal to the exchange
                                           agent.
 Guaranteed Delivery Procedures........... If you wish to tender your series A
                                           notes and your series A notes are
                                           not immediately available or you
                                           cannot deliver your


                                       1




                                      
                                         series A notes and letter of transmittal and any other
                                         documents required by the letter of transmittal to the
                                         exchange agent prior to the expiration of this
                                         exchange offer, you must tender your series A notes
                                         according to the guaranteed delivery procedures set
                                         forth in "The Exchange Offer--Guaranteed Delivery
                                         Procedures."
 Acceptance of Series A Notes and
  Delivery of Series B Notes............ We will accept for exchange any and all series A notes
                                         that are properly tendered in this exchange offer
                                         prior to 5:00 P.M., New York City time, on Wednesday,
                                         October 20, 1999.
 Material Federal Income Tax
  Considerations........................ The exchange of series A notes for series B notes will
                                         not constitute a taxable event for federal income tax
                                         purposes.
 Rights of Dissenting Holders........... As a holder of series A notes you do not have any
                                         appraisal or dissenters' rights under the Delaware
                                         General Corporation Law in connection with this
                                         exchange offer.
 Exchange Agent......................... The Bank of New York.
 Use of Proceeds........................ We will receive no cash proceeds from exchanges made
                                         pursuant to this exchange offer. We used the cash
                                         proceeds from the sale of the series A notes to fund
                                         the acquisitions of EFM and Roche and to pay down
                                         existing indebtedness. We funded the EMCON acquisition
                                         through borrowings under our revolving credit
                                         facility.


    Consequences of Exchanging Series A Notes Pursuant to the Exchange Offer

   Based on interpretive letters issued by the Commission staff to third
parties in unrelated transactions, we believe that you may offer, sell or
otherwise transfer your series B notes, as long as:

  .  you are not our "affiliate" within the meaning of Rule 405 under the
     Securities Act;

  .  you acquired your series B notes in the ordinary course of your
     business; and

  .  you have no arrangement with any person to participate in a distribution
     of the series B notes.

   If you fail to satisfy any of these conditions and you transfer any series B
notes without delivering a proper prospectus or without qualifying for a
registration exemption, you may incur liability under the Securities Act. We
will not be responsible for, or indemnify you against, any liability you may
incur.

   Each broker-dealer that receives series B notes for its own account in
exchange for series A notes must acknowledge that it will deliver a prospectus
in connection with any resale of such series B notes. See "Plan of
Distribution." In addition, to comply with the securities laws of some
jurisdictions, a broker-dealer may not offer or sell series B notes unless they
have been registered or qualified for sale in that jurisdiction or an exemption
from registration or qualification is available and the conditions to the
exemption have been met.

   We have agreed, under the registration rights agreement, subject to
specified limitations, to register or qualify the series B notes for offer or
sale under the securities or blue sky laws of the jurisdictions in which any
holder of series A or series B notes reasonably requests in writing. If you do
not exchange your series A notes for series B notes pursuant to this exchange
offer, your series A notes will continue to be subject to the restrictions on
transfer contained in the legend set forth on your series A notes. In general,
you may not offer or sell series A notes unless they are registered under the
Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws. See "The
Exchange Offer--Purposes of the Exchange Offer" and "--Resales of Notes."

                                       2



                          Terms of the Series B Notes



                             
 Issuer........................ The IT Group, Inc.
 Securities Offered............ $225.0 million aggregate principal amount of
                                Series B Senior Subordinated Notes due 2009.
 Maturity Date................. April 1, 2009.
 Interest Rate; Payment Dates.. The series B notes will accrue interest at the
                                rate of 11% per year, payable every six months
                                in cash in arrears on April 1 and October 1 of
                                each year, commencing October 1, 1999.
 Optional Redemption........... We can redeem the series B notes, in whole or
                                in part, on or after April 1, 2004, at the
                                redemption prices set forth in this prospectus,
                                plus accrued and unpaid interest. In addition,
                                before April 1, 2002, we can redeem up to 35%
                                of the series B notes at 111.250% of the
                                principal amount thereof, plus accrued and
                                unpaid interest, with the net proceeds of
                                specified sales of common equity.
 Subsidiary Guarantees......... All our existing and future wholly owned
                                domestic subsidiaries, except for Universal
                                Professional Insurance Company, a Vermont
                                corporation, will unconditionally guarantee the
                                series B notes. The subsidiary guarantees will
                                rank subordinate in right of payment to all
                                existing and future senior indebtedness of the
                                subsidiary guarantors. The subsidiary
                                guarantees will rank equal in right of payment
                                to other existing and future senior
                                subordinated indebtedness of the subsidiary
                                guarantors and senior in right of payment to
                                all of the existing and future obligations of
                                the subsidiary guarantors that are expressly
                                subordinated in right of payment to the
                                subsidiary guarantees.
 Change of Control............. Upon the occurrence of change of control
                                events, you may require us to repurchase all or
                                a portion of your series B notes at 101% of the
                                principal amount, plus accrued and unpaid
                                interest.
 Ranking....................... The series B notes will constitute our general
                                unsecured obligations and will rank equal in
                                right of payment to all of our other existing
                                and future senior subordinated indebtedness and
                                senior in right of payment to existing and
                                future obligations that are expressly
                                subordinated in right of payment to the series
                                B notes. The series B notes will rank junior to
                                all existing and future senior debt, as defined
                                in the indenture governing the series B notes.
                                See "Description of Notes--Subordination."
 Anti-Layering................. We will not incur any indebtedness that is
                                subordinate in right of payment to any of our
                                senior debt and senior in any respect in right
                                of payment to the series B notes. No subsidiary
                                guarantor will incur any indebtedness that is
                                subordinate in right of payment to any of its
                                senior debt and senior in any respect in right
                                of payment to its subsidiary guarantee.
 Covenants..................... The indenture governing the series B notes
                                contains covenants that, among other things,
                                limit our ability and the ability of our
                                subsidiaries to:
                                . pay or permit payment of certain dividends
                                  on, redeem or repurchase capital stock;
                                . make certain investments;
                                . incur additional indebtedness;


                                       3


                            
                                .  allow the imposition of dividend
                                   restrictions on subsidiaries;
                                .  sell assets;
                                .  guarantee indebtedness;
                                .  issue capital stock;
                                .  create certain liens;
                                .  engage in certain transactions with
                                   affiliates; and
                                .  consolidate or merge or sell all or
                                   substantially all our assets and the assets
                                   of our subsidiaries.

                                All of these limitations are subject to
                                important exceptions and qualifications
                                described under "Description of Notes--Certain
                                Covenants."

 Absence of a Public Market for There has been no public market for the series
  the Notes.................... A notes and no active public market for the
                                series B notes is currently anticipated. We
                                currently do not intend to apply for the
                                listing of the series B notes on any securities
                                exchange or to seek approval for quotation
                                through any automated quotation system.
                                Donaldson, Lufkin & Jenrette Securities
                                Corporation and Salomon Smith Barney, acting as
                                the initial purchasers in the offering of the
                                series A notes, have advised us that each of
                                them currently intends to make a market in the
                                series B notes; however, neither of the initial
                                purchasers is obligated to do so and any market
                                making may be discontinued by either of them at
                                any time without notice. Accordingly, we can
                                give no assurance as to the liquidity or the
                                trading market for the series B notes.

 

                                  The Company

   We are a leading provider of a broad range of environmental consulting,
engineering and construction, and remediation services, designed to address
clients' environmental needs and to add value by reducing clients' financial
liabilities. In addition, we are leveraging our ability to manage large,
complex environmental projects, one of our core strengths, to offer a variety
of services, such as facilities management, to clients who no longer wish to
perform these services themselves. We have a strong reputation for both the
high quality of our work and the breadth of the services we provide. Our
clients are federal, state and local governments in the U.S. and commercial
businesses worldwide. For the twelve months ended December 25, 1998, our pro
forma revenues were $1.4 billion, our pro forma adjusted EBITDA was
$150.5 million and our pro forma net loss was $22.3 million.

   Industry sources estimate that the total domestic environmental services
industry, which encompasses firms providing environmental consulting,
engineering and construction, and remediation services in the United States, in
1997 had approximately $186.0 billion in revenues. We believe that the market
we serve was approximately $26.5 billion in 1997 revenues, a significant
portion of which consists of projects for the Department of Defense, the
Department of Energy and the Environmental Protection Agency.

   From 1991 to 1998, our industry experienced substantial consolidation.
According to industry sources, the top ten firms in the environmental services
industry accounted for approximately 46% of the industry measured by 1998
revenue, up from approximately one third in 1991. This consolidation has been
driven by:

  .  the benefits of economies of scale, including reduced overhead as a
     percentage of sales; and

  .  growing demand for full-service, business-oriented solutions.

                                       4



   We are actively involved in this consolidation. Since March 1996, we have
acquired eleven firms, including EFM, Roche and EMCON, representing an
aggregate $1.1 billion in revenue at the time of acquisition.

   Our common stock is traded on the New York Stock Exchange and the Pacific
Exchange under the symbol "ITX." On September 16, 1999, the closing sales price
for our common stock as reported on the NYSE composite transaction reporting
system was $11 5/16 per share, and there were 28,981,461 shares outstanding on
a diluted basis.

                                  Risk Factors

   See "Risk Factors" beginning on page 9 for a discussion of factors you
should consider carefully before deciding to invest in the series B notes.

                                       5



           Summary Historical and Unaudited Pro Forma Financial Data
                         (In thousands, except ratios)

   The following table presents our summary historical and unaudited pro forma
financial data as of and for the periods shown below. In June 1998, we changed
our fiscal year-end from the last Friday in March to the last Friday in
December of each year, effective with the nine months ended December 25, 1998.
We derived this data from our audited consolidated financial statements and
unaudited pro forma financial data contained in this prospectus. Because the
information in this table is only a summary, you should read our historical
financial statements and the related notes, the unaudited pro forma
consolidated financial data and the related notes and "Management's Discussion
and Analysis of Results of Operations and Financial Condition" contained in
this prospectus.

   Pro forma income statement data assume the following events occurred as of
the beginning of the nine months ended December 25, 1998:

  .  the OHM acquisition;

  .  the GTI acquisition;

  .  the EFM acquisition;

  .  the Roche acquisition;

  .  the offering of the series A notes and the application of its net
     proceeds; and

  .  the EMCON acquisition.

   Pro forma data for the six months ended June 25, 1999 assume the following
events occurred at the beginning of the period:

  .  the EFM acquisition;

  .  the Roche acquisition;

  .  the offering of the series A notes and the application of its net
     proceeds; and

  .  the EMCON acquisition.

                                       6





                                                               Unaudited                              Unaudited
                                                               Pro Forma    Unaudited    Unaudited    Pro Forma
                           Fiscal Year Ended     Nine Months     Twelve        Six          Six          Six
                         ----------------------     Ended     Months Ended Months Ended Months Ended Months Ended
                         March 28,   March 27,   December 25, December 25,   June 26,     June 25,     June 25,
                            1997        1998         1998         1998         1998         1999         1999
                                                                                
Income Statement Data:
Revenues................ $  362,131  $  442,216   $  757,435   $1,420,669   $  361,226   $  559,264   $  650,928
Gross margin............     38,138      51,090       90,961      235,701       44,447       77,904      110,112
Special charges.........     (8,403)    (14,248)     (24,971)     (30,661)     (30,665)         --           --
Operating income
 (loss).................     (3,696)      5,068       24,162       32,230      (10,688)      47,000       48,541
Interest expense........     (7,168)    (10,720)     (25,876)     (58,784)     (14,162)     (23,034)     (28,646)
Interest income.........      1,908       2,751          981        3,091          677          319          468
Net income (loss).......     (8,777)    (17,026)      (7,427)     (22,287)     (33,485)      14,571       12,487
Preferred stock
 dividends..............     (4,916)     (6,167)      (4,664)      (6,222)      (3,127)      (3,180)      (3,180)
Net income (loss)
 applicable to common
 stock..................    (13,693)    (23,193)     (12,091)     (28,509)     (36,612)      11,391        9,307
Other Data:
Adjusted EBITDA (1)..... $   19,070  $   32,474   $   69,227   $  150,454   $   34,163   $   60,805   $   73,485
Depreciation and
 amortization...........     14,363      13,158       20,094       39,513       14,186       13,805       16,544
Capital
 expenditures (2).......      3,361       4,766        6,860       19,783        3,692        7,536        8,779
End of period backlog...  1,198,000   3,451,000    3,476,000    4,000,000    3,657,000    3,987,000    3,987,000
Pro Forma Data:
Cash interest expense (3)..................................    $   57,143                             $   28,332
Ratio of adjusted EBITDA to cash interest expense (4)......           2.6x                                   2.6x
Ratio of net total debt to adjusted EBITDA (5).............           3.8                                    4.0




                                                                     Unaudited,
                                                                       as of
                                                                      June 25,
                                                                        1999
                                                                     ----------
                                                                       Actual
                                                                  
Balance Sheet Data:
Cash and cash equivalents........................................... $   21,254
Working capital.....................................................    186,514
Total assets........................................................  1,197,324
Long-term debt, including current portion...........................    651,475
Stockholders' equity................................................    250,804

- --------
(1) Adjusted EBITDA represents earnings from continuing operations before
    interest expense, net, income taxes and depreciation and amortization
    expenses and excludes special charges and other income (expense), net. Pro
    forma adjusted EBITDA also includes cost eliminations arising from the
    elimination of duplicate personnel and real estate costs related to our
    acquisitions that are not included in our historic financial statements.
    Adjusted EBITDA and pro forma adjusted EBITDA are presented because we
    believe they are frequently used by securities analysts, investors and
    other interested parties in the evaluation of companies in our industry.
    However, other companies in our industry may calculate adjusted EBITDA and
    pro forma adjusted EBITDA differently than we do. Adjusted EBITDA and pro
    forma adjusted EBITDA are not measurements of financial performance under
    generally accepted accounting principles and should not be considered as
    alternatives to cash flow from operating activities or as measures of
    liquidity or alternatives to net income as indicators of our operating
    performance or any other measures of performance derived in accordance with
    generally accepted accounting principles. See the Statements of Cash Flows
    and Statements of Operations included in our financial statements. A
    reconciliation of net income (loss) to adjusted EBITDA and pro forma
    adjusted EBITDA is as follows:

                                       7





                                                              Unaudited                          Unaudited
                                                              Pro Forma                          Pro Forma
                           Fiscal Year Ended    Nine Months     Twelve    Unaudited  Unaudited      Six
                          --------------------     Ended     Months Ended Six Months Six Months Months Ended
                          March 28,  March 27,  December 25, December 25, Ended June Ended June   June 25,
                            1997       1998         1998         1998      26, 1998   25, 1999      1999
                                                                           
Net income (loss)
 applicable to common
 stock..................  $(13,693)  $(23,193)    $(12,091)    $(28,509)   $(36,612)  $11,391     $ 9,307
Preferred stock
 dividends..............     4,916      6,167        4,664        6,222       3,127     3,180       3,180
Discontinued
 operations--closure
 costs (net of income
 taxes).................       --       4,960          --           --        4,960       --          --
Extraordinary item--
 early extinguishment of
 debt (net of income
 taxes).................       --       5,706          --           --        5,706       --          --
Interest expense........     7,168     10,720       25,876       58,784      14,162    23,034      28,646
Interest income.........    (1,908)    (2,751)        (981)      (3,091)       (677)     (319)       (468)
Income tax provision
 (benefit)..............      (179)     4,175        6,694       (4,110)     (1,354)    9,714       7,923
Depreciation and
 amortization...........    14,363     13,158       20,094       39,513      14,186    13,805      16,544
Special charges.........     8,403     14,248       24,971       30,661      30,665       --          --
Other income (expense),
 net....................       --        (716)         --         2,934         --        --          (47)
Cost eliminations.......       --         --           --        48,050         --        --        8,400
                          --------   --------     --------     --------    --------   -------     -------
Adjusted EBITDA.........  $ 19,070   $ 32,474     $ 69,227     $150,454    $ 34,163   $60,805     $73,485
                          ========   ========     ========     ========    ========   =======     =======


(2) Excludes acquisition-related capital expenditures.

(3) Cash interest expense excludes noncash amortization of financing fees.

(4) Represents pro forma adjusted EBITDA for the twelve months ended on the
    balance sheet date compared to pro forma cash interest expense for the
    similar twelve-month period.

(5) Net total debt represents pro forma long-term debt, including current
    portion, net of pro forma cash and cash equivalents. Pro forma adjusted
    EBITDA represents EBITDA for the twelve-month period ending on the balance
    sheet date.

                                       8


                                  RISK FACTORS

   Before you invest in the series B notes, you should consider carefully the
following factors, in addition to the other information contained in this
prospectus.

Substantial Leverage--Our substantial indebtedness may have a negative impact
on our business and financial condition, which could prevent us from fulfilling
our obligations under the series B notes.

   We have now and, after this exchange offer, will continue to have a
substantial amount of indebtedness. Our substantial indebtedness could have
important consequences to our business, which, in turn, could impair our
ability to make payments on the series B notes. For example, it could:

  .  limit our ability to pursue our acquisition business strategy;

  .  limit our ability to obtain necessary financing or bonding, and to fund
     future working capital, capital expenditures and other general corporate
     requirements;

  .  require us to dedicate a substantial portion of our cash flow from
     operations to payments on our indebtedness, thereby reducing the
     availability of our cash flow to fund working capital, capital
     expenditures and other general corporate purposes;

  .  limit our flexibility in planning for, or reacting to, changes in our
     business and the environmental services industry; and

  .  limit, along with the financial and other restrictive covenants in our
     indebtedness, our ability to borrow additional funds, and failing to
     comply with those covenants could result in an event of default which,
     if not cured or waived, could have a negative impact on our business.

   The following table shows important credit statistics and assumes we had
completed the offering of the series A notes, the EFM, Roche and EMCON
acquisitions, applied the net proceeds of the offering of the series A notes to
fund the EFM and Roche acquisitions and to refinance our existing indebtedness
and borrowed the funds for the EMCON acquisition under our revolving credit
facility at the beginning of the period specified below:



                                                             Unaudited Pro Forma
                                                                 Six Months
                                                                    Ended
                                                                June 25, 1999
                                                          
Ratio of earnings to fixed charges .........................         1.9x


   For more information on our indebtedness, see "Description of Other
Indebtedness."

Additional Borrowings Available--Despite our substantial indebtedness, we may
still incur significantly more debt that would be senior to the series B notes,
which could intensify the risks described above.

   The terms of the indenture do not fully prohibit us from incurring
significant additional indebtedness in the future. In June 1998, we amended and
restated our credit facilities so that they now provide for a $228.0 million
eight-year term loan and a $185.0 million six-year revolving credit facility.
At December 25, 1998, we had outstanding $225.8 million of borrowings under the
term loan and $143.0 million under the revolving credit facility. As of June
25, 1999, after the offering of the series A notes and the EFM, Roche and EMCON
acquisitions, approximately $35.0 million was available to us and our
subsidiaries for additional borrowing under our revolving credit facility,
including capacity used for letters of credit. All borrowings under the credit
facilities are secured and are and will be senior to the series B notes and the
subsidiary guarantees. We are required to prepay the loans under our credit
facilities with the net proceeds of asset sales and some debt and equity
financings, and with a portion of our consolidated excess cash flow. For more
information on our borrowing ability, see "Description of Other Indebtedness."


                                       9


Subordination--Your right to receive payments on the series B notes will be
junior to our credit facilities and possibly all of our future borrowings.

   The series B notes and the subsidiary guarantees rank junior to all of our
and the subsidiary guarantors' existing indebtedness, other than our
convertible notes and trade payables, and all of our and their future
borrowings, except any future indebtedness that expressly provides that it
ranks equal with, or is subordinated in right of payment to, the series B notes
and the subsidiary guarantees. On June 25, 1999, the series A notes and the
subsidiary guarantees were subordinate to $369.5 million of senior debt, and
approximately $35.0 million was available for borrowing as additional senior
debt under our revolving credit facility, including capacity used for letters
of credit.

   A substantial portion of our and the subsidiary guarantors' existing
indebtedness is secured by substantially all of our and their assets. As a
result, upon any distribution to our creditors or the creditors of the
subsidiary guarantors in a bankruptcy, liquidation or reorganization or similar
proceeding relating to us or the subsidiary guarantors or our or their
property, the holders of our senior debt and the subsidiary guarantors will be
entitled to be paid in full in cash before any payment may be made on the
series B notes or the subsidiary guarantees. In addition, holders of our senior
debt may block all payments on the series B notes and the subsidiary guarantees
if we default on the payment of our senior debt and may block payments for up
to 179 of 360 consecutive days if a non-payment default occurs on our senior
debt.

   In the event of a bankruptcy, liquidation or reorganization or similar
proceeding relating to the subsidiary guarantors and us, holders of series B
notes will participate with trade creditors and all other holders of our
subordinated indebtedness and the subsidiary guarantors in the assets remaining
after the subsidiary guarantors and we have paid all of our senior debt.
However, because the indenture requires that amounts otherwise payable to
holders of series B notes in a bankruptcy or similar proceeding be paid to
holders of senior debt instead, holders of series B notes may receive less,
ratably, than holders of trade payables in any such proceeding. In any of these
cases, the subsidiary guarantors and we may not have sufficient funds to pay
all of our creditors and holders of the series B notes may receive less,
ratably, than the holders of senior debt.

Ability to Service Debt--Our inability to raise sufficient cash from operations
or through future borrowings may impair our ability to fulfill our obligations
under the series B notes.

 We May Generate Insufficient Cash Flow from Operations to Make Payments on the
 Series B Notes.

   Our ability to make payments on and to refinance our indebtedness, including
the series B notes, and to fund planned capital expenditures and any future
acquisitions will depend on our ability to generate cash in the future. Our
ability to generate sufficient cash flow is dependent upon our results of
operations, which are heavily dependent on various factors, including managing
utilization of our professional staff, properly executing projects and
successfully bidding new contracts at adequate margin levels. Our ability to
generate sufficient cash flow, to a certain extent, is also subject to general
economic, financial, competitive, legislative, regulatory and other factors
that are beyond our control.

 Our Inability To Generate Sufficient Cash Flow from Operations May Force Us to
 Rely on the Sale of Securities and Our Available Credit, which May further
 Impair Our Ability to Fulfill Our Obligations under the Series B Notes.

   If we are unable to generate sufficient cash flow in the future from our
operations, we may have to rely on the sale of securities and available credit
to fulfill our obligations under the series B notes. However, we may not be
able to obtain additional debt or equity financing on satisfactory terms. In
addition, our reliance on additional financing to fulfill our obligations under
the series B notes may enhance the risks discussed above.

                                       10


Management of Growth--Our growth and acquisition strategy may have a negative
impact on our ability to manage our business.

   We are growing rapidly through acquisitions. Our revenues have increased
from $400.0 million for the twelve months ended March 29, 1996 to $1.4 billion
for the twelve months ended December 25, 1998 on a pro forma basis. Our growth
presents numerous managerial, administrative, operational and other challenges.

   Furthermore, our business strategy calls for continued growth and
diversification through acquisitions. Identifying and pursuing future
acquisition opportunities requires a significant amount of management time and
skill. Additionally, acquisitions involve risks that could cause our actual
growth or operating results to differ from our or others' expectations. For
example:

  .  We may fail to identify suitable acquisition candidates or to acquire
     additional companies on favorable terms.

  .  We may fail to obtain the necessary financing, on favorable terms or at
     all, to finance any of our potential acquisitions.

  .  We may fail to successfully integrate or manage these acquired companies
     due to differences in business backgrounds or corporate cultures or
     inadequate internal systems or controls.

  .  These acquired companies may not perform as we expect.

  .  If we fail to successfully integrate any acquired company or are unable
     to improve our internal systems and controls fast enough to accommodate
     our growth, our reputation could be damaged. This could make it more
     difficult to market our services or to acquire additional companies in
     the future.

  .  The acquisition and integration process could take significant time away
     from management's responsibilities for supervising our ongoing business.

Risks of Achievement of Cost Savings and Integration of Operations--We may not
achieve anticipated cost savings and other benefits from our recent and future
acquisitions.

   The notes to the pro forma financial data presented in this prospectus and
our future success depend in part on our ability to achieve cost savings from
our acquisitions. We cannot guarantee that we will realize any cost savings or
other benefits from our recent acquisitions, including the EFM, Roche and EMCON
acquisitions, other than those already realized or that we will realize any
cost savings or other benefits from future acquisitions. If we fail to achieve
the cost savings and other benefits set forth in the notes to our pro forma
results, our cash flow and operating and net results will be lower than
projected. See "Unaudited Pro Forma Consolidated Financial Data" for more
detail on our cost savings.

Significant Competition-- Our industry is subject to intense competition, and
several of our competitors are larger and carry less debt than us. In addition,
many of our competitors are growing larger through consolidation. We may lack
the labor or capital resources to maintain or increase our revenues and market
share in the face of economic or industry changes, which could prevent us from
fulfilling our obligations under the series B notes.

   We compete with several national environmental and consulting firms and many
regional or niche firms. Increased competition, combined with changes in client
procurement procedures, has resulted in, among other things:

  .  lower contract margins,

  .  more fixed-price or unit-price contracts, and

  .  contract terms that increasingly require us to indemnify our clients
     against damages or injuries to third parties and property and
     environmental fines and penalties.

                                       11


   Some of our larger competitors benefit from economies of scale and have
better access to bonding and insurance markets at a lower cost than we can
achieve. The entry of large systems contractors and international engineering
and construction firms into the environmental services industry has increased
competition for major federal government contracts and programs, which have
been our primary source of revenue in recent years.

   In addition, our industry recently has been subject to intense
consolidation. We are participating actively in this consolidation to support
our growth and diversification strategy. However, we cannot assure that we will
be able to compete successfully given the intense competition and trends in our
industry.

Concentration of Revenues--Sixty percent of our pro forma revenues arise from
contracts with the federal government. Any disruption in government funding or
in our relationship with the government could have a negative impact on our
financial condition and our ability to meet our obligations under the series B
notes.

   Federal government agencies are among our most significant clients. For the
six months ended June 25, 1999 on a pro forma basis, approximately 50% of our
revenues was derived from these agencies as follows:

  .  37% from the DOD;

  .  8% from the DOE; and

  .  5% from other federal agencies.

   Many of our contracts with federal government agencies require annual
funding approval and may be terminated at their discretion. A reduction in
spending by these agencies could limit the continued funding of our existing
contracts with them and could limit our ability to obtain additional contracts.
These limitations, if significant, could have a negative impact on our
financial condition.

Fixed-Price Contracts--Fixed-price contracts constitute thirty percent of our
revenues, which, in the event of unanticipated or unforeseeable cost increases,
could have a negative impact on our financial condition if we underbid these
contracts.

   We enter into various types of contracts with our clients, including fixed-
price contracts. For the six months ended June 25, 1999 on a pro forma basis,
approximately 30% of our revenues was derived from fixed-price contracts.
Fixed-price contracts protect clients but expose us to a number of risks. These
risks include:

  .  underestimation of costs;

  .  problems with the appropriate choice of technologies;

  .  unforeseen costs or difficulties;

  .  delays beyond our control; and

  .  economic and other changes that may occur during the contract period.

Government Contractor Risks--Our government contracts expose us to the
possibility of substantial fines and penalties, governmental audits and
investigations and suspension or debarment.

   As a major provider of services to governmental agencies, we face specific
risks associated with government contracting, which include the risk of
substantial civil and criminal fines and penalties for violations of applicable
laws and regulations and the risk of negative publicity from public scrutiny of
our performance at high-profile sites. Government contracting requirements are
complex, highly technical and subject to varying interpretations. We have been,
are and expect in the future to be, the subject of audits and

                                       12


investigations by governmental agencies, including the Defense Contract Audit
Agency (the "DCAA") and the EPA's Office of Inspector General ("EPAOIG").
During the course of an audit, the DCAA or EPAOIG may disallow costs if, for
example, it determines that we improperly accounted for such costs in a manner
inconsistent with government cost accounting standards. Under the typical
"cost-reimbursable" government contracts that we perform, only those costs that
are reasonable, allocable and allowable are recoverable in accordance with
Federal Acquisition Regulations and cost-accounting standards. At present,
there are several unresolved and/or ongoing audits of our billings dating back
to 1995 and, in some instances, earlier years as well.

   In addition to damage to our business reputation, the failure to comply with
the terms of one or more of our government contracts could also result in our
suspension or debarment from government contract projects for a significant
period of time. This could result in a material adverse effect on our business.
In September 1998, OHM, one of its subsidiaries and the IT Group entered into a
Compliance Agreement with the EPA to address alleged past practices by OHM
that, according to the EPA, may have constituted a basis for suspension and/or
debarment. A breach of the Compliance Agreement by us or one of our
subsidiaries is potentially cause for our immediate suspension from future work
and/or debarment. In this regard, EFM also has several open audits by EPAOIG
and investigations involving both the Department of Justice and EPAOIG.

Environmental Contractor Risks--Increased government legislation, regulation
and enforcement and private litigation may have a negative impact on our
business and financial condition, and could impair our ability to satisfy our
obligations under the series B notes.

   Although we believe that we generally benefit from increased environmental
regulation, and from enforcement of those regulations, increased regulation,
enforcement and private litigation also create significant risks for us. These
risks include potentially large civil and criminal liabilities from violations
of environmental laws and regulations and liabilities to clients and to third
parties for damages arising from performing services for clients. Our failure
to observe the laws or the terms and conditions of licenses and permits we hold
could adversely impact our ability to carry on our business as presently
conducted.

 The Government Could Suspend or Disbar Us as a Government Contractor or Hold
 Us Liable for Clean-up Costs if We Fail to Abide by Environmental Laws and
 Regulations.

   Our operations are subject to regulation by a number of federal and other
laws and agencies. As such, we may be held directly liable for failure to abide
by these laws. Any such failure could lead to our debarment or suspension as a
government contractor. Companies that are subject to environmental liabilities
have also sought to expand the reach of the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA" or "Superfund"), the
Resource Conservation and Recovery Act ("RCRA") and similar state statutes to
make contractor firms responsible for cleanup costs. These companies claim that
environmental contractors are owners or operators of hazardous waste facilities
or that they arranged for treatment, transportation or disposal of hazardous
substances. If we are held responsible under CERCLA or RCRA for damages caused
while performing services or otherwise, we may be forced to bear this liability
by ourselves, notwithstanding the potential availability of contribution or
indemnification from other parties. Further, one of our businesses involves the
purchase and redevelopment of environmentally impaired property. As the owner
of such properties, we may be required to clean up all contamination at these
sites, even if we did not place it there. We use insurance and other risk
mitigation techniques to manage these risks but we cannot guarantee the
adequacy of those measures.

 We May Have to Pay Damages to Clients or Third Parties for Environmental or
 Other Liabilities. Due to Increased Competition in Our Industry and Changes in
 the Indemnification Policies of the Federal Governmental, Our Exposure to this
 Risk Has Increased.

   In performing services for our clients, we could become liable for breach of
contract, personal injury, property damage, negligence and other causes of
action. The damages available to a client are potentially large and could
include consequential damages.

                                       13


   Many potential clients, particularly in connection with projects involving
large-scale cleanups, try to shift to contractors the risk of completing the
project, if the contamination is either more extensive or difficult to resolve
than they anticipated. In this competitive market, clients increasingly try to
pressure contractors to accept greater risks of performance, liability for
damage or injury to third parties or property and liability for fines and
penalties. We have from time to time been involved in claims and litigation
involving disputes over such issues.

   Environmental management contractors also potentially face liabilities to
third parties for property damage or personal injury stemming from a release of
toxic substances resulting from a project performed for clients. These
liabilities could arise long after completion of a project.

   Over the past several years, the EPA and other federal agencies have
constricted significantly the circumstances under which they will indemnify
their contractors against liabilities incurred in connection with cleanup
projects and continue their attempts to renegotiate previously agreed
indemnities.

Closure of Inactive Disposal Sites and Potential CERCLA Liabilities--We remain
subject to significant liabilities arising from our discontinued operations.

   Before 1987, we were a major provider of hazardous waste transportation,
treatment and disposal operations in California. In December 1987, we adopted a
strategic restructuring program that included a formal plan to divest our
transportation, treatment and disposal operations. Closure plans for all four
of our inactive disposal sites have now been approved by all applicable
regulatory agencies. Closure construction has been completed at three of these
facilities, Montezuma Hills, Benson Ridge and Vine Hill. At December 25, 1998,
our consolidated balance sheet included accrued liabilities of approximately
$7.9 million to complete the closure and post-closure of our disposal
facilities and to cover potentially responsible party sometimes referred to as
a PRP, matters, net of certain trust fund and annuity investments, restricted
to closure and post-closure use and net of anticipated insurance settlements.

   Our provision for loss on disposition of transportation, treatment and
disposal discontinued operations is based on various assumptions and estimates,
including those discussed above. We periodically reevaluate the adequacy of
this provision in light of developments since our adoption of the divestiture
plan, and we believe that the provision as adjusted is reasonable. However, the
ultimate effect of the divestiture on our consolidated financial condition,
liquidity and results of operations is dependent on future events, the outcome
of which we cannot determine at this time. Outcomes significantly different
from those used to estimate the provision for loss could result in a material
adverse effect on our business.

 Our Closure Cost Estimates Are Subject to Uncertainties and May Result in
 Higher than Estimated Losses.

   Closure and post-closure costs associated with our inactive disposal sites
are incurred over a significant number of years and are subject to a number of
variables. We have estimated the impact of these costs in our provision for
loss on disposition of discontinued operations. However, closure and post-
closure costs could be higher than estimated if regulatory agencies were to
require procedures significantly different than those in our plans or if there
are additional delays in the closure plan approval process. Since recording our
initial provision for loss, we have been required to make four upward
adjustments to the provision. During each of the three fiscal years ended
December 25, 1998, we funded accrued costs of $11.1 million for the nine months
ended December 25, 1998, $14.9 million and $15.7 million relating to our
closure plans and construction and PRP matters. We expect to incur costs over
the next several years; however, we expect the nature of the costs to change
from closure design and construction to post-closure monitoring.

   Closure plans for our Panoche facility, the final facility to be closed,
were approved on March 18, 1998. The approved plans provide for submittal of
technical studies that will be utilized to determine final aspects, details and
costs of closure construction and monitoring programs. While we believe that
the approved closure

                                       14


plans substantially reduce future cost uncertainties, the ultimate costs will
depend upon the results of the technical studies called for in the approved
plans. Closure construction under the plans is scheduled for completion in the
fall of 2000.

 The Actual Value of the Underlying Land Could Be Materially Different from
 the Carrying Value of our Long-term Assets, which Could Have a Negative
 Impact on our Financial Condition and Results of Operations.

   The carrying value of our long-term assets of discontinued operations of
$40.0 million at June 25, 1999 is principally comprised of unused residual
land at the inactive disposal facilities. This value assumes that land sales
will occur at market prices estimated by us based on certain assumptions about
entitlements, development agreements and other factors. In June 1999, a local
community's review of its growth strategy resulted in limitations, in line
with our expectations, on our ability to develop a portion of our residual
land. We can make no assurances as to the timing of development or sales of
any of our residual land, or our ability to ultimately liquidate the land for
the sale prices assumed. If our assumptions are not realized, the value of the
land could be materially different from the current carrying value.

 Potential PRP Liabilities Could Have a Negative Impact on our Financial
 Condition and Results of Operations.

   There are several disposal sites, including the GBF Pittsburg Superfund
site, at which we have been named a PRP under CERCLA or otherwise been
identified as responsible for site cleanup. As a major provider of hazardous
waste transportation, treatment and disposal operations in California prior to
the December 1987 adoption of our strategic restructuring program, we have
been named a PRP at a number of other sites and may from time to time be so
named at additional sites, and also may face damage claims by third parties
for alleged releases or discharges of contaminants or pollutants arising out
of our transportation, treatment and disposal discontinued operations.

   For additional information about our discontinued operations, see the note
to our consolidated financial statements entitled "Discontinued Operations."

Goodwill--The amount of goodwill and other intangible assets we have recorded
from our acquisitions may not be realized, which may impact our ability to
fulfill our obligations under the series B notes.

   As of June 25, 1999, our balance sheet will have an amount called "cost in
excess of net assets of acquired business" that represents 41% of assets and
195% of stockholders' equity. Goodwill is recorded when we pay more for a
business than the fair value of the tangible and separately measurable
intangible net assets. GAAP requires us to amortize this and all other
intangible assets over the periods benefited. We have determined these periods
for some of our acquisitions to be in excess of 20 years, and in one
acquisition to be not less than 40 years.

   If it turns out that the periods should have been shorter, earnings
reported in periods right after the acquisitions would be overstated. Then in
later years, we would be burdened by a continuing charge against earnings,
without the benefit to income we thought we would get when we agreed on a
purchase price. Earnings in later years might also be significantly worse if
we determine then that the remaining balances of goodwill are impaired.

   For the OHM acquisition, we concluded that the future cash flows related to
goodwill will continue indefinitely, and there is no persuasive evidence that
any material portion will dissipate over a period shorter than 40 years. This
fact was communicated to our independent auditors in support of our position
related to a 40 year amortization period.

   The FASB is currently revising the accounting rules for business
combinations, including the accounting treatment of goodwill. Disclosures by
the FASB of the tentative changes to accounting for business

                                      15


combinations and goodwill have indicated that it plans to reduce the maximum
useful life that can be assigned to goodwill to 20 years. If these proposed
accounting rule changes are implemented, and assuming these new rules only
apply to business acquisitions subsequent to the issuance of these revised
rule, we would be required to amortize goodwill from future business
acquisitions over shorter periods than we have used for some of our
acquisitions, resulting in higher annual charges to earnings for future
acquisitions.

International Operations--Our international operations, which we are expanding
through acquisitions and internal growth, are subject to a number of risks
associated with conducting business in foreign countries that may have a
negative impact on these operations and our overall business.

   For the six months ended June 25, 1999 on a pro forma basis, approximately
3% of our revenues are derived from international operations, which were
quadrupled by our acquisition of Roche. Our business strategy includes plans to
further grow our international operations, which in general are subject to a
number of risks, including:

  .  foreign currency risks,

  .  differences in accounting practices,

  .  work stoppages,

  .  transportation delays and interruptions,

  .  political instability,

  .  expropriation and nationalization,

  .  tariffs and import and export controls,

  .  differing licensing and permit requirements, and

  .  conflicting U.S. and foreign laws.

   We cannot predict what effect, if any, these risks would have on our
business. However, given the fact that we are expanding our international
operations, our exposure to these risks will increase correspondingly.

Fluctuations in our Quarterly Operating Results--Our operating results
fluctuate across quarters due to the nature of our business. These fluctuations
may result in reduced cash flow and impair our ability to satisfy our
obligations under the series B notes in some quarterly periods.

   Our quarterly revenues, expenses and operating results may fluctuate
significantly due to a number of factors, including:

  .  the seasonality of the spending cycle of our public sector clients,
     notably the federal government,

  .  employee hiring and utilization rates,

  .  the number and significance of client projects commenced and completed
     during a quarter,

  .  delays incurred in connection with a project,

  .  the ability of our clients to terminate projects without penalties, and

  .  weather conditions.

   Historically, we experience lower revenues in the first calendar quarter
primarily due to weather conditions. Also, because we have a heavy
concentration of federal government contracts, our operating results may be
significantly affected by the federal appropriations process. However,
variations in any of these factors could cause significant fluctuations in our
operating results from quarter to quarter and, as a result, we could experience
shortfalls in our cash flow in some quarters, which would impair our ability to
make payments on the series B notes in those periods.

                                       16


Risks Associated with Year 2000 Compliance--Any malfunction in our computer
systems or those of the federal government due to the Year 2000 problem may
impair our ability to receive payments due us and satisfy our obligations under
the series B notes.

   We are highly dependent on our computer software programs and operating
systems in operating our business. We also depend on the proper functioning of
the computer systems of third parties, particularly the federal government and
its ability to pay its bills on a timely basis. The failure of any of these
systems to appropriately interpret the upcoming calendar year 2000 could cause
business interruptions or shutdown, financial loss, regulatory actions,
reputational harm and/or legal liability, which could have a material adverse
effect on our business. In addition, since a substantial portion of our
revenues are derived from federal agencies, the failure of the federal
government to pay its bills on a timely basis could have a material adverse
effect on our business and our ability to meet our obligations under the series
B notes.

   In 1998, we established an integration test plan to test our core financial
and administrative software and verify Year 2000 compliance. In February 1998,
these integration tests were successfully completed. Our core hardware was also
tested and found fully compliant with Year 2000 limitations. We also are
communicating with clients, suppliers, financial institutions and others with
which we do business to coordinate Year 2000 conversion. However, given the
complexity of Year 2000 issues and the uncertainty surrounding third party
responses to these issues, we cannot assure you that we will be effective in
eliminating all Year 2000 issues relating to our business. For more information
on our Year 2000 program, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Year 2000."

Fraudulent Conveyance Matters--Federal and state statutes may allow courts,
under specific circumstances, to avoid the subsidiary guarantees and to require
holders of the series B notes to return payments received from the subsidiary
guarantors. These statutes could cause the subsidiary guarantees to be
worthless to you. Also, if you received payments from the subsidiary
guarantors, you could be required to forfeit those payments.

   Under federal bankruptcy law and comparable provisions of state fraudulent
transfer laws, a subsidiary guarantee could be avoided by a bankrupt subsidiary
guarantor or its bankruptcy trustee, if, among other things, the subsidiary
guarantor, at the time it incurred the indebtedness evidenced by its subsidiary
guarantee:

  .  received less than reasonably equivalent value or fair consideration for
     its subsidiary guarantee; and

  .  either:

    .  was insolvent or rendered insolvent by reason of its subsidiary
       guarantee; or

    .  was engaged in a business or transaction for which the subsidiary
       guarantor's remaining assets constituted unreasonably small capital;
       or

    .  intended to incur, or believed that it would incur, debts beyond its
       ability to pay such debts as they mature.

In addition, any payment by the subsidiary guarantor pursuant to its subsidiary
guarantee could be required to be returned to it, or to a fund for the benefit
of its creditors.

   The measures of insolvency for purposes of these fraudulent transfer laws
will vary depending on the law applied in any proceeding to determine whether a
fraudulent transfer has occurred. Generally, however, a subsidiary guarantor
would be considered insolvent if:

  .  the sum of its debts, including contingent liabilities, were greater
     than the fair saleable value of all of its assets, or

  .  the present fair saleable value of its assets were less than the amount
     that would be required to pay its probable liability on its existing
     debts, including contingent liabilities, as they become absolute and
     mature, or it could not pay its debts as they become due.

                                       17


Holding Company Structure--As a result of our holding company structure, we are
dependent on our operating subsidiaries for the cash flow needed to repay the
series B notes.

   We, meaning only the IT Group, have no operations of our own and derive all
of our revenue from our subsidiaries. As a result, we are dependent on
distributions of the earnings of our subsidiaries through dividends, advances
or payments on account of intercompany obligations to pay our debts, including
the series B notes. If a subsidiary guarantee was avoided as a fraudulent
transfer, holders of other indebtedness of, and trade creditors of, that
subsidiary guarantor would generally be entitled to payment of their claims
from the assets of the subsidiary guarantor before such assets were made
available for distribution to us to satisfy our own obligations. The indenture
will permit the incurrence of substantial additional indebtedness by our
subsidiaries and us and will permit significant investments by us in our
subsidiaries, including "restricted subsidiaries," as defined in the indenture.

Possible Inability to Purchase Series B Notes upon a Change of Control--We may
not have the ability to raise the funds necessary to finance a change of
control required by the indenture.

   Upon the occurrence of specific kinds of change of control events, we will
be required to offer to repurchase all outstanding series B notes. However, it
is possible that we will not have sufficient funds at the time of the change of
control to repurchase the series B notes or that restrictions in our credit
facilities will not allow such repurchases. In addition, some important
corporate events, such as leveraged recapitalizations that would increase the
level of our indebtedness, would not constitute a "change of control" under the
indenture. The occurrence of this type of event could further impair our
ability to raise the funds necessary to finance an event that does constitute a
"change of control" under the indenture. For more information on our repurchase
requirements, see "Description of Notes--Repurchase at the Option of Holders"
and "--Change of Control."

Lack of Public Market; Restrictions on Resale--No public market exists for the
series B notes. The offering and sale of the series B notes is subject to
uncertainties regarding the liquidity of the trading market for the series B
notes.

   The series A notes are eligible for trading in PORTAL. The series B notes
are a new issue of securities with no established trading market and will not
be listed on any securities exchange. The initial purchasers have informed us
that they intend to make a market in the series B notes. However, they may
cease their market-making at any time. In addition, the liquidity of the
trading market in the series B notes and the market price quoted for the series
B notes, or, in the case of non-tendering holders of series A notes the trading
market and market price for the series A notes, may be adversely affected by
the changes in the overall market for high yield securities and by changes in
our financial performance or prospects or in the prospects for companies in our
industry generally. As a result, you cannot be sure that an active trading
market will develop for the series A or the series B notes. See "Description of
Notes--Registration Rights; Liquidated Damages."

Backup Withholding--If you are a non-U.S. holder, you may be subject to backup
withholding of 31% if you cannot certify as to your status as a non-U.S. holder
or provide an exemption to the withholding requirements.

   Treasury Regulations provide that we must withhold 31% from any interest or
other dispositions paid on the series B notes in each calendar year to a non-
U.S. holder, if the holder does not certify as to its status as a non-U.S.
holder under penalties of perjury or otherwise establishes an exemption. Any
amounts withheld under the backup withholding rules will be allowed as a refund
or credit against a non-U.S. holder's U.S. federal income tax liability. For a
more detailed discussion of backup withholding and other tax-related
requirements, see "Material Federal Income Tax Considerations."

                                       18


               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

   Statements of our intentions, beliefs, expectations or predictions for the
future, denoted by the words "anticipate," "believe," "estimate," "expect,"
"project," "imply," "intend," "foresee" and similar expressions are forward-
looking statements that reflect our current views about future events and are
subject to risks, uncertainties and assumptions. These risks, uncertainties and
assumptions include those identified in the "Risk Factors" and "Business"
sections of this prospectus and the following:

  .  changes in laws or regulations affecting our operations, as well as
     competitive factors and pricing pressures,

  .  bidding opportunities and successes,

  .  project results, including success in pursuing claims and change orders,

  .  management of our cash resources, particularly in light of our
     substantial leverage,

  .  funding of our backlog,

  .  matters affecting contracting and engineering businesses generally, such
     as the seasonality of work, the impact of weather and clients' timing of
     projects,

  .  our ability to generate a sufficient level of future earnings to utilize
     our deferred tax assets,

  .  the ultimate closure costs of our discontinued operations,

  .  the success of our acquisition strategy, including the effects of the
     integration of our recent acquisitions and any future acquisitions, and
     achievement of expected cost savings and other synergies from these
     acquisitions,

  .  adequacy of Year 2000 compliance, or assessments regarding compliance,
     by ourselves or third parties, including our customers, and the costs or
     completeness of remediation or the adequacy of contingency plans, and

  .  industry-wide market factors and other general economic and business
     conditions.

   Our actual results could differ materially from those projected in these
forward-looking statements as a result of these factors, many of which are
beyond our control.

                                       19


                               THE EXCHANGE OFFER

Purpose of the Exchange Offer

   We have commenced this exchange offer to provide holders of series A notes
with an opportunity to acquire series B notes which, unlike the series A notes,
will be freely tradable at all times, subject to any restrictions on transfer
imposed by state "blue sky" laws. On April 9, 1999, we issued and sold the
outstanding series A notes in the aggregate principal amount of $225.0 million
in order to provide financing for the Roche and EFM acquisitions, and to
refinance existing indebtedness. We did not register the sale of the series A
notes to the initial purchasers under the Securities Act in reliance upon the
exemption provided by Section 4(2) of the Securities Act. The initial
purchasers did not register the concurrent resale of the series A notes to
investors under the Securities Act in reliance upon the exemption provided by
Rule 144A of the Securities Act.

   You may not reoffer, resell or transfer your series A notes other than by
means of a registration statement filed pursuant to the Securities Act or
unless an exemption from the registration requirements of the Securities Act is
available. Pursuant to Rule 144, you generally may resell your series A notes:

  .  commencing two years after their original issue date, in an amount up
     to, for any three-month period, the greater of 1% of the series A notes
     then outstanding or the average weekly trading volume of the series A
     notes during the four calendar weeks immediately preceding the filing of
     the required notice of sale with the Commission;

  .  commencing three years after the original issue date, in any amount and
     otherwise without restriction as long as you are not, and have not been
     for the preceding 90 days, an affiliate of the IT Group. The series A
     notes are eligible for trading in the PORTAL market, and you may resell
     your series A notes to certain qualified institutional buyers pursuant
     to Rule 144A. Other exemptions may also be available under other
     provisions of the federal securities laws for the resale of the series A
     notes.

   In connection with the original issue and sale of series A notes, we entered
into a registration rights agreement, pursuant to which we agreed to file with
the Commission a registration statement covering the exchange by us of the
series B notes for the series A notes. The registration rights agreement
provides that:

  .  we will file a registration statement with the commission on or prior to
     75 days after the issue date of the series A notes;

  .  we will use our best efforts to have the registration statement declared
     effective by the Commission on or prior to 180 days after the original
     issue date;

  .  unless this exchange offer would not be permitted by applicable law or
     Commission policy, we will commence this exchange offer and use our best
     efforts to issue, on or prior to 30 business days after the date on
     which the registration statement is declared effective by the
     Commission, series B notes in exchange for all series A notes tendered
     in this exchange offer; and

  .  if obligated to file a shelf registration statement covering the series
     A notes, we will file the shelf registration statement with the
     Commission on or prior to 30 days after such filing obligation arises
     and use our best efforts to cause the shelf registration statement to be
     declared effective by the Commission on or prior to 60 days after such
     obligation arises and cause such shelf registration statement to remain
     effective and usable for a period of two years following the initial
     effectiveness thereof.

   We will pay liquidated damages to each holder of transfer-restricted
securities, as described below, if any of the following occurs:

  .  we fail to file any of the registration statements required by the
     registration rights agreement on or before the date specified for such
     filing;

  .  any of such registration statements is not declared effective by the
     Commission on or prior to the date specified for such effectiveness;

  .  we fail to consummate this offer within 30 business days after the date
     on which the registration statement covering the exchange of series B
     notes for series A notes is declared effective; or

                                       20


  .  any registration statement filed by us pursuant to the terms of the
     registration rights agreement is declared effective but thereafter
     ceases to be effective or usable in connection with resales of transfer-
     restricted securities during the periods specified in the registration
     rights agreement without being succeeded immediately by a post-effective
     amendment to that registration statement that cures the failure and that
     is itself declared effective immediately.

   We will pay liquidated damages to the holders of transfer-restricted
securities, with respect to the first 90-day period immediately following the
occurrence of a default, in an amount equal to $.05 per week per
$1,000 principal amount of transfer-restricted securities. The amount paid by
us to the holders of series A notes will increase by an additional $.05 per
week per $1,000 principal amount of transfer-restricted securities with respect
to each subsequent 60-day period until all defaults have been cured up to a
maximum amount of $.50 per week per $1,000 principal amount of transfer-
restricted securities, regardless of whether one or more default is
outstanding. Following the cure of all defaults, the accrual of damages will
cease. "Transfer-restricted securities" means each series A note until:

  .  the date on which the series A note has been exchanged by a person other
     than a broker-dealer for a series B note in this exchange offer;

  .  the date on which the series A note has been effectively registered
     under the Securities Act and disposed of in accordance with the shelf
     registration statement;

  .  the date on which the series A note is distributed to the public
     pursuant to Rule 144 under the Securities Act; or

  .  the date on which the series A note is salable pursuant to Rule 144(k)
     under the Securities Act.

   The series B notes otherwise will be substantially identical in all material
respects, including interest rate, maturity, security and restrictive
covenants, to the series A notes for which they may be exchanged pursuant to
this exchange offer.

Terms of the Exchange Offer

   Upon the terms and subject to the conditions set forth in this prospectus
and in the accompanying letter of transmittal, we will exchange $1,000
principal amount of series B notes for each $1,000 principal amount of our
outstanding series A notes. Series B notes will be issued only in integral
multiplies of $1,000 to each tendering holder of series A notes whose series A
notes are accepted in this exchange offer.

   The series B notes will bear interest from and including the original issue
date of the series A notes. Accordingly, if you receive series B notes in
exchange for series A notes, you will forego accrued but unpaid interest on
your exchanged series A notes for the period from and including the issue date
of the series A notes to the date of your exchange for series B notes, but will
be entitled to interest under the series B notes.

   As of the date of this prospectus, $225.0 million aggregate principal amount
of series A notes were outstanding. This prospectus and the letter of
transmittal are being sent to all registered holders of series A notes as of
this date. You will not be required to pay brokerage commissions or fees or,
subject to the instructions in the letter of transmittal, transfer taxes with
respect to your exchange of series A notes pursuant to this exchange offer. We
will pay all charges and expenses, other than certain transfer taxes that may
be imposed, in connection with this exchange offer. See "--Payment of Expenses"
below.

   As a holder of series A notes, you do not have any appraisal or dissenters'
rights under the Delaware General Corporation Law in connection with this
exchange offer.

Expiration Date; Extensions; Termination

   This exchange offer will expire at 5:00 P.M., New York City time, on
Wednesday, October 20, 1999, subject to our extension by notice to The Bank of
New York, the exchange agent. We reserve the right to extend this exchange
offer in our discretion, in which event the expiration date shall be the time
and date on

                                       21


which this exchange offer as so extended shall expire. We shall notify the
exchange agent of any extension by oral or written notice and shall mail to you
an announcement thereof, each prior to 9:00 A.M., New York City time, on the
next business day after the previously scheduled expiration date.

   We reserve the right to extend or terminate this exchange offer and not
accept for exchange any series A notes if any of the events set forth below
under "--Conditions to the Exchange Offer" occur and are not waived by us, by
giving oral or written notice of such delay or termination to the exchange
agent. See "--Conditions to the Exchange Offer." The rights we reserve in this
paragraph are in addition to our rights set forth below under the caption "--
Conditions to the Exchange Offer."

Procedures for Tendering

   Your tender of series A notes pursuant to one of the procedures set forth
below and our acceptance will constitute an agreement between you and we in
accordance with the terms and subject to the conditions set forth in this
prospectus and the letter of transmittal.

   Except as set forth below, if you who wish to tender your series A notes for
exchange pursuant to this exchange offer, you must transmit a properly
completed and duly executed letter of transmittal, including all other
documents required by such letter of transmittal, to the exchange agent at the
address set forth below under "Exchange Agent" on or prior to the expiration
date. In addition, either:

  .  certificates for such series A notes must be received by the exchange
     agent along with the letter of transmittal; or

  .  a timely confirmation of a book-entry transfer of such series A notes,
     if such procedure is available, into the exchange agent's account at The
     Depository Trust Company pursuant to the procedure for book-entry
     transfer described below, must be received by the exchange agent prior
     to the expiration date; or

  .  the holder must comply with the guaranteed delivery procedures described
     below. Letters of transmittal and series A notes should not be sent to
     us. We are not asking you for a proxy and you are requested not to send
     us a proxy.

   Signatures on a letter of transmittal must be guaranteed unless the series A
notes are tendered (1) by a registered holder of series A notes who has not
completed the box entitled "Special Issuance and Delivery Instructions" on the
letter of transmittal or (2) for the account of any firm that is a member of a
registered national securities exchange or a member of the National Association
of Securities Dealers, Inc. or a commercial bank or trust company having an
office in the U.S., sometimes referred to as an eligible institution. In the
event that signatures on a letter of transmittal are required to be guaranteed,
the guarantee must be by an eligible institution.

   Your method of delivery of series A notes and other documents to the
exchange agent is at your election and risk, but if delivery is by mail we
suggest that the mailing be made sufficiently in advance of the expiration date
to permit delivery to the exchange agent before the expiration date.

   If the letter of transmittal is signed by a person other than a registered
holder of any tendered series A note, the series A note must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name or names of the registered holder or holders appear on the series A note.

   If the letter of transmittal or any series A notes or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
they should indicate the capacity in which they are signing, and, unless waived
by us, should provide proper evidence satisfactory of their authority to act.

   We will resolve all questions as to the validity, form, eligibility,
including time of receipt, and acceptance of tendered series A notes, which
determination will be final and binding. We reserve the absolute right to

                                       22


reject any or all tenders that are not in proper form or the acceptance of
which would, in the opinion of our counsel be unlawful. We also reserve the
right to waive any irregularities or conditions of tender as to particular
series A notes. Our interpretation of the terms and conditions of this exchange
offer, including the instructions in the letter of transmittal, will be final
and binding. Unless waived, any irregularities in connection with tenders must
be cured within the period of time determined by us. Neither the exchange agent
nor we is under any duty to give notification of defects in such tenders or
shall incur liabilities for failure to give such notification. Tenders of
series A notes will not be deemed to have been made until such irregularities
have been cured or waived. Any series A notes received by the exchange agent
that are not properly tendered and as to which the irregularities have not been
cured or waived will be returned by the exchange agent to the tendering holder,
unless otherwise provided in the letter of transmittal, as soon as practicable
following the expiration date.

   Our acceptance of your series A notes pursuant to this exchange offer will
constitute a binding agreement between you and us upon the terms and subject to
the conditions of this exchange offer.

 Book-Entry Transfer

   The exchange agent will make a request to establish an account with respect
to the series A notes at DTC for purposes of this exchange offer, including use
of DTC's "ATOP" system, within two business days after the date of
effectiveness of the registration statement of which this prospectus forms a
part, and any financial institution that is a participant in DTC's systems may
make book-entry delivery of series A notes by causing DTC to transfer series A
notes into the exchange agent's account at DTC in accordance with DTC's
procedures for transfer. However, although delivery of series A notes may be
effected through book-entry transfer at DTC, the letter of transmittal or
facsimile thereof with any required signature guarantees and any other required
documents must, in any case, be transmitted to and received by the exchange
agent at one of the addresses set forth below under "Exchange Agent" on or
prior to the expiration date or the guaranteed delivery procedures described
below must be complied with.

 Guaranteed Delivery Procedures

   If you wish to tender your series A notes and (1) your series A notes are
not immediately available or (2) you cannot deliver your series A notes, the
letter of transmittal or any other required documents to the exchange agent
prior to the expiration date, you may effect a tender if:

  .  your tender is made through an eligible institution;

  .  prior to the expiration date, the exchange agent receives from your
     designated eligible institution a properly completed and duly executed
     notice of guaranteed delivery by facsimile transmission, mail or hand
     delivery setting forth your name and address, the certificate number(s)
     of your tendered series A notes and the principal amount of your
     tendered series A notes, stating that the tender is being made thereby
     and guaranteeing that, within five NYSE trading days after the
     expiration date, the letter of transmittal or facsimile thereof together
     with the certificate(s) representing your series A notes, or a book-
     entry confirmation, as the case may be, and any other documents required
     by the letter of transmittal will be deposited by the eligible
     institution with the exchange agent; and

  .  your properly completed and executed letter of transmittal or facsimile
     thereof, as well as the certificate(s) representing all your tendered
     series A notes in proper form for transfer, or a book-entry
     confirmation, as the case may be, and all other documents required by
     the letter of transmittal are received by the exchange agent within five
     NYSE trading days after the expiration date.

   Upon request of the exchange agent, the exchange agent or we will send a
notice of guaranteed delivery to you if you wish to tender your series A notes
according to the guaranteed delivery procedures set forth above.

Conditions to the Exchange Offer

   Notwithstanding any other provisions of this exchange offer or any extension
of this exchange offer, we will not be required to issue series B notes in
respect of any properly tendered series A notes not previously

                                       23


accepted, and may terminate this exchange offer by oral or written notice to
the exchange agent and the holders, or at our option, modify or otherwise amend
this exchange offer, if any material change occurs that is likely to affect
this exchange offer, including, but not limited to, the following:

  .  there shall be instituted or threatened any action or proceeding before
     any court or governmental agency challenging this exchange offer or
     otherwise directly or indirectly relating to this exchange offer or
     otherwise affecting us;

  .  there shall occur any development in any pending action or proceeding
     that, in our sole judgment, would or might (1) have an adverse effect on
     our business, (2) prohibit, restrict or delay consummation of this
     exchange offer or (3) impair the contemplated benefits of this exchange
     offer;

  .  any statute, rule or regulation shall have been proposed or enacted, or
     any action shall have been taken by any governmental authority which, in
     our sole judgment, would or might (1) have an adverse effect on our
     business, (2) prohibit, restrict or delay consummation of this exchange
     offer or (3) impair the contemplated benefits of this exchange offer; or

  .  there exists, in our sole judgment, any actual or threatened legal
     impediment, including a default or prospective default under an
     agreement, indenture or other instrument or obligation to which we are a
     party or by which we are bound, to the consummation of the transactions
     contemplated by this exchange offer.

   We expressly reserve the right to terminate this exchange offer and not
accept for exchange any series A notes upon the occurrence of any of the
foregoing conditions. In addition, we may amend this exchange offer at any time
prior to 5:00 P.M., New York City time, on the expiration date if any of the
conditions listed above occur. Moreover, regardless of whether any of these
conditions has occurred, we may amend this exchange offer in any manner that,
in our good faith judgment, is advantageous to you.

   These conditions are for our sole benefit and may be waived by us, in whole
or in part, in our sole discretion. Any determination we make concerning an
event, development or circumstance described or referred to above will be final
and binding on all parties.

Acceptance of Series A Notes for Exchange; Delivery of Series B Notes

   Upon the terms and subject to the conditions of this exchange offer, we will
accept all series A notes validly tendered prior to 5:00 P.M., New York City
time, on the expiration date. We will deliver series B notes in exchange for
series A notes promptly following the expiration date.

   For purposes of this exchange offer, we shall be deemed to have accepted
validly tendered series A notes when, as and if we have given oral or written
notice of acceptance to the exchange agent. The exchange agent will act as
agent for the tendering holders for the purpose of receiving the series A
notes. Under no circumstances will interest be paid by the exchange agent or us
for any delay in making payment or delivery.

   If we do not accept your tendered series A notes for exchange because of an
invalid tender, the occurrence of other events listed in this prospectus or
otherwise, we will return your unaccepted series A notes to you, at our
expense, as promptly as practicable after the expiration or termination of this
exchange offer.

Withdrawal Rights

   Your tender of series A notes may be withdrawn at any time prior to the
expiration date.

   For your withdrawal to be effective, you must deliver a written notice of
withdrawal to the exchange agent at the address set forth below under "Exchange
Agent." Your notice of withdrawal must specify your name, identify the series A
notes to be withdrawn, including the principal amount, and, where certificates
for series A notes have been transmitted, specify the name in which the series
A notes are registered, if different from your name. If certificates for series
A notes have been delivered or otherwise identified to the exchange agent,
then, prior to the release of the certificates you must also submit the serial
numbers of the particular certificates to be

                                       24


withdrawn and a signed notice of withdrawal with signatures guaranteed by an
eligible institution unless you are an eligible institution. If your series A
notes have been tendered pursuant to the procedure for book-entry transfer
described above, your notice of withdrawal must specify the name and number of
the account at DTC to be credited with the withdrawn series A notes and
otherwise comply with the procedures of such facility. We will determine all
questions as to the validity, form and eligibility (including time of receipt)
of such notices which determination shall be final and binding on all parties.

   Any series A notes that are withdrawn will be deemed not to have been
validly tendered for exchange for purposes of this exchange offer. Any series A
notes that have been tendered for exchange but that are not exchanged for any
reason will be returned to the holder thereof without cost to such holder, or,
in the case of series A notes tendered by book-entry transfer into the exchange
agent's account at DTC pursuant to the book-entry transfer procedures described
above, will be credited to an account maintained with DTC for the series A
notes, as soon as practicable after withdrawal, rejection of tender or
termination of this exchange offer. You may retender any properly withdrawn
series A notes by following one of the procedures described under "--Procedures
for Tendering" above at any time on or prior to the expiration date.

Material Federal Income Tax Consequences

   The following discussion summarizes the material federal income tax
consequences of this exchange offer. This discussion is not binding on the IRS
or the courts, and we cannot assure you that the IRS will not take, and that a
court would not sustain, a position contrary to that described below. This
summary is based on the current provisions of the tax code and applicable
Treasury regulations, judicial authority and administrative pronouncements. The
tax consequences described below could be modified by future changes in the
relevant law, which could have retroactive effect. You should consult your own
tax adviser as to these and any other federal income tax consequences of this
exchange offer as well as any tax consequences to you under foreign, state,
local or other law.

   Your exchange of series A notes for series B notes pursuant to this exchange
offer should be treated as a modification of the series A notes that does not
constitute a material change in their terms, and we intend to treat the
exchange in this manner. Under this approach, a series B note is treated as a
continuation of the corresponding series A note. Your holding period for a
series B note would include your holding period for the series A note. You
would not recognize any gain or loss, and your basis in the series B note would
be the same as your basis in the series A note. This exchange offer will result
in no federal income tax consequences to a non-exchanging holder. See "Material
Federal Income Tax Considerations of the Exchange Offer."

Exchange Agent

   The Bank of New York has been appointed as exchange agent for this exchange
offer. You should address all correspondence in connection with this exchange
offer and the letter of transmittal to the exchange agent as follows:

                             The Bank of New York



 By Registered
  or Certified
     Mail:        Facsimile Transmission Number:    By Hand/Overnight Delivery:
 -------------    ------------------------------    ---------------------------
                                            
  The Bank of
    New York           Attn.: Jackie Warren            The Bank of New York
  101 Barclay
   Street, 7E         Reorganization Section            101 Barclay Street
 New York, New
   York 10286             (212) 815-4699          Corporate Trust Services Window
 Attn.: Jackie
     Warren                                                Ground Level
 Reorganization
     Section     (For Eligible Institutions Only)    New York, New York 10286
                      Confirm by Telephone:            Attn.: Jackie Warren
                          (212) 815-5924              Reorganization Section
                      For Information Call:
                          (212) 815-5924



                                       25


   You may request additional copies of this prospectus or the letter of
transmittal from the exchange agent or us.

Payment of Expenses

   We have not retained any dealer-manager or similar agent in connection with
this exchange offer and will not make any payments to brokers, dealers or
others for soliciting acceptances of this exchange offer. We, however, will pay
reasonable and customary fees and reasonable out-of-pocket expenses to the
exchange agent in connection with the solicitation of acceptances. We will also
pay the cash expenses to be incurred in connection with this exchange offer,
including accounting, legal, printing and related fees and expenses.

Accounting Treatment

   We will record the series B notes at the same carrying value as the series A
notes, as reflected in our accounting records on the date of the exchange.
Accordingly, we will recognize no gain or loss for accounting purposes. We will
capitalize our expenses of this exchange offer for accounting purposes.

Resales of Notes

   With respect to resales of series B notes, based on interpretive letters
issued by the staff of the Commission to third parties, we believe that a
holder of series B notes who exchanged series A notes for series B notes in the
ordinary course of business and who is not participating, does not intend to
participate, and has no arrangement or understanding with any person to
participate, in a distribution of the series B notes, will be allowed to resell
the series B notes to the public without further registration under the
Securities Act and without delivering to purchasers of the series B notes a
prospectus that satisfies the requirements of the Securities Act, except for:

  .  a broker-dealer who purchases series B notes directly from us to resell
     pursuant to Rule 144A or any other available exemption under the
     Securities Act, or

  .  a person who is our "affiliate" within the meaning of Rule 405 under the
     Securities Act.

   However, a broker-dealer who holds series A notes that were acquired for its
own account as a result of market-making or other trading activities may be
deemed to be an underwriter within the meaning of the Securities Act and must,
therefore, deliver a prospectus meeting the requirements of the Securities Act.
If any other holder is deemed to be an underwriter within the meaning of the
Securities Act or acquires series B notes in this exchange offer for the
purpose of distributing or participating in a distribution of series B notes,
the holder must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction, unless an exemption from registration is otherwise available. We
have agreed that for a period of 180 days from the expiration date, we will
make this prospectus, as amended or supplemented, available to any broker-
dealer for use in connection with any resale.

                                       26


                                 CAPITALIZATION
                                 (In thousands)

   The following table presents our consolidated capitalization as of June 25,
1999 on an actual basis.

   You should read this table in conjunction with "Management's Discussion and
Analysis of Results of Operations and Financial Condition," "Description of
Other Indebtedness" and our consolidated financial statements and related
notes.



                                                                         As of
                                                                        June 25,
                                                                          1999
                                                                     
Cash and cash equivalents ............................................. $ 21,254
                                                                        ========
Long-term debt (including current portion):
  Credit agreement debt:
   Revolving credit facility borrowings ............................... $146,000
   Term loan ..........................................................  223,500
  11 1/4% Senior Subordinated Notes due 2009 ..........................  225,000
  8% Convertible Subordinated Debentures due 2006 .....................   44,548
  Other borrowings ....................................................   12,427
                                                                        --------
    Total long-term debt, including current portion ...................  651,475
Stockholders' equity ..................................................  250,804
                                                                        --------
Total capitalization .................................................. $902,279
                                                                        ========


                                       27


                 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
                         (In thousands, except ratios)

   The following table presents our selected consolidated financial data as of
and for the periods shown below. In June 1998, we changed our fiscal year-end
from the last Friday in March to the last Friday in December of each year,
effective with the nine months ended December 25, 1998. We derived this data
from our consolidated financial statements. Historical results should not be
taken as necessarily indicative of the results that may be expected for any
future period. You should read this consolidated financial data in conjunction
with our consolidated financial statements and the related notes and
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" contained in this prospectus.



                                     Twelve Months Ended                                    Unaudited
                          ---------------------------------------------               ----------------------
                                                                         Nine Months  Six Months  Six Months
                                                                            Ended       Ended       Ended
                          March 31,   March 29,  March 28,   March 27,   December 25,  June 26,    June 25,
                             1995       1996        1997        1998         1998        1998        1999
                                                                             
Income Statement Data:
Revenues................  $  423,972  $400,042   $  362,131  $  442,216   $  757,435  $  361,226  $  559,264
Cost of revenues........     356,446   341,890      323,993     391,126      666,474     316,779     481,360
Gross margin............      67,526    58,152       38,138      51,090       90,961      44,447      77,904
Sales, general and
 administrative
 expenses...............      41,936    38,125       33,431      31,774       41,828      24,470      30,904
Special charges (1).....     (19,777)  (25,326)      (8,403)    (14,248)     (24,971)    (30,665)        --
Operating income
 (loss).................      19,440    20,027       (3,696)      5,068       24,162     (10,688)     47,000
Interest expense........      (7,581)   (7,014)      (7,168)    (10,720)     (25,876)    (14,162)    (23,034)
Interest income.........         471       569        1,908       2,751          981         677         319
Other income, net.......         --        --           --          716          --          --          --
Income (loss) from
 continuing operations
 before income taxes....      (1,297)  (11,744)      (8,956)     (2,185)        (733)    (24,173)     24,285
Income tax (provision)
 benefit................      (2,383)   12,290          179      (4,175)      (6,694)      1,354      (9,714)
Discontinued
 operations--closure
 costs (net of income
 taxes).................     (10,603)      --           --       (4,960)         --       (4,960)        --
Extraordinary item--
 early extinguishment of
 debt (net of income
 taxes).................         --        --           --       (5,706)         --       (5,706)        --
Net income (loss).......     (14,283)      546       (8,777)    (17,026)      (7,427)    (33,485)     14,571
Preferred stock
 dividends..............      (4,200)   (4,200)      (4,916)     (6,167)      (4,664)     (3,127)     (3,180)
Net income (loss)
 applicable to common
 stock..................     (18,483)   (3,654)     (13,693)    (23,193)     (12,091)    (36,612)     11,391
Ratio of earnings to
 fixed charges (2)......         --        --           --          --           --          --         1.9x

Other Data:
Adjusted EBITDA (3).....  $   44,740  $ 34,529   $   19,070  $   32,474   $   69,227  $   34,163  $   60,805
Depreciation and
 amortization...........      19,150    14,502       14,363      13,158       20,094      14,186      13,805
Capital expenditures
 (4)....................      10,533     4,696        3,361       4,766        6,860       3,692       7,536
End of period backlog...   1,176,000   975,000    1,198,000   3,451,000    3,476,000   3,657,000   3,987,000
Net cash (used for)
 provided by operating
 activities.............       2,251    14,181       24,795     (19,540)     (34,493)    (38,210)    (18,440)
Net cash (used for)
 provided by investing
 activities.............     (10,543)   32,953       (7,441)   (170,051)     (81,439)   (208,154)   (186,149)
Net cash provided by
 (used for) financing
 activities.............       4,193   (29,188)      37,050     135,459      112,432     214,194     204,578

Balance Sheet Data:
Cash and cash
 equivalents............  $    6,547  $ 24,493   $   78,897  $   24,765   $   21,265  $   21,958  $   21,254
Working capital.........      73,838    89,174      110,705      74,924      120,260     108,030     186,514
Total assets............     362,152   315,314      342,531     709,217      948,606     834,157   1,197,324
Total long-term debt,
 including current
 portion................      81,343    65,708       71,217     301,435      422,662     382,448     651,475
Total stockholders'
 equity.................     145,921   140,865      168,853     148,150      238,168     228,611     250,804


                                       28


- --------
(1) The following table presents a summary of our special charges for the
   periods shown.



                                    Twelve Months Ended                              Unaudited
                          ---------------------------------------              ---------------------
                                                                  Nine Months  Six Months Six Months
                                                                     Ended       Ended      Ended
                          March 31, March 29, March 28, March 27, December 25,  June 26,   June 25,
                            1995      1996      1997      1998        1998        1998       1999
                                                                     
Businesses exited.......   $ 9,827   $26,416   $   --   $  1,800    $ 24,971    $24,971      $ --
Severance and lease and
 facility costs.........       850       --      8,403       --          --         --         --
Acquisition
 integration............       --        --        --      5,694         --       5,694        --
Settlement and
 litigation.............     9,100    (1,090)      --      3,943         --         --         --
Headquarters
 relocation.............       --        --        --      2,811         --         --         --
                           -------   -------   -------  --------    --------    -------      ----
 Total..................   $19,777   $25,326   $ 8,403  $ 14,248    $ 24,971    $30,665        --
                           =======   =======   =======  ========    ========    =======      ====
 Special charges
  included in the
  calculation of
  operating income......   $ 6,150   $   --    $ 8,403  $ 14,248    $ 24,971    $30,665      $ --

- --------
See "Management's Discussion and Analysis of Results of Operations and
Financial Condition--Special Charges."
(2) The ratio of earnings to fixed charges is computed by dividing earnings by
    fixed charges. For this purpose, "earnings" include net income (loss)
    before taxes and fixed charges (adjusted for interest capitalized during
    the period) and "fixed charges" include interest, whether expensed or
    capitalized, amortization of debt expenses and the portion of rental
    expense that is representative of the interest factor in these rentals. For
    the years ended March 31, 1995, March 29, 1996, March 28, 1997, March 27,
    1998, the nine months ended December 25, 1998, and the two quarters ended
    June 26, 1998, earnings were insufficient to cover fixed charges by
    approximately $1,297, $11,744, $8,956, $2,185, $733 and $24,173.
(3) Adjusted EBITDA represents earnings from continuing operations before
    interest expense, net, income taxes and depreciation and amortization
    expenses and excludes special charges and other income, net. Adjusted
    EBITDA is presented because we believe it is frequently used by securities
    analysts, investors and other interested parties in the evaluation of
    companies in our industry. However, other companies in our industry may
    calculate adjusted EBITDA differently than we do. Adjusted EBITDA is not a
    measurement of financial performance under generally accepted accounting
    principles and should not be considered as an alternative to cash flow from
    operating activities or as a measure of liquidity or an alternative to net
    income as indicators of our operating performance or any other measures of
    performance derived in accordance with generally accepted accounting
    principles. See the Statements of Cash Flows and Statements of Operations
    included in our financial statements. A reconciliation of net income (loss)
    to adjusted EBITDA is as follows:



                                    Twelve Months Ended                                  Unaudited
                          ------------------------------------------               ---------------------
                                                                      Nine Months  Six Months Six Months
                                                                         Ended       Ended      Ended
                          March 31,  March 29,  March 28,  March 27,  December 25,  June 26,   June 25,
                            1995       1996       1997       1998         1998        1998       1999
                                                                         
Net income (loss)
 applicable to common
 stock..................  $(18,483)  $ (3,654)  $(13,693)  $(23,193)    $(12,091)   $(36,612)  $11,391
Preferred stock
 dividends..............     4,200      4,200      4,916      6,167        4,664       3,127     3,180
Discontinued
 operations--closure
 costs (net of income
 taxes).................    10,603        --         --       4,960          --        4,960       --
Extraordinary item--
 early extinguishment of
 debt (net of income
 taxes).................       --         --         --       5,706          --        5,706       --
Interest expense........     7,581      7,014      7,168     10,720       25,876      14,162    23,034
Interest income.........      (471)      (569)    (1,908)    (2,751)        (981)       (677)     (319)
Income tax provision
 (benefit)..............     2,383    (12,290)      (179)     4,175        6,694      (1,354)    9,714
Depreciation and
 amortization...........    19,150     14,502     14,363     13,158       20,094      14,186    13,805
Special charges.........    19,777     25,326      8,403     14,248       24,971      30,665       --
Other income (expense),
 net....................       --         --         --        (716)         --          --        --
                          --------   --------   --------   --------     --------    --------   -------
Adjusted EBITDA.........  $ 44,740   $ 34,529   $ 19,070   $ 32,474     $ 69,227    $ 34,163   $60,805
                          ========   ========   ========   ========     ========    ========   =======

(4) Excludes acquisition-related capital expenditures.

                                       29


                UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

   The following unaudited pro forma consolidated financial data is derived
from the historical consolidated financial statements of the IT Group, the
consolidated financial statements of OHM, the consolidated financial statements
of GTI, the statement of assets acquired and liabilities assumed and the
statement of operating revenue and expenses of EFM, the consolidated financial
statements of Roche and the consolidated financial statements of EMCON.

   The unaudited pro forma consolidated statement of operations for six months
ended June 25, 1999 and the twelve months ended December 25, 1998 are adjusted
to give effect to the offering of the series A notes and the application of its
net proceeds, and the acquisitions of OHM, GTI, EFM, Roche and EMCON as if
those transactions had occurred as of December 27, 1997.

   The unaudited pro forma adjustments are based upon available information and
certain assumptions that we believe are factually supportable. The unaudited
pro forma consolidated financial data does not purport to represent what our
consolidated results of operations would have been had the transactions
described above actually occurred on the dates indicated. In addition, the
unaudited pro forma consolidated financial data does not purport to project our
consolidated results of operations for the current year or any future date or
period.

   You should read the unaudited pro forma consolidated financial data in
conjunction with the consolidated financial statements of the IT Group, OHM,
GTI and Roche, and the statement of assets acquired and liabilities assumed and
the statement of operating revenue and expenses of EFM, and the related notes
included in this prospectus and the consolidated financial statements of EMCON
incorporated by reference in this prospectus.

                                       30


            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                         Six Months ended June 25, 1999
                                 (In thousands)



                          IT Group      EFM         Roche        EMCON
                         Six months Three months Three months Five months
                           ended       ended        ended        ended     Acquisition
                          June 25,   March 31,    March 31,     May 31,    and Offering
                            1999      1999(4)      1999(5)      1999(6)   Adjustments(7)  Pro Forma
                                                                        
Revenues................  $559,264    $29,939       $5,543      $56,182      $   --       $650,928
Cost and expenses:
  Cost of revenues......   481,360     23,351        3,030       33,504         (429)(a)   540,816
  Selling, general, and
   administrative
   expenses.............    30,904      4,723        2,643       22,232        1,069 (b)    61,571
                          --------    -------       ------      -------      -------      --------
Operating income
 (loss).................    47,000      1,865         (130)         446         (640)       48,541
Interest expense........   (23,034)       --           (51)        (567)      (4,994)(c)   (28,646)
Interest income.........       319        --           --           149          --            468
Other income (expense),
 net....................       --         --            25           22          --             47
                          --------    -------       ------      -------      -------      --------
Income (loss) from
 continuing operations
 before income taxes....    24,285      1,865         (156)          50       (5,634)       20,410
(Provision) benefit for
 income taxes...........    (9,714)       --            44          (21)       1,768 (b)    (7,923)
                          --------    -------       ------      -------      -------      --------
Net income (loss).......    14,571      1,865         (112)          29       (3,866)       12,487
Less preferred
 dividends..............    (3,180)       --           --           --           --         (3,180)
                          --------    -------       ------      -------      -------      --------
Net income (loss)
 applicable to common
 stock..................  $ 11,391    $ 1,865       $ (112)     $    29      $(3,866)     $  9,307
                          ========    =======       ======      =======      =======      ========




     See notes to unaudited pro forma consolidated statement of operations.

                                       31


           UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                     Twelve Months ended December 25, 1998
                                (In thousands)



                      IT Group     IT Group       OHM           GTI
                    Nine months  Three months  Two months  Eleven months     EFM         Roche        EMCON
                       ended        ended        ended         ended      Year ended   Year ended   Year ended   Acquisition
                    December 25,  March 27,   February 24,  October 31,  December 31, December 31, December 31,  and Offering
                      1998(1)      1998(1)      1998(2)       1998(3)      1998(4)      1998(5)      1998(6)    Adjustments(7)
                                                                                        
Revenues..........    $757,435     $136,038     $59,449      $182,243      $105,906     $28,250      $151,348      $    --
Cost and expenses:
  Cost of
   revenues.......     666,474      119,554      56,668       148,209        80,918      16,925        98,137        (1,917)(a)
  Selling,
   general, and
   administrative
   expenses.......      41,828       10,592       6,893        28,705        18,863      11,171        49,373         5,385 (b)
  Special
   charges........      24,971        5,694         --            --            --          --             (4)           --
                      --------     --------     -------      --------      --------     -------      --------      --------
Operating income
 (loss)...........      24,162          198      (4,112)        5,329         6,125         154         3,842        (3,468)
Interest expense..     (25,876)      (5,197)     (1,071)          --            --         (278)       (1,234)      (25,128)(c)
Interest income...         981          614         292           649           --            7           548           --
Other income
 (expense), net...         --           716      (2,774)         (625)          --         (236)          (15)          --
                      --------     --------     -------      --------      --------     -------      --------      --------
Income (loss) from
 continuing
 operations before
 income taxes.....        (733)      (3,669)     (7,665)        5,353         6,125        (353)        3,141       (28,596)
(Provision)
 benefit for
 income taxes.....      (6,694)         141       3,066        (4,257)          --          435        (1,508)       12,927 (d)
                      --------     --------     -------      --------      --------     -------      --------      --------
Net income
 (loss)...........      (7,427)      (3,528)     (4,599)        1,096         6,125          82         1,633       (15,669)
Less preferred
 dividends........      (4,664)      (1,558)        --            --            --          --            --            --
                      --------     --------     -------      --------      --------     -------      --------      --------
Net income (loss)
 applicable to
 common stock.....    $(12,091)    $ (5,086)    $(4,599)     $  1,096      $  6,125     $    82      $  1,633      $(15,669)
                      ========     ========     =======      ========      ========     =======      ========      ========

                    Pro Forma
                 
Revenues..........  $1,420,669
Cost and expenses:
  Cost of
   revenues.......   1,184,968
  Selling,
   general, and
   administrative
   expenses.......     172,810
  Special
   charges........      30,661
                    -----------
Operating income
 (loss)...........      32,230
Interest expense..     (58,784)
Interest income...       3,091
Other income
 (expense), net...      (2,934)
                    -----------
Income (loss) from
 continuing
 operations before
 income taxes.....     (26,397)
(Provision)
 benefit for
 income taxes.....       4,110
                    -----------
Net income
 (loss)...........     (22,287)
Less preferred
 dividends........      (6,222)
                    -----------
Net income (loss)
 applicable to
 common stock.....  $  (28,509)
                    ===========


    See notes to unaudited pro forma consolidated statement of operations.

                                       32


       NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
    Six Months ended June 25, 1999 and Twelve Months ended December 25, 1998

General

   (1) In June 1998, we changed our fiscal year-end from the last Friday in
March to the last Friday in December of each year effective with the nine
months ended December 25, 1998. Therefore, our statements of operations for the
nine months ended December 25, 1998 and the three months ended March 27, 1998
were used for purposes of preparing the unaudited pro forma consolidated
statement of operations to present a complete twelve months of our operations.

   (2) In January 1998, we entered into a merger agreement to acquire OHM. The
transaction was effected through a two-step process consisting of (a) the
acquisition on February 25, 1998 of 54% of OHM through a cash tender offer for
a total consideration of approximately $160.2 million plus approximately $4.6
million in asset acquisition costs and (b) the acquisition of the remaining 46%
of the outstanding OHM stock in the merger providing for the issuance of
12,900,000 shares of our common stock and cash payment of approximately $30.8
million. OHM was included in our historic statement of operations from February
25, 1998 to December 25, 1998. OHM operations for the two months ended February
24, 1998 have been included in the unaudited pro forma consolidated statement
of operations to present a complete twelve months of OHM's operations.

   (3) On December 2, 1998, we acquired GTI for a total consideration of $69.4
million plus approximately $2.0 million in transaction costs. GTI was included
in our historic statement of operations from December 2, 1998 to December 25,
1998. The GTI eleven months ended October 31, 1998 historic statement of
operations has been included in the unaudited pro forma consolidated statement
of operations to present a complete twelve months of GTI's operations.

   (4) On April 9, 1999, we purchased specified assets of EFM for $82.0 million
in cash, reduced by $8.0 million representing working capital retained by ICF
Kaiser. We also agreed to assume certain liabilities of EFM. The EFM March 31,
1999 and December 31, 1998 historic statements of assets acquired and
liabilities assumed and statements of operating revenue and expenses have been
included in the unaudited pro forma consolidated statements of operations
assuming the acquisition occurred as of the beginning of the periods presented.

   (5) On March 31, 1999, we acquired all of the capital stock of Roche for
$10.2 million in cash, subject to the terms of a share purchase agreement and
corporate reorganization as described in the notes to the Roche 1998 financial
statements. The final purchase price is subject to a net book value adjustment
and future earnout consideration. The March 31, 1999 and the December 31, 1998
historic financial statements of Roche have been included in the unaudited pro
forma consolidated statements of operations assuming the acquisition occurred
as of the beginning of the periods presented. The historic statement of
operations for the twelve months ended December 31, 1998 has been adjusted for
the elimination of a completed contract and certain assets and liabilities that
we did not acquire as follows (in thousands); there was no material effect to
operating results for these excluded assets and liabilities for the three
months ended March 31, 1999:



                                  Historic year                  Year ended
                                      ended                     December 31,
                                December 31, 1998 Adjustments 1998, as adjusted
                                                     
Selling, general and
 administrative expenses .....       $11,561        $  (390)       $11,171
Other income (expense), net
 .............................        (4,590)         4,354           (236)
Income (loss) from continuing
 operations before income
 taxes .......................        (5,097)         4,744           (353)
(Provision) benefit for income
 taxes .......................         1,649         (1,214)           435
                                     -------        -------        -------
Net income (loss) ............       $(3,448)       $ 3,530        $    82
                                     =======        =======        =======


                                       33


   (6) On June 15, 1999, we acquired all of the capital stock of EMCON
for $61.9 million plus the assumption of approximately $13.3 million in debt
and approximately $1.0 million in transaction costs. The EMCON May 31, 1999 and
December 31, 1998 historic financial statements have been included in the
unaudited pro forma consolidated statements of operations assuming the
acquisition occurred as of the beginning of the periods presented.

   (7) Adjustments to reflect the OHM, GTI, EFM, Roche, and EMCON acquisitions
(the final purchase price allocation will be based upon a final determination
of the fair values of the net assets acquired):

     (a) The following represents decreased depreciation expense related to
  the elimination of duplicate property, plant and equipment acquired in the
  OHM, GTI and EMCON acquisitions (dollars in thousands):



                                           Months not   Months not
                                          Included in  Included in  Twelve Months  Six Months
                                          Twelve-Month  Six-Month       ended         ended
                          Write-down of     IT Group     IT Group   December 25,    June 25,
                         Property, Plant, Statement of Statement of 1998 Adjusted 1999 Adjusted
                          and Equipment    Operations   Operations  Depreciation  Depreciation
                                                                   
OHM.....................     $33,000            2           --         $  (458)       $  --
GTI.....................       2,341           11           --            (429)          --
EMCON...................       5,150           12            5          (1,030)        (429)
                                                                       -------        -----
                                                                       $(1,917)       $(429)
                                                                       =======        =====


   The average historic remaining useful life of property, plant and equipment
written down to estimated fair value is between five and twelve years.

     (b) The following represents the amortization expense related to the
  increase in goodwill which is amortized over periods ranging from 20 to 40
  years (dollars in thousands).




                                    Months not Included Months not Included Twelve Months ended Six Months ended
                         Estimated    in Twelve-Month      in Six-Month      December 25, 1998   June 25, 1999
                          Goodwill  IT Group Statement  IT Group Statement       Adjusted           Adjusted
                         Adjustment    of Operations       of Operations       Amortization       Amortization
                                                                                 
OHM.....................  $300,154            2                 --                $1,252                --
GTI.....................     5,392           11                 --                   247                --
EFM.....................    77,723           12                   3                3,109                777
Roche...................     3,868           12                   3                  193                 49
EMCON...................    14,590           12                   5                  584                243
                                                                                  ------             ------
                                                                                  $5,385
                                                                                                     $1,069
                                                                                  ======             ======


                                       34


     (c) Reflects adjustments for additional interest expense assuming the
  offering of series A notes and acquisitions occurred on December 27, 1997.
  The increase in interest expense and the addition to amortization of
  deferred financing costs reflects the change in term loans and revolving
  credit facility (dollars in thousands):



                                             Twelve Months ended Six Months ended
                                  Additional  December 25, 1998   June 25, 1999
                                    Drawn     Interest Expense   Interest Expense
                          Rate      Amount     Adjustments(i)       Adjustment
                                                     
Credit facilities:
  Term loan.............    8.50%  $191,000        $ 3,360           $   --
  Revolving credit
   facility.............    8.00     71,397          5,236               --
Senior Subordinated
 Notes due 2009.........   11.25    225,000         25,313             7,368
Reduction of revolving
 credit facility(ii)....    8.00    (55,500)        (4,440)           (2,220)
Repayment of assumed
 EMCON debt(iii)........ various    (12,800)        (1,194)             (614)
Amortization of
 capitalized financing
 fees for the series A
 note offering..........                               920               460
Tender loan origination
 costs(iv)..............                            (4,067)              --
                                                   -------           -------
Total adjustment........                           $25,128           $ 4,994
                                                   =======           =======


        (i) Interest expense adjustment reflects months not included in our
    actual statement of operations for the twelve months ended December 25,
    1998 and timing of actual borrowing.

         (ii) Represents the issuance of the series A notes as follows (in
    thousands):

                                                            
     Series A notes offered........................................ $ 225,000
     Capitalized debt issue costs, including initial purchasers'
      discount.....................................................    (9,200)
     Portion used in the EFM, Roche and EMCON acquisitions.........  (148,500)
     Repayment of assumed EMCON debt--short-term...................    (4,681)
     Repayment of assumed EMCON debt--long-term....................    (8,167)
     Use of acquired EMCON cash in debt paydown....................     1,048
                                                                    ---------
     Represents amount of paydown on revolving credit facility..... $  55,500
                                                                    =========

     

          (iii) We repaid $12.8 million of assumed EMCON debt which bore
    interest at various rates and for which the historical interest
    expense, net of assumed debt not repaid, was $1.2 million for the
    twelve months ended December 25, 1998 and $0.6 million for the five
    months ended June 25, 1999.

         (iv) We expensed the tender loan origination costs during the
    twelve months ended December 25, 1998 since the facility was
    refinanced. We would not have incurred these costs had the OHM
    transaction been completed on December 27, 1997.

   Financing fees capitalized are being amortized over the life of the notes.

   Pro forma consolidated debt of $335.3 million has variable interest rates.
The effect on the results of operations of a change in the assumed interest
rates of 12.5 basis points would be approximately $0.3 million for the twelve
months ended December 25, 1998.

                                       35


     (d) Adjustment to reflect income taxes as the amount which would have
  been recognized on a consolidated basis assuming the merged entity would
  generate future taxable income sufficient to realize the deferred tax
  benefit recognized. The difference between the statutory rate and the
  effective rate is primarily related to nontax-deductible goodwill
  amortization and increases to the deferred tax valuation allowance as
  follows (in thousands):



                                                         Year ended  Six Months
                                                        December 25, ended June
                                                            1998      25, 1999
                                                               
  Pro forma income (loss) before income taxes .........   $(26,397)   $20,410
  Permanent difference related to goodwill amortization
   ....................................................      7,325      3,662
                                                          --------    -------
  Estimated pro forma taxable income (loss)............    (19,072)    24,072
  Estimated statutory rate ............................         40%        40%
                                                          --------    -------
                                                            (7,629)     9,629
  Research and development tax credits ................     (2,540)    (1,706)
  Deferred tax asset valuation allowance adjustment ...      6,059        --
                                                          --------    -------
  Pro forma tax expense (benefit)......................   $ (4,110)   $ 7,923
                                                          ========    =======


Other

   (8) The following are our adjusted EBITDA, depreciation and amortization and
capital expenditures on a pro forma basis for the six months ended June 25,
1999 and the year ended December 25, 1998:



                                        EFM         Roche        EMCON
                          IT Group  Three months Three months Five months Acquisition
                         Six months    ended        ended        ended        and
                         ended June  March 31,    March 31,     May 31,    Offering     Pro
                          25, 1999      1999         1999        1999     Adjustments  Forma
                                                                    
Adjusted EBITDA(9)......  $60,805      $1,876       $  13       $2,391      $ 8,400   $73,485
Net income (loss).......   14,571       1,865        (112)          29       (3,866)   12,487
Depreciation and
 amortization...........   13,805          11         143        1,945          640    16,544
Capital expenditures....    7,536         --           24        1,219          --      8,779




                    IT Group     IT Group       OHM
                  Nine months  Three months  Two months       GTI          EFM         Roche        EMCON
                     ended        ended        ended     Eleven months  Year ended   Year ended   Year ended  Acquisition
                  December 25,  March 27,   February 24, ended October December 31, December 31, December 31, and Offering
                      1998         1998         1998       31, 1998        1998         1998         1998     Adjustments
                                                                                      
Adjusted
 EBITDA(9)......    $69,227      $11,522      $(1,923)      $8,573        $6,183        $540        $8,282      $ 48,050
Net income
 (loss).........     (7,427)      (3,528)      (4,599)       1,096         6,125          82         1,633       (15,669)
Depreciation and
 amortization ..     20,094        5,630        2,189        3,244            58         386         4,444         3,468
Capital
 expenditures...      6,860        2,226        1,612        4,784           --          207         4,094           --

                    Pro
                   Forma
               
Adjusted
 EBITDA(9)......  $150,454
Net income
 (loss).........   (22,287)
Depreciation and
 amortization ..    39,513
Capital
 expenditures...    19,783


   (9) Adjusted EBITDA represents earnings from continuing operations before
interest expense, net, income taxes and depreciation and amortization expenses
and excludes special charges and other income, net. Pro forma adjusted EBITDA
also includes cost eliminations arising from the elimination of duplicate
personnel and real estate costs related to our acquisitions that are not
included in our historic financial statements. Adjusted EBITDA and pro forma
adjusted EBITDA should not be considered as alternatives to cash provided by
operations as measures of liquidity, or to net income as measures of
profitability. Adjusted EBITDA and pro forma adjusted EBITDA and related ratios
have been included because we use them as one means of analyzing our ability to
service our debt, our lenders use them for the purpose of analyzing our
performance with respect to the credit agreement and the senior subordinated
notes, and we understand that they are used by certain investors as one measure
of a company's historical ability to service debt. Not all companies calculate
adjusted EBITDA and pro forma adjusted EBITDA in the same fashion and therefore
adjusted EBITDA and pro forma adjusted EBITDA as presented may not be
comparable to other similarly titled measures of other companies.

                                       36


   The cost eliminations included in pro forma adjusted EBITDA include the
elimination of duplicative personnel and real estate costs related to the OHM,
GTI, EFM and EMCON acquisitions. We have formulated restructuring plans and
accrued the liabilities pursuant to EITF Issue No. 95-3, "Recognition of
Liabilities in Connection with a Purchase Business Combination." This entry
represents the pro forma effect of commencing the restructuring plans as of the
beginning of the pro forma period. The amounts, which are not eliminated in the
(unaudited) pro forma consolidated statements of operations but which are
reductions to costs in the determination of pro forma adjusted EBITDA, include
the following (in thousands):

   Six months ended June 25, 1999:



                                                        Cost Eliminations
                                                   ---------------------------
                                                   EFM (iii) EMCON (iv) Total
                                                               
Facility costs....................................  $  375     $  500   $  875
Corporate selling, general and administrative
 costs............................................     650      2,000    2,650
Business development and bid proposal costs.......     825      1,500    2,325
Regional costs....................................     550      2,000    2,550
                                                    ------     ------   ------
Net costs eliminated..............................  $2,400     $6,000   $8,400
                                                    ======     ======   ======


   Twelve months ended December 25, 1998:



                                               Cost Eliminations
                                  --------------------------------------------
                                            GTI
                                  OHM (i)  (ii)   EFM (iii) EMCON (iv)  Total
                                                        
Facility costs................... $  500  $ 4,500  $1,500    $ 1,000   $ 7,500
Corporate selling, general and
 administrative costs............  1,500    8,100   2,600      4,000    16,200
Business development and bid
 proposal costs..................  4,500    3,900   3,300      3,000    14,700
Regional costs...................  1,250    2,200   2,200      4,000     9,650
                                  ------  -------  ------    -------   -------
Net costs eliminated............. $7,750  $18,700  $9,600    $12,000   $48,050
                                  ======  =======  ======    =======   =======


       (i) The OHM cost eliminations are attributable to the reduction of
    over 500 personnel in the corporate, selling, general and
    administration areas, business development and proposal preparation,
    and from elimination of a regional operating structure, which resulted
    in the combination or closure of fourteen existing facilities.

       (ii) The GTI cost eliminations are attributable to the reduction of
    over 300 personnel in the corporate, selling, general and
    administration areas, business development and proposal preparation and
    from elimination of a regional operating structure, which resulted in
    the combination or closure of fifteen existing facilities.

       (iii) The EFM cost eliminations as the result of putting the
    restructuring plan into action subsequent to the acquisition are
    attributable to the reduction of more than 75 personnel and the
    combination or closure of twelve existing offices.

       (iv) The EMCON cost eliminations are attributable to the
    restructuring plan that is being put into effect which includes the
    reduction of more than 125 personnel and the elimination of a regional
    operating structure, including the combination or closure of fourteen
    existing offices.

                                       37


  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
                                   CONDITION

RESULTS OF OPERATIONS

Six Months Ended June 25, 1999 Compared to Six Months Ended June 26, 1998

 Revenues and Gross Margins

   Company. Revenues for the three months ended June 25, 1999 increased $76.1
million, or 33.8%, to $301.3 million, and for the six-month year to date period
ended June 25, 1999 increased $198.1 million, or 54.8%, to $559.3 million over
the comparable prior year periods ended June 26, 1998. The increases in
revenues are primarily attributable to the acquisitions of OHM in February and
June, 1998, GTI in December 1998, Roche in March 1999, EFM in April 1999, and
EMCON in June 1999. Revenue levels, year-to-date, are running below
expectations primarily as a result of start-up delays of construction and
remediation activities on various projects. Revenue is expected to increase in
the second half of the year, resulting in revenue of approximately $1.3 billion
for 1999.

   Our gross margin for the quarter ended June 25, 1999, improved to 14.8% of
revenues, compared to 12.1% of revenues reported in the quarter ended June 26,
1998. Our gross margin for the six months ended June 25, 1999 increased to
13.9% of revenues, compared to 12.3% of revenues reported in the six months
ended June 26, 1998. The increases in gross margins over the prior year periods
were due to a favorable mix of higher margin revenue and overhead efficiencies.
We do not expect the improvement in our gross margin percentage to continue at
the current level throughout the balance of the year. Our ability to maintain
or improve our gross margin levels as well as to achieve target earnings is
dependent on various factors in addition to the mix of work, including
utilization of professional staff, successful execution of projects and bidding
of new contracts at adequate margin levels, and continued realization of
overhead savings achieved upon the successful integration of recent
acquisitions.

   A significant percentage of our revenues continue to be earned from federal
government contracts with various federal agencies. Revenues from federal
government contracts accounted for 59% of our consolidated revenues in both the
six months ended June 25, 1999 and June 26, 1998. Although the percentage of
revenues from federal government contracts remained about the same for the two
comparable periods, the absolute dollars of federal government revenues
increased to $330.8 million in the six months ended June 25, 1999 compared to
$212.8 million in the six months ended June 26, 1998. This increase is
primarily attributable to the acquisitions of OHM, GTI and EFM. Federal
government revenues are derived principally from work performed for the DOD
and, to a lesser extent, the DOE. We expect to continue to earn a substantial
portion of our Engineering & Construction segment revenues from DOD indefinite
delivery order contracts, which are primarily related to remedial action work.
In addition, management expects to increase our revenues from the DOE in the
future due to an expected transition by the DOE over the next several years to
emphasize remediation, as opposed to studies, combined with our favorable
experience in winning and executing similar work for the DOD and our past
performance on DOE contracts.

   Revenue growth from the commercial sector, excluding recent acquisitions,
could continue to be restricted in the near term partly due to increased
emphasis on competitive bids and commercial clients delaying certain work until
final Congressional action is taken on the reauthorization of CERCLA. As for
CERCLA, it is uncertain when reauthorization will occur or what the details of
the legislation, including retroactive liability, cleanup standards, and remedy
selection, may include. Uncertainty regarding possible rollbacks of
environmental regulation and/or reduced enforcement could further decrease the
demand for our services, as clients anticipate and adjust to the new
regulations. These factors have been partially offset by an increased desire on
the part of commercial clients for strategic environmental services that
provide an integrated, proactive approach to environmental issues and that are
driven by economic, as opposed to legal or regulatory, concerns. Further,
legislative or regulatory changes could also result in increased demand for our
services if

                                       38


such changes decrease the cost of remediation projects or result in more funds
being spent for actual remediation. The ultimate impact of any such changes
will depend upon a number of factors, including the overall strength of the
U.S. economy and clients' views on the cost effectiveness of the remedies
available. To address this projected trend in industry spending, we have
undertaken a strategy of expanding through acquisitions our integrated
environmental service capabilities to provide additional proactive and cost-
effective environmental solutions based on economic rather than regulatory
considerations. In addition, we have realigned our organizational resources to
meet forecasted revenue growth.

   As announced on July 28, 1999, we will conduct our business through seven
principal business units. We have not determined what impact this business unit
structure will have on our reportable business segments.

   Engineering & Construction. Revenues from the Engineering & Construction
segment increased $6.1 million, or 3.4%, to $186.3 million for the three months
ended June 25, 1999. For the six months ended June 25, 1999, Engineering &
Construction segment revenues increased $79.0 million, or 27.6%, to
$364.9 million. Our Engineering & Construction segment includes revenues from
the DOD, DOE, other government agencies and commercial clients.

   For the three months ended June 25, 1999, revenues from the DOD and a small
number of other government agencies increased $8.8 million, or 8.2%, to $116.7
million, DOE revenues increased $13.5 million, or 69.6%, to $32.9 million, and
commercial revenues decreased $16.2 million, or 30.6% to $36.7 million. DOE
revenues increased primarily due to the transition to the remediation phase of
a $122.0 million project to perform the excavation, pretreatment and drying of
an estimated one million tons of materials for the DOE's Fernald Environmental
Management Project. Commercial revenues in the Engineering & Construction
segment decreased due to delays in starting fieldwork. Segment revenues also
increased as a result of the EFM acquisition.

   For the six months ended June 25, 1999, revenues from DOD and other
governmental agencies increased $61.3 million, or 35.8%, to $232.3 million, DOE
revenues increased $23.8 million, or 73%, to $56.4 million, and commercial
revenues decreased $6.7 million, or 8.1%, to $76.2 million. The increase in DOD
revenues was mainly the result of the OHM acquisition. The increase in DOE
revenues is mainly due to the DOE's Fernald Project. The decrease in commercial
revenues is mainly due to delays in starting fieldwork.

   Our Engineering & Construction segment profit margin was $25.0 million, or
13.4% of segment revenues, for the three months ended June 25, 1999, compared
to $19.6 million, or 10.9% of segment revenues, for the three months ended June
26, 1998. Our Engineering & Construction segment profit margin was $44.8
million, or 12.3% of segment revenues, for the six months ended June 25, 1999
compared to $31.4 million, or 11.0% of segment revenues, for the six months
ended June 26, 1998. The increase in gross margin percentages for the three and
six months ended June 25, 1999 over the prior year periods was primarily due to
a favorable mix of higher margin revenue and overhead efficiencies.

   Consulting & Ventures. Revenues from our Consulting & Ventures segment
increased $48.4 million, or 220%, to $70.4 million for the three months ended
June 25, 1999. For the six months ended June 25, 1999, Consulting & Ventures
revenues increased $73.6 million, or 162%, to $119.1 million. Most of the
revenues in Consulting & Ventures are derived from commercial clients. The
increase in these revenues is primarily due to the acquisitions of GTI in
December 1998 and EFM in April 1999.

   Our Consulting & Ventures segment profit margin was $12.3 million, or 17.5%
of segment revenues in the three months ended June 25, 1999, compared to $3.4
million, or 15.4% of segment revenues, for the three months ended June 26,
1998. Our Consulting & Ventures segment profit margin was $19.8 million, or
16.6% of segment revenues, for the six months ended June 25, 1999, compared to
the $6.4 million, or 13.9% of segment revenues for the six months ended June
26, 1998. The increased profit margin in absolute dollars and as a percentage
of revenue is primarily attributable to increased operating efficiencies
related to the GTI acquisition.

                                       39


   Outsourced Services. Outsourced Services revenues increased $8.1 million, or
41.3%, to $27.8 million for the three months ended June 25, 1999. For the six
months ended June 25, 1999, Outsourced Services revenues increased $24.6
million, or 93.0%, to $51.1 million. The revenue increases are attributable to
the OHM acquisition in February 1998 and the inclusion of its outsourcing
operations in our results of operations for the entire six months ended June
25, 1999, as opposed to four months of revenues included in the comparable
prior year period. Our outsourcing operations provide a range of project,
program and construction management services to the DOD as well as state and
local government agencies.

   Our Outsourced Services segment profit margin was $1.8 million for the three
months ended June 25, 1999, and $1.3 million for the three months ended June
26, 1998. For the six months ended June 25, 1999, the Outsourced Services
segment profit margin was $3.1 million, or 6.1% of segment revenues, compared
to $2.2 million, or 8.3% of segment revenues for the six months ended June 26,
1998. The increase in overall gross margin dollars and the decrease in gross
margin percentage is the result of an increase in contract volume for larger,
longer term contracts that have lower overall margins.

   International. International revenues were $16.9 million for the three
months ended June 25, 1999 compared to $3.3 million for the three months ended
June 26, 1998. For the six-month periods ended June 25, 1999 and June 26, 1998,
International revenues were $24.1 million and $3.3 million, respectively. The
increase is the result of the acquisitions of GTI in December 1998 and Roche in
March 1999, and an adjustment to certain projects performed in Taiwan by our
50.1% owned subsidiary CMIT for the three months ended March 27, 1998.

   Our International segment reported a profit of $0.9 million for the three
months ended June 25, 1999 compared to a loss of $0.3 million in the three
months ended June 26, 1998. International segment profit was $1.1 million for
the six months ended June 25, 1999 compared to a loss of $1.7 million in the
six months ended June 26, 1998. This improvement is primarily due to the GTI
and Roche acquisitions.

   The GTI acquisition increased the size of the International segment with
operations primarily in Australia, the United Kingdom and Italy. The GTI
acquisition included approximately $80.0 million of contract backlog for work
to be performed for the U.S. Air Force Center for Environmental Excellence
under a worldwide five-year indefinite delivery order cost-reimbursable
contract. Roche, based in Quebec, Canada, had $28.0 million in revenues for
1998.

   Backlog. Our total funded and unfunded backlog at June 25, 1999 was $4.0
billion, an increase of $0.5 billion from December 25, 1998, primarily due to
the acquisitions of EFM, Roche and EMCON. New contract awards in the period
came from a cross-section of our markets including federal and state/local
government agencies, utility and other commercial clients and outsourced
services. We expect to earn revenues from our backlog primarily over the next
one to five years, with a substantial portion of the backlog consisting of
federal government contracts, many of which are subject to annual funding and
definition of project scope. The backlog at June 25, 1999 includes $3.0 billion
of future work we estimate we will receive, based on historical experience,
under existing indefinite delivery order programs. In accordance with industry
practices, substantially all of our contracts are subject to cancellation,
delay or modification by the customer.

   Our backlog at any given time is subject to changes in scope of services,
which may lead to increases or decreases in backlog amounts. These scope
changes have led to a number of contract claims requiring negotiations with
clients in the ordinary course of business.

 Selling, General and Administrative Expenses

   Selling, general and administrative expenses were 5.3% of revenues for the
three months ended June 25, 1999 compared to 6.2% of revenues in the three
months ended June 26, 1998. Selling, general and administrative expenses were
5.5% of revenues for the six months ended June 25, 1999 compared to 6.8% of
revenues in the six months ended June 26, 1998. The decreases in selling,
general and administrative expenses are primarily attributable to the
elimination of certain duplicative overhead functions and other cost savings
achieved as a result of the OHM, GTI, EFM and Roche acquisitions. Management
expects selling, general and

                                       40


administrative expenses to decrease slightly as a percentage of revenue because
we anticipate additional cost savings to be achieved from the EFM and EMCON
acquisitions that occurred in 1999 and the GTI acquisition that occurred in
December 1998.

   Selling, general and administrative expenses include goodwill amortization
expense of $3.0 million for the three months ended June 25, 1999 and $2.3
million for the three months ended June 26, 1998. Selling, general and
administrative expenses, excluding goodwill, were 4.3% of revenues for the
three months ended June 25, 1999 and 5.1% of revenues for the three months
ended June 26, 1998. For the six months ended June 25, 1999, selling, general
and administrative expenses include goodwill amortization expense of $5.7
million compared to $2.6 million for the six months ended June 26, 1998. The
increases in goodwill amortization expenses are primarily due to the OHM, GTI,
EFM and Roche acquisitions. Selling, general and administrative expenses,
excluding goodwill, were 4.5% of revenues for the six months ended June 25,
1999 and 6.0% of revenues for the six months ended June 26, 1998.

 Special Charges

   Special charges of $30.7 million were recorded in the two fiscal quarters
ended June 25, 1999 as outlined below:



                                                                      Reserve
                                                                      balance
                                                                         at
                                                   Special            June 25,
                                      Cash/Noncash Charges   Activity   1999
                                                  (In thousands)
                                                          
Sale of Quanterra investment.........   Noncash    $(10,550) $10,550     --
Write-down of assets--Primarily
 HTTS(R).............................   Noncash     (14,421)  14,421     --
Integration costs--OHM acquisition
  Severance..........................      Cash      (2,197)   2,197     --
  Duplicative offices/assets.........      Cash      (2,478)   1,912    (566)
  Other..............................      Cash      (1,019)   1,019     --
                                                   --------  -------   -----
  Total..............................              $(30,665) $30,099   $(566)
                                                   ========  =======   =====


   A $10.6 million special charge, net of cash proceeds of $5.8 million,
related to the sale of our investment in Quanterra, Incorporated.

   A $14.4 million special charge related to the write down of assets
associated with our HTTS(R) business to estimated salvage value.

   A $5.7 million special charge for integration costs associated with the
acquisition of OHM included $2.2 million of costs for severance and $3.5
million of costs and other related items for closing and eliminating
duplicative offices. As part of the plan of integration, we laid-off more than
100 IT employees, primarily in the operating group and administrative support
functions. In addition, as part of the plan we closed three leased facilities,
reduced the size of three more facilities and subleased a portion of eight
additional facilities. As of June 25, 1999, $0.6 million of the integration
charge remained to be paid. The remaining costs relate to the facility closures
and office consolidations and will be paid over the remaining terms of the
leases. Most of these lease commitments will be paid within the next three
years. One lease requires payments over the next six years.

 Interest, Net

   Net interest expense represented 4.1% of revenues in the two fiscal quarters
ended June 25, 1999 and 3.7% for the two fiscal quarters ended June 26, 1998.
In absolute dollars, net interest expense was $22.7 million and $13.5 million
for the six months ended June 25, 1999 and June 26, 1998, respectively. This
increase in net interest expense is due principally to the April 9, 1999
issuance of $225.0 million, 11.25%,

                                       41


ten year senior subordinated notes and the increased level of debt required to
finance the OHM, GTI and EFM acquisitions.

 Income Taxes

   We recorded an income tax provision (benefit) for the six month periods
ended June 25, 1999 and June 26, 1998 in the amounts of $9.7 million and ($1.4)
million, respectively. The provision for income tax was calculated utilizing an
effective tax rate of 40% of income for the six months ended June 25, 1999. The
benefit for income taxes for the six months ended June 26, 1998 was calculated
utilizing a 40% effective rate on income excluding special charges and giving
effect to changes in our deferred tax valuation allowance.

 Extraordinary Item

   For the six months ended June 26, 1998, we recorded a $5.7 million charge,
net of income tax benefit of $3.5 million, for the early extinguishment of
$65.0 million of senior debt which was refinanced in connection with the
acquisition of OHM. We incurred a $5.6 million payment for the make whole
interest provision as a result of retiring our $65.0 million senior debt early
in accordance with the loan agreement. In addition, we also expensed
approximately $3.6 million related to the unamortized loan origination expenses
associated with issuing the $65.0 million senior debt.

 Dividends

   Our reported dividends for the two quarters ended June 25, 1999 were $3.2
million and for the two quarters ended June 26, 1998 were $3.1 million. Our
reported dividends for two quarters ended June 26, 1998 include imputed
dividends of $0.8 million, which were paid in stock.

   Our dividends are summarized below:



                                                          Two fiscal quarters
                                   Fiscal quarter ended          ended
                                   --------------------- ---------------------
                                    June 25,   June 26,   June 25,   June 26,
                                      1999       1998       1999       1998
                                   ---------- ---------- ---------- ----------
                                                        
Dividend Summary on Preferred
 Stock
7% Cumulative convertible
 exchangeable
  Cash dividend................... $  898,000 $  899,000 $1,796,000 $1,798,000

6% Cumulative convertible
 participating
  Cash dividend...................    692,000         --  1,384,000         --
  Imputed non-cash dividend.......         --    330,000         --    810,000
  In kind 3% stock dividend.......         --    340,000         --    519,000
                                   ---------- ---------- ---------- ----------
    Total......................... $1,590,000 $1,569,000 $3,180,000 $3,127,000
                                   ========== ========== ========== ==========


 Discontinued Operations

   In the six months ended June 26, 1998, we increased our provision for loss
on disposition of our discontinued transportation, treatment and disposal
business by $5.0 million net of income tax benefit of $3.0 million. This
increased provision primarily related to an additional accrual for closure
costs related to the former Panoche disposal site. In March 1998, we obtained
approval by the California Department of Toxic Substances Control of the final
closure and post closure plan for the last of our four inactive treatment,
storage and disposal facilities. The approved plans allow us to proceed with
the completion of final closure construction and provides for future submittal
of technical studies that will be utilized to determine final aspects and costs
of closure construction and monitoring programs for the former Panoche disposal
site.

                                       42


Nine Months Ended December 25, 1998 Compared to Twelve Months Ended March 27,
1998

 Change in Fiscal Year

   In June 1998, we changed our fiscal year-end from the last Friday in March
to the last Friday in December of each year effective with the nine months
ended December 25, 1998. Accordingly, the following discussion compares
financial results for a nine-month period to a full twelve-month year.
Likewise, the financial results for the nine-month period ended December 25,
1998 include OHM's results for the entire nine-month period while the financial
results for the twelve-month period ended March 27, 1998 include only one month
of OHM financial results because we acquired 54% of OHM on February 25, 1998.
In addition, our operating results will be discussed based on the business
platforms we established when we adopted Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information" for the nine months ended December 25, 1998. These platforms
include engineering & construction, consulting & ventures, outsourced services
and international.

 Revenues and Gross Margin

   Company. Revenues for the nine months ended December 25, 1998 were $757.4
million, an increase of approximately 71%, when compared to the $442.2 million
in revenues reported in the twelve months ended March 27, 1998. This increase
is primarily attributable to higher revenues in the engineering & construction
platform resulting from the OHM acquisition. In recent years, industry-wide
slowdowns in the spending patterns of commercial clients on environmental
services have impacted the rate of our revenue growth. We attribute this trend,
in part, to regulatory issues, including delays in the reauthorization of
CERCLA and reduced enforcement of existing federal, state and local
environmental regulations. To address this projected trend in industry
spending, we have undertaken a strategy of expanding through acquisitions our
integrated environmental service capabilities to provide additional proactive
and cost-effective environmental solutions based on economic rather than
regulatory considerations. In addition, we have realigned our organizational
resources to meet forecasted internal revenue growth.

   Our gross margin for the nine months ended December 25, 1998 was 12.0%,
slightly higher than the 11.6% gross margin reported in the twelve months ended
March 27, 1998. In the 1999 fiscal year, management expects to maintain these
gross margin levels. However, our ability to maintain or improve our gross
margin levels is heavily dependent on various factors including utilization of
professional staff, proper execution of projects, successful bidding of new
contracts at adequate margin levels and continued realization of overhead
savings achieved upon the completed integration of recent acquisitions.

   Engineering & Construction. Revenues from the engineering & construction
platform were $597.9 million for the nine months ended December 25, 1998
compared to $346.1 million for the twelve months ended March 27, 1998, an
increase of approximately 73%. Our engineering & construction platform includes
revenues from the DOD, DOE and commercial clients. Revenues from the DOD and a
small number of other government agencies were $363.0 million in the nine
months ended December 25, 1998 or $163.6 million greater than the $199.4
million of DOD revenues in the twelve months ended March 27, 1998. DOE revenues
of $79.8 million in the nine months ended December 25, 1998 were $39.3 million
higher than the $40.5 million of DOE revenues reported in the twelve months
ended March 27, 1998. Commercial revenues were $155.1 million in the nine
months ended December 25, 1998 or $48.9 million higher than the $106.2 million
of commercial revenues reported in the twelve months ended March 27, 1998.

   A substantial percentage of our revenues continue to be earned from federal
governmental contracts with various federal agencies. Revenues from federal
governmental contracts accounted for 69% of our revenues in the nine months
ended December 25, 1998 compared to 58% in the twelve months ended March 27,
1998. The increase in government revenues for the nine months ended December
25, 1998 both in absolute dollars and as a percentage of revenue is primarily
attributable to the OHM acquisition. Federal governmental revenues are derived
principally from work performed for the DOD and, to a lesser extent, the DOE
and are thus included in our engineering & construction platform. We expect to
continue to earn a substantial portion of our engineering

                                       43


& construction revenues from the DOD indefinite delivery order contracts which
are primarily related to remedial action work. In addition, management expects
to increase our revenues from the DOE in the future due to an expected
transition by the DOE over the next several years to emphasize remediation, as
opposed to studies, combined with our favorable experience in winning and
executing similar work for the DOD and our past performance of DOE studies. We
believe that we have begun to benefit from this transition by the DOE with the
commencement in 1998 of a $122.0 million project to perform the excavation,
pretreatment and drying of an estimated one million tons of materials for the
DOE's Fernald Environmental Management Project.

   The increase in commercial revenues for the nine months ended December 25,
1998 is primarily attributable to the OHM acquisition. However, revenue growth
from the commercial sector, excluding recent acquisitions, could be restricted
in the near term partly due to increased emphasis on competitive bids and
commercial clients delaying certain work until final Congressional action is
taken on the reauthorization of CERCLA. As for CERCLA, it is uncertain when
reauthorization will occur or what the details of the legislation, including
retroactive liability, cleanup standards and remedy selection, may include.
Uncertainty regarding possible rollbacks of environmental regulation and/or
reduced enforcement could further decrease the demand for our services, as
clients anticipate and adjust to the new regulations. These factors have been
partially offset by an increased desire on the part of commercial clients for
strategic environmental services that provide an integrated, proactive approach
to environmental issues and that are driven by economic, as opposed to legal or
regulatory, concerns. Further, legislative or regulatory changes could also
result in increased demand for our services if such changes decrease the cost
of remediation projects or result in more funds being spent for actual
remediation. The ultimate impact of any such changes will depend upon a number
of factors, including the overall strength of the U.S. economy and clients'
views on the cost effectiveness of the remedies available.

   Our engineering & construction platform segment profit was $63.8 million for
the nine months ended December 25, 1998, an increase of 72% when compared to
the $37.0 million segment profit for the twelve months ended March 27, 1998.
This increase is primarily attributable to the OHM acquisition. The engineering
& construction segment profit was 10.7% of engineering & construction revenues
for both the nine months ended December 25, 1998 and for the twelve months
ended March 27, 1998.

   Consulting & Ventures. Revenues from our consulting & ventures platform were
$79.4 million for the nine months ended December 25, 1998 compared to $79.6
million reported during the twelve months ended March 27, 1998, a decrease of
approximately 0.3%. Most of the revenues from consulting & ventures are derived
from commercial clients. The increase in these revenues on an annualized basis
is primarily due to four acquisitions of specialized companies during the
twelve months ended March 27, 1998 as well as the GTI acquisition during the
nine months ended December 25, 1998. Excluding any future acquisitions, revenue
growth from the commercial sector could be restricted as discussed above under
engineering & construction.

   Our consulting & ventures platform segment profit was $10.6 million for the
nine months ended December 25, 1998, an increase of 45% when compared to the
$7.3 million segment profit reported in the twelve months ended March 27, 1998.
The consulting & ventures segment profit was 13.4% and 9.2% of consulting &
ventures revenues for the nine months ended December 25, 1998 and the twelve
months ended March 27, 1998, respectively. The increase in absolute dollars and
as a percentage of revenue is primarily attributable to the acquisitions of JSC
and GTI.

   Outsourced Services. Outsourced services revenues were $70.4 million for the
nine months ended December 25, 1998 compared to $6.8 million reported in the
twelve months ended March 27, 1998. This increased revenue is almost entirely
attributable to the OHM acquisition and the inclusion of its outsourcing
operations in our results of operations for the nine months ended December 25,
1998, as opposed to the one month of results included in the twelve months
ended March 27, 1998. OHM's outsourcing operations provide a range of project,
program and construction management services to the DOD as well as state and
local government agencies.

                                       44


   Our outsourced services platform segment profit improved to $7.9 million for
the nine months ended December 25, 1998, an increase of $7.0 million when
compared to the $0.9 million segment profit reported in the twelve months ended
March 27, 1998. This increase is also a result of the OHM acquisition.

   International. International revenues, primarily from our 50.1% investment
in Chi Mei IT, a subsidiary operating in Taiwan, were $9.8 million for the nine
months ended December 25, 1998 compared to $9.6 million for the twelve months
ended March 27, 1998. The increase, on an annualized basis, is the result of
Chi Mei increased project volume and the GTI acquisition on December 3, 1998.

   Our international platform reported a loss of $0.4 million for the nine
months ended December 25, 1998 compared to a loss of $1.4 million in the twelve
months ended March 27, 1998. This improvement is primarily due to improved
project margins on several Chi Mei projects. Through the Chi Mei board of
directors, we undertook to improve management oversight, project management
skills and change order negotiation efforts. We believe these efforts will
minimize future potential losses and provide the basis for profitable Chi Mei
operations. The GTI acquisition increased the size of the international
platform with operations primarily in Australia, the United Kingdom and Italy.
The GTI acquisition included approximately $80.0 million of contract backlog
for work to be performed for the U.S. Air Force Center for Environmental
Excellence under a worldwide, five-year indefinite delivery order cost-
reimbursable contract. We expect to increase the platform further with the
acquisition of Roche in 1999.

   Backlog. Our total funded and unfunded backlog at both December 25, 1998 and
March 27, 1998 was approximately $3.5 billion. At December 25, 1998, the
backlog included approximately $525.0 million of funded contracted backlog
scheduled to be completed during 1999 and approximately $320.0 million of
unfunded project work expected to be defined and performed in 1999 under
existing indefinite delivery order contracts. We expect to earn revenues from
our backlog primarily over the next one to five years, with a substantial
portion of the backlog consisting of governmental contracts, many of which are
subject to annual funding and definition of project scope. The backlog at both
December 25, 1998 and March 27, 1998 includes $2.7 billion of future work we
estimate we will receive, based on historical experience, under existing
indefinite delivery order programs. In accordance with industry practices,
substantially all of our contracts are subject to cancellation, delay or
modification by the customer.

   Our backlog at any given time is subject to changes in scope of services
which may lead to increases or decreases in backlog amounts. These scope
changes have led to a number of contract claims requiring negotiations with
clients in the ordinary course of business.

 Selling, General and Administrative Expenses

   Selling, general and administrative expenses were 5.5% of revenues for the
nine months ended December 25, 1998 compared to 7.2% of revenues in the twelve
months ended March 27, 1998. This decrease is primarily attributable to the
elimination of certain duplicative overhead functions and other cost savings
achieved as a result of the OHM acquisition. In fiscal 1999, management expects
selling, general and administrative expenses to decrease slightly as a
percentage of revenues because the full effect of the cost savings from the OHM
acquisition will be realized. In addition, we anticipate additional cost
savings to be achieved from the GTI acquisition that occurred on December 3,
1998.

   Selling, general and administrative expenses include goodwill amortization
expense of $7.0 million for the nine months ended December 25, 1998 and $1.4
million for the twelve months ended March 27, 1998. The significant increase to
goodwill amortization is primarily due to the OHM acquisition. Selling, general
and administrative expenses (excluding goodwill) were 4.6% of revenues for the
nine months ended December 25, 1998 and 6.9% of revenues for the twelve months
ended March 27, 1998.

                                       45


 Special Charges

   We recorded special charges of $25.0 million for the nine months ended
December 25, 1998 compared to $14.2 million for the twelve months ended March
27, 1998. For the nine months ended December 25, 1998 we recorded a non-cash
charge of $25.0 million, including $10.6 million (net of cash proceeds of $5.8
million) related to the sale of our investment in Quanterra Incorporated, and
$14.4 million, related to the write-down of assets associated with the HTTS(R)
business. A summary of the special charges incurred during the nine months
ended December 25, 1998 is outlined below (in thousands):



                                        Nine Months Ended December 25, 1998
                                     ------------------------------------------
                                      Cash/  Special            Reserve balance
                                     Noncash Charges   Activity  at 12/25/98
                                                    
Write-off of the Quanterra
 Investment........................  Noncash $(10,550) $10,550        --
Write-down of the assets--Primarily
 the Hybrid Thermal Treatment
 System(R).........................  Noncash  (14,421)  14,421        --
                                             --------  -------       ----
  Total ...........................          $(24,971) $24,971        --
                                             ========  =======       ====


   Quanterra. On May 27, 1998, our board of directors considered and approved
the divestiture of certain non-core assets including our 19% common stock
ownership interest in Quanterra, an environmental laboratory business. This
charge of $10.6 million represented the net book value of our investment in
Quanterra less proceeds of $5.8 million from a sale completed in June 1998. No
additional cash was expended in connection with the writeoff.

   Hybrid Thermal Treatment System(R). On May 27, 1998, our board of directors
considered and approved the divestiture of the assets associated with our
Hybrid Thermal Treatment System(R) (HTTS(R)) business. This resulted in a
charge of $14.4 million representing the net book value of these assets less
estimated salvage value.

   The special charges of $14.2 million recorded in the twelve months ended
March 27, 1998 included $5.7 million for integration costs associated with the
acquisition of OHM, a $3.9 million non-cash charge related to a project claim
settlement, a $2.8 million charge associated with the relocation of our
corporate headquarters, and a $1.8 million loss from the sale of a small
remediation services business. A summary of the special charges incurred during
the twelve months ended March 27, 1998 is outlined below (in thousands):



                                         Twelve Months Ended March 27, 1998
                                      ------------------------------------------
                                       Cash/  Special            Reserve balance
                                      Noncash Charges   Activity   at 12/25/98
                                                     
Integration costs--OHM acquisition
 Severance..........................     Cash $ (2,197) $ 2,197          --
 Duplicative offices/assets.........     Cash   (2,478)   1,226      $(1,252)
 Other..............................     Cash   (1,019)   1,019          --
Claim Settlement
 Helen Kramer.......................  Noncash  (3,943)    3,943          --
Relocation of Corporate Headquarters
 Severance and relocation...........     Cash   (1,743)   1,743          --
 Duplicative offices/assets.........     Cash     (710)     710          --
 Other..............................     Cash     (358)     358          --
Sale of remediation business........  Noncash   (1,800)   1,800          --
                                              --------  -------      -------
 Total..............................          $(14,248) $12,996      $(1,252)
                                              ========  =======      =======


                                       46


   OHM Acquisition. The $5.7 million special charge for integration costs
associated with the acquisition of OHM included $2.2 million of costs for
severance and $3.5 million of costs and other related items for closing and
eliminating duplicative offices. As part of the plan of integration, we laid-
off more than 100 employees, primarily in the operating group and
administrative support functions. In addition, as part of the plan we closed
three leased facilities, reduced the size of three more facilities and
subleased a portion of eight additional facilities. As of December 25, 1998,
$1.3 million of the integration charge remained to be paid. The remaining costs
relate to the facility closures and office consolidations and will be paid over
the remaining terms of the leases. Most of these lease commitments will be paid
within the next three years. One lease requires payments over the next seven
years.

   Helen Kramer. In December 1997, we settled a contract claim which has been
outstanding in excess of five years with the US Army Corps of Engineers, the
Environmental Protection Agency and the Department of Justice (jointly
"Government") arising out of work performed by our joint venture with Davy
International at the Helen Kramer Superfund project. On December 26, 1997, the
joint venture received a $14.5 million payment from the Government to resolve
all outstanding project claims related to additional work resulting from
differing site conditions. In early January 1998, the joint venture paid $4.3
million to the Government to resolve related civil claims by the Government.
Our share of the joint venture results is 60%, accordingly, we received net
cash of $6.0 million, our proportionate share of the settlement. In December
1997, we recorded a non-cash pre-tax charge of $3.9 million because the cash
received was less than the receivables related to this project which totaled
approximately $9.9 million.

   Relocation of Corporate Headquarters and Sale of Remediation Business. The
special charges that occurred in the first quarter of the twelve months ended
March 27, 1998 resulted from the relocation of our corporate headquarters from
Torrance, California to Monroeville (Pittsburgh), Pennsylvania and the sale of
our California based small project remediation services business. The
headquarters relocation consolidated the corporate overhead functions with our
largest operations office and moved us closer to our lenders and largest
shareholders, which are located in the Eastern United States. As a result of
this relocation, we incurred a pre-tax charge of $2.8 million. The relocation
charge included $0.8 million of costs for severance, $0.9 million of costs for
the relocation of some employees, $0.7 million of costs related to the closure
of the offices in Torrance, California and $0.4 million of other related costs.
As part of this relocation, 32 employees were laid off, primarily corporate
management and administrative support personnel. As of December 25, 1998, these
amounts have been paid. In May 1997, we incurred a non-cash pre-tax charge of
$1.8 million to sell our California-based, small projects remediation services
business.

 Interest, Net

   Net interest expense was 3.3% of revenues for the nine months ended December
25, 1998 and 1.8% for the twelve months ended March 27, 1998. The following
table shows net interest expense for these comparative periods (in thousands):



                                                      Nine Months  Twelve Months
                                                         Ended         Ended
                                                      December 25,   March 27,
                                                          1998         1998
                                                             
Interest incurred....................................   $25,876       $10,730
Capitalized interest.................................       --            (10)
Interest income......................................      (981)       (2,751)
                                                        -------       -------
  Interest, net......................................   $24,895       $ 7,969
                                                        =======       =======


   The increase in interest expense is primarily attributable to the credit
facilities used in the OHM Acquisition.

                                       47


 Income Taxes

   For the nine months ended December 25, 1998, we reported a loss from
continuing operations of $0.7 million and recorded an income tax charge of $9.7
million before adjusting for the special charge. We also provided a deferred
tax asset valuation adjustment for a portion of the special charges and
recognized a tax benefit of $3.0 million on the divestiture of the HTTS(R)
business. The total net tax charge is $6.7 million. Our effective income tax
rate from continuing operations is more than the federal statutory rate
primarily due to the valuation adjustment for the above charge and amortization
of cost in excess of net assets of acquired businesses.

   For the twelve months ended March 27, 1998, we reported a loss from
continuing operations before income taxes and an extraordinary item of $2.2
million and recorded an income tax charge of $4.2 million after adjusting for
the special charge and a $2.3 million deferred tax asset valuation adjustment
prior to the acquisition of OHM. We also recognized a tax benefit of $3.5
million on an extraordinary charge for the early extinguishment of debt and a
$3.0 million benefit for a loss from disposition of a discontinued operation.
The total net tax benefit is $2.4 million. Our effective income tax rate from
continuing operations is more than the federal statutory rate primarily due to
the above charge, state income taxes and nondeductible expenses.

   We will need to have approximately $288.0 million of future earnings to
fully realize our deferred tax asset of $109.6 million, net of a valuation
allowance of $50.3 million, at December 25, 1998, assuming a net 38% federal
and state tax rate. We evaluate the adequacy of the valuation allowance and the
realizability of the deferred tax asset on an ongoing basis. Because of our
position in the industry, recent acquisitions and restructuring, and existing
backlog, management expects that our future taxable income will more likely
than not allow us to fully realize our recorded deferred tax asset. The
increase in gross deferred tax asset is primarily due to the acquisitions of
OHM and GTI.

 Extraordinary Item

   For the twelve months ended March 27, 1998, we recorded a $5.7 million
charge, net of income tax benefit of $3.5 million, for the early extinguishment
of $65.0 million of senior debt which was refinanced in connection with the
acquisition of OHM. We incurred a $5.6 million payment for the make whole
interest provision as a result of retiring our $65.0 million senior debt, in
accordance with the loan agreement. In addition, we also expensed approximately
$3.6 million related to the unamortized loan origination expenses associated
with issuing the $65.0 million senior debt.

 Dividends

   Our reported dividends for the nine months ended December 25, 1998 were $4.7
million and $6.2 million for the twelve months ended March 27, 1998. Our
reported dividends include imputed dividends on our convertible preferred stock
of $0.9 million for the nine months ended December 25, 1998 and $2.1 million
for the twelve months ended March 27, 1998, which are not payable in cash or
stock. Commencing with November 21, 1997, our convertible preferred stock
outstanding accrued a 3% in-kind stock dividend for one year during which the
statement of operations also included an imputed dividend at a rate of
approximately 3% per annum. This additional imputed dividend of $0.9 million
for the nine months ended December 25, 1998 and $0.5 million for the twelve
months ended March 27, 1998, will never be paid in cash, except for fractional
shares, and represents the amortization of the fair market value adjustment
recorded since the date of issuance. Commencing with November 21, 1998, our
outstanding convertible preferred stock is entitled to a 6% cumulative cash
dividend payable quarterly. We reported cash dividends on our outstanding
depositary shares, each representing 1/100 of a share of our 7% cumulative
convertible exchangeable preferred stock, of $2.7 million in the nine months
ended December 25, 1998 and $3.6 million for the twelve months ended March 27,
1998. The decrease in cash dividends between the March 27, 1998 and December
25, 1998 fiscal periods of $0.9 million is due to the shortened fiscal period
(in thousands).

                                       48


   Our dividends are summarized below:


                                                                       Twelve
                                                         Nine Months   Months
                                                            Ended       Ended
                                                         December 25, March 27,
                                                             1998       1998
                                                                
7% Cumulative convertible exchangeable cash dividend....    $2,697     $3,595
6% Cumulative convertible participating
   . Imputed non-cash dividend..........................       860      2,105
   . In-kind 3% stock dividend..........................       894        467
   . Cash dividend......................................       213        --
                                                            ------     ------
    Total...............................................    $4,664     $6,167
                                                            ======     ======


Twelve Months Ended March 27, 1998 Compared to Twelve Months Ended March 28,
1997

 Revenues and Gross Margin

   Company. Revenues for the twelve months ended March 27, 1998 were $442.2
million or 22% higher than the $362.1 million in revenues reported in the
twelve months ended March 28, 1997. The twelve months ended March 27, 1998
include the results of OHM Corporation since February 25, 1998, the date on
which we acquired a 54% controlling interest. Revenues related to OHM in the
twelve months ended March 27, 1998 were $42.1 million.

   Gross margins were 11.6% of revenues in the twelve months ended March 27,
1998 and 10.5% in the twelve months ended March 28, 1997. The improved gross
margin was due to spreading fixed overhead costs over higher revenue levels.

   Engineering & Construction. Engineering & construction revenues were $346.1
million in the twelve months ended March 27, 1998 compared to $308.6 million in
the twelve months ended March 28, 1997, an increase of approximately 12%. DOD
revenues were $199.4 million in the twelve months ended March 27, 1998 or $45.9
million greater than the $153.5 million of DOD revenues in the twelve months
ended March 28, 1997. The strong improvement in DOD activity was due to
increased funding of the DOD indefinite delivery order programs and an increase
in the number of DOD contracts being executed. In addition, OHM contributed
about $20.0 million to the increase in DOD revenues in the twelve months ended
March 27, 1998. DOE revenues of $40.5 million in the twelve months ended March
27, 1998 were $9.1 million lower than the $49.6 million of DOE revenues
reported in the twelve months ended March 28, 1997. Commercial revenues were
$106.2 million in the twelve months ended March 27, 1998 or $0.7 million higher
than the $105.5 million in commercial revenue reported in the twelve months
ended March 28, 1997.

   Our engineering & construction platform segment profit of $37.0 million in
the twelve months ended March 27, 1998 increased 43% over the $25.9 million
segment profit reported in the twelve months ended March 28, 1997. This
increase is primarily a result of the increase in higher margin, DOD revenues.
The engineering & construction segment profit was 10.7% and 8.4% of engineering
& construction revenues for the twelve months ended March 27, 1998 and the
twelve months ended March 28, 1997, respectively.

   Consulting & Ventures. Consulting & ventures revenues of $79.6 million in
the twelve months ended March 27, 1998 exceeded the twelve months ended March
28, 1997 revenues of $48.8 million by $30.8 million, an increase of
approximately 63%. This increase is primarily attributable to the acquisitions
of Pacific Environmental Group, Inc., Chi Mei IT, PHR Environmental
Consultants, Inc. and Jellinek, Schwartz & Connolly, Inc.

   Our consulting & ventures platform segment profit was $7.3 million in the
twelve months ended March 27, 1998 compared to $0.7 million in the twelve
months ended March 28, 1997. The consulting & ventures segment profit was 9.2%
and 1.4% of consulting & ventures revenues for the twelve months ended

                                       49


March 27, 1998 and the twelve months ended March 28, 1997, respectively. The
increase in absolute dollars and as a percentage of revenue is attributable to
the acquisitions that occurred in the twelve months ended March 27, 1998.

   Outsourced Services. Outsourced services revenues in the twelve months ended
March 27, 1998 were $6.8 million from the OHM acquisition, compared to none in
the twelve months ended March 28, 1997. As discussed previously, the OHM
acquisition occurred on February 25, 1998 and consequently no revenue from OHM
was included in the twelve months ended March 28, 1997 results.

   Outsourced services reported $0.9 million in segment profit in the twelve
months ended March 27, 1998 compared to none in the twelve months ended March
28, 1997.

   International. International revenues were $9.6 million in the twelve months
ended March 27, 1998 compared to $4.7 million in the twelve months ended March
28, 1997. This increase is the result of the Chi Mei acquisition in October
1996.

   The international platform segment loss of $1.4 million in the twelve months
ended March 27, 1998 compares to segment profit of $0.2 million in the twelve
months ended March 28, 1997. The higher loss is the result of losses on
selected international projects.

 Selling, General and Administrative Expenses

   Selling, general and administrative expenses were 7.2% of revenues in the
twelve months ended March 27, 1998 and 9.2% in the twelve months ended March
28, 1997. Selling, general and administrative expenses of $31.8 million in the
twelve months ended March 27, 1998 were $1.7 million or 5.0% lower than the
twelve months ended March 28, 1997 level primarily due to the full year impact
of the corporate restructuring initiated at the end of the second fiscal
quarter of 1997 and the relocation of our corporate headquarters in the first
quarter of the twelve months ended March 27, 1998 which resulted in reduced
lease expense and labor cost as we integrated and consolidated management and
corporate functions into our largest facility, see Special Charges.

   Selling, general and administrative expenses include goodwill amortization
of $1.4 million for the twelve months ended March 27, 1998 and $0.8 million for
the twelve months ended March 28, 1997. Selling, general and administrative
expenses, excluding goodwill, were 6.9% of revenues for the twelve months ended
March 27, 1998 and 9.0% of revenues for the twelve months ended March 28, 1997.

 Special Charges

   Special charges of $14.2 million were recorded in the twelve months ended
March 27, 1998. These special items include $5.7 million for integration costs
associated with the acquisition of OHM, $3.9 million non-cash charge related to
the Helen Kramer project claim settlement, $2.8 million charge associated with
the relocation of our corporate headquarters, and $1.8 million loss from the
sale of a small remediation services business. See previous table on Special
Charges incurred in the twelve months ended March 27, 1998.

                                       50


   Corporate Restructuring. Special charges of $8.4 million were recorded in
the twelve months ended March 28, 1997. The special charge relating to a
corporate restructuring included $3.4 million for severance, $4.1 million for
closing and reducing the size of selected offices and $0.9 million for other
related items. As part of the restructuring plan, we laid-off 133 employees and
paid over $2.5 million in termination benefits. In addition, we approved a plan
to close five leased facilities and reduce the size of eleven other leased
facilities by either sublease or abandonment. The remaining costs to be paid
relate to the facility closures and office space reductions which will be paid
out over the terms of the leases. One of these facility closures has a
remaining lease obligation of approximately six years. A summary of the special
charges incurred during the twelve months ended March 28, 1997 is outlined
below (in thousands):



                                          Twelve Months Ended March 28, 1997
                                       -----------------------------------------
                                        Cash/  Special           Reserve balance
                                       Noncash Charges  Activity   at 12/25/98
                                                     
Corporate Restructuring:
  Severance and relocation............  Cash   $(3,400)  $3,400       $  --
  Duplicative offices/assets..........  Cash    (4,100)   3,227        (873)
  Other...............................  Cash      (903)     903          --
                                        ----   -------   ------       -----
    Total.............................         $(8,403)  $7,530       $(873)
                                        ====   =======   ======       =====


 Interest, Net

   Net interest expense was 1.8% of revenues in the twelve months ended March
27, 1998 and 1.5% of revenues in the twelve months ended March 28, 1997. The
following table shows net interest expense for these comparative periods (in
thousands):



                                                             Twelve Months Ended
                                                             -------------------
                                                             March 27, March 28,
                                                               1998      1997
                                                                 
Interest incurred...........................................  $10,730   $ 7,168
Capitalized interest........................................      (10)       --
Interest income.............................................   (2,751)   (1,908)
                                                              -------   -------
  Interest, net.............................................  $ 7,969   $ 5,260
                                                              =======   =======


   The increase in the twelve months ended March 27, 1998 net interest expense
compared to the twelve months ended March 28, 1997 of $2.7 million is
attributable to the credit facilities used in the OHM acquisition. Loan
origination costs, fees and interest expense incurred for the period February
25, 1998 to March 27, 1998 related to the acquisition of OHM stock were
approximately $3.4 million.

 Income Taxes

   For the twelve months ended March 27, 1998, we reported a loss from
continuing operations before income taxes and an extraordinary item of $2.2
million and recorded an income tax charge of $4.2 million after adjusting for
the special charge and a $2.3 million deferred tax asset valuation adjustment
prior to the acquisition of OHM. We also recognized a tax benefit of $3.5
million on an extraordinary charge for the early extinguishment of debt and a
$3.0 million benefit for a loss from disposition of a discontinued operation.
The total net tax benefit is $2.4 million. Our effective income tax rate from
continuing operations is more than the federal statutory rate primarily due to
the above charge, state income taxes and nondeductible expenses.

   For the twelve months ended March 28, 1997, in which we reported a loss from
continuing operations before income taxes of $9.0 million, we recorded an
income tax benefit of $0.2 million which included a $4.6 million tax charge
resulting from the adjustment of our deferred tax asset valuation allowance
based on our assessment of the uncertainty as to when we will generate a
sufficient level of future earnings to realize the deferred tax asset created
by the special charges.

                                       51


 Dividends

   Our dividends are summarized below (in thousands):



                                                            March 27, March 28,
                                                              1998      1997
                                                                
7% Cumulative convertible exchangeable cash dividend.......  $3,595    $4,050
6% Cumulative convertible participating
  . Imputed non-cash dividend..............................   2,105       866
  . In-kind 3% stock dividend (including cash paid of
    $12,000 for fractional shares).........................     467        --
                                                             ------    ------
    Total..................................................  $6,167    $4,916
                                                             ======    ======


   Commencing with November 21, 1997, our convertible preferred stock
outstanding accrued a 3% in-kind stock dividend for one year during which the
statement of operations also included an imputed dividend at a rate of
approximately 3% per annum.

Discontinued Operations

   At December 25, 1998, our consolidated balance sheet included accrued
liabilities of $7.9 million to complete the closure and post-closure of our
disposal facilities and the PRP matters net of trust fund and annuity
investments, restricted to closure and post-closure use and anticipated
insurance settlement proceeds. In the twelve months ended March 27, 1998, we
increased our provision for loss on disposition of our discontinued
transportation, treatment and disposal business by $5.0 million, net of income
tax benefit of $3.0 million. This increased provision primarily related to an
additional accrual for closure costs related to the former Panoche disposal
site. In March 1998, we announced approval by the California Department of
Toxic Substances Control of the final closure and post-closure plan for the
last of our four inactive treatment, storage and disposal facilities. The
approved plans allow us to proceed with the completion of final closure
construction and provides for future submittal of technical studies that will
be utilized to determine final aspects and costs of closure construction and
monitoring programs for the former Panoche disposal site.

   With regard to the residual land at the inactive disposal facilities, a
substantial component of which is adjacent to those facilities and was never
used for waste disposal, in June 1999, a local community's review of its growth
strategy resulted in limitations, in line with our expectations, on our ability
to develop a portion of our residual land. There were no other significant
developments during the quarter.

   With respect to the Operating Industries, Inc. Superfund site in Monterey
Park, California, for which USEPA notified a number of entities, including us,
that they were PRPs, there were no significant developments during the quarter.

   With respect to the GBF Pittsburg landfill site near Antioch, California,
there were no significant developments during the quarter ending June 25, 1999,
but our litigation (Members of the GBF/Pittsburg Landfill(s) Respondents Group,
etc. et al, v. Contra Costa Waste Service, etc., et al. U.S.D.C., N.D. CA, Case
No. C96-03147SI) against the owner/operators of the site and other non-
cooperating PRP's to cause them to bear their proportionate share of site
remedial costs is scheduled to be mediated beginning in September 1999. The
owner/operators are vigorously defending the PRP group's litigation, and the
outcome of the litigation cannot be determined at this time.

   Failure of the PRP group to effect a satisfactory resolution with respect to
the choice of appropriate remedial alternatives or to obtain an appropriate
contribution towards site remedial costs from the current owner/operators of
the site and other non-cooperating PRPs could substantially increase the cost
to us of remediating the site.

   For further information regarding our discontinued operations, see the note
to our consolidated financial statement entitled "Discontinued Operations."

                                       52


LIQUIDITY AND CAPITAL RESOURCES

   Working capital at June 25, 1999 was $185.6 million which is an increase of
$66.2 million, or 55%, from the December 25, 1998 working capital of $120.3
million. Working capital increased by $45.4 million or 60.6% to $120.3 million
at December 25, 1998 from $74.9 million at March 27, 1998 as a result of the
acquisitions of OHM and GTI. The current ratio at June 25, 1999 was 1.66:1
which compares to 1.44:1 at December 25, 1998 and 1.38:1 at March 27, 1998.

   Cash used by operating activities, which includes cash outflows related to
discontinued operations, for the six months ended June 25, 1999 totaled $18.5
million compared to $38.2 million used by operating activities in the
corresponding period of last year, a reduction in the use of cash by operating
activities of $19.7 million. The change in cash used by operating activities
was due to the increase in net income to $14.6 million for the six months ended
June 25, 1999 compared to a net loss of $33.5 million for the six months ended
June 26, 1998, and adjustments to non-cash items, primarily special charges of
$25.0 million relating to the write down of the HTTS assets and the sale of our
investment in Quanterra. Cash used by operating activities for the nine months
ended December 25, 1998 totaled $34.5 million compared to $19.5 million of cash
used for operating activities in the twelve months ended March 27, 1998. This
$15.0 million increase is principally due to an increase in working capital
requirements as a result of the OHM acquisition. The $34.5 million of cash used
for operating activities during the nine months ended December 25, 1998 also
includes $11.1 million of costs associated with our discontinued operations. We
expect our discontinued operations cash usage for the twelve months ended
December 31, 1999 to be less than $8.0 million.

   Capital expenditures of $7.5 million for the six months ended June 25, 1999
were $3.8 million greater than the prior fiscal year principally due to
increased capital expenditure requirements as a result of acquisitions. Capital
expenditures were $6.9 million, $4.8 million and $3.4 million for the nine
months ended December 25, 1998, the twelve months ended March 27, 1998 and the
twelve months ended March 28, 1997, respectively. Capital expenditures for the
nine months ended December 25, 1998 were $2.1 million higher than the twelve
months ended March 27, 1998 due primarily to computer related expenditures
required to integrate our recent acquisitions. We expect capital expenditures
to increase to approximately $14.0 million in fiscal year 1999 due to
information technology upgrades required to integrate recent acquisitions.

   Cash used by investing activities was $186.2 million for the six months
ended June 25, 1999 compared to $208.2 million for the six months ended June
26, 1998. The uses of cash in both periods were primarily related to the
acquisition of businesses, net of cash acquired. For the six months ended June
25, 1999, we used $177.3 million for acquisitions, including $74.0 million for
EFM, $10.2 million for Roche, $61.9 million for EMCON, and $31.2 million for
acquisition related liabilities including employee severance, relocation and
facility closure costs, and consideration paid relating to previously acquired
entities. For the six months ended June 26, 1998, we used $208.7 million for
acquisitions, including $199.6 for OHM, and $9.1 million related to other
acquisitions. Cash used for the acquisition of businesses, net of cash acquired
was $81.3 million and $163.2 million for the nine months ended December 25,
1998 and the twelve months ended March 27, 1998, respectively. On February 25,
1998, we purchased 54% of OHM for $160.2 million which is included in the
Consolidated Statements of Cash Flows net of $12.0 million of cash acquired. On
June 11, 1998, we paid $34.8 million as part of the consideration to acquire
the balance of OHM. On December 3, 1998, we acquired GTI for $69.4 million (or
$40.1 million net of $29.3 million in cash acquired). We also acquired
specialty consulting firms PHR, PEG, JSC and LandBank for cash during the
twelve months ended March 27, 1998. These acquisition agreements, along with
the acquisition of Beneco by OHM, include potential future contingent payments.
The total potential future contingent payments range from a low of $1.9 million
to a maximum of approximately $19.1 million.

   In connection with the OHM acquisition, we entered into a $240.0 million
credit facility which was used to complete the cash tender offer to acquire 54%
of OHM, to refinance our $65.0 million principal amount of senior notes and for
working capital purposes until we acquired the balance of OHM on June 11, 1998.
On June 11, 1998, the credit facilities were amended and restated to effect a
$378.0 million refinancing. Under this

                                       53


refinancing, we initially borrowed $228.0 million under term loan provisions
and approximately $85.0 million through a revolving credit facility. On
September 14, 1998, the lenders under the credit facilities approved the first
amendment, increasing the revolving credit facility from $150.0 million to
$185.0 million.

   Long-term debt of $632.4 million at June 25, 1999 increased from $405.1
million at December 25, 1998 primarily due to the issuance of the notes, which
were used for the acquisitions of EFM and Roche, and to refinance our existing
indebtedness, and also increased due to borrowings under the revolving credit
facility to finance the EMCON acquisition, and due to seasonal working capital
requirements. Long-term debt, including OHM's 8% convertible subordinated
debentures, of $405.1 million at December 25, 1998 increased from $284.7
million at March 27, 1998 primarily due to the acquisitions of OHM and GTI. Our
ratio of total debt, including current portion, to equity was 2.60:1 at
June 25, 1999, 1.77:1 at December 25, 1998, 2.03:1 at March 27, 1998 and 0.42:1
at March 28, 1997. The notes have a 11.25% fixed rate of interest payable
semiannually in cash commencing October 1999 and will be redeemable on or after
2004 at a premium with a stated maturity of April 2009. The notes are our
general unsecured obligations, subordinated to our credit facilities and other
senior indebtedness and pari passu with other existing and future indebtedness
unless the terms of that indebtedness expressly provide otherwise.

   As a result of the utilization of funds for acquisition purposes, we have
utilized a larger portion of our existing revolving credit capacity than would
normally be expected. Our liquidity under our revolving credit facilities on
June 25, 1999, after the EMCON acquisition, was approximately $35.0 million. We
continue to have significant cash requirements, including interest, operating
lease payments, preferred dividend obligations, the potential requirements of
future acquisitions as we pursue our growth and diversification strategy,
expenditures for the closure of its inactive disposal sites and PRP matters
(see Transportation, Treatment and Disposal Discontinued Operations), required
term loan and subordinated debenture principal payments, and contingent
liabilities. In connection with our plans for continued internal growth and
growth through acquisitions, additional capital sources may be required.

   We incurred substantial indebtedness in connection with the offering of
series A notes. As of June 25, 1999, we had $651.5 million of indebtedness
outstanding.

   Our primary sources of liquidity are cash flow from operations and
borrowings under our revolving credit facility. Our primary uses of cash will
be to fund working capital, capital expenditures and potential acquisitions and
to service debt. We believe that our cash flow from operations and availability
under our credit facilities will provide adequate funds for our working capital
needs for the next twelve months, planned capital expenditures and debt service
requirements. Future acquisitions, joint ventures or similar transactions may
require additional capital and there can be no assurance that such capital will
be available to us on acceptable terms or at all. We cannot assure you that our
business will generate sufficient cash flow from operations, that currently
anticipated revenue growth and cost savings will be realized or that future
borrowings will be available to us under our credit facilities in an amount
sufficient to enable us to pay our indebtedness, including the series A and
series B notes, or to fund our other liquidity needs. We may need to refinance
all or a portion of our indebtedness, including the series A and series B
notes, on or before maturity. We cannot assure you that we will be able to
refinance any of our indebtedness, including our credit facilities and the
series A and series B notes, on commercially reasonable terms or at all.

Quantitative and Qualitative Disclosures About Market Risk

   The following discussion of our exposure to various market risks contains
"forward-looking statements" that involve risks and uncertainties. These
projected results have been prepared utilizing assumptions considered
reasonable in the circumstances and in light of information currently available
to us. Nevertheless, because of the inherent unpredictability of interest
rates, actual results could differ materially from those projected in such
forward-looking information.


                                       54


   At December 25, 1998, we had fixed-rate debt totaling $44.5 million in
principal amount and having a fair value of $40.7 million. These instruments
are fixed rate and, therefore, do not expose us to the risk of earnings loss
due to changes in market interest rates. However, the fair value of these
instruments would decrease to approximately $40.0 million if interest rates
were to increase by 10% from their levels at December 25, 1998.

   At December 25, 1998, we had floating-rate long-term debt totaling $368.8
million in principal amount and having a fair value of $368.8 million. These
borrowings are under our credit facilities. We have entered into a swap
agreement with a notional amount of $126.0 million as required by our credit
facilities and to reduce our exposure to adverse fluctuations in interest rates
relating to this debt. We have not entered into any other derivative financial
instruments for trading purposes. If floating rates were to increase by 10%
from December 25, 1998 levels, we would incur additional interest expense of
approximately $1.8 million.

   As discussed in the notes to our consolidated financial statements, our
consolidated balance sheet includes $7.9 million of accrued liabilities to
complete the closure and post-closure of our disposal facilities and other
matters, net of certain trust fund and annuity investments which are restricted
to closure and post-closure use and insurance recovery. These trust fund assets
total $20.1 million at December 25, 1998 and consist predominately of high
quality common stocks, fixed rate AAA rated corporate and government bonds, and
annuity investments which provide for periodic payments into the trust fund. If
interest rates were to increase by 10% from their levels at December 25, 1998,
the decrease in fair value of the fixed-rate debt securities would not be
material to us. If the market prices of the individual equity securities were
to decrease by 10% from their levels at December 25, 1998, the resulting loss
in fair value of these securities would not be material to us.

   The notes have a fixed interest rate of 11.25%. Since the notes have a fixed
rate of interest, we are not exposed to the risk of earnings loss due to
changes in market interest rates. The fair value of the notes at June 25, 1999
was $221.6 million.

 Year 2000 Compliance

   The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of our computer
programs or hardware that have date-sensitive software or embedded chips may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.

   State of Readiness. We are engaged in a company-wide effort to address the
issues that are likely to arise if computer programs and embedded computer
chips are unable to properly recognize dates in and after the year 2000. This
effort is focused on three main areas:

  .  the information technology systems in our computers and computer
     software, including those that are linked to the systems of third
     parties;

  .  the non-information technology systems embedded in equipment that
     controls or monitors our operating assets; and

  .  our business relationships with third parties.

   The thrust of this effort is to address those information technology
systems, non-information technology systems and relationships with third
parties that we judge to be materially important to our operating results or
financial condition, including those relating to significant entities (OHM,
GTI, EFM, Roche and EMCON) that we have recently acquired.

                                       55


   Work dealing with both information technology and non-information technology
systems has the following three phases:

  .  Inventory and Assessment--inventory of all of our systems, including
     those that are linked to third parties, identifying our systems that are
     not year 2000 compliant and making judgments as to which of our systems,
     both compliant and non-compliant, would likely be materially important;

  .  Strategy and Planning--development of strategies and plans for:

    .  remediating, upgrading or replacing all non-compliant systems,
       except those whose failure would, in our judgment, have an
       insignificant impact on our operations, and

    .  testing all systems judged to be materially important, and
       estimating the costs of implementing these strategies and executing
       these plans; and

  .  Execution--implementation of our strategies and execution of our plans.

   Work dealing with relationships with third parties has the following three
phases:

  .  Inventory and Assessment--inventory of our relationships with external
     agents and making judgments as to which of these relationships would
     likely be materially important;

  .  Communication and Evaluation--delivery of letters and questionnaires to
     materially important third parties to obtain information about their
     plans and actions to achieve timely year 2000 readiness and evaluating
     their responses; and

  .  Follow up--contact with third parties to obtain further assurance that
     they will achieve timely year 2000 readiness.

   Additional work, discussed below, involves identifying scenarios involving
failures for year 2000 reasons of materially important systems or materially
important relationships with third parties and developing contingency plans for
mitigating the impact of such failure.

   For information technology systems, including those of our recently acquired
entities, the materially important systems are the core financial and
administrative software system, network operating systems, desktop and laptop
computers, and telecommunications equipment. The inventory and assessment and
the strategy and planning phases of the work dealing with all materially
important information technology systems are complete. The execution phase of
this work involves both application and infrastructure repair and systems
upgrades and replacements.

   Our core financial and administrative software systems are certified as Year
2000 compliant by the vendor. During the year ended March 27, 1998, we
established an integration test plan to test this software and verify Year 2000
compliance. In February 1998, these integration tests were successfully
completed. Our core hardware was also tested and was found to be fully
compliant with the Year 2000 requirements. We have recently hired a Year 2000
Program Director and have begun communicating with clients, suppliers,
financial institutions and others with which we do business to coordinate Year
2000 conversion. For the six months ended June 25, 1999, a significant portion
of our business, approximately 58%, is attributable to the federal government.

   For our recent acquisitions, our core financial and administrative system is
presently used by OHM, GTI, and EFM. EMCON will use this system beginning in
August 1999. The financial and accounting systems of Roche and of other
international operations are still in the assessment phase and are not
considered to be a significant risk to us as a whole. Approximately 60% of
network operating systems, including those relating to the EMCON acquisition,
will require upgrades to be Year 2000 compliant, which will occur by September
1999. Our desktop and laptop computers will require approximately 20% of the
units to be replaced or upgraded in order to be Year 2000 compliant, this
replacement will occur by December 1999. Our

                                       56


telecommunications equipment includes approximately 30% of our PBX phone
systems that are not Year 2000 compliant and that will be replaced by December
1999.

   Materially important non-information technology systems involved in
operations include products purchased from third parties, primarily design and
engineering support software, proprietary software sold by us used in ongoing
environmental remediation and compliance activities, and field monitoring
equipment. The inventory and assessment of Year 2000 compliance is ongoing for
design and engineering support software and field monitoring equipment, with
projected completion by September 1999. The strategy and planning and execution
phases of the work dealing with these systems will have time lines established
upon the completion of the assessment phase. For proprietary environmental
software, all remediation of non-Year 2000 software was completed by July 1999.

   The inventory and assessment phase of our Year 2000 work dealing with
relationships with third parties is complete. Our Year 2000 Program Director
has coordinated communications with clients, suppliers, financial institutions
and others with which we do business to obtain information about the state of
these parties' Year 2000 readiness. The communication and evaluation phase of
this work is expected to be completed by August 31, 1999, and we estimate that
approximately 20% of third parties whose relationships we believe to be
materially important had been contacted and had responded as of July 1999. The
follow-up phase of this work will be undertaken on a continuous, ongoing basis
through the end of 1999. Our communications have included various entities of
the U.S. federal government, which comprised approximately 69% of our revenues
for the nine months ended December 25, 1998. At this time, we cannot predict
the impact of the U.S. federal government's Year 2000 readiness on our
consolidated financial condition, liquidity and results of operations. The
failure of the U.S. federal government to pay its bills on a timely basis could
have a material adverse effect on our consolidated financial condition,
liquidity and results of operations.

   Costs. Management has prepared a detailed conversion plan and has estimated
the total cost of Year 2000 compliance to be approximately $6.2 million. As of
June 25, 1999, we had incurred costs of approximately $1.5 million to address
Year 2000 issues. All of the costs have been or will be charged to operating
expense and funded through operating cash flows. Approximately 90% of both
planned and incurred costs relate to hardware and software expenditures, and
approximately 10% relate to outside consultants. Internal costs of our year
2000 work are not separately tracked. Additional costs could be incurred if
significant remediation activities are required with third parties.

   Risks and Contingencies. We are currently developing contingency plans to
address how we will handle the most reasonably likely worst case scenarios
including situations where our clients, suppliers, financial institutions and
others are not Year 2000 compliant on January 1, 2000. We do not have control
over these third parties and, as a result, cannot currently estimate to what
extent our future operating results may be adversely affected by the failure of
these third parties to successfully address their Year 2000 issues. However,
our contingency plans include actions designed to identify and minimize any
third party exposures and we believe that, based on third party exposures
identified to date, these issues should be resolved by the year 2000.

   Forward Looking Statements Relating to the Year 2000. The foregoing
discussion about the year 2000 issue includes a number of forward-looking
statements, which are based on our best assumptions and estimates. These
include statements concerning our estimated timetables for completing the
uncompleted phases of our year 2000 work, our estimates of the percentages of
the work that remains to be performed to complete these phases, our estimated
timetable for identifying scenarios involving possible failures for year 2000
issues in materially important systems and relationships with third parties and
the development and implementation of contingency plans for mitigating the
impacts of these scenarios and our estimates of the costs of each phase of our
year 2000 work.

                                       57


   Actual results could differ materially from the estimates expressed in these
forward-looking statements, due to a number of factors. These factors, which
are not necessarily all the key factors that could cause such differences,
include the following:

  .  our failure to judge accurately which of our systems and relationships
     with third parties are materially important;

  .  our inability to obtain and retain the staff and third-party assistance
     necessary to complete the uncompleted phases of our year 2000 work in
     accordance with our estimated timetables;

  .  the inability of our staff and third parties (1) to locate and correct
     all non-year 2000 compliant computer code in materially important
     systems and test such corrected code and (2) to install and test
     upgrades or new systems containing year 2000-compliant computer code,
     all in accordance with our estimated timetables;

  .  unforeseen costs of completing our year 2000 work;

  .  our inability or failure to identify significant year 2000 issues not
     now contemplated; and

  .  the failure of third parties to achieve timely year 2000 readiness.

                                       58


                                    BUSINESS

Company Overview

   We are a leading provider of a broad range of environmental consulting,
engineering and construction, and remediation services, designed to address
clients' environmental needs and to add value by reducing clients' financial
liabilities. In addition, we are leveraging our ability to manage large,
complex environmental projects, one of our core strengths, to offer a variety
of services, such as facilities management, to clients who no longer wish to
perform these services themselves. We have a strong reputation for both the
high quality of our work and the breadth of the services we provide.

   Our clients are federal, state and local governments in the U.S. and
commercial businesses worldwide. We obtained 60% of our pro forma revenues for
the twelve months ended December 25, 1998 from the federal government under
more than 120 contracts that range in length from one to ten years. In
addition, we serve more than 1,600 commercial clients on projects which range
in length from one month to more than one year. As of December 25, 1998 on a
pro forma basis, we employed over 6,000 persons in a network of more than 80
domestic and ten international offices. For the twelve months ended December
25, 1998, our pro forma revenues were $1.4 billion, our pro forma adjusted
EBITDA was $150.5 million and our pro forma net loss was $22.3 million. As of
December 25, 1998, our pro forma backlog was $4.0 billion. Ninety percent of
our backlog is related to federal government programs and approximately 84% is
expected to be charged to our clients on a cost-reimbursable basis. Many of our
commercial contracts automatically renew every year unless terminated, and are
typically not part of our backlog.

Industry Overview and Trends

   According to industry sources, over the past five years, the portion of the
domestic environmental services industry in which we compete grew from
approximately $25.4 billion in 1993 revenues to approximately $26.5 billion in
1997 revenues, which equates to a compound annual growth rate of approximately
1.1%. Demand for our environmental services is driven by a number of factors,
including:

  .  the needs of the DOD and DOE to restore sites formerly used for weapons
     production or military bases;

  .  the need to comply with federal, state and municipal environmental
     regulation and enforcement regarding the quality of the environment;

  .  the need to bring aging production facilities into compliance with
     current environmental regulations;

  .  the need to minimize waste generation on an ongoing basis; and

  .  the need to reduce or forestall liability associated with pollution-
     related injury and damage.

   A significant portion of future DOD and DOE environmental expenditures will
be directed to cleaning up hundreds of military bases and to restoring former
nuclear weapons facilities. The DOD has stated that there is an urgent need to
ensure that the hazardous wastes present at these sites, often located near
population centers, do not pose a threat to the surrounding population, and, in
connection with the closure of many military bases, there is an economic
incentive to make sure that the environmental restoration enables these sites
to be developed commercially by the private sector. The DOE has long recognized
the need to stabilize and safely store nuclear weapons materials and to clean
up areas contaminated with hazardous and radioactive waste. According to
federal government publications, the DOD's budget for environmental remediation
will be approximately $2.5 billion annually for the next five years and the
DOE's budget will be approximately $5.7 billion annually for the same period.

                                       59


   Significant environmental laws have been enacted in the U.S. in response to
public concern about the environment. These laws and the implementing
regulations affected nearly every industrial activity, and efforts to comply
with the requirements of these laws create demand for our services. The
principal federal legislation that has created a substantial market for us, and
therefore has the most significant effect on our business, includes the
following:

  .  Comprehensive Environmental Response, Compensation and Liability Act of
     1980. CERCLA established the Superfund program to clean up existing,
     often abandoned hazardous waste sites and provides for penalties and
     significant damages for noncompliance with EPA orders. As of September
     1998, the EPA identified approximately 1,370 sites as being
     significantly contaminated with hazardous materials and, therefore,
     named them as Superfund sites. Only approximately 41% of these sites
     have been remediated.

  .  Resource Conservation and Recovery Act of 1976. RCRA provides a
     comprehensive scheme for the regulation of hazardous waste from the time
     of generation to its ultimate disposal, and sometimes thereafter, as
     well as the regulation of persons engaged in the treatment, storage and
     disposal of hazardous waste.

  .  Clean Air Legislation. The Clean Air Act empowered the EPA to establish
     and enforce National Ambient Air Quality Standards, National Emission
     Standards for Hazardous Air Pollutants and limits on the emission of
     various pollutants. The 1990 amendments to the Clean Air Act
     substantially increased the number of sources emitting a regulated air
     pollutant which will be required to obtain an operating permit; the
     amendments also addressed the issues of acid rain and ozone protection.

  .  Clean Water Act of 1972. The Clean Water Act established a system of
     standards, permits and enforcement procedures for the discharge of
     pollutants to surface water from industrial, municipal and other
     wastewater sources. The Toxic Substance Control Act, enacted in 1976,
     established requirements for identifying and controlling toxic chemical
     hazards to human health and the environment.

   In recent years, our industry has experienced a slowing in revenue growth,
which is principally attributable to spending patterns of commercial clients.
We attribute this slowdown to, among other things:

  .  decreased federal, state and local enforcement of regulations, and

  .  delay in the reauthorization of CERCLA.

   These factors have been partially offset by an increased desire on the part
of commercial clients for strategic environmental services, which:

  .  provide an integrated, proactive approach to environmental issues, and

  .  are driven by economic, as opposed to legal or regulatory concerns.

   In addition, there is a growing international market arising from the
increased awareness on the part of foreign governments and private sector
entities of the need for additional and/or initial environmental regulations,
studies and remediation.

   Traditionally the DOD has maintained most of its own facilities and
performed its own facility activities, but it is now in the process of
transferring many of these responsibilities to private contractors and private
owners. The privatization market has been created by the government's selling
an asset or revenue stream, such as military housing and electric, water and
wastewater utilities on a military base, to a private company, which is then
responsible for maintenance and operation. The outsourcing market has been
created by private contractors taking over site activities currently conducted
by government, often military, personnel.

                                       60


Acquisitions

   Since 1996, we have made ten acquisitions to expand and diversify our
businesses to meet our strategic objectives. The following table provides some
basic information on these acquisitions.



                                                                                                     Most Recent
                                                                                                     Fiscal Year
                                                                                                       Revenues
   Date of                                                                                             Prior to
 Acquisition        Name           Location(s)                         Business                      Acquisition
- -----------------------------------------------------------------------------------------------------------------
                                                                                         
Mar. 1996    Gradient           Massachusetts      . Environmental/human health risk assessment        $5 million
             Corporation*                          . Litigation support
- -----------------------------------------------------------------------------------------------------------------
Nov. 1996    Chi Mei IT         Taiwan             . Wastewater treatment design/build                $12 million
- -----------------------------------------------------------------------------------------------------------------
May 1997     PHR                California         . Historical pollution liability research and       $3 million
             Environmental      Washington, DC       investigation
             Consultants, Inc.
- -----------------------------------------------------------------------------------------------------------------
Sept. 1997   Pacific            California         . Environmental consulting and engineering         $10 million
             Environmental                           services
             Group, Inc.
- -----------------------------------------------------------------------------------------------------------------
Jan. 1998    Jellinek,          Washington, DC     . Science-based environmental consulting and       $12 million
             Schwartz &         Colorado             advocacy services
             Connolly, Inc.     England
- -----------------------------------------------------------------------------------------------------------------
Mar. 1998    LandBank, Inc.     Colorado           . Real estate acquisition and restoration company   $3 million
- -----------------------------------------------------------------------------------------------------------------
Feb. and     OHM Corporation    Over 30 regional   . Leading diversified services firm providing a   $527 million
June 1998                        offices             broad range of services for governmental and
                                                     private sector clients
                                                   . Leading provider of operations, maintenance
                                                     and construction outsourcing services
- -----------------------------------------------------------------------------------------------------------------
Dec. 1998    Fluor Daniel GTI,  Over 30 offices in . Broad-based environmental services firm         $200 million
             Inc.                North America,
                                 Europe and
                                 Australia
- -----------------------------------------------------------------------------------------------------------------
March 1999   Roche ltee, Groupe Quebec City,       . Engineering and construction services to         $28 million
             conseil            Canada               wastewater, paper, mining and transportation
                                                     industries worldwide
- -----------------------------------------------------------------------------------------------------------------
April 1999   EFM Group          Over 10 offices    . Environmental remediation, program management   $106 million
                                 in North America    and technical support for federal government
                                                     agencies and private sector clients
- --------------------------------------------------------------------------------
June 1999    EMCON              Over 20 offices    . Environmental engineering, design               $151 million
                                 in North America    and construction
                                                   . Municipal solid waste services
- -----------------------------------------------------------------------------------------------------------------

* We are in the process of negotiating the sale of substantially all of the
  assets of Gradient to members of its senior management for an aggregate
  purchase price of $800,000. We also will enter into a joint marketing
  agreement with the purchasers under which we will pursue projects
  collaboratively in an exclusive arrangement. We expect the transaction to
  close by the end of September.

   We believe our recent acquisitions add capabilities that are complementary
to our existing services, and offer us cost savings and other synergies. We
also believe that our matrix organization and our comprehensive management
information system allow us to:

  .  efficiently integrate acquired operations,

  .  eliminate duplicative costs,

  .  centralize common functions,

  .  consolidate locations that serve the same areas, and

  .  use our low cost structure to bid successfully on new projects.

                                       61


   In connection with the OHM acquisition, we implemented a cost reduction
program that eliminated approximately $32.0 million in costs on an annualized
basis within six months of acquiring the business, principally through
elimination of management overhead, marketing costs and facilities. In
connection with the GTI acquisition, we executed a similar plan that has
resulted in approximately $18.7 million of annualized cost eliminations being
realized. We have devised similar plans with respect to the EFM and EMCON
acquisitions that we believe will produce approximately $9.6 million in
annualized cost eliminations for EFM and approximately $12.0 million for EMCON.
See "Unaudited Pro Forma Consolidated Financial Data."

 EMCON

   On June 15, 1999, we acquired all of the issued and outstanding capital
stock of EMCON for approximately $61.9 million, plus the assumption of
approximately $13.3 million in debt.

   EMCON, based in San Mateo, California, is a leader in the design,
construction and remediation of solid and hazardous waste facilities, having
participated in the design, construction and remediation of several hundred
transfer, storage and disposal facilities in the United States, as well as
several foreign countries. EMCON's solid waste services include:

  .  site selection and evaluation,

  .  facility design,

  .  development of preprocessing and operating facilities,

  .  assistance in regulatory compliance and permitting,

  .  final closure, end-use planning and design,

  .  construction, and

  .  operations and maintenance.

   EMCON's services also include the development of programs dealing with
environmental assessments and remediation of contaminated sites, as well as
services related to applied sciences such as fuel spill damage assessment,
marine fate-and-effect studies and natural resource damage assessment. For the
twelve months ended December 31, 1998, EMCON had revenues of $151.3 million,
adjusted EBITDA of $8.3 million and net income of $1.6 million.

 EFM

   On April 9, 1999, we purchased specified assets and specified liabilities of
EFM from ICF Kaiser for a purchase price of $82.0 million reduced by $8.0
million representing working capital retained by ICF Kaiser.

   EFM primarily oversees major program management and technical support
contracts for federal agencies, particularly the DOE, DOD and NASA, as well as
private-sector environmental clients. EFM provides two principal services:

  .  environmental consulting, characterization, remedial design and
     construction; and

  .  facilities management, which involves engineering, operations and
     maintenance.

   Examples of current EFM projects include providing technical support for
environmental restoration projects at some of the DOE's former weapons
production facilities and conducting hazardous and radioactive waste cleanups
under two large contracts for the Army Corps of Engineers. EFM also focuses on
providing support to the DOD's privatization and outsourcing initiatives, and
holds a 23% interest in a joint venture providing outsourcing services to NASA.
For the twelve months ended December 31, 1998, EFM had revenues of $105.9
million, adjusted EBITDA of $6.2 million and net income of $6.1 million.

                                       62


 Roche

   On March 31, 1999, we purchased all of Roche's issued and outstanding
capital stock for an initial payment of $10.2 million in cash, plus two
potential earnout payments.

   Roche, an engineering, construction and consulting company based in Canada,
is primarily focused on infrastructure development including transportation and
water/wastewater treatment facilities. Roche also has completed projects in the
pulp and paper and mining markets. Roche operates exclusively outside the U.S.,
and has current project experience in more than 20 countries. We have
collaborated with Roche on projects during the past two years, and we believe
that this acquisition will add to our strategic consulting capabilities and
experience and expertise in international markets. We expect Roche to provide
us with access to international clients as well as a mobile workforce to
respond to our U.S.-based, multinational clients' needs on a global basis. For
the twelve months ended December 25, 1998 Roche had revenues of $28.3 million,
adjusted EBITDA of $0.5 million and adjusted net income of $0.1 million.

Markets and Services

 General

   We provide services through four platforms: engineering & construction,
consulting & ventures, outsourced services and international. We do not own or
operate facilities involved in the ongoing commercial disposal of hazardous
waste. As announced on July 28, 1999, we will conduct our business through
seven principal business units, as follows:

  1. Commercial Engineering and Construction Group,

  2. Solid Waste,

  3. IT Consulting Group,

  4. Department of Defense,

  5. Energy and Nuclear Operations,

  6. International Services, and

  7. Outsourced Services.

   We have not determined what impact that this business unit structure will
have on our reportable business platforms.

 Engineering & Construction

   Most of our business is the management of complex hazardous waste
remediation projects. These projects involve the assessment, planning and
execution of the decontamination and restoration of property, plant and
equipment that have been contaminated by hazardous substances. These projects
usually require the cleanup of land sites where hazardous or radioactive
substances have been disposed. These sites can pose threats to adjacent
buildings, production facilities and storage sites and the surrounding rivers,
streams and groundwater. These projects require considerable technical
engineering and analysis to identify the substances involved, the extent of the
contamination, the appropriate alternatives for containing or removing the
contamination, and the selection of the technologies for treatment to perform
the cleanup of the site. They also require strong project management and
construction and remediation skills to control costs and to meet required
schedules.

   Our engineering & construction platform provides full-service DOD and DOE
delivery order program management, engineering and design services, remedial
construction, specialized equipment and decontamination/decommissioning
capabilities. Remedial construction services offered by this platform include:

  .  excavation and isolation,

  .  installation of subsurface recovery systems,

                                       63


  .  bioremediation approaches,

  .  chemical treatment,

  .  soil washing,

  .  fixation or stabilization,

  .  facility or site closures,

  .  solidification,

  .  landfill cell construction, and

  .  slurry wall and cap installation.

   We use our engineering & construction skills to develop partnering
arrangements with clients in which we become the primary supplier of all client
environmental management services and assist clients in innovatively reducing
total environmental costs.

   The following is an example of the type of project performed by our
engineering & construction platform. We completed an approximately $70.0
million site remediation and restoration project for the DOD at Fort Ord in
Monterey, California as part of the DOD's base closure program. The project
site consisted of an 8,000 acre military site. We provided a range of services
at this site, including:

  .  removal of lead and copper from 3.2 miles of beach;

  .  removal and transportation of over 2.0 million cubic yards of soils and
     waste;

  .  consolidation and closure of four landfills totaling 144 acres;

  .  restoration of a 44 acre site for a municipal park; and

  .  revegetation of 100 acres of disturbed property with native species.

 Consulting & Ventures

   Our consulting & ventures platform helps clients comply with environmental
and/or health and safety regulations. This platform also assists clients in
developing corporate policies and procedures in areas such as pollution
prevention and waste minimization so that they integrate environmental
regulations into their business decisions. Our consulting & ventures platform
provides a wide range of consulting services, including the following:

  .  environmental permitting,

  .  facility siting and design,

  .  strategic environmental management,

  .  environmental compliance/auditing,

  .  risk assessment/management,

  .  air quality assessment/management,

  .  pollution prevention and waste minimization,

  .  industrial hygiene,

  .  environmental information systems, and

  .  data management.

   The following is an example of the type of project performed by our
consulting & ventures platform. Under a $6.0 million contract with a large,
diversified manufacturing company, we conducted a remedial

                                       64


investigation/feasibility study on a Superfund site located at a 95-acre coke
plant in Ironton, Ohio. After conducting the study, we prepared a remedial
design/action plan, which included construction services and the design of
facilities and bioremediation and groundwater management. Our plan resulted in
substantial savings for the client.

 Outsourced Services

   Through our outsourced services platform, we have broad capabilities for
operations, maintenance, management and construction at federal facilities and
in the private sector. This platform is a leading provider of project, program
and construction management services to the DOD and state and local government
agencies. As a result of the OHM acquisition, we are leveraging our core
competencies into new, high-growth service areas, especially toward outsourcing
and privatization occurring in federal, state and local governments. These core
competencies meet facilities management needs in the private sector as well.
Our outsourced services platform also offers recurring services that are not
dependent on regulatory enforcement.

   The following is an example of the type of project performed by our
outsourced services platform. We have been awarded a third consecutive contract
by the Air Force to perform construction management services over a five-year
period at Hill Air Force Base in Utah. The value of this contract is
approximately $95.0 million, and involves projects ranging from small
renovation and replacement work to the installation of sophisticated centrifuge
technology. We also are coordinating the activities of several subcontractors
that are performing ongoing construction activities.

 International

   We are building our international platform to meet the global environmental
needs of our U.S.-based clients. In November 1996, we bought 50.1% of the stock
of Chi Mei Scientech/Entech, a Taiwan-based wastewater treatment design/build
firm, now doing business as Chi Mei IT. As a part of our purchase of GTI, we
acquired GTI's subsidiaries in Australia, Italy and the United Kingdom. We also
entered into a four-year marketing agreement with Fluor Daniel, Inc. that is
expected to provide us project diversification on a worldwide basis. In March
1999, we acquired all of the outstanding capital stock of Roche, a 700 employee
firm based in Canada. Roche has current project experience in over 20
countries. Also, we have in the past, and may in the future, enter into joint
venture agreements or investments for international projects. See "Management's
Discussion and Analysis of Results of Operations and Financial Condition--
Results of Operations--Continuing Operations--Revenues."

   The following is an example of the type of project performed by our
international platform. We were appointed to design, install and operate a soil
vapor extraction system to remediate a former gasworks site in London, England,
under a contract for approximately (Pounds)500,000, or approximately $800,000.
Under a detailed design created to speed installation and minimize
commissioning time, we were able to treat an area of 43,000 square meters.
During the course of the project, we bioremediated or volatillised over 100
tons of contaminated soil. The site will now be redeveloped as a major
exhibition site.

Clients

   Our clients are federal, state and local governments and commercial
businesses worldwide.

 Federal, State and Local Government Clients

   Due to our technical expertise, project management experience and full-
service capabilities, we have successfully bid on and executed CERCLA and RCRA-
related contracts for many federal and other government agencies. See
"Business--Operations--Regulations."

   Federal government contracts are typically awarded through competitive
bidding pursuant to federal procurement regulations and involve several
bidders. After a successful bidder is selected, there is usually a

                                       65


period for contract negotiations. Government contracts also typically have
annual funding limitations and are limited by public sector budgeting
constraints. Some of these contracts provide a maximum amount of services that
may be performed by us, and specific services are authorized from time to time
through a series of task orders under the master contract.

   Many of these government contracts are for multi-year indefinite delivery
order contracts. These programs provide estimates of what the agency expects to
spend, and our program management and technical staffs work closely with the
client to define the scope and amount of work required. While these contracts
do not initially provide us with any specific amount of work, as projects are
defined, the work is awarded to us without further competitive bidding.
Approximately 40% of our revenues for the six months ended June 25, 1999 were
from indefinite delivery order contracts.

   Although we generally serve as the prime contractor on our federal
government contracts, or as a part of a joint venture that is the prime
contractor, we also serve as a subcontractor to other prime contractors on some
federal government programs. As has become typical in the environmental
industry, we have entered and may continue to enter into joint venture or
teaming arrangements with competitors when bidding on the largest, most complex
contracts.

   The table below sets forth the percentage of revenues we receive from
federal, state and local government contracts as a percentage of our
consolidated revenues.



                                                            Pro Forma              Pro Forma
                         Twelve months ended Nine months  Twelve months Six months Six months
                         -------------------    ended         ended       ended      ended
                         March 28, March 27, December 25, December 25,   June 25,   June 25,
Source                     1997      1998        1998         1998         1999       1999
                                                                 
Federal government:
  DOD...................     42%       47%        52%           41%         43%        37%
  DOE...................     14         9         10             8           9          8
  Other federal
   agencies.............      3         2          7             5           6          5
                            ---       ---        ---           ---         ---        ---
                             59        58         69            54          58         50
  State and local
   governments..........      8         5          5             6           6          5
                            ---       ---        ---           ---         ---        ---
Total...................     67%       63%        74%           60%         64%        55%
                            ===       ===        ===           ===         ===        ===


 Bidding Process

   We have a set of company-wide estimating and proposal development procedures
designed to provide consistency across all operating platforms during the
preparation of both commercial and government proposals. Our shared services
group implements these procedures and provides resources to our business
platforms for preparation of cost estimates, proposals and bid submittals. Each
of our platforms has responsibility for responding to customer solicitations.
The final decision requires coordination between operations management,
business development personnel and corporate management. Before our bid is
submitted to a client, the approach and pricing are reviewed by operations and
estimating management, which performs a risk evaluation of commercial terms and
conditions and technical aspects of the bid opportunity. Pricing then is
established in accordance with corporate policies issued by our legal
department.

 Commercial Clients

   We serve numerous commercial clients including chemical, petroleum and other
manufacturing firms, utilities, real estate and transportation service
companies and law firms. Much of our commercial work represents new contracts
awarded by existing clients. No single commercial client accounted for 10% or
more of our consolidated revenues in the nine months ended December 25, 1998,
or during fiscal years 1998 or 1997. Although in recent years enforcement of
CERCLA has diminished, clients are still seeking strategic, integrated
solutions to their environmental problems, which we seek to provide.

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Contracts

   We enter into various types of contracts with our clients, including fixed
price and cost-reimbursable plus fixed fee and award fee contracts. For the six
months ended June 25, 1999 on a pro forma basis, 30% of our net revenue was
derived from fixed-price contracts and 70% from cost-reimbursable plus fixed
fee and award fee contracts. Under a fixed-price contract, the client agrees to
pay a specified price for our performance of the entire contract. Under a cost-
reimbursable contract, we charge clients negotiated rates based on our direct
and indirect costs plus a fee component. Our ability to perform profitably
under fixed-price and other types of contracts depends on our ability to
identify, manage and recover on claims for differing and unanticipated
conditions and other changes. See "Risk Factors--Government Contractor Risk."

   We provide our services under contracts, purchase orders or retainer
letters. We bill all of our clients periodically based on costs incurred, on
either an hourly-fee basis or on a percentage of completion basis, as the
project progresses. Generally, our contracts do not require that we provide
performance bonds, although we typically require our subcontractors to post a
bond. A performance bond, issued by a surety company, guarantees the
contractor's performance under the contract. If the contractor defaults under
the contract, the surety will, in its discretion, step in to finish the job or
pay the client the amount of the bond. We have signed indemnity agreements with
our two sureties to indemnify them from obligations that arise from our failure
to perform under contracts. If, however, the contractor does not have a
performance bond and defaults in the performance of a contract, the contractor
is responsible for all damages resulting from the breach of contract. These
damages include the cost of completion, together with possible consequential
damages such as lost profits. To date, we have not incurred material damages
beyond the coverage of any performance bond, and we have never had a bond
called where the surety has been required to take over a project or pay
damages.

   For the six months ended June 25, 1999, subcontractor costs comprised 40% of
our revenues. The absence of qualified subcontractors with whom we have a
satisfactory relationship could adversely affect the quality of our services
and our ability to perform under some of our contracts.

Backlog

   Our total backlog at June 25, 1999 was approximately $4.0 billion, including
approximately $1.0 billion of funded backlog of which $0.8 billion is scheduled
to be completed within one year. Many of our commercial contracts automatically
renew every year unless terminated, and are typically not part of our backlog.
We believe that the predictability and stability of our backlog permits us to
efficiently manage our overhead and marketing costs by bidding selectively on
new work. As of June 1999, we have approximately $1.4 billion of pending
proposals, and we expect to consider more than $5.0 billion of additional
bidding opportunities over the next twelve months.

Technology Development and Patents

   Our technology development program focuses on innovative applications to
client projects of new and existing technologies and methods. The program has
four principal goals:

  .  to support project managers and clients to ensure successful application
     of environmental technologies,

  .  to continue to improve technologies developed in-house through use on
     client projects,

  .  to evaluate and implement technologies developed by others that present
     commercial opportunities for us, and

  .  to improve third party technologies for enhanced client value.

   We emphasize several technologies, including bioremediation. For example, we
have used naturally occurring organisms in our patented BIOFAST(R) system to
clean a number of sites. We have licensed from a third party "barrier wall and
reactive gate technology," which assists in the decomposition of contaminants,

                                       67


and continue to apply it to client projects. The EPA has also extended for a
third year our contract to operate its Test & Evaluation Facility in
Cincinnati, Ohio, which is available for private party sponsored technology
evaluations. It also provides treatability testing and process development
services on contaminated waste waters, sludges and soils. Major efforts this
year focused on safe drinking water and water treatment processes including
filtration and disinfection technologies. We also have improved our
environmental information management technologies. We have received extensive
patent coverage for the Manage IT system, which we use to manage and track
hazardous waste at client sites. Through the use of proprietary and other
environmental information management systems, we have become a leading user of
advanced data base management technology to serve clients' needs.

   We hold over 20 patents for various environmental technologies. Two patents
cover certain design features of equipment used in our on-site remediation
business. The first patent is for a filtration system to remove pollutants from
flowing creeks and streams. The second, known as a Portable Method for
Decontaminating Earth, is for a decontamination system to remove contaminants
from the soil through a process commonly known as soil vapor extraction. We
also have the X*TRAX(R) and LT*X(R) thermal desorption processes. The X*TRAX(R)
and LT*X(R) systems are waste treatment processes that thermally separate
organic contaminants from soils or solids and then treat the resulting organic
vapor stream.

Competition

   We believe that the principal competitive factors in all areas of our
business are:

  .  technical proficiency;

  .  operational experience;

  .  price;

  .  breadth of services offered; and

  .  local presence.

   We compete with a diverse array of small and large organizations including
the following:

  .  national or regional environmental management firms;

  .  national, regional and local architectural, engineering and construction
     firms;

  .  environmental management divisions or subsidiaries of international
     engineering, construction and systems companies; and

  .  hazardous waste generators that have developed in-house capabilities.

   For a description of the risks we face from industry competition, see "Risk
Factors--Significant Competition."

Employees

   As of December 25, 1998 on a pro forma basis, we had more than 6,000
employees. Over 2,500 of these are professional level employees, including
approximately 850 engineers, 450 environmental scientists, 475 geologists and
over 800 other specialists. In addition, our professional employees hold in the
aggregate over 950 masters degrees and 150 PhD's. Our ability to retain, expand
and utilize our staff, including those employees that have primary
responsibility for maintaining client relationships, will be a significant
factor in our future success. None of our employees are represented by labor
unions under company-wide collective bargaining agreements. However, we do
employ union labor from time to time on a project-specific basis. We consider
our relations with our employees to be good.

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Properties

   We own or lease property in 36 states, the District of Columbia, the United
Kingdom, Italy and Australia. Excluding discontinued operations, we own
approximately 54 acres and lease approximately 1.8 million square feet of
property for various uses, including:

  .  regional and project offices,

  .  technology and process development laboratories,

  .  field remediation support service facilities, and

  .  corporate offices.

   We consider these facilities adequate for our present and anticipated
activities.

   Additionally, we own approximately 2,800 acres related to discontinued
operations, principally in Northern California, of which approximately 900
acres were used for hazardous waste disposal facilities and approximately 1,900
are adjacent to those facilities, but were never used for waste disposal.

Insurance

   We maintain liability insurance programs that are structured to provide
coverage for major and catastrophic losses. We self insure against losses that
may occur in the ordinary course of business. Effective April 1, 1998, our
liability insurance program provides for coverage of up to $75.0 million. This
coverage has a $500,000 deductible. We also carry pollution liability insurance
with policy limits of up to $35.0 million. This coverage has a $1.0 million
deductible. However, we cannot assure that any future claims will not exceed
our coverages.

Regulatory

   Our clients and we are subject to extensive and evolving environmental laws
and regulations. The level of enforcement of these laws and regulations affects
the demand for many of our services and creates certain significant risks and
potential opportunities for us in providing our services. Regulatory
enforcement and changes may also affect our inactive disposal sites in Northern
California. See "Risk Factors--Environmental Contractor Risks" and the note to
our consolidated financial statements entitled "Discontinued Operations."

   Over the past several years, interested parties have proposed a number of
significant changes to existing environmental laws. Most of the proposed
changes have been delayed in Congress. The proposals would overhaul the
government regulatory process, require regulatory risk assessments and cost-
benefit analyses and reduce requirements for reporting to the government. The
impact of these proposed changes upon our business cannot yet be fully
predicted. However, the proposed changes in regulations and the perception that
enforcement of current environmental laws has been reduced, appear to have
decreased the demand for some of our services, as clients anticipate and adjust
to the potential changes. Proposed changes could result in increased or
decreased demand for some of our services. For example, if regulatory changes
decrease the cost of remediation projects or result in more funds being spent
for actual remediation, that portion of our business could increase while
amounts spent for studying could decrease. The ultimate impact of the proposed
changes will depend upon a number of factors, including the overall strength of
the U.S. economy and clients' views on the cost-effectiveness of remedies
available under the changed regulations.

   The principal environmental legislation and proposed changes in those laws
affecting us and our clients are described below:

  Comprehensive Environmental Response, Compensation and Liability Act of
1980. CERCLA governs the cleanup of sites at which there have been or may be
releases or threatened releases of hazardous substances into the environment.
CERCLA provides that any person who (1) currently or at the time of disposal of
a hazardous substance, owned or operated any facility at which hazardous
substances were released, (2) arranged

                                       69


for disposal, treatment, or transportation of hazardous substances by others or
(3) accepted hazardous substances for transport to facilities or sites from
which there is a release or threatened release of hazardous substances, is
liable for the costs of cleanup and damages to natural resources. These persons
are called PRPs. CERCLA provides that the federal government can either clean
up these sites itself or to order the PRPs to do so. CERCLA created the
Hazardous Substance Superfund to be used by the federal government to pay for
certain cleanup efforts. When the federal government expends Superfund money
for remedial activities, it must seek reimbursement from the PRPs. CERCLA
generally imposes strict, joint and several retroactive liability upon PRPs.
See our "Notes to Consolidated Financial Statements" for additional information
on CERCLA liability on us and PRPs in general.

  CERCLA's Superfund taxing authority expired in December 1995, and CERCLA's
authority to expend funds originally expired in September 1994. However,
Congress has extended the EPA's authority to use funds on an interim basis.
Congress to date has linked long-term reinstatement of Superfund's taxing and
spending authority to comprehensive reauthorization and revision of CERCLA. The
Congressional Budget Office estimates that the Superfund trust fund has
sufficient funds for the CERCLA program through the year 2001.

  A number of changes in CERCLA have been proposed. The suggested changes
include changes in cleanup standards, remedy selection, the amount of funds
available for cleanup, and CERCLA's provision for allocating responsibility for
cleanups. We believe Congress' failure to reauthorize CERCLA, and continuing
uncertainty concerning the details of the legislation, have resulted in project
delays and/or the failure of clients to initiate or proceed with projects.
Arguments over state participation in CERCLA programs and provisions for
damages to natural resources make passage of a bill reauthorizing CERCLA more
uncertain. Potential exhaustion of the monies in the Superfund trust may
accelerate the passage of legislation reauthorizing CERCLA.

  The EPA has attempted, through various regulatory initiatives, to make it
easier to redevelop "brownfields," or lightly to moderately contaminated urban
sites. Brownfields sites nationally have been estimated to number in the
hundreds of thousands. Similar legislation has also been introduced, and a
number of states have initiated similar programs. The EPA is currently
attempting to raise funds for brownfields programs through bond programs. While
we believe such programs offer additional opportunities, we cannot predict the
ultimate impact of these programs.

  Resource Conservation and Recovery Act of 1976. RCRA regulates the treatment,
storage and disposal of hazardous and solid wastes. It also restricts the land
disposal of certain wastes, prescribes more stringent management standards for
hazardous waste disposal sites, sets standards for underground storage tank
management and provides for corrective action procedures. RCRA also imposes
liability and stringent management standards on generators or transporters of
hazardous waste and owners or operators of waste treatment, storage or disposal
facilities.

  RCRA's requirement that underground storage tanks be upgraded to double-
walled tanks with leak detection systems became effective on December 22, 1998,
with some 250,000 tanks estimated to remain in violation nationwide. We believe
that increased state and EPA enforcement actions for underground storage tank
noncompliance will prompt increased repair or replacement of these tanks.
Further, in November 1998, the EPA adopted its new Hazardous Waste
Identification Rule regulation, allowing more flexible and cost-effective
approaches to site cleanups. In particular, the final rule streamlines
permitting, treatment and technological requirements for waste remediation.

  Clean Air Legislation. The Clean Air Act requires compliance with National
Ambient Air Quality Standards for specific pollutants and empowers the EPA to
establish and enforce limits on the emission of various pollutants from
specific types of facilities. The Clean Air Act Amendments of 1990 modified the
Clean Air Act in a number of significant areas. Among other changes, these
amendments:

  .  established emissions allowances for sulfur and nitrogen oxides,

  .  established strict requirements applicable to emissions of air toxics,

                                       70


  .  established a facility-wide operating permit program for all major
     sources of regulated pollutants,

  .  established requirements for management of accidental releases of toxic
     air pollutants, and

  .  created significant new penalties, both civil and criminal, for
     violations of the Clean Air Act.

  Although the EPA recently promulgated regulations significantly tightening
standards for ozone and particulate emissions, and these regulations might
eventually increase demand for our air quality services, the proposals have met
with substantial opposition (including court challenges) and their ultimate
fate and impact remain uncertain. Also, while world leaders recently agreed to
the "Kyoto Protocol" (treaty) to reduce greenhouse gas emissions, and these
proposals could increase demand for our air quality services, they have also
met with substantial opposition, and their ultimate fate remains uncertain.
Also uncertain are the fate and impact of proposals for tax credits for
greenhouse gas emission reductions as an alternative to the Kyoto Protocol.

  The Price Anderson Act. Approximately 11% of our $4.0 billion in backlog
consists of projects in our energy and nuclear services business. We service
the need of the DOE in converting its weapons facilities to civilian purposes
and the need of the nuclear power industry in the decontamination and
decommissioning of nuclear power plants. We expect this portion of our business
to continue to grow as up to 35 operating commercial power plants reach the end
of their useful lives over the next 20 years.

  The PAA promotes and regulates the nuclear power industry in the U.S. The PAA
comprehensively regulates the manufacture, use and storage of radioactive
materials, and promotes the nuclear power industry by offering broad
indemnification to nuclear power plant operators and DOE contractors. While the
PAA's indemnification provisions are broad, it has not been determined whether
they apply to all liabilities that might be incurred by a radioactive materials
cleanup contractor such as us. Also, the PAA expires in 2002. Because nuclear
power remains controversial and no new nuclear plants are planned in the U.S.,
it is not clear that the PAA and its indemnification provisions will be
extended beyond 2002. Our business could be adversely affected if the PAA were
not extended beyond 2002.

  The Food Quality Protection Act of 1996. The FQPA has created an increased
demand for agricultural chemical registration and defense services. JSC, one of
our recent acquisitions, is a leading supplier of these services. Also, the
regulatory initiatives incorporated in the FQPA, including more comprehensive
risk evaluation and management for hazardous chemicals, are likely to influence
future EPA policies and practices. Such regulatory developments may increase
demand for our services.

   Other Federal and State Environmental Laws. Our clients also use our
services in complying with, and our operations are subject to regulation under,
among others, the following federal laws:

  .  the Toxic Substances Control Act,

  .  the Clean Water Act,

  .  the Safe Drinking Water Act,

  .  the Occupational Safety and Health Act, and

  .  the Hazardous Materials Transportation Act.

   Many states also have passed Superfund-type legislation and other
regulations and policies to cover more detailed aspects of hazardous materials
management. This legislation addresses such topics as:

  .  air pollution control,

  .  underground storage tank and aboveground storage tank management,

  .  water quality,

  .  solid waste,

                                       71


  .  hazardous waste,

  .  surface impoundments,

  .  site cleanup, and

  .  wastewater discharge.

Discontinued Operations

  At June 25, 1999, our consolidated balance sheet included accrued liabilities
of $5.8 million to complete the closure and post-closure of our disposal
facilities and the PRP matters, net of trust fund and annuity investments,
restricted to closure and post-closure use and anticipated insurance settlement
proceeds. In December 1987, we adopted a strategic restructuring program which
included a formal plan to divest the transportation, treatment and disposal
operations through sale of some facilities and closure of others. Subsequent to
this date, we ceased obtaining new business for these operations. We have
funded previously accrued costs of $11.1 million for the nine months ended
December 25, 1998, $14.9 million in the year ended March 27, 1998 and $15.7
million in the year ended March 28, 1997 relating to our closure plans and
construction and PRP matters. We expect to incur costs over the next several
years, but the nature of the costs will change from closure design and
construction to post-closure monitoring. See "Risk Factors--Closure of Inactive
Disposal Sites and Potential CERCLA Liabilities," "Management's Discussion and
Analysis of Results of Operations and Financial Condition--Liquidity and
Capital Resources" and the note to our consolidated financial statements
entitled "Discontinued Operations" for more information on the financial
implications of our discontinued operations.

Legal Proceedings

 Continuing Operations Legal Proceedings

  We are subject from time to time to a number of different types of claims
arising in the ordinary course of our business, including contractual disputes
with clients, subcontractors and suppliers, claims for professional negligence,
environmental claims, governmental audits and investigations and claims for
personal injuries and property damage. We do not believe that any of these
claims will have a material adverse effect on our business. See the note to our
consolidated financial statements entitled "Commitments and Contingencies--
Contingencies" for information regarding the legal proceedings related to our
continuing operations.

 Discontinued Operations Legal Proceedings

  We have been, are and may in the future be subject from time to time to a
number of different types of claims arising out of our discontinued operations
including environmental claims for recovery of all or a portion of the cleanup
costs at sites we previously owned or operated or to which we took our or a
client's wastes, including claims for personal injuries and property damage. We
do not believe that any of these claims will have a material adverse effect on
our business. See the note to our consolidated financial statements entitled
"Discontinued Operations" for information regarding the legal proceedings
related to our transportation, treatment and disposal discontinued operations.

                                       72


                                   MANAGEMENT

Board Of Directors

   At our 1996 annual meeting, stockholders approved a cash investment of $45.0
million by certain investors affiliated with The Carlyle Group, a private
global investment firm, based in Washington, D.C. that originates, structures
and acts as lead equity investor in management-led buyouts, strategic minority
equity investments, equity private placements, consolidations and build-ups and
growth capital financings. Formed in 1987, Carlyle has invested over $1.6
billion of equity in over 50 transactions. The firm currently has more than
$3.0 billion of capital under management by separate teams dedicated to
management-led buyouts and strategic minority investments, venture capital,
real estate and international investment opportunities.

   In consideration of its investment, Carlyle received 45,000 shares of newly
issued convertible preferred stock and warrants to purchase up to 1,250,000
shares of our common stock. Carlyle's purchase of the convertible preferred
stock and warrants was financed through the private sale of interests in
limited partnerships affiliated with Carlyle or through other entities. These
partnerships and other entities then purchased the convertible preferred stock
and warrants.

   Pursuant to the terms of this investment, Carlyle is entitled to elect a
majority of our board of directors until November 20, 2001, provided that
Carlyle continues to own at least 20% of our voting securities. A majority of
the directors, sometimes referred to as the preferred stock directors, will be
elected by the holders of the convertible preferred stock, and the remaining
directors, sometimes referred to as the common stock directors, will be elected
by our common stockholders. See "Description of Capital Stock" for additional
information regarding the provisions of Carlyle investment agreements with
respect to the election of directors.

   Directors are elected annually to serve until the next annual meeting and
until their successors have been elected and have qualified. Our board of
directors is constituted as follows:



                                                                              Director of
Name                     Age                Current Position                 IT Group Since
                                                                    
Common Stock Directors:
Anthony J. DeLuca (1)     52 Director, Chief Executive Officer and President      1996
Francis J. Harvey (2)     56 Director                                             1999
James C. McGill (3)       55 Director                                             1990
Richard W. Pogue (3)      71 Director                                             1998
Charles W. Schmidt (2)    71 Director                                             1998
Preferred Stock
 Directors:
Daniel A. D'Aniello (1)   53 Director and Chairman of the Board                   1996
 (2)                         (non-officer position)
Philip B. Dolan (1) (2)   41 Director                                             1996
E. Martin Gibson (3)      61 Director                                             1994
Robert F. Pugliese (3)    66 Director                                             1996
James David Watkins (2)   72 Director                                             1996

- --------
(1) Member of Executive Committee.

(2) Member of Compensation Committee.

(3) Member of Audit Committee.

Background of the Directors

   Mr. D'Aniello has been a Managing Director for Carlyle since 1987. Mr.
D'Aniello was Vice President, Finance and Development for Marriott Corporation,
a hospitality company, from 1981 to 1987. He currently serves on the board of
directors for GTS Duratek, Inc., an environmental services company, Baker &
Taylor,

                                       73


Inc., a wholesale distributor of books, and PRA International, Inc. Mr.
D'Aniello is Chairman of GTS Duratek, Inc. and Vice Chairman of Baker & Taylor,
Inc.

   Mr. DeLuca was named our Chief Executive Officer and President on July 22,
1997 and President and our Acting Chief Executive Officer and a Director as of
July 1, 1996. Prior thereto, Mr. DeLuca had been our Senior Vice President and
Chief Financial Officer since March 1990. Before joining us, Mr. DeLuca had
been a senior partner at the public accounting firm Ernst & Young LLP.

   Mr. Dolan has been a Principal for Carlyle since 1998. Prior thereto, he was
a Vice President for Carlyle from 1989. He also serves on the board of
directors of Baker & Taylor, Inc. Prior to joining Carlyle, Mr. Dolan was an
investment analyst and fund manager with the Trust Division of the Mercantile-
Safe Deposit and Trust Company and was engaged in management consulting and
practiced public accounting with Seidman & Seidman. Mr. Dolan is a Certified
Public Accountant.

   Mr. Gibson served as Chairman of the board of directors, a non-officer, non-
employee position, from April 6, 1995 until his resignation as Chairman upon
completion of the investment. From 1990 until December 1994, Mr. Gibson served
as Chairman of Corning Life Sciences, Inc., a subsidiary of Corning
Incorporated. Mr. Gibson served in various other senior management capacities
with Corning Incorporated during his 32-year career there, including as a
Senior Vice President and General Manager of Corning Medical and Scientific
Division from 1980 until 1983, and as Group President of Corning Consumer
Products and Laboratory Sciences from 1983 until 1990. From 1983 to 1994, Mr.
Gibson served on the board of directors of Corning Incorporated. Mr. Gibson
also serves on the Boards of Directors of Hardinge, Inc., NovaCare, Inc. and
Primerica, Inc.

   Dr. Harvey is a management consultant. He served Westinghouse Corporation
for 28 years, most recently as the Chief Operating Officer of Westinghouse's
Industries and Technology Group in 1996-1997. Dr. Harvey has also served as the
President of Westinghouse's Electronic Systems Group from 1995 to 1996,
President of its Government and Environmental Services Company from 1994 to
1995, and as its Vice President of Science and Technology from 1993 to 1994.
Dr. Harvey was chosen as a White House Fellow and served as Special Assistant
to the Secretary of Defense from 1978 to 1979. Dr. Harvey also serves on the
Boards of GTS Duratek, Inc. and Powerize.com, and Timoline Corp.

   Mr. McGill is currently, and has been for at least five years, a private
investor. He served as Chairman of McGill Environmental Systems, Inc. from 1970
to 1987. Mr. McGill serves on the board of trustees of the University of Tulsa
and on the boards of directors of two private corporations that are engaged in
the venture capital and health exercise equipment businesses.

   Mr. Pogue is a consultant with Dix & Eaton, a public relations firm.
Effective June 30, 1994, Mr. Pogue retired as Senior Partner of the law firm of
Jones, Day, Reavis & Pogue, Cleveland, Ohio, of which he had been a partner
since 1961. Mr. Pogue is also a Director of Continental Airlines, Inc., Derlan
Industries Limited, M.A. Hanna Company, KeyCorp, LAI Worldwide, Inc., Rotek
Incorporated and TRW Inc. Mr. Pogue was a Director of OHM from 1986 until the
OHM merger.

   Mr. Pugliese has been Special Counsel to Eckert Seamans Cherin & Mellott
since 1993. Mr. Pugliese was Executive Vice President, Legal and Corporate
Affairs for Westinghouse Electric Corporation and served as General Counsel
from 1976 to 1992. Mr. Pugliese is a member of the Association of General
Counsel. Mr. Pugliese has served as Secretary to the board of directors of
Westinghouse Electric Corporation and Chairman of the board of trustees at the
University of Scranton, and served as a Director of OCWEN Asset Investment
Corporation and St. Clair Memorial Hospital.

   Mr. Schmidt retired in January 1991 as Senior Vice President, External
Affairs of Raytheon Company, a broadly diversified manufacturer of industrial
and consumer products, and was formerly President and Chief Executive Officer
of SCA Services, Inc., a company that provided waste management-related
services, and President and Chief Executive Officer of S.D. Warren Company, a
division of Scott Paper Company.

                                       74


Mr. Schmidt also serves as a trustee of the Massachusetts Financial Services
Family of Mutual Funds and is a Director of Mohawk Paper Company. Mr. Schmidt
was a Director of OHM from 1986 until the OHM merger.

   Admiral Watkins has been the President of the Joint Oceanographic
Institutions, Inc. since 1993 and President of Consortium Oceanographic
Research and Education since 1994. Admiral Watkins was Secretary of Energy of
the United States from 1989 to 1993. Prior to his appointment as Secretary of
Energy, the Admiral served as Director of Philadelphia Electric Company and
VESTAR, Inc., a pharmaceutical company, and was a consultant to the Carnegie
Corporation of New York. From 1982 to 1986, he served as the Chief of Naval
Operations, capping a career spanning nearly four decades. Admiral Watkins was
also appointed to chair the Presidential Commission on AIDS from 1987 to 1988.
He was a Trustee of the Carnegie Corporation of New York from 1993 to 1998.
Admiral Watkins currently serves as a Director of Edison International and GTS-
Duratek and as Chairman of Eurotech, Ltd.

Executive Officers

   The following table provides information as of July 23, 1999 regarding our
executive officers and the positions they hold. Our officers are appointed
annually by our Board of Directors.



                                                       First Elected as Officer
 Name                Age           Position                of the IT Group
                                              
                         Chief Executive Officer and
 Anthony J. DeLuca    52 President                               1990
 David L. Backus      58 Senior Vice President,                  1998
                         Outsourced Services
                         and International
 M. Scott Bonta       40 Vice President, Consulting              1995
                         and Chief Information
                         Officer
 Dennis N. Galligan   50 Vice President, Solid Waste             1998
 Gary L. Gardner      45 Vice President, Commercial              1998
                         Engineering and
                         Construction
                         Senior Vice President,
                         General Counsel and
 James G. Kirk        60 Secretary                               1996
                         Vice President, Energy and
 Thomas R. Marti      47 Nuclear Operations                      1995
                         Vice President, Department
 Enzo M. Zoratto      42 of Defense                              1995

- --------
   Mr. DeLuca was described above.

   Mr. Backus joined us as Senior Vice President, Outsourced Services and
International in December 1998 in connection with the GTI acquisition. Mr.
Backus joined GTI in 1992 as Vice President of GTI's western operations. Prior
to joining GTI, Mr. Backus was employed by Morrison Knudsen Corporation from
1975 to 1992 in various executive positions, including Group Vice President of
Morrison Knudsen's environmental group.

   Mr. Bonta joined us in 1986, and has been in his present position since
1995. Prior to joining us, he was employed by Bechtel Power as the Manager of
Computer Operations and Data Communications.

   Mr. Galligan joined us in 1998 through our acquisition of OHM, where he had
been a Vice President since 1995. From 1991-1995, he was Vice President of
Marketing and Sales at Chem-Nuclear Systems.

   Mr. Gardner joined us in 1998, also in connection with the OHM merger, where
he was employed for eleven years, most recently as Vice President, Northern
Region.

   Mr. Kirk joined us as General Counsel, Eastern Operations, in 1991. He was
named Vice President, General Counsel and Secretary in September 1996. Prior to
joining us, Mr. Kirk served as Vice President and General Counsel for Limbach
Constructors from 1978 to 1991.

   Mr. Marti joined us in 1990 as a Director of Projects. He was named Vice
President in 1995 and Vice President, Construction and Remediation Projects and
Services in 1996. In 1999, he was named Vice President, Energy & Nuclear
Operations.

                                       75


   Mr. Zoratto joined us in 1984 from D'Appolonia Waste Management Systems,
where he had been a Project Manager since 1981. He was named Vice President,
Department of Defense Programs in 1995.

   Effective July 21, 1999, James R. Mahoney and Raymond J. Pompe left the IT
Group to pursue other interests and were removed as officers of the IT Group.
Mr. Mahoney joined us in January 1991 as Senior Vice President and Director of
Technology, and he had served as Senior Vice President, Consulting & Ventures
since July 1996. Mr. Pompe joined us in 1998 as Vice President, Construction
and Remediation, and he had served as Senior Vice President, Engineering &
Construction since July 1996. On July 28, 1999, Philip O. Strawbridge announced
that he would be leaving in the near future to pursue other interests. Mr.
Strawbridge was removed as an officer of the IT Group on July 28, 1999. Mr.
Strawbridge joined us in May 1998 as Senior Vice President and Chief
Administrative Officer through the merger with OHM.

Executive Compensation

   We incorporate by reference to the section entitled "Executive Compensation"
of our Form 10-K for the nine months ended December 25, 1998 the information
required in this prospectus on the compensation of our directors and executive
officers.

                                       76


                             PRINCIPAL STOCKHOLDERS

   The following table sets forth information as of August 23, 1999 with
respect to beneficial ownership of (1) common stock, (2) depositary shares,
each representing 1/100 of a share of 7% preferred stock, (3) convertible
preferred stock and (4) warrants, by (a) each person known by us to be the
beneficial owner of 5% or more of our outstanding common stock, based solely on
information contained in Schedules 13D or G filed by such persons and delivered
to us, depositary shares, convertible preferred stock or warrants, (b) each of
our directors, (c) each of our named executive officers and (d) all directors
and the named executive officers as a group.



                           Amount and                Amount and                 Amount and     Percent of
                           Nature of                 Nature of    Percent of     Nature of    Convertible
                           Beneficial   Percent of   Beneficial   Depositary    Beneficial     Preferred
                          Ownership of Common Stock Ownership of    Shares     Ownership of      Stock
                          Common Stock Beneficially  Depositary  Beneficially   Convertible   Beneficially
Name                         (1)(2)      Owned (2)     Shares       Owned     Preferred Stock    Owned
                                                                            
TCG Holdings,
 L.L.C. (3).............   6,556,061      22.40%                                  41,263         89.52%
Carlyle Investment
 Management,
 L.L.C. (4).............     766,954       3.27                                    4,832         10.48
Brahman Capital Corp. et
 al. (including Peter A.
 Hochfelder, Robert J.
 Sobel and Mitchell A.
 Kuflik) (5)............   2,939,492      13.01
Fidelity Investments
 (including Edward C.
 Johnson 3d and
 Abigail P. Johnson)
 (6)....................   2,318,400      10.21
T. Rowe Price
 Associates, Inc. (7)...   1,493,311       6.60
Dimensional Fund
 Advisors (8)...........   1,239,915       5.49
Baron Capital Group,
 Inc. (including Ronald
 Baron) (9).............   1,200,000       5.31
Daniel A. D'Aniello
 (10)...................           0         --
Philip B. Dolan (10)....           0         --
E. Martin Gibson........       7,500          *        5,000           *
Francis J. Harvey.......           0         --
James C. McGill (11)....      20,268          *        1,000           *
Robert F. Pugliese......       2,966          *
James D. Watkins........       2,966          *
Anthony J. DeLuca.......     192,352          *
David L. Backus.........      14,207          *
James G. Kirk...........      13,746          *
James R. Mahoney (12)...      84,572          *
Richard W. Pogue  (13)..      69,841          *
Raymond J. Pompe (12)...      76,385          *
Charles W. Schmidt......      15,940          *
Philip O.
 Strawbridge (12).......      36,630          *
All directors and
 executive officers as a
 group (14 persons) (14)
 .......................     534,703       2.29

- --------
 *Reflects less than 1%

(1) The number of shares of common stock beneficially owned includes shares of
    common stock in which the persons set forth in the table have either
    investment or voting power. Unless otherwise indicated, all of such
    interests are owned directly, and the indicated person or entity has sole
    voting and investment power, subject to community property laws where
    applicable. The number of shares beneficially owned also includes shares
    that the following individuals have the right to acquire within 60 days of
    August 23, 1999 upon exercise of stock options, and conversion of
    depositary shares in the case of Messrs. Gibson and McGill, in the
    following amounts:



                                                               Option Depositary
   Name                                                        Shares   Shares
                                                                
   E. Martin Gibson...........................................  7,500   5,351
   James C. McGill............................................  2,500   1,070
   Richard W. Pogue........................................... 55,760     --
   Charles W. Schmidt......................................... 13,940     --
   Anthony J. DeLuca.......................................... 53,585     --
   James R. Mahoney........................................... 35,693     --
   Raymond J. Pompe........................................... 26,852     --
   James G. Kirk..............................................  4,290     --


                                       77


(2) For the purposes of determining the number of shares of common stock
    beneficially owned, as well as the percentage of outstanding common stock
    held, by each person or group set forth in the table, the number of such
    shares is divided by the sum of the number of outstanding shares of common
    stock on August 23, 1999, plus

  .  the number of shares of common stock subject to options exercisable
     currently or within 60 days of August 23, 1999 by such person or group,
     and

  .  the number of shares of common stock into which persons who hold
     depositary shares or convertible preferred stock may convert such
     security, or otherwise obtain common stock, and/or receive common stock
     upon exercise of warrants, in accordance with Rule 13d-3(d)(1) under the
     Exchange Act.

  Depositary shares may be converted at any time into common stock at the
  ratio of 1.0702 shares of common stock for each depositary share.
  Convertible preferred stock may be converted at any time into common stock
  at the ratio of 131.75 shares of common stock for each share of convertible
  preferred stock, reflecting a conversion price of $7.59 per share of
  convertible preferred stock.

(3) Represents shares of common stock issuable upon conversion of all shares of
    convertible preferred stock and exercise of all of the warrants held by
    certain limited partnerships controlled by TCG Holdings, L.L.C., a Delaware
    limited liability company, as set forth in more detail in the following
    table.



                                                    State of     Number of Shares
   Name                        Type of Entity     Organization  Beneficially Owned
                                                       
   Carlyle Partners II,
    L.P.                     Limited partnership    Delaware        1,826,339
   Carlyle Partners III,
    L.P.                     Limited partnership    Delaware           82,936
   Carlyle International
    Partners II, L.P.        Limited partnership Cayman Islands     1,530,275
   Carlyle International
    Partners III, L.P.       Limited partnership Cayman Islands        82,095
   C/S International
    Partners                 Limited partnership Cayman Islands       344,474
   Carlyle Investment
    Group, L.P.              Limited partnership    Delaware            1,907
   Carlyle-IT International
    Partners, L.P.           Limited partnership Cayman Islands     2,407,370
   Carlyle-IT International
    Partners II              Limited partnership Cayman Islands        80,818
   Carlyle-IT Partners,
    L.P.                     Limited partnership    Delaware          199,847


  TC Group, L.L.C., a Delaware limited liability company, may be deemed to be
  the beneficial owner of 6,556,061 shares of common stock as the general
  partner of Carlyle Partners II, Carlyle Partners III, Carlyle-IT
  International Partners and Carlyle-IT Partners, and as the managing general
  partner of Carlyle International Partners II, Carlyle International
  Partners III, C/S International Partners, Carlyle-IT International Partners
  and Carlyle-IT International Partners II. TCG Holdings, as a member holding
  a controlling interest in TC Group, may be deemed to share all rights
  belonging to TC Group. Furthermore, because certain managing members of TCG
  Holdings are also managing members of Carlyle Investment Management,
  L.L.C., a Delaware limited liability company, TCG Holdings may be deemed
  the beneficial owner of the shares of common stock controlled by Carlyle
  Investment Management. See footnote 4 below.

  The principal business address of TC Group and TCG Holdings is c/o The
  Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington,
  DC 20004. The principal business address of Carlyle Partners II, Carlyle
  Partners III, Carlyle Investment Group, Carlyle-IT Partners and Carlyle
  Investment Management is Delaware Trust Building, 900 Market Street, Suite
  200, Wilmington, Delaware 19801. The principal business address of Carlyle
  International Partners II, Carlyle International Partners III, C/S
  International Partners, Carlyle-IT International Partners and Carlyle-IT
  International Partners II is c/o Coutts & Co., P.O. Box 707, Cayman
  Islands, British West Indies.

(4) Represents shares of common stock issuable upon conversion of all shares of
    convertible preferred stock and exercise of all of the warrants held by the
    State Board of Administration of the State of Florida over which Carlyle
    Investment Management holds sole voting and disposition power. Because
    certain managing

                                       78


   members of TCG Holdings are also managing members of Carlyle Investment
   Management, Carlyle Investment Management may be deemed to be the beneficial
   owner of the shares of common stock controlled by TCG Holdings. See footnote
   3 above.

(5) Such information is derived solely from a Schedule 13G, dated February 12,
    1999, filed with the Commission by Brahman Capital Corp., which includes
    the entities listed in the following table, filing as joint filers. Brahman
    Capital Corp.'s cumulative ownership represents:



                                        Sole   Shared       Sole      Shared
                                       Voting  Voting    Investment Investment
   Name                                Power    Power      Power      Power
                                                        
   Brahman Partners II, L.P...........   --     469,042      --       469,042
   Brahman Institutional Partners,
    L.P. .............................   --   1,052,641      --     1,052,641
   BY Partners, L.P...................   --   1,214,219      --     1,214,219
   Brahman Management, L.L.C. ........   --   2,735,902      --     2,735,902
   Brahman Capital Corp...............   --   1,273,509      --     1,273,509
   Peter A. Hochfelder, Robert J.
    Sobel and Mitchell A. Kuflik......   --   2,795,192*     --     2,795,192*


   * Includes shares owned by Brahman Partners II Offshore, Ltd.

  Brahman Capital Corp. further reports in its Schedule 13G that:

  .  Brahman Management, as the sole general partner of Brahman Partners II,
     L.P., BY Partners, L.P. and Brahman Institutional Partners, L.P., has
     the power to vote and dispose of the shares owned by each of Brahman
     Partners II, BY Partners and Brahman Institutional Partners; and

  .  Brahman Capital Corp., pursuant to investment advisory contracts and
     arrangements, has the power to vote and dispose of the shares owned by
     BY Partners, L.P. and Brahman Partners II Offshore, Ltd., a Cayman
     Islands exempted company.

  The address of Brahman Capital Corp. and the affiliated reporting persons
  is 277 Park Avenue, 26th Floor, New York, New York 10172 except in the case
  of Brahman Partners II Offshore, Ltd., the address of which is c/o Citco,
  N.V. Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.

(6) Such information is derived solely from a Schedule 13G, dated August 10,
    1999, filed with the Commission by FMR Corp. and related persons, which
    conduct their business under the name Fidelity Investments. These persons
    report the following holdings in their Schedule 13G. The address of all
    persons, except Fidelity International Limited, is 82 Devonshire Street,
    Boston, MA 02109. The address of Fidelity International Limited is Pembroke
    Hall, 42 Crowlane, Hamilton, Bermuda. Please refer to the Schedule 13G for
    additional on these holdings.



                                           Sole   Shared    Sole      Shared
                                          Voting  Voting Investment Investment
   Name                                    Power  Power    Power      Power
                                                        
   FMR Corp.............................. 524,100    0   2,318,400       0
   Edward C. Johnson 3d.................. 524,100    0   2,318,400       0
   Abigail P. Johnson.................... 524,100    0   2,318,400       0
   Fidelity Management & Research
    Company..............................       0    0   1,794,300       0
   Fidelity Management & Trust Company... 493,000    0     493,000       0
   Fidelity International Limited........  30,700    0      30,700       0


                                       79


(7) Such information is derived solely from a Schedule 13G, dated February 12,
    1999, filed with the Commission by T. Rowe Price Associates, Inc. T. Rowe
    Price's ownership represents:

  .  1,328,000 shares that T. Rowe Price owns directly; and

  .  165,911 shares deemed outstanding and owned directly subject to warrants
     and conversion privileges.

  Furthermore, of the 1,493,911 shares held by T. Rowe Price, it has sole
  power to vote or direct the vote of 271,300 shares. These securities are
  owned by various individual and institutional investors which T. Rowe Price
  serves as investment adviser with power to direct investments and/or sole
  power to vote the securities. For purposes of the reporting requirements of
  the Exchange Act, T. Rowe Price is deemed to be a beneficial owner of such
  securities. However, T. Rowe Price expressly disclaims beneficial ownership
  of these securities. T. Rowe Price's address is 100 E. Pratt Street,
  Baltimore, Maryland 21202.

(8) Such information is derived solely from a Schedule 13G, dated February 11,
    1999, filed with the Commission by Dimensional Fund Advisors, Inc.
    Dimensional reports that it is an investment advisor registered under
    Section 203 of the Investment Advisors Act of 1940, and furnishes
    investment advice to four investment companies registered under the
    Investment Company Act of 1940, and serves as investment manager to other
    investment vehicles, including commingled group trusts. In its role as
    investment advisor and investment manager, Dimensional possesses both
    voting and investment power over our securities that are owned by these
    investment companies and investment vehicles. All securities reported in
    this table are owned by these investment companies and investment vehicles,
    and Dimensional disclaims beneficial ownership of these securities.
    Dimensional further reports that none of its advisory clients, to its
    knowledge, owns more than 5% of the class reported. Dimensional disclaims
    beneficial ownership of all these securities. Dimensional's address is 1299
    Ocean Avenue, 11th Floor, Santa Monica, CA 90401.

(9) Such information is derived solely from a Schedule 13G, dated June 4, 1998,
    filed with the Commission by Baron Capital Group, Inc., Bamco, Inc., Baron
    Small Cap Fund and Ronald Baron, filing as joint filers. The Baron Schedule
    13G discloses that:

  .  Baron Capital Group, Bamco, Baron Small Cap Fund and Ronald Baron have
     shared power to vote or direct the vote of 1,200,000 shares of common
     stock;

  .  Baron Capital Group, Bamco and Ronald Baron have shared power to dispose
     of or direct the disposition of 1,200,000 shares of common stock; and

  .  none of Baron Capital Group, Bamco, Baron Small Cap Fund, or Ronald
     Baron have sole power to vote or direct the vote of or to dispose or
     direct the disposition of any shares of common stock.

  Bamco is a subsidiary of Baron Capital Group. Baron Small Cap Fund is an
  investment advisory client of Bamco. Ronald Baron owns a controlling
  interest in Baron Capital Group. Baron Capital Group and Ronald Baron
  disclaim beneficial ownership of shares held by their controlled entities
  or their investment advisory clients thereof to the extent that shares are
  held by persons other than Bamco Capital Group and Ronald Baron. Bamco
  disclaims beneficial ownership of shares held by its investment advisory
  clients to the extent that shares are held by persons other than Bamco and
  its affiliates. The address of Baron Capital Group and its affiliated
  reporting persons is 767 Fifth Avenue, 24th Floor, New York, New York
  10153.

(10) Mr. D'Aniello is a Managing Member of TCG Holdings. Mr. D'Aniello's
     interest in TCG Holdings is not controlling and, thus, Mr. D'Aniello
     expressly disclaims any beneficial ownership in the shares of common stock
     beneficially owned by TCG Holdings. Mr. Dolan is a Principal of Carlyle
     but holds no economic interest in either TC Group or TCG Holdings, and, as
     such, expressly disclaims any beneficial ownership in the shares of common
     stock beneficially owned by any of such entities.

(11) Includes 1,000 shares of common stock and 1,000 depositary shares,
     convertible into 1,070 shares of common stock, owned by Mr. McGill's wife,
     as to which Mr. McGill has no voting or dispositive power, and 1,250
     shares owned by a revocable living trust maintained by Mr. McGill. Mr.
     McGill disclaims beneficial ownership of all of these shares.

                                       80


(12) On July 21, 1999, Messrs. Mahoney and Pompe left the IT Group to pursue
     other interests and were removed as officers of the IT Group on that date.
     On July 28, 1999, Mr. Strawbridge was removed as an officer of the
     Company.

(13) Includes 1,081 shares of common stock owned by a revocable trust for Mr.
     Pogue's wife with respect to which Mr. Pogue is a trustee. Mr. Pogue
     disclaims beneficial ownership of all of these shares.

(14) Includes 200,120 shares of common stock that may be purchased upon the
     exercise of options that are currently exercisable or that will become
     exercisable within 60 days of August 23, 1999 and 6,000 depositary shares,
     which are convertible into 6,421 shares of common stock.

                MATERIAL RELATIONSHIPS AND RELATED TRANSACTIONS

Employment Agreements

   We entered into an employment agreement with Anthony J. DeLuca with a term
through November 1999. The employment agreement provides for initial base
salary at the rate in effect at the time of the closing of the Carlyle
investment, subject to annual upward adjustment at the discretion of the
Compensation Committee of our Board of Directors. Mr. DeLuca's salary is
subject to reduction only in connection with action taken by our Board of
Directors for all management employees.

   Mr. DeLuca's employment agreement provides for a short-term incentive
compensation plan to be administered by the Compensation Committee. The target
short-term incentive compensation level is 50%, and the maximum level is 75%,
of base salary. We also are required to maintain long-term incentive plans to
be administered by the Compensation Committee, which will make awards,
primarily of stock options, based on appropriate performance criteria. The
Compensation Committee has the discretion to set annual awards, which will
generally target long-term incentive opportunities.

   Mr. DeLuca's employment agreement provides for severance payments under some
circumstances. Under his agreement, we will have "good reason" to terminate Mr.
DeLuca because of our performance if he fails to meet management forecasts for
two consecutive fiscal years. If he is terminated because of our performance,
under the circumstances permitted in the agreement, within 24 months after a
change in control, is terminated without reason or resigns for cause, we will
be required to pay his base salary, as adjusted from time to time, presently
$400,000 for 24 months following the termination. If he is terminated because
of our performance, under the circumstances permitted in the agreement, but not
within 24 months after a change in control, we will be required to pay his base
salary for twelve months following the termination. In addition, under some
circumstances, we will be required to pay his short-term incentive compensation
on a pro-rated basis, and we will be required to provide employee benefits to
him for a specified period.

   We provided a loan to Mr. DeLuca to allow him to make substantial purchases
of our common stock in the open market. His employment agreement required that
within three months of the closing of the Carlyle investment Mr. DeLuca
purchase between $100,000 and $125,000 worth of our common stock. He purchased
the required amount of our common stock, and we provided a loan to him in the
principal amount of $125,000. In connection with the short-term compensation
plan described above, we may forgive a portion of the loan principal and
interest if previously agreed to targets are met or exceeded. The loan bears
interest at the rate of 8.25% per year and is repayable upon the earlier of his
termination of employment or November 19, 1999.

   Mr. DeLuca's employment agreement also provides for reimbursement for
business expenses and vacation and other benefits consistent with our existing
policies and practices. Additionally, as part of his employment agreement, Mr.
DeLuca is bound by non-compete provisions with us if he terminates his
employment by resignation.

   We also entered into an employment agreement with David L. Backus with terms
similar to those of the employment agreements for Messrs. Mahoney and Pompe
(described below).

                                       81


   We entered into severance agreements with other of our key executives. These
agreements generally provide for the payment of twelve months of base salary in
the event the executive is involuntarily terminated for other than cause.

Backus Arrangements

   David L. Backus, a Senior Vice President, agreed to be employed by us
following the acquisition of GTI. While employed at GTI, Mr. Backus was on loan
from his previous employer. We paid Mr. Backus $200,000 as full consideration
for the value of foregone benefits and compensation that he would have been
entitled to if he had returned to his previous employer.

Coffman Agreement

   In connection with his resignation from our employment, Franklin E. Coffman,
a Senior Vice President, entered into an agreement with us that superseded his
employment agreement. Under this agreement, Mr. Coffman resigned as an officer
and received a one-time payment of $275,000, less payroll deductibles
representing one year's salary and the cash value of certain benefits.
Mr. Coffman's eligibility to receive benefits from us ceased as of the date of
this agreement. Mr. Coffman and we also agreed that he would have the right to
exercise vested options during a two year period after the agreement and that
all unvested options will expire on the earlier of their scheduled expiration
or April 7, 2000. We also agreed to lift vesting restrictions on 8,971 shares
of previously awarded restricted stock. The terms of the agreement were
consistent with terms that he would have received if he had retired from our
employment.

Retention of Eckert Seamans Cherin & Mellott

   We retained the law firm of Eckert Seamans Cherin & Mellott, to which Robert
F. Pugliese, one of our directors, is Special Counsel, to perform limited
services in connection with our credit facilities and the OHM merger.

Relocation Loans

   We have granted and may in the future grant interest-free loans to executive
officers, officers and certain other employees principally for real estate
purchases in connection with company-initiated transfers to a new location. The
Compensation Committee must approve all loans, which are to be secured by the
principal residence of the individual.

   In connection with the relocation and consolidation of our corporate
headquarters from Torrance, California to Pittsburgh, Pennsylvania in June
1997, and other relocations occurring at approximately the same time, we
offered relocation assistance to a limited number of officers and key
employees. Relocation assistance packages offered to these individuals involved
three elements:

    .  reimbursement of out-of-pocket relocation expenses, including
       travel, real estate brokerage commissions (up to a 6% maximum), and
       loan origination fees (up to a maximum of two points);

    .  a loan to be used for the purchase of a new residence; and

    .  a mobility allowance of between 15% and 30% of salary.

Mr. DeLuca received a 30% allowance in connection with his relocation. Amounts
paid to reimburse out-of-pocket expenses were "grossed-up" for tax purposes.
The loans to relocating associates have ten year terms, are to be secured by
the residence purchased, and do not bear interest as long as the associate
stays with us. 5% of the loan principal is required to be repaid annually by
the associate and 5% will be forgiven annually by us for each year the
associate remains with us. The loans are also due upon the sale of the
residence purchased.


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   We offered Mr. DeLuca a relocation loan on these terms in the original
principal amount of up to $100,000. Mr. DeLuca accepted a loan of $70,000 in
May 1997 and the balance of $30,000 in August 1998. During the fiscal year
ended December 25, 1998:

    .  Mr. DeLuca repaid $3,500 of the loan; and

    .  the maximum amount owed to us by Mr. DeLuca under the loan was
       $91,500.

As of August 23, 1999, the principal amount outstanding for Mr. DeLuca's loan
was $86,500.

   Total relocation costs for all relocating employees was approximately
$953,000.

Executive Stock Ownership

   We adopted an Executive Stock Ownership Program that requires within three
years that several of our key executives own an amount of our common stock
equal to a multiple of their salary ranging from one times salary for vice
presidents to three times salary for Mr. DeLuca. To assist these executives in
meeting the ownership guidelines, we provided loans to Mr. DeLuca for $939,100
and to Mr. Strawbridge for $233,300 to purchase our common stock. We also
provided similar loans totaling $510,700 to four other key executives. All of
the executives used the loans solely to purchase our common stock at current
market prices. The loans bear interest at the rate of 4.46% per year and are
repayable upon the earlier of the executives' termination of employment or
November 23, 2001. It is expected that the executives will be able to repay the
loans from incentive compensation payments earned throughout the three-year
loan period.

Mahoney and Pompe Departures

   Effective July 21, 1999, Messrs. Mahoney and Pompe left the IT Group to
pursue other interests. Mr. Mahoney had served as Senior Vice President,
Consulting & Ventures since July 1996. Mr. Pompe had served as Senior Vice
President, Engineering & Construction since July 1996. At this time, we are in
the process of finalizing their severance and benefits packages. Therefore, we
detail below the basic terms of their employment agreements, as well as the
benefits plans and other arrangements to which they were entitled during their
employment.

   Their employment agreements also provided for a short-term incentive
compensation plan to be administered by the Compensation Committee. The target
short-term incentive compensation level was 40%, and the maximum level was 60%.
We also were required to maintain long-term incentive plans to be administered
by the Compensation Committee.

   Their employment agreements provided for severance payments under some
circumstances. At this time, we expect to pay their base salary for twelve
months from the date of their departure, approximately $260,000 in the case of
Mr. Mahoney and $280,000 in the case of Mr. Pompe. In addition, under some
circumstances, we would be required to pay their short-term incentive
compensation on a pro-rated basis, and we would be required to provide them
welfare benefits for a specified period.

   We provided loans to Messrs. Mahoney and Pompe to allow them to make
substantial purchases of our common stock in the open market. Their employment
agreements required that within three months of the closing of the Carlyle
investment Messrs. Mahoney and Pompe each purchase between $75,000 and $100,000
worth of our common stock. They purchased the required amounts, and we provided
loans to them in the principal amount of $100,000 to purchase our stock. In
connection with the short-term compensation plan described above, we may
forgive a portion of the loan principal and interest if previously agreed to
targets are met or exceeded. The loans bear interest at the rate of 8.25% per
year and are repayable upon the earlier of the executive's termination of
employment or November 19, 1999.

   Additionally, as part of their employment agreements, each of Messrs.
Mahoney and Pompe are bound by non-compete provisions with us if they terminate
their employment by resignation.

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   Mr. Mahoney entered into a relocation loan arrangement concurrent with his
employment with us with an original principal amount of $200,000 and secured by
a deed of trust on his personal residence in California. The loan was interest
free so long as Mr. Mahoney remained an employee. Beginning December 31, 1991
and on each December 31st thereafter until the due date of the loan, 5% of the
original principal amount was forgiven by us, to a maximum of 50% of the
original principal amount. Additionally, Mr. Mahoney agreed to repay the
remaining 50% of the original principal amount in installments related to the
issuance of awards under our incentive compensation plan. In May 1998, Mr.
Mahoney repaid in full the $102,451 then remaining outstanding on his loan in
connection with the sale of his California residence.

   In addition, Mr. Mahoney received an allowance of 30% of salary in
connection with his relocation from California to D.C. We also offered Mr.
Mahoney a relocation loan on the terms detailed above in the original principal
amount of up to $100,000. Mr. Mahoney accepted a loan of $100,000 in April
1998. During the fiscal year ended December 25, 1998, the maximum amount owed
to us by Mr. Mahoney under the loan was $100,000. As of July 23, 1999, the
principal amount outstanding for Mr. Mahoney's loan was $90,000.

   We also provided loans to Mr. Mahoney for $152,600 and Mr. Pompe for
$164,000 to purchase our common stock in connection with our Executive Stock
Ownership plan.

Strawbridge Departure

   On July 28, 1999, Mr. Strawbridge announced that he will be leaving in the
near future to pursue other opportunities. Mr. Strawbridge joined us in May
1998 through the merger with OHM. Mr. Strawbridge is entitled to severance in
accordance with company policies and procedures. Mr. Strawbridge, as well as
other senior executives at OHM, entered into employment agreements with OHM
prior to the execution of the merger agreement, and the tender offer for OHM
resulted in a change in control of OHM for purposes of those employment
agreements. As a result of the change in control, under his employment
agreement, Mr. Strawbridge was entitled to continue his employment with OHM in
his position at the time of the tender offer for a period of approximately
three years following the date of the change in control. During his term of
employment, Mr. Strawbridge would have been entitled to receive a base salary
and to continue to participate in incentive and employee benefit plans at
levels no less favorable to him than existed prior to the change in control.

   In the event of a termination by OHM or by Mr. Strawbridge of his employment
during the employment term under circumstances amounting to good reason under
his employment agreement, Mr. Strawbridge would have been entitled to receive a
lump sum payment, subject to an overall limitation to assure that payments will
not constitute "excess parachute payments" under federal income tax law. Mr.
Strawbridge agreed to remain employed but we agreed to pay to him the amount he
would have received under his employment agreement if his employment had been
terminated, and pursuant to that agreement Mr. Strawbridge received $1,400,000.

Carlyle Financial Advisory Fees

  In connection with Carlyle's investment in us, we agreed to pay Carlyle an
annual financial advisory fee of $100,000, payable quarterly, and investment
banking fees equal to 1% of the value of any transaction undertaken. We also
agreed to reimburse them for reasonable out-of-pocket expenses for investment
banking services rendered to us. We paid Carlyle $2.5 million in investment
banking fees and reimbursable out-of-pocket expenses for services rendered in
connection with the acquisition of OHM, which was less than the 1% fee to which
they would otherwise have been entitled pursuant to the terms of our existing
agreement.

Indemnification

   The General Corporation Law of the State of Delaware, the state of our
incorporation, and our Bylaws provide for indemnification of directors and
officers. Section 145 of the Delaware General Corporation Law provides
generally that a person sued as a director, officer, employee or agent of a
corporation may be

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indemnified by the corporation for reasonable expenses, including attorneys'
fees, if, in cases other than actions brought by or in the right of the
corporation, he or she has acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and in the case of a criminal proceeding, had no reasonable cause
to believe that his or her conduct was unlawful. Section 145 provides that no
indemnification for any claim or matter may be made, in the case of an action
brought by or in the right of the corporation, if the person has been adjudged
to be liable, unless the Court of Chancery or other court determines that
indemnity is fair and reasonable despite the adjudication of liability.
Indemnification is mandatory in the case of a director, officer, employee or
agent who has been successful on the merits, or otherwise, in defense of a suit
against him or her. The determination of whether a director, officer, employee
or agent should be indemnified must be made by a majority of disinterested
directors, independent legal counsel or the stockholders.

   Our directors and officers are covered under policies of directors' and
officers' liability insurance. All directors, officers serving as Senior Vice
President or in a higher position and specified other officers are parties to
indemnity agreements. These indemnity agreements provide indemnification for
the directors and covered officers in the event the directors' and officers'
liability insurance does not cover a particular claim for indemnification or if
such a claim or claims exceed the limits of such coverage. The indemnity
agreements generally are intended to provide indemnification for any amounts a
director or covered officer is legally obligated to pay because of claims
arising out of the director's or officer's service to us.

   Additionally, our Certificate of Incorporation provides that our directors
are not to be liable to us or our stockholders for monetary damages for breach
of fiduciary duty to the fullest extent permitted by law. This provision is
intended to allow our directors the benefit of the Delaware General Corporation
Law which provides that directors of Delaware corporations may be relieved of
monetary liabilities for breach of their fiduciary duty of care, except under
certain circumstances, including breach of the director's duty of loyalty, acts
or omissions not in good faith or involving intentional misconduct or a knowing
violation of law or any transaction from which the director derived an improper
personal benefit.

   The Carlyle investment agreements also contain additional provisions for the
indemnification of our directors and officers in certain circumstances. These
agreements provide that we will indemnify, defend and hold harmless Carlyle,
and its affiliates, directors, officers, advisors, employees and agents to the
fullest extent lawful from and against all demands, losses, damages, penalties,
claims, liabilities, obligations, actions, causes of action and reasonable
expenses (losses) arising out of these agreements or the related transactions
or arising by reason of or resulting from the breach of any representation,
warranty, covenant or agreement of ours contained in these agreement for the
period for which such representation or warranty survives. However, we will not
have any liability to indemnify Carlyle with respect to losses arising from the
bad faith or gross negligence of the Carlyle indemnified party.

   The investment agreements also provide that Carlyle will indemnify, defend
and hold harmless, our affiliates, directors, officers, advisors, employees and
agents and us from and against all losses arising out of the breach of any
representation, warranty, covenant or agreement of Carlyle contained in these
agreements for the period for which such representation or warranty survives.
However, Carlyle will not have any liability to indemnify us with respect to
losses arising from our bad faith or gross negligence.

   The investment agreements provide that no claim may be made against an
indemnifying party for indemnification until the aggregate dollar amount of all
losses exceeds $1,500,000 and the indemnification obligations of the respective
parties shall be effective only until the dollar amount paid in respect of the
losses indemnified against aggregates to an amount equal to $45,000,000.

   Further, pursuant to the merger agreement with OHM, we will, from and after
the effective time of the OHM merger, indemnify and hold harmless, to the
fullest extent permitted under applicable law, each present and former director
and officer of OHM and its subsidiaries against any costs or expenses,
including reasonable attorneys' fees, or claims relating to the OHM merger,
which is based or arises out of the fact that such person

                                       85


is or was a director or officer of OHM or any of its subsidiaries. Also, we
will advance expenses as incurred to the fullest extent permitted under
applicable law, provided the person to whom expenses are advanced provides an
undertaking to repay such advances if it is ultimately determined that he or
she is not entitled to indemnification.

   In addition, for not less than six years after the effective time, OHM and
we will maintain OHM's and its subsidiaries' existing directors' and officers'
liability insurance, subject to certain maximum premium payments, provided that
we may substitute therefor policies having at least the same coverage and
containing terms which are no less advantageous to the intended beneficiaries
thereof than the existing directors' and officers' liability insurance with
respect to matters existing or occurring at or prior to the effective time or
may purchase a six-year extended reporting endorsement under OHM's existing
directors' and officers' liability insurance. We have substantially similar
indemnification obligations with respect to persons who are or were directors,
officers, employees or agents of GTI before or after the effective time of the
merger with GTI, under the GTI acquisition agreement.

                       DESCRIPTION OF OTHER INDEBTEDNESS

  The following is a summary of the important terms of our debt instruments.

Credit Facilities

  We have a term loan and revolving credit facility with Citicorp USA, Inc., as
Administrative Agent, BankBoston, N.A., as Documentation Agent, and Royal Bank
of Canada and Credit Lyonnais New York Branch, as Co-Agents, and other bank
lenders.

  Our credit facilities consist of an eight-year amortizing term loan of $228.0
million and a six-year revolving credit facility of up to $185.0 million.

  As of March 26, 1999 on a pro forma basis, we had used $8.6 million of the
revolving credit facility and had $66.9 million still available, including
capacity used for letters of credit.

 Security

  Our credit facilities are secured by a security interest in substantially all
of our assets and substantially all of the assets of our subsidiaries.

 Interest Rate

  The term loans made under our credit facilities now bear interest at a rate
equal to LIBOR plus an applicable premium, and revolving loans made under the
credit facilities now bear interest at a rate equal to LIBOR plus an applicable
premium, with adjustments based on the ratio of our consolidated total debt to
consolidated EBITDA.

 Maturity

  The term loan made under our credit facilities amortizes on a semi-annual
basis in aggregate annual installments of $4.5 million until June 2004, with
the remainder payable in eight equal quarterly installments after June 2004
until the term loan matures in June 2006. The revolving credit facility is
scheduled to terminate in June 2004, without any reduction in availability
before that date. We are also required to prepay the loans under our credit
facilities with the net proceeds of asset sales and some debt and equity
financings, and with a portion of our consolidated excess cash flow.

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 Conditions; Representations and Warranties; Covenants

   Our credit facilities include conditions precedent to the funding of
revolving loans, representations and warranties and covenants customary for
facilities of this type. The covenants include:

     .  financial covenants consisting of:

       .  a minimum fixed charge coverage ratio,

       .  a minimum interest expense coverage ratio,

       .  a maximum leverage ratio,

       .  a minimum liquidity requirement,

       .  a maximum capital expenditure limitation, and

       .  a minimum net worth requirement,

     .  maintenance of cash concentration accounts and lockboxes,

     .  preservation of corporate existence,

     .  compliance with laws,

     .  payment of taxes,

     .  maintenance of properties and insurance,

     .  financial and other reporting requirements, and

     .  limitations, subject to some exceptions, on:

       .  indebtedness,

       .  guarantees,

       .  liens,

       .  lease obligations,

       .  mergers and acquisitions,

       .  sales of assets and other fundamental changes,

       .  joint ventures and other investments,

       .  transactions with affiliates,

       .  dividends and stock repurchases and redemptions,

       .  prepayment or modification of debt, and

       .  hedging obligations.

 Events of Default

  Our credit facilities also include customary events of default, including:

     .  payment defaults,

     .  breaches of representations and warranties,

     .  covenant defaults,

     .  cross defaults to other indebtedness,

     .  bankruptcy events,

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     .  defaults in satisfaction of money judgments,

     .  material adverse changes,

     .  some events under the Employee Retirement Income Security Act of
  1974, and

     .  changes of control.

OHM 8% Convertible Subordinated Debentures due October 1, 2006

  OHM offered $50.0 million principal amount of convertible subordinated
debentures under an indenture dated as of October 1, 1986, later amended by a
first supplemental indenture dated as of May 20, 1994. After we acquired OHM,
we entered into a second supplemental indenture with OHM and the trustee for
the debentures, pursuant to which these debentures became convertible at any
time prior to October 1, 2006 into a combination of our common stock and cash.

 Subordination

  The debentures are subordinated to all of our and OHM's senior indebtedness
and rank equal in right of payment to the series A and series B notes.

 Interest Rate

  The OHM debentures bear interest at a rate of 8% per year, payable semi-
annually on April 1 and October 1, beginning on April 1, 1987.

 Maturity

  The debentures are due October 1, 2006.

 Conversion

  Holders may convert the debentures at any time prior to maturity, unless
previously redeemed by us, at a rate that is subject to adjustment. Currently,
the debentures are convertible into 45.04 shares of our common stock and
$107.50 in cash per $1,000 unit.

 Redemption

  We may redeem the debentures at our option in whole or, from time to time, in
part.

 Sinking Fund

  We are required to make annual sinking fund payments of 7.5% of the principal
amount, or approximately $4.3 million, which began in 1996 and will continue
through October 1, 2005.

 Guarantee

  We guaranteed the payment of all of OHM's obligations under the indenture for
the debentures, but are entitled to reimbursement by OHM for any amounts paid
by us under our guarantee. Our obligations under our guarantee are subordinated
to our obligations under our credit facilities.

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                              DESCRIPTION OF NOTES

   You can find the definitions of material terms used in this description
under the subheading "Certain Definitions." In this description, the words
"we," "us," "our" and similar terms refer only to the IT Group and not to any
of our subsidiaries.

   We issued the series A notes under an indenture among The Bank of New York,
as trustee, the Guarantors and us in a private transaction that was not subject
to the registration requirements of the Securities Act. The terms of the
indenture apply to the series A notes and to the series B notes to be issued in
exchange for the series A notes pursuant to the exchange offer. The terms of
the series B notes include those stated in the indenture and those made a part
of the indenture by reference to the Trust Indenture Act. The series B notes
are subject to all of these terms.

   The following description is a summary of the material provisions of the
indenture. It does not restate the indenture in its entirety. We urge you to
read the indenture because it, and not this description, defines your rights as
holders of series B notes.

Brief Description of the Series B Notes and the Guarantees

 The Series B Notes

   The series B notes:

  .  are general, unsecured obligations;

  .  are subordinated in right of payment to all of our existing and future
     Senior Debt;

  .  are pari passu in right of payment with any of our future senior
     subordinated Indebtedness, and with any of our other obligations that
     are not Senior Debt and are not expressly subordinated to the series B
     notes; and

  .  are unconditionally guaranteed by the Guarantors.

 The Guarantees

   The Guarantees of the series B notes:

  .  are general, unsecured obligations of each Guarantor;

  .  are subordinated in right of payment to all existing and future Senior
     Debt of each Guarantor; and

  .  are pari passu in right of payment with any future senior subordinated
     Indebtedness of each Guarantor, and with any other obligations of such
     Guarantor that are not Senior Debt and are not expressly subordinated to
     the series B notes.

   As of the date of the indenture, all of our subsidiaries will be "Restricted
Subsidiaries." Under the circumstances described below under the subheading "--
Certain Covenants--Designation of Restricted and Unrestricted Subsidiaries," we
will be permitted to designate certain of our subsidiaries as "Unrestricted
Subsidiaries." Our Unrestricted Subsidiaries will not be subject to any of the
restrictive covenants in the indenture.

   All of our Domestic Subsidiaries, other than Universal Professional
Insurance Company, will guarantee the series B notes. Our Unrestricted
Subsidiaries will not guarantee the notes. In the event of a bankruptcy,
liquidation or reorganization of any of these non-guarantor subsidiaries, these
non-guarantor subsidiaries will pay the holders of their debts and their trade
creditors before they will be able to distribute any of their assets to us. The
Guarantors generated 98% of our consolidated revenues in the twelve-month
period ended December 25, 1998 and held substantially all of our consolidated
assets as of December 25, 1998. See our consolidated financial statements and
related notes contained in this prospectus for more detail about the division
of our consolidated revenues and assets between the Guarantors and our non-
guarantor subsidiaries.

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Principal, Maturity and Interest

   We will issue notes with a maximum aggregate principal amount of $400.0
million, of which $225.0 million series A notes were issued in the initial
offering. We may issue additional notes in one or more series from time to
time. Any offering of additional notes is subject to the covenant described
below under the caption "--Certain Covenants--Incurrence of Indebtedness and
Issuance of Preferred Stock." The series A and series B notes and any
additional notes subsequently issued under the indenture would be treated as a
single class for all purposes under the indenture, including, without
limitation, waivers, amendments, redemptions and offers to purchase. We have
issued and will issue notes only in denominations of $1,000 and integral
multiples of $1,000. The series B notes will mature on April 1, 2009.

   Interest on the series B notes will accrue at the rate of 11 1/4% per annum
and will be payable semi-annually in arrears on April 1 and October 1,
commencing on October 1, 1999. We will make each interest payment to the
holders of record on the immediately preceding March 15 and September 15.

   Interest on the series B notes will accrue from the date of original
issuance or, if interest has already been paid, from the date it was most
recently paid. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

Methods of Receiving Payments on the Series B Notes

   If you have given wire transfer instructions to us, we will pay all
principal, interest and premium and Liquidated Damages, if any, on your series
B notes in accordance with those instructions. All other payments on series B
notes will be made at the office or agency of the paying agent and registrar
within the City and State of New York unless we elect to make interest
payments by check mailed to the holders at their addresses set forth in the
register of holders.

Paying Agent and Registrar for the Series B Notes

   The trustee will initially act as paying agent and registrar. We may change
the paying agent or registrar without prior notice to the holders of series B
notes, and any of our subsidiaries or we may act as paying agent or registrar.

Transfer and Exchange

   A holder may transfer or exchange series B notes in accordance with the
indenture. The registrar and the trustee may require a holder, among other
things, to furnish appropriate endorsements and transfer documents and we may
require a holder to pay any taxes and fees required by law or permitted by the
indenture. We are not required to transfer or exchange any series B note
selected for redemption. Also, we are not required to transfer or exchange any
series B note for a period of fifteen days before a selection of series B
notes to be redeemed.

   The registered holder of a series B note will be treated as the owner of it
for all purposes.

Subsidiary Guarantees

   The Guarantors will jointly and severally guarantee our obligations under
the series B notes. Each Guarantee will be subordinated to the prior payment
in full of all Senior Debt of that Guarantor. The obligations of each
Guarantor under its Guarantee will be limited as necessary to prevent that
Guarantee from constituting a fraudulent conveyance under applicable law. See
"Risk Factors--Fraudulent Conveyance Matters."

   A Guarantor may not sell or otherwise dispose of all or substantially all
of its assets to, or consolidate with or merge with or into another Person,
other than another Guarantor or us, whether or not such Guarantor is the
surviving Person, unless the Guarantee of that Guarantor is released as
described below or:

     (1) immediately after giving effect to that transaction, no Default or
  Event of Default exists; and

                                      90


     (2) either:

       (a) the Guarantor is the surviving Person or the Person acquiring
    the property in any such sale or disposition or the Person formed by or
    surviving any such consolidation or merger assumes all the obligations
    of that Guarantor under the indenture, its Guarantee and the
    Registration Rights Agreement pursuant to a supplemental indenture
    satisfactory to the trustee; or

       (b) the Net Proceeds of such sale or other disposition are applied
    in accordance with the "Asset Sale" provisions of the indenture.

  The Guarantee of a Guarantor will be released:

     (1) in connection with any sale or other disposition of all or
  substantially all of the assets of that Guarantor, including by way of
  merger or consolidation, to a Person that is not, either before or after
  giving effect to such transaction, our subsidiary, if the Guarantor
  applies, or certifies its intention to apply, the Net Proceeds of that sale
  or other disposition in accordance with the "Asset Sale" provisions of the
  indenture;

     (2) in connection with any sale of all of the Capital Stock of a
  Guarantor to a Person that is not, either before or after giving effect to
  such transaction, our Subsidiary, if we apply, or certifies its intention
  to apply, the Net Proceeds of that sale in accordance with the "Asset Sale"
  provisions of the indenture; or

     (3) if we properly designate any Restricted Subsidiary that is a
  Guarantor as an Unrestricted Subsidiary.

   See "--Repurchase at the Option of Holders--Asset Sales."

Subordination

   The payment of principal, interest, premium and Liquidated Damages, if any,
on the series B notes will be subordinated to the prior payment in full of all
of our Senior Debt, including Senior Debt incurred after the date of the
indenture.

   The holders of Senior Debt will be entitled to receive payment in full in
cash or Cash Equivalents of all Hedging Obligations due in respect of Senior
Debt, including interest after the commencement of any bankruptcy proceeding at
the rate specified in the applicable Senior Debt, before the holders of series
B notes will be entitled to receive any payment with respect to the series B
notes, except that holders of series B notes may receive and retain Permitted
Junior Securities and payments made from the trust described under "--Legal
Defeasance and Covenant Defeasance," in the event of any distribution to our
creditors:

     (1) in our liquidation or dissolution;

     (2) in a bankruptcy, reorganization, insolvency, receivership or similar
  proceeding relating to us or our property;

     (3) in an assignment for the benefit of creditors; or

     (4) in any marshaling of our assets and liabilities.

   We also may not make any payment in respect of the series B notes, except in
Permitted Junior Securities or from the trust described under "--Legal
Defeasance and Covenant Defeasance", if:

     (1) a Payment Default on Designated Senior Debt occurs and is continuing
  beyond any applicable grace period; or

                                       91


     (2) any other Default occurs and is continuing on any series of
  Designated Senior Debt that permits holders of that series of Designated
  Senior Debt to accelerate its maturity and the trustee receives a notice of
  such Default (a "Payment Blockage Notice") from the holders of any
  Designated Senior Debt or us.

   Payments on the series B notes may and shall be resumed:

      (1) in the case of a Payment Default, upon the date on which such
  Default is cured or waived; and

      (2) in case of a Nonpayment Default, the earlier of the date on which
  such Nonpayment Default is cured or waived or 179 days after the date on
  which the applicable Payment Blockage Notice is received, unless the
  maturity of any Designated Senior Debt has been accelerated.

   No new Payment Blockage Notice may be delivered unless and until 360 days
have elapsed since the delivery of the immediately prior Payment Blockage
Notice.

   No Nonpayment Default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the trustee and which was known to
the holders of Designated Senior Debt who delivered such Payment Blockage
Notice shall be, or be made, the basis for a subsequent Payment Blockage
Notice unless such Default shall have been cured or waived for a period of not
less than 90 days.

   We must promptly notify holders of Senior Debt if payment of the series B
notes is accelerated because of an Event of Default.

   As a result of the subordination provisions described above, in the event
of our bankruptcy, liquidation or reorganization, holders of series B notes
may recover less ratably than our creditors who are holders of Senior Debt.
See "Risk Factors--Subordination."

Optional Redemption

   At any time prior to April 1, 2002, we may on any one or more occasions
redeem up to 35% of the aggregate principal amount of series B notes
originally issued under the indenture at a redemption price of 111.250% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the redemption date, with the net cash proceeds of one or
more public equity offerings; provided that:

      (1) at least 65% of the aggregate principal amount of series B notes
  issued under the indenture remains outstanding immediately after the
  occurrence of such redemption, excluding series B notes held by any of our
  subsidiaries or us; and

      (2) the redemption must occur within 45 days of the date of the closing
  of such Public Equity Offering.

   Except pursuant to the preceding paragraph, the series B notes will not be
redeemable at our option prior to April 1, 2004.

   After April 1, 2004, we may redeem all or a part of the series B notes upon
not less than 30 nor more than 60 days' notice, at the redemption prices,
expressed as percentages of principal amount, set forth below plus accrued and
unpaid interest and Liquidated Damages, if any, thereon, to the applicable
redemption date, if redeemed during the twelve-month period beginning on April
1 of the years indicated below:



   Year                                                               Percentage
   ----                                                               ----------
                                                                   
   2004 .............................................................  106.625%
   2005..............................................................  104.750%
   2006..............................................................  102.875%
   2007 and thereafter ..............................................  100.000%


Mandatory Redemption

   We are not required to make mandatory redemption or sinking fund payments
with respect to the series B notes.

                                      92


Repurchase at the Option of Holders

 Change of Control

  If a Change of Control occurs, each holder of notes will have the right to
require us to repurchase all or any part, equal to $1,000 or an integral
multiple thereof, of your series B notes pursuant to a Change of Control Offer
on the terms set forth in the indenture. In the Change of Control Offer, we
will offer a Change of Control payment in cash equal to 101% of the aggregate
principal amount of series B notes repurchased plus accrued and unpaid interest
and Liquidated Damages, if any, thereon, to the date of purchase. Within ten
days following any Change of Control, we will mail a notice to each holder
describing the transaction or transactions that constitute the Change of
Control and offering to repurchase series B notes on the Change of Control
Payment Date specified in such notice which date shall be no earlier than 30
days and no later than 60 days from the date such notice is mailed, pursuant to
the procedures required by the indenture and described in such notice. We will
comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the series B
notes as a result of a Change of Control. To the extent that the provisions of
any securities laws or regulations conflict with the Change of Control
provisions of the indenture, we will comply with the applicable securities laws
and regulations and will not be deemed to have breached our obligations under
the Change of Control provisions of the indenture by virtue of such conflict.

   On the Change of Control Payment Date, we will, to the extent lawful:

      (1) accept for payment all series B notes or portions thereof properly
  tendered pursuant to the Change of Control Offer;

      (2) deposit with the paying agent an amount equal to the Change of
  Control payment in respect of all series B notes or portions thereof so
  tendered; and

      (3) deliver or cause to be delivered to the trustee the series B notes
  so accepted together with an officers' certificate stating the aggregate
  principal amount of series B notes or portions thereof being purchased by
  us.

  The paying agent will promptly mail to each holder of series B notes so
tendered the Change of Control payment for such series B notes, and the trustee
will promptly authenticate and mail or cause to be transferred by book-entry to
each holder a new series B note equal in principal amount to any unpurchased
portion of the notes surrendered, if any; provided that each such new series B
note will be in a principal amount of $1,000 or an integral multiple thereof.

  The terms of outstanding Senior Debt may prohibit us from repurchasing series
B notes pursuant to a Change of Control Offer. Prior to complying with any of
the provisions of this "Change of Control" covenant, but in any event within 90
days following a Change of Control, we will either repay all outstanding Senior
Debt or obtain the requisite consents, if any, under all agreements governing
outstanding Senior Debt to permit the repurchase of series B notes required by
this covenant. If we are unable to refinance all of the Senior Debt that
prohibits a repurchase of series B notes or to obtain the requisite consents,
we will not be permitted to satisfy our obligation to make a Change of Control
Offer, and an Event of Default will occur as a result. We will publicly
announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

  The provisions described above that require us to make a Change of Control
Offer following a Change of Control will be applicable regardless of whether or
not any other provisions of the indenture are applicable. Except as described
above with respect to a Change of Control, the indenture does not contain
provisions that permit the holders of the notes to require that we repurchase
or redeem the notes in the event of a takeover, recapitalization or similar
transaction.

  We will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in the
indenture applicable to a Change of Control Offer made by us and purchases all
series B notes validly tendered and not withdrawn under such Change of Control
Offer.

                                       93


  The definition of Change of Control includes a phrase relating to the direct
or indirect sale, lease, transfer, conveyance or other disposition of "all or
substantially all" of the properties or assets of our Subsidiaries and us
taken as a whole. Although there is a limited body of case law interpreting
the phrase "substantially all," there is no precise established definition of
the phrase under applicable law. Accordingly, the ability of a holder of
series B notes to require us to repurchase such series B notes as a result of
a sale, lease, transfer, conveyance or other disposition of less than all of
the assets of our Subsidiaries and us taken as a whole to another Person or
Group may be uncertain.

   "Change of Control" means the occurrence of any of the following:

      (1) the direct or indirect sale, transfer, conveyance or other
  disposition, other than by way of merger or consolidation, in one or a
  series of related transactions, of all or substantially all of the
  properties or assets of our Restricted Subsidiaries and us taken as a whole
  to any "Person," as that term is used in Section 13(d)(3) of the Exchange
  Act, other than a Principal or a Related Party of a Principal;

      (2) the adoption of a plan relating to our liquidation or dissolution;

      (3) the consummation of any transaction, including, without limitation,
  any merger or consolidation, the result of which is that any "Person,"
  other than the Principals and their Related Parties, becomes the Beneficial
  Owner, directly or indirectly, of more than 50% of our Voting Stock,
  measured by voting power rather than number of shares; or

      (4) the first day on which a majority of the members of our Board of
  Directors are not Continuing Directors.

  "Principals" means TC Group, L.L.C., a Delaware limited liability company,
and its Affiliates.

   "Related Party" means:

      (1) any controlling stockholder, 80% or more owned subsidiary, or
  immediate family member, in the case of an individual, of any Principal; or

      (2) any trust, corporation, partnership or other entity, the
  beneficiaries, stockholders, partners, owners or Persons beneficially
  holding an 80% or more controlling interest of which consist of any one or
  more Principals and/or such other Persons referred to in the immediately
  preceding clause (1).

 Asset Sales

   We will not, and will not permit any of our Restricted Subsidiaries to,
consummate an Asset Sale unless:

      (1) we, or our Restricted Subsidiaries, as the case may be, receive
  consideration at the time of such Asset Sale at least equal to the fair
  market value of the assets or Equity Interests issued or sold or otherwise
  disposed of;

      (2) with respect to an Asset Sale involving consideration in excess of
  $5.0 million, such fair market value is determined by our Board of
  Directors and evidenced by a resolution of our Board of Directors set forth
  in an officers' certificate delivered to the trustee; and

      (3) at least 75% of the consideration therefor received by such
  Restricted Subsidiary or us is in the form of cash. For purposes of this
  provision, each of the following shall be deemed to be cash:

        (a) any liabilities, as shown on our or any of our Restricted
    Subsidiaries' most recent balance sheet, of any of our Restricted
    Subsidiaries or us, other than contingent liabilities and liabilities
    that are by their terms subordinated to the notes or any Guarantee, that
    are assumed by the transferee of any such assets pursuant to a customary
    novation agreement that releases any of our Restricted Subsidiaries or
    us from further liability; and

                                      94


        (b) any securities, notes or other obligations received by any of
    our Restricted Subsidiaries or us from such transferee that are
    contemporaneously, subject to ordinary settlement periods, converted by
    any of our Restricted Subsidiaries or us into cash, to the extent of
    the cash received in that conversion.

   Within 365 days after the receipt of any Net Proceeds from an Asset Sale, we
may apply such Net Proceeds at our option:

      (1) to repay Senior Debt and, if the Senior Debt repaid is revolving
  credit Indebtedness, to correspondingly reduce commitments with respect
  thereto;

      (2) to acquire all or substantially all of the assets of, or a majority
  of the Voting Stock of, another Permitted Business as long as such Person
  becomes a Restricted Subsidiary;

      (3) to make a capital expenditure; or

      (4) to acquire other long-term assets that are used or useful in a
  Permitted Business.

   "Asset Sale" means:

      (1) the sale, lease, conveyance or other disposition of any assets or
  rights, other than sales of inventory in the ordinary course of business;
  provided that the sale, conveyance or other disposition of all or
  substantially all of the assets of our Subsidiaries and us taken as a whole
  will be governed by the provisions of the indenture described above under
  the caption "--Repurchase at the Option of Holders--Change of Control"
  and/or the provisions described above under the caption "--Certain
  Covenants--Merger, Consolidation or Sale of Assets" and not by the
  provisions of the Asset Sale covenant; and

      (2) the issuance of Equity Interests in any of our Restricted
  Subsidiaries or the sale of Equity Interests in any of our Subsidiaries.

   Notwithstanding the preceding, the following items shall not be deemed to be
Asset Sales:

      (1) any single transaction or series of related transactions that
  involves assets having a fair market value of less than $1.0 million;

      (2)  a transfer of assets between or among our Wholly Owned
  Subsidiaries and us,

      (3) an issuance of Equity Interests by a Wholly Owned Subsidiary to
  another Wholly Owned Subsidiary or us;

      (4) the sale or lease of equipment, inventory, accounts receivable or
  other assets in the ordinary course of business;

      (5) the sale or other disposition of cash or Cash Equivalents; and

      (6) a Restricted Payment or Permitted Investment that is permitted by
  the covenant described below under the caption "--Certain Covenants--
  Restricted Payments."

   Pending the final application of any such Net Proceeds, we may temporarily
reduce revolving credit borrowings or otherwise invest such Net Proceeds in any
manner that is not prohibited by the indenture.

   Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, we will make an
Asset Sale Offer to all holders of series B notes and all holders of other
Indebtedness that is pari passu with the series B notes containing provisions
similar to those set forth in the indenture with respect to offers to purchase
or redeem with the proceeds of sales of assets to purchase the maximum
principal amount of series B notes and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer will be equal to 100% of principal amount plus accrued and unpaid
interest

                                       95


and Liquidated Damages, if any, to the date of purchase, and will be payable in
cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
we may use such Excess Proceeds for any purpose not otherwise prohibited by the
indenture. If the aggregate principal amount of series B notes and such other
pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount
of Excess Proceeds, the trustee shall select the series B notes and such other
pari passu Indebtedness to be purchased on a pro rata basis based on the
principal amount of series B notes and such other pari passu Indebtedness
tendered. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds shall be reset at zero.

   We will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with each repurchase of
series B notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions of the indenture, we will comply with the applicable securities laws
and regulations and will not be deemed to have breached our obligations under
the Asset Sale provisions of the indenture by virtue of such conflict.

   Our outstanding Senior Debt currently prohibits us from purchasing any
series B notes, and also provides that certain Change of Control events with
respect to us would constitute a Default under the agreements governing the
Senior Debt. Any future credit agreements or other agreements relating to
Senior Debt to which we become a party may contain similar restrictions and
provisions. In the event a Change of Control occurs at a time when we are
prohibited from purchasing series B notes, we could seek the consent of our
senior lenders to the purchase of series B notes or could attempt to refinance
the borrowings that contain such prohibition. If we do not obtain such a
consent or repay such borrowings, we will remain prohibited from purchasing
series B notes. In such case, our failure to purchase tendered series B notes
would constitute an Event of Default under the indenture which would, in turn,
constitute a Default under such Senior Debt. In such circumstances, the
subordination provisions in the indenture would likely restrict payments to the
holders of series B notes.

Selection and Notice

   If less than all of the series B notes are to be redeemed at any time, the
trustee will select series B notes for redemption as follows:

     (1) if the series B notes are listed, in compliance with the
  requirements of the principal national securities exchange on which the
  series B notes are listed; or

     (2) if the series B notes are not so listed, on a pro rata basis, by lot
  or by such method as the trustee shall deem fair and appropriate.

   No series B notes of $1,000 or less shall be redeemed in part. Notices of
redemption shall be mailed by first class mail at least 30 but not more than 60
days before the redemption date to each holder of series B notes to be redeemed
at its registered address. Notices of redemption may not be conditional.

   If any series B note is to be redeemed in part only, the notice of
redemption that relates to that series B note shall state the portion of the
principal amount thereof to be redeemed. A new series B note in principal
amount equal to the unredeemed portion of the original series B note will be
issued in the name of the holder thereof upon cancellation of the original
series B note. Series B notes called for redemption become due on the date
fixed for redemption. On and after the redemption date, interest ceases to
accrue on series B notes or portions of them called for redemption.

Certain Covenants

 Restricted Payments

   We will not, and will not permit any of our Restricted Subsidiaries to,
directly or indirectly:

     (1) declare or pay any dividend or make any other payment or
  distribution on account of our or any of our Restricted Subsidiaries'
  Equity Interests, including, without limitation, any payment in connection

                                       96


  with any merger or consolidation involving any of our Restricted
  Subsidiaries or us, or to the direct or indirect holders of any of our
  Restricted Subsidiaries' or our Equity Interests in their capacity as such,
  other than dividends or distributions payable in Equity Interests of ours,
  other than Disqualified Stock, or to any of our Restricted Subsidiaries or
  us;

     (2) purchase, redeem or otherwise acquire or retire for value,
  including, without limitation, in connection with any merger or
  consolidation involving us, any of our Equity Interests or any direct or
  indirect parent of us;

     (3) make any payment on or with respect to, or purchase, redeem, defease
  or otherwise acquire or retire for value any Indebtedness that is
  subordinated to the series B notes or the Guarantees, except a payment of
  interest or principal at the Stated Maturity thereof; or

     (4) make any Restricted Investment (all such payments and other actions
  set forth in clauses (1) through (4) above being collectively referred to
  as "Restricted Payments"), unless, at the time of and after giving effect
  to such Restricted Payment:

     (5) no Default or Event of Default shall have occurred and be continuing
  or would occur as a consequence thereof; and

     (6) we would, at the time of such Restricted Payment and after giving
  pro forma effect thereto as if such Restricted Payment had been made at the
  beginning of the applicable four-quarter period, have been permitted to
  incur at least $1.00 of additional Indebtedness pursuant to the Fixed
  Charge Coverage Ratio test set forth in the first paragraph of the covenant
  described below under the caption "--Incurrence of Indebtedness and
  Issuance of Preferred Stock;" and

     (7) such Restricted Payment, together with the aggregate amount of all
  other Restricted Payments made by our Restricted Subsidiaries and us after
  the date of the indenture, excluding Restricted Payments permitted by
  clauses (2), (3), (4) and (5) of the next succeeding paragraph, is less
  than the sum, without duplication, of

       (a) 50% of our Consolidated Net Income for the period, taken as one
    accounting period, from the beginning of the first fiscal quarter
    commencing after the date of the indenture to the end of our most
    recently ended fiscal quarter for which internal financial statements
    are available at the time of such Restricted Payment, or, if such
    Consolidated Net Income for such period is a deficit, less 100% of such
    deficit, plus

       (b) 100% of the aggregate net cash proceeds received by us since the
    date of the indenture as a contribution to our common equity capital or
    from the issue or sale of our Equity Interests, other than Disqualified
    Stock, or from the issue or sale of our convertible or exchangeable
    Disqualified Stock or convertible or exchangeable debt securities that
    have been converted into or exchanged for such Equity Interests, other
    than Equity Interests, or Disqualified Stock or debt securities, sold
    to any of our Subsidiaries, plus

       (c) the amount by which Indebtedness of our Restricted Subsidiaries
    or us is reduced on our balance sheet upon the conversion or exchange
    subsequent to the issue date of any Indebtedness of us convertible or
    exchangeable for our Equity Interests, other than Disqualified Stock,
    less the amount of any cash, or other property, distributed by any
    Restricted Subsidiary or us upon such conversion or exchange, plus

       (d) without duplication, to the extent that any Restricted
    Investment that was made after the date of the indenture is sold for
    cash or otherwise liquidated or repaid for cash, the lesser of (i) the
    cash return of capital with respect to such Restricted Investment, less
    the cost of disposition, if any, and (ii) the initial amount of such
    Restricted Investment.

                                       97


   So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions will not prohibit:

     (1) the payment of any dividend within 60 days after the date of
  declaration thereof, if at said date of declaration such payment would have
  complied with the provisions of the indenture;

     (2) the redemption, repurchase, retirement, defeasance or other
  acquisition of any subordinated Indebtedness of any Guarantor or us or of
  any of our Equity Interests in exchange for, or out of the net cash
  proceeds of the substantially concurrent sale, other than to any of our
  Restricted Subsidiaries, of, our Equity Interests, other than Disqualified
  Stock; provided that the amount of any such net cash proceeds that are
  utilized for any such redemption, repurchase, retirement, defeasance or
  other acquisition shall be excluded from clause (7) (b) of the preceding
  paragraph;

     (3) the defeasance, redemption, repurchase or other acquisition of
  subordinated Indebtedness of any Guarantor or us with the net cash proceeds
  from an incurrence of Permitted Refinancing Indebtedness;

     (4) the payment of any dividend by us on Existing Preferred Stock
  pursuant to the terms of such Existing Preferred Stock as of the date of
  the indenture;

     (5) the payment of any dividend by any of our Restricted Subsidiaries to
  the holders of its common Equity Interests on a pro rata basis;

     (6) the repurchase, redemption or other acquisition or retirement for
  value of any of our Equity Interests or any of our Restricted Subsidiaries
  held by any member of our, or any of our Restricted Subsidiaries',
  management pursuant to any management equity subscription agreement or
  stock option agreement; provided that the aggregate price paid for all such
  repurchased, redeemed, acquired or retired Equity Interests shall not
  exceed $1.5 million in any twelve-month period; and

     (7) Restricted Payments not to exceed $5.0 million since the date of the
  indenture.

   The amount of all Restricted Payments, other than cash, shall be the fair
market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued to or by such Restricted
Subsidiary or us, as the case may be, pursuant to the Restricted Payment. The
fair market value of any assets or securities that are required to be valued by
this covenant shall be determined by our Board of Directors whose resolution
with respect thereto shall be delivered to the trustee. Our Board of Directors'
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $10.0 million. Not later than the date of making any
Restricted Payment, we shall deliver to the trustee an officers' certificate
stating that such Restricted Payment is permitted and setting forth the basis
upon which the calculations required by this "Restricted Payments" covenant
were computed, together with a copy of any fairness opinion or appraisal
required by the indenture.

 Incurrence of Indebtedness and Issuance of Preferred Stock

   We will not, and will not permit any of our Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect
to (collectively, "incur") any Indebtedness, including Acquired Debt, and we
will not issue any Disqualified Stock and will not permit any of our
Subsidiaries to issue any shares of preferred stock; provided, however, that we
may incur Indebtedness, including Acquired Debt, or issue Disqualified Stock,
and our Restricted Subsidiaries may incur Indebtedness or issue Preferred
Stock, if the Fixed Charge Coverage Ratio for our most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is
incurred or such Disqualified Stock is issued would have been at least 2.0 to
1, determined on a pro forma basis, including a pro forma application of the
Net Proceeds therefrom, as if the additional Indebtedness had been incurred or
the Preferred Stock or Disqualified Stock had been issued, as the case may be,
at the beginning of such four-quarter period.

                                       98


   The first paragraph of this covenant will not prohibit the incurrence of any
of the following items of Indebtedness (collectively, "Permitted Debt"):

     (1) the incurrence by any Guarantor and us of additional Indebtedness
  and letters of credit under Credit Facilities in an aggregate principal
  amount at any one time outstanding under this clause (1), with letters of
  credit being deemed to have a principal amount equal to the maximum
  potential liability of any Guarantor and us thereunder, not to exceed an
  amount equal to $380.0 million less the aggregate amount of all Net
  Proceeds of Asset Sales applied by any Guarantor or us to repay
  Indebtedness under a Credit Facility pursuant to the covenant described
  above under the caption "--Repurchase at the Option of Holders--Asset
  Sales;"

     (2) the incurrence by our Restricted Subsidiaries and us of the Existing
  Indebtedness;

     (3) the incurrence by the Guarantors and us of Indebtedness represented
  by the series A notes and the series B notes to be issued pursuant to this
  exchange offer, including, in each case, the Guarantees;

     (4) the incurrence by any of our Restricted Subsidiaries or us of
  Indebtedness represented by Capital Lease Obligations, mortgage financings
  or purchase money obligations, in each case, incurred for the purpose of
  financing all or any part of the purchase price or cost of construction or
  improvement of property, plant or equipment used in the our business or
  such Restricted Subsidiary, in an aggregate principal amount, including all
  Permitted Refinancing Indebtedness incurred to refund, refinance or replace
  any Indebtedness incurred pursuant to this clause (4), not to exceed $25.0
  million at any time outstanding;

     (5) the incurrence by any of our Restricted Subsidiaries or us of
  Permitted Refinancing Indebtedness in exchange for, or the Net Proceeds of
  which are used to refund, refinance or replace Indebtedness, other than
  intercompany Indebtedness, that was permitted by the indenture to be
  incurred under the first paragraph of this covenant or clauses (2), (3),
  (4), (5) or (11) of this paragraph;

     (6) the incurrence by any of our Restricted Subsidiaries or us of
  intercompany Indebtedness between or among any of our Restricted
  Subsidiaries and us; provided, however, that:

       (a) if any Guarantor or we are the obligor on such Indebtedness,
    such Indebtedness, other than Indebtedness owing to Universal
    Professional Insurance Company and any Indebtedness pledged as security
    for any Senior Debt, must be expressly subordinated to the prior
    payment in full in cash of all Hedging Obligations with respect to the
    series B notes, in our case, or the Guarantee, in the case of a
    Guarantor; and

       (b) (i) any subsequent issuance or transfer of Equity Interests,
    other than any pledge thereof as security for any Senior Debt, that
    results in any such Indebtedness being held by a Person other than any
    of our Restricted Subsidiaries or us and (ii) any sale or other
    transfer of any such Indebtedness to a Person that is not either our
    Restricted Subsidiary or us thereof shall be deemed, in each case, to
    constitute an incurrence of such Indebtedness by such Restricted
    Subsidiary or us, as the case may be, that was not permitted by this
    clause (6);

     (7) the incurrence by any of our Restricted Subsidiaries or us of
  Hedging Obligations that are incurred for the purpose of fixing or hedging
  interest rate risk with respect to any floating rate Indebtedness that is
  permitted by the terms of the indenture to be outstanding;

     (8) the guarantee by any of the Guarantors or us of any or our or any of
  our Restricted Subsidiaries' Indebtedness that was permitted to be incurred
  by another provision of this covenant;

     (9) the incurrence by any of our Unrestricted Subsidiaries of Non-
  Recourse Debt, provided, however, that if any such Indebtedness ceases to
  be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be
  deemed to constitute an incurrence of Indebtedness by any of our Restricted
  Subsidiaries that was not permitted by this clause (9);

                                       99


     (10) the accrual of interest, the accretion or amortization of original
  issue discount, the payment of interest on any Indebtedness in the form of
  additional Indebtedness with the same terms, and the payment of dividends
  on Disqualified Stock in the form of additional shares of the same class of
  Disqualified Stock will not be deemed to be an incurrence of Indebtedness
  or an issuance of Disqualified Stock for purposes of this covenant;
  provided, in each such case, that the amount thereof is included in our
  Fixed Charges as accrued;

     (11) the incurrence of Indebtedness by our Foreign Subsidiaries in an
  amount not to exceed $10.0 million at any time outstanding; and

     (12) the incurrence by any of our Restricted Subsidiaries or us of
  additional Indebtedness in an aggregate principal amount, or accreted
  value, as applicable, at any time outstanding, including all Permitted
  Refinancing Indebtedness incurred to refund, refinance or replace any
  Indebtedness incurred pursuant to this clause (12), not to exceed $10.0
  million.

   For purposes of determining compliance with this "Incurrence of Indebtedness
and Issuance of Preferred Stock" covenant, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the categories of
permitted debt described in clauses (1) through (12) above, or is entitled to
be incurred pursuant to the first paragraph of this covenant, we will be
permitted to classify such item of Indebtedness on the date of its incurrence,
or reclassify all or a portion of such item of Indebtedness, in any manner that
complies with this covenant. Indebtedness under Credit Facilities outstanding
on the date on which notes are first issued and authenticated under the
indenture shall be deemed to have been incurred on such date in reliance on the
exception provided by clause (1) of the definition of Permitted Debt.

 Liens

   We will not, and will not permit any of our Restricted Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien of
any kind securing Indebtedness that is pari passu or subordinated in right of
payment to the series B notes on any asset now owned or hereafter acquired,
except Permitted Liens, unless the series B notes are secured by such Lien on
an equal and ratable basis.

 Dividend and Other Payment Restrictions Affecting Subsidiaries

   We will not, and will not permit any of our Restricted Subsidiaries to,
directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to:

     (1) pay dividends or make any other distributions on its Capital Stock
  to any of our Restricted Subsidiaries or us, or with respect to any other
  interest or participation in, or measured by, its profits, or pay any
  Indebtedness owed to any of our Restricted Subsidiaries or us;

     (2) make loans or advances to any of our Restricted Subsidiaries or us;
  or

     (3) transfer any of its properties or assets to any of our Restricted
  Subsidiaries or us.

   However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

     (1) Existing Indebtedness and the Credit Agreement, each as in effect on
  the date of the indenture and any amendments, modifications, restatements,
  renewals, increases, supplements, refundings, replacements or refinancings
  thereof, provided that such amendments, modifications, restatements,
  renewals, increases, supplements, refundings, replacement or refinancings
  are no more restrictive, taken as a whole, with respect to such dividend
  and other payment restrictions than those contained in such Existing
  Indebtedness and such Credit Agreement, each as in effect on the date of
  the indenture;


                                      100


     (2) the indenture and the series B notes;

     (3) applicable law;

     (4) any instrument governing Indebtedness or Capital Stock of a Person
  acquired by any of our Restricted Subsidiaries or us as in effect at the
  time of such acquisition, except to the extent such Indebtedness was
  incurred in connection with or in contemplation of such acquisition, which
  encumbrance or restriction is not applicable to any Person, or the
  properties or assets of any Person, other than the Person, or the property
  or assets of the Person, so acquired, provided that, in the case of
  Indebtedness, such Indebtedness was permitted by the terms of the indenture
  to be incurred;

     (5) customary non-assignment provisions in leases entered into in the
  ordinary course of business;

     (6) purchase money obligations for property acquired that impose
  restrictions on the property so acquired of the nature described in clause
  (3) of the preceding paragraph;

     (7) any agreement for the sale or other disposition of a Restricted
  Subsidiary that restricts distributions by that Restricted Subsidiary
  pending its sale or other disposition;

     (8) Permitted Refinancing Indebtedness, provided that the restrictions
  contained in the agreements governing such Permitted Refinancing
  Indebtedness are no more restrictive, taken as a whole, than those
  contained in the agreements governing the Indebtedness being refinanced;

     (9) Liens securing Indebtedness that limit the right of the debtor to
  dispose of the assets subject to such Lien;

     (10) provisions with respect to the disposition or distribution of
  assets or property in joint venture agreements, asset sale agreements,
  stock sale agreements and other similar agreements; and

     (11) restrictions on cash or other deposits or net worth imposed by
  customers under contracts entered into in the ordinary course of business.

 Merger, Consolidation or Sale of Assets

   We may not, directly or indirectly: (1) consolidate or merge with or into
another Person, whether or not we are the surviving corporation; or (2) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of our Restricted Subsidiaries and us taken as a
whole, in one or more related transactions, to another Person; unless:

     (1) either: (a) we are the surviving corporation or (b) the Person
  formed by or surviving any such consolidation or merger, if other than us,
  or to which such sale, assignment, transfer, conveyance or other
  disposition shall have been made is a corporation organized or existing
  under the laws of the U.S., any state thereof or the District of Columbia;

     (2) the Person formed by or surviving any such consolidation or merger,
  if other than us, or the Person to which such sale, assignment, transfer,
  conveyance or other disposition shall have been made assumes all our
  obligations under the series B notes, the indenture and the registration
  rights agreement pursuant to agreements reasonably satisfactory to the
  trustee;

     (3) immediately after such transaction no Default or Event of Default
  exists; and

     (4) we, or the Person formed by or surviving any such consolidation or
  merger, if other than us, or to which such sale, assignment, transfer,
  conveyance or other disposition shall have been made, will, on the date of
  such transaction after giving pro forma effect thereto and any related
  financing transactions as if the same had occurred at the beginning of the
  applicable four-quarter period, be permitted to incur at least $1.00 of
  additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
  set forth in the first paragraph of the covenant described above under the
  caption "--Incurrence of Indebtedness and Issuance of Preferred Stock."

                                      101


   In addition, we may not, directly or indirectly, lease all or substantially
all of our properties or assets, in one or more related transactions, to any
other Person. This "Merger, Consolidation, or Sale of Assets" covenant will not
apply to a sale, assignment, transfer, conveyance or other disposition of
assets between or among any of our Wholly Owned Restricted Subsidiaries and us.

 Designation of Restricted and Unrestricted Subsidiaries

   Our Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate fair market value of all outstanding Investments owned by our
Restricted Subsidiaries and us in the Subsidiary so designated will be deemed
to be an Investment made as of the time of such designation and will either
reduce the amount available for Restricted Payments under the first paragraph
of the covenant described above under the caption "--Restricted Payments" or
reduce the amount available for future Investments under one or more clauses of
the definition of Permitted Investments, as we shall determine. That
designation will only be permitted if such Investment would be permitted at
that time and if such Restricted Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary. Our Board of Directors may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation
would not cause a Default.

 Transactions with Affiliates

   We will not, and will not permit any of our Restricted Subsidiaries to, make
any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each, an
"Affiliate Transaction"), unless:

     (1) such Affiliate Transaction is on terms that are no less favorable to
  the relevant Restricted Subsidiary or us than those that would have been
  obtained in a comparable transaction by such Restricted Subsidiary or us
  with an unrelated Person; and

     (2) we deliver to the trustee:

       (a) with respect to any Affiliate Transaction or series of related
    Affiliate Transactions involving aggregate consideration in excess of
    $1.0 million, a resolution of our Board of Directors set forth in an
    officers' certificate certifying that such Affiliate Transaction
    complies with this covenant and that such Affiliate Transaction has
    been approved by a majority of the disinterested members of our Board
    of Directors; and

       (b) with respect to any Affiliate Transaction or series of related
    Affiliate Transactions involving aggregate consideration in excess of
    $5.0 million, an opinion as to the fairness to the holders of such
    Affiliate Transaction from a financial point of view issued by an
    accounting, appraisal or investment banking firm of national standing.

   The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

     (1) any employment agreement entered into by any of our Restricted
  Subsidiaries or us in the ordinary course of business;

     (2) transactions between or among our Restricted Subsidiaries and/or us;

     (3) transactions with a Person that is our Affiliate solely because we
  own an Equity Interest in such Person;

     (4) payment of reasonable directors' fees to Persons who are not
  otherwise our Affiliates;

                                      102


     (5) payments of annual management, consulting and advisory fees and
  related expenses to the Principal and its Affiliates pursuant to the
  Management Agreement; and

     (6) Restricted Payments that are permitted by the provisions of the
  indenture described above under the caption "--Restricted Payments."

 Additional Subsidiary Guarantees

   If any of our Subsidiaries or we acquire or create another Domestic
Subsidiary after the date of the indenture or if any Subsidiary becomes a
Domestic Subsidiary, then that Domestic Subsidiary must become a Guarantor and
execute a supplemental indenture and deliver an opinion of counsel to the
trustee within ten Business Days of the date on which it was acquired or
created. This covenant shall not apply to any Subsidiary that has been properly
designated as an Unrestricted Subsidiary.

 Business Activities

   We will not, and will not permit any Subsidiary to, engage in any business
other than Permitted Businesses, except to such extent as would not be material
to our Subsidiaries and us taken as a whole.

 Payments for Consent

   We will not, and will not permit any of our Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of
any holder of series B notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of the indenture or the notes
unless such consideration is offered to be paid and is paid to all holders of
the series B notes that consent, waive or agree to amend in the time frame set
forth in the solicitation documents relating to such consent, waiver or
agreement.

 No Senior Subordinated Debt

   We will not incur, create, issue, assume, guarantee or otherwise become
liable for any Indebtedness that is subordinate or junior in right of payment
to any of our Senior Debt and senior in any respect in right of payment to the
series B notes. No Guarantor will incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to the Senior Debt of such Guarantor and senior in any respect
in right of payment to such Guarantor's Guarantee.

 Reports

   Whether or not required by the Commission, so long as any series B notes are
outstanding, we will furnish to the holders of series B notes, within the time
periods specified in the Commission's rules and regulations:

     (1) all quarterly and annual financial information that would be
  required to be contained in a filing with the Commission on Forms 10-Q and
  10-K if we were required to file such Forms, including a "Management's
  Discussion and Analysis of Financial Condition and Results of Operations"
  and, with respect to the annual information only, a report on the annual
  financial statements by our certified independent accountants; and

     (2) all current reports that would be required to be filed with the
  Commission on Form 8-K if we were required to file such reports.

   If we have designated any of our Subsidiaries as Unrestricted Subsidiaries,
then the quarterly and annual financial information required by the preceding
paragraph shall include a reasonably detailed presentation, either on the face
of the financial statements or in the footnotes thereto, and in Management's
Discussion and Analysis of Financial Condition and Results of Operations, of
the financial condition and results of operations of our Restricted
Subsidiaries and us separate from the financial condition and results of
operations of our Unrestricted Subsidiaries.

                                      103


   In addition, following the consummation of this exchange offer contemplated
by the registration rights agreement, whether or not required by the
Commission, we will file a copy of all information and reports referred to in
clauses (1) and (2) above with the Commission for public availability within
the time periods specified in the Commission's rules and regulations, unless
the Commission will not accept such a filing, and make such information
available to securities analysts and prospective investors upon request. In
addition, the Guarantors and we have agreed that, for so long as any series B
notes remain outstanding, we will furnish to the holders and to securities
analysts and prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

   Each of the following is an Event of Default:

     (1) Default for 30 days in the payment when due of interest on, or
  Liquidated Damages with respect to, the series B notes whether or not
  prohibited by the subordination provisions of the indenture;

     (2) Default in payment when due of the principal of, or premium, if any,
  on the series B notes, whether or not prohibited by the subordination
  provisions of the indenture;

     (3) failure by any of the Guarantors or us to comply with the provisions
  described under the captions "--Repurchase at the Option of Holders--Change
  of Control," "--Repurchase at the Option of Holders--Asset Sales," "--
  Certain Covenants--Restricted Payments," "--Certain Covenants--Incurrence
  of Indebtedness and Issuance of Preferred Stock" or "--Certain Covenants--
  Merger, Consolidation or Sale of Assets;"

     (4) failure by any of our Restricted Subsidiaries or us for 60 days
  after notice to comply with any of the other agreements in the indenture;

     (5) Default under any mortgage, indenture or instrument under which
  there may be issued or by which there may be secured or evidenced any
  Indebtedness for money borrowed by any of our Restricted Subsidiaries or
  us, or the payment of which is guaranteed by any of our Restricted
  Subsidiaries or us, whether such Indebtedness or guarantee now exists, or
  is created after the date of the indenture, if that Default:

       (a) is caused by a failure to pay principal of, or interest or
    premium, if any, on such Indebtedness prior to the expiration of the
    grace period provided in such Indebtedness on the date of such Default
    (a "Payment Default"); or

       (b) results in the acceleration of such Indebtedness prior to its
    express maturity,

  and, in each case, the principal amount of any such Indebtedness, together
  with the principal amount of any other such Indebtedness under which there
  has been a Payment Default or the maturity of which has been so
  accelerated, aggregates $10.0 million or more;

     (6) failure by any of our Restricted Subsidiaries or us to pay final
  judgments aggregating in excess of $10.0 million, which judgments are not
  paid, discharged or stayed for a period of 60 days; and

     (7) except as permitted by the indenture, any Guarantee shall be held in
  any judicial proceeding to be unenforceable or invalid or shall cease for
  any reason to be in full force and effect or any Guarantor, or any Person
  acting on behalf of any Guarantor, shall deny or disaffirm its obligations
  under its Guarantee; and

     (8) certain events of bankruptcy or insolvency with respect to any of
  our Restricted Subsidiaries or us.

                                      104


   In the case of an Event of Default arising from certain events of bankruptcy
or insolvency, with respect to us, any Subsidiary that is a Significant
Subsidiary or any group of Subsidiaries that, taken together, would constitute
a Significant Subsidiary, all outstanding series B notes will become due and
payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the trustee or the holders of at least 25% in
principal amount of the then outstanding series B notes may declare all the
series B notes to be due and payable immediately.

   Holders of series B notes may not enforce the indenture or the series B
notes except as provided in the indenture. Subject to certain limitations,
holders of a majority in principal amount of the then outstanding series B
notes may direct the trustee in its exercise of any trust or power. The trustee
may withhold from holders of series B notes notice of any continuing Default or
Event of Default, except a Default or Event of Default relating to the payment
of principal or interest or Liquidated Damages, if it determines that
withholding notice is in their interest.

   The holders of a majority in aggregate principal amount of the series B
notes then outstanding by notice to the trustee may on behalf of the holders of
all of the series B notes waive any existing Default or Event of Default and
its consequences under the indenture except a continuing Default or Event of
Default in the payment of interest or Liquidated Damages on, or the principal
of, the series B notes.

   We are required to deliver to the trustee annually a statement regarding
compliance with the indenture. Upon becoming aware of any Default or Event of
Default, we are required to deliver to the trustee a statement specifying such
Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

   No director, officer, employee, incorporator or stockholder of any Guarantor
or us, as such, shall have any liability for any obligations of the Guarantors
or us under the series B notes, the indenture, the Guarantees, or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each holder of series B notes by accepting a series B note waives and releases
all such liability. The waiver and release are part of the consideration for
issuance of the series B notes. The waiver may not be effective to waive
liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

   We may, at our option and at any time, elect to have all of our obligations
discharged with respect to the outstanding notes and all obligations of the
Guarantors discharged with respect to their Guarantees ("Legal Defeasance")
except for:

     (1) the rights of holders of outstanding series B notes to receive
  payments from the trust referred to below in respect of the principal of,
  or interest and Liquidated Damages, if any, on such series B notes when
  such payments are due;

     (2) our obligations with respect to the series B notes concerning
  issuing temporary series B notes, registration of notes, mutilated,
  destroyed, lost or stolen series B notes and the maintenance of an office
  or agency for payment and money for security payments held in trust;

     (3) the rights, powers, trusts, duties and immunities of the trustee,
  and our obligations in connection therewith; and

     (4) the Legal Defeasance provisions of the indenture.

   In addition, we may, at our option and at any time, elect to have the
obligations of the Guarantors and us released with respect to certain covenants
that are described in the indenture ("Covenant Defeasance") and thereafter any
omission to comply with those covenants shall not constitute a Default or Event
of Default with respect to the series B notes. In the event Covenant Defeasance
occurs, certain events, not including non-payment, bankruptcy, receivership,
rehabilitation and insolvency events, described under "Events of Default" will
no longer constitute an Event of Default with respect to the series B notes.

                                      105


   In order to exercise either Legal Defeasance or Covenant Defeasance:

     (1) we must irrevocably deposit with the trustee, in trust, for the
  benefit of the holders of the series B notes, cash in U.S. dollars, non-
  callable Government Securities, or a combination thereof, in such amounts
  as will be sufficient, in the opinion of a nationally recognized firm of
  independent public accountants, to pay the principal of, or interest and
  premium and Liquidated Damages, if any, on the outstanding series B notes
  on the Stated Maturity or on the applicable redemption date, as the case
  may be, and we must specify whether the series B notes are being defeased
  to maturity or to a particular redemption date;

     (2) in the case of Legal Defeasance, we shall have delivered to the
  trustee an opinion of counsel reasonably acceptable to the trustee
  confirming that (a) we have received from, or there has been published by,
  the Internal Revenue Service a ruling or (b) since the date of the
  indenture, there has been a change in the applicable federal income tax
  law, in either case to the effect that, and based thereon such opinion of
  counsel shall confirm that, the holders of the outstanding series B notes
  will not recognize income, gain or loss for federal income tax purposes as
  a result of such Legal Defeasance and will be subject to federal income tax
  on the same amounts, in the same manner and at the same times as would have
  been the case if such Legal Defeasance had not occurred;

     (3) in the case of Covenant Defeasance, we shall have delivered to the
  trustee an opinion of counsel reasonably acceptable to the trustee
  confirming that the holders of the outstanding series B notes will not
  recognize income, gain or loss for federal income tax purposes as a result
  of such Covenant Defeasance and will be subject to federal income tax on
  the same amounts, in the same manner and at the same times as would have
  been the case if such Covenant Defeasance had not occurred;

     (4) no Default or Event of Default shall have occurred and be continuing
  either: (a) on the date of such deposit, other than a Default or Event of
  Default resulting from the borrowing of funds to be applied to such
  deposit; or (b) with respect only to events of Default resulting from
  bankruptcy or insolvency events at any time in the period ending on the
  91st day after the date of deposit;

     (5) such Legal Defeasance or Covenant Defeasance will not result in a
  breach or violation of, or constitute a Default under any material
  agreement or instrument, other than the indenture, to which we, or any of
  our Subsidiaries, are a party or by which we, or any of our subsidiaries,
  are bound;

     (6) we must have delivered to the trustee an opinion of counsel to the
  effect that, assuming no intervening bankruptcy of any Guarantor or us
  between the date of deposit and the 91st day following the deposit and
  assuming that no holder is considered our "insider" under applicable
  bankruptcy law, after the 91st day following the deposit, the trust funds
  will not be subject to the effect of any applicable bankruptcy, insolvency,
  reorganization or similar laws affecting creditors' rights generally;

     (7) we must deliver to the trustee an officers' certificate stating that
  the deposit was not made by us with the intent of preferring the holders of
  series B notes over our other creditors with the intent of defeating,
  hindering, delaying or defrauding our creditors or others; and

     (8) we must deliver to the trustee an officers' certificate and an
  opinion of counsel, each stating that all conditions precedent relating to
  the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

   Except as provided in the next two succeeding paragraphs, the indenture or
the series B notes may be amended or supplemented with the consent of the
holders of at least a majority in principal amount of the series B notes then
outstanding, including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, series B notes, and
any existing Default or compliance with any provision of the indenture or the
series B notes may be waived with the consent of the holders of a majority in
principal amount of the then outstanding series B notes, including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, series B notes.

                                      106


   Without the consent of each holder affected, an amendment or waiver may not,
with respect to any series B notes held by a non-consenting holder:

     (1) reduce the principal amount of notes whose holders must consent to
  an amendment, supplement or waiver;

     (2) reduce the principal of or change the fixed maturity of any series B
  note or alter the provisions with respect to the redemption of the series B
  notes, other than provisions relating to the covenants described above
  under the caption "--Repurchase at the Option of Holders;"

     (3) reduce the rate of or change the time for payment of interest on any
  series B note;

     (4) waive a Default or Event of Default in the payment of principal of,
  or interest or premium, or Liquidated Damages, if any, on the series B
  notes, except a rescission of acceleration of the series B notes by the
  holders of at least a majority in aggregate principal amount of the series
  B notes and a waiver of the Payment Default that resulted from such
  acceleration;

     (5) make any series B note payable in money other than that stated in
  the series B notes;

     (6) make any change in the provisions of the indenture relating to
  waivers of past Defaults or the rights of holders of series B notes to
  receive payments of principal of, or interest or premium or Liquidated
  Damages, if any, on the series B notes;

     (7) waive a redemption payment with respect to any series B note, other
  than a payment required by one of the covenants described above under the
  caption "--Repurchase at the Option of Holders";

     (8) release any Guarantor from any of its obligations under its
  Guarantee or the indenture, except in accordance with the terms of the
  indenture; or

     (9) make any change in the preceding amendment and waiver provisions.

   In addition, any amendment to, or waiver of, the provisions of the indenture
relating to subordination that adversely affects the rights of the holders of
the series B notes will require the consent of the holders of at least 75% in
aggregate principal amount of notes then outstanding.

   Notwithstanding the preceding, without the consent of any holder of series B
notes, the Guarantors, the trustee and we may amend or supplement the indenture
or the series B notes:

     (1) to cure any ambiguity, defect or inconsistency;

     (2) to provide for uncertificated series B notes in addition to or in
  place of Certificated Notes;

     (3) to provide for the assumption of our obligations to holders of
  series B notes in the case of a merger or consolidation or sale of all or
  substantially all of our assets;

     (4) to make any change that would provide any additional rights or
  benefits to the holders of series B notes or that does not adversely affect
  the legal rights under the indenture of any such holder; or

     (5) to comply with requirements of the Commission in order to effect or
  maintain the qualification of the indenture under the Trust Indenture Act.

Concerning the Trustee

   If the trustee becomes a creditor of any guarantor or us, the indenture
limits its right to obtain payment of claims in certain cases, or to realize on
certain property received in respect of any such claim as security or
otherwise. The trustee will be permitted to engage in other transactions;
however, if it acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the Commission for permission to continue or
resign.

                                      107


   The holders of a majority in principal amount of the then outstanding series
B notes will have the right to direct the time, method and place of conducting
any proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The indenture provides that in case an Event of Default
shall occur and be continuing, the trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request of any
holder of series B notes, unless such holder shall have offered to the trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

Additional Information

   Anyone who receives this prospectus may obtain a copy of the indenture and
the registration rights agreement without charge by writing to The IT Group,
Inc., 2790 Mosside Boulevard, Monroeville, PA 15146-2792, Attention: General
Counsel.

Book-Entry, Delivery and Form

   The series B notes will be in the form of a Global Note without interest
coupons. Upon issuance, the Global Note will be deposited with the trustee, as
custodian for DTC, in New York, New York, and registered in the name of DTC or
its nominee, in each case for credit to the accounts of DTC's Participants or
Indirect Participants.

   The Global Note may be transferred, in whole and not in part, only to
another nominee of DTC or to a successor of DTC or its nominee. Beneficial
interests in the Global Note may not be exchanged for series B notes in
certificated form except in the limited circumstances described below. See "--
Transfer of Interests in the Global Note for Certificated Notes." Except in the
limited circumstances described below, owners of beneficial interests in the
Global Note will not be entitled to receive physical delivery of series B notes
in certificated form.

   Initially, the trustee will act as paying agent and registrar. The series B
notes may be presented for registration of transfer and exchange at the offices
of the registrar.

Depository Procedures

   The following description of the operations and procedures of DTC, Euroclear
and Cedel are provided solely as a matter of convenience. These operations and
procedures are solely within the control of their respective settlement systems
and are subject to changes by them. We take no responsibility for these
operations and procedures and urge investors to contact the DTC, Euroclear or
Cedel or their Participants directly to discuss these matters.

   DTC has advised us that DTC is a limited-purpose trust company created to
hold securities for its participating organizations and to facilitate the
clearance and settlement of transactions in those securities between
Participants through electronic book-entry changes in accounts of its
Participants. The Participants include securities brokers and dealers,
including the initial purchasers, banks, trust companies, clearing corporations
and certain other organizations. Access to DTC's system is also available to
other entities such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either
directly or indirectly, collectively, the "Indirect Participants." Persons who
are not Participants may beneficially own securities held by or on behalf of
DTC only through the Participants or the Indirect Participants. The ownership
interests in, and transfers of ownership interests in, each security held by or
on behalf of DTC are recorded on the records of the Participants and Indirect
Participants.

   DTC has also advised us that, pursuant to procedures established by it:

     (1) upon deposit of the Global Note, DTC will credit the accounts of
  Participants designated by the initial purchasers with portions of the
  principal amount of the Global Note; and

     (2) ownership of these interests in the Global Note will be shown on,
  and the transfer of ownership thereof will be effected only through,
  records maintained by DTC, with respect to the Participants, or by

                                      108


  the Participants and the Indirect Participants, with respect to other
  owners of beneficial interest in the Global Note.

   Investors in the Global Note may hold their interests directly through DTC
if they are direct Participants in DTC or indirectly through organizations that
are direct Participants in DTC.

   Except as described below, owners of interests in the Global Note will not
have series B notes registered in their names, will not receive physical
delivery of series B notes in certificated form and will not be considered the
registered owners or "Holders" thereof under the indenture for any purpose.

   Payments in respect of the principal of, and interest and premium and
Liquidated Damages, if any, on the Global Note registered in the name of DTC or
its nominee will be payable to DTC in its capacity as the registered holder
under the indenture. Under the terms of the indenture, the trustee and we will
treat the Persons in whose names the series B notes, including the Global Note,
are registered as the owners thereof for the purpose of receiving payments and
for all other purposes. Consequently, neither we, the trustee nor any agent of
the trustee or us has or will have any responsibility or liability for:

     (1) any aspect of DTC's records or any Participant's or Indirect
  Participant's records relating to or payments made on account of Beneficial
  Ownership interest in the Global Note or for maintaining, supervising or
  reviewing any of DTC's records or any Participant's or Indirect
  Participant's records relating to the Beneficial Ownership interests in the
  Global Note; or

     (2) any other matter relating to the actions and practices of DTC or any
  of its Participants or Indirect Participants.

   DTC has advised us that its current practice, upon receipt of any payment in
respect of securities such as the series B notes, including principal and
interest, is to credit the accounts of the relevant Participants with the
payment on the payment date unless DTC has reason to believe it will not
receive payment on such payment date. Each relevant Participant is credited
with an amount proportionate to its Beneficial Ownership of an interest in the
principal amount of the relevant security as shown on the records of DTC.
Payments by the Participants and the Indirect Participants to the Beneficial
Owners of notes will be governed by standing instructions and customary
practices and will be the responsibility of the Participants or the Indirect
Participants and will not be the responsibility of DTC, the trustee or us.
Neither the trustee nor we will be liable for any delay by DTC or any of its
Participants in identifying the Beneficial Owners of the notes, and the trustee
and we may conclusively rely on and will be protected in relying on
instructions from DTC or its nominee for all purposes.

   We expect that interests in the Global Note will be eligible to trade in
DTC's Same-Day Funds Settlement System and, therefore, transfers between
Participants in DTC will be effected in accordance with DTC's procedures, and
will be settled in immediately available funds, and transfers between
Participants in Euroclear and Cedel will be effected in accordance with their
respective rules and operating procedures.

   Subject to compliance with the transfer restrictions applicable to the
series B notes described herein, cross-market transfers between the
Participants in DTC, on the one hand, and Euroclear or Cedel Participants, on
the other hand, will be effected through DTC in accordance with DTC's rules on
behalf of Euroclear or Cedel, as the case may be, by its respective depositary;
however, such cross-market transactions will require delivery of instructions
to Euroclear or Cedel, as the case may be, by the counterparty in such system
in accordance with the rules and procedures and within the established
deadlines (Brussels time) of such system. Euroclear or Cedel, as the case may
be, will, if the transaction meets its settlement requirements, deliver
instructions to its respective depositary to take action to effect final
settlement on its behalf by delivering or receiving interests in the Global
Note in DTC, and making or receiving payment in accordance with normal
procedures for same-day funds settlement applicable to DTC. Euroclear
Participants and Cedel Participants may not deliver instructions directly to
the depositories for Euroclear or Cedel.

                                      109


   DTC has advised us that it will take any action permitted to be taken by a
holder of series B notes only at the direction of one or more Participants to
whose account DTC has credited the interests in the Global Note and only in
respect of such portion of the aggregate principal amount of the series B notes
as to which such Participant or Participants has or have given such direction.
However, if there is an Event of Default under the series B notes, DTC reserves
the right to exchange the Global Note for legended series B notes in
certificated form, and to distribute such series B notes to its Participants.

Transfer of Interests in the Global Note for Certificated Notes

   The entire Global Note is exchangeable for definitive series B notes in
registered, certificated form without interest coupons ("Certificated Notes")
if:

     (1) DTC (a) notifies us that it is unwilling or unable to continue as
  depositary for the Global Note and we fail to appoint a successor
  depositary or (b) has ceased to be a clearing agency registered under the
  Exchange Act;

     (2) we, at our option, notify the trustee in writing that we elect to
  cause the issuance of the Certificated Notes; or

     (3) there shall have occurred and be continuing a Default or Event of
  Default with respect to the series B notes.

   In addition, beneficial interests in the Global Note may be exchanged for
Certificated Notes upon prior written notice given to the trustee by or on
behalf of DTC in accordance with the indenture. In all cases, Certificated
Notes delivered in exchange for the Global Note or beneficial interests in the
Global Note will be registered in the names, and issued in any approved
denominations, requested by or on behalf of the depositary, in accordance with
its customary procedures.

   Neither the trustee, the Guarantors nor we will be liable for any delay by
the holder of the Global Note or DTC in identifying the Beneficial Owner of
series B notes, and the trustee and we may conclusively rely on, and will be
protected in relying on, instructions from the holder of the Global Note or DTC
for all purposes.

Same Day Settlement and Payment

   We will make payments in respect of the series B notes represented by the
Global Note, including principal, premium, if any, interest and Liquidated
Damages, if any, by wire transfer of immediately available funds to the
accounts specified by the holder of the Global Note. We will make all payments
of principal, interest and premium and Liquidated Damages, if any, with respect
to Certificated Notes by wire transfer of immediately available funds to the
accounts specified by the holders thereof or, if no such account is specified,
by mailing a check to each such holder's registered address. We expect that
secondary trading in any Certificated Notes will also be settled in immediately
available funds.

   Because of time zone differences, the securities account of a Euroclear or
Cedel Participant purchasing an interest in the Global Note from a Participant
in DTC will be credited, and any such crediting will be reported to the
relevant Euroclear or Cedel Participant, during the securities settlement
processing day, which must be a business day for Euroclear and Cedel,
immediately following the settlement date of DTC. DTC has advised us that cash
received in Euroclear or Cedel as a result of sales of interests in the Global
Note by or through a Euroclear or Cedel Participant to a Participant in DTC
will be received with value on the settlement date of DTC but will be available
in the relevant Euroclear or Cedel cash account only as of the business day for
Euroclear or Cedel following DTC's settlement date.

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Registration Rights; Liquidated Damages

   The following description is a summary of the material provisions of the
registration rights agreement. It does not restate that agreement in its
entirety. We urge you to read the registration rights agreement in its
entirety because it, and not this description, defines the registration rights
of the holders of the series A notes. See "--Additional Information."

   The Guarantors, the initial purchasers and we entered into the Registration
Rights Agreement upon the closing of the initial offering. Pursuant to the
registration rights agreement, the Guarantors and we agreed to file with the
Commission the Exchange Offer Registration Statement on the appropriate form
under the Securities Act with respect to the series A notes. Upon the
effectiveness of the Exchange Offer Registration Statement, the Guarantors and
we will offer to the holders of Transfer-Restricted Securities pursuant to the
exchange offer who are able to make certain representations the opportunity to
exchange their Transfer-Restricted Securities for series B notes.

   If:

     (1) the Guarantors and we are not permitted to consummate the exchange
  offer because the exchange offer is not permitted by applicable law or
  Commission policy; or

     (2) any holder of Transfer-Restricted Securities notifies us prior to
  the 20th day following consummation of the exchange offer that:

       (a) it is prohibited by law or Commission policy from participating
    in the exchange offer; or

       (b) that it may not resell the series B notes acquired by it in the
    exchange offer to the public without delivering a prospectus and the
    prospectus contained in the Exchange Offer Registration Statement is not
    appropriate or available for such resales; or

       (c) that it is a broker-dealer and owns series B notes acquired
    directly from any of our Affiliates or us,

the Guarantors and we will file with the Commission a Shelf Registration
Statement to cover resales of the series B notes by the holders thereof who
satisfy certain conditions relating to the provision of information in
connection with the Shelf Registration Statement.

   The Guarantors and we will use our best efforts to cause the applicable
registration statement to be declared effective as promptly as possible by the
Commission.

   For purposes of the preceding, "Transfer-Restricted Securities" means each
note until:

     (1) the date on which such series A note has been exchanged by a Person
  other than a broker-dealer for a series B note in this exchange offer;

     (2) following the exchange by a broker-dealer in the exchange offer of a
  series A note for a series B note, the date on which such series B note is
  sold to a purchaser who receives from such broker-dealer on or prior to the
  date of such sale a copy of the prospectus contained in the Exchange Offer
  Registration Statement;

     (3) the date on which such series B note has been effectively registered
  under the Securities Act and disposed of in accordance with the Shelf
  Registration Statement; or

     (4) the date on which such series B note is distributed to the public
  pursuant to Rule 144 under the Securities Act.

   The Registration Rights Agreement provides:

     (1) the Guarantors and we will file an Exchange Offer Registration
  Statement with the Commission on or prior to 75 days after the closing of
  the initial offering;

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     (2) the Guarantors and we will use our best efforts to have the Exchange
  Offer Registration Statement declared effective by the Commission on or
  prior to 180 days after the closing of the initial offering;

     (3) unless the exchange offer would not be permitted by applicable law
  or Commission policy, the Guarantors and we will:

       (a) commence the exchange offer; and

       (b) use our best efforts to issue on or prior to 30 business days,
    or longer, if required by the federal securities laws, after the date
    on which the Exchange Offer Registration Statement was declared
    effective by the Commission, notes in exchange for all series A notes
    tendered prior thereto in the exchange offer; and

     (4) if obligated to file the Shelf Registration Statement, the
  Guarantors and we will use our best efforts to file the Shelf Registration
  Statement with the Commission on or prior to 30 days after such filing
  obligation arises and to cause the Shelf Registration Statement to be
  declared effective by the Commission on or prior to 90 days after such
  obligation arises.

   If:

     (1) the Guarantors and we fail to file any of the registration
  statements required by the registration rights agreement on or before the
  date specified for such filing; or

     (2) any of such registration statements is not declared effective by the
  Commission on or prior to the date specified for such effectiveness (the
  "Effectiveness Target Date"); or

     (3) the Guarantors and we fail to consummate the exchange offer within
  30 business days of the Effectiveness Target Date with respect to the
  Exchange Offer Registration Statement; or

     (4) the shelf registration statement or the Exchange Offer Registration
  Statement is declared effective but thereafter ceases to be effective or
  usable in connection with resales of transfer-restricted securities during
  the periods specified in the registration rights agreement (each such event
  referred to in clauses (1) through (4) above, a "Registration Default"),

then the Guarantors and we will pay Liquidated Damages to each holder of series
A notes, with respect to the first 90-day period immediately following the
occurrence of the first Registration Default in an amount equal to $.05 per
week per $1,000 principal amount of series A notes held by such holder.

   The amount of Liquidated Damages will increase by an additional $.05 per
week per $1,000 principal amount of series A notes with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of Liquidated Damages for all Registration Defaults of $.50
per week per $1,000 principal amount of series A notes.

   All accrued Liquidated Damages will be paid by the Guarantors and us on each
Damages Payment Date to the holder of the Global Note by wire transfer of
immediately available funds or by federal funds check and to holders of
Certificated Notes by wire transfer to the accounts specified by them or by
mailing checks to their registered addresses if no such accounts have been
specified.

   Following the cure of all Registration Defaults, the accrual of Liquidated
Damages will cease.

   Holders of series A notes are required to make certain representations to
us, as described in the registration rights agreement, in order to participate
in the exchange offer and will be required to deliver certain information to be
used in connection with the Shelf Registration Statement and to provide
comments on the Shelf Registration Statement within the time periods set forth
in the registration rights agreement in order to have their series A notes
included in the Shelf Registration Statement and benefit from the provisions

                                      112


regarding Liquidated Damages set forth above. By acquiring Transfer-Restricted
Securities, a holder will be deemed to have agreed to indemnify the Guarantors
and us against certain losses arising out of information furnished by such
holder in writing for inclusion in any Shelf Registration Statement. Holders
of series A notes will also be required to suspend their use of the prospectus
included in the Shelf Registration Statement under certain circumstances upon
receipt of written notice to that effect from us.

Certain Definitions

   Set forth below are certain defined terms used in the indenture. Reference
is made to the indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.

   "Acquired Debt" means, with respect to any specified Person:

     (1) Indebtedness of any other Person existing at the time such other
  Person is merged with or into or became a subsidiary of such specified
  Person, whether or not such Indebtedness is incurred in connection with, or
  in contemplation of, such other Person merging with or into, or becoming a
  Subsidiary of, such specified Person; and

     (2) Indebtedness secured by a Lien encumbering any asset acquired by
  such specified Person.

   "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition,
"control," as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that Beneficial Ownership of
10% or more of the Voting Stock of a Person shall be deemed to be control. For
purposes of this definition, the terms "controlling," "controlled by" and
"under common control with" shall have correlative meanings.

   "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person", as that term is used in Section 13(d)(3)
of the Exchange Act, such "person" shall be deemed to have Beneficial
Ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a
corresponding meaning.

   "Board of Directors" means:

     (1) with respect to a corporation, the board of directors of the
  corporation;

     (2) with respect to a partnership, the board of directors of the general
  partner of the partnership; and

     (3) with respect to any other Person, the board or committee of such
  Person serving a similar function.

   "Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that
would at that time be required to be capitalized on a balance sheet in
accordance with GAAP.

   "Capital Stock" means:

     (1) in the case of a corporation, corporate stock;

     (2) in the case of an association or business entity, any and all
  shares, interests, participations, rights or other equivalents, however
  designated, of corporate stock;


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     (3) in the case of a partnership or limited liability company,
  partnership or membership interests, whether general or limited; and

     (4) any other interest or participation that confers on a Person the
  right to receive a share of the profits and losses of, or distributions of
  assets of, the issuing Person.

   "Cash Equivalents" means:

     (1) U.S. dollars;

     (2) securities issued or directly and fully guaranteed or insured by the
  U.S. government or any agency or instrumentality thereof, provided that the
  full faith and credit of the U.S. is pledged in support thereof, having
  maturities of not more than six months from the date of acquisition;

     (3) certificates of deposit and eurodollar time deposits with maturities
  of six months or less from the date of acquisition, bankers' acceptances
  with maturities not exceeding six months and overnight bank deposits, in
  each case, with any lender party to the Credit Agreement or with any
  domestic commercial bank having capital and surplus in excess of $500.0
  million and a Thomson Bank Watch Rating of "B" or better;

     (4) repurchase obligations with a term of not more than seven days for
  underlying securities of the types described in clauses (2) and (3) above
  entered into with any financial institution meeting the qualifications
  specified in clause (3) above;

     (5) commercial paper having the highest rating obtainable from Moody's
  Investors Service, Inc. or Standard & Poor's Rating Services and in each
  case maturing within six months after the date of acquisition; and

     (6) money market funds at least 95% of the assets of which constitute
  Cash Equivalents of the kinds described in clauses (1) through (5) of this
  definition.

   "Consolidated Cash Flow" means, with respect to any specified Person for any
period, the Consolidated Net Income of such Person for such period plus:

     (1) an amount equal to any extraordinary loss plus any net loss realized
  by such Person or any of its Restricted Subsidiaries in connection with an
  Asset Sale, to the extent such losses were deducted in computing such
  Consolidated Net Income; plus

     (2) provision for taxes based on income or profits of such Person and
  its Restricted Subsidiaries for such period, to the extent that such
  provision for taxes was deducted in computing such Consolidated Net Income;
  plus

     (3) consolidated interest expense of such Person and its Restricted
  Subsidiaries for such period, whether paid or accrued and whether or not
  capitalized, including, without limitation, amortization of debt issuance
  costs and original issue discount, non-cash interest payments, the interest
  component of any deferred payment obligations, the interest component of
  all payments associated with Capital Lease Obligations, commissions,
  discounts and other fees and charges incurred in respect of letter of
  credit or bankers' acceptance financings, and net of the effect of all
  payments made or received pursuant to Hedging Obligations, to the extent
  that any such expense was deducted in computing such Consolidated Net
  Income; plus

     (4) depreciation, amortization, including amortization of goodwill and
  other intangibles but excluding amortization of prepaid cash expenses that
  were paid in a prior period, and other non-cash expenses, excluding any
  such non-cash expense to the extent that it represents an accrual of or
  reserve for cash expenses in any future period or amortization of a prepaid
  cash expense that was paid in a prior

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  period, of such Person and its Restricted Subsidiaries for such period to
  the extent that such depreciation, amortization and other non-cash expenses
  were deducted in computing such Consolidated Net Income; minus

     (5) non-cash items increasing such Consolidated Net Income for such
  period, other than the accrual of revenue in the ordinary course of
  business, in each case, on a consolidated basis and determined in
  accordance with GAAP.

   Notwithstanding the preceding, the provision for taxes based on the income
or profits of, and the depreciation and amortization and other non-cash
expenses of, any of our subsidiaries, unless such Subsidiary is a Guarantor and
its Guarantee continues to be in full force and effect, shall be added to our
Consolidated Net Income to compute our Consolidated Cash Flow only to the
extent that a corresponding amount would be permitted at the date of
determination to be dividended to us by such subsidiary without prior
governmental approval that has not been obtained, and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Subsidiary or its stockholders.

   "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

     (1) the (a) Net Income of any Person that is not a Subsidiary or that is
  accounted for by the equity method of accounting shall be included only to
  the extent of the amount of dividends or distributions paid in cash to the
  specified Person or a Wholly Owned Subsidiary thereof and (b) the Net
  Income of any Unrestricted Subsidiary shall be excluded, whether or not
  distributed to the specified Person or one of its Subsidiaries;

     (2) the Net Income of any Restricted Subsidiary, unless such Restricted
  Subsidiary is a Guarantor and its Guarantee continues to be in full force
  and effect, shall be excluded to the extent that the declaration or payment
  of dividends or similar distributions by that Restricted Subsidiary of that
  Net Income is not at the date of determination permitted without any prior
  governmental approval that has not been obtained or, directly or
  indirectly, by operation of the terms of its charter or any agreement,
  instrument, judgment, decree, order, statute, rule or governmental
  regulation applicable to that Subsidiary or its stockholders, provided,
  that, only for purposes of the covenant described under the caption "--
  Certain Covenants--Restricted Payments," the aggregate amount of such Net
  Income that could be paid to a Restricted Subsidiary or us by loans or
  advances or repayments of loans or advances, intercompany transfer or
  otherwise will be included in Consolidated Net Income;

     (3) the Net Income of any Person acquired in a pooling of interests
  transaction for any period prior to the date of such acquisition shall be
  excluded; and

     (4) the cumulative effect of a change in accounting principles shall be
  excluded.

   "Continuing Directors" means, as of any date of determination, any member of
our Board of Directors who:

     (1) was a member of such Board of Directors on the date of the
  indenture; or

     (2) was nominated for election or elected to such Board of Directors
  with the approval of a majority of the Continuing Directors who were
  members of such Board of Directors at the time of such nomination or
  election.

   "Credit Agreement" means that certain Credit Agreement dated as of February
25, 1998, as amended and restated as of June 11, 1998, by and among Citicorp
USA, Inc., as Administrative Agent, BankBoston, N.A., as Documentation Agent
and Royal Bank of Canada and Credit Lyonnais New York Branch, as Co-Agents, the

                                      115


lenders party thereto from time to time and us, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, renewed, refunded,
replaced or refinanced from time to time.

   "Credit Facilities" means, one or more debt facilities, including, without
limitation, the Credit Agreement, or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing, including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables, or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.

   "Default" means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default.

   "Designated Senior Debt" means (i) any Indebtedness outstanding under the
Credit Agreement and (ii) after payment in full of all Hedging Obligations
under the Credit Agreement, any other Senior Debt permitted under the indenture
the principal amount of which is $25.0 million or more and that has been
designated by us as "Designated Senior Debt."

   "Disqualified Stock" means any Capital Stock that, by its terms, or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof, or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require us to repurchase such Capital Stock
upon the occurrence of a Change of Control or an Asset Sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
we may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with the covenant
described above under the caption "--Certain Covenants--Restricted Payments."

   "Domestic Subsidiary" means any Restricted Subsidiary that was formed under
the laws of the U.S. or any state thereof or the District of Columbia or that
guarantees or otherwise provides direct credit support for any of our
Indebtedness.

   "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock, but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock.

   "Existing Indebtedness" means Indebtedness of our Subsidiaries and us, other
than Indebtedness under the Credit Agreement, in existence on the date of the
indenture, until such amounts are repaid.

   "Existing Preferred Stock" means shares of our 7% cumulative convertible
exchangeable preferred stock issued and outstanding on the date of the
indenture and our cumulative convertible participating preferred stock issued
and outstanding on the date of the indenture.

   "Fixed Charges" means, with respect to any specified Person or any of its
Restricted Subsidiaries for any period, the sum, without duplication, of:

     (1) the consolidated cash interest expense of such Person and its
  Restricted Subsidiaries for such period, including, without limitation,
  amortization of debt issuance costs and original issue discount, non cash
  interest payments, the interest component of any deferred payment
  obligations, the interest component of all payments associated with Capital
  Lease Obligations, commissions, discounts and other fees and charges
  incurred in respect of letter of credit or bankers' acceptance financings,
  and net of the effect of all payments made or received pursuant to Hedging
  Obligations; plus

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     (2) the consolidated interest of such Person and its Restricted
  Subsidiaries that was capitalized during such period; plus

     (3) any interest expense on Indebtedness of another Person that is
  guaranteed by such Person or one of its Restricted Subsidiaries or secured
  by a Lien on assets of such Person or one of its Restricted Subsidiaries,
  whether or not such guarantee or Lien is called upon; plus

     (4) the product of (a) all dividends, paid in cash, on any series of
  preferred stock of such Person or any of its Restricted Subsidiaries, other
  than dividends on Equity Interests payable solely our Equity Interests,
  other than Disqualified Stock, or to any of our Restricted Subsidiaries or
  us, times (b) a fraction, the numerator of which is one and the denominator
  of which is one minus the then current combined federal, state and local
  statutory tax rate of such Person, expressed as a decimal, in each case, on
  a consolidated basis and in accordance with GAAP.

   "Fixed Charge Coverage Ratio" means with respect to any specified Person and
its Restricted Subsidiaries for any period, the ratio of the Consolidated Cash
Flow of such Person and its Restricted Subsidiaries for such period to the
Fixed Charges of such Person for such period and its Restricted Subsidiaries.
In the event that the specified Person or any of its Restricted Subsidiaries
incurs, assumes, guarantees, repays, repurchases or redeems any Indebtedness,
other than ordinary working capital borrowings, or issues, repurchases or
redeems preferred stock subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated and on or prior to the date
on which the event for which the calculation of the Fixed Charge Coverage Ratio
is made, then the Fixed Charge Coverage Ratio shall be calculated giving pro
forma effect to such incurrence, assumption, guarantee, repayment, repurchase
or redemption of Indebtedness, or such issuance, repurchase or redemption of
preferred stock, and the use of the proceeds therefrom as if the same had
occurred at the beginning of the applicable four-quarter reference period.

   In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

     (1) acquisitions that have been made by the specified Person or any of
  its Subsidiaries, including through mergers or consolidations and including
  any related financing transactions, during the four-quarter reference
  period or subsequent to such reference period and on or prior to the
  calculation date of the Fixed Charge Coverage Ratio shall be given pro
  forma effect as if they had occurred on the first day of the four-quarter
  reference period and Consolidated Cash Flow for such reference period shall
  be calculated on a pro forma basis in accordance with Regulation S-X under
  the Securities Act, but without giving effect to clause (3) of the proviso
  set forth in the definition of Consolidated Net Income;

     (2) the Consolidated Cash Flow attributable to discontinued operations,
  as determined in accordance with GAAP, and operations or businesses
  disposed of prior to the calculation date of the Fixed Charge Coverage
  Ratio, shall be excluded; and

     (3) the Fixed Charges attributable to discontinued operations, as
  determined in accordance with GAAP, and operations or businesses disposed
  of prior to the calculation date of the Fixed Charge Coverage Ratio, shall
  be excluded, but only to the extent that the obligations giving rise to
  such Fixed Charges will not be obligations of the specified Person or any
  of its Subsidiaries following the calculation date of the Fixed Charge
  Coverage Ratio.

   "Foreign Subsidiary" means any Restricted Subsidiary that was organized
under the laws of a jurisdiction outside the U.S.

   "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of the indenture.

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   "Guarantee" means a guarantee of payment of Indebtedness of another Person
other than by endorsement of negotiable instruments for collection in the
ordinary course of business, direct or indirect, in any manner including,
without limitation, by way of a pledge of assets or through letters of credit
or reimbursement agreements in respect thereof, of all or any part of any
Indebtedness.

   "Guarantors" means each of:

     (1) our Domestic Subsidiaries, except for Universal Professional
  Insurance Company; and

     (2) any other subsidiary that executes a Guarantee in accordance with
  the provisions of the indenture;

   and their respective successors and assigns.

   "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

     (1) interest rate swap agreements, interest rate cap agreements and
  interest rate collar agreements; and

     (2) other agreements or arrangements designed solely to protect such
  Person against fluctuations in interest rates.

   "Indebtedness" means, with respect to any specified Person, any
Indebtedness of such Person, whether or not contingent, in respect of:

     (1) borrowed money;

     (2) evidenced by bonds, notes, debentures or similar instruments;

     (3) banker's acceptances and letters of credit, or reimbursement
  agreements in respect thereof;

     (4) Capital Lease Obligations;

     (5) the balance deferred and unpaid of the purchase price of any
  property, except any such balance that constitutes an accrued expense or
  trade payable; or

     (6) Hedging Obligations,

   if and to the extent any of the preceding items, other than letters of
credit and Hedging Obligations, would appear as a liability upon a balance
sheet of the specified Person prepared in accordance with GAAP. In addition,
the term "Indebtedness" includes all Indebtedness of others secured by a Lien
on any asset of the specified Person, whether or not such Indebtedness is
assumed by the specified Person, and, to the extent not otherwise included,
the guarantee by the specified Person of any Indebtedness of any other Person.
The term "Indebtedness" shall not include the incurrence of any Indebtedness
in respect of bid, performance or surety bonds issued for the account of any
of our Restricted Subsidiaries or us in the ordinary course of business,
including guarantees or obligations of any Restricted Subsidiary or us thereof
with respect to letters of credit supporting such bid, performance or surety
obligations, and guarantees made in the ordinary course of business by any of
our Restricted Subsidiaries or us of performance of any contractual obligation
by a Restricted Subsidiary, any other entity in which a subsidiary or we own
an Equity Interest or us, in each case other than for an obligation for money
borrowed.

   The amount of any Indebtedness outstanding as of any date shall be:

     (1) the accreted value thereof, in the case of any Indebtedness issued
  with original issue discount; and

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     (2) the principal amount thereof, together with any interest thereon
  that is more than 30 days past due, in the case of any other Indebtedness.

   "Investments" means, with respect to any Person, all investments by such
Person in other Persons, including Affiliates, in the forms of direct or
indirect loans, including guarantees or other obligations, advances or capital
contributions, excluding commission, travel and similar advances to officers
and employees made in the ordinary course of business, purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If any of our
Subsidiaries or we sell or otherwise dispose of any Equity Interests of any of
our direct or indirect Subsidiaries such that, after giving effect to any such
sale or disposition, such Person is no longer our Subsidiary, we shall be
deemed to have made an investment on the date of any such sale or disposition
equal to the fair market value of the Equity Interests of such Subsidiary not
sold or disposed of in an amount determined as provided in the final paragraph
of the covenant described above under the caption "--Certain Covenants--
Restricted Payments."

   "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law, including
any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code or equivalent statutes of any jurisdiction.

   "Management Agreement" means the agreement, dated August 28, 1996, between
Carlyle and us, as amended, modified, supplemented, extended, renewed or
restated from time to time, provided, that any such amendment, modification,
supplement, extension, renewal or restatement does not materially disadvantage
the holders of series B notes.

   "Net Income" means, with respect to any specified Person, the Net Income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

     (1) any gain or loss, together with any related provision for taxes on
  such gain, but not loss, realized in connection with: (a) any Asset Sale;
  or (b) the disposition of any securities by such Person or any of its
  Subsidiaries or the extinguishment of any Indebtedness of such Person or
  any of its Restricted Subsidiaries; and

     (2) any extraordinary gain or loss, together with any related provision
  for taxes on such extraordinary gain or loss.

   "Net Proceeds" means the aggregate cash proceeds received by any of our
Restricted Subsidiaries or us in respect of any Asset Sale, including, without
limitation, any cash received upon the sale or other disposition of any non-
cash consideration received in any Asset Sale, net of the direct costs relating
to such Asset Sale, including, without limitation, legal, accounting and
investment banking fees, and sales commissions, and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof, in
each case, after taking into account any available tax credits or deductions
and any tax sharing arrangements, and amounts required to be applied to the
repayment of Indebtedness, other than Senior Debt secured by a Lien on the
asset or assets that were the subject of such Asset Sale.

   "Non-Recourse Debt" means Indebtedness:

     (1) as to which neither we nor any of our Restricted Subsidiaries (a)
  provide credit support of any kind, including any undertaking, agreement or
  instrument that would constitute Indebtedness, (b) are directly or
  indirectly liable as a guarantor or otherwise or (c) constitute the lender;


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     (2) no Default with respect to which, including any rights that the
  holders thereof may have to take enforcement action against an Unrestricted
  Subsidiary, would permit upon notice, lapse of time or both any holder of
  any other Indebtedness, other than the series B notes, of any of our
  Restricted Subsidiaries or us to declare a Default on such other
  Indebtedness or cause the payment thereof to be accelerated or payable
  prior to its Stated Maturity; and

     (3) as to which the lenders have been notified in writing that they will
  not have any recourse to the stock or assets of any of our Restricted
  Subsidiaries or us.

   "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

   "Permitted Business" means the businesses conducted by our Subsidiaries and
us on the date of the indenture and reasonable extensions thereof and such
other business activities which are incidental or related thereto.

   "Permitted Investments" means:

     (1) any Investment in us or in any of our Restricted Subsidiaries or any
  of our Permitted Joint Ventures that is engaged in a Permitted Business;

     (2) any Investment in Cash Equivalents;

     (3) any Investment by any of our Subsidiaries or us in a Person, if as a
  result of such Investment:

       (a) such Person becomes our Restricted Subsidiary or our Permitted
    Joint Venture and such Person is engaged in a Permitted Business; or

       (b) such Person is merged, consolidated or amalgamated with or into,
    or transfers or conveys substantially all of its assets to, or is
    liquidated into, any of our Restricted Subsidiaries or us or any of our
    Permitted Joint Ventures that is engaged in a Permitted Business;

     (4) any Investment made as a result of the receipt of non-cash
  consideration from an Asset Sale that was made pursuant to and in
  compliance with the covenant described above under the caption "--
  Repurchase at the Option of Holders--Asset Sales;"

     (5) any acquisition of assets solely in exchange for the issuance of our
  Equity Interests, other than Disqualified Stock;

     (6) Hedging Obligations;

     (7) any Investment by any of our Restricted Subsidiaries or us
  constituting a performance guaranty of contractual obligations, other than
  any obligation for money borrowed, of any entity in which a Subsidiary or
  we own an Equity Interest, which are made in the ordinary course of
  business by such Restricted Subsidiary or us; and

     (8) other Investments in any Person having an aggregate fair market
  value, measured on the date each such Investment was made and without
  giving effect to subsequent changes in value, when taken together with all
  other outstanding Investments made pursuant to this clause (8) since the
  date of the indenture not to exceed $40.0 million at any one time
  outstanding.

   "Permitted Joint Venture" means, with respect to any Person:

     (1) any corporation, association, or other business entity, other than a
  partnership, of which 50% or more of the Voting Stock is at the time of
  determination owned or controlled, directly or indirectly, by such Person
  or one or more of the Restricted Subsidiaries of that Person or a
  combination thereof (collectively, a "Group"),

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     (2) any corporation, association or other business entity, other than a
  partnership, as to which the Group, at the time of initial Investment, has
  a contractual right to acquire 50% or more of the Voting Stock, provided
  that such Investment shall cease to be a Permitted Joint Venture if such
  Group fails to acquire such 50% or more of such Voting Stock within six
  months of such initial Investment; and

     (3) any partnership, joint venture, limited liability company or similar
  entity of which:

       (a) 50% of the capital accounts, distribution rights, total equity
    and voting interests or general or limited partnership interests, as
    applicable, are owned or controlled, directly or indirectly, by such
    Group, whether in the form of membership, general, special or limited
    partnership interests or otherwise; and

       (b) such Person or any Restricted Subsidiary of such Person is a
    controlling general partner or otherwise controls such entity, which in
    the case of each of clauses (1), (2) and (3) is engaged in the
    Permitted Business.

   "Permitted Junior Securities" means:

     (1) Equity Interests in any Guarantor or us; or

     (2) debt securities that are subordinated to all Senior Debt and any
  debt securities issued in exchange for Senior Debt to substantially the
  same extent as, or to a greater extent than, the series B notes and the
  Guarantees are subordinated to Senior Debt under the indenture and have a
  Stated Maturity after, and do not provide for scheduled principal payments
  prior to, the Stated Maturity of any Senior Debt and any debt securities
  issued in exchange for Senior Debt; provided, however, that, if such Equity
  Interests or debt securities are distributed in a bankruptcy or insolvency
  proceeding, such Equity Interests or debt securities are distributed
  pursuant to a plan of reorganization consented to by each class of
  Designated Senior Debt.

   "Permitted Liens" means:

     (1) Liens in favor of the Guarantors or us;

     (2) Liens on property of a Person existing at the time such Person is
  merged with or into or consolidated with any of our subsidiaries or us;
  provided that such Liens were in existence prior to the contemplation of
  such merger or consolidation and do not extend to any assets other than
  those of the Person merged into or consolidated with the Subsidiary or us;

     (3) Liens on property existing at the time of acquisition thereof by any
  of our Subsidiaries or us; provided that such Liens were in existence prior
  to the contemplation of such acquisition;

     (4) Liens to secure the performance of statutory obligations, surety or
  appeal bonds, performance bonds or other obligations of a like nature
  incurred in the ordinary course of business;

     (5) Liens existing on the date of the indenture;

     (6) Liens for taxes, assessments or governmental charges or claims that
  are not yet delinquent or that are being contested in good faith by
  appropriate proceedings promptly instituted and diligently concluded;
  provided that any reserve or other appropriate provision as shall be
  required in conformity with GAAP shall have been made therefor;

     (7) Liens on assets of Unrestricted Subsidiaries that secure Non-
  Recourse Debt of Unrestricted Subsidiaries; and

     (8) Liens incurred in the ordinary course of business of any of our
  Subsidiaries or us with respect to obligations that do not exceed $5.0
  million at any one time outstanding.

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   "Permitted Refinancing Indebtedness" means any Indebtedness of any of our
Restricted Subsidiaries or us issued in exchange for, or the Net Proceeds of
which are used to extend, refinance, repay, prepay, renew, replace, defease or
refund other Indebtedness of any of our Restricted Subsidiaries or us, other
than intercompany Indebtedness; provided that:

     (1) the principal amount, or accreted value, if applicable, of such
  Permitted Refinancing Indebtedness does not exceed the principal amount, or
  accreted value, if applicable, of the Indebtedness so extended, refinanced,
  repaid, prepaid, renewed, replaced, defeased or refunded, plus all accrued
  interest thereon and the amount of all customary expenses and premiums
  incurred in connection therewith;

     (2) if the Indebtedness being extended, refinanced, renewed, replaced,
  defeased or refunded is equal in right of payment to or subordinated in
  right of payment to the series B notes, such Permitted Refinancing
  Indebtedness has a final maturity date 91 days after the Stated Maturity of
  the series B notes, and is equal in right of payment to, in the case of
  pari passu Indebtedness, or subordinated in right of payment to, in the
  case of subordinated Indebtedness, to the series B notes on terms at least
  as favorable to the holders of series B notes as those contained in the
  documentation governing the Indebtedness being extended, refinanced,
  renewed, replaced, defeased or refunded; and

     (3) such Indebtedness is incurred either by us or by the Restricted
  Subsidiary who is the obligor on the Indebtedness being extended,
  refinanced, renewed, replaced, defeased or refunded.

   "Restricted Investment" means an Investment other than a Permitted
Investment.

   "Restricted Subsidiary" of a Person means any Subsidiary of such Person that
is not an Unrestricted Subsidiary.

   "Senior Debt" means:

     (1) all Indebtedness of any Guarantor or us outstanding under Credit
  Facilities and all Hedging Obligations with respect thereto;

     (2) any other Indebtedness of any Guarantor or us permitted to be
  incurred under the terms of the indenture, unless the instrument under
  which such Indebtedness is incurred expressly provides that it is on a
  parity with or subordinated in right of payment to the series B notes or
  any Guarantee; and

     (3) all Hedging Obligations with respect to the items listed in the
  preceding clauses (1) and (2).

   Notwithstanding anything to the contrary in the preceding, Senior Debt will
not include:

     (1) any liability for federal, state, local or other taxes owed or owing
  by us;

     (2) any Indebtedness of us to any of our Subsidiaries or other
  Affiliates;

     (3) any trade payables; or

     (4) the portion of any Indebtedness that is incurred in violation of the
  indenture.

   "Significant Subsidiary" means any Subsidiary that would be a "Significant
Subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, as such
Regulation is in effect on the date hereof.

   "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations
to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

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   "Subsidiary" means, with respect to any specified Person:

     (1) any corporation, association or other business entity of which more
  than 50% of the total voting power of shares of Capital Stock entitled,
  without regard to the occurrence of any contingency, to vote in the
  election of directors, managers or trustees thereof is at the time owned or
  controlled, directly or indirectly, by such Person or one or more of the
  other subsidiaries of that Person or a combination thereof; and

     (2) any partnership (a) the sole general partner or the managing general
  partner of which is such Person or a subsidiary of such Person or (b) the
  only general partners of which are such Person or one or more subsidiaries
  of such Person or any combination thereof.

   "Unrestricted Subsidiary" means any of our Subsidiaries that is designated
by our Board of Directors as an Unrestricted Subsidiary pursuant to a Board of
Directors resolution, but only to the extent that such Subsidiary:

     (1) has no Indebtedness other than Non-Recourse Debt;

     (2) is not party to any agreement, contract, arrangement or
  understanding with any of our Restricted Subsidiaries or us unless the
  terms of any such agreement, contract, arrangement or understanding are no
  less favorable to such Restricted Subsidiary or us than those that might be
  obtained at the time from Persons who are not our Affiliates;

     (3) is a Person with respect to which neither we nor any of our
  Restricted Subsidiaries have any direct or indirect obligation (a) to
  subscribe for additional Equity Interests or (b) to maintain or preserve
  such Person's financial condition or to cause such Person to achieve any
  specified levels of operating results; and

     (4) has not guaranteed or otherwise directly or indirectly provided
  credit support for any Indebtedness of any of our Restricted Subsidiaries
  or us;

   Any designation of any of our Subsidiaries as an Unrestricted Subsidiary
shall be evidenced to the trustee by filing with the trustee a certified copy
of a resolution of our Board of Directors giving effect to such designation and
an officers' certificate certifying that such designation complied with the
preceding conditions and was permitted by the covenant described above under
the caption "--Certain Covenants--Restricted Payments." If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of the indenture and any Indebtedness of such
subsidiary shall be deemed to be incurred by one of our Restricted Subsidiaries
as of such date and, if such Indebtedness is not permitted to be incurred as of
such date under the covenant described under the caption "--Certain Covenants--
Incurrence of Indebtedness and Issuance of Preferred Stock," we shall be in
Default of such covenant. Our Board of Directors may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by our
Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (1) such
Indebtedness is permitted under the covenant described under the caption "--
Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock,"
calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period; and (2) no Default or Event of
Default would be in existence following such designation.

   "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

   "Wholly Owned Subsidiary" of any specified Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which, other than directors' qualifying shares, shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person and one
or more Wholly Owned Subsidiaries of such Person.

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                          DESCRIPTION OF CAPITAL STOCK

   Our authorized capital stock consists of 50,000,000 shares of common stock,
par value $0.01 per share, of which 22,675,917 shares were issued and
outstanding as of December 25, 1998, and 180,000 shares of preferred stock, par
value $100 per share, of which 20,556 shares of 7% preferred stock were issued
and outstanding, and 46,095 shares of convertible preferred stock were issued,
with 45,271 shares outstanding, as of December 25, 1998.

   Pursuant to the terms of its investment in us, Carlyle is entitled to elect
a majority of our board of directors, until November 20, 2001, which date is
five years from the consummation of its investment; provided that Carlyle
continues to own at least 20% of our voting power. Also pursuant to the terms
of Carlyle's investment, the board of directors consists of four preferred
stock directors, elected by the holders of our convertible preferred stock, and
three common stock directors, elected by our common stockholders. During the
five-year period following Carlyle's investment, holders of our convertible
preferred stock will not participate in elections of our common stock
directors, and our preferred stock directors will not have the right to vote on
the election of any director to fill a vacancy among our common stock
directors. At the end of the five-year period following Carlyle's investment,
if Carlyle continues to own at least 20% of our voting power, holders of our
convertible preferred stock will be entitled to elect the largest number of
directors which is a minority of our directors and to vote with our common
stockholders as a single class on the election of our remaining directors.
Additionally, the holders of our convertible preferred stock, in the event they
no longer have the right to elect at least a minority of our directors, will
have the right, voting as a class with holders of our 7% preferred stock and
any other parity stock, to elect two directors to our board of directors in the
event we fail to pay dividends on our convertible preferred stock for six
dividend periods.

Common Stock

   Our outstanding shares of common stock are validly issued, fully paid and
nonassessable. Our common stockholders are entitled to one vote for each share
held of record on all matters submitted to a vote of the stockholders, and have
cumulative voting rights with respect to the election of directors.

   Our common stockholders do not have any preemptive rights or rights to
subscribe for any additional securities. Our common stock is neither redeemable
nor convertible into other securities, and there are no sinking fund
provisions. Subject to the preferences applicable to any shares of preferred
stock outstanding at the time, our common stockholders are entitled to
dividends if, when and as declared by the board of directors from funds legally
available therefore and are entitled, in the event of liquidation, to share
ratably in all assets remaining after payment of liabilities and preferred
stock preferences, if any.

Preferred Stock

 Convertible Preferred Stock

   Holders of our convertible preferred stock are entitled to cumulative annual
dividends. No dividends were payable in the first year following the closing of
Carlyle's investment. Thereafter, dividends are payable quarterly in kind for
one year at the rate of 3% per annum and in cash thereafter at the rate of 6%
per annum. Holders of our convertible preferred stock have the right to
participate with our common stockholders in any dividends paid with respect to
the common stock into which it may be converted. Our convertible preferred
stock may at any time, at the option of Carlyle, be converted into shares of
our common stock. The conversion price of our convertible preferred stock is
$7.59 per share. We will be entitled, at Carlyle's option, to redeem all of our
convertible preferred stock at its liquidation preference plus accumulated and
unpaid dividends on or after November 21, 2003.

   On or after the seventh anniversary of Carlyle's investment, we will be
entitled, at our option, as determined by a majority of the common stock
directors, to redeem all of the our convertible preferred stock at its
liquidation preference of $1,000 per share plus accumulated and unpaid
dividends.

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   Holders of our convertible preferred stock generally have the right to vote,
on an as-converted basis, as a single class with our common stockholders and
other classes or series of our capital stock entitled to vote as a single class
with our common stock, on all matters submitted to a vote of our stockholders
except (1) matters for which class voting is required by law or under our
certificate of incorporation, and (2) with respect to the election of the
common stock directors during the five-year period following Carlyle's
investment. Holders of our convertible preferred stock vote as a separate class
with respect to:

     . the creation, authorization or issuance of any class or series of
  shares ranking on parity with or prior to our convertible preferred stock
  as to dividends or redemption,

     . the increase in the authorized shares of, or issuance of any shares of
  our convertible preferred stock,

     . the amendment, alteration, waiver of the application of, or repeal of
  an provision of our certificate of incorporation, the entering into of any
  agreement or the taking of any corporate action which would in any manner
  alter, change or otherwise adversely affect the powers, rights or
  preferences of our convertible preferred stock, and

     . the reorganization, recapitalization, liquidation, dissolution or
  winding up of us, the disposition of substantially all of our assets,
  property or business, the merger or consolidation with or into any other
  corporation, if the transaction would adversely affect the powers, rights
  or preferences of our convertible preferred stock.

 7% Preferred Stock

   Our 7% preferred stock ranks on parity as to dividends and liquidation with
our convertible preferred stock, and prior to our common stock. The dividend
per annum on each share of 7% preferred stock is $175 and the liquidation
preference is $2,500. Dividends on our 7% preferred stock are cumulative and
payable quarterly.

   Holders of shares of our 7% preferred stock are not entitled to vote on
matters submitted to our stockholders, except that holders are entitled to vote
as a separate class to elect two directors if the equivalent of six or more
quarterly dividends, whether consecutive or not, on our 7% preferred stock is
in arrears. These voting rights will continue until such time as the dividend
arrearage on our 7% preferred stock has been paid in full.

   Our 7% preferred stock is convertible at the option of the holder into
shares of our common stock at a conversion price of $23.36 per share, subject
to adjustment under some circumstances. On any dividend payment date, our 7%
preferred stock is exchangeable at our option, in whole but not in part, for 7%
subordinated debentures due 2008 in a principal amount equal to $2,500 per
share of 7% preferred stock. Our 7% preferred stock is redeemable at any time,
at our option, initially at a price of $2,622.50 per share of 7% preferred
stock and thereafter at prices declining to $2,500 per share of 7% preferred
stock on or after September 30, 2003. Additionally, our 7% preferred stock has
a special conversion right that becomes effective in the event of significant
transactions affecting our ownership or control. In such situations, the
special conversion right would, for a limited period, reduce the then
prevailing conversion price to the market value of the common stock, except
that the conversion right will not be reduced below $3.17 per share. Generally,
the special conversion right becomes effective if:

     . a person or group acquires at least 50% of our common stock,

     . if we sell all or substantially all of our assets, or

     . if we participate in a merger or consolidation in which we are not the
  surviving company or our common stockholders immediately prior to such
  merger or consolidation do not hold, directly or indirectly, at least a
  majority of the common stock of the surviving corporation after such a
  transaction.

                                      125


   The form of consideration issued, cash, securities or other property, upon
the exercise of the special conversion right by a holder of 7% preferred stock
depends upon, among other things, the type of transaction that gives rise to
the special conversion right.

                   MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

   The following is a general discussion of U.S. federal tax consequences
associated with the exchange of the series A notes for series B notes and of
the ownership and disposition of the notes by an initial beneficial owner of
the notes. The discussion below is based upon current provisions of the
Internal Revenue Code of 1986, as amended, applicable Treasury Regulations,
judicial authority and administrative rulings and practice, any of which may be
altered with retroactive effect thereby changing the federal tax consequences
discussed below. The tax treatment of the holders of the notes may vary
depending upon their particular situations. In addition, certain other holders,
including insurance companies, tax exempt organizations, financial institutions
and broker-dealers, may be subject to special rules not discussed below. We
will not seek a ruling from the IRS with respect to any of the matters
discussed herein and there can be no assurance that the IRS will not challenge
one or more of the tax consequences described below. You should consult your
own tax advisor concerning the particular tax consequences of your exchange of
series A notes for series B notes and of your ownership and disposition of the
notes, including the tax consequences under the laws of any foreign, state,
local or other taxing jurisdiction and the possible effects on you of changes
in U.S. federal or other tax laws.

The Exchange Offer

   The exchange of the series A notes for series B notes pursuant to this
exchange offer should not be treated as an "exchange" for U.S. federal income
tax purposes because the series B notes will not be considered to differ
materially in kind or extent from the series A notes. Rather, any exchange
notes received by you should be treated as a continuation of your investment in
the series A notes. As a result, there should be no material U.S. federal
income tax consequences to you resulting from the exchange offer. In addition,
you should have the same adjusted issue price, adjusted basis, and holding
period in the series B notes as you had in the series A notes immediately prior
to the exchange.

Non-U.S. Holders

   The following is a general discussion of U.S. federal income and estate tax
consequences of the ownership and disposition of our notes by an initial
beneficial owner of our notes that, for U.S. federal income tax purposes, is
not a "U.S. person." U.S. persons acquiring the exchange notes are subject to
different rules than those discussed below. For purposes of this discussion, a
"U.S. person" means:

  .  a citizen or resident of the U.S.,

  .  a corporation, partnership or other entity created or organized in the
     U.S. or under the laws of the U.S. or of any political subdivision
     thereof,

  .  an estate whose income is includible in gross income for U.S. federal
     income tax purposes regardless of its source, or

  .  a trust, if a U.S. court is able to exercise primary supervision over
     the administration of the trust and one or more U.S. persons have the
     authority to control all substantial decisions of the trust or certain
     electing trusts that were in existence on August 19, 1996, and treated
     as a domestic trust on such date.

   "U.S." refers to the United States of America, including the States and the
District of Columbia, and U.S. possessions, which include, Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island, and Northern Mariana
Islands.

                                      126


 Interest

   Generally, interest income of a non-U.S. holder that is not effectively
connected with a U.S. trade or business will be subject to a U.S. federal
income tax and withholding tax at a 30% rate. However, such interest may be
exempt from, or subject to a lower rate of, withholding pursuant to an income
tax treaty between the U.S. and the country of residence of the non-U.S.
holder. A non-U.S. holder claiming the benefit of such a treaty must provide us
or our paying agent with a properly executed IRS Form 1001, or a suitable
substitute or successor form or such other form as the IRS may prescribe.
Moreover, interest paid on a note by us or our paying agent to a non-U.S.
holder will qualify for the so-called "portfolio-interest exemption" and,
therefore, will not be subject to U.S. federal income tax or withholding tax
provided that such interest income is not effectively connected with a U.S.
trade or business of the non-U.S. holder and provided that:

  .  the non-U.S. holder does not actually or constructively own 10% or more
     of the total combined voting power of all classes of stock of our
     company that is entitled to vote;

  .  the non-U.S. holder is not

    .  a controlled foreign corporation related to our company actually or
       constructively through the stock ownership rules under Section
       864(d)(4) of the Code,

    .  a bank which acquired the note in consideration for an extension of
       credit made pursuant to a loan agreement entered into in the
       ordinary course of business, or

    .  a foreign tax exempt organization or a foreign private foundation
       for U.S. federal income tax purposes;

  .  the interest paid to the non-U.S. holder is not considered contingent
     interest under Section 871(h)(4) of the Code and the regulations
     thereunder; and

  .  The beneficial owner satisfies the requirements set forth in Section
     871(h) and 881(c) of the Code and the Treasury regulations issued
     thereunder relating to registered securities.

    .  This requirement will be satisfied in either of the following
       circumstances. First, this requirement will be satisfied if the non-
       U.S. holder provides to our company or our paying agent a Form W-8,
       or a suitable substitute or successor form, such as a Form W-8BEN,
       that is signed under penalties of perjury, includes its name and
       address, and contains a certification that the holder is not a U.S.
       person. Second, the requirement will be satisfied if (a) the non-
       U.S. holder provides a Form W-8, or a suitable substitute or
       successor form, such as a Form W-8BEN, signed under the penalties of
       perjury, to a qualified intermediary, such as a securities clearing
       organization, bank, or other financial institution who holds
       customers' securities in the ordinary course of its trade or
       business and holds the notes on behalf of a beneficial owner, and
       (b) the qualified intermediary certifies to us or our paying agent,
       under the penalties of perjury, that such statement has been
       received by it from the beneficial owner, directly or through
       another intermediary financial institution, and furnishes us or our
       paying agent with a copy thereof. The certificates described in this
       paragraph are effective only with respect to payments of interest
       made to the certifying non-U.S. holder after the issuance of the
       certificate, in the calendar year of its issuance, and the two
       immediately succeeding calendar years.

    .  Recently finalized Treasury regulations that are applicable to
       interest paid after December 31, 2000, provide alternative
       documentation procedures for satisfying the certification
       requirement described above. Such regulations add intermediary
       certification options for certain qualifying agents. Under one such
       option, a withholding agent would be allowed to rely on IRS
       Form W-8IMY, or suitable substitute or successor form, furnished by
       a financial institution or other intermediary on behalf of one or
       more beneficial owners or other intermediaries without having to
       obtain the beneficial owner certificate described in the preceding
       paragraph, provided that the financial institution or intermediary
       has entered into a withholding agreement with the IRS and thus is a
       qualified intermediary. Under another option, an authorized foreign
       agent of a U.S. withholding agent would

                                      127


       be permitted to act on behalf of the U.S. withholding agent, provided
       certain conditions are met. With respect to the certification
       requirement for notes that are held by a foreign partnership, the
       Treasury regulations provide that unless the foreign partnership has
       entered into a withholding agreement with the IRS, the foreign
       partnership will be required, in addition to providing an
       intermediary Form W-8IMY, or suitable substitute or successor form,
       to attach an appropriate certification by each partner.

   Except to the extent that an applicable treaty otherwise provides, interest
received by a non-U.S. holder that is effectively connected with a U.S. trade
or business conducted by such holder will be taxed at the graduated rates
applicable to U.S. persons. Effectively connected interest received by a
corporate non-U.S. holder may also, under certain circumstances, be subject to
an additional "branch profits tax" at a 30% rate, or, if applicable, a lower
treaty rate. Even though such effectively connected interest will be subject
to federal income tax, and possibly subject to the branch profits tax, it will
not be subject to withholding if the non-U.S. holder delivers a properly
executed IRS Form 4224, or suitable substitute or successor form, such as a W-
8ECI or such other form as the IRS may prescribe, to us or our agent.

 Gain on Disposition

   A non-U.S. holder will generally not be subject to U.S. federal income tax
on gain realized on a sale, redemption or other disposition of a note unless:

  .  the gain is effectively connected with the conduct of a trade or
     business within the U.S. by the non-U.S. holder, or

  .  in the case of a non-U.S. holder who is a nonresident alien individual
     and holds the note as a capital asset, such holder is present in the
     U.S. for 183 or more days in the taxable year and certain other
     requirements are met.

   If a non-U.S. holder falls under the first clause in the preceding
paragraph, the holder will be taxed on the net gain derived from the sale
under the graduated U.S. federal income tax rates that are applicable to U.S.
persons and, if the non-U.S. holder is a foreign corporation, it may also be
subject to the branch profits tax described above. Even though the effectively
connected income will be subject to federal income tax, and possibly subject
to the branch profits tax, it will not be subject to withholding if the non-
U.S. holder delivers a properly executed IRS Form 4224, or a suitable
substitute or successor form, such as a Form W-8ECI, to us or our agent. If an
individual non-U.S. holder falls under the second clause in the preceding
paragraph, the holder generally will be subject to U.S. federal income tax at
a rate of 30% on the amount by which the gain derived from the sale from
sources within the U.S. were to exceed such holder's capital losses allocable
to sources within the U.S. for the taxable year of the sale.

 Federal Estate Taxes

   If interest on the notes is exempt from withholding of U.S. federal income
tax under the rules described above, the notes will not be included in the
estate of a deceased non-U.S. holder for U.S. federal estate tax purposes.

Backup Withholding and Information Reporting

   We will, when required, report to the IRS and to each non-U.S. holder the
amount of any interest paid on the notes in each calendar year, and the amount
of tax withheld, if any, with respect to the payments.

   Treasury Regulations provide that backup withholding and additional
information reporting will not apply to payments on the notes by us to a non-
U.S. holder if the holder certifies as to its status as a non-U.S. holder
under penalties of perjury or otherwise establishes an exemption, provided
that neither we nor our paying agent has actual knowledge that the holder is a
U.S. person or that the conditions of any other exemption are not, in fact,
satisfied.

                                      128


   The payment of the proceeds from the disposition of the notes to or through
the U.S. office of any broker, U.S. or foreign, will be subject to information
reporting and possible backup withholding at a rate of 31%, unless the owner
certifies as to its status as a non-U.S. holder under penalties of perjury or
otherwise establishes an exemption, provided that the broker does not have
actual knowledge that the holder is a U.S. person or that the conditions of any
other exemption are not, in fact, satisfied. The payment of the proceeds from
the disposition of a note to or through a non-U.S. office of a non-U.S. broker
that is not a U.S. related person will not be subject to information reporting
or backup withholding. In the case of the payment of proceeds from the
disposition of a note to or through a non-U.S. office of a broker that is
either a U.S. person or a U.S. related person, information reporting is
required on the payment unless the broker has documentary evidence in its files
that the owner is a non-U.S. holder and the broker has no actual knowledge to
the contrary. Backup withholding will not apply to payments made through
foreign offices of a broker that is a U.S. person or a U.S. related person,
absent actual knowledge that the payee is a U.S. person. For purposes of this
paragraph, a "U.S. related person" is:

  .  a "controlled foreign corporation" for U.S. federal income tax purposes,

  .  a foreign person 50% or more of whose gross income from all sources for
     the three-year period ending with the close of its taxable year
     preceding the payment, or for such part of the period that the broker
     has been in existence, is derived from activities that are effectively
     connected with the conduct of a U.S. trade or business, or

  .  with respect to payments made after December 31, 2000, a foreign
     partnership that, at any time during its taxable year, is 50% or more,
     by income or capital interest, owned by U.S. persons or is engaged in
     the conduct of a U.S. trade or business. Recently adopted Treasury
     Regulations provide certain presumptions under which a non-U.S. holder
     will be subject to backup withholding and information reporting unless
     the non-U.S. holder provides a certification as to its non-U.S. holder
     status.

   Any amounts withheld under the backup withholding rules from a payment to a
non-U.S. holder will be allowed as a refund or a credit against such non-U.S.
holder's U.S. federal income tax liability provided that the requisite
procedures are followed.

   The Treasury Department recently promulgated final regulations regarding the
withholding and information reporting rules discussed above. In general, these
regulations do not significantly alter the substantive withholding and
information reporting requirements but rather unify current certification
procedures and forms and clarify reliance standards. In addition, these
regulations impose more stringent conditions on the ability of financial
intermediaries acting for a non-U.S. holder to provide certifications on behalf
of the holder, which may include entering into an agreement with IRS to audit
certain documentation with respect to such certifications. These regulations
are generally effective for payments made after December 31, 2000, subject to
certain transition rules. You should consult your own tax advisor to determine
the effects of the application of these regulations to your particular
circumstances.

   The U.S. federal tax discussion set forth above may not be applicable
depending upon your particular situation. You should consult your own tax
advisor with respect to the tax consequences of your ownership and disposition
of the notes, including the tax consequences under state, local, foreign and
other tax laws and the possible effects on you of changes in U.S. federal or
other tax laws.

                                      129


                              PLAN OF DISTRIBUTION

   Each broker-dealer that receives series B notes for its own account pursuant
to this exchange offer, sometimes referred to as a participating broker, must
acknowledge that it will deliver a prospectus in connection with any resale of
such series B notes. This prospectus, as it may be amended or supplemented from
time to time, may be used by a participating broker in connection with any
resale of series B notes received in exchanged for series A notes where such
series A notes were acquired as a result of market-making activities or other
trading activities. We have agreed that for a period of 180 days from the
expiration of this exchange offer, we will make this prospectus, as amended or
supplemented, available to any participating broker for use in connection with
any such resale. In addition, until December 20, 1999, 90 days from the date of
this prospectus, all broker-dealers effecting transactions in the notes may be
required to deliver a prospectus.

   We will not receive any proceeds from any sale of series B notes by broker-
dealers. Series B notes received by any participating broker may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the series B notes
or a combination of such methods of resale, at market prices prevailing at the
time of resale, at prices related to such prevailing market prices or
negotiated prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer and/or the purchasers of
any such series B notes. Any participating broker that resells notes that were
received by it for its own account pursuant to this exchange offer and any
broker or dealer that participates in a distribution of series B notes may be
deemed to be an underwriter within the meaning of the Securities Act and any
profit on any such resale of series B notes and any commissions or concessions
received by any such persons may be deemed to be underwriting compensation
under the Securities Act. The letter of transmittal states that by
acknowledging that it will deliver, and by delivering, a prospectus as
required, a participating broker will not be deemed to admit that it is an
underwriter within the meaning of the Securities Act.

   For a period of 180 days from the expiration of this exchange offer, we will
send a reasonable number of additional copies of this prospectus and any
amendment or supplement to this prospectus to any participating broker that
requests such documents in the letter of transmittal. We will pay all the
expenses incident to this exchange offer, which shall not include the expenses
of any holder in connection with resales of series B notes. We have agreed to
indemnify holders of series B notes, including any participating broker,
against certain liabilities, including liabilities under the Securities Act.

                                 LEGAL MATTERS

   Gibson, Dunn & Crutcher LLP, Los Angeles, California will opine on the
validity of the series B notes for us.

                                    EXPERTS

   Our consolidated financial statements as of December 25, 1998 and March 27,
1998 and for the nine months ended December 25, 1998 and the years ended March
27, 1998 and March 28, 1997, and OHM's consolidated financial statements as of
December 31, 1997 and 1996 and for the three years ended December 31, 1997,
included in the registration statement of which this prospectus forms a part,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their reports included in the registration statement of which this prospectus
forms a part and are included in reliance upon their reports given upon their
authority as experts in accounting and auditing. The consolidated financial
statements of GTI for the year ended October 31, 1998, included in the
registration statement of which this prospectus forms a part, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
included in the registration statement of which this prospectus forms a part
and are included in reliance upon their report given upon their authority as
experts in accounting and auditing. EFM's statement of assets acquired and
liabilities assumed as

                                      130


of December 31, 1998, and the related statement of operating revenue and
expenses for the year ended December 31, 1998, included in the registration
statement of which this prospectus forms a part, have been audited by
PricewaterhouseCoopers LLP, independent accountants, as set forth in their
report included in the registration statement of which this prospectus forms a
part, and are included in reliance upon their report given upon their authority
as experts in accounting and auditing. The financial statements of Roche for
the three years ended December 31, 1998, included in the registration statement
of which this prospectus forms a part, have been audited by Mallette Maheu
General Partnership Chartered Accountants associated with Arthur Andersen,
independent public accountants, as set forth in their report included in the
registration statement of which this prospectus forms a part, and are included
in reliance upon their report given upon their authority as experts in
accounting and auditing. The consolidated financial statements of EMCON for the
three years ended December 31, 1998, incorporated by reference in the
registration statement of which this prospectus forms a part, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
included in EMCON's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 and are included in reliance upon their report given upon
their authority as experts in accounting and auditing.

                             AVAILABLE INFORMATION

   We are subject to the informational requirements of the Securities Exchange
Act, and in accordance therewith we file reports, proxy and information
statements and other information with the Commission. You can inspect and copy
these reports, proxy and information statements and other information at:

     . the public reference facilities maintained by the Commission at 450
  Fifth Street, N.W., Washington, DC 20549, and

     . the regional offices of the Commission located at:

      . 500 West Madison Street, Room 1400, Chicago, Illinois 60606, and

      . 7 World Trade Center, 13th Floor, New York, New York 10048.

   You also can obtain copies of these materials from the Public Reference Room
of the Commission at 450 Fifth Street, N.W., Washington, DC 20549 at prescribed
rates. You can obtain information on the operation of the Public Reference Room
by calling the Commission at 1-800-SEC-0330. You can obtain electronic filings
made through the Electronic Data Gathering, Analysis and Retrieval System at
the Commission's web site, http://www.sec.gov.

   In addition, you can inspect material filed by us at the offices of the
NYSE, 20 Broad Street, New York, New York, 10005, and the PE, 301 Pine Street,
San Francisco, California, 94104, on which shares of our common stock are
listed.

                                      131


                          INCORPORATION BY REFERENCE

   We are incorporating by reference in this prospectus the information we
file with the Commission, which means that we are disclosing important
information to you by referring you to those documents. The information that
we file later with the Commission will be deemed to automatically update and
supersede this information.

   Specifically, we incorporate by reference the following documents:

     . our Transition Report on Form 10-K for the nine months ended December
  25, 1998;

     . our Quarterly Reports on Form 10-Q for the quarters ended March 26,
  1999 and June 25, 1999;

     . our Proxy Statement for our Annual Meeting of Stockholders held June
  9, 1999;

     . our Current Reports on Form 8-K filed January 22, 1999, March 12,
  1999, March 23, 1999, May 20, 1999, May 28, 1999, June 18, 1999 and August
  6, 1999; and

     . any future filings made with the Commission under Sections 13(a),
  13(c), 14 or 15(d) of the Securities Exchange Act until we sell all of the
  notes.

   We also incorporate by reference the consolidated financial statements of
EMCON included in its Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, as amended, and its Quarterly Report on Form 10-Q for the
quarter ended April 2, 1999, and the consolidated financial statements of
Fluor Daniel GTI, Inc. included in its Annual Reports on Form 10-K for the
fiscal years ended October 31, 1996 and 1997. You may request a copy of these
filings at no cost, by writing or telephoning us at the following address:

   The IT Group, Inc.
   2790 Mosside Boulevard
   Monroeville, PA 15146-2792
   Attn: Senior Vice President and Chief Financial Officer
   (412) 372-7701

                                      132


                               THE IT GROUP, INC.

                         INDEX TO FINANCIAL STATEMENTS



                                                                           Page
                                                                           ----
                                                                        
The IT Group, Inc.
 Report of Independent Auditors...........................................  F-2
 Consolidated Balance Sheets as of December 25, 1998 and March 27, 1998...  F-3
 Consolidated Statements of Operations for the nine months ended December
  25, 1998 and the years ended March 27, 1998 and March 28, 1997..........  F-4
 Consolidated Statements of Stockholders' Equity for the nine months ended
  December 25, 1998 and the years ended March 27, 1998 and March 28,
  1997....................................................................  F-5
 Consolidated Statements of Cash Flows for the nine months ended December
  25, 1998 and the years ended March 27, 1998 and March 28, 1997..........  F-6
 Notes to Consolidated Financial Statements...............................  F-7
OHM Corporation
 Report of Independent Auditors........................................... F-35
 Consolidated Balance Sheets as of December 31, 1997 and 1996............. F-36
 Consolidated Statements of Operations for the three years ended December
  31, 1997................................................................ F-37
 Consolidated Statements of Shareholders' Equity for the three years ended
  December 31, 1997....................................................... F-38
 Consolidated Statements of Cash Flows for the three years ended December
  31, 1997................................................................ F-39
 Notes to Consolidated Financial Statements............................... F-40
Fluor Daniel GTI, Inc.
 Report of Independent Auditors........................................... F-62
 Consolidated Statements of Operations for the year ended October 31,
  1998.................................................................... F-63
 Consolidated Statements of Cash Flows for the year ended October 31,
  1998.................................................................... F-64
 Notes to Consolidated Financial Statements............................... F-65
EFM
 Report of Independent Accountants........................................ F-70
 Statement of Assets Acquired and Liabilities Assumed as of December 31,
  1998.................................................................... F-71
 Statement of Operating Revenue and Expenses for the year ended December
  31, 1998................................................................ F-72
 Notes to Statements...................................................... F-73
Roche Itee, Groupe conseil
 Auditors' Report......................................................... F-77
 Consolidated Balance Sheets as of December 31, 1998 and 1997............. F-78
 Consolidated Statements of Operations for the three years ended December
  31, 1998................................................................ F-79
 Consolidated Statements of Stockholders' Equity for the three years ended
  December 31, 1998....................................................... F-80
 Consolidated Statements of Cash Flows for the three years ended December
  31, 1998................................................................ F-81
 Notes to Consolidated Financial Statements............................... F-82


                                      F-1


                REPORT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS

The Board of Directors
The IT Group, Inc.

   We have audited the accompanying consolidated balance sheets of The IT
Group, Inc. as of December 25, 1998 and March 27, 1998 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the nine months ended December 25, 1998 and for each of the two years in the
period ended March 27, 1998. Our audits also included the financial statement
schedule listed in the index at Item 8. These consolidated financial statements
and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

   In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of The IT Group, Inc. at December 25, 1998 and March 27, 1998 and the
consolidated results of its operations and its cash flows for the nine months
ended December 25, 1998 and each of the two years in the period ended March 27,
1998 in conformity with generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

                                             ERNST & YOUNG LLP

Pittsburgh, Pennsylvania
February 15, 1999, except for the
subsequent event footnote as to
which the date is March 8, 1999

                                      F-2


                               THE IT GROUP, INC.

                          CONSOLIDATED BALANCE SHEETS



                                                        December 25, March 27,
                                                            1998       1998
                                                        ------------ ---------
                                                            (In thousands)
                         ASSETS
                                                               
Current assets:
 Cash and cash equivalents.............................  $  21,265   $  24,765
 Accounts receivable, less allowance for doubtful
  accounts of $18,958,000 and $19,026,000,
  respectively.........................................    338,589     210,630
 Prepaid expenses and other current assets.............     17,308      25,523
 Deferred income taxes.................................     15,919      12,750
                                                         ---------   ---------
   Total current assets................................    393,081     273,668
Property, plant and equipment, at cost:
 Land and land improvements............................      2,166         846
 Buildings and leasehold improvements..................     15,072      18,222
 Machinery and equipment...............................     81,763     159,433
                                                         ---------   ---------
                                                            99,001     178,501
   Less accumulated depreciation and amortization......     51,331     102,480
                                                         ---------   ---------
     Net property, plant and equipment.................     47,670      76,021
Cost in excess of net assets of acquired businesses....    356,619     211,878
Investment in Quanterra................................         --      16,300
Other assets...........................................     17,469      17,557
Deferred income taxes..................................     93,719      73,745
Long-term assets of discontinued operations............     40,048      40,048
                                                         ---------   ---------
   Total assets........................................  $ 948,606   $ 709,217
                                                         =========   =========
         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable......................................  $ 150,912   $  82,597
 Accrued wages and related liabilities.................     44,929      38,395
 Billings in excess of revenues........................      8,219       3,723
 Other accrued liabilities.............................     43,254      42,091
 Short-term debt, including current portion of long-
  term debt............................................     17,603      16,738
 Net current liabilities of discontinued operations....      7,904      15,200
                                                         ---------   ---------
   Total current liabilities...........................    272,821     198,744
Long-term debt.........................................    364,824     240,147
8% convertible subordinated debentures.................     40,235      44,550
Long-term accrued liabilities of discontinued
 operations, net.......................................         --       3,773
Other long-term accrued liabilities....................     31,979      23,755
Minority interest......................................        579      50,098
Commitments and contingencies
Stockholders' equity:
 Preferred stock, $100 par value; 180,000 shares
  authorized...........................................
   7% cumulative convertible exchangeable, 20,556
    issued and outstanding, 24,000 shares authorized...      2,056       2,056
   6% cumulative convertible participating, 46,095 and
    45,271 shares issued and outstanding ..............      4,609       4,451
 Common stock, $.01 par value; 50,000,000 shares
  authorized; 22,675,917 and 9,737,589 shares issued,
  respectively.........................................        227          97
 Treasury stock at cost, 47,484 and 8,078 shares,
  respectively.........................................        (74)        (74)
 Additional paid-in capital............................    348,794     246,681
 Deficit...............................................   (116,984)   (104,893)
 Accumulated other comprehensive income (deficit)......       (460)       (168)
                                                         ---------   ---------
     Total stockholders' equity........................    238,168     148,150
                                                         ---------   ---------
 Total liabilities and stockholders' equity............  $ 948,606   $ 709,217
                                                         =========   =========


    The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-3


                               THE IT GROUP, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share data)



                                                          Twelve Months Ended
                                        Nine Months Ended --------------------
                                          December 25,    March 27,  March 28,
                                              1998          1998       1997
                                        ----------------- ---------  ---------
                                                            
Revenues...............................     $757,435      $442,216   $362,131
Cost and expenses:
  Cost of revenues.....................      666,474       391,126    323,993
  Selling, general and administrative
   expenses............................       41,828        31,774     33,431
  Special charges......................       24,971        14,248      8,403
                                            --------      --------   --------
Operating income (loss)................       24,162         5,068     (3,696)
Other income, net......................           --           716         --
Interest, net..........................      (24,895)       (7,969)    (5,260)
                                            --------      --------   --------
Loss from continuing operations before
 income taxes..........................         (733)       (2,185)    (8,956)
(Provision) benefit for income taxes...       (6,694)       (4,175)       179
                                            --------      --------   --------
Loss from continuing operations........       (7,427)       (6,360)    (8,777)
Discontinued operations--closure costs
 (net of $3,040 income tax benefit)....           --        (4,960)        --
                                            --------      --------   --------
Loss before extraordinary item.........       (7,427)      (11,320)    (8,777)
Extraordinary item--early
 extinguishment of debt (net of $3,497
 income tax benefit)...................           --        (5,706)        --
Net loss...............................       (7,427)      (17,026)    (8,777)
Less preferred stock dividends.........       (4,664)       (6,167)    (4,916)
                                            --------      --------   --------
Net loss applicable to common stock....     $(12,091)     $(23,193)  $(13,693)
                                            ========      ========   ========
Net loss per share basic and diluted:
  Continuing operations (net of
   preferred stock dividends)..........     $  (0.63)     $  (1.28)  $  (1.48)
  Discontinued operations--closure
   costs...............................           --         (0.51)        --
  Extraordinary item--early
   extinguishment of debt..............           --         (0.59)        --
                                            --------      --------   --------
                                            $  (0.63)     $  (2.38)  $  (1.48)
                                            ========      ========   ========




    The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-4


                               THE IT GROUP, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  For nine months ended December 25, 1998 and
                         two years ended March 27, 1998
                                 (In thousands)



                               7%           6%
                           cumulative   cumulative                                          Accumulated
                          convertible   convertible                                            Other
                          exchangeable participating                 Additional            Comprehensive
                           preferred     preferred   Common Treasury  paid-in                 Income
                             stock         stock     stock   stock    capital    Deficit     (Deficit)    Totals
                          ------------ ------------- ------ -------- ---------- ---------  ------------- --------
                                                                                 
Balance at March 29,
 1996...................     $2,400       $   --      $ 91    $(84)   $206,465  $ (68,007)     $  --     $140,865
 Comprehensive income:
  Net loss..............         --           --        --      --          --     (8,777)        --       (8,777)
  Foreign currency
   translation
   adjustments net of
   tax..................         --           --        --      --          --         --        (17)         (17)
                                                                                                         --------
 Comprehensive loss.....                                                                                   (8,794)
                                                                                                         --------
 Net proceeds from
  preferred stock and
  warrants issued to
  Carlyle...............         --        4,117        --      --      36,492         --         --       40,609
 Conversion of preferred
  stock.................       (344)          --         7      --         337         --         --           --
 Restricted stock
  awards, net...........         --           --        (1)     10         214         --         --          223
 Dividends on preferred
  stock.................         --           87        --      --         779     (4,916)        --       (4,050)
                             ------       ------      ----    ----    --------  ---------      -----     --------
Balance at March 28,
 1997...................      2,056        4,204        97     (74)    244,287    (81,700)       (17)     168,853
 Comprehensive income:
  Net loss..............         --           --        --      --          --    (17,026)        --      (17,026)
  Foreign currency
   translation
   adjustments net of
   tax..................         --           --        --      --          --         --       (151)        (151)
                                                                                                         --------
 Comprehensive loss.....                                                                                  (17,177)
                                                                                                         --------
 Restricted stock.......         --           --        --      --         223         --         --          223
 Dividends on preferred
  stock.................         --          247        --      --       2,232     (6,167)        --       (3,688)
 Stock options
  exercised.............         --           --        --      --         (61)        --         --          (61)
                             ------       ------      ----    ----    --------  ---------      -----     --------
Balance at March 27,
 1998...................      2,056        4,451        97     (74)    246,681   (104,893)      (168)     148,150
 Comprehensive income:
  Net loss..............         --           --        --      --          --     (7,427)        --       (7,427)
  Foreign currency
   translation
   adjustments net of
   tax..................         --           --        --      --          --         --       (292)        (292)
                                                                                                         --------
 Comprehensive loss.....                                                                                   (7,719)
                                                                                                         --------
 Restricted stock.......         --           --        --      --          38         --         --           38
 Dividends on preferred
  stock.................         --          158        --      --       1,421     (4,664)        --       (3,085)
 IT shares issued in
  exchange for OHM
  stock, net of stock
  issue costs...........         --           --       130      --     100,654         --         --      100,784
                             ------       ------      ----    ----    --------  ---------      -----     --------
Balance at December 25,
 1998...................     $2,056       $4,609      $227    $(74)   $348,794  $(116,984)     $(460)    $238,168
                             ======       ======      ====    ====    ========  =========      =====     ========


    The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-5


                               THE IT GROUP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                            Twelve Months Ended
                                          Nine Months Ended --------------------
                                            December 25,    March 27,  March 28,
                                                1998          1998       1997
                                          ----------------- ---------  ---------
                                                              
Cash flows from operating activities:
  Net loss..............................      $  (7,427)    $ (17,026) $ (8,777)
    Adjustments to reconcile net loss to
     net cash provided by (used for)
     operating activities:
      Net loss from discontinued
       operations.......................             --         4,960        --
      Extraordinary charge for early
       retirement of debt...............             --         3,640        --
      Depreciation and amortization.....         20,094        13,158    14,363
      Non-recurring special charges.....         24,971         5,743        --
      Deferred income taxes.............          6,187           678       370
      Other.............................             13          (980)      (45)
  Changes in assets and liabilities, net
   of effects from acquisitions and
   dispositions of businesses:
    (Increase) decrease in receivables..        (88,612)          386    25,422
    (Increase) decrease in prepaid
     expenses and other current assets..           (364)         (717)      601
    Increase (decrease) in accounts
     payable............................         65,359        (7,687)      905
    (Decrease) increase in accrued wages
     and related liabilities............        (14,825)       (4,471)    2,473
    Increase (decrease) in billings in
     excess of revenues.................          4,496        (4,634)    5,183
    (Decrease) increase in other accrued
     liabilities........................        (30,190)        1,591    (2,111)
    (Decrease) increase in other long-
     term accrued liabilities...........         (3,126)          733       452
    Decrease in liabilities of
     discontinued operations............        (11,069)      (14,914)  (14,041)
                                              ---------     ---------  --------
    Net cash (used for) provided by
     operating activities...............        (34,493)      (19,540)   24,795
Cash flows from investing activities:
  Capital expenditures..................         (6,860)       (4,766)   (3,361)
  Investment in Quanterra...............             --            --    (3,325)
  Proceeds from sale of equity interest
   in Quanterra.........................          5,750            --        --
  Proceeds from disposition of business              --         2,800        --
  Acquisition of businesses, net of cash
   acquired.............................        (81,332)     (163,189)   (1,455)
  Other, net............................          1,003        (4,896)      700
                                              ---------     ---------  --------
  Net cash used by investing
   activities...........................        (81,439)     (170,051)   (7,441)
Cash flows from financing activities:
  Financing costs.......................         (6,179)       (4,113)       --
  Repayments of long-term borrowings....       (409,690)      (68,666)     (438)
  Long-term borrowings..................        531,015       210,940       962
  Net proceeds from issuance of
   preferred stock                                   --            --    40,609
  Dividends paid on preferred stock.....         (2,714)       (2,702)   (4,050)
  Issuances of common stock, net........             --            --       (33)
                                              ---------     ---------  --------
  Net cash provided by financing
   activities...........................        112,432       135,459    37,050
                                              ---------     ---------  --------
Net (decrease) increase in cash and cash
 equivalents............................         (3,500)      (54,132)   54,404
Cash and cash equivalents at beginning
 of period..............................         24,765        78,897    24,493
                                              ---------     ---------  --------
Cash and cash equivalents at end of
 period.................................      $  21,265     $  24,765  $ 78,897
                                              =========     =========  ========


    The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-6


                               THE IT GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Summary of significant accounting policies:

 Basis of presentation and principles of consolidation

   The consolidated financial statements include The IT Group, Inc. (formerly
International Technology Corporation) (IT or the Company) and its wholly-owned
and majority-owned subsidiaries. The Company uses the equity method to account
for certain joint ventures in which the Company does not have in excess of 50%
of voting control. Intercompany transactions are eliminated.

   On June 9, 1998, the Board of Directors of IT approved a change in IT's
fiscal year end from the last Friday in March of each year to the last Friday
of December of each year. The report covering the transition period is IT's
Annual Report on Form 10-K for the nine months ended December 25, 1998.

 Estimates used in the preparation of the consolidated financial statements

   The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and the accompanying notes. Actual results inevitably will differ from those
estimates and such differences may be material to the consolidated financial
statements.

 Recent Accounting Pronouncements

   In June of 1998, the Financial Accounting Standards Board (FASB) issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities". This statement will be required to be adopted as of the first
fiscal quarter of the year 2000. The Company intends to adopt FASB No. 133 by
the effective date although earlier adoption is permitted. The statement
requires the swap agreements, used by the Company to manage the interest rate
risks associated with the variable nature of the Company's Credit Facilities,
to be recorded at fair market value and reflected in earnings. The Company has
evaluated its existing interest rate contracts and management does not believe
that the effect of market volatility on interest rates will have a material
effect on earnings for the existing contracts including anticipated
modifications.

                                      F-7


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


 Transition Period

   The Company elected to change its fiscal year-end from the last Friday in
March to the last Friday in December effective for the nine months ended
December 25, 1998. Comparative information for the nine months ended December
25, 1998, December 26, 1997 and December 27, 1996 is as follows:



                                                  Nine Months Ended
                                        --------------------------------------
                                        December 25, December 26, December 27,
                                            1998         1997         1996
                                        ------------ ------------ ------------
                                                     (unaudited)  (unaudited)
                                        (In thousands, except per share data)
                                                         
Revenues...............................   $757,435     $306,178     $266,419
Cost of revenues.......................    666,474      271,572      239,778
                                          --------     --------     --------
Gross profit...........................     90,961       34,606       26,641
Selling, general and administrative
 expense...............................     41,828       21,182       25,339
Special charges........................     24,971        8,554        8,403
                                          --------     --------     --------
Operating income (loss)................     24,162        4,870       (7,101)
Interest, net..........................    (24,895)      (3,386)      (4,105)
                                          --------     --------     --------
Income (loss) from continuing
 operations............................       (733)       1,484      (11,206)
(Provision) benefit for income taxes...     (6,694)      (4,316)       1,146
                                          --------     --------     --------
Net loss...............................     (7,427)      (2,832)     (10,060)
                                          --------     --------     --------
Less preferred stock dividends.........     (4,664)      (4,609)      (3,395)
                                          --------     --------     --------
Net loss applicable to common stock....   $(12,091)    $ (7,441)    $(13,455)
                                          ========     ========     ========
Basic and diluted loss per common
 share.................................   $  (0.63)    $  (0.76)    $  (1.48)
                                          ========     ========     ========


 Cash equivalents

   Cash equivalents include highly liquid investments with an original maturity
of three months or less.

 Contract accounting and accounts receivable

   The Company primarily derives its revenues from providing environmental
management services in the United States, principally to federal, state and
local governmental entities, large industrial companies, utilities and waste
generators. Services are performed under time-and-material, cost-reimbursement,
fixed-price and unit-bid contracts. The Company's contracts are generally
completed within 2 years.

   Revenues from time-and-material and cost-reimbursement contracts are
recognized as costs are incurred. Estimated fees on such contracts and revenues
on fixed-price and certain unit-bid contracts are recognized under the
percentage-of-completion method determined based on the ratio of costs incurred
to estimated total costs. Anticipated losses on contracts are recorded as
identified. Certain contracts include provisions for revenue adjustments to
reflect scope changes and other matters, including claims, which require
negotiations with clients to settle the amounts in the ordinary course of
business, leading to some estimates of claim or scope change amounts being
included in revenues. When such amounts are finalized, any changes from the
estimates are reflected in earnings.

   Included in accounts receivable, net at December 25, 1998 are billed
receivables, unbilled receivables and retention in the amounts of $269.0
million, $60.6 million and $9.0 million, respectively. Billed receivables,
unbilled receivables and retention from the U.S. Government as of December 25,
1998 were $145.6 million,

                                      F-8


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

$37.5 million and $2.2 million, respectively. At March 27, 1998, billed
receivables, unbilled receivables and retention were $172.7 million, $27.0
million and $10.9 million, respectively. Billed receivables, unbilled
receivables and retention from the U.S. Government as of March 27, 1998 were
$93.1 million, $9.9 million and $2.2 million, respectively.

   Unbilled receivables typically represent amounts earned under the Company's
contracts but not yet billable according to the contract terms, which usually
consider the passage of time, achievement of certain milestones, negotiation of
change orders or completion of the project. Generally, unbilled receivables are
expected to be billed and collected in the subsequent year. Billings in excess
of revenues represent amounts billed in accordance with contract terms, which
are in excess of the amounts includable in revenue.

   Included in accounts receivable at December 25, 1998 is approximately $31.6
million associated with claims and unapproved change orders, which are believed
by management to be probable of realization. Most of these claims and change
orders are being negotiated or are in arbitration and should be settled within
one year. This amount includes contract claims in litigation (see Notes to
Consolidated Financial Statements--Contingencies). While management believes no
material loss will be incurred related to these claims and change orders, the
actual amounts realized could be materially different than the amount recorded.

   The Company performs periodic evaluations of its clients' financial
condition and generally does not require collateral. At December 25, 1998,
accounts receivable are primarily concentrated in federal, state and local
governmental entities and in commercial clients in which the Company does not
believe there is any undue credit risk.

 Property, plant and equipment

   The cost of property, plant and equipment is depreciated using primarily the
straight-line method over the following useful lives of the individual assets:
buildings--20 to 30 years, land improvements--3 to 20 years, and machinery and
equipment--3 to 10 years including salvage value. Amortization of leasehold
improvements is provided using the straight-line method over the term of the
respective lease.

 Interest

   Interest incurred was $25.9 million, $10.7 million and $7.2 million for the
nine months ended December 25, 1998, the twelve months ended March 27, 1998 and
the twelve months ended March 28, 1997, respectively.

   Interest income is principally earned on the Company's investments in cash
equivalents and was $1.0 million, $2.8 million and $1.9 million for the nine
months ended December 25, 1998, the twelve months ended March 27, 1998 and the
twelve months ended March 28, 1997, respectively.

 Intangible assets

   Cost in excess of net assets of acquired businesses is amortized over 20 to
40 years on a straight-line basis. Accumulated amortization was $16.6 million
at December 25, 1998 and $9.6 million at March 27, 1998. On an ongoing basis,
when there are indicators of impairment such as recurring losses, the Company
evaluates the carrying value of intangibles resulting from business
acquisitions. If such indicators are apparent, the Company compares the
carrying value of the intangibles to the estimated future undiscounted cash
flows expected to be generated from the businesses acquired over the remaining
life of goodwill. If the undiscounted cash flows are less than the carrying
value of the intangibles, the cash flows will be discounted to present value
and the intangibles will be reduced to this amount. There has been no
impairment for the nine months ended December 25, 1998, the twelve months ended
March 27, 1998 and the twelve months ended March 28, 1997. Other intangibles
arising principally from acquisitions are amortized on a straight-line basis
over the periods not exceeding 20 years.

                                      F-9


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


 Stock-based compensation

   The Company grants stock options for a fixed number of shares to employees
and members of the Board of Directors with an exercise price equal to the fair
value of the shares at the date of grant. The Company accounts for its stock
grants in accordance with APB Opinion No. 25, "Accounting for Stock Issued to
Employees," ("APB No. 25") and the related interpretations. The pro forma
information regarding net income and earnings per share as required by
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" (SFAS No. 123) is disclosed in the note Stock incentive
plans: Compensation cost.

 Changes in Presentation of Comparative Financial Statements

   Certain amounts in the March 27, 1998 financial statements were reclassified
to conform with the presentation in the current period.

 Risks and uncertainties

   The Company provides a broad range of environmental and hazardous waste
remediation services to its clients located primarily in the United States. The
assessment, remediation, analysis, handling and management of hazardous
substances necessarily involve significant risks, including the possibility of
damages or injuries caused by the escape of hazardous materials into the
environment, and the possibility of fines, penalties or other regulatory
action. These risks include potentially large civil and criminal liabilities
for violations of environmental laws and regulations, and liability to clients
and to third parties for damages arising from performing services for clients,
which could have a material adverse effect on the consolidated financial
condition, liquidity and results of operations of the Company. Although the
Company believes that it generally benefits from increased environmental
regulations and from enforcement of those regulations, increased regulation and
enforcement also create significant risks for the Company.

   The Company does not believe there are currently any material environmental
liabilities related to continuing operations not already recorded or disclosed
in its financial statements. The Company anticipates that its compliance with
various laws and regulations relating to the protection of the environment will
not have a material effect on its capital expenditures, future earnings or
competitive position.

   The Company's revenue from governmental agencies accounted for 74%, 63% and
67% of revenue for the nine months ended December 25, 1998, the twelve months
ended March 27, 1998 and the twelve months ended March 28, 1997, respectively.
Because of its dependence on government contracts, the Company also faces the
risks associated with such contracting, which could include civil and criminal
fines and penalties. As a result of its government contracting business, the
Company has been, is and may in the future be subject to audits and
investigations by government agencies. The fines and penalties which could
result from noncompliance with the Company's government contracts or
appropriate standards and regulations, or the Company's suspension or debarment
from future government contracting, could have a material adverse effect on the
consolidated financial condition, liquidity and results of operations of the
Company. The dependence on government contracts will also continue to subject
the Company to significant financial risk and an uncertain business environment
caused by any federal budget reductions.

   In addition to the above, there are other risks and uncertainties that
involve the use of estimates in the preparation of the Company's consolidated
financial statements. (See Business Acquisitions and Commitments and
contingencies.)

                                      F-10


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


 Fair value of financial instruments (continuing operations)

   The following methods and assumptions were used by the Company in estimating
the fair value of its financial instruments:

   Cash and cash equivalents: The carrying amount reported in the balance sheet
approximates its fair value.

   Long and short-term debt: The fair value of the 8% convertible subordinated
debentures was based on a quoted market price at December 25, 1998. The
carrying amount of the credit agreement and other debt approximates its fair
value.

   The carrying amounts and estimated fair values of the Company's financial
instruments are:



                                         December 25, 1998    March 27, 1998
                                        ------------------- -------------------
                                        Carrying Estimated  Carrying Estimated
                                         amount  fair value  amount  fair value
                                        -------- ---------- -------- ----------
                                                    (In thousands)
                                                         
Cash and cash equivalents.............. $ 21,265  $ 21,265  $ 24,765  $ 24,765
Long and short-term debt:
  Credit agreement debt:
    Revolver borrowings outstanding--
     pre-OHM merger....................       --        --    33,200    33,200
    Revolver borrowings outstanding....  143,000   143,000   126,293   126,293
    Term Loan..........................  225,750   225,750    80,000    80,000
  8% Convertible Subordinated
   Debentures--Due October 1, 2006.....   44,548    40,650    46,753    45,643
  Other................................    9,364     9,364    15,189    15,189


Business Acquisitions:

 Fluor Daniel GTI, Inc.

   On December 3, 1998, the Company acquired the outstanding common stock of
Fluor Daniel GTI, Inc. (GTI), an environmental consulting, engineering and
construction management services company. GTI operates mainly throughout the
United States with minor foreign operations. Total consideration amounted to
$69.4 million plus approximately $2.0 million in transaction costs. This
transaction was accounted for as a purchase in accordance with Accounting
Principles Board (APB) No. 16. The excess of the purchase price over the fair
value of assets acquired and liabilities assumed in the merger of $16.3 million
is primarily classified as cost in excess of net assets of acquired businesses
and is being amortized over forty years.

   The estimated fair value of the assets acquired and liabilities assumed of
GTI are as follows:



Description                                                          Amount
- -----------                                                      --------------
                                                                 (In thousands)
                                                              
Current assets.................................................     $91,644
Property and equipment.........................................       3,587
Intangibles, primarily cost in excess of net assets of acquired
 businesses....................................................      16,324
Other long term assets.........................................       5,972
Current liabilities............................................      46,130


                                      F-11


                              THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   As a result of the merger with GTI, the Company has adopted a plan and
commenced the process of reducing over 300 personnel in the corporate,
selling, general and administrative areas, business development and proposal
preparation, and from the elimination of a regional operating structure, which
resulted in the combination or closure of fifteen existing facilities. The
acquired balance sheet includes transition accruals of $3.5 million in
severance costs and $4.4 million in office closure and lease termination
costs. As of December 25, 1998, the Company paid $0.6 million and $0.3 million
in severance and office closure and lease termination costs, respectively. The
balance of severance costs is anticipated to be paid within nine months and
the balance relating to office lease costs will be paid over the next four
years. There has been no adjustment to the transition accruals from the
acquisition date and there are no known significant unresolved liabilities
anticipated by the Company in the transition plan.

   The purchase price allocation is preliminary and based upon information
currently available. Management is continuing to gather and evaluate
information regarding the valuation of assets and liabilities at the date of
the acquisition. Management does not anticipate material changes to the
preliminary allocation.

 OHM Acquisition

   In January 1998, the Company entered into a merger agreement to acquire OHM
Corporation (OHM), an environmental and hazardous waste remediation company
servicing primarily industrial, federal government and local government
agencies located primarily in the United States. The transaction was effected
through a two-step process for a total purchase price of $303.4 million
consisting of (a) the acquisition of 54% of the total outstanding shares
through a cash tender offer, which was consummated on February 25, 1998, at
$11.50 per share for 13.9 million shares of OHM common stock, for a total
consideration of $160.2 million plus $4.6 million in acquisition costs and (b)
the acquisition on June 11, 1998 of the remaining 46% of the total outstanding
shares through the exchange of 12.9 million shares of Company common stock
valued at $8.04 per share, or $103.8 million and payment of $30.8 million plus
$4.0 million in acquisition costs.

   This transaction was accounted for as a step acquisition and therefore the
effects of the first phase of the merger were included in the March 27, 1998
financial statements and the effects of both phases were included in the June
26, 1998 financial statements. The excess of the purchase price over the fair
value of assets acquired and liabilities assumed in the merger of $328.5
million has been finalized during the nine months ended December 25, 1998 and
is classified as cost in excess of net assets of acquired businesses with
amortization over forty years.

   The estimated fair value of the assets acquired and liabilities assumed of
OHM as adjusted are as follows:



Description                                                           Amount
- -----------                                                       --------------
                                                                  (In thousands)
                                                               
Current assets...................................................    $117,309
Property and equipment...........................................      19,324
Cost in excess of net assets of acquired businesses..............     328,495
Other long term assets...........................................      72,666
Current liabilities..............................................     126,385
Long term liabilities, primarily debt............................     107,924


   As a result of the merger with OHM, the Company has adopted a plan and
commenced the process of reducing over 500 personnel in the corporate,
selling, general and administrative areas, business development and proposal
preparation, and from the elimination of a regional operating structure, which
resulted in the combination or closure of fourteen existing facilities. The
acquired balance sheet included an estimated accrual of $10.5 million in
severance and office closure and lease termination costs. As management
continued to

                                     F-12


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

gather and evaluate information regarding the plan, the accrual was adjusted to
$13.9 million (including $5.9 million for severance and $8.0 million for office
closure and lease termination costs), which increased costs in excess of net
assets of acquired businesses by $3.4 million since the date of the acquired
balance sheet. As of December 25, 1998, the Company paid $3.3 million in
severance costs and $4 million in office closure and lease termination costs.
The balance of severance costs is anticipated to be paid within next year and
the balance relating to office lease costs will be paid over the next seven
years. There are no known significant unresolved liabilities anticipated by the
Company in the transition plan.

 Pro Forma Effects of Acquisitions

   The following unaudited pro forma condensed statements of operations gives
effect to the GTI acquisition as if the acquisition occurred on March 28, 1997
and the effect of the OHM merger as if this merger occurred on March 29, 1996.
Basic and diluted loss per share has been calculated utilizing the basic and
diluted weighted average of IT shares outstanding during the periods adjusted
for approximately 12.9 million shares of common stock issued June 11, 1998 for
the OHM acquisition assuming the 12.9 million shares were outstanding as of the
beginning of the periods presented.



                                                      Twelve Months Ended
                               Nine months ended -----------------------------
                               December 25, 1998 March 27, 1998 March 28, 1997
                                   Pro Forma       Pro Forma      Pro Forma
                               ----------------- -------------- --------------
                                    (In thousands, except per share data)
                                                       
Revenues......................     $897,284        $1,119,115      $984,945
Loss from continuing
 operations before
 extraordinary item...........       (3,680)          (53,074)      (12,280)
Net loss......................       (9,771)          (48,602)      (12,280)
Net loss applicable to common
 stock........................      (14,435)          (54,769)      (17,196)
Loss per share:
  Basic and diluted...........        (0.64)            (2.42)        (0.78)


   The above amounts are based upon certain assumptions and estimates which the
Company believes are reasonable. The pro forma results do not reflect
anticipated cost savings and do not necessarily represent results which would
have occurred if the GTI and OHM mergers had taken place at the date and on the
basis assumed above.

 Other Acquisitions

   The Company acquired certain other businesses during the twelve months ended
March 27, 1998 and the twelve months ended March 28, 1997 for aggregate
consideration of $12.3 million and $1.5 million, respectively. These
acquisition agreements include potential contingent payments. The Company paid
$1.3 million in cash under two of these agreements through December 25, 1998.
Potential future contingent payments relating to these acquisitions as of
December 25, 1998 range from a low of $1.9 million to a maximum of
approximately $9.1 million. The Company paid $1.9 million in January 1999. In
accordance with Accounting Principles Board Opinion No. 16--Business
Combinations, these acquisitions were accounted for using the purchase method
and in the aggregate were not material to require disclosure of pro forma
financial information. In addition, in connection with the acquisition of OHM,
the Company assumed the potential future earnout payments relating to Beneco, a
company acquired by OHM in June 1997, which range from a low of zero to a
maximum of $10.0 million. See Subsequent Events also for acquisitions after
December 25, 1998.

                                      F-13


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


Consolidated statements of cash flows supplemental disclosures:

   Supplemental cash flow information is:



                                                           Twelve Months Ended
                                         Nine Months Ended -------------------
                                           December 25,    March 27, March 28,
                                               1998          1998      1997
                                         ----------------- --------- ---------
                                                    (In thousands)
                                                            
Interest paid, net of amounts
 capitalized............................     $ 24,634      $ 11,060   $6,713
Interest received.......................        1,008         2,652    1,730
Income taxes paid.......................          335           770      287
Income tax refunds received.............           --             3    1,178
Acquisition liabilities assumed.........       66,050       218,440    6,346
Stock issued in connection with
 acquisitions...........................      103,810            --       --


Special Charges:

   Asset Sales. On May 27, 1998, the Company's Board of Directors considered
and approved the divestiture of certain non-core assets. The non-core assets
primarily include the Company's 19% common stock ownership interest in
Quanterra, Inc., (an environmental laboratory business) and the assets
associated with the Company's Hybrid Thermal Treatment System (HTTS(R))
business (thermal transportable incineration equipment). As a result of these
actions, the Company recorded a non-cash charge of $25.0 million in the three
months ending June 26, 1998 including $10.6 million (net of cash proceeds of
$5.8 million) related to the sale of the Quanterra investment and $14.4
million, primarily related to assets associated with the HTTS(R) business.

   Special charges of $14.2 million were recorded in the twelve months ended
March 27, 1998. The charges include $5.7 million for integration costs
associated with the acquisition of OHM, a $3.9 million non-cash charge related
to a project claim settlement, a $2.8 million charge associated with the
relocation of the Company's corporate headquarters, and a $1.8 million loss
from the sale of a small remediation services business.

   OHM. The $5.7 million special charge for integration costs associated with
the acquisition of OHM included $2.2 million of costs for severance and $3.5
million of costs and other related items for closing and consolidating the
Company's offices with OHM offices. As part of the plan of integration, the
Company identified slightly more than 100 IT employees, primarily in the
operating group and administrative support functions, to be laid-off. In
addition, the Company approved a plan for restructuring IT offices in which it
would close three leased facilities, reduce the size of three more facilities
and sublease a portion of eight additional facilities. As of December 25, 1998,
$1.3 million of the integration charge remained to be paid. The remaining costs
relate to the facility closures and office consolidations and will be paid over
the remaining terms of the leases. Most of these lease commitments will be paid
within the next three years. One lease requires payments over the next seven
years.

   Helen Kramer. In December 1997, the Company settled a contract claim which
has been outstanding in excess of five years with the US Army Corps of
Engineers, the U.S. Environmental Protection Agency (USEPA) and the Department
of Justice (jointly "Government") arising out of work performed by the joint
venture of IT and Davy International at the Helen Kramer Superfund project. On
December 26, 1997, the joint venture received a $14.5 million payment from the
Government to resolve all outstanding project claims related to additional work
resulting from differing site conditions. In early January 1998, the joint
venture paid $4.3 million to the Government to resolve related civil claims by
the Government. IT's share of the joint venture results is 60%, accordingly, IT
received net cash of $6.0 million, its proportionate share of the settlement.
In December 1997, the Company recorded a non-cash pre-tax charge of $3.9
million as the cash received was less

                                      F-14


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

than the unbilled and billed receivables related to this project which totaled
approximately $9.2 million and $0.7 million, respectively.

   Relocation. The special charges that occurred in the first quarter of the
twelve months ended March 27, 1998 resulted from the relocation of the
Company's corporate headquarters from Torrance, California to Monroeville
(Pittsburgh), Pennsylvania and the sale of its California based small project
remediation services business. The headquarters relocation consolidated the
corporate overhead functions with the Company's largest operations office and
moved it closer to its lenders and largest shareholders which are located in
the Eastern United States. As a result of this relocation, the Company incurred
a pre-tax charge of $2.8 million. The relocation charge included $0.8 million
of costs for severance, $0.9 million of costs for the relocation of IT
employees, $0.7 million of costs related to the closure of the offices in
Torrance, California and $0.4 million of other related costs. As part of this
relocation, 32 employees were laid off, primarily corporate management and
administrative support personnel. As of December 25, 1998, these amounts have
been paid. In May 1997, the Company incurred a non-cash pre-tax charge of $1.8
million to sell its California based small projects remediation services
business.

   Restructuring. In conjunction with the corporate restructuring which was
initiated in the second quarter of the twelve months ended March 28, 1997, the
Company incurred a pre-tax restructuring charge of $8.4 million. The
restructuring charge included $3.4 million of costs for severance, $4.1 million
of costs for closing and reducing the size of a number of the Company's
offices, and $0.9 million of costs for other related items. As part of the plan
of termination, the Company laid-off 133 employees and paid over $2.5 million
in termination benefits. In addition, the Company approved a plan to close five
leased facilities and reduce the size of eleven other leased facilities by
either sublease or abandonment. Most of the remaining costs to be paid relate
to the facility closures and office space reductions which will be paid out
over the terms of the lease. One of these facility closures has a remaining
lease obligation of approximately six years. At December 25, 1998, $0.9 million
of the charge remained to be paid.

Long-term debt:

   Long-term debt consists of the following:



                                                        December 25, March 27,
                                                            1998       1998
                                                        ------------ ---------
                                                            (In thousands)
                                                               
8% Convertible Subordinated Debentures--Due October 1,
   2006................................................   $ 44,548   $ 46,753
Credit Agreement Debt:
  Revolver borrowings outstanding......................         --     33,200
  Revolver borrowings outstanding......................    143,000    126,293
  Term Loan............................................    225,750     80,000
Other..................................................      9,364     15,189
                                                          --------   --------
                                                           422,662    301,435
Less current portion...................................     17,603     16,738
                                                          --------   --------
                                                          $405,059   $284,697
                                                          ========   ========


   Aggregate maturity of long-term debt, including annual mandatory sinking
fund payments for the convertible subordinated debentures, for the five fiscal
years following December 25, 1998 is: 1999, $17.6 million; 2000, $9.4 million;
2001, $8.8 million; 2002, $8.8 million; 2003 and thereafter $378.0 million.

   The convertible subordinated debentures are convertible into 45.04 shares of
common stock and $107.50 cash per $1,000 unit with interest payable
semiannually on April 1 and October 1, and are redeemable at the

                                      F-15


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

option of the Company. The convertible subordinated debentures require annual
mandatory sinking fund payments of 7.5% of the principal amount which commenced
in 1996, and continue through October 1, 2005.

   IT executed the OHM Tender Offer with a $240.0 million credit facility (the
"credit facilities"). The credit facilities were used to complete the Tender
Offer, to refinance IT's $65.0 million principal amount of senior notes and for
working capital purposes during the period from the Tender Offer closing date
of February 25, 1998 until the merger closing date of June 11, 1998. Loans made
under the credit facilities bore interest at a rate equal to LIBOR plus 2.50%
per annum (or the lender's base rate plus 1.50% per annum) through
June 10, 1998, at the Company's option and required no amortization. The
Company recorded an extraordinary charge of $9.2 million, reduced by $3.5
million of deferred tax benefit, as the result of the early extinguishment of
existing debt necessary to obtaining the credit facilities. On June 11, 1998,
upon consummation of the second step of the OHM acquisition (see Business
Acquisitions), the Company's credit facilities were refinanced. As such, the
Company classified applicable portions of the credit facilities outstanding as
of March 27, 1998 as long-term debt in accordance with the provisions of the
credit facilities.

   After the refinancing in conjunction with the OHM Merger, the credit
facilities consist of an eight-year amortizing term loan (term loans) of $228.0
million and a six-year revolving credit facility (revolving loans) of $185.0
million that contains a sublimit of $50.0 million for letter of credit
issuance. The term loans made under the credit facilities bear interest at a
rate equal to LIBOR plus 2.50% per annum (or the lender's base rate plus 1.50%
per annum) and amortize on a semi-annual basis in aggregate annual installments
of $4.5 million for the first six years after the OHM Merger, with the
remainder payable in eight equal quarterly installments in the seventh and
eighth years after the OHM Merger. The revolving loans made under the credit
facilities bear interest at a rate equal to LIBOR plus 2.00% per annum (or the
lender's base rate plus 1.00% per annum). Six months after completion of the
merger, adjustments to the interest rates were made based on the ratio of IT's
consolidated total debt to consolidated earnings before interest, taxes,
depreciation and amortization. The credit facilities are secured by a security
interest in substantially all of the assets of the Company and its
subsidiaries. In addition, the facilities include representations, warranties
and covenants customary for facilities of this type that include various
financial covenants and limitations (subject to certain exceptions) on
indebtedness, lease obligations, mergers and acquisitions and other fundamental
changes prohibit the payment of cash dividends on common stock and limit
capital expenditures. The credit facilities also include customary events of
default. Events constituting defaults include a change of control of IT
including among other things, the disposition under certain circumstances of
the Company's 6% Cumulative Convertible Participating Preferred Stock and
warrants on or after the funding of the credit facilities on June 11, 1998, to
a person other than the Preferred Stock Group (see Notes to Consolidated
Financial Statements--Preferred stock).

   On September 14, 1998, the lenders under the credit facilities approved the
first amendment to the agreement covering the credit facilities to increase the
revolving credit facility from $150.0 million to $185.0 million. This increase
in revolver funding availability was based upon growth projections of the
Company's business, the increase in seasonality of revenue streams related to
OHM contracts and to create additional flexibility to finance further strategic
and diversifying acquisitions, particularly due to turmoil in the long-term
credit markets during the second half of 1998.

   At October 26, 1998, the lenders under the credit facilities approved the
second amendment to the loan agreement. This second amendment provided for the
acquisition of GTI as a permitted acquisition under the credit facilities,
provided for the borrowing of up to $35.0 million under the revolving credit
facility to make the GTI acquisition and amended the financial covenants to
provide for the effects of the GTI acquisition. IT closed the acquisition of
GTI on December 3, 1998. The GTI acquisition was funded through the use of the
Company's cash on hand, borrowing of $35.0 million under the revolving facility
and use of $20.0 million of GTI's cash on hand, which was loaned to the Company
and is evidenced by an interest bearing promissory note payable on demand.
Letters of credit outstanding at December 25, 1998 were $20.4 million.

                                      F-16


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   As required by the credit facilities, on August 11, 1998, the Company
executed a six year swap agreement with a large multi national banking
organization. The swap agreement is based upon a notional amount of $126.0
million wherein the Company, the fixed-rate payer, pays (receives) the
difference between 3-month LIBOR and a fixed rate of 5.58% with its swap
counter-party, the floating-rate payer. The LIBOR rate is adjusted quarterly
and amounts owning or due are settled at each quarterly reset date. The Company
charges (credits) amounts exchanged under the swap to interest expense. Net
credits to the Company in the nine months ended December 25, 1998 were not
material. The swap agreement contains a one time cancellation option for the
counter-party and an imbedded interest rate cap for the Company. At any
quarterly reset date beginning with February 11, 2000, the counter-party, at
its option, may cancel the swap agreement for the remaining term. If the
counter-party elects to exercise its cancellation option, the Company receives
the benefit of a 7% interest rate cap on the notional amount of $126.0 million.
The terms of the interest rate cap allow the Company to utilize the interest
rate cap for any six quarterly periods during the term of the swap agreement
remaining after exercise of the cancellation option by the counter-party. The
election of the six quarterly cap periods by the Company need not be
consecutive quarters. The mark to market value of the swap at December 24, 1998
represents a cost to the Company of $3.3 million. This value is based on 1) the
shape of the yield curve at the valuation date, 2) the assumption that future
rate changes are parallel shifts along the yield curve at all points, 3) LIBOR
futures prices at the measurement date and 4) that option volatility remains
unchanged from current levels. The market value of the swap, assuming only a 50
basis point increase in LIBOR rates, is a positive $1.2 million, reflecting the
significant change in market values associated with small interest rate
changes.

   The Company also has various miscellaneous outstanding notes payable and
capital lease obligations totaling $9.4 million. These notes payable mature at
various dates between January 1999 and November 2000, at interest rates ranging
from to 7.5% to 8.6%.

Income taxes:

   Income tax provision (benefit), net of changes in the deferred tax valuation
allowance, consists of the following:



                                                             Twelve Months Ended
                                           Nine Months Ended -------------------
                                             December 25,    March 27, March 28,
                                                 1998          1998      1997
                                           ----------------- --------- ---------
                                                      (In thousands)
                                                              
Current:
  Federal.................................      $   57        $    54    $(764)
  State...................................         450            559      215
                                                ------        -------    -----
                                                   507            613     (549)
                                                ------        -------    -----
Deferred:
  Federal.................................       5,696         (2,801)     336
  State...................................         491           (174)      57
  Foreign.................................          --             --      (23)
                                                ------        -------    -----
                                                 6,187         (2,975)     370
                                                ------        -------    -----
  Total provision (benefit)...............      $6,694        $(2,362)   $(179)
                                                ======        =======    =====



                                      F-17


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   Income tax provision (benefit) is included in the statements of operations
as follows:



                                                            Twelve Months Ended
                                          Nine Months Ended -------------------
                                            December 25,    March 27, March 28,
                                                1998          1998      1997
                                          ----------------- --------- ---------
                                                     (In thousands)
                                                             
Continuing operations before
 extraordinary items....................       $6,694        $ 4,175    $(179)
Extraordinary item: early extinguishment
 of debt................................           --         (3,497)      --
                                                6,694            678     (179)
Discontinued operations.................           --         (3,040)      --
                                               ------        -------    -----
  Total provision (benefit).............       $6,694        $(2,362)   $(179)
                                               ======        =======    =====


   A reconciliation of the provision (benefit) for income taxes on the total
provision (benefit) computed by applying the federal statutory rate of 34% to
the loss from continuing operations before income taxes and the reported
provision (benefit) for income taxes of the total provision (benefit) is as
follows:



                                                            Twelve Months Ended
                                          Nine Months Ended -------------------
                                            December 25,    March 27, March 28,
                                                1998          1998      1997
                                          ----------------- --------- ---------
                                                     (In thousands)
                                                             
Income tax benefit computed at statutory
 federal income tax rate................       $  (249)      $  (743)  $(3,045)
State income taxes, net of federal tax
 benefit, if any........................           335           504       179
Equity in income (loss) of foreign
 subsidiaries...........................            --           121        --
Amortization of cost in excess of net
 assets of acquired businesses..........         2,557           287       100
Extraordinary item: early extinguishment
 of debt................................            --        (3,129)       --
Discontinued operations.................            --        (2,720)       --
Federal deferred tax asset valuation
 allowance adjustment...................         6,059         1,906     2,597
Research and development tax credits....        (2,540)           --        --
Other...................................           532         1,412       (10)
                                               -------       -------   -------
  Total provision (benefit).............       $ 6,694       $(2,362)  $  (179)
                                               =======       =======   =======


                                      F-18


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   At December 25, 1998 and March 27, 1998, the Company had deferred tax assets
and liabilities as follows:



                                                         December 25, March 27,
                                                             1998        1998
                                                         ------------ ---------
                                                             (In thousands)
                                                                
Deferred tax assets:
  Closure accruals--discontinued operations.............   $ 11,229   $ 15,771
  NOL carryforwards.....................................     64,490     72,319
  Tax basis in excess of book basis in Quanterra........         --     11,145
  Capital loss carryover................................     17,446         --
  Alternative minimum tax credit carryforwards..........      3,458      3,458
  Investment and other tax credit carryforwards.........     12,750     10,474
  Other accrued liabilities.............................      5,458     17,050
  Asset basis difference--OHM and GTI...................     62,292     25,987
  Other, net............................................     23,253      7,933
                                                           --------   --------
    Gross deferred tax asset............................    200,376    164,137
  Valuation allowance for deferred tax asset............    (50,267)   (31,865)
                                                           --------   --------
    Total deferred tax asset............................    150,109    132,272
Deferred tax liabilities:
  Tax depreciation in excess of book depreciation.......    (17,120)   (19,465)
  Asset basis difference--discontinued operations.......    (11,576)   (13,012)
  Other, net............................................    (11,775)   (13,300)
                                                           --------   --------
    Total deferred tax liabilities......................    (40,471)   (45,777)
                                                           --------   --------
    Net deferred tax asset..............................   $109,638   $ 86,495
                                                           ========   ========
Net current asset.......................................   $ 15,919   $ 12,750
  Net noncurrent asset..................................     93,719     73,745
                                                           --------   --------
    Net deferred tax asset..............................   $109,638   $ 86,495
                                                           ========   ========


   Approximately $15.2 million and $3.9 million of the valuation allowance
relates to the OHM and GTI acquisitions, respectively. Tax benefits
subsequently recognized that are related to these amounts will reduce cost in
excess of net assets of acquired businesses.

   At December 25, 1998, the Company had net operating losses (NOL's), tax
credit carryforwards and capital losses with expiration dates as follows:



                                                   Research
                                           Net        and              Capital
                                        Operating Development  Other     Loss
Expiration Dates                         Losses   Tax Credits Credits Carry Over
- ----------------                        --------- ----------- ------- ----------
                                                     (In thousands)
                                                          
1998--2003............................. $     72    $ 1,140   $2,225   $45,910
2004--2008.............................   18,700      3,393       --        --
2009--2013.............................  156,386      5,992       --        --
Indefinite.............................       --         --    3,458        --
                                        --------    -------   ------   -------
  Total................................ $175,158    $10,525   $5,683   $45,910
                                        ========    =======   ======   =======


                                      F-19


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   During the nine months ended December 25, 1998, the Company increased its
deferred tax asset valuation allowance from $31.9 million to $50.2 million. The
increase was principally related to the acquisition of OHM and GTI
corporations, respectively, and based on the Company's assessment of the
uncertainty as to when it will generate a sufficient level of future earnings
of applicable character to realize a portion of the deferred tax asset created
by the special charges. Because of the Company's position in the industry,
recent restructuring and acquisitions, and existing backlog, management expects
that its future taxable income will more likely than not allow the Company to
fully realize its deferred tax asset. The Company evaluates the adequacy of the
valuation allowance and the realizability of the deferred tax asset on an
ongoing basis.

   During the twelve months ended March 27, 1998, the Company increased its
deferred tax asset valuation allowance from $9.5 million to $31.9 million. The
increase was principally related to the acquisition of OHM corporation and the
Company's assessment of its ability to fully utilize the deferred tax asset.
During 1998, prior to the acquisition of OHM, the Company increased its
valuation allowance to offset increases in the deferred tax asset balance.
During the fourth quarter, the Company acquired OHM (see Business
Acquisitions--OHM Acquisition) which substantially increased projected taxable
income.

   During the twelve months ended March 28, 1997, the Company increased its
deferred tax asset valuation allowance from $4.9 million to $9.5 million. This
change was principally due to the Company's assessment of the uncertainty as to
when it will generate a sufficient level of future earnings to realize the
deferred tax asset created by the special charges (see Special Charges).

                                      F-20


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Earnings per share

   The following table sets forth the computation of basic and diluted earnings
per share:



                                                            Twelve Months Ended
                                          Nine Months Ended --------------------
                                            December 25,    March 27,  March 28,
                                                1998          1998       1997
                                          ----------------- ---------  ---------
                                          (In thousands, except per share data)
                                                              
Numerator:
  Loss from continuing operations and
   before extraordinary items............     $ (7,427)     $ (6,360)  $ (8,777)
  Preferred stock dividends..............       (4,664)       (6,167)    (4,916)
                                              --------      --------   --------
  Numerator for basic and dilutive
   earnings per share--income available
   to common stockholders................      (12,091)      (12,527)   (13,693)
  Discontinued operations--closure costs
   (net of income tax benefit)...........           --        (4,960)        --
                                              --------      --------   --------
                                               (12,091)      (17,487)   (13,693)
  Extraordinary charge for early
   retirement of debt (net of income tax
   benefit)..............................           --        (5,706)        --
                                              --------      --------   --------
Net income (loss) applicable to common
 stock...................................     $(12,091)     $(23,193)  $(13,693)
                                              ========      ========   ========
Denominator:
  Weighted-average number of common
   shares outstanding for basic and
   dilutive earnings per share...........       19,149         9,737      9,227
                                              ========      ========   ========
Net loss per share:
  Earnings from continuing operations
   (net of preferred stock dividends)....     $  (0.63)     $  (1.28)  $  (1.48)
  Earnings from discontinued operations..           --         (0.51)        --
  Extraordinary item--early
   extinguishment of debt................           --         (0.59)        --
                                              --------      --------   --------
Net loss per share.......................     $  (0.63)     $  (2.38)  $  (1.48)
                                              ========      ========   ========


   In June 1998, approximately 12.9 million shares were issued in connection
with the second step of the OHM Merger. (See Business Acquisitions.)

Commitments and contingencies:

 Lease commitments

   The Company's operating lease obligations are principally for buildings and
equipment. Most leases contain renewal options at varying terms. Generally, the
Company is responsible for property taxes and insurance on its leased property.
At December 25, 1998, future minimum rental commitments under noncancelable
leases with terms longer than one year aggregate $125.1 million and require
payments in the five succeeding years and thereafter of $36.8 million, $31.1
million, $22.5 million, $14.6 million, $8.6 million, and $11.5 million,
respectively. A portion of these leased assets represent duplicative facilities
and equipment resulting from the OHM and GTI acquisitions. The Company is
currently and actively involved in attempting to sublease these assets.

   Rental expense related to continuing operations was $29.4 million for the
nine months ended December 25, 1998, $12.9 million (including $1.2 million of
the special charges) for the twelve months ended

                                      F-21


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

March 27, 1998, and $12.6 million (including $2.2 million of the special
charges) for the twelve months ended March 28, 1997.

 Contingencies

 Coakley Landfill Action

   On March 9, 1998, the Coakley Landfill PRP Steering Committee terminated,
allegedly for cause, IT Corporation's contract to perform design and
remediation services at the Coakley Landfill and sued IT for damages for delay,
redesign, regrading, repair costs, as well as for possible exposure to
penalties by the USEPA. (The Coakley Landfill Group v. IT Corporation v. Gary
W. Blake, Inc., et al., U.S.D.C., D.N.H., Case No. 98-167-JD) IT disputes that
the Steering Committee is entitled to terminate the agreement for cause and
believes the termination action arose from IT's pending change order request of
approximately $6.3 million (which has now grown to $7.2 million). IT has
answered and counterclaimed for damages for wrongful termination, issuing
defective plans and specifications, breach of contract and unfair trade
practices. Discovery of the case is ongoing, and no trial date has been set and
the ultimate outcome of this matter cannot yet be predicted.

 Occidental Chemical Litigation

   OHM is in litigation in the U.S. District Court for the Western District of
New York with Occidental Chemical Corporation ("Occidental") relating to the
Durez Inlet Project performed in 1993 and 1994 for Occidental in North
Tonawanda, New York. (Occidental Chemical Corporation v. OHM Remediation
Services Corporation, U.S.D.C., W.D.N.Y, Case No 94-0955(H)) OHM's account
receivables at December 25, 1998 include a claim receivable of $8.7 million
related to this matter. OHM's work was substantially delayed and its costs of
performance were substantially increased as a result of conditions at the site
that OHM believes were materially different than as represented by Occidental.
Occidental's amended complaint seeks $8.8 million in damages primarily for
alleged costs incurred as a result of project delays and added volumes of
incinerated waste. OHM's counterclaim seeks an amount in excess of $9.2 million
(inclusive of $8.7 million of claim receivable) for damages arising from
Occidental's breach of contract, misrepresentation and failure to pay
outstanding contract amounts. The Company has established additional reserves
for a portion of the receivables related to this matter. Management believes
that it has established adequate reserves should the resolution of the above
matter be lower than the amounts recorded. The parties have completed discovery
in the case and filed motions for summary judgement against each other.
Although the court may rule on the matter at any time, its ultimate outcome
cannot be predicted.

 GM--Hughes Massena Litigation

   These two matters (General Motors Corporation v. OHM Remediation Services
Corporation, U.S.D.C., N.D.N.Y., Case No. 7:96-CV-1214TJMDS) and (OHM
Remediation Services Corporation v. Hughes Environmental Systems, Inc. And ERM
Northeast, Inc., U.S.D.C., N.D.N.Y., Case No. 7:96-CV-0110TJMDS) have now been
fully settled.

 Other

   The Company is subject to other claims and lawsuits in the ordinary course
of its business. In the opinion of management, all such other pending claims
are either adequately covered by insurance or, if not insured, will not
individually or in the aggregate result in a material adverse effect on the
consolidated financial condition, liquidity and results of operations of the
Company. In the course of the Company's business, there is always

                                      F-22


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

risk and uncertainty in pursuing and defending claims and litigation and, not
withstanding the reserves currently established, adverse future results in
litigation or other proceedings could have a material adverse effect upon the
Company's consolidated financial condition, liquidity and results of
operations.

Governmental regulation:

   The Company is subject to extensive regulation by applicable federal, state
and local agencies. All facets of the Company's business are conducted in the
context of a complex statutory, regulatory and governmental enforcement
framework and a highly visible political environment. The Company's operations
must satisfy stringent laws and regulations applicable to performance. Future
changes in regulations may have a material adverse effect on the consolidated
financial conditional, liquidity and results of operations of the Company.

Preferred stock:

 Carlyle Investment

   At the November 20, 1996 Annual Meeting of Stockholders, IT's shareholders
voted to approve a $45.0 million investment (the Carlyle Investment) by The
Carlyle Group (Carlyle), a Washington, D.C. based merchant banking firm. The
Carlyle Investment consists of 45,000 shares of 6% Cumulative Convertible
Participating Preferred Stock, par value $100 per share (Convertible Preferred
Stock) and detachable warrants to purchase 1,250,000 shares of IT common stock,
par value $.01 per share (Carlyle Warrants). The net proceeds to IT (after
related offering costs of $4.4 million) from the Carlyle Investment were $40.6
million.

   Carlyle holds approximately 21% (approximately 24% assuming exercise of the
Carlyle Warrants) of the voting power of IT. Until November 20, 2001, the
holders of the Convertible Preferred Stock have the right to elect a majority
of the IT Board of Directors, provided that such holders continue to hold at
least 20% of the voting power of IT. The terms of the Convertible Preferred
Stock provide that, until November 20, 2001, the holders of the Convertible
Preferred Stock have the right to elect a majority of the Board of Directors of
the Company, provided that Carlyle continues to own at least 20% of the voting
power of the Company.

   The Convertible Preferred Stock ranks, as to dividends and liquidation, pari
passu to the Company's 7% Preferred Stock (see 7% Preferred Stock) and prior to
the Company's common stock. The Convertible Preferred Stock is entitled to
cumulative annual dividends. No dividends were payable in the first year;
dividends were payable quarterly in kind for the second year at the rate of 3%
per annum and, through November 1998, Carlyle was paid dividends of an
additional 1,095 shares of Convertible Preferred Stock. Commencing November 21,
1998, dividends are payable quarterly in cash at the rate of 6% per annum. The
Convertible Preferred Stock is entitled to a liquidation preference of $1,000
per share.

   The Convertible Preferred Stock and detachable warrants may at any time, at
the option of Carlyle, be converted into IT common shares. At December 25,
1998, 7,323,015 and 1,250,000 common shares are issuable upon conversion of the
Convertible Preferred stock and Carlyle Warrants, respectively. The conversion
price of the Convertible Preferred Stock is $7.59 per share and the exercise
price of the warrants is $11.39 per share. The Company will be entitled at its
option to redeem all of the Convertible Preferred Stock at its liquidation
preference plus accumulated and unpaid dividends on or after November 21, 2003.

   Although the first two years' dividends are paid at a rate of 0% and 3%,
respectively, dividends were imputed during this period at a rate of
approximately 6% per annum. Imputed dividends were $0.9 million, $2.1 million
and $0.9 million in the nine months ended December 25, 1998, the twelve months
ended

                                      F-23


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

March 27, 1998 and the twelve months ended March 28, 1997, respectively. Any
imputed dividends will never be paid in cash or stock.

 7% Preferred stock

   In a September 1993 public offering, the Company issued 2,400,000 depositary
shares, each representing a 1/100th interest in a share of the Company's 7%
Cumulative Convertible Exchangeable Preferred Stock (7% Preferred Stock). The
depositary shares entitle the holder to all proportional rights and preferences
of the 7% Preferred Stock, including dividend, liquidation, conversion,
redemption and voting rights and preferences.

   The 7% Preferred Stock ranks, as to dividends and liquidation, pari passu to
the Convertible Preferred Stock (see Carlyle Investment) and prior to the
Company's common stock. The dividend per annum and liquidation preference for
each share of 7% Preferred Stock are $175 and $2,500, respectively, and for
each depositary share are $1.75 and $25, respectively. Dividends on the 7%
Preferred Stock and depositary shares are cumulative and payable quarterly.

   The 7% Preferred Stock is convertible at the option of the holder into
shares of the Company's common stock at a conversion price of $23.36 per share,
subject to adjustment under certain circumstances. At December 25, 1998,
2,199,903 shares of common stock are issuable upon conversion of the 7%
Preferred stock. On any dividend payment date, the 7% Preferred Stock is
exchangeable at the option of the Company, in whole but not in part, for 7%
Convertible Subordinated Debentures Due 2008 in a principal amount equal to
$2,500 per share of Preferred Stock (equivalent to $25 per depositary share).
The 7% Preferred Stock may be redeemed at any time, at the option of the
Company, in whole or in part, initially at a price of $2,622.50 per share of
Preferred Stock (equivalent to $26.225 per depositary share) and thereafter at
prices declining to $2,500 per share of Preferred Stock (equivalent to $25 per
depositary share) on or after September 30, 2003.

   Additionally, the 7% Preferred Stock has a special conversion right that
becomes effective in the event of certain significant transactions affecting
ownership or control of the Company. In such situations, the special conversion
right would, for a limited period, reduce the then prevailing conversion price
to the greater of the market value of the common stock or $12.68 per share. The
Carlyle Investment (see Carlyle Investment) triggered this special conversion
right. On January 9, 1997, holders of 344,308 depositary shares elected to
convert such shares to 678,816 shares of IT common stock.

   The 7% Preferred Stock is non-voting, except that holders are entitled to
vote as a separate class to elect two directors if the equivalent of six or
more quarterly dividends (whether consecutive or not) on the 7% Preferred Stock
are in arrears. Such voting rights will continue until such time as the
dividend arrearage on the 7% Preferred Stock has been paid in full.

Stock incentive plans:

 Summary

   At the November 20, 1996 Annual Meeting of Stockholders, IT's shareholders
voted to approve the Company's 1996 Stock Incentive Plan (1996 Plan) which
provides for the issuance of the Company's common stock or any other security
or benefit with a value derived from the value of its common stock. Options are
granted at exercise prices equal to or greater than the quoted market price at
the date of grant. At December 25, 1998, the maximum number of shares of the
Company's common stock that may be issued pursuant to awards granted under the
1996 Plan is 242,819. At January 1 of each year, the maximum number of shares
available for award under the 1996 Plan may be increased by Board approval by
an amount which represents up to 2% of the number of the Company's common stock
which are issued and outstanding at that

                                      F-24


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

date. During the nine months ended December 25, 1998, 331,500 stock options
were granted under the 1996 Plan, which expire in fiscal year 2008.

   The Company's 1991 Stock Incentive Plan (1991 Plan) and 1983 Stock Incentive
Plan (1983 Plan) provided for the granting of incentive and non-qualified stock
options and the issuance of the Company's common stock or any other security or
benefit with a value derived from the value of its common stock. No shares are
available for grant under these plans as such authority to grant as to the 1991
Plan expired in March 1996 and as to the 1983 Plan expired in September 1993.
Options granted under the plans and outstanding at December 25, 1998 will
expire at various dates through January 20, 2008.

   Changes in the number of shares represented by outstanding options under the
1996 Plan, the 1991 Plan and the 1983 Plan during the nine months ended
December 25, 1998, the twelve months ended March 27, 1998 and the twelve months
ended March 28, 1997 are summarized as follows:



                                                             Twelve Months Ended
                                           Nine Months Ended --------------------
                                             December 25,    March 27,  March 28,
                                                 1998          1998       1997
                                           ----------------- ---------  ---------
                                                               
Outstanding at beginning of year.........        770,457      747,679    744,847
Options converted........................        262,125           --         --
Options granted
  (Nine months ended December 25, 1998,
   $6.44--$10.13 per share; 1998, $7.00--
   $8.50 per share; 1997, $8.63 per
   share)................................        331,000      132,921    171,000
Options exercised
  (Nine months ended December 25, 1998,
   $10.24 per share 1997, $11.50 per
   share)................................           (750)          --     (3,629)
Options expired and forfeited............        (51,156)    (110,143)  (164,539)
                                               ---------     --------   --------
Outstanding at end of year ($7.00--$32.50
 per share)..............................      1,311,676      770,457    747,679
                                               =========     ========   ========
Vested options...........................        776,500      486,520    473,257
                                               =========     ========   ========
Common stock reserved for future
 issuance................................      1,554,495


   Additional information regarding stock options granted to employees is
outline below:



                                                           Twelve Months Ended
                                         Nine Months Ended -------------------
                                           December 25,    March 27, March 28,
                                               1998          1998      1997
                                         ----------------- --------- ---------
                                                            
Weighted average fair value of options
 at grant date..........................      $ 6.19        $ 4.79    $ 5.34
Weighted average exercise price of all
 outstanding options....................      $11.11        $13.99    $15.96
Weighted average exercise price of
 vested options.........................      $12.39        $16.95    $19.04
Weighted average exercise price of
 options exercised......................      $10.24        $11.50    $   --
Weighted average exercise price for
 expired and forfeited options..........      $22.73        $19.69    $18.53
Weighted average remaining contractual
 life of options outstanding............         7.4           6.7       6.8


   Approximately 188,000 OHM stock options converted into approximately 262,000
IT stock options on June 11, 1998. As of December 25, 1998, these options
remain outstanding.

 Compensation cost

   The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and related
interpretations in accounting for its employee stock options

                                      F-25


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

because, as discussed below, the alternative fair value accounting provided for
under Financial Accounting Standards Board Statement No. 123, "Accounting for
Stock-Based Compensation," (SFAS No. 123) requires use of option valuation
models that were not developed for use in valuing employee stock options. Under
APB 25, because the exercise price of the Company's employee stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized.

   SFAS No. 123 provides that, if its optional method of accounting for stock
options is not adopted (and which the Company has not adopted), disclosure is
required of pro forma net income and net income per share. In determining the
pro forma information for stock options granted, the fair value for these
options were estimated at the date of grant using a Black-Scholes option
pricing model with the following weighted average assumptions:



                                                            Twelve Months Ended
                                          Nine Months Ended -------------------
                                            December 25,    March 27, March 28,
                                                1998          1998      1997
                                          ----------------- --------- ---------
                                                             
Risk free interest rate based upon zero-
 coupon U.S. Treasury Notes.............          6.0%          6.0%     6.38%
Dividend yield..........................         None          None      None
Volatility factor of expected market
 price of the Company's common stock....        0.443         0.395     0.395
Weighted average expected life of each
 option.................................          7.4           6.7       6.8


   The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferrable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

   If compensation cost for the Company's stock options had been determined
based on the fair value at the grant dates as defined by SFAS No. 123, the
Company's net loss applicable to common stock and net loss per common share
would have increased to the following pro forma amounts:



                                                          Twelve Months Ended
                                        Nine Months Ended --------------------
                                          December 25,    March 27,  March 28,
                                              1998          1998       1997
                                        ----------------- ---------  ---------
                                        (In thousands, except per share data)
                                                            
Net loss applicable to common stock
  As reported..........................     $(12,091)     $(23,193)  $(13,693)
                                            ========      ========   ========
  Pro forma............................     $(12,367)     $(23,386)  $(13,735)
                                            ========      ========   ========
Net loss per common share
  As reported..........................     $  (0.63)     $  (2.38)  $  (1.48)
                                            ========      ========   ========
  Pro forma............................     $  (0.65)     $  (2.40)  $  (1.49)
                                            ========      ========   ========


   Additionally, under the 1991 Plan, the Company awarded shares of nonvested
restricted stock to officers and key employees which amounted to 266,019 in the
twelve months ended March 29, 1996. Vesting of awards is dependent upon
continued employment and, in the case of certain performance-related awards,
the sustained level of a target market price for the Company's common stock
that exceeds the related market price on the

                                      F-26


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

date of grant. On December 25, 1998, the total number of shares of restricted
stock outstanding was 105,900. The cost of restricted stock awards is generally
expensed over the vesting period, which ranges from two to five years, and
amounted to $0.2 million, $0.5 million and $0.6 million for the nine months
ended December 25, 1998, the twelve months ended March 27, 1998 and the twelve
months ended March 28, 1997, respectively.

Employee benefit plans:

   The Company has a defined contribution, contributory pension and profit
sharing plan (the Plan), covering all employees with one year of continuous
service. The Company amended the Plan, effective December 25, 1998, to
discontinue the minimum annual contribution of 3% of participants' eligible
compensation. Additionally, beginning January 1, 1999, the Company amended its
voluntary 401(k) savings plan. The Company now contributes up to 4% of
participants' eligible compensation by matching 100% of each participants'
contribution (up to 4% of eligible compensation). Prior to January 1, 1999, the
Company contributed up to 2% of participants' eligible compensation by matching
50% of each participant's contribution (up to 4% of eligible compensation) to
the Company's voluntary 401(k) savings plan. The Plan currently allows a
maximum contribution of up to 15% of participants' eligible compensation up to
$10,000 annually. The Company funds current costs as accrued, and there are no
unfunded vested benefits.

   Pension and profit sharing expense was $3.5 million, $3.6 million and $3.6
million for the nine months ended December 25, 1998, the twelve months ended
March 27, 1998 and the twelve months ended March 28, 1997, respectively.

Operating segments:

 Organization

   The IT Group, Inc. has four reportable segments: Engineering & Construction
(E & C), Consulting & Ventures (C & V), Outsourced Services and International.
The Company's E & C Platform manages complex hazardous waste remediation
projects of all sizes involving the assessment, planning and execution of the
decontamination and restoration of property, plant and equipment that have been
contaminated by hazardous substances. The Outsourced Services Platform provides
full service capabilities for operations, maintenance, management and
construction at federal, state and local government facilities and in the
private sector. The C & V Platform provides a wide range of consulting services
including environmental permitting, facility siting and design, strategic
environmental management, environmental compliance/auditing, risk
assessment/management, pollution prevention, waste minimization, environmental
information systems, and data management. The Company's International Platform
is designed to meet the global needs of the Company's U.S. based clients and to
invest in businesses or enter into joint ventures to pursue and perform
international projects. Current International operations consist of a 50.1%
investment in a Taiwan-based wastewater treatment design/build firm and with
the acquisition of GTI in December 1998, the Company expanded its international
presence and provides environmental services through offices located in Europe
and Australia.

                                      F-27


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


 Segment Information



                                     Outsourced
                             E & C    Services   C & V  International  Total
                            -------- ---------- ------- ------------- --------
                                              (In thousands)
                                                       
Nine months ended December
 25, 1998
  Revenues................. $597,897  $70,400   $79,353    $ 9,785    $757,435
  Segment profit (loss)....   63,817    7,896    10,617       (418)     81,912
  Depreciation expense.....    6,044      162     1,607         69       7,882
  Segment assets...........  218,940   11,697    56,896      8,539     296,072
Twelve Months Ended March
 27, 1998
  Revenues................. $346,143  $ 6,819   $79,643    $ 9,611    $442,216
  Segment profit (loss)....   37,045      948     7,272     (1,419)     43,846
  Depreciation expense.....    4,387       22     1,605        113       6,127
  Segment assets...........  188,342    6,226    22,395      4,118     221,081
Twelve Months Ended March
 28, 1997
  Revenues................. $308,635  $    --   $48,832    $ 4,664    $362,131
  Segment profit...........   25,909       --       694        177      26,780
  Depreciation expense.....    8,704       --       758         56       9,518
  Segment assets...........   73,650       --    19,828      7,087     100,565




                                                          Twelve Months Ended
                                        Nine months ended --------------------
                                          December 25,    March 27,  March 28,
                                              1998          1998       1997
                                        ----------------- ---------  ---------
                                                            
Profit or Loss
  Total profit for reportable
   segments............................     $ 81,912      $ 43,846   $ 26,780
  Unallocated amounts:
    Corporate selling, general and
     administrative expense............      (32,779)      (23,814)   (22,073)
    Special charges (a)................      (24,971)      (14,248)    (8,403)
    Interest expense, net..............      (24,895)       (7,969)    (5,260)
                                            --------      --------   --------
    Loss before income taxes,
     extraordinary
     item and discontinued operations..     $   (733)     $ (2,185)  $ (8,956)
                                            ========      ========   ========
Assets (b)
  Assets for reportable segments.......     $296,072      $221,081   $100,565
  Other assets.........................      652,534       488,136    241,966
                                            --------      --------   --------
    Total consolidated assets..........     $948,606      $709,217   $342,531
                                            ========      ========   ========
Depreciation Expense
  Depreciation for reportable
   segments............................     $  7,882      $  6,127   $  9,518
  Depreciation on corporate assets
   (c).................................        2,059         2,606      2,842
                                            --------      --------   --------
    Total depreciation expense.........     $  9,941      $  8,733   $ 12,360
                                            ========      ========   ========

- --------
(a) See Notes to Consolidated Financial Statements--Special Charges. These
    special charges are excluded from segment profit (loss) because most of
    these items can not be identified with a particular segment and because
    management does not include special charges when analyzing the Company's
    business segments.

(b) Segment assets include primarily accounts receivable of each business
    segment. Other assets are principally long-term assets including property
    and equipment, cost in excess of net assets of acquired businesses, income
    tax assets and assets of discontinued operations.

(c) Depreciation on corporate assets includes corporate facilities, furniture
    and equipment and the Company's mainframe computer hardware and software
    which have not been allocated to the operating segments.

                                      F-28


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


 Geographic Information



                                                               Twelve Months Ended
                            Nine months ended    -----------------------------------------------
                            December 25, 1998        March 27, 1998          March 28, 1997
                         ----------------------- ----------------------- -----------------------
                                      Long-Lived              Long-Lived              Long-Lived
                         Revenues (a) Assets (b) Revenues (a) Assets (b) Revenues (a) Assets (b)
                         ------------ ---------- ------------ ---------- ------------ ----------
                                                     (In thousands)
                                                                    
United States...........   $746,992    $458,233    $431,599    $358,973    $351,152    $117,386
Other foreign
 countries..............     10,443       3,573      10,617       2,831      10,979       1,848
                           --------    --------    --------    --------    --------    --------
                           $757,435    $461,806    $442,216    $361,804    $362,131    $119,234
                           ========    ========    ========    ========    ========    ========

- --------
(a) Revenues are attributed to countries based on the location of clients.

(b) Long-lived assets include non-current assets of the Company, excluding
    deferred income taxes.

 Major Clients

   The Company's revenues attributable to the U.S. federal government were
$525.0 million, $255.9 million and $215.1 million for the nine months ended
December 25, 1998, the twelve months ended March 27, 1998 and the twelve months
ended March 28, 1997, respectively. All four of the Company's operating
segments report revenues from the U.S. government. No other customer accounted
for 10% or more of the Company's consolidated revenues in any fiscal period.

 Revenues by Products and Services



                                                           Twelve Months Ended
                                         Nine months ended -------------------
                                           December 25,    March 27, March 28,
                                               1998          1998      1997
                                         ----------------- --------- ---------
                                                    (In thousands)
                                                            
Site remedial action projects...........     $607,682      $355,754  $313,299
Project, program and construction
 management.............................       70,400         6,819        --
Consulting and engineering services.....       79,353        79,643    48,832
                                             --------      --------  --------
                                             $757,435      $442,216  $362,131
                                             ========      ========  ========


Quarterly results of operations (unaudited):



                                           First         Second       Third
                                          quarter       quarter      quarter
                                        ------------  ------------ ------------
                                        (In thousands, except per share data)
                                                          
Nine months ended December 25, 1998:
  Revenues............................. $    225,188  $    260,187 $    272,060
  Gross margin.........................       27,058        30,553       33,350
  Income (loss) from continuing
   operations..........................      (19,291)        5,468        6,396
  Net income (loss) applicable to
   common stock........................      (20,860)        3,899        4,870
  Net income (loss) per share:
    Basic.............................. $      (1.76) $       0.17 $       0.22
                                        ============  ============ ============
    Diluted............................ $      (1.76) $       0.16 $       0.19
                                        ============  ============ ============


                                      F-29


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)




                                       First     Second     Third     Fourth
                                      quarter    quarter   quarter    quarter
                                      --------- --------- ---------  ---------
                                      (In thousands, except per share data)
                                                         
Twelve Months Ended March 27, 1998:
  Revenues........................... $ 98,181  $ 102,840 $ 105,157  $ 136,038
  Gross margin.......................   11,424     11,412    11,770     17,200
  Income (loss) from continuing
   operations before extraordinary
   item..............................   (2,914)     1,922    (1,840)    (3,528)
  Discontinued operations--closure
   costs.............................       --         --        --     (4,960)
  Extraordinary item--early
   extinguishment of debt............       --         --        --     (5,706)
  Net income (loss) applicable to
   common stock......................   (4,447)       385    (3,379)   (15,752)
  Net income (loss) per share:
  Basic and diluted:
    Earnings from continuing
     operations
     (net of preferred stock
     dividends)......................    (0.46)      0.04     (0.35)     (0.52)
    Discontinued operations..........       --         --        --      (0.51)
    Extraordinary item--early
     extinguishment of debt..........       --         --        --      (0.59)
                                      --------  --------- ---------  ---------
  Net income (loss) per share........ $  (0.46) $    0.04 $   (0.35) $   (1.62)
                                      ========  ========= =========  =========


   See Notes to Consolidated Financial Statements--Special Charges.

Discontinued operations:

 Overview

   Prior to December 1987 the Company was a major provider of hazardous waste
transportation, treatment, and disposal operations in California. In December
1987, the Company's Board of Directors adopted a strategic restructuring
program which included a formal plan to divest the transportation, treatment
and disposal operations through sale of some facilities and closure of certain
other facilities. Subsequent to this date, the Company ceased obtaining new
business for these operations. During the quarter ended March 27, 1998, the
Company recorded an increase in the provision for loss on disposition of $8.0
million or $5.0 million, net of income tax benefit of $3.0 million, primarily
for additional closure costs related to the approval of the closure plan by the
DTSC for the Panoche disposal site. Prior to the twelve months ended March 27,
1998, the Company cumulatively recorded a provision for loss on disposition
(including the initial provision and three subsequent adjustments) in the
amount of $168.2 million, net of income tax benefit of $32.9 million. During
each of the three fiscal years ended December 25, 1998 the Company has funded
previously accrued costs of $11.1 million, $14.9 million, and $15.7 million,
relating to the closure plans and construction and PRP matters. The Company
expects to incur costs over the next several years; however, the nature of the
costs will change from closure design and construction to post-closure
monitoring. At December 25, 1998, the Company's consolidated balance sheet
included accrued liabilities of approximately $7.9 million to complete the
closure and post-closure of its disposal facilities and the PRP matters, net of
certain trust fund and annuity investments, restricted to closure and post-
closure use. The trust funds are invested in high quality common stock and AAA
rated corporate and government bonds which are recognized at fair market value
and annuity investments which pay periodic payments into the trust fund.

   The annuities and trust fund assets are held in a legally binding trust
agreement by a third party trustee naming the California EPA, Department of
Toxic Substances control (DTSC) as the beneficiary of the trust. As closure and
post closure obligations are met by the Company, DTSC is obligated to release
funds from the trusts to reflect reduced estimates of remaining costs.

                                      F-30


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The provision for loss on disposition of transportation, treatment and
disposal discontinued operations is based on various assumptions and estimates,
including those discussed below. The adequacy of the provision for loss is
periodically reevaluated in light of the developments since the adoption of the
divestiture plan, and management believes that the provision as adjusted is
reasonable; however, the ultimate effect of the divestiture on the consolidated
financial condition, liquidity and results of operations of the Company is
dependent upon future events, the outcome of which cannot be determined at this
time. Closure and post-closure costs could be higher than estimated if
regulatory agencies were to require closure and/or post-closure procedures
significantly different than those in the approved plans, or if the Company is
required to perform unexpected remediation work at the facilities in the future
or to pay penalties for alleged noncompliance with regulations or permit
conditions. Outcomes significantly different from those used to estimate the
provision for loss could result in a material adverse effect on the
consolidated financial condition, liquidity and results of operations of the
Company. It is reasonably possible that additional, material losses could be
realized which relate to the disposition of the Company's transportation,
treatment and disposal discontinued operations. Based on the uncertainties
regarding future events as described above, it is not possible to estimate a
range of loss for these uncertainties.

 Northern California Facilities

   As a part of the Company's discontinued operations, the Company operated a
series of treatment, storage and disposal facilities in California, including
four major disposal facilities. Closure plans for all four of these facilities
have now been approved by all applicable regulatory agencies. Closure
construction has been completed at three of these facilities (Montezuma Hills,
Benson Ridge, and Vine Hill).

   On March 18, 1998, the DTSC certified the Environmental Impact Report and
approved the Closure Plan for the Panoche facility. The approved plans provide
for submittal of technical studies that will be utilized to determine final
aspects, details and costs of closure construction and monitoring programs.
While IT believes that the approved closure plans substantially reduce future
cost uncertainties to complete the closure of the Panoche facility, the
ultimate costs will depend upon the results of the technical studies called for
in the approved plans. Closure construction for the plan is scheduled to be
completed in the fall of 2000.

   The carrying value of the long-term assets of discontinued operations of
$40.0 million at December 25, 1998 is principally comprised of unused residual
land at the inactive disposal facilities and assumes that sales will occur at
market prices estimated by the Company based on certain assumptions
(entitlements, development agreements, etc.). There is no assurance as to the
timing of development or sales of any of the Company's residual land, or the
Company's ability to ultimately liquidate the land for the estimated sale
prices. If the assumptions used to determine such prices are not realized, the
value of the land could be materially different from the current carrying
value.

   The Company maintains Environmental Impairment Liability coverage for the
Northern California facilities through the Company's captive insurance company.
The limits of the policy are $32.0 million which meet the current requirements
of both federal and state law.

 Operating Industries, Inc. Superfund Site

   In June 1986, USEPA notified a number of entities, including the Company,
that they were PRPs with respect to the Operating Industries, Inc. (OII)
Superfund site in Monterey Park, California. Between October 1995 and April
1996, the Company, the USEPA and the Steering Committee agreed to settlements
of the Company's alleged liability for certain prior response costs incurred by
the USEPA. While resolving the Company's alleged liability for these response
costs, the settlement did not include a release of liability for future or
final OII remedies. The USEPA has requested, and the Steering Committee and the
Company have

                                      F-31


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

submitted, proposals to work cooperatively with interested parties on the final
remedy. While the USEPA has estimated response costs for the final remedy to
approximate $161.8 million, and the USEPA has alleged the Company generated 2%
by volume of the manifested hazardous wastes disposed of at the site, the
Company believes that USEPA's final remedy cost estimates are substantially
overstated. Should the costs of the final remedy be greater than the amounts
recognized or should the Company be forced to assume a disproportionate share
of the costs of the final remedy, the cost to the Company of concluding this
matter could materially increase.

 GBF Pittsburg Site

   In September 1987, the Company and 17 others were served with a Remedial
Action Order (RAO) issued by the DTSC, concerning the GBF Pittsburg landfill
site near Antioch, California. From the 1960's through 1974, a predecessor to
IT Corporation operated a portion of one of the two parcels as a liquid
hazardous waste site.

   In June 1997, the DTSC completed and released a final Remedial Action Plan
(RAP) selecting DTSC's preferred pump-and-treat remedial alternative, which the
Company now estimates to cost up to $18.0 million based on DTSC's prior
estimates. As part of the RAP, the DTSC also advised the PRP group of its
position that all PRPs, including the Company, are responsible for paying the
future closure and postclosure costs of the overlying municipal landfill, which
have been estimated at approximately $4.0 million. (The DTSC also seeks
approximately $1.0 million in oversight costs from all PRPs.) The PRP group
continues to believe that its preferred alternative of continued limited site
monitoring, which was estimated to cost approximately $4.0 million, is
appropriate and has filed an application with the appropriate Regional Water
Quality Control Board (RWQCB) for designation of the site as a containment zone
which, if approved, would facilitate the PRP group's preferred remedial
alternative.

   The Company and the PRP group initiated litigation (Members of the
GBF/Pittsburg Landfill(s) Respondents Group, etc., et al, v. State of
California Environmental Protection Agency Contra Costa County, California
Superior Court Case No. C97-02936) challenging the final RAP, and the PRP group
and the DTSC have agreed to stay this litigation and implementation of major
RAP elements pending the RWQCB's review of the containment zone application.
The PRP group continues to work with the RWQCB and the DTSC to determine the
scope of the studies necessary for consideration of the application.

   In the final RAP the DTSC assigned the Company and the other members of the
PRP group collective responsibility (on a non-binding basis) for 50% of the
site's response costs. The PRP group continues to believe that the DTSC
allocation is inappropriate and current owner/operators should pay a larger
portion of the site's response costs and the PRP group has initiated litigation
(Members of the GBF/Pittsburg Landfill(s) Respondents Group, etc., et al, v.
Contra Costa Waste Service, etc., et al. U.S.D.C., N.D. CA, Case No. C96-
03147SI) against the owner/operators of the site and other non-cooperating PRPs
to cause them to bear their proportionate share of site remedial costs. The
owner/operators are vigorously defending the PRP group's litigation, and the
outcome of the litigation cannot be determined at this time. Mediation of this
litigation has been postponed until late September 1999. IT Corporation has
paid approximately 50% of the PRP group's costs to-date on an interim basis.

   Failure of the PRP group to effect a satisfactory resolution with respect to
the choice of appropriate remedial alternatives or to obtain an appropriate
contribution towards site remedial costs from the current owner/operators of
the site and other non-cooperating PRPs, could substantially increase the cost
to the Company of remediating the site.

                                      F-32


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


 Other Site Cleanup Actions

   The Company, as a major provider of hazardous waste transportation,
treatment and disposal operations in California prior to the December 1987
adoption of its strategic restructuring program, has been named a PRP at a
number of other sites and may from time to time be so named at additional sites
and may also face damage claims by third parties for alleged releases or
discharges of contaminants or pollutants arising out of its transportation,
treatment and disposal discontinued operations. The Company has either denied
responsibility and/or is participating with others named by the USEPA and/or
the DTSC in conducting investigations as to the nature and extent of
contamination at the sites. Based on the Company's experience in resolving
claims against it at a number of sites and upon current information, in the
opinion of management, with advice of counsel, claims with respect to sites not
described above at which the Company has been notified of its alleged status as
a PRP will not individually or in the aggregate result in a material adverse
effect on the consolidated financial condition, liquidity and results of
operations of the Company.

   The Company has initiated against a number of its past insurers claims for
recovery of certain damages and costs with respect to both its Northern
California sites and certain PRP matters. The carriers dispute their
allegations to the Company and the Company expects them to continue to contest
the claims. The Company has included in its provision for loss on disposition
of discontinued operations (as adjusted) an amount that, in the opinion of
management, with advice of counsel, represents a probable recovery with respect
to those claims.

Subsequent events:

   On February 5, 1999, the Company signed an agreement to acquire all of the
stock of Roche Limited Consulting Group (Roche) for $10.0 million plus two
potential earnout payments. Roche is based in Quebec City, Canada and provides
engineering and construction services to wastewater, paper, mining and
transportation industries worldwide. Roche has approximately 700 employees and
had revenue of $28.0 million in its most recent year ended December 31, 1998.
The acquisition is expected to close in April 1999.

   On March 8, 1999, the Company signed an agreement to acquire specified
assets of the Environment and Facilities Management Group (EFM Group) of ICF
Kaiser International, Inc. for $82.0 million in cash reduced by $8.0 million
representing working capital retained by Kaiser. The EFM Group provides
environmental remediation, program management and technical support for United
States Government agencies including the DOD, National Aeronautics and Space
Administration (NASA) and the DOE as well as private sector environmental
clients. The EFM Group has approximately 500 employees and had revenue of
approximately $106.0 million for the calendar year ended December 31, 1998. The
acquisition is expected to close in April 1999.

   The Company has begun a private placement of $200 million of subordinated
notes (Notes). If the offering of the Notes is completed, the Notes will have a
fixed rate of interest payable every six months in cash commencing in 1999 and
will be redeemable in or after 2004 at a premium. The Notes will be general
unsecured obligations of the Company, subordinated to the Company's credit
facilities (see Notes to Consolidated Financial Statements--Long-term debt) and
other senior indebtedness and pari passu with other existing future
indebtedness unless the terms of that indebtedness expressly provide otherwise.
The proceeds of the Notes, assuming the offering is completed, will be used to
fund the Roche and EFM acquisitions and to refinance existing indebtedness.

   On March 5, 1999, the lenders under the Company's credit facilities approved
the third amendment to the loan agreement. The third amendment provides for the
Company to issue up to $250 million in subordinated notes for the acquisitions
(discussed above) and to pay down outstanding borrowings under the revolving
credit facility portion of the credit facilities.

                                      F-33


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


Financial information for subsidiary guarantors:

   The Company's payment obligations under the notes discussed in the
Subsequent Events footnote will be fully and unconditionally guaranteed on a
joint and several basis by substantially all of the Company's wholly owned
domestic subsidiaries. The notes will not been guaranteed by one of the
Company's domestic subsidiaries and all of the Company's existing foreign
subsidiaries and will not be guaranteed by Roche. Separate financial statements
for Roche are included in this prospectus. In accordance with previous
positions established by the Commission, the following summarized financial
information presents separately the composition of the Guarantor Subsidiaries
and the Non-Guarantor Subsidiaries. The principal elimination entries eliminate
investments in subsidiaries and intercompany balances and transactions.

                   Summarized Condensed Financial Information
                      Nine Months Ended December 25, 1998



                                   Guarantor   Non-Guarantor
                         Parent   Subsidiaries Subsidiaries  Eliminations Consolidated
                         -------  ------------ ------------- ------------ ------------
                                                (In thousands)
                                                           
Current assets.......... $    --    $375,907      $17,484      $   (310)    $393,081
Non current assets......  12,474     735,924       12,441      (205,314)     555,525
Current liabilities.....   2,127     258,232       19,110        (6,648)     272,821
Revenues................      --     746,740       11,148          (453)     757,435
Gross margin............      --      90,281        1,133          (453)      90,961
Loss from continuing
 operations.............  (2,852)     (4,013)       1,995        (2,557)      (7,427)
Net loss................  (2,852)     (4,013)       1,995        (2,557)      (7,427)

                   Summarized Condensed Financial Information
                       Twelve Months Ended March 27, 1998


                                   Guarantor   Non-Guarantor
                         Parent   Subsidiaries Subsidiaries  Eliminations Consolidated
                         -------  ------------ ------------- ------------ ------------
                                                (In thousands)
                                                           
Current assets.......... $   137    $265,063      $ 8,913      $   (445)    $273,668
Non current assets......  15,058     515,605        4,482       (99,596)     435,549
Current liabilities.....   1,466     189,867       16,246        (8,835)     198,744
Revenues................      --     432,462       11,142        (1,388)     442,216
Gross margin............      --      52,284         (621)         (573)      51,090
Loss from continuing
 operations.............    (808)     (3,615)         126        (2,063)      (6,360)
Net loss................    (808)    (14,281)         126        (2,063)     (17,026)

                   Summarized Condensed Financial Information
                       Twelve Months Ended March 28, 1997


                                   Guarantor   Non-Guarantor
                         Parent   Subsidiaries Subsidiaries  Eliminations Consolidated
                         -------  ------------ ------------- ------------ ------------
                                                (In thousands)
                                                           
Revenues................ $    --    $357,670      $ 7,942      $ (3,481)    $362,131
Gross margin............      --      37,802         (333)          669       38,138
Loss from continuing
 operations.............    (888)     (7,792)       1,094        (1,191)      (8,777)
Net loss................    (888)     (7,792)       1,094        (1,191)      (8,777)


                                      F-34


                         REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
OHM Corporation

   We have audited the accompanying consolidated balance sheets of OHM
Corporation and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, changes in shareholders' equity, and
cash flows for each of the three years in the period ended December 31, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

   In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of OHM Corporation and subsidiaries at December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.

                                          Ernst & Young LLP

Columbus, Ohio
February 12, 1998, except for Note 1, as to
 which the date is May 4, 1998

                                      F-35


                                OHM CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                       (In Thousands, Except Share Data)



                                                                December 31,
                                                              -----------------
                                                                1997     1996
                                                              -------- --------
                                                                 
                            ASSETS
Current Assets:
 Cash and cash equivalents................................... $ 31,784 $ 14,002
  Accounts receivable........................................   70,627   85,461
  Costs and estimated earnings on contracts in process in
   excess of billings........................................   47,774   56,303
  Materials and supply inventory, at cost....................   13,285   13,899
 Prepaid expenses and other assets...........................   15,111   20,558
 Deferred income taxes.......................................   11,166   10,513
  Refundable income taxes....................................      259      493
                                                              -------- --------
                                                               190,006  201,229
                                                              -------- --------
Property and Equipment, net..................................   56,610   70,521
                                                              -------- --------
Other Noncurrent Assets:
  Investment in affiliated company...........................    5,637   23,185
  Intangible assets relating to acquired businesses, net.....   46,364   33,534
  Deferred debt issuance and financing costs.................    1,114    1,412
  Deferred income taxes......................................   15,725    3,563
  Other assets...............................................    1,587    3,093
                                                              -------- --------
                                                                70,427   64,787
                                                              -------- --------
    Total Assets............................................. $317,043 $336,537
                                                              ======== ========
            LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Accounts payable............................................ $ 72,692 $ 69,230
 Billings on contracts in process in excess of costs and
  estimated earnings.........................................    1,530      897
 Accrued compensation and related taxes......................    8,646    6,528
 Federal, state and local taxes..............................       86      150
 Other accrued liabilities...................................   17,769   21,477
 Current notes payable.......................................    5,000       --
 Current portion of noncurrent liabilities...................    3,064    5,321
                                                              -------- --------
                                                               108,787  103,603
                                                              -------- --------
Noncurrent Liabilities:
 Long-term debt..............................................   50,041   52,972
 Deferred gain from sale leaseback of equipment..............    2,890    4,484
 Capital leases..............................................       65       32
 Pension agreement...........................................    1,100      874
                                                              -------- --------
                                                                54,096   58,362
                                                              -------- --------
Commitments and Contingencies................................       --       --
Shareholders' Equity:
 Preferred stock, $10.00 par value, 2,000,000 shares
  authorized; none issued and outstanding....................       --       --
 Common stock, $.10 par value, 50,000,000 shares authorized;
  shares issued: 1997--27,425,046; 1996--26,992,140..........    2,742    2,699
 Additional paid-in capital..................................  142,453  138,989
 Retained earnings...........................................    8,965   32,884
                                                              -------- --------
                                                               154,160  174,572
    Total Liabilities and Shareholders' Equity............... $317,043 $336,537
                                                              ======== ========


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-36


                                OHM CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In Thousands, Except per Share Data)



                                                  Years Ended December 31,
                                                 ----------------------------
                                                   1997      1996      1995
                                                 --------  --------  --------
                                                            
Revenue......................................... $526,691  $550,984  $457,925
 Cost of services...............................  454,556   478,924   393,149
                                                 --------  --------  --------
Gross Profit....................................   72,135    72,060    64,776
 Claims settlement costs and other, excluding
  bad debts.....................................   15,919        --        --
 Provision for bad debts: Claims settlement.....   21,958        --        --
Other...........................................    2,900     5,343     2,931
 Selling, general and administrative expenses...   43,160    43,907    42,292
                                                 --------  --------  --------
Operating (Loss) Income.........................  (11,802)   22,810    19,553
                                                 --------  --------  --------
Other (Income) Expenses:
 Investment income..............................     (389)     (124)     (849)
 Interest expense...............................    5,186     7,087    10,413
 Equity in net earnings of affiliate............    1,997      (748)     (287)
 Write-down of investment in NSC Corporation....   14,949        --        --
 Miscellaneous (income) expenses................      878      (296)      (72)
                                                 --------  --------  --------
                                                   22,621     5,919     9,205
                                                 --------  --------  --------
(Loss) Income Before Income Taxes (Benefit).....  (34,423)   16,891    10,348
 Income taxes (Benefit).........................  (10,490)    5,376     3,541
                                                 --------  --------  --------
Net (Loss) Income............................... $(23,933) $ 11,515  $  6,807
                                                 --------  --------  --------
Net (Loss) Income Per Common Share.............. $  (0.88) $   0.43  $   0.31
                                                 ========  ========  ========
Weighted-Average Common Shares..................   27,210    26,820    22,211
                                                 --------  --------  --------
Net (Loss) Income Per Common Share--Assuming
 Dilution....................................... $  (0.88) $   0.43  $   0.30
                                                 ========  ========  ========
Adjusted Weighted-Average Common Shares--
 Assuming Dilution..............................   27,210    26,840    22,413
                                                 --------  --------  --------




  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-37


                                OHM CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                       (In Thousands, Except Share Data)



                            Common Stock
                          ----------------- Additional           Cumulative
                          Number of          Paid-In   Retained  Translation Treasury
                            Shares   Amount  Capital   Earnings  Adjustments  Stock
                          ---------- ------ ---------- --------  ----------- --------
                                                           
Balance at January 1,
 1995...................  15,848,089 $1,584  $ 63,294  $14,656      $(58)    $(2,556)
Proceeds from sale of
 1,000,000 shares common
 stock, less issuance
 expenses of $25,000....   1,000,000    100     9,875
Shares issued for the
 acquisition of the
 Division...............   9,668,000    967    61,149
Issuance of common stock
 warrants...............                        1,372
Stock options exercised,
 211,624 shares reissued
 from treasury..........                         (861)                         2,556
Shares issued for stock
 options................      37,921      4       776
Shares issued for 401(k)
 plan funding...........      93,067      9       823
Deferred translation
 adjustments............                                              (5)
Net income..............                                 6,807
                          ---------- ------  --------  -------      ----     -------
Balance at December 31,
 1995...................  26,647,077  2,664   136,428   21,463       (63)         --
Shares issued for 401(k)
 plan funding...........     345,063     35     2,561
Deferred translation
 adjustments............                                             (31)
Net income..............                                11,515
                          ---------- ------  --------  -------      ----     -------
Balance at December 31,
 1996...................  26,992,140  2,699   138,989   32,978       (94)         --
Shares issued for 401(k)
 plan funding...........     326,711     32     2,658
Shares issued for stock
 options................     106,195     11       806
Deferred translation
 adjustments............                                              14
Net income (loss).......                               (23,933)
                          ---------- ------  --------  -------      ----     -------
Balance at December 31,
 1997...................  27,425,046 $2,742  $142,453  $ 9,045      $(80)    $    --
                          ========== ======  ========  =======      ====     =======




  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-38


                                OHM CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)



                                                 Years Ended December 31,
                                               -------------------------------
                                                 1997       1996       1995
                                               ---------  ---------  ---------
                                                            
Cash flows from operating activities:
 Net (loss) income............................ $ (23,933) $  11,515  $   6,807
 Adjustments to reconcile net (loss) income to
  net cash provided by operating activities:
  Depreciation and amortization...............    13,131     19,963     10,652
  Amortization of other noncurrent assets.....     3,139      3,332      2,916
  Deferred income taxes.......................   (10,490)     5,335      3,483
  (Gain) loss on sale of property and
   equipment..................................    (1,705)      (206)       423
  Equity in net loss (earnings) of affiliate,
   net of dividends received..................     2,599       (147)       314
  Writedown of investment in affiliated
   company....................................    14,949         --         --
  Deferred translation adjustments and other..      (568)    (1,305)    (1,881)
 Changes in current assets and liabilities:
  Accounts receivable.........................    19,034     13,622     10,049
  Costs and estimated earnings on contracts in
   process in excess of billings..............     8,529     11,972    (10,278)
  Materials and supply inventory..............       614     (2,068)    (1,732)
  Prepaid expenses and other assets...........     6,324     (8,125)      (206)
  Refundable income taxes and other...........       234        (92)      (196)
  Accounts payable............................    (1,864)     2,949      3,907
  Billings on contracts in process in excess
   of costs and estimated earnings............       633       (490)    (1,019)
  Accrued compensation and related taxes......     1,638       (512)       476
  Federal, state and local income taxes.......       (64)       (50)        98
  Other accrued liabilities...................    (7,504)   (11,286)    (4,416)
                                               ---------  ---------  ---------
    Net cash flows provided by operating
     activities...............................    24,696     44,407     19,397
                                               ---------  ---------  ---------
Cash flows from investing activities:
 Purchases of property and equipment..........   (18,036)   (23,279)   (14,276)
 Proceeds from sale of property and
  equipment...................................     1,908      4,612      3,813
 Proceeds from sale and leaseback of
  equipment...................................    21,800     12,850         --
 Cash (used) acquired from purchase of
  business, net of acquisition costs..........    (7,092)        --     13,527
 Decrease (increase) in receivable from
  affiliated company..........................        --     15,000     (6,695)
 Increase in other noncurrent assets..........    (1,090)    (1,140)      (589)
                                               ---------  ---------  ---------
    Net cash (used in) provided by investing
     activities...............................    (2,510)     8,043     (4,220)
                                               ---------  ---------  ---------
Cash flows from financing activities:
 Increase in long-term debt...................         8        204      2,209
 Payments on long-term debt and capital
  leases......................................    (7,802)   (10,230)    (8,691)
 Proceeds from borrowing under revolving
  credit agreement............................   187,554    202,300    159,900
 Payments on revolving credit agreement.......  (187,554)  (244,400)  (175,500)
 Proceeds from private placement of common
  stock.......................................        --         --      9,975
 Common Stock issued for 401(k) funding and
  stock options...............................     3,507      2,597      1,612
 Payments on pension agreement................      (117)      (124)      (102)
 Reissuance of treasury stock.................        --         --      1,695
                                               ---------  ---------  ---------
    Net cash (used in) financing activities...    (4,404)   (49,653)    (8,902)
                                               ---------  ---------  ---------
    Net increase in cash and cash
     equivalents..............................    17,782      2,797      6,275
Cash and cash equivalents at beginning of
 year.........................................    14,002     11,205      4,930
                                               ---------  ---------  ---------
Cash and cash equivalents at end of year...... $  31,784  $  14,002  $  11,205
                                               =========  =========  =========


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-39


                                OHM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               December 31, 1997


1. Summary of Significant Accounting Policies

   Basis of Presentation and Principles of Consolidation. The accompanying
consolidated financial statements include the accounts of OHM Corporation (the
"Company") and its subsidiaries. The Company's investment in 40% of the
outstanding common stock of NSC Corporation ("NSC") is carried on the equity
basis. See "Note 17--Special Charges" and "Note 20--Subsequent Events"
regarding disposition of the NSC investment. All material intercompany
transactions and balances among the consolidated group have been eliminated in
consolidation.

   The 1997 financial statements have been restated to continue to apply the
equity method of accounting for its investment in NSC. The Company previously
had concluded in the second quarter of 1997 that it no longer had the ability
to exercise significant influence over the operating and financial policies of
NSC after the Company announced its intention to sell its investment in NSC. As
a result, the Company wrote down its investment in NSC to its fair value (see
"Note 17--Special Charges"), discontinued reporting its share of NSC's profits
and losses in the Company's results of operations in accordance with the equity
method of accounting, and because of the change in circumstances started
accounting for its investment in NSC under FASB Statement No. 115, Accounting
for Certain Investments in Debt and Equity Securities. Based on discussions
with the SEC staff, the Company concluded that it should continue to apply the
equity method of accounting for its investment in NSC. The effect of this
restatement was to decrease 1997 net income by $2,736,000 or $0.10 per share.

   Recent Accounting Pronouncements. In June 1997, the Financial Accounting
Standards Board ("FASB") issued Statements No. 130, "Reporting Comprehensive
Income," and Statement No. 131, "Disclosures about Segments of an Enterprise
and Related Information." Statement No. 130 requires separate reporting of
certain items, already disclosed by the Company, affecting shareholders' equity
outside of those included in arriving at net earnings. Statement No. 131,
effective for fiscal 1999, establishes requirements for reporting information
about operating segments in annual and interim statements. This statement may
require a change in the Company's financial reporting, however, the extent of
this change, if any, has not been determined.

   Use of Estimates. The preparation of the accompanying consolidated financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported
in the consolidated financial statements and the accompanying notes. Actual
results could differ from those estimates.

   Risks and Uncertainties. The Company provides a broad range of environmental
and hazardous waste remediation services to its clients located primarily in
the United States. The assessment, remediation, analysis, handling and
management of hazardous substances necessarily involve significant risks,
including the possibility of damages or injuries caused by the escape of
hazardous materials into the environment, and the possibility of fines,
penalties or other regulatory action. These risks include potentially large
civil and criminal liabilities for violations of environmental laws and
regulations, and liability to customers and to third parties for damages
arising from performing services for clients, which could have a material
adverse effect on the Company. Although the Company believes that it generally
benefits from increased environmental regulations, and from enforcement of
those regulations, increased regulation and enforcement also create significant
risks for the Company.

   The Company does not believe there are currently any material environmental
liabilities which should be recorded or disclosed in its financial statements.
The Company anticipates that its compliance with various laws and regulations
relating to the protection of the environment will not have a material effect
on its capital expenditures, future earnings or competitive position.

                                      F-40


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997


   The Company's revenue from government agencies accounted for 79%, 77% and
76% of revenue for the years ended December 31, 1997, 1996 and 1995,
respectively. Because of its dependence on government contracts, the Company
also faces the risks associated with such contracting, which could include
civil and criminal fines and penalties. As a result of its government
contracting business, the Company has been, is and may in the future be subject
to audits and investigations by government agencies. The fines and penalties
which could result from noncompliance with the Company's government contracts
or appropriate standards and regulations, or the Company's suspension or
debarment from future government contracting, could have a material adverse
effect on the Company's business. The dependence on government contracts will
also continue to subject the Company to significant financial risk and an
uncertain business environment caused by any federal budget reductions.

   In addition to the above, there are other risks and uncertainties that
involve the use of estimates in the preparation of the Company's consolidated
financial statements. See "Note 2--Acquisitions" and "Note 15--Litigation and
Contingencies."

   Stock-Based Compensation. The Company grants stock options for a fixed
number of shares to employees and members of the Board of Directors with an
exercise price equal to the fair value of the shares at the date of grant. The
Company accounts for stock compensation arrangements in accordance with APB
Opinion No. 25, "Accounting for Stock Issued to Employees," ("APB No. 25") and
accordingly, recognizes no compensation expense for the stock compensation
arrangements. The Company has no intention of changing this accounting
practice. The pro forma information regarding net income and earnings per share
as required by Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" ("SFAS No. 123") is disclosed in "Note 13--Stock
Option Plan."

   Revenue and Cost Recognition. The Company primarily derives its revenue from
providing environmental services under cost plus fee, time and materials, fixed
price and unit price contracts. The Company records revenue and related income
from its contracts in process using the percentage-of-completion method of
accounting based on the costs incurred relative to total estimated costs.
Provisions for estimated losses on uncompleted contracts are made in the period
in which such losses are determined. For the year ended December 31, 1997, the
Company recorded a loss of $15,014,000 on its contract at the Hilton-Davis
project in Cincinnati, Ohio. See "Note 17--Special Charges" for further
discussion of the nature and timing of the loss recorded. Changes in project
performance, project conditions and estimated profitability may result in
revisions to costs and income and are recognized in the period in which the
revisions are determined. An amount equal to contract costs attributable to
claims is included in revenue when realization is probable and the amount can
be reliably estimated. Back charges to subcontractors are recorded as
receivables to the extent considered collectible. Contract costs include all
direct labor, material, per diem, subcontract and other direct and indirect
project costs related to contract performance. Certain precontract costs are
capitalized and deferred to be amortized on a straight line basis over the life
of the contract by the Company when the Company concludes that their
recoverability from the contract to which they relate is probable. Revenue
derived from non-contract activities is recorded when the services are
performed.

   Property and Equipment. Property and equipment are carried at cost and
include expenditures which substantially increase the useful lives of the
assets. Maintenance, repairs and minor renewals are expensed as incurred.
Depreciation and amortization, including amortization of assets under capital
leases, are provided on a specific item basis net of salvage value over the
estimated useful lives of the respective assets, using the straight-line
method.


                                      F-41


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

   Capitalized Interest. Interest expense incurred on capital expenditures for
assets constructed by the Company is capitalized and is included in the cost of
such assets. Total interest expense incurred by the Company was $6,104,000,
$8,085,000 and $11,205,000 for the years ended December 31, 1997, 1996 and
1995, respectively. Total interest capitalized was $918,000, $998,000 and
$792,000 for the years ended December 31, 1997, 1996 and 1995, respectively.

   Intangible Assets. Intangible assets consist principally of goodwill and
other intangible assets resulting primarily from acquisitions accounted for
using the purchase method of accounting. Goodwill and other intangible assets
are recorded at the amounts and amortized using the straight-line method over
the lives set forth in the following table:



                                                     December 31,
                                                    ---------------
                                                     1997    1996   Useful Lives
                                                    ------- ------- ------------
                                                    (In Thousands)
                                                           
   Goodwill........................................ $45,655 $33,498   40 Years
   Proprietary processes...........................       0      36   10 Years
   Assembled workforce.............................     397       0    7 Years
   Trade name......................................     311       0    5 Years
                                                    ------- -------
                                                    $46,363 $33,534
                                                    ======= =======


The carrying value of goodwill is reviewed if the facts and circumstances
suggest that it may be impaired. If this review indicates that goodwill will
not be recoverable, as determined based on the undiscounted cash flows of the
entity acquired over the remaining amortization period, the Company's carrying
value of the goodwill will be reduced by the estimated shortfall of cash flows.
The accumulated amortization of intangible assets, including goodwill, relating
to acquired businesses, was $3,061,000 and $1,938,000 at December 31, 1997 and
1996, respectively.

   Insurance Programs. The Company maintains a comprehensive liability
insurance program that is structured to provide coverage for major and
catastrophic losses while essentially self-insuring losses that may occur in
the ordinary course of business. The Company contracts with primary and excess
insurance carriers and generally retains $250,000 to $500,000 of liability per
occurrence through deductible programs, self-insured retentions or through
reinsurance provided by a wholly-owned insurance captive which reinsures some
of the Company's workers' compensation risks. Provisions for losses expected
under these programs are recorded based upon the Company's estimates of the
aggregate liability for claims incurred, including claims incurred but not
reported. Such estimates utilize certain actuarial assumptions followed in the
industry. The Company incurred expense of $5,659,000, $6,949,000 and $4,047,000
for each of the years ended December 31, 1997, 1996 and 1995 respectively.

   Legal Expenses. The Company regularly reviews known litigation matters with
counsel and makes a reasonable estimate of its exposure to not only the impact
of settlements, but also the related expenses, such as attorney's fees. The
Company accrues such cost as necessary based on this analysis.

   Income Taxes. The Company accounts for income taxes under the liability
method pursuant to Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes (SFAS No. 109). Under the liability method,
deferred tax assets and liabilities are determined based on differences between
the financial reporting and tax bases of assets and liabilities using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.

                                      F-42


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997


   Statement of Cash Flows. The Company considers all short-term deposits and
highly liquid investments purchased with an original maturity of three months
or less to be cash equivalents. Cash paid for income taxes for the years ended
December 31, 1997, 1996 and 1995 was $603,000, $482,000 and $986,000,
respectively. Cash paid for interest was $6,159,000, $8,137,000 and $10,937,000
for each of the years ended December 31, 1997, 1996 and 1995, respectively.

   With respect to non-cash investing and financing activities, the Company
acquired $2,564,000, $1,870,000 and $29,000 of fixed assets under financial
obligations for the years ended December 31, 1997, 1996 and 1995, respectively.
In addition, the Company issued $5,000,000 of unsecured promissory notes in
connection with an acquisition in fiscal 1997 and 9,668,000 shares of its
common stock in fiscal 1995 for an acquisition. See Note 2--Acquisitions.

   Net Income (Loss) Per Share. In February 1997, the Financial Accounting
Standards Board issued Statement No. 128, Earnings per Share, which was
required to be adopted on December 31, 1997. The Company has changed the method
used to compute earnings per share and restated all prior periods. Under the
new requirements for calculating basic earnings per share, the dilutive effect
of stock options is excluded. Shares of common stock issuable upon conversion
of the 8% Convertible Subordinated Debentures due 2006 were antidilutive in
each of the years presented; therefore, they were excluded from the calculation
of net income per share. See Note 11--Earnings Per Share.

   Reclassification. Certain amounts presented for the years ended December 31,
1996 and 1995 have been reclassified to conform to the 1997 presentation.

2. Acquisitions

   Effective June 1, 1997, the Company acquired all of the outstanding stock of
Beneco Enterprises, Inc., a Utah corporation (Beneco), for an aggregate
purchase price of $14,700,000. The purchase price was paid as follows: (i)
$9,700,000 (excluding the $2,608,000 of cash acquired as part of Beneco--net
cash paid $7,092,000) in cash and (ii) unsecured promissory notes in the
aggregate of $5,000,000, bearing interest at 7.25%, due and payable June 17,
1998. The Company has agreed to make an additional payment in the year 2000
contingent upon the achievement of certain operating results and other
contractual conditions. Beneco is a provider of project, program and
construction management services to the Department of Defense and other
government agencies throughout the United States.

   The estimated fair value of the assets acquired and liabilities assumed at
the date of the acquisition of Beneco are as follows (in thousands):

                                                                  
   Current assets...................................................... $ 8,208
   Property and equipment..............................................     615
   Goodwill............................................................  13,179
   Other intangibles...................................................     774
   Current liabilities.................................................   8,024

   

   On May 30, 1995, the Company completed the acquisition of substantially all
of the assets and certain liabilities of the hazardous and nuclear waste
remediation service business (the Division) of Rust International Inc. (Rust)
in exchange for 9,668,000 shares of common stock of the Company, or
approximately 37% of the outstanding shares of the Company's common stock. Such
shares issued to Rust are subject to a number of

                                      F-43


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

restrictions set forth in a Standstill and Non-competition Agreement that was
entered into pursuant to the Agreement and Plan of Reorganization dated
December 5, 1994, as amended (the Reorganization Agreement), among the Company,
Rust and certain of their subsidiaries. In addition to the net assets of the
Division, the Company received $16,636,000 in cash pursuant to provisions of
the Reorganization Agreement that provided for an adjustment based on the
average per share price of the Company's common stock for a 20 trading day
period prior to closing. Also, under terms of the Reorganization Agreement, as
amended on March 22, 1996, the Company received an additional $15,000,000 on
March 25, 1996, which reduced goodwill. For purposes of calculating the
consideration given by the Company for the Division, such 20 trading day
average per share price of $11.25 was used, adjusted to reflect a 40% discount
for the restricted nature of the common stock issued. Consideration for the
Division aggregated $65,259,000, which includes $3,143,000 of direct costs
related to the acquisition.

   In exchange for a warrant to purchase up to 700,000 shares of the Company's
common stock at an exercise price of $15.00 per share during the five years
following the closing date, Rust's parent company, WMX Technologies, Inc.
("WMX"), will provide the Company with a credit enhancement in the form of
guarantees, issued from time to time upon request of the Company, of up to
$62,000,000 of the Company's indebtedness, which will increase proportionately
up to $75,000,000 upon issuance of shares under the warrant. See "Note 19--
Subsequent Events".

   The acquisitions of Beneco and the Division have been accounted for using
the purchase method and, accordingly, the acquired assets and assumed
liabilities, including goodwill, have been recorded at their estimated fair
values as of June 1, 1997 for Beneco and May 30, 1995 for the Division. The
Company's consolidated financial statements for the twelve months ended
December 31, 1997 include the results of Beneco since June 1, 1997. The
following table sets forth the unaudited combined pro forma results of
operations of the Company for the twelve months ended December 31, 1997 and
1996, giving effect to the acquisition of Beneco as if such acquisition had
occurred on January 1, 1996. The Company's consolidated financial statements
also include the results of operations for the Division since May 30, 1995. The
following table sets forth the unaudited combined pro forma results of
operations for the year ended December 31, 1995 giving effect to the
acquisition of the Division as if such acquisition had occurred on January 1,
1995.



                                                      Pro Forma
                                               Year Ended December 31,
                                        ---------------------------------------
                                            1997          1996         1995
                                        ------------  ------------ ------------
                                        (In Thousands, Except Per Share Data)
                                                          
   Revenue............................. $    555,271  $    622,814 $    520,465
   Net income (loss)...................      (24,895)       13,050        8,142
   Net income (loss) per share......... $      (0.92) $       0.49 $       0.31


   The combined pro forma results of operations for the years ended December
31, 1997, 1996 and 1995 are based upon certain assumptions and estimates which
the Company believes are reasonable. The combined pro forma results of
operations may not be indicative of the operating results that actually would
have been reported had the transactions been consummated on January 1, 1996 for
Beneco and January 1, 1995 for the Division, nor are they necessarily
indicative of results which will be reported in the future.


                                      F-44


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

3. Accounts Receivable and Costs and Estimated Earnings on Contracts in Process

   Accounts receivable are summarized as follows:



                                                                December 31,
                                                               ----------------
                                                                1997     1996
                                                               -------  -------
                                                               (In Thousands)
                                                                  
   Accounts billed and due currently.......................... $43,982  $45,573
   Unbilled receivables.......................................  37,827   59,649
   Retainage..................................................   4,265    5,167
                                                               -------  -------
                                                                86,074  110,389
   Allowance for uncollectible accounts....................... (15,447) (24,928)
                                                               -------  -------
                                                               $70,627  $85,461
                                                               =======  =======


   The consolidated balance sheets include the following amounts:



                                                              December 31,
                                                            ------------------
                                                              1997      1996
                                                            --------  --------
                                                             (In Thousands)
                                                                
   Costs incurred on contracts in process.................  $306,314  $442,923
   Estimated earnings.....................................    63,128    90,442
                                                            --------  --------
                                                             369,442   533,365
   Less billings to date..................................  (323,198) (477,959)
                                                            --------  --------
                                                            $ 46,244   $55,406
                                                            ========  ========
   Costs and estimated earnings on contracts in process in
    excess of billings....................................  $ 47,774  $ 56,303
   Billings on contracts in process in excess of costs and
    estimated earnings....................................    (1,530)     (897)
                                                            --------  --------
                                                            $ 46,244  $ 55,406
                                                            ========  ========


   Unbilled receivables and costs and estimated earnings on contracts in
process typically represent: (i) amounts earned under the Company's contracts
but not yet billable to clients according to contract terms, which usually
consider passage of time, achievement of certain project milestones or
completion of the project; and (ii) amounts equal to contract costs
attributable to claims included in revenue. In addition, unbilled receivables
and costs and estimated earnings on contracts in process include amounts
relating to contracts with federal government agencies which require services
performed by the Company's subcontractors to be paid prior to billing. The
Company reasonably expects to collect the accounts receivable and the costs and
estimated earnings on contracts in process in excess of billings net of the
allowance for uncollectible accounts within one year. Amounts subject to
uncertainty include certain claims and other similar items for which an
allowance for uncollectible accounts has been established. See "Note 15--
Litigation and Contingencies" and "Note 17--Special Charges" for further
discussion of principal items comprising the allowance.

   The Company provides a broad range of environmental and hazardous waste
remediation services to industrial, federal government agencies, and state and
local government agencies located primarily in the United States and Canada.
The Company's industrial, federal government, and state and local government
clients constituted 38%, 58%, and 4%, respectively, of total accounts
receivable and costs and estimated earnings on contracts in process at December
31, 1997.


                                      F-45


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

4. Property and Equipment



                                                   December 31,
                                                  ----------------    Useful
                                                   1997     1996      Lives
                                                  -------  -------  ----------
                                                  (In Thousands)
                                                           
   Land.......................................... $   284  $   257          --
   Buildings and improvements....................  21,798   21,698  1-40 Years
   Machinery and equipment.......................  72,326   89,831  3-15 Years
   Construction in progress......................   1,823    8,385          --
                                                  -------  -------
                                                   96,231  120,171
   Less accumulated depreciation and
    amortization................................. (39,621) (49,650)         --
                                                  -------  -------
                                                  $56,610  $70,521
                                                  =======  =======


5. Investment in Affiliated Company

   The combined summarized financial information of the Company's 40% owned
asbestos abatement and specialty contracting subsidiary, NSC, is set forth
below:



                                                                 December 31,
                                                                ---------------
                                                                 1997    1996
                                                                ------- -------
                                                                (In Thousands)
                                                                  
   Current assets.............................................. $34,906 $41,123
   Noncurrent assets...........................................  39,583  44,102
   Total assets................................................  74,489  85,225
   Current liabilities.........................................  18,080  19,969
   Noncurrent liabilities......................................   5,253   7,610




                                                      Years Ended December 31,
                                                     ---------------------------
                                                       1997      1996     1995
                                                     --------  -------- --------
                                                           (In Thousands)
                                                               
   Revenue.......................................... $115,955  $129,043 $124,529
   Gross profit.....................................   11,027    22,589   19,447
   Operating (loss) income..........................   (7,785)    4,361    1,859
   Net (loss) income................................   (4,994)    1,861      715
   Company's interest in net (loss) income..........   (1,997)      748      287


   During the second quarter of 1997, the Company wrote down its investment in
NSC to the expected net realizable value based on its plans to sell its 40%
share of NSC. As a result, the Company recorded a $12,089,000 (net of
$2,860,000 income tax benefit) charge to earnings. The Company accounts for the
investment in 40% of the outstanding stock of NSC Corporation on the equity
method. Although NSC's stock had traded below the per share carrying value of
the recorded investment for some time prior to June 1997, the Company believed
this decline was temporary because NSC had continued to report net income,
positive cash flow from operations, and continued to pay dividends. In the
second quarter of 1997, the Company made the decision to sell its investment in
NSC. The Company concluded in the second quarter of 1997 that as a result of
its decision to sell its investment in NSC, it should record an impairment
loss. This loss was calculated to be $14.9 million before tax which represents
the difference between the Company's carrying amount of its investment per
share ($5.83) and the fair market value per share of NSC's stock on the day
that the Company decided to sell ($2.10) times the 4,010,000 shares held by the
Company. See "Note 20--Subsequent Events". The Company received cash dividends
from NSC aggregating $602,000 for each of the years ended December 31, 1997,
1996, and 1995.

                                      F-46


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997


6. Other Accrued Liabilities

   Other accrued liabilities are summarized as follows:


                                                                 December 31,
                                                                ---------------
                                                                 1997    1996
                                                                ------- -------
                                                                (In Thousands)
                                                                  
   Reserve for loss projects................................... $ 4,328 $ 5,839
   Reserve for legal settlements...............................   2,694   5,490
   Reserve for self-insurance..................................   4,360   4,212
   Accrued insurance...........................................   2,411   2,601
   Other.......................................................   3,976   3,335
                                                                ------- -------
                                                                $17,769 $21,477
                                                                ======= =======


7. Long-Term Debt

   The long-term debt of the Company is summarized below:


                                                             December 31,
                                                            ----------------
                                                             1997     1996
                                                            -------  -------
                                                            (In Thousands)
                                                               
   8% Convertible Subordinated Debentures due October 1,
    2006................................................... $46,764  $46,764
   Notes payable to financial institutions.................   2,806    8,434
   Notes payable...........................................   3,494    3,066
                                                            -------  -------
                                                             53,064   58,264
   Less current portion....................................  (3,023)  (5,292)
                                                            -------  -------
                                                            $50,041  $52,972
                                                            =======  =======


   The convertible subordinated debentures are convertible into 41.67 shares of
common stock per $1,000 unit with interest payable semiannually on April 1 and
October 1, and are redeemable at the option of the Company. The convertible
subordinated debentures require annual mandatory sinking fund payments of 7.5%
of the principal amount which commenced in 1996, and continue through October
1, 2005. The Company purchased and retired $5,736,000 and $5,000,000 of the
outstanding debentures during 1996 and 1995, respectively. The fair value of
the convertible subordinated debentures, based on a quoted market price,
approximates $45,325,000 at December 31, 1997. The amortization of debt
issuance costs related to the convertible subordinated debentures was $88,000,
$97,000 and $108,000 for the years ended December 31, 1997, 1996 and 1995,
respectively.

   On May 31, 1995, the Company entered into a $150,000,000 revolving credit
agreement with a group of banks (the "Bank Group") to provide letters of credit
and cash borrowings. There were no cash borrowings outstanding at December 31,
1997 or 1996. The agreement has a five year term and is scheduled to expire on
May 30, 2000. WMX has issued a guarantee of up to $62,000,000 outstanding under
the credit agreement in favor of the Bank Group. See "Note 2--Acquisition."
Under the terms of the agreement the entire credit facility can be used for
either cash borrowings or letters of credit subject to certain covenants. Cash
borrowings bear interest at either the prime rate plus a percentage up to
0.625% or, at the Company's option, the Eurodollar market rate plus a
percentage ranging from 0.325% to 1.625%. The percentage over the prime rate or
the Eurodollar market is based on the aggregate amount borrowed under the
facility, the presence of the WMX guarantee, and the Company's financial
performance as measured by an interest coverage ratio and a total funded debt
ratio. The arrangement provides the participating banks and WMX with a security
interest in the Company's equipment, inventories, accounts receivables, general
intangibles and in the Company's investment in the common stock of NSC as well
as the Company's other subsidiaries. The agreement also

                                      F-47


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

imposes, among other covenants, a minimum tangible net worth covenant, a
restriction on all of the Company's retained earnings including the declaration
and payment of cash dividends and a restriction on the ratio of total funded
debt to earnings before income taxes, depreciation and amortization. The
Company had $13,300,000 and $12,223,000 of letters of credit outstanding under
its revolving credit facility at December 31, 1997 and 1996, respectively.

   Notes payable to financial institutions consist of a $2,806,000 note payable
bearing interest at 8.58% payable in quarterly installments of $356,000 with
the final payment of $957,000 due in August 1999. The above agreement provides
the respective financial institution with a security interest in the equipment
financed with the proceeds from such note.

   Notes payable include: (i) a $143,000 interest bearing note at a rate of
9.50% payable in equal monthly installments of $48,000, due in April 1998, (ii)
a $66,000 interest bearing note at a rate of 9.22% payable in equal monthly
installments of $13,000, due in June 1998, (iii), a $79,000 interest bearing
note at a rate of 7.50% payable in equal monthly installments of $8,000, due in
December 1998, (iv) a $717,000 interest bearing note at a rate of 8.67% payable
in equal monthly installments of $48,000, due in July 1999, (v) a $72,000
interest bearing note at a rate of 8.70% payable in equal installments of
$5,000, due in June 1999, (vi) a $187,000 interest bearing note at a rate of
7.51% payable in equal monthly installments of $8,000, due in July 1999, (vii)
a $1,637,000 interest bearing note at a rate of 8.50% payable in equal monthly
installments of $61,000, due in May 2000 and (viii) a $593,000 interest bearing
note at a rate of 7.96% payable in equal monthly installments of $20,000, due
in October 2000.

   Current Notes payable include $5,000,000 of unsecured promissory notes
bearing interest of 7.25% due June 17, 1998 to the former shareholders of
Beneco.

   The aggregate maturity of long term debt, including annual mandatory sinking
fund payments for the convertible subordinated debentures, for the five years
ending December 31 is: 1998, $5,226,000; 1999, $7,099,000; 2000, $4,804,000;
2001, $4,313,000; 2002, $4,313,000; 2003 and thereafter $27,309,000. The
aggregate maturity of the required mandatory sinking fund payments for the
convertible subordinated debentures for the five years ending December 31 is:
1998, $2,203,000; 1999, $4,313,000; 2000, $4,313,000; 2001, $4,313,000; 2002,
$4,313,000; 2003 and thereafter, $27,309,000.

8. Leases

   Future minimum lease payments under noncancelable operating leases total
$15,744,000, $13,264,000, $10,659,000, $7,532,000 and $3,308,000 for the years
ended December 31, 1998, 1999, 2000, 2001 and 2002, respectively. Lease
payments under noncancelable operating leases subsequent to the year ended
December 31, 2002 aggregate $6,510,000.

   In addition to the above, the Company has entered into agreements for the
sale and leaseback of certain of the Company's thermal destruction units
located at various project sites. The leases are for one or two years with
annual renewals at the option of the Company with a maximum term of four or
five years each. The leases call for rental payments which total $8,002,000,
$8,106,000, $8,106,000, $5,696,000 and $1,223,000 for the years ended December
31, 1998, 1999, 2000, 2001 and 2002, respectively, with required early
termination payments of up to $19,986,000, $19,561,000, $12,710,000 or
$4,269,000 in the event that some or all of the leases are canceled on or
before expiration of the full lease terms in 1998, 1999, 2000 or 2001,
respectively. The leases are classified as operating leases in accordance with
Statement of Financial Accounting Standards No. 13, "Accounting for Leases".
For the year ended December 31, 1997, the total cost and accumulated
depreciation of $29,701,000 and $13,080,000, respectively, were removed from
the accounts and total gains realized on the sales of $2,979,000 were deferred.
For the year ended December 31, 1996, the total cost and

                                      F-48


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

accumulated depreciation of $11,579,000 and $4,181,000, respectively, were
removed from the accounts and total gain realized on the sale of $5,452,000 was
deferred. The deferred gains are being amortized to income as adjustments to
lease expense over the terms of the leases.

   Rental expense under operating leases totaled $23,177,000, $14,029,000 and
$8,858,000 for the years ended December 31, 1997, 1996 and 1995, respectively.

9. Income Taxes

   Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

   Significant components of the Company's deferred tax liabilities and assets
as of December 31, 1997 and 1996 are as follows:


                                                               December 31,
                                                              ----------------
                                                               1997     1996
                                                              -------  -------
                                                              (In Thousands)
                                                                 
Long-term deferred tax liabilities:
  Property and equipment..................................... $ 9,410  $10,470
  Intangible assets..........................................   1,726    1,131
  Investments................................................       8    2,784
                                                              -------  -------
    Total long-term deferred tax liabilities.................  11,144   14,385
Long-term deferred tax assets:
  Net operating loss ("NOL") carryforwards...................  22,505    7,571
  Intangible assets..........................................   1,446    1,840
  Research and development tax credits.......................   7,307    5,832
  Other tax credit carryforwards.............................   2,421    2,431
  Other, net.................................................   1,837    3,474
                                                              -------  -------
    Total long-term deferred tax assets......................  35,516   21,148
  Valuation allowance for long-term deferred tax assets......  (8,808)  (3,358)
                                                              -------  -------
    Total long-term deferred tax assets--net of valuation
     allowance...............................................  26,708   17,790
                                                              -------  -------
  Net long-term deferred tax assets--domestic operations.....  15,564    3,405
  Foreign tax NOL carryforwards..............................     167      167
  Valuation allowance for foreign deferred tax assets........      (6)      (9)
                                                              -------  -------
    Net long-term deferred tax assets........................ $15,725  $ 3,563
                                                              =======  =======
Current deferred tax liabilities:
  Revenue recognition........................................ $ 2,779  $    --
  Prepaid expenses...........................................   1,047    1,095
  Tax reserves...............................................      55      366
                                                              -------  -------
    Total current deferred tax liabilities...................   3,881    1,461
Current deferred tax assets:
  Bad debt reserves..........................................   5,941    9,722
  Project accruals...........................................   4,282    8,709
  NOL carryforwards..........................................   5,787    1,950
  Other, net.................................................   3,193    1,196
                                                              -------  -------
    Total current deferred tax assets........................  19,203   21,577
  Valuation allowance for current deferred tax assets........  (4,156)  (9,603)
                                                              -------  -------
    Total current deferred tax assets--net of valuation
     allowance...............................................  15,047   11,974
                                                              -------  -------
    Net current deferred tax assets.......................... $11,166  $10,513
                                                              =======  =======



                                      F-49


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

   The net foreign long-term deferred tax assets of $161,000 and $158,000 at
December 31, 1997 and 1996, respectively, are attributable to the foreign
operations of the Company and cannot be offset with the net long-term deferred
tax liabilities resulting from the Company's domestic operations. The
provisions for income taxes (benefit) consist of the following:



                                                      Years Ended December 31,
                                                      ---------------------------
                                                        1997      1996    1995
                                                      ---------  ----------------
                                                           (In Thousands)
                                                                
   Current:
     Federal......................................... $      --  $    -- $    --
     State...........................................        --       41      58
                                                      ---------  ------- -------
                                                             --       41      58
   Deferred:
     Federal.........................................    (9,477)   4,569   3,036
     State...........................................    (1,013)     766     447
                                                      ---------  ------- -------
                                                        (10,490)   5,335   3,483
                                                      ---------  ------- -------
                                                       $(10,490) $ 5,376 $ 3,541
                                                      =========  ======= =======


   The reasons for differences between the provisions for income taxes and the
amount computed by applying the statutory federal income tax rate to income
(loss) from operations before income taxes are as follows:



                                                  Years Ended December 31,
                                                 ----------------------------
                                                   1997      1996      1995
                                                 --------  --------  --------
                                                            
   Federal statutory rate.......................     34.0%     34.0%     34.0%
   Add (deduct):
     State income taxes, net of federal
      benefit...................................      3.2       4.8       3.2
     Research and development tax credits.......      4.3      (8.6)     (4.5)
     Goodwill...................................     (1.3)      2.4       1.2
     Write-down of investment in NSC
      Corporation...............................     (7.0)       --        --
     Equity in net earnings of affiliates.......     (2.3)     (1.2)     (0.8)
     Other, net.................................     (0.4)      0.4       1.1
                                                 --------  --------  --------
                                                     30.5%     31.8%     34.2%
                                                 ========  ========  ========



                                      F-50


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

   Net operating loss, capital loss and tax credit carryforward amounts and
their respective expiration dates for income tax purposes are as follows (in
thousands):



                                                     Amount  Expiration Date
                                                     ------- ---------------
                                                       
   Net operating losses:                             $ 2,473         2006
                                                      17,268         2010
                                                      53,467         2012
                                                     -------
                                                     $73,208
                                                     =======
   State net operating losses in excess of federal:  $   389         1998
                                                          72         1999
                                                       2,942         2006
                                                       2,235         2007
                                                       2,165         2008
                                                       2,848         2009
                                                       3,769         2010
                                                     -------
                                                     $14,420
                                                     =======
   Research and development tax credits:             $   261         2002
                                                         413         2003
                                                         331         2004
                                                         610         2005
                                                         556         2006
                                                         969         2007
                                                         715         2008
                                                       1,121         2009
                                                         225         2010
                                                         985         2011
                                                       1,121         2012
                                                     -------
                                                     $ 7,307
                                                     =======
   Alternative minimum tax credits:                  $ 1,218   Indefinite
                                                     =======
   Miscellaneous credits:                               $190         1998
                                                          41         1999
                                                         106         2000
                                                         121         2001
                                                          24         2005
                                                     -------
                                                     $   482
                                                     =======
   Foreign tax net operating loss:                   $   427         1998
                                                     =======



                                      F-51


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

10. Related Party Transactions

   The Company has a policy whereby transactions with directors, executive
officers and related parties require the approval of a disinterested majority
of the Board of Directors.

   The Company has been reimbursed by NSC for certain third party charges paid
on NSC's behalf, such as letter of credit fees, insurance and bonding costs and
legal fees. The costs charged to NSC for general liability and other insurance
coverages were $188,000, $1,774,000 and $981,000 for the years ended
December 31, 1997, 1996 and 1995, respectively. In the normal course of
business, NSC has provided the Company with subcontract services on certain of
its projects for asbestos abatement and industrial maintenance services. The
costs for such services were $233,000, $40,000 and $212,000 for the years ended
December 31, 1997, 1996 and 1995, respectively. The Company has provided
remediation services to NSC in the amount of $121,000 for the year ended
December 31, 1996.

   In the normal course of business, the Company has provided to WMX and its
affiliates certain subcontractor services on remediation and construction
projects, the cost of these services, in the aggregate, were $23,664,000,
$12,959,000 and $10,242,000 for the years ended December 31, 1997, 1996 and
1995, respectively. The Company has purchased from WMX and its affiliates,
hazardous waste disposal services, the cost of these services, in the
aggregate, were $6,868,000, $7,536,000 and $6,636,000 for the years ended
December 31, 1997, 1996 and 1995, respectively. At December 31, 1997, 1996 and
1995, the Company has $2,831,000, $6,873,000 and $3,871,000 of accounts
receivable and $1,385,000, $968,000 and $806,000 of accounts payable,
respectively, recorded related to such activities. In addition to the above,
WMX paid $15,000,000 to the Company in 1996, which was related to final
payments due under terms of the Reorganization Agreement, as amended March 22,
1996.

   The Company rents certain buildings and contracts certain services from The
KDC Company and Findlay Machine and Tool, Inc. Such expenses totaled $318,000,
$348,000 and $94,000 for the years ended December 31, 1997, 1996 and 1995,
respectively. The principal shareholders of the companies are officers and
directors of the Company.

   The Company has purchased general contractor services and equipment from
Alvada Construction, Inc. which totaled $7,000, $957,000 and $226,000 for the
years ended December 31, 1997, 1996 and 1995, respectively. The principal
shareholder of the company is directly related to certain officers and
directors of the Company.

   In the normal course of business, the Company has purchased subcontractor
services on certain of its projects from Kirk Brothers Co., Inc. which totaled
$1,161,000, $2,265,000 and $615,000 for the years ended December 31, 1997, 1996
and 1995, respectively. The principal shareholders of the company are directly
related to certain officers and directors of the Company.

   During 1985, the Company executed a pension agreement with a former officer,
directly related to certain directors of the Company, for an annual pension
commencing on June 1, 1990, of $96,000, subject to cost of living adjustments,
for the remainder of his life and that of his spouse if she survives him. The
Company made pension payments totaling $118,000, $124,000 and $102,000 pursuant
to this agreement during the years ended December 31, 1997, 1996 and 1995,
respectively.

                                      F-52


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997


11. Earnings per Share

   The following table sets forth the computation of basic and diluted earnings
per share:



                                         1997     1996    1995   1994     1993
                                       --------  ------- ------ -------  ------
                                        (In Thousands,Except Per Share Data)
                                                          
Numerator
  Net income (loss)................... $(23,933) $11,515 $6,807 $(7,616) $4,407
                                       --------  ------- ------ -------  ------
Denominator
  Denominator for basic earnings per
   share--weighted-average shares.....   27,210   26,820 22,211  15,582  12,250
  Effect of dilutive employee stock
   options............................       --       20    202      --     204
                                       --------  ------- ------ -------  ------
  Denominator for diluted earnings per
   share--adjusted weighted-average
   shares and assumed conversions.....   27,210   26,840 22,413  15,582  12,454
                                       ========  ======= ====== =======  ======
  Net (loss) income per common share.. $  (0.88) $  0.43 $ 0.31 $ (0.49) $ 0.36
                                       ========  ======= ====== =======  ======
  Net (loss) income per common share--
   assuming dilution.................. $  (0.88) $  0.43 $ 0.30 $ (0.49) $ 0.35
                                       ========  ======= ====== =======  ======


   See "Note 20--Subsequent Events" for additional disclosure regarding
employee stock options, warrants and repurchase of outstanding shares.

12. Capital Stock

   The Company has authorized 2,000,000 shares of preferred stock at a $10.00
par value. No shares of preferred stock had been issued at December 31, 1997.
The rights and preferences of the preferred stock will be fixed by the Board of
Directors at the time such shares are issued. The preferred stock, when issued,
will have dividend and liquidation preferences over those of the common
shareholders.

   On March 28, 1995, the Company sold to H. Wayne Huizenga and an affiliated
family foundation 1,000,000 shares of its common stock and options for an
aggregate purchase price of $10,000,000, less issuance expenses of $25,000. The
options are exercisable over five years for the purchase of 620,000 shares of
common stock upon payment of $10.00 per share and 380,000 shares of common
stock upon payment of $12.00 per share. See "Note 20--Subsequent Events."

13. Stock Option Plans

   The Company has elected to follow APB No. 25 and related interpretations in
accounting for its employee stock options because, as discussed below, the
alternative fair value accounting provided for under SFAS No. 123 requires use
of option valuation models that were not developed for use in valuing employee
stock options. Under APB No. 25, because the exercise price of the Company's
employee stock options equals the market price of the underlying stock on the
date of grant, no compensation expense is recognized.

   The Company's 1986 Incentive Stock Option Plan ("1986 Plan") as amended by
vote of the shareholders at the 1994 and 1996 Annual Meetings, has authorized
the grant of options to officers and key employees for up to 3,850,000 shares
of the Company's common stock. All options granted have 10 year terms and vest
and become fully exercisable at the end of up to 6 years of continued
employment. The number of shares available for grants of additional options
under the 1986 Plan were 666,441 and 1,161,674 at December 31, 1997 and 1996,
respectively.

                                      F-53


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997


   On August 6, 1992, the Company's Board of Directors approved a stock option
plan for the Board of Directors (the "Directors' Plan"), which was
subsequently approved by the Company's shareholders at the 1993 Annual
Meeting. The Directors' Stock Option Plan provides for the immediate grant to
each non- employee director a stock option for 15,000 shares of the Company's
common stock, less the number of shares held by any such director under the
1986 Stock Option Plan. Additionally, the Directors' Plan provides for
additional grants of stock options for 5,000 shares of the Company's common
stock, at prices not less than the fair value, to each non-employee director
annually. Options granted under the Directors' Plan may not be exercised for a
period of six months following the date of grant and terminate up to eleven
years after the date of grant or eighteen months after the holder ceases to be
a member of the Board of Directors, whichever occurs earlier. The total number
of shares available for grants of additional options under the Directors' Plan
at December 31, 1997 and 1996 was 785,000 and 805,000, respectively.

   On August 15, 1996, the Board of Directors of the Company approved the OHM
Corporation Incentive Stock Plan ("ISP") which permits the Board to grant
shares of common stock of the Company to officers of the Company under
restrictions set forth with the grant. Shares issued under the ISP are subject
to substantial risk of forfeiture within the meaning of Section 83 of the
Internal Revenue Code of 1986. There have been 105,000 shares of common stock
issued under the ISP with a vesting date of August 15, 2001 for 100% of the
shares. Total expense recognized for the year ended December 31, 1997 in
connection with shares issued under this plan is $226,844.

   See "Note 20--Subsequent Events" for disclosure of disposition of shares in
the aforementioned plans.

   Pro forma information regarding net income and earnings per share is
required by SFAS No. 123, which also requires that the information be
determined as if the Company had accounted for its employee stock options
granted subsequent to December 31, 1994 under the fair value method of that
Statement. The fair value for these options was estimated at the date of grant
using a Black-Scholes option pricing model. The following assumptions were
used in the valuation, and no dividends were assumed:



                                                          1997   1996   1995
                                                          -----  -----  -----
                                                               
   Average expected life (years).........................     6      7      7
   Expected volatility...................................  0.41   0.46   0.46
   Risk free interest rate...............................     6%     6%     6%
   Weighted average fair value of options granted during
    the year............................................. $3.83  $4.20  $5.40


   The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its employee stock
options.

   For purposes of pro forma disclosures of net income and earnings per share,
the estimated fair value of the options is amortized to expense over the
options' vesting period. The Company's pro forma information follows:



                                                      Pro Forma
                                               Years Ended December 31,
                                        ----------------------------------------
                                            1997           1996        1995
                                        -------------  ------------ ------------
                                        (In Thousands, Except Per Share Data)
                                                           
   Net (loss) income...................      $(25,020)      $10,901      $6,428
   Net (loss) income per share......... $       (0.92) $       0.41 $      0.29



                                     F-54


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

   The following is a summary of the stock option activity:



                                                      Number    Weighted Average
                                                    of Shares    Exercise Price
                                                    ----------  ----------------
                                                          
   1986 Plan
   Outstanding at January 1, 1995..................  1,765,350        $9.41
     Granted.......................................    632,750         9.89
     Exercised.....................................   (249,545)        7.74
     Canceled......................................   (134,735)        9.81
                                                    ----------
   Outstanding at December 31, 1995................  2,013,820         9.74
     Granted.......................................  1,097,569         8.33
     Exercised.....................................         --           --
     Canceled...................................... (1,004,399)       11.06
                                                    ----------
   Outstanding at December 31, 1996................  2,106,990         8.38
     Granted.......................................    807,000         8.20
     Exercised.....................................   (106,195)        7.69
     Canceled......................................   (311,767)        8.28
                                                    ----------
   Outstanding at December 31, 1997................  2,496,028         8.36
                                                    ==========
   Exercisable at December 31, 1996................  1,037,008         8.44
                                                    ==========
   Exercisable at December 31, 1997................  1,221,738         8.54
                                                    ==========
   Directors' Plan
   Outstanding at January 1, 1995..................     85,000       $10.16
     Granted.......................................     65,000        11.83
                                                    ----------
   Outstanding at December 31, 1995................    150,000        10.88
     Granted.......................................     60,000         7.94
     Canceled......................................    (15,000)       10.50
                                                    ----------
   Outstanding at December 31, 1996................    195,000        10.01
     Granted.......................................     35,000         7.50
     Canceled......................................    (15,000)       11.75
                                                    ----------
   Outstanding at December 31, 1997................    215,000         9.48
                                                    ==========
   Exercisable at December 31, 1996................    180,000        10.20
                                                    ==========
   Exercisable at December 31, 1997................    215,000         9.48
                                                    ==========


   Exercise prices for options outstanding as of December 31, 1997 for the 1986
Plan and the Director's Plan ranged from $6.38 to $11.88 and $7.38 to $15.63,
respectively. The weighted-average remaining contractual life of those options
is 7.2 and 7.5 years, respectively.

14. Retirement and Profit-Sharing Plans

   The Company has a Retirement Savings Plan (the "Plan") which allows each of
its eligible employees to make contributions, up to a certain limit, to the
Plan on a tax-deferred basis under Section 401(k) of the Internal Revenue Code
of 1986, as amended. Eligible employees are those who are employed full-time,
are over twenty-one years of age, and have one year of service with the
Company. The Company may, at its discretion, make matching contributions and
profit sharing contributions to the Plan out of its profits for the

                                      F-55


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

plan year. The Company made matching contributions of $2,718,000, $2,691,000
and $1,643,000 to the Plan for the years ended December 31, 1997, 1996 and
1995, respectively.

   Effective January 1, 1996, the Board of Directors of the Company approved
the Retirement and Incentive Compensation Plan ("RICP") which provides eligible
employees an election to defer a specified percentage of their cash
compensation. The obligations of the Company under the RICP will be unsecured
general obligations to pay the deferred compensation under the terms of the
RICP. Participants may elect under the plan to invest deferrals in an OHM
Common Stock Deferral Account for which contributions will be treated as if
such amounts had been used to purchase shares of the Company's stock and not as
actual purchases of the Company's stock. At the discretion of the compensation
committee of the Board of Directors, contributions to the plan will be matched
by the Company and all amounts invested in the plan will earn interest at the
prime rate published by the Wall Street Journal if not invested in the OHM
Common Stock Deferral Account.

   The Company's contributions to the plan, for both the match and the earnings
on amounts invested are expensed as incurred including market value
appreciation in the OHM Common Stock Deferral Account. A monthly average per
share price of OHM common stock is used to calculate the contributions to the
Stock Deferral Account. No dividends have been declared on the common stock.
Total expense was $564,000 and $154,000 for the years ended December 31, 1997
and 1996, respectively.

15. Litigation and Contingencies

   The Company is currently in litigation in the U.S. District Court for the
Western District of New York with Occidental Chemical Corporation
("Occidental") relating to the Durez Inlet Project performed in 1993 and 1994
for Occidental in North Tonawanda, New York. The Company's work was
substantially delayed and its costs of performance were substantially increased
as a result of conditions at the site which the Company believes were
materially different than as represented by Occidental. In December 1994,
Occidental filed suit against the Company. Occidental's amended complaint seeks
$8,806,000 in damages primarily for alleged costs incurred as a result of
project delays and added volumes of incinerated waste. The Company's
counterclaim seeks an amount in excess of $9,200,000 for damages arising from
Occidental's breach of contract, misrepresentation and failure to pay
outstanding contract amounts.

   The Company is in litigation with General Motors Corp. In the U.S. District
Court for the Northern District of New York. GM filed suit in January 1996
alleging that the Company breached a contract between Hughes Environmental
Systems, Inc. (HESI), a GM subsidiary, for work in 1994 for the remediation of
22,000 cubic yards of PCB contaminated sediment in the St. Lawrence River in
Massena. GM seeks damages for $3.8 million. The Company in turn filed suit
against HESI and ERM Northeast, Inc. In U.S. District Court in Northern New
York seeking $3.6 million in damages for breach of contract. The GM suit was
later consolidated with the Company's suit against HESI and ERM. GM alleges
that the Company abandoned the contract through inability to perform while the
Company claims that performance was impacted by conditions at the site that
were not as represented.

   Litigation and claims involving the Company relate primarily to the
collection of outstanding accounts receivable of the Company. The Company
regularly evaluates the need to establish accounts receivable reserves for such
litigation and claims. Total accounts receivable reserves for such litigation
and claims were $7,665,000 and $17,596,000 for the years ended December 31,
1997 and 1996, respectively. In addition, the Company has established a general
litigation reserve of $2,015,000 and $3,494,000 for the years ended December
31, 1997 and 1996, respectively to cover litigation and claims costs as well as
other matters not impacting accounts receivable.


                                      F-56


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

   Management believes that it has established adequate reserves should the
resolution of the above matter be lower than the amounts recorded and for other
matters in litigation or other claims and disputes. There is, however, always
risk and uncertainty in pursuing and defending litigation and arbitration
proceedings in the course of the Company's remediation business and,
notwithstanding the reserves currently established, adverse future results in
litigation or other proceedings could have a material adverse impact upon the
Company's consolidated future results of operations or financial condition. In
addition to the above, the Company is subject to a number of claims and
lawsuits in the ordinary course of its business. In the opinion of management,
the outcome of these actions, which are not clearly determinable at the present
time, are either adequately covered by insurance, or if not insured, will not,
in the aggregate, have a material adverse impact upon the Company's
consolidated financial position or the results of future operations.

16. Major Customers

   Revenue from federal government agencies accounted for 72%, 72% and 71% of
total revenue from continuing operations for the years ended December 31, 1997,
1996 and 1995, respectively. Revenue from state and local government agencies
accounted for 7%, 5% and 5% of total revenue from continuing operations for the
years ended December 31, 1997, 1996 and 1995, respectively. There were no
industrial customers which accounted for more than 10% of total revenue for the
years ended December 31, 1997, 1996 and 1995.

17. Special Charges

   During the second quarter of 1997, the Company settled litigation and
received an unfavorable binding arbitration decision that established a need to
write-down claims receivable previously recorded by the Company. These actions
together with a thorough analysis by management of other claims, litigation and
the related receivables and a decision by management to establish reserves for
the consolidation of certain laboratory and operational functions resulted in
the Company recording a $22,726,000 (net of $15,151,000 income tax benefit),
charge during the second quarter of 1997.

   The following discussion details the various elements of the charge:

   Separation and Recovery Systems, Inc. ("SRS"). In June 1997, the Company
received an unfavorable binding arbitration decision in a dispute between the
Company and SRS. SRS's subcontract with the Company to provide thermal
desorption treatment services at the Hilton Davis chemical site in Cincinnati,
Ohio was terminated by the Company in the second quarter of 1996 due to failure
to perform. The Company subsequently attempted to perform the treatment process
with the SRS equipment and was unsuccessful. The inability of SRS to perform
caused the Company to incur significant expense to complete the required
treatment process. The Company's total claim in arbitration against SRS for the
resulting expense of failed performance was $18,500,000 and included deferred
cost of $9,814,000 recorded by the Company as a receivable from SRS. In
addition to not collecting the receivable, the arbitration decision required
the Company to pay SRS $2,400,000 in damages for their counterclaim for
wrongful termination. The Company also established a loss reserve of $2,800,000
to complete the treatment effort required as a result of the above. Prior to
the arbitration decision the Company had concluded that it was not probable
that a loss had occurred based on the opinion of counsel, consequently the
write-off was taken in the same period that the decision was rendered.

   Citgo Petroleum Corporation ("Citgo"). In June 1997, the Company settled
litigation with Citgo and Occidental Oil & Gas (Oxy) relating to a project
which was performed by the Company for Citgo at its Lake Charles, Louisiana
refinery in 1993 and 1994. This litigation resulted from the Company filing a
request for equitable adjustment in April 1994 based on deficient project
specifications provided by Citgo, the subsequent

                                      F-57


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

lawsuit filed by Citgo in April 1994 and the counterclaims filed by the Company
in July 1994. In 1995 Citgo and the Company brought separate actions against
Oxy as a third party with previous involvement at the site. Extensive discovery
by all parties prior to a scheduled trial in 1997 led to settlement discussions
in the second quarter of 1997. Under the terms of the settlement with Citgo and
Oxy, the Company received a cash payment of $14,346,000 against outstanding
receivables of $22,609,000 resulting in a write-off of accounts receivable of
$8,263,000. Prior to accepting the settlement offer, the Company had concluded
that it was not probable that a loss had occurred based on the opinion of legal
counsel that there existed a reasonable basis to support the Company's claim in
litigation. The settlement and resulting write down of accounts receivable
occurred after management completed its assessment of the litigation, the
determination of the maximum amount of settlement that could be obtained and
its review of the disadvantages of continuing litigation which would divert the
attention of company management and resources.

   Other Litigation and Accounts Receivable. In addition to the aforementioned
disputes, the Company made a decision to resolve other significant legal
matters involving outstanding accounts receivable. In June 1997, the Company
settled outstanding litigation with B&V Construction, Inc. ("B&V") for
$1,550,000 pertaining to a dispute involving subcontracted services at a
General Motors project in Flint, Michigan during late 1994. Payment to B&V was
made in July 1997. Accounts receivable involving disputes primarily related to
two additional contracts were also written down to facilitate settlement. These
decisions resulted from management's analysis of the unfavorable SRS
arbitration decision and the protracted Citgo litigation and subsequent
settlement and concluded that the risk associated with continued pursuit of
legal remedies was not acceptable and the further diversion of management's
attention to effect favorable outcomes was not appropriate. Prior to that time,
the Company had concluded that it was not probable that a loss had occurred
based on the opinion of counsel.

   Litigation Costs. As a result of the above discussed legal matters and the
significant expense of resolving such matters, the Company has accrued
$2,100,000 for the expenses of the litigation such as attorney's fees. This
accrual includes costs associated with those matters included in the special
charge discussed above including those that expect to be settled. The Company
concluded that due to the timing of the settlements discussed above, the
related expense of settlement should also be accrued.

   Region Reorganization, Laboratory Closure & Severance. In May 1997,
management of the Company made a decision to consolidate certain regional
operations, close certain offices and cease commercial laboratory operations.
These decisions were made as part of a comprehensive plan completed in the
second quarter of 1997 to restructure operations of the company. Thus,
resulting expense was recognized as a special charge at that time. Employees of
the Company were notified of the reduction in force at that time and
substantially all of the reserve requiring a cash settlement was paid prior to
the end of 1997. The components of this special charge were:



                                                                  (In Thousands)
                                                                  --------------
                                                               
   Cash items:
     Severance...................................................     $1,500
     Lease termination and facility closure......................      1,139
     Other.......................................................        388
                                                                      ------
       Subtotal..................................................      3,027
   Non cash items:
     Fixed Assets................................................        773
                                                                      ------
       Total.....................................................     $3,800
                                                                      ======



                                      F-58


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

   NSC Divestiture. During its second quarter of 1997, the Company decided to
sell its 40% share of NSC Corporation. As a result, the Company recorded a
$12,089,000 (net of $2,860,000 income tax benefit), charge during the second
quarter of 1997, to reduce the carrying value of its NSC investment to reflect
the likely value to be realized given the Company's current intentions. See
"Note 5--Investment in Affiliated Company" and "Note 20--Subsequent Events".

   The following table summarizes the detailed components of the charge:



                                                         Tax          Net
                                           Charge      Benefit        Loss
                                        ------------ -------------------------
                                        (In Thousands, Except Per Share Data)
                                                         
   SRS Settlement and Project Loss
    Accrual............................ $     15,014 $      6,006 $      9,008
   Citgo Settlement (Net of $14.3
    million)...........................        8,263        3,305        4,958
   Other Litigation and Accounts
    Receivable.........................        8,700        3,480        5,220
   Litigation Costs....................        2,100          840        1,260
   Region Reorganization & Other.......        3,800        1,520        2,280
                                        ------------ ------------ ------------
     Total Claims Settlement & Other...       37,877       15,151       22,726
     Total Write-down of Investment in
      NSC..............................       14,949        2,860       12,089
                                        ------------ ------------ ------------
     Total Charge...................... $     52,826 $     18,011 $     34,815
                                        ============ ============ ============


   The Company's consolidated statement of operations for the year ended
December 31, 1995 includes a $2,312,000 (net of $1,542,000 income tax benefit)
charge for integration costs related to the acquisition of the Division. The
charge was recorded as a selling, general and administrative expense and was
primarily for severance and relocation costs for certain of the Company's
personnel and the closing of certain of the Company's offices as a result of
combining the operations of the Division and the Company.

18. Quarterly Financial Information (Unaudited)

   The following table sets forth the Company's condensed consolidated
statements of operations by quarter for 1997 and 1996.


                                   First    Second    Third    Fourth
                                  Quarter  Quarter   Quarter  Quarter
                                  -------- --------  -------- --------
                                   (In Thousands, Except Per Share Data)
                                                        
   1997
   Revenue....................... $108,498 $129,313  $143,656 $145,224
   Gross profit..................   13,851   17,874    20,909   19,501
   Selling, general and
    administrative expenses......   10,409   49,368    11,972   12,188
   Operating income (loss).......    3,442  (31,494)    8,937    7,313
   Net income (loss) (1)......... $  1,438 $(31,609) $  4,062 $  2,176
                                  -------- --------  -------- --------
   Basic and diluted net income
    (loss) per share............. $   0.05 $  (1.16) $   0.15 $   0.08
                                  ======== ========  ======== ========
   1996
   Revenue....................... $118,963 $129,177  $158,272 $144,572
   Gross profit..................   15,030   17,560    20,638   18,832
   Selling, general and
    administrative expenses......   11,176   11,943    13,124   13,007
   Operating income..............    3,854    5,617     7,514    5,825
   Net income.................... $  1,330 $  2,379  $  3,996 $  3,810
                                  -------- --------  -------- --------
   Basic and diluted net income
    per share.................... $   0.05 $   0.09  $   0.15 $   0.14
                                  ======== ========  ======== ========

- --------
(1) During the second quarter of 1997, the Company recorded a $34,815,000
    charge (net of income tax benefit of $18,011,000) or $1.28 per share,
    charge for the settlement and write-down of certain claims and litigation,
    establishment of reserves for the consolidation of certain laboratory and
    operational functions, and the reduction of the carrying value of its NSC
    investment.

                                      F-59


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997


19. Segment Information

   The Company operates in two industry segments. The first includes
environmental and hazardous waste remediation services. The second, which
consists solely of Beneco Enterprises, Inc., includes project, program and
construction management services. Both segments provide services to primarily
federal government agencies such as the Department of Defense.



                                                     Environmental Construction
                                        Consolidated  Remediation   Management
                                        ------------ ------------- ------------
                                                    (In Thousands)
                                                          
   1997
   Net sales...........................   $469,396      $57,295      $526,691
   Operating income....................    (19,185)       7,383       (11,802)
   Assets employed at year end.........    285,694       31,349       317,043
   Depreciation and amortization.......     16,233           37        16,270
   Capital Expenditures................     17,891          145        18,036


   Prior to the acquisition of Beneco in 1997, the Company operated in only one
segment, Environmental Remediation. There were no intersegment sales. The
operating loss in the Environmental Remediation segment for 1997 is due to the
special charges recorded in the second quarter, all of which related to that
segment. See "Note 17--Special Charges."

20. Subsequent Events (Unaudited)

   The Company has entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated January 15, 1998, by and among the Company, International
Technology Corporation ("Parent") and IT-Ohio, Inc. ("Purchaser"). Pursuant to
the Merger Agreement, on February 25, 1998 Purchaser, a wholly owned subsidiary
of Parent, completed a tender offer (the "Offer") for 13,933,000 shares of
Common Stock (each, a "Share" and collectively, the "Shares") by purchasing
such Shares at a price of $11.50 per Share, net to the tendering shareholder in
cash. The Offer was described in the Tender Offer Statement on Schedule 14D-1
filed by Purchaser on January 16, 1998 with the Securities and Exchange
Commission (the "Commission").

   The Merger Agreement provides that, subject to the satisfaction or waiver of
certain conditions precedent (including the approval of the Merger Agreement by
holders of a majority of the outstanding Shares), Purchaser will merge with and
into the Company (the "Merger"), and the Company will be the surviving
corporation in the Merger, with the result that the Company will become a
wholly owned subsidiary of Parent. Based upon the preliminary results of the
Offer and on the number of shares of Common Stock outstanding on
February 24, 1998, at the effective time of the Merger, each remaining Share
outstanding will be converted into the right to receive approximately 1.077
shares of the common stock of Parent and approximately $2.61 in cash.

   James L. Kirk, Joseph R. Kirk, H. Wayne Huizenga and The Huizenga Family
Foundation, all shareholders of the Company, have entered into voting
agreements whereby they agree to vote their shares of Common Stock in favor of
the Merger.

   Pursuant to the Merger Agreement and the Share Repurchase Agreement, dated
as of January 15, 1998 and as amended and restated as of February 11, 1998 and
as amended and restated as of February 17, 1998 (the "Repurchase Agreement"),
by and among the Company, Parent, WMX, Rust and Rust Remedial Services Holding
Company Inc., an affiliate of WMX, the Company repurchased from WMX and its
affiliates 2,535,381 Shares for $11.50 per Share, concurrently with the payment
for Shares pursuant to the Offer (the "Repurchase"), and WMX and its affiliates
tendered 7,111,543 Shares in the Offer. Pursuant to the Repurchase

                                      F-60


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

Agreement, WMX and its affiliates also agreed to vote all Shares held by them
in favor of the Merger. WMX also agreed to cancel, without payment of any
separate consideration, the Warrants and any rights it may have to purchase
additional shares of Common Stock. In addition, the Guaranty Agreement and
related guarantees as well as key provisions of the Standstill Agreement will
terminate upon consummation of the Merger.

   The Company also has an approximately 40% interest in NSC Corporation
("NSC"), a provider of asbestos abatement and specialty contracting services.
Pursuant to the Merger Agreement, the Company will pay a pro rata distribution
(the "NSC Distribution") to holders of record of the Shares as of the close of
business on February 24, 1998, of all of the shares of Common Stock, par value
$0.01 per share, of NSC held by the Company (the "NSC Shares"). The payment
date for the NSC Distribution is March 6, 1998, which is the earliest date on
which the NSC Distribution may be paid under the Company's Regulations. It is
anticipated that the NSC Distribution will be treated as a pro rata taxable
redemption that qualifies as a sale or exchange for tax purposes.

   In connection with the Company's entry into the Merger Agreement and by
resolution of the Company's Board of Directors, the Company's 1986 Stock Option
Plan and the Company's Nonqualified Stock Option Plan for Directors were
amended to immediately vest each non-vested stock option issued under such
plans and to give each of the option holders the right to cancel their options
in exchange for a cash payment equal to the difference between $11.50 per share
and the respective exercise price of each option. In addition, the Company's
Board of Directors took action to allow holders of the restricted stock issued
under the Company's Incentive Stock Plan to tender such stock in the Offer. As
a result of the above actions, the Company will incur up to $9,400,000 of
compensation expense during the first quarter of 1998 if all of the stock
option holders elect to receive the cash payment for their outstanding options.
In addition, pursuant to that certain letter agreement, dated as of January 15,
1998, by and between H. Wayne Huizenga and the Company, all of the outstanding
options held by H. Wayne Huizenga were canceled as of February 25, 1998 in
consideration of $1,500,000.

   The consummation of the transactions contemplated by the Merger Agreement is
subject to the satisfaction of various conditions, including, without
limitation: (i) the approval by the stockholders of Parent for the issuance of
shares of Parent Common Stock pursuant to the Merger Agreement, and (ii) the
approval of the Merger Agreement and the Merger by the shareholders of the
Company. The Company received early termination of the waiting period required
under the Hart-Scott-Rodino Antitrust Improvements Act during January 1998.

   The accompanying financial statements were prepared assuming the Company
would continue operations independently and do not anticipate adjustments which
may be required as a result of the Merger. The Merger will be accounted for
using the purchase method and as a result may impact the carrying value of
certain of the Company's assets and liabilities.

                                      F-61


                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of FLUOR DANIEL GTI, Inc.

   We have audited the accompanying consolidated statement of operations and
consolidated statement of cash flows of Fluor Daniel GTI, Inc. (the Company)
for the year ended October 31, 1998. These statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
statements based on our audit.

   We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the statements. We believe that
our audit provides a reasonable basis for our opinion.

   In our opinion, the statements referred to above present fairly, in all
material respects, the consolidated results of operations and cash flows of
Fluor Daniel GTI, Inc. for the year ended October 31, 1998 in conformity with
generally accepted accounting principles.

                                          Ernst & Young LLP

Boston, Massachusetts
November 20, 1998,
except for Note 8, as to which
the date is December 3, 1998.

                                      F-62


                             FLUOR DANIEL GTI, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS
                    (in thousands, except per share amounts)



                                                                        Year
                                                                        Ended
                                                                     October 31,
                                                                        1998
                                                                     -----------
                                                                  
Revenues............................................................  $200,245
Operating cost of revenues..........................................   163,382
                                                                      --------
Gross profit........................................................    36,863
Selling, general and administrative expenses........................    31,609
License and other income............................................       288
Loss on sale of company assets, net.................................      (913)
                                                                      --------
Income before investment and interest income........................     4,629
Investment and interest income, net.................................       721
                                                                      --------
Income before provision for income taxes............................     5,350
Provision for income taxes..........................................     4,261
                                                                      --------
Net income..........................................................  $  1,089
                                                                      ========
Net income per share--basic and diluted.............................  $   0.13
Weighted average shares outstanding--basic..........................     8,388
Weighted average share outstanding--diluted.........................     8,403



           See accompanying notes to partial financial presentation.

                                      F-63


                             FLUOR DANIEL GTI, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)




                                                                       Year
                                                                       Ended
                                                                    October 31,
                                                                       1998
                                                                    -----------
                                                                 
Cash flows from operating activities:
 Net income........................................................  $  1,089
 Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation and amortization....................................     3,539
  Deferred income taxes............................................       (98)
  Write-off of investment..........................................       178
  Changes in operating assets and liabilities, net of effects of
   acquisitions:
   Accounts receivable and unbilled revenues ......................     1,978
   Other current assets and prepaid expenses.......................       837
   Other assets....................................................       244
   Accounts payable................................................     3,778
   Accrued salaries and benefits...................................     1,875
   Advance billings on contract....................................        49
   Other accrued liabilities.......................................     1,851
   Income taxes payable............................................     1,889
                                                                     --------
Net cash provided for operating activities.........................    17,210
Cash flows from investing activities:
 Expenditures for property, plant and equipment....................    (5,219)
 Sale of fixed assets..............................................     3,087
 Purchase of marketable securities.................................   (16,200)
 Sale of marketable securities.....................................     9,345
 Investments in and advances to joint ventures.....................        33
                                                                     --------
Net cash used in investing activities..............................    (8,954)
Cash flows from financing activities:
 Proceeds from sale of stock under employee stock plans............       554
                                                                     --------
Net cash provided by financing activities..........................       554
                                                                     --------
Effect of exchange rate changes on cash and cash equivalents.......      (273)
                                                                     --------
Net increase in cash and cash equivalents..........................     8,537
Cash and cash equivalents at beginning of year.....................     3,588
Cash and cash equivalents at end of year...........................  $ 12,125
                                                                     ========
Supplemental disclosures of cash flow information:
 Income taxes paid.................................................  $  1,435


           See accompanying notes to partial financial presentation.

                                      F-64


                             FLUOR DANIEL GTI, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Summary of Significant Accounting Policies

   Description of Business. Fluor Daniel GTI, Inc. provides a broad range of
environmental consulting, engineering and construction management services.
These services currently focus on the assessment and remediation of
contaminated soil and groundwater using a broad range of techniques and
technologies. These services are provided separately or in combination for
customers in a variety of industries and for federal and state governments.
Accordingly, the Company operates in one industry segment.

   Basis of Presentation. As discussed in Note 8, the Company was acquired by
the IT Group, Inc. on December 3, 1998. The accompanying consolidated statement
of operations and consolidated statement of cash flows were prepared for
purposes of inclusion in an Offering Memorandum for the placement of $200
million of aggregate principal amount of Senior Subordinated Notes due 2009 to
be issued by the IT Group. These statements are not intended to be a complete
presentation of the Company's financial position. A consolidated balance sheet
and related footnotes have been purposely omitted from this presentation.

   On May 10, 1996, the Company closed a series of transactions (the "Change of
Control Transactions") pursuant to which it became a majority-owned subsidiary
of Fluor Daniel, Inc. ("Fluor Daniel"), a global construction, engineering,
maintenance and services company. In addition, the Company entered into a
Marketing Agreement with Fluor Daniel, and the Company changed its name from
"Groundwater Technology, Inc." to "Fluor Daniel GTI, Inc." to emphasize the new
relationship.

   Principles of Consolidation. The consolidated financial statements include
the accounts of Fluor Daniel GTI, Inc. and its wholly-owned subsidiaries (the
"Company"). All material intercompany transactions and accounts have been
eliminated. The Company accounts for its investments in unconsolidated
affiliated companies under the equity method.

   Translation of Foreign Currencies and Foreign Exchange Transactions. For
non-U.S. operations, the functional currency is the applicable local currency.
The translation of the functional currencies into U.S. dollars is performed for
balance sheet accounts using current exchange rates in effect at the balance
sheet date and for revenue and expense accounts using average rates of exchange
prevailing during the reporting period. Adjustments resulting from the
translation of foreign currency financial statements are accumulated in a
separate component of stockholders' equity until the entity is sold or
substantially liquidated. Gains or losses resulting from foreign currency
transactions are included in the results of operations.

   Earnings per Common Share. In 1997, the Financial Accounting Standards Board
issued Statement No. 128, Earnings per share. Statement 128 was effective for
the fiscal year ending October 31, 1998 and replaced the calculation of primary
and fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts have been presented to
conform to the Statement 128 requirements.

                                      F-65


                             FLUOR DANIEL GTI, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The following table sets forth the computation of basic and diluted earnings
per share for the year ended October 31, 1998:

                                                               
   Numerator:
     Numerator for basic and diluted earnings per share--Net
      Income........................................................  1,089,000
   Denominator:
     Denominator for basic earnings per share--weighted average
      shares........................................................  8,388,000
   Effect of dilutive employee stock options........................     15,000
                                                                     ----------
   Denominator for diluted earnings per share.......................  8,403,000
                                                                     ----------
   Basic and diluted earnings per share............................. $     0.13
                                                                     ==========

   

Options to purchase 1,164,000 shares of the company stock were excluded from
the calculation above because their effect would have been antidilutive.

   Employee Stock Plans. The Company's stock plans are accounted for under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB25), and related interpretations.

   Revenue Recognition. Revenue is recognized when services are performed.
Certain projects are accounted for on the percentage-of-completion method,
primarily based on contract costs incurred to date compared with total
estimated contract costs. Changes to total estimated contract costs and losses,
if any, are recognized in the period in which they are determined. Revenues
recognized in excess of amounts billed are classified as current assets under
unbilled revenues. Amounts billed to clients in excess of revenues recognized
to date are classified as advance billings on contracts.

   As of October 31, 1998, the Company was in the process of submitting change
orders against one of its customers of approximately $5,800,000 in excess of
the agreed contract price.

   License and Other Income. License and other income includes license and
royalty income earned on the Company's intellectual property and income from
equity investments in the environmental industry.

   Depreciation. Depreciation is calculated on the straight-line method over
the estimated useful lives of the assets. Depreciation expense for the fiscal
year ending October 31, 1998 was $2,900,000.

   Risk and Uncertainties. Credit is extended based on an evaluation of the
customer's financial condition, with terms consistent in the industry and
normally collateral is not required. Losses from credit sales are provided for
in the financial statements and have been generally within the allowance
provided. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Significant estimates include collectability of accounts
receivable and unbilled revenues and recovery of intangible assets and deferred
tax assets. Actual results could differ from those estimates and would impact
future results of operations and cash flows.

                                      F-66


                            FLUOR DANIEL GTI, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


2. Income Taxes

   The provision for income taxes consisted of the following:



                                                                    Year Ended
                                                                   October 31,
                                                                       1998
                                                                  --------------
                                                                  (In thousands)
                                                               
   Current:
     Federal.....................................................     $3,655
     State.......................................................        727
     Foreign.....................................................         60
                                                                      ------
                                                                       4,442
   Deferred (prepaid):
     Federal.....................................................       (305)
     State.......................................................        (83)
     Foreign.....................................................        207
                                                                      ------
                                                                        (181)
                                                                      ------
                                                                      $4,261
                                                                      ======


   The provisions for income taxes were at rates other than the U.S. federal
statutory income tax rate for the following reasons:



                                                                  Year Ended
                                                                 October 31,
                                                                     1998
                                                                --------------
                                                                (In thousands)
                                                             
   U.S. federal statutory income tax rate %....................      34.0%
   State income taxes net of federal income tax benefit........       7.7
   Foreign income taxes........................................       2.4
   Meals and entertainment.....................................       2.0
   Goodwill....................................................       2.0
   Interest income exempt from federal tax.....................      (3.1)
   Non-benefitable loss on the sale of Canadian subsidiary.....       1.3
   Provision for income tax contingencies and other tax
    matters....................................................      33.3
                                                                     ----
                                                                     79.6%


   The net change in the total valuation allowance during the fiscal year
ended October 31, 1998 was $30,000.

   The Company is currently contesting issues before the Internal Revenue
Service for the tax years 1991 and 1992, primarily relating to issues of
substantiation of certain deductions. The Company has been cooperating with
the IRS to resolve these issues and is currently awaiting a report from the
IRS regarding the Company's efforts on these issues. In the opinion of
management, adequate provision has been recorded for taxes that may arise from
IRS adjustments, penalties and interest.

3. Related Parties

   The Company provides certain environmental consulting services to Fluor
Daniel and other affiliated entities. Revenues from these consulting services
have been reflected in the accompanying statements in accordance with a
Marketing Agreement (the "Agreement") signed in conjunction with the
Investment Agreement between the Company and Fluor Daniel. Under the terms of
the Agreement, affiliates are charged for

                                     F-67


                             FLUOR DANIEL GTI, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

labor cost plus established multipliers on base compensation. Due to the
variable and often unpredictable nature of the Company's work load, consulting
services are provided to Fluor Daniel as conditions allow. Revenues from Fluor
Daniel and other affiliated entities were $4,184,000 for the fiscal year ended
October 31, 1998.

4. Commitments and Contingencies

   Lease Commitments. The Company leases virtually all of its facilities under
operating leases. Most of these leases have renewal options, and certain of
them require increasing rent payments over the term of the lease and payments
for additional expenses such as taxes and maintenance. One of the leases also
contains a purchase option. Additionally, the Company leases equipment and
vehicles under operating leases.

   Future minimum payments under all noncancelable leases are as follows:



                                                                  (In thousands)
                                                                  --------------
                                                               
   1999..........................................................     $3,262
   2000..........................................................      2,585
   2001..........................................................      2,097
   2002..........................................................      1,074
   2003 and thereafter...........................................        249
                                                                      ------
                                                                      $9,267
                                                                      ======


   Rent expense charged to operations was $4,658,000 for the fiscal year ended
October 31, 1998.

   Other Commitments. A substantial number of the Company's contracts with its
customers require the Company to indemnify the customer for claims, damages or
losses for personal injury or property damage relating to the Company's
performance of the contracts unless such injury or damage is solely the result
of the customer's negligent or willful acts or omissions. A number of the
insurance policies maintained by the Company for this purpose are provided
through arrangements which require the Company to indemnify the insurance
carrier for all losses and expenses under the policies and to support its
indemnity commitments with letters of credit. At October 31, 1998, such letters
of credit aggregated $7,848,155. Management believes an adequate level of
insurance coverage has been provided. The Company has guaranteed a $700,000
line of credit for Enterprise Environmental and Earthworks, Inc., an investee
accounted for under the equity method.

   Contingencies. In the ordinary course of conducting its business, the
Company becomes involved in a number of lawsuits and administrative
proceedings, including environmentally related matters. Some of these
proceedings may result in fines, penalties or judgments being assessed against
the Company which, from time to time, may have an impact on earnings for a
particular quarter. The Company does not believe that these matters,
individually or in the aggregate, will have a material adverse effect on its
operations, cash flows or financial condition.

5. Employee Benefit Plans.

   Profit Sharing Plan and Bonus Performance Plan. During the fiscal year ended
October 31, 1998, the Company had a profit sharing plan for the benefit of all
employees meeting certain minimum service requirements. The plan provided for
20% of adjusted pre-tax operating income to be distributed to employees at the
end of the fiscal year.

   The Company has bonus performance programs covering eligible employees under
which awards are made at the discretion of the Compensation Committee of the
Board of Directors. Bonus expense was approximately $1,508,000, for the fiscal
year ended October 31, 1998.

                                      F-68


                             FLUOR DANIEL GTI, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Retirement Savings Plan. The Company has a Retirement Savings Plan under
Section 401(k) of the Internal Revenue Code for the benefit of all U.S.
employees meeting certain minimum service requirements. Eligible employees may
elect to contribute to the plan up to 12% of their cash compensation, subject
to limitations established by the Internal Revenue Code. The trustees of the
plan select investment opportunities from which participants may choose to
contribute.

   The plan requires a matching contribution by the Company of 100% on the
first 1%, and 25% on the next 4% of each participant's contribution, but not
greater than the maximum allowable under the Internal Revenue Code. The Company
may also contribute a discretionary amount to the plan which may be allocated
to employees based upon employees' contributions to the plan. The Company's
matching contributions currently vest at a rate of 25% per year based upon
years of service. The Company's contributions to this plan were $949,000, for
the fiscal year ended October 31, 1998.

   The Company has various defined contribution plans covering substantially
all non-U.S. employees. The Company's contributions to these plans were
approximately $224,000 for the fiscal year ended October 31, 1998.

6. Industry Segment Information

   The Company provides a wide range of environmental services to both the
private and government sectors including scientific and engineering
applications from environmental assessment, permitting and remediation through
design and construction to operations and maintenance services. These services
are provided to a variety of different industries including petroleum,
chemical, power, pharmaceutical and others.

   In fiscal year ending October 31, 1998, no single customer accounted for
more than 10% of the Company's revenues. Income before income taxes was
$4,750,000 and $600,000 from the Company's domestic and foreign operations,
respectively.

7. Special Charges

   In the first quarter of fiscal 1998, the Company took a charge of $406,000
in other expense related to a write off for uncollectible advances made in
prior years to the current owner of the former Fluor Daniel GTI analytical
laboratory business.

   In the third quarter of fiscal 1998, the Company recorded, within other
expense, a loss on the sale of its Wichita, Kansas laboratory building of
approximately $500,000 as well as a $206,000 loss on the sale of its Canadian
subsidiary. These losses in other expense were offset by a gain of $199,000 on
the sale of the Company's Australian laboratory assets.

8. Subsequent Events

   On December 3, 1998, the Company agreed to be acquired by The IT Group, Inc.
("IT") at a per share price of $8.25. The Company became a wholly-owned
subsidiary of The IT Group, Inc. and changed its name to Groundwater
Technology, Inc.

   In connection with the Company's entry into the Acquisition Agreement and by
resolution of the company's Board of Directors, the Company's Stock Option
Plans were amended to immediately vest each non-vested stock option issued
under such plans and to exchange such options for a cash payment equal to $0.10
per share if the exercise price of the option was greater than $8.25 per share
or the difference between $8.25 per share and the respective exercise price of
each option if the exercise price of the option was less than $8.25 per share.

                                      F-69


                       REPORT OF INDEPENDENT ACCOUNTANTS

To ICF Kaiser International, Inc.

   We have audited the accompanying statement of assets acquired and
liabilities assumed of the Environment and Facilities Management Group (the EFM
Group) of ICF Kaiser International, Inc. (the Company) as of December 31, 1998,
and the related statement of operating revenue and expenses, for the year then
ended. The Statement of Assets Acquired and Liabilities Assumed and the related
Statement of Operating Revenue and Expenses (the Statements) are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the Statements based on our audit.

   We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the Statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the Statements. We believe that
our audit provides a reasonable basis for our opinion.

   As discussed in Note 1, pursuant to the terms of the Asset Purchase
Agreement dated March 8, 1999, the accompanying Statements have been prepared
solely to present the assets acquired and liabilities assumed of the EFM Group
as of December 31, 1998, and its operating revenue and expenses for the year
then ended, and are not intended to be a complete presentation of the financial
statements of the EFM Group.

   In our opinion, the Statement of Assets Acquired and Liabilities Assumed and
the Statement of Operating Revenue and Expenses referred to above present
fairly, in all material respects, the assets acquired and liabilities assumed
of the EFM Group as of December 31, 1998, and its operating revenue and
expenses for the year then ended pursuant to the Asset Purchase Agreement
referred to in Note 1, in conformity with generally accepted accounting
principles.

                                          PricewaterhouseCoopers LLP

McLean, Virginia
March 11, 1999

                                      F-70


                  ENVIRONMENT AND FACILITIES MANAGEMENT GROUP

              Statement of Assets Acquired and Liabilities Assumed
                                 (In thousands)



                                                                    December 31,
                                                                        1998
                                                                    ------------
                                                                 
Assets Acquired
Fixed Assets
 Furniture and equipment...........................................      460
  Less accumulated depreciation....................................     (225)
                                                                       -----
                                                                         235
Other Assets
 Investments in and advances to affiliates.........................      155
                                                                       -----
    Total assets acquired..........................................      390
Liabilities Assumed
Current Liabilities
 Accrued vacation..................................................      778
                                                                       -----
    Total liabilities assumed......................................      778
                                                                       -----
Commitments and Contingencies
Deficit of Assets Acquired
 Over Liabilities Assumed..........................................    $(388)
                                                                       =====





                       See notes to financial statements

                                      F-71


                  ENVIRONMENT AND FACILITIES MANAGEMENT GROUP

                  STATEMENT OF OPERATING REVENUE AND EXPENSES
                                 (In thousands)



                                                                     Year Ended
                                                                    December 31,
                                                                        1998
                                                                    ------------
                                                                 
Gross Revenue
 Third parties.....................................................   $104,085
 Related parties...................................................      1,221
 Equity in income of joint ventures................................        600
                                                                      --------
                                                                       105,906
                                                                      --------
Operating Expenses
 Subcontract and direct material costs.............................     53,362
 Direct labor and fringe benefits..................................     26,553
 Group overhead....................................................     18,863
 Related parties...................................................        945
 Depreciation and amortization.....................................         58
                                                                      --------
                                                                        99,781
                                                                      --------
Operating Income...................................................   $  6,125
                                                                      ========





                       See notes to financial statements

                                      F-72


                          NOTES TO THE STATEMENTS FOR
                THE ENVIRONMENT AND FACILITIES MANAGEMENT GROUP


1. Basis of Presentation

   The Environment and Facilities Management Group (the EFM Group) of ICF
Kaiser International, Inc (the Company) performs contracts for the oversight of
major program management and technical support activities for U.S. government
agencies, as well as private-sector environmental clients. Client contracts
generally fall into two categories, either environmental remediation, which
covers the spectrum of environmental consulting, characterization, remediation,
design, and construction or facilities management, which involves engineering,
environmental operations, and architecture.

   The EFM Group is not a legal entity and the assets and liabilities
associated with the EFM Group are components of the larger business and other
legal entities of the Company. As a result, while separate financial
information is maintained for the EFM Group's operating revenue and operating
expenses as well as for certain of its asset and liability balances, no
complete set of separate financial statements is prepared or maintained. The
accompanying statements are presented pursuant to the terms of an Asset
Purchase Agreement dated March 8, 1999 between the Company and The IT Group,
Inc. (IT). The statements present the operating revenue and expenses of the EFM
Group for the year ended December 31, 1998, as well as the balances on December
31, 1998 of assets and liabilities that are subject to acquisition. This
information is not intended to be a complete presentation of the financial
statements of the EFM Group.

   The accompanying statements have been prepared from the historical
accounting records of the Company and do not purport to reflect the assets and
liabilities or results of operations that would have resulted if the EFM Group
had operated as an unaffiliated independent company. The financial information
presented herein is based on the Company's historical costs and does not give
consideration to the adjustments that may result from acquisition by IT. Since
only certain assets and liabilities are subject to acquisition, a statement of
cash flows for the EFM Group is not applicable.

   Certain expenses incurred by the Company, directly on behalf of the EFM
Group have been allocated to the EFM Group on various bases (See Note 8),
which, in the opinion of management, are reasonable. However, such allocated
expenses are not necessarily indicative of the EFM Group results had it been
operated as a separate company. Additionally, it is not practicable for
management to estimate the level of such expenses which might have been
incurred had the EFM Group been operated on a stand-alone basis for the year
ended December 31, 1998.

   The accompanying Statement of Operating Revenue and Expenses does not
include allocations of the Company's overhead and general and administrative
expenses, which did not directly benefit the operations of the EFM Group.
Additionally, interest expense and income tax expense were not allocated to the
EFM Group as it is impracticable to arbitrarily allocate such expenses on a
retroactive basis.

2. Summary of Significant Accounting Policies

   Principles of Consolidation: The Statement of Assets Acquired and
Liabilities Assumed and Statement of Operating Revenue and Expenses of the
Environment and Facilities Management Group of the Company are comprised of
several wholly-owned legal entities and investments as well as certain selected
assets, liabilities and operations of another of the Company's subsidiaries.
Investments in unconsolidated joint ventures and affiliated companies are
accounted for using the equity method. The difference between the cost of joint
venture investments and the EFM Group's underlying equity is amortized on a
straight-line basis over the estimated lives of the related investments. All
significant intercompany balances and transactions within the EFM Group have
been eliminated.

   Use of Estimates: The preparation of these statements requires management to
make estimates and assumptions about the amounts that affect the reported
amounts of assets at the date of the statements and the

                                      F-73


                          NOTES TO THE STATEMENTS FOR
          THE ENVIRONMENT AND FACILITIES MANAGEMENT GROUP--(Continued)

reported amounts of operating revenue and expenses during the reporting period.
Actual results may differ from those estimates.

   Revenue Recognition: The EFM Group's revenue is derived principally from
long-term contracts of various types. Revenue on time-and-materials contracts
is recognized based on actual hours delivered times the contracted hourly
billing rate, plus the costs incurred for any materials. Revenue on fixed-
priced contracts is recognized using the percentage-of-completion method and is
comprised of the portion of expected total contract earnings represented by
actual costs incurred to date as a percentage of the contract's total estimated
costs at completion. Revenue on cost-reimbursable contracts is recognized to
the extent of costs incurred plus a proportionate amount of the contracted fee.
Certain cost-reimbursable contracts also include provisions for earning
performance-based incentive fees. Such incentive fees are included in revenue
at the time the amounts can be reasonably determined. Provisions for
anticipated contract losses are recognized at the time they become estimable.

   Fixed Assets: Furniture and equipment are carried at cost and are
depreciated using the straight-line method over their estimated useful lives,
ranging from three to ten years.

3. Investments in Affiliates

   The EFM Group has ownership interests in certain unconsolidated corporate
joint ventures. The EFM Group's net investments in and advances to these
corporate joint ventures totaled $155,000 at December 31, 1998. The ownership
percentages range from 20% to 50%. The EFM Group's share of the joint ventures'
operating results is reflected in the Statement of Operating Revenue and
Expense.

4. Contingencies and Commitments

   In the course of the EFM Group's normal business activities:

  .  various claims or charges may be asserted and litigation commenced
     against the EFM Group arising from or related to properties, injuries to
     persons, and breaches of contract;

  .  the EFM Group may from time to time, either individually or in
     conjunction with other government contractors operating in similar types
     of businesses, be involved in U.S. government investigations for alleged
     violations of procurement regulations or other federal laws and
     regulations; and lastly, since

  .  the EFM Group has a substantial number of cost reimbursement contracts
     with the U.S. government, the costs to execute such contracts will be
     subject to audit by the U.S. government.

   Any potential amounts claimed in the future, resulting from the risks
identified above, may not bear any reasonable relationship to the merits of
potential claims, final court awards, or investigation and audit results. No
provision has been included in these financial statements for any final results
that might be rendered against the EFM Group for any claims or matters existing
prior to December 31, 1998, because the Company has retained the risk of such
claims and contingencies.

   One of the EFM Group subsidiaries, ICF Kaiser Remediation Company, along
with eleven of the Company's other subsidiaries, is a guarantor of the
Company's senior and subordinated indebtedness. This indebtedness consists of
$15 million and $125 million, respectively, of 12% notes due in 2003. As a
condition precedent to closing the sale transaction with IT (See Note 1), the
Company will need to secure the release of ICF Kaiser Remediation Company as a
guarantor to such indebtedness.


                                      F-74


                          NOTES TO THE STATEMENTS FOR
          THE ENVIRONMENT AND FACILITIES MANAGEMENT GROUP--(Continued)

5. Lease Commitments

   Future minimum payments on noncancelable operating leases, subject to
acquisition by IT, for office space and equipment with initial or remaining
terms in excess of one year were as follows at December 31, 1998 (in
thousands):

                                                                    
   1999.................................................................. $4,138
   2000..................................................................  2,548
   2001..................................................................  1,257
   2002..................................................................    350
   2003..................................................................    285
   Thereafter............................................................    320
                                                                          ------
                                                                          $8,898
                                                                          ======

   

   The total rent expense, included in Group Overhead in the accompanying
Statement of Operating Revenue and Expenses, for all of the acquired and
nonacquired EFM operating leases was $2,245,000 for the year ended December 31,
1998.

6. Employee Benefit Plans

   The EFM Group's employees, meeting minimum length of service requirements,
participate in most of the Company's benefit plans. These plans included a
defined contribution retirement plan that provide for contributions by the
Company based on a percentage of covered compensation and a 401(k) Plan that
allows employees to defer portions of their salary, subject to certain
limitations, and receive a matching component from the Company. The total
expense charged to the EFM Group for these plans was $1,387,000 for the year
ended December 31, 1998.

7. Business Segment and Major Customers

   Business Segment: The EFM Group operates predominantly in one industry in
which it oversees major program and technical support contracts for U.S.
government agencies, particularly the U.S. Departments of Energy (DOE) and
Defense (DOD), as well as for private-sector environmental concerns.

   Major Customers: All of EFM Group's revenues are derived from customers
within the United States. Gross revenues for the year ended December 31, 1998
from various contracts with the U.S. Department of Energy and U.S. Department
of Defense were $13,049,000 and $61,489,000, respectively.

8. Allocations

   The Company allocated costs for certain services provided on behalf of the
EFM Group which are included in the accompanying statements for the EFM Group.

   General Services costs: The EFM Group uses office space, telecommunication
services and other office related items that are leased or purchased by the
Company. The Company allocates these costs ("location allocation") back to the
EFM Group based on dedicated square feet occupied by the EFM Group. Rent
expense, net of sublease income, allocated to the EFM Group totaled $2,011,000
for the year ended December 31, 1998. Additionally, the Company allocated the
EFM Group (as part of the "location allocation") other facility related
expenses such as, utilities, property taxes, furniture and office equipment
expense, telecommunications costs, office supplies, purchasing and facilities
management. The allocation basis for these other facility related costs is also
based on dedicated square feet occupied by the EFM Group. These other

                                      F-75


                          NOTES TO THE STATEMENTS FOR
          THE ENVIRONMENT AND FACILITIES MANAGEMENT GROUP--(Continued)

facility related costs allocated to the EFM Group totaled $2,391,000 for the
year ended December 31, 1998. Lastly, the EFM Group used computers that were
leased by the Company and derived computing and network management services
from the Company. The costs allocated to the EFM Group, based on direct usage
of leased computer equipment, for the technology services totaled $1,239,000
for the year ended December 31, 1998. All of these allocated costs are included
in Group Overhead in the Statement of Operating Revenue and Expenses.

   Depreciation expense: The EFM Group shares in certain fixed assets
maintained by the Company, primarily capitalized software costs and software
licenses. The Company allocated $58,000 in depreciation and amortization
expense related to the use of such assets during the year ended December 31,
1998.

   In the opinion of management, these allocations of operating expenses were
made on a reasonable basis. However, such expenses are not necessarily
indicative of the level of expenses which might have been incurred had the EFM
Group been operated as a separate company.

                                      F-76


                                AUDITORS' REPORT

To the Directors of
Roche Itee, Groupe conseil

   We have audited the consolidated balance sheets of ROCHE ITEE, GROUPE
CONSEIL as at December 31, 1998, 1997 and 1996 and the consolidated statements
of operations, stockholders' equity and cash flows for the years then ended.
These financial statements are the responsibility of the corporation's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

   We conducted our audits in accordance with generally accepted auditing
standards in Canada. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.

   In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the corporation as at December
31, 1998, 1997 and 1996 and the results of its operations and the changes in
its financial position for the years then ended in accordance with generally
accepted accounting principles in the United States of America.

   On February 22, 1999, we reported separately to the stockholders of Roche
Itee, Groupe conseil on the same consolidated financial statements for the 1998
and 1997 periods (March 14, 1997 for 1996), prepared in accordance with
generally accepted accounting principles in Canada.

Mallette Maheu
General Partnership
Chartered Accountants

Quebec City, Canada
February 22, 1999

                                      F-77


                           ROCHE ITEE, GROUPE CONSEIL

                           CONSOLIDATED BALANCE SHEET



                                                      December 31,
                                              -------------------------------
                                                1998       1997       1996
                                              ---------  ---------  ---------
                                              (in thousands of US dollars)
                                                           
                     ASSETS
   CURRENT ASSETS
     Cash and short-term investments......... $     587  $     905  $     721
     Accounts receivable (note 4)............     6,783      8,891     11,018
     Income taxes receivable (note 2)........     1,182      1,021      1,958
     Contracts in process....................     3,682      5,050      6,375
     Prepaid expenses........................       398        761        336
     Future income taxes.....................        --        208        159
                                              ---------  ---------  ---------
                                                 12,632     16,836     20,567
   INVESTMENTS (note 5)......................     3,175      4,190      4,435
   FIXED ASSETS (note 6).....................     1,805      2,150      2,442
   FUTURE INCOME TAXES.......................       907         --         --
   GOODWILL..................................        43         56        176
                                              ---------  ---------  ---------
                                                $18,562    $23,232    $27,620
                                              =========  =========  =========
                  LIABILITIES
   CURRENT LIABILITIES
     Bank loan (note 7)...................... $     887  $     734  $   1,503
     Accounts payable (note 8)...............    11,143     12,619     12,949
     Current portion of long-term debt (note
      9).....................................       114        119        214
     Deferred revenues.......................     1,690      1,185      1,801
     Future income taxes.....................       110         --         --
                                              ---------  ---------  ---------
                                                 13,944     14,657     16,467
   LONG-TERM DEBT (note 9)...................       599        730        736
   FUTURE INCOME TAXES.......................        --         21         --
   MINORITY INTEREST.........................        65         12         77
                                              ---------  ---------  ---------
                                                 14,608     15,420     17,280
                                              ---------  ---------  ---------
   STOCKHOLDERS' EQUITY
     Capital stock (note 10).................         7          7          7
     Retained earnings.......................     4,772      8,220     10,385
     Exchange adjustments....................      (825)      (415)       (52)
                                              ---------  ---------  ---------
                                                  3,954      7,812     10,340
                                              ---------  ---------  ---------
                                                $18,562    $23,232    $27,620
                                              =========  =========  =========
   COMMITMENTS AND CONTINGENCIES (note 12)


                                      F-78


                           ROCHE ITEE, GROUPE CONSEIL

                     CONSOLIDATED STATEMENTS OF OPERATIONS



                                                Years ended December 31,
                                              -------------------------------
                                                1998       1997       1996
                                              ---------  ---------  ---------
                                              (in thousands of US dollars)
                                                           
   GROSS REVENUES............................ $  28,250  $  49,829  $  44,488
   DIRECT COSTS (schedule A).................    16,925     36,082     30,593
                                              ---------  ---------  ---------
   GROSS PROFIT..............................    11,325     13,747     13,895
                                              ---------  ---------  ---------
   OTHER OPERATING EXPENSES
     Selling (schedule B)....................     1,823      1,855      2,042
     Administrative (schedule C).............     9,738     11,379     12,173
                                              ---------  ---------  ---------
                                                 11,561     13,234     14,215
                                              ---------  ---------  ---------
   INCOME (LOSS) FROM OPERATIONS.............      (236)       513       (320)
   FINANCIAL EXPENSES (schedule D)...........       271        323        197
   OTHER EXPENSES (schedule E)...............     4,575      2,737      1,331
                                              ---------  ---------  ---------
   LOSS BEFORE INCOME TAXES AND MINORITY
    INTEREST.................................    (5,082)    (2,547)    (1,848)
                                              ---------  ---------  ---------
   INCOME TAXES
     Recoverable.............................      (989)      (423)    (1,315)
     Future..................................      (660)        42        743
                                              ---------  ---------  ---------
                                                 (1,649)      (381)      (572)
                                              ---------  ---------  ---------
   LOSS BEFORE SHARE OF MINORITY INTEREST....    (3,433)    (2,166)    (1,276)
   MINORITY INTEREST.........................       (15)         1          1
                                              ---------  ---------  ---------
   NET LOSS.................................. $  (3,448) $  (2,165) $  (1,275)
                                              =========  =========  =========


                                      F-79


                           ROCHE ITEE, GROUPE CONSEIL

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY




                             Years ended December 31, 1998, 1997 and 1996
                             ------------------------------------------------------
                              Capital    Retained         Exchange
                               stock     earnings       adjustments      Total
                             ---------- ------------   --------------- ------------
                                     (in thousands of US dollars)
                                                           
   BALANCE RESTATED AT
    DECEMBER 31, 1995......    $      7 $     13,056      $       --   $     13,063
     Net loss..............          --       (1,275)             --         (1,275)
     Exchange adjustments..          --           --             (52)           (52)
     Dividends.............          --       (1,396)             --         (1,396)
                               -------- ------------      ----------   ------------
   BALANCE AT DECEMBER 31,
    1996...................           7       10,385             (52)        10,340
     Net loss..............          --       (2,165)             --         (2,165)
     Exchange adjustments..          --           --            (363)          (363)
                               -------- ------------      ----------   ------------
   BALANCE AT DECEMBER 31,
    1997...................           7        8,220            (415)         7,812
     Net loss..............          --       (3,448)             --         (3,448)
     Exchange adjustments..          --           --            (410)          (410)
                               -------- ------------      ----------   ------------
   BALANCE AT DECEMBER 31,
    1998...................    $      7 $      4,772           $(825)  $      3,954
                               ======== ============      ==========   ============



                                      F-80


                           ROCHE LTEE, GROUPE CONSEIL

                      CONSOLIDATED STATEMENTS OF CASH FLOW



                                                 Years ended December 31,
                                               -------------------------------
                                                 1998       1997       1996
                                               ---------  ---------  ---------
                                               (in thousands of US dollars)
                                                            
   OPERATING ACTIVITIES
     Net loss................................  $  (3,448) $  (2,165) $  (1,275)
     Operating items not involving cash (note
      11)....................................        276      1,980      4,092
                                               ---------  ---------  ---------
                                                  (3,172)      (185)     2,817
     Changes in non-cash operating working
      capital items (note 11)................      2,707      1,419     (6,737)
                                               ---------  ---------  ---------
                                                    (465)     1,234     (3,920)
                                               ---------  ---------  ---------
   FINANCING ACTIVITIES
     Short-term financing....................        153       (769)     1,503
     Long-term financing.....................         53        169        461
     Repayment of long-term debt.............       (132)      (230)      (796)
     Redemption of non-controlling
      stockholders...........................         --        (62)        --
     Excluded net assets under the S.P.A.....         30        (38)       144
                                               ---------  ---------  ---------
                                                     104       (930)     1,312
                                               ---------  ---------  ---------
   INVESTING ACTIVITIES
     Acquisition of fixed assets.............       (207)      (322)      (271)
     Proceeds from disposal of fixed assets..         73         39         55
     Short-term investments..................        (82)       620      2,726
     Acquisition of investments..............       (492)    (1,148)      (402)
     Proceeds from investments...............        669      1,311        225
                                               ---------  ---------  ---------
                                                     (39)       500      2,333
                                               ---------  ---------  ---------
   NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS..............................       (400)       804       (275)
   CASH AND CASH EQUIVALENTS AT BEGINNING OF
    YEAR.....................................        905        101        376
                                               ---------  ---------  ---------
   CASH AND CASH EQUIVALENTS AT END OF YEAR..  $     505  $     905  $     101
                                               =========  =========  =========
   Cash and cash equivalents consist of:
   Cash......................................       $385       $904       $101
   Term deposits.............................        297          1         --
   Bank overdraft............................       (177)        --         --
                                               ---------  ---------  ---------
                                               $     505  $     905  $     101
                                               =========  =========  =========


                                      F-81


                           ROCHE LTEE, GROUPE CONSEIL

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Statutes of Incorporation and Nature of Activities

   The corporation, incorporated under the Canada Business Corporations Act, is
a wholly-owned subsidiary of Corporoche Canada Inc.

   It is an integrated multidisciplinary firm that offers through its
subsidiaries services of studies, engineering and construction, projects'
management and supplying. These professional services cover most of the
specialties of engineering and many related activities of applied sciences.

2. Important Subsequent Event

   On February 5, 1999, the shareholders of Corporoche Canada inc. (hereafter
the "share vendors"), the parent corporation of Roche ltee, Groupe conseil, IT
Holdings Canada Inc. and The IT Group Inc., a public corporation in the United
States of America, signed a share purchase agreement (S.P.A.) committing the
share vendors to realize a corporate reorganization that will allow certain
assets, as described in the next paragraph, to be excluded from the
transaction. Following the reorganisation, the share vendors will dispose of
all shares of Roche ltee, Groupe conseil that they will then own.

   The assets of Roche ltee, Groupe conseil excluded from the transaction under
the S.P.A. will be transferred, prior to the transaction, to a new corporation
to be owned by the share vendors. The investments of Roche ltee, Groupe conseil
in Solutions technologiques internationales STI inc., in Societe immobiliere
Metroplan, societe en commandite, in 2758-3525 Quebec inc. and in 174878 Canada
inc. and the related future income taxes have been aggregated and reclassified
in Investments as "Excluded net assets under the S.P.A.". In addition, the
long-term debt payable to the limited partners of Societe immobiliere
Metroplan, societe en commandite has been reclassified with the Excluded net
assets under the S.P.A. as this debt will be transferred to the new
corporation. Finally, as the pension plan has been terminated prior to the
transaction, the deferred pension costs and the related future income taxes
have been reclassified as Excluded net assets under the S.P.A.

   A portion of the initial payment of the purchase price, that shall be
received no later than March 31, 1999, will be allocated to the settlement of
the engagements related to the RBW Group joint venture, as set out in note 12,
which will improve the corporation's working capital by an amount of
approximately $5,200,000.

   The corporation has accounted for a tax benefit related to the RBW Group
project. This tax benefit of $1,174,000, is reserved to redeem a part of
Corporoche Canada inc. share capital.

   To conclude the transaction, two conditions still have to be met: i)
shareholders of Corporoche Canada inc. shall unanimously agree to dispose of
their shares; ii) the corporation shall conduct its business in the ordinary
course and in a manner consistent with past practices. In corporation's
management opinion, these conditions will be respected and the transaction will
be concluded.

3. Significant Accounting Policies

Basis of presentation

   The consolidated financial statements of the corporation have been prepared
in accordance with generally accepted accounting principles in the United
States of America.

Basis of consolidation

   The consolidated financial statements include the accounts of the
corporation and its wholly-owned and majority-owned subsidiaries. The
corporation use the equity method to account for investments in corporations

                                      F-82


                           ROCHE LTEE, GROUPE CONSEIL

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

subject to significant influence, limited partnerships, joint ventures and a
real estate venture. All significant intercompany balances and transactions are
eliminated in consolidation and in measuring the investments accounted for
using the equity method and the related earnings. Other investments are
accounted for at cost.

   The consolidated subsidiaries are as follows:

  .  A.C.T. International inc.                                           80.0%
  .  CFCL Roche inc.                                                    100.0%
  .  Evimbec ltee                                                        97.5%
          (and its subsidiaries, Evaluation J.M. Fournier inc., 100.0%
                and Chevalier Hughes & Ass. (1992) inc., 100.0%)
  .  Impressions Integrales inc.                                        100.0%
  .  Les Consultants en environnement Argus 2000 inc.                   100.0%
  .  Roche Construction inc.                                            100.0%
  .  Roche Gestion services publics inc.                                 70.0%
  .  Roche International inc.                                           100.0%
  .  Rosaire Despres et associes inc.                                   100.0%
           (and its subsidiary, Groupe-conseil Forchemex inc., 70.0%)
  .  Soderoc Developpement ltee                                         100.0%

   The investments accounted for using the equity method are as follows:

   Corporations subject to significant influence

  .  Consortium BPA/Roche inc.                                           50.0%
  .  Consortium GLD-Roche inc.                                           50.0%
  .  Consultants BPR/Roche inc.                                          50.0%
  .  Groupe-conseil TDA inc.                                             36.4%
  .  Poly-Energie inc.                                                   50.0%
  .  Nouvelle technologie (Tekno) inc.                                   33.3%
  .  LID Experts Conseil (2000) inc.                                     50.0%
  .  Les Consultants Roche/Deluc ltee                                    50.0%
  .  2644-0958 Quebec inc. (Energie Conseil inc.)                        50.0%
  .  Groupe-conseil Saguenay inc.                                        29.8%
  .  Ressau Groupe conseil inc.                                          50.0%
  .  Canora Brunei Environnement Ltd                                     36.7%
  .  Pluritec ltee                                                       50.0%
  .  Plaveco Gerance ltee                                                40.0%

   Limited partnership

  .  Place du Commerce                                                   50.0%

   Joint ventures

  .  Consortium Burmex/Regie/Roche                                       43.0%
  .  Consortium Dmitrov                                                  30.0%
  .  Consortium DPA/Roche                                                50.0%
  .  Consortium Dupont-Desmeules/Roche                                   48.0%
  .  Consortium PCRB                                                     24.0%

                                      F-83


                           ROCHE LTEE, GROUPE CONSEIL

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

  .  Consortium Roche/BPR                                                50.0%
  .  Consortium Roche/BPR (Saint-Raymond)                                60.0%
  .  Consortium Roche/BPR (SEBJ)                                         60.0%
  .  Consortium Roche/BPR/Solivar                                        42.0%
  .  Consortium Roche/Cegir II                                           50.0%
  .  Consortium Roche/Deloitte/Sirtec                                    25.0%
  .  Consortium Roche/Lavalin                                            50.0%
  .  Consortium Roche/Uma/Intelec                                        80.0%
  .  Consortium Tecsult/Roche                                            50.0%
  .  Consortium Vaughan/Roche/EVS                                        42.5%
  .  RBW Group                                                           50.0%
  .  RTCS Group                                                          50.0%
  .  Societe Sert/Roche (Burkina)                                        80.0%

   Real estate venture

  .  Megacentre Laurentien                                                5.0%

Use of estimates

   The preparation of consolidated financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingencies at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.

   Contract accounting and contracts in process

   The corporation performs its services under time-and-material and cost-
reimbursement, fixed-price and unit-bid contracts. Revenues from time-and-
material and cost-reimbursement contracts are recognized as costs are incurred.
Revenues from fixed-price and unit-bid contracts are recognized under the
percentage of completion method, computed using the ratio of total costs
incurred to date to total estimated costs at completion. When a terminal loss
on a contract is anticipated, the total estimated amount of loss is accounted
for as an expense of the period.

   Contracts in process typically represents amounts earned under the
corporation's contracts but not billable according to the contracts terms,
which usually consider the passage of time, achievement of certain milestones
or completion of the projects. Contracts in process is valued at lesser of
invoiced value or net realizable value and are expected to be billed and
collected in the subsequent reporting year.

   Fixed assets

   Fixed assets are accounted for at cost.

   Depreciation is based on their estimated useful lives using the following
methods and rates:



                                        Methods          Rates
                                   ----------------- --------------
                                               
   Buildings                       Declining balance 4%
                                   Straight-line     2.5%
   Furniture, tools and equipment  Declining balance 15% and 20%
   Computer hardware               Declining balance 30%
   Computer software               Straight-line     25% and 33.33%
   Leasehold improvements          Straight-line     10%
   Vehicles                        Declining balance 30%



                                      F-84


                           ROCHE LTEE, GROUPE CONSEIL

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Goodwill

   Goodwill is valued at cost and amortized over its estimated useful life
using the straight-line method over terms not exceeding ten years.

Income taxes

   Income taxes are accounted for using the future income taxes method. Under
this method, future income taxes are recognized whenever recovery or settlement
of the carrying amount of an asset or liability would result in future income
tax outflow or reduction.

Cash and cash equivalents

   Cash and cash equivalents include cash, bank overdraft representing
outstanding cheques and highly liquid financial instruments with an original
maturity of three months or less.

4. Accounts Receivable


                                                    1998      1997       1996
                                                  --------- --------- ----------
                                                   (in thousands of US dollars)
                                                             
   Trade.........................................    $4,084    $5,916 $    7,001
   Affiliates....................................     2,298     2,000      3,507
   Retainage.....................................       254       294        341
   Other.........................................       147       681        169
                                                  --------- --------- ----------
                                                     $6,783    $8,891    $11,018
                                                  ========= ========= ==========


5. Investments


                                                   1998      1997      1996
                                                 --------- --------- ---------
                                                 (in thousands of US dollars)
                                                            
   Excluded net assets under the S.P.A.......... $     504 $   1,119 $     787
   Corporations subject to significant
    influence...................................     1,520     1,807     2,120
   Limited partnerships.........................       303       382       414
   Joint ventures...............................       198       192       582
   Real estate venture..........................       370       390       403
   Shares of private corporations...............       194       208        33
   Other........................................        86        92        96
                                                 --------- --------- ---------
                                                    $3,175    $4,190    $4,435
                                                 ========= ========= =========


6. Fixed Assets



                                                  1998             1997   1996
                                       -------------------------- ------ ------
                                              Accumulated   Net    Net    Net
                                        Cost  depreciation value  value  value
                                       ------ ------------ ------ ------ ------
                                             (in thousands of US dollars)
                                                          
   Land............................... $  151    $   --    $  151 $  162 $  140
   Buildings..........................    743       150       593    662    631
   Furniture, tools and equipment.....  2,150     1,654       496    556    786
   Computer...........................  1,650     1,430       220    292    316
   Leasehold improvements.............  1,050       715       335    473    558
   Vehicles...........................     15         5        10      5     11
                                       ------    ------    ------ ------ ------
                                       $5,759    $3,954    $1,805 $2,150 $2,442
                                       ======    ======    ====== ====== ======


   Maintenance and repairs are expensed as incurred.

                                      F-85


                           ROCHE LTEE, GROUPE CONSEIL

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


7. Bank Loan

   The bank loan at December 31, 1998, authorized for an amount of $5,283,000
at the prime rate plus 1/2%, is secured by a mortgage without depossession on
receivables and a mortgage of $13,239,000 on non-pledged present and future
assets.

   Under the terms of its bank loan agreement, the corporation must satisfy
certain covenants as to certain minimum financial ratios and must also satisfy
certain conditions prior to the payment of dividends.

   At December 31, 1998, the corporation does not meet all of these
obligations.

8. Accounts Payable


                                                    1998      1997      1996
                                                  --------- --------- ---------
                                                  (in thousands of US dollars)
                                                             
   Trade......................................... $   2,956 $   4,305 $   7,382
   Affiliates....................................     5,719     4,547     2,438
   Retainage.....................................        52       832       771
   Salaries and accrued vacation.................     1,528     1,351     1,460
   Withholding taxes, taxes and contributions....       608       654       716
   Clients' deposits.............................       280       930       182
                                                  --------- --------- ---------
                                                    $11,143   $12,619   $12,949
                                                  ========= ========= =========


9. Long-Term Debt



                                                     1998      1997      1996
                                                   --------- --------- ---------
                                                   (in thousands of US dollars)
                                                              
   Loans secured by mortgages on land and
    buildings at rates ranging from 6.5% to 8.0%,
    maturing from 2009 to 2016...................       $588      $653      $637
   Other loans, variable rates, maturing from
    1997 to 2001.................................        125       196       313
                                                   --------- --------- ---------
                                                         713       849       950
   Current portion...............................        114       119       214
                                                   --------- --------- ---------
                                                        $599      $730      $736
                                                   ========= ========= =========


   Long-term debt principal repayments to be made during the next five years
are as follows:



                        
            1999--$114,000 2002--$32,000
            2000--$61,000  2003--$32,000
            2001--$28,000


10. Capital Stock

   Authorized

     Unlimited number of Class A voting, participating shares, without par
  value

     Unlimited number of Classes B, D and E shares, without par value,
  preferential non-cumulative fixed trimestrial dividend of 2%, redeemable at
  the price paid


                                      F-86


                           ROCHE LTEE, GROUPE CONSEIL

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

     Unlimited number of Class C shares, without par value, preferential non-
  cumulative fixed trimestrial dividend of 2%, redeemable at the price paid
  plus a premium determined at issue date

     Unlimited number of Class F shares, without par value, giving right to a
  dividend from the capital dividend account of life insurance policies,
  redeemable at the price paid



                                                  1998       1997       1996
                                                ---------  ---------  ---------
                                                (in thousands of US dollars)
                                                             
     Issued 9,290 Class A shares...............        $7         $7         $7
                                                =========  =========  =========


11. Additional Information to the Statements of Cash Flows



                                                1998       1997        1996
                                              ---------  ---------  ----------
                                               (in thousands of US dollars)
                                                           
Items not involving cash
  Depreciation............................... $     386  $     460  $      549
  Future income taxes........................      (660)        42         743
  Loss (gain) on disposal of fixed assets....       (22)        53          13
  Loss (gain) on sale of investments.........        42       (194)         --
  Share of net earnings and losses of joint
   ventures..................................        81      2,119       3,467
  Share of net earnings of limited
   partnerships..............................       (46)       (34)         --
  Share of net earnings of corporations
   subject to significant influence..........        21        (55)       (150)
  Minority interest..........................        15         (1)         (1)
  Share of net earnings of real estate
   venture...................................       (29)       (30)        (10)
  Loss (revenue) from the excluded net assets
   under the S.P.A...........................       526        (83)       (121)
  Exchange adjustements......................       (38)      (297)       (398)
                                              ---------  ---------  ----------
                                              $     276  $   1,980  $    4,092
                                              =========  =========  ==========
Changes in non-cash working capital items
  Accounts receivable........................    $2,108     $2,127  $     (288)
  Contracts in process.......................     1,368      1,325        (793)
  Prepaid expenses...........................       363       (425)        (67)
  Accounts payable...........................    (1,476)    (1,929)     (2,692)
  Deferred revenues..........................       505       (616)        (39)
  Income taxes receivable....................      (161)       937      (2,858)
                                              ---------  ---------  ----------
                                                 $2,707     $1,419     $(6,737)
                                              =========  =========  ==========


12. Commitments and Contingencies

Leases

   The corporation has lease commitments for terms originally ranging from two
to ten years. Total minimum rent payable is $9,770,000. At December 31, 1998,
the value of these commitments is $2,457,000 and minimum payments payable over
the next three years are as follows:

      
   1999 --  $1,107,000
   2000 --  $  986,000
   2001 --  $  364,000

   


                                      F-87


                           ROCHE LTEE, GROUPE CONSEIL

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Letters of surety and bonds

   At December 31, 1998 the corporation has signed letters of surety amounting
to $1,353,000 in favor of organizations working in foreign countries. The
maturing dates range from 1999 to 2002.

RBW Group settlement

   During the year ended December 31, 1998, the joint venture RBW Group, in
which the corporation was a 50% venturer, reached final agreements with its
client and major sub-contractors and vendors. The effects of those agreements
as well as all the other costs related to the completion of the joint venture
project are considered in the herein financial statements. The 1998 statement
of operations includes the corporation's share of the loss incurred by RBW
Group of approximately $4,218,000, including a bad debt expense of
approximately $2,448,000 on accounts receivable from RBW Group (1997--
$3,128,000, including bad debts for $962,000; 1996--$2,682,000 including bad
debts for $378,000). The corporations earnings also include direct and overhead
costs associated to the RBW Group project.

   In February 1999, the venturers' insurance companies paid an amount of $
6,500,000, to a creditor of RBW Group to settle this sub-contractor's claims
against the corporation and the joint venture. An amount of $4,900,000 shall be
reimbursed by the corporation, no later than March 31, 1999 with the cash to be
injected by the purchaser of Roche ltee, Groupe conseil as discussed in note 2,
in accordance with the S.P.A. terms and the promissory notes issued by the
purchaser. This amount is included in the provision recorded as at December 31,
1998. The corporation has no further obligations with regards to the other
$1,600,000 paid by one of the insurers.

   In the event that the corporation is unable to reimburse the $4,900,000 to
the insurance companies on March 31, 1999, the terms and conditions of the
repayment will have to be negotiated between the corporation's management and
the insurance companies.

   Under the S.P.A., any liabilities arising from the RBW Group joint venture
that may have not been sufficiently provisioned for as at December 31, 1998
will be supported by the share vendors.

13. Related Party Transactions

   During the year, the corporation has concluded the following transactions
with affiliated corporations. The transactions with these affiliates are as
follows:



                                                     1998      1997      1996
                                                   --------- --------- ---------
                                                   (in thousands of US dollars)
                                                              
Gross revenues
  Professional services...........................    $1,762    $4,577    $3,529
Administrative expenses
  Professional fees...............................     1,216     1,538     1,585


   These transactions are carried in the ordinary course of business and are
measured at the exchange amount.

                                      F-88


                           ROCHE LTEE, GROUPE CONSEIL

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                        December 31, 1998, 1997 and 1996


14. Information About Investments Accounted for Using the Equity Method

   The corporation has an important investment in the joint venture RBW Group,
accounted for using the equity method. Summarized financial information about
the financial statements of this investment is as follows:



                                                     1998     1997      1996
                                                   ------------------ ---------
                                                   (in thousands of US dollars)
                                                             
   RBW Group
   Assets, all of which are current............... $  1,647 $   5,719 $   8,721
   Liabilities, all of which are current..........    6,834    14,057    12,457
   Revenues.......................................       --     5,623    85,737
   Expenses.......................................    1,771     9,954    89,150
   Net loss.......................................    1,771     4,331     4,013


   The corporation has a 50% interest in this joint venture but has accounted
for more than its share of the losses as the other venturer was not able to
bear its share.

15. Uncertainty Due to the Year 2000 Issue

   Most entities depend on computerized systems and therefore are exposed to
the Year 2000 conversion risk, which, if not properly addressed, could affect
an entity's ability to conduct normal business operations. Management is
addressing this issue, however, given the nature of this risk, it is not
possible to be certain that all aspects of the Year 2000 Issue affecting the
corporation and those with whom it deals such as clients, suppliers or other
third parties, will be fully resolved without adverse impact on the
corporation's operation.

16. Comparative Figures

   Certain comparative figures have been reclassified to conform with the
presentation used in the current year.

                                      F-89


                           ROCHE LTEE, GROUPE CONSEIL

                      SCHEDULES A AND B--OTHER INFORMATION
                        December 31, 1998, 1997 and 1996


A. Direct Costs



                                                  Years ended December 31,
                                                -------------------------------
                                                  1998       1997       1996
                                                ---------  ---------  ---------
                                                (in thousands of US dollars)
                                                             
   Direct salaries and fringe benefits......... $   8,108  $   9,708  $  10,781
   Costs of subcontractors.....................       466     16,014     11,134
   Insurance...................................        73        105        117
   Equipment expenses..........................       245        334        209
   Professional fees...........................     3,945      4,548      3,988
   Telecommunications..........................       313        452        286
   Traveling expenses..........................     2,555      3,407      2,609
   Printing....................................       423        473        479
   Rent--building sites........................        46         22         40
   Products and supplies.......................       751      1,019        950
                                                ---------  ---------  ---------
                                                $  16,925  $  36,082  $  30,593
                                                =========  =========  =========

B. Selling Expenses


                                                  Years ended December 31,
                                                -------------------------------
                                                  1998       1997       1996
                                                ---------  ---------  ---------
                                                (in thousands of US dollars)
                                                             
   Indirect salaries--proposals................ $     705  $     796  $     767
   Disbursements--proposals....................       290        270        286
                                                ---------  ---------  ---------
                                                      995      1,066      1,053
   Cost of proposals recovered.................       (46)       (85)        (9)
                                                ---------  ---------  ---------
                                                      949        981      1,044
   Salaries--business development..............       628        618        722
   Promotion...................................       246        256        276
                                                ---------  ---------  ---------
                                                $   1,823  $   1,855  $   2,042
                                                =========  =========  =========


                                      F-90


                           ROCHE LTEE, GROUPE CONSEIL

                      SCHEDULES C AND D--OTHER INFORMATION
                        December 31, 1998, 1997 and 1996


C. Administrative Expenses



                                                   Years ended December 31,
                                                 ------------------------------
                                                   1998      1997       1996
                                                 --------- ---------  ---------
                                                 (in thousands of US dollars)
                                                             
   Indirect salaries............................ $  4,191  $   4,320  $   4,414
   Fringe benefits..............................    1,854      2,388      2,436
   Insurance....................................      235        338        324
   Bad debts....................................      201        359        833
   Equipment expenses...........................      307        428        479
   Communication and freight expenses...........      197        285        275
   Traveling expenses...........................      430        561        593
   Audit and legal fees.........................      173        194        222
   Printing.....................................        8         10          7
   Office rent and business taxes...............    1,245      1,411      1,479
   Stationery and office expenses...............      295        374        346
   Products and supplies........................       23         34         23
   Advertising..................................       30         41         40
   Property taxes...............................       52         43         31
   Capital taxes................................      111        133        122
   Depreciation.................................      386        460        549
                                                 --------  ---------  ---------
                                                 $  9,738  $  11,379  $  12,173
                                                 ========  =========  =========

D. Financial Expenses


                                                   Years ended December 31,
                                                 ------------------------------
                                                   1998      1997       1996
                                                 --------- ---------  ---------
                                                 (in thousands of US dollars)
                                                             
   Interest and bank charges.................... $    187  $     254  $      77
   Interest on long-term debt...................       91         99        132
   Interest income..............................       (7)       (30)       (12)
                                                 --------  ---------  ---------
                                                 $    271  $     323  $     197
                                                 ========  =========  =========


                                      F-91


                           ROCHE LTEE, GROUPE CONSEIL

                         SCHEDULE E--OTHER INFORMATION
                        December 31, 1998, 1997 and 1996


E. Other Expenses (Revenues)


                                                Years ended December 31,
                                              -------------------------------
                                                1998       1997       1996
                                              ---------  ---------  ---------
                                              (in thousands of US dollars)
                                                           
   Share of net earnings and losses of joint
    ventures (note 12)....................... $   4,083  $   3,080  $   1,599
   Share of net earnings of limited
    partnerships.............................       (46)       (34)        --
   Share of net earnings of corporations
    subject to significant influence.........        21        (55)      (150)
   Share of net earnings of real estate
    venture..................................       (29)       (30)       (10)
   Loss (revenue) from the excluded net
    assets under the S.P.A...................       526        (83)      (121)
   Loss (gain) on sale of investments........        42       (194)        --
   Loss (gain) on disposal of fixed assets...       (22)        53         13
                                              ---------  ---------  ---------
                                              $   4,575  $   2,737  $   1,331
                                              =========  =========  =========


                                      F-92


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
September 22, 1999                                            Confidential


                               The IT Group, Inc.

                                  $225,000,000

              11 1/4% Series B Senior Subordinated Notes due 2009

                         ----------------------------

                                   PROSPECTUS

                         ----------------------------


- --------------------------------------------------------------------------------
   We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy these securities in any jurisdiction where
that would not be permitted or legal. Neither the delivery of this prospectus
nor any sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs have not
changed since the date hereof.
- --------------------------------------------------------------------------------