-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LuL4ai4qyi1lI/s1fnd1v6Wm/GARVBkk0IaHype/O5soYIdB4irSsIwc66RVv8Pk FdJss3Qt2mRc/6tIvnaUuQ== 0000819977-99-000007.txt : 19990430 0000819977-99-000007.hdr.sgml : 19990430 ACCESSION NUMBER: 0000819977-99-000007 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMCON CENTRAL INDEX KEY: 0000819977 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 941738964 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-16225 FILM NUMBER: 99603588 BUSINESS ADDRESS: STREET 1: 1433 NORTH MARKET BLVD STE 2 STREET 2: P O BOX 349014 CITY: SACRAMENTO STATE: CA ZIP: 95834 BUSINESS PHONE: 9169281090 MAIL ADDRESS: STREET 1: P O BOX 349014 STREET 2: STE 1200 CITY: SACRAMENTO STATE: CA ZIP: 95834-9014 FORMER COMPANY: FORMER CONFORMED NAME: EMCON ASSOCIATES /CA/ DATE OF NAME CHANGE: 19910611 10-K/A 1 1998 10-K/AMENDMENT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-16225 EMCON (Exact name of Registrant as specified in its charter) California 94-1738964 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 400 South El Camino Real, Suite 1200 San Mateo, California 94402 (Address, of principal executive offices) (Zip Code) Registrant's telephone number, including area code 650/375-1522 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered None None Securities registered pursuant to Section 12(g) of the Act: Common Stock (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [X] The aggregate market value of the voting stock of the Registrant held by non-affiliates of the Registrant, based on the closing price of the Registrant's Common Stock as quoted by the National Association of Securities Dealers' Automated Quotation System on March 1, 1999, was $15,912,358. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of the Registrant's Common Stock outstanding as of February 26, 1999 was 8,317,649. FORM 10-K/A AMENDMENT NO. 1 TO FORM 10-K The undersigned Registrant hereby amends Part III of its Annual Report on Form 10-K for the fiscal year ended December 31, 1998 to read in its entirety as follows: PART III Item 10. Directors and Executive Officers of the Registrant Directors The directors of the company and their ages as of April 23, 1999 are as follows: Name Age Director Since Douglas P. Crane (1) (2) (3) ....... 70 1992 Eugene M. Herson (1) ............... 56 1985 Richard A. Peluso................... 53 1996 Peter Vardy (1) (3) ................ 68 1994 Donald R. Kerstetter (2) (3) ....... 67 1995 Dr. Franklin J. Agardy (2) ......... 66 1998 - ---------------------------------------- (1) Member of Executive Committee (2) Member of Audit Committee (3) Member of Compensation Committee Executive Officers The executive officers of the Company as of March 19, 1999, are as follows: Name Age Positions with the Company Eugene M. Herson.............. 56 President, Chief Executive Officer and Director R. Michael Momboisse.......... 41 Chief Financial Officer, Vice President - Legal and Secretary Richard A. Peluso............. 52 Vice President and Director Vincent Franceschi............ 40 Vice President Patrick Gillespie............. 42 Vice President John Kinsella................. 43 Vice President Gary McEntee.................. 42 Vice President Alan Ortiz.................... 44 Vice President Mark H. Shipps................ 51 Vice President Officers serve at the discretion of the Board. There are no family relationships among directors or executive officers of the Company. Douglas P. Crane has served as Chairman of the Board since July, 1995 and as a director of the Company since February 1992. Since February 1989, Mr. Crane has served as Chairman of CJM Associates, Inc., a management consulting firm. Mr. Crane currently serves as Chairman of the Board of Trustees of Cogswell Polytechnical College and as a Chairman of the Board of the Foundation for Educational Achievement. Eugene M. Herson has served as President and Chief Executive Officer of the Company since October 1994 and as a director since March 1985. From November 1990 through October 1994, Mr. Herson served in a number of capacities with the Company including Vice President - Special Operations from April 1993 to October 1994, Chief Financial Officer from November 1990 through June 1993, and President and Chief Administrative Officer from February 1991 through March 1993. R. Michael Momboisse has served as Chief Financial Officer and Vice President - Legal since July 1993, and Secretary since May 1996. Mr. Momboisse joined the Company as General Counsel in April 1991 and held that position until December 1997. Prior to joining the Company, Mr. Momboisse was an attorney in the Corporate Department of the law firm of Ware & Freidenrich, a Professional Corporation. Richard A. Peluso has served as a Vice President of EMCON since the Company's acquisition of Wehran Envirotech, Inc. ("Wehran") in April 1994 and as a director since May 1996. Mr. Peluso also serves as Vice President in charge of EMCON's operations and construction division. From June 1972 to April 1994, Mr. Peluso served as a Senior Vice President of Wehran. Vincent Franceschi has served as the Area Operations Manager of the Southwest Area of the Company's Professional Services Division ("PSD") since April 1998 and a Vice President of the Company since May 1998. From January 1994 to December 1997, Mr. Franceschi served in a variety of roles for Vectra Technologies, Inc., a nuclear waste technology and services company, including President and Chief Operating Officer from April 1997 to December 1999 and Vice President and General Manager from January 1994 to March 1997. Patrick Gillespie has served as a Vice President of the Company since May 1998. Mr. Gillespie has served in a number of roles with the Company including Area Operations Manager of the North region of the PSD since April 1994. John Kinsella has served as the Area Operations Manager of the Northeast Areas of the PSD since April 1998 and a Vice President of the Company since May 1998. From January 1992 to April 1998, Mr. Kinsella served as a Vice President of SCS Engineers, an environmental consulting firm. Gary O. McEntee has served as Vice President in charge of business development since February 1997. From April 1994 to February 1997 Mr. McEntee served in a number of operating roles including manager of the Company's Northeast and East Consulting areas. Prior to April 1994, Mr. McEntee served as the Chief Operating Officer of Wehran. Alan Ortiz has served as the Area Operations Manager of the South Area of the Professional Services Division since September 1996 and as a Vice President of the Company since May 1998. From September 1995 to September 1996, Mr. Ortiz was a Senior Manager with KPMG Peat Marwick Consulting. From October 1991 to August 1995, Mr. Ortiz served as a Vice President of Golder Associates, a consulting engineering firm. Mark H. Shipps has served as a Vice President of the Company since May 1998. Mr. Shipps has also served as the President of the Company's wholly-owned subsidiary, Organic Waste Technologies, Inc. since 1990. Dr. Franklin J. Agardy has served as a director of the Company since May 1998. Dr. Agardy has served as President of Forensic Management Associates, Inc., a forensic management consulting company specializing in environmental matters since December 1988. From December 1988 to June 1990, Dr. Agardy also served as Chairman and Chief Executive Officer of In-Process Technology, Inc., a manufacturer of specialized air pollution control devices. Dr. Agardy also served as a member of the board of directors of Thermatrix, Inc., the successor to In-Process Technology, Inc., until April, 1996. Dr. Agardy is also a former Professor of Civil and Environmental Engineering at San Jose State University, where he served from 1962 through September 1971. Donald R. Kerstetter has served as a director of the Company since May, 1994. Mr. Kerstetter served as President of ET Environmental Corporation ("ET"), EMCON's 50/50 joint venture with Turner Construction Company ("Turner") from May 1994 through December 1997. Mr. Kerstetter retired in 1996 from his position as an Executive Vice President of Turner, where he was an employee since 1956 and served as an officer since March 1976. Peter Vardy has served as a director since July 1994. Mr. Vardy has served as Managing Director of Peter Vardy & Associates, an international environmental consulting firm, since June 1990. From April 1973 through May 1990, Mr. Vardy served as a Vice President of Waste Management, Inc./WMX Technologies, Inc., a waste management services company. Mr. Vardy currently serves on the Board of Directors of Stericycle, Inc., a provider of regulated medical waste management services. Item 11. Executive Compensation The following table provides certain summary information concerning the compensation paid or accrued by the Company and its subsidiaries for the fiscal years ended December 31, 1996, and 1997, and 1998 to or on behalf of the Company's Chief Executive Officer and each of the four other highly compensated executive officers of the Company (hereinafter referred to as the "named executive officers"):
SUMMARY COMPENSATION TABLE Long-Term Compensation Annual Compensation Awards ---------------------- Restricted All Other Stock Shares Compen- Award(s) Underlying sation Name and Principal Position Year Salary ($) Bonus ($) ($) Options ($)(1) - --------------------------------------------------------------------------------------------------------------------- Eugene M. Herson 1998 $240,800 0 0 35,000 $70,345(2) President and Chief Executive Officer 1997 $200,000 0 0 50,000 $10,345(3) 1996 $203,927 $20,000 0 0 $14,845(4) R. Michael Momboisse 1998 $205,400 0 0 30,000 $57,500(2) Chief Financial Officer, 1997 $174,808 0 0 40,000 $7,500(3) Vice President - Legal and Secretary 1996 $141,057 $18,000 0 0 $11,839(4) Richard A. Peluso 1998 $180,400 0 0 30,000 $50,000(2) Vice President 1997 $178,365 0 0 25,000 0 1996 $161,158 0 0 0 $4,500(4) Mark H. Shipps (5) 1998 $161,212 $30,000 0 25,000 $50,000(2) Vice President 1997 - - - - - 1996 - - - - - Patrick Gillespie (5) 1998 $145,400 $50,000 0 10,000 $40,000(2) Vice President 1997 - - - - - 1996 - - - - -
(1) The Company maintains a salary continuation plan ("Salary Continuation Plan") pursuant to which the Company has entered into contracts with Messrs. Herson, and Momboisse entitling them to receive payments over various ten-year periods, 60% of which represent salary continuation payments and 40% of which represent compensation for their agreement not to compete with the Company. Salary continuation payments are financed through premiums paid by the Company on life insurance policies, the cash surrender values of which are used to fund the Company's obligations under the Salary Continuation component ("Salary Continuation Premiums"). In general, 50% of the total benefits vest at the end of the fifth year of participation in the Salary Continuation Plan and the remainder vests in equal annual installments at the end of each of years six through ten. Under the Salary Continuation Plan, Mr. Herson will receive payments aggregating $3,000 per month from November 2000 to October 2010, plus an additional $4,500 per month from November 2004 to October 2014. Mr. Momboisse will receive payments aggregating $1,000 per month from January 2003 to December 2012, plus an additional $2,000 per month from November 2004 to October 2013, plus an additional $1,000 per month from November 2006 to October 2015 and $1,000 per month from July 2007 to June 2016. Payments to a participant under the Salary Continuation Plan commence earlier upon the earlier of: (i) the death as permanent disability of the participant or (ii) termination of the participant's employment from the Company. (2) Consists of (i) Salary Continuation Premiums on behalf of Messrs. Herson and Momboisse of $10,345 and $7,500 respectively, and (ii) contribution by the Company on behalf of Messrs. Herson, Momboisse, Peluso, Shipps and Gillespie under the EMCON Deferred Compensation Plan (vesting over a four year period) in the amounts of $60,000, $50,000, $50,000, $50,000 and $40,000, respectively. (3) Consists of (i) Salary Continuation Premiums on behalf of Messrs. Herson and Momboisse of $10,345, and $7,500 respectively. (4) Consists of Salary Continuation Premiums on behalf of Messrs. Herson and Momboisse of $10,395 and $7,500, respectively, and (ii) matching contributions by the Company under the EMCON Shared Savings and Profit Sharing Plan (the "401(k) Plan") in the amount of $4,500 on behalf of Mr. Herson, $4,339 on behalf of Mr. Momboisse, and $4,500 on behalf of Mr. Peluso. (5) Messrs. Shipps and Gillespie became executive officers of the Company in May 1998. Stock Option Grants The following table contains information concerning the grant of options to purchase the Company's common stock to the named executive officers in 1998:
STOCK OPTION GRANTS IN LAST FISCAL YEAR Individual Grants in 1998 % of Total Potential Realizable Value at Options Assumed Annual Rates of Stock Granted to Exercise Price Appreciation for Option Options Employees or Base Term (2) Granted in Fiscal Price Expiration ______________________________ Name (#)(1) Year ($/SH) Date 5% ($) (10% ($) - ---- ------ ---- ------ ---- ------ -------- Eugene M. Herson 35,000 6.9% $2.688 11/28/03 $25,900 $57,467 R. Michael Momboisse 30,000 5.9% $2.688 11/28/03 $22,200 $49,232 Richard A. Peluso 30,000 5.9% $2.688 11/28/03 $22,200 $49,232 Mark H. Shipps 25,000 4.9% $2.688 11/28/03 $18,500 $41,026 Patrick Gillespie 10,000 2.0% $2.688 11/28/03 $ 7,400 $16,411
(1) The options become exercisable in four equal annual installments commencing on the first anniversary of the date of grant, so long as employment with the Company or one of its subsidiaries continues. The Board of Directors retains discretion to modify the terms, including the exercise price, of outstanding options. In that regard, in the event of a change of control of the Company, the Board, in its sole discretion, may either accelerate the vesting of outstanding options or provide for the assumption or substitution of such options by the successor company. (See also "Employment Contracts and Termination of Employment Arrangements.") (2) Potential gains are net of exercise price, but before taxes associated with exercise. These amounts represent certain assumed rates of appreciation only, based on the Securities and Exchange Commission rules. Actual gains, if any, on stock option exercises are dependent on the future performance of the common stock, overall market conditions and the option-holders' continued employment through the vesting period. The amounts reflected in this table may not necessarily be achieved. One share of stock purchased at the exercise price of $2.688 in 1998 would yield profits of $0.74 per share at 5% appreciation over 5 years or $1.64 per share at 10% appreciation over the same period. Stock Option Exercises and Year-End Holdings The following table provides information with respect to the named executive officers concerning the exercise of options during the last fiscal year and unexercised options held as of the end of the fiscal year:
YEAR-END OPTION VALUES(1) Number of Unexercised Value of Unexercised Options at 12/31/98 In-the-Money Options at 12/31/98 (2) Name Exercisable Unexercisable Exercisable Unexercisable Eugene M. Herson 175,000 85,000 0 $17,500 R. Michael Momboisse 75,750 66,250 0 $15,000 Richard A. Peluso 57,500 55,000 0 $15,000 Mark H. Shipps 12,500 67,500 0 $12,500 Patrick Gillespie 10,000 70,000 0 $5,000 - ------------------------------------------- (1) None of the named executive officers exercised options in fiscal 1998. (2) Based on the closing sales price of the Company's common stock on December 31, 1998 of $3.188. Employment Contracts and Termination of Employment Arrangements The Company has entered into agreements with Eugene M. Herson and R. Michael Momboisse providing for severance payments equal to 24 months of salary and full vesting of any unvested benefits upon a separation from the Company (other than as a result of a termination for cause) within 18 months after a change of control event. For these purposes, a change of control event is defined as a change of ownership of the Company where the shareholders of the Company, before the event, hold less than 70% of the voting stock of the Company after the event. Patrick Gillespie is employed as a Vice President of EMCON under an Employment Agreement expiring in January 2002. During the term of the agreement, Mr. Gillespie can be removed only for cause. In the event he is terminated other than for cause, he will be entitled to severance benefits equal to the full compensation payable to him over the remaining term of the agreement. The Company has adopted an internal policy pursuant to which executive officers of the Company are entitled to receive up to 12 months of severance and full vesting of any unvested benefits in the event their employment is involuntarily terminated (including voluntary termination following a demotion or to avoid a mandatory relocation) following a change of control of the Company. For these purposes, a change of control is defined as a change of ownership of the Company where the shareholders of the Company, before the event, hold less than 70% of the voting stock of the Company after the event. See also footnote 1 to the SUMMARY COMPENSATION TABLE for a discussion of the Salary Continuation Plan and each named executive officer's participation in such plan. Director Compensation During the last fiscal year, the Company paid each non-employee director a retainer of $1,000 per month. In addition, under the Company's 1998 Stock Option Plan (the "1998 Option Plan") each non-employee director is automatically granted, effective upon completion of each annual shareholders' meeting, a nonstatutory stock option to purchase 2,000 shares of the Company's Common Stock at an exercise price equal to the fair market value of the Company's Common Stock at the date of grant, based on the closing price of the Company's shares on the NASDAQ National Market. Such options become fully vested and exercisable on the first day of January following the date of grant, subject to the optionee's continued service as a director up to and as of that date, and remain exercisable until ten years from the date of grant, subject to earlier termination (i) two years after the individual ceases to be a director or (ii) upon a transfer of control of the Company. No other directors of the Company are compensated for their services as members of the Board. From time to time, non-employee directors will serve as consultants to the Company with respect to special matters within their areas of expertise, for which they are paid consulting fees. During 1998, Messrs. Crane and Vardy were paid additional consulting fees of $7,000 and $8,000, respectively. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires the Company's directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors, and greater than ten-percent shareholders are required to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the last fiscal year ended December 31, 1998, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten-percent beneficial owners were complied with by such persons. Item 12. Security Ownership of Certain Beneficial Owners and Management The following table contains information as of February 28, 1999 regarding the ownership of the Common Stock of the company by (i) all persons who, to the knowledge of the Company, were the beneficial owners of 5% or more of the outstanding shares of Common Stock of the Company, (ii) each director and director nominee of the Company, (iii) each named executive officer, and (iv) all executive officers and directors of the Company as a group: Number of Shares Name and Address Beneficially Owned (1) Percent (1) - ------------------------------------------------ -------------------------------- ----------------- Franklin Resources, Inc. (2) 1,125,400 13.5% 901 Mariners Island Blvd., 6th Floor San Mateo, CA 94404 Grace & White, Inc. (3) 1,024,600 12.3% 515 Madison Avenue, Suite 1700 New York, NY 10022 T. Rowe Price Associates, Inc. (4) 715,000 8.6% 100 E. Pratt Street Baltimore, MD 21202 Dimensional Fund Advisors, Inc. (5) 540,300 6.5% 1299 Ocean Avenue, 11th Floor Santa Monica, CA 90401 Eugene M. Herson (6) 247,854 2.9% Richard A. Peluso (6) 146,485 1.7% R. Michael Momboisse (6) 91,288 1.1% Peter Vardy (6) 25,000 * Douglas P. Crane (6) 19,000 * Mark H. Shipps (6) 17,500 * Patrick Gillespie (6) 16,751 * Donald R. Kerstetter (6) 10,000 * Franklin J. Agardy (6) 2,000 * All executive officers and directors as a group (13 persons) (6) 619,076 7.1% - ----------------------------------------------- * Represents less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options or warrants held by that person that are currently exercisable, or will become exercisable within 60 days of February 28, 1999, are deemed outstanding. Such shares, however, are not deemed outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated in the footnotes to this table, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. (2) As reported in a Schedule 13G amendment filed jointly on September 10, 1997 by Franklin Resources, Inc. ("FRI"), Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Advisory Services, Inc. Consists of shares held in accounts that are managed by direct and indirect investment advisory subsidiaries of FRI ("Advisory Subsidiaries") pursuant to contracts that give such subsidiaries sole voting and investment power with respect to such shares. Charles B. Johnson and Rupert H. Johnson, Jr. are principal shareholders of FRI ("Principal Shareholders"). FRI, the Advisory Subsidiaries and the Principal Shareholders disclaim any economic interest or beneficial ownership of the shares. (3) As reported in a Schedule 13G amendment filed on February 18, 1999 by Grace & White, Inc. ("G&W"). Includes 28,000 shares as to which G&W has sole voting power and $1,024,600 shares as to which G&W has sole dispositive power. (4) As reported in a Schedule 13G amendment filed jointly on February 12, 1999 by T. Rowe Price Associates, Inc. ("Price Associates") and T. Rowe Price Small Cap Value Fund, Inc. ("Price Small Cap Value"). These securities are owned by various individual and institutional investors including Price Small Cap Value (which owns 715,000 shares) which Price Associates 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 Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. (5) As reported in a Schedule 13G amendment filed on February 11, 1999 by Dimensional Fund Advisors Inc. ("Dimensional"). Dimensional, an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and services as investment manager to certain other investment vehicles, including commingled group trusts. (These investment companies and investment vehicles are the "Portfolios"). In its role as investment advisor and investment manager, Dimensional possesses both voting and investment power over the EMCON shares owned by the Portfolios. All such securities are owned by the Portfolios, and Dimensional disclaims beneficial ownership of such securities. (6) Includes the following numbers of shares of the Company's Common Stock subject to outstanding options which are exercisable within 60 days of February 28, 1999: Eugene M. Herson, 187,500; Richard A. Peluso, 63,750; R. Michael Momboisse, 85,750; Peter Vardy, 8,000; Mark H. Shipps, 17,500; Patrick Gillespie, 15,000; Douglas P. Crane, 10,000; Donald R. Kerstetter, 8,000; Franklin J. Agardy, 2,000; and all executive officers and directors as a group 423,750. Item 13. Certain Relationships and Related Transactions Not applicable SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: April 28, 1999 EMCON By: /s/ R. Michael Momboisse R. Michael Momboisse Chief Financial Officer, Vice President - Legal and Secretary6 -----END PRIVACY-ENHANCED MESSAGE-----