Press Releases

WESTON Seeking to Go Private Through Employee Ownership

WEST CHESTER, PA - October 24,2000 - Roy F. Weston, Inc., today announced that a Special Committee of its Board of Directors has agreed to grant certain exclusive negotiating rights to American Capital Strategies (NASDAQ:ACAS) concerning the possible merger of WESTON into a new entity that would be owned by American Capital, a group of WESTON's senior managers and a broad-based employee stock ownership plan. WESTON previously announced that the Special Committee, with assistance from the investment-banking firm of Raymond James & Associates, was evaluating WESTON's strategic alternatives.

No definitive merger agreement has been signed and the terms of any potential transaction remain subject to completion of due diligence by American Capital, obtaining of financing by American Capital, and negotiation and completion of a definitive agreement with the Company and of agreements with senior management concerning their investment in the transaction. If these matters are successfully completed, the merger transaction will require recommendation by the Special Committee, and approval by the Board of Directors and the shareholders of WESTON. There can be no assurance that any contemplated transaction will be completed.

Holders of a majority of WESTON's non-publicly traded Common Shares, representing approximately 61% of the voting power of all WESTON outstanding shares, have agreed that if the Company and American Capital reach a definitive agreement that is recommended by the Special Committee, approved by the Board of Directors, and put to a shareholder vote, their shares will, subject to certain conditions, be voted in favor of such a transaction. Neither American Capital nor WESTON intends to comment further on the details of ongoing negotiations unless and until a definitive agreement is reached.

American Capital is presently engaged in due diligence and is working to secure bank financing that would be required in order to complete the transaction.

William L. Robertson, WESTON's Chief Executive, stated: "We are encouraged by the Special Committee's work to evaluate our strategic alternatives and are excited about the possibility of reaching an agreement with American Capital that would greatly benefit our shareholders, employees and clients."

Based in West Chester, Pennsylvania, WESTON provides services through a network of 60 offices throughout the United States. An industry pioneer since 1957, WESTON provides infrastructure redevelopment services worldwide. With an emphasis on creating lasting economic solutions for its clients, the company's services include site remediation, infrastructure operations and knowledge management to bring impaired facilities, land, water and resources back to productive use.

Statements in this release which discuss any aspect of a potential merger transaction involving WESTON and American Capital Strategies are forward looking statements. These forward looking statements are subject to a variety of risks and uncertainties, including but not limited to whether American Capital and WESTON will reach a definitive agreement for such a transaction; the agreement of WESTON's senior management to invest in such a transaction; the outcome of American Capital's due diligence review of WESTON; the ability of American Capital to secure the necessary financing to complete such a transaction; and the outcome of any required shareholder vote on such a transaction. The reader is cautioned that there is presently no definitive agreement between WESTON and American Capital and that a transaction between WESTON and American Capital, including the potential transaction discussed in this release, might not occur. WESTON expresses no opinion on the likelihood that such a transaction will occur. Other risks and uncertainties concerning WESTON's performance are discussed under the heading "Forward Looking Statements" in WESTON's Second Quarter 2000 Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2000, and in WESTON's previous SEC filings. WESTON disclaims any intent or obligation to update forward looking statements.