Filed by The Keith Companies, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: The Keith Companies, Inc.
Commission File No.: 000-26561
This filing relates to the Agreement and Plan of Merger and Reorganization,
dated April 14, 2005, by and among Stantec Inc., Stantec Consulting California
Inc., and The Keith Companies, Inc. The following are (i) a message from the
Chief Executive Officer of The Keith Companies and (ii) responses to selected
employee questions, added to The Keith Companies website on April 29, 2005.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Stantec and TKC will file a
Registration Statement on Form F-4, a joint proxy statement/prospectus and other
related documents with the Securities and Exchange Commission (the "SEC").
Stockholders of Stantec and TKC are advised to read these documents when they
become available because they will contain important information. Stockholders
of the companies may obtain copies of these documents for free, when available,
at the SEC's website at www.sec.gov. These and such other documents may also be
obtained for free from:
Stantec
10160-112 Street
Edmonton, Alberta, Canada, T5K 2L6
Phone: (780) 917-7000 Fax: (780) 917-7330
And from:
The Keith Companies
19 Technology Drive
Irvine, California, USA 92618-2334
Phone: (949) 923-6000 Fax: (949) 923-6121
Stantec and TKC and their respective directors, executive officers and other
members of their management and employees may be deemed to be participants in
the solicitation of proxies in connection with Stantec's proposed acquisition of
TKC. Information regarding the special interests of these directors and
executive officers in the transaction described herein will be included in the
joint proxy statement/prospectus described above. Additional information
regarding Stantec's directors and executive officers is also included in its
management information circular for its 2005 Annual Meeting of Shareholders,
which was filed with the applicable securities commissions in Canada on or about
March 31, 2005 and is available free of charge at the Canadian Securities
Administrators' web site at www.sedar.com or by contacting Stantec at the
address or telephone number set forth above. Additional information regarding
TKC's directors and executive officers is also included in its proxy statement
for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on or
about April 12, 2005 and is available free of charge at the SEC's web site at
www.sec.gov or by contacting TKC at the address or telephone number set forth
above.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This release contains forward-looking statements. In some cases, forward-looking
statements can be identified by words such as "believe," "expect," "anticipate,"
"plan," "potential," "continue" or similar expressions. Such forward-looking
statements are based upon current expectations and beliefs and are subject to a
number of factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. These
statements are not guarantees of future performance, involve certain risks,
uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate. Therefore, actual
outcomes and results may differ materially from what is expressed herein. For
example, if TKC does not receive required shareholder approvals, if Stantec is
unable to list its stock on a major US exchange or either party fails to satisfy
other conditions to closing, the merger will not be consummated. In addition,
the
combined companies may not realize all or any of the expected benefits of
the merger. The following factors, among others, could cause actual results to
differ materially from those described in the forward-looking statements: global
capital market activities, fluctuations in interest rates and currency values,
the effects of war or terrorist activities, the effects of disease or illness on
local, national, or international economies, the effects of disruptions to
public infrastructure, such as transportation or communications, disruptions in
power or water supply, industry and worldwide economic and political conditions,
regulatory and statutory developments, a downturn in the real estate market, the
effects of competition in the geographic and business areas in which the
companies operate, the actions of management, and technological changes. Actual
results may differ materially from those contained in the forward- looking
statements in this release.
CEO Forum Message - April 29
Message from Aram Keith
It has now been just over two weeks since we announced the signing of our merger
agreement with Stantec and Stantec Consulting of California. The first week was
a whirlwind for Tony Franceschini and me and I'm sure it was for many of you as
well. Together he and I visited TKC's Salt Lake City, Las Vegas, and Irvine
offices while Mark Jackson, Jack Gorrie, and Guy LaPatourel, three of Stantec's
leadership from Kitchener, Ontario, met with management and some staff in Ann
Arbor. The purpose of these meetings is to introduce Stantec to our personnel
and respond to your questions regarding our pending merger. All these visits
happened in a span of two days! Plans to have Tony or others visit other TKC
offices are ongoing, but the pace will slow somewhat while other matters are
also being addressed.
We truly appreciate the feedback and questions from both companies' employees
that we have received through the joint web site, by telephone and email, and in
the many meetings and conversations we've had with employees since the
announcement. I understand that there is a lot of uncertainty regarding
benefits, 401(k) plans, compensation, and potential lay offs. I have been
impressed with Stantec's efforts to address your questions to the best that they
can at this point. Together, we are trying to provide you with all the
information you would like but unfortunately, we do not have all of the answers
yet.
In the overall scheme of things, it is sometimes unwise to provide the level of
detail about benefits and other things that many people are asking for until
Stantec's Human Resources team and ours have the opportunity to meet and go
through a comprehensive comparison between our companies' respective plans as
Tony suggested in his first message. This process, which is beginning next week,
could take several weeks to complete and it's very important that it is not done
hastily. I want to assure you that when we do know more, that information will
be communicated to all TKC staff. I am very confident in Stantec's commitment to
review the overall compensation package for employees including pay, benefits,
and everything else and be very fair with it when taken as a whole. Your
benefits will remain unchanged through the time of the merger. You will know
well in advance when any change to your benefits will occur after that, exactly
what those benefits will consist of, and how the new plan differs from TKC's.
This also applies to other employment related questions you may that apply
following the merger, including questions about compensation, 401(k) plans, and
employment concerns. I thank-you for your patience and as soon as we know more
about these subjects we will pass that information on to you.
It has been a great experience for me to work with a number of Stantec's people
as we have begun to formulate our initial integration plans. Everyone I have met
has been tremendously helpful and professional and I'm sure when more of you
start meeting Stantec representatives over the next few months you will feel the
same. The dynamic and talented people I have worked with so far have confirmed
my first impression of Stantec being a great company.
Please remember that we are working diligently to try and respond to your
questions. I encourage you to keep sending us your feedback and inquiries. The
feedback we receive will help us to keep you well informed during the period
leading up to the close of the transaction and we hope will contribute to a
smooth transition for you from TKC to Stantec.
To all our TKC employees - Thank-you for your hard work and dedication.
-Aram Keith
EMPLOYEE RESPONSES APRIL 29, 2005
BENEFITS
WHEN WILL I BE ABLE TO SEE A COMPLETE STANTEC BENEFITS SUMMARY?
Stantec's and TKC's respective Human Resources teams are ready to begin a
comprehensive review of our two benefits plans which we expect will take several
weeks. In order to fully explain what will be changing and when those changes
will occur in regards to your benefit plans this review needs to be completed.
When we know a timeline for the completion of the review and how the information
will be communicated, we will notify TKC employees. In the meantime we thank you
for your patience.
DOES STANTEC OFFER VISION INSURANCE COVERAGE?
Yes, Stantec does offer vision insurance coverage along with its medical and
dental coverage.
DOES STANTEC HAVE AN EDUCATION REIMBURSEMENT PROGRAM?
Yes, Stantec does have an education reimbursement program. The complete details
of the program will be communicated to you once our respective HR teams have had
to opportunity to complete a full comparison of the two programs, which will be
done in conjunction with the overall benefits review.
DOES STANTEC OFFER DOMESTIC PARTNER BENEFITS?
Yes, Stantec offers domestic partner benefits that you will be entitled to
utilize. More information regarding how you can do this will be provided with
the overall benefits review when it is complete.
DOES STANTEC REIMBURSE EMPLOYEES WHEN THEY TAKE THE PROFESSIONAL ENGINEERS EXAM?
With respect to reimbursement of examination fees, it is Stantec's policy to pay
the fees the first time the employee takes the registration exam. In the event
that the employee fails to pass the exam, subsequent examination fees are the
employee's responsibility.
In addition, financial assistance may be provided for attending study seminars
to prepare for exams. Such assistance is given on a case-by-case basis with
approval from the employee's direct supervisor.
WHAT STATUTORY HOLIDAYS DOES STANTEC RECOGNIZE AND WHAT DOES THE COMPANY OFFER
FOR VACATION DAYS AND SICK DAYS?
This overview will be provided along with the other benefits information once
the review is complete.
WHAT DOES STANTEC MEAN BY A SINGLE 401(K) PLAN? WOULD WE STILL BE ABLE TO PICK
FROM DIFFERENT INVESTMENT OPPORTUNITIES?
Yes, you will be able to pick from different investment opportunities. The
Stantec 401 (k) Plan is "participant directed" and is currently administered by
Merrill Lynch, the same administrator used by TKC. The plan has daily account
management flexibility and automated administration via the plan's 800# or the
Internet. Like TKC, Stantec offers one overall plan for qualified employees to
participate in. Also it offers many investment options that the participant can
direct his or her retirement funds to.
WHAT HAPPENS TO MY 401K LOAN? DO I HAVE TO PAY IT OFF IN FULL? WILL IT ROLL TO
THE NEW PLAN?
Once the TKC plan receives the IRS favorable determination letter,
you will have the choice to either pay the loan in full prior your distribution,
take a taxable distribution of the balance of the loan plus accrued interest, or
you will be able to do a "direct rollover of the loan" into the Stantec 401(k)
plan if you are a participant in that plan and have rolled over your TKC 401(k)
funds into the Stantec plan.
DOES STANTEC'S 401K PLAN ALLOW LOANS ON THEIR 401K PLAN?
Yes it does. When the benefits review is complete we will provide all the
information you will need to take advantage of this option.
OPERATIONS
WILL STANTEC ENCOURAGE TKC EMPLOYEES TO RELOCATE SHOULD THE OPPORTUNITY PRESENT
ITSELF? WILL THERE BE OPPORTUNITIES TO TRAVEL TO OTHER OFFICES?
Yes. One of the reasons for Stantec's growth is to provide more opportunities
for employees to advance their careers and professional experience within the
organization. One of our strengths is our ability to form multidisciplinary
teams using expertise from across the company.
Stantec also posts all of its job vacancies on its intranet to give employees
the ability to look for relocation and advancement opportunities.
HOW DOES STANTEC ADDRESS TURNOVER ISSUES? WILL TURNOVER BE ADDRESSED?
Turnover is monitored and reviewed on a regular basis and addressed at the local
level if there is an issue.
WHAT CAN I DO AS AN EMPLOYEE TO MAKE THE TRANSITION AS SMOOTH AS POSSIBLE?
We encourage you to continue with business as usual. Stay positive and remain
focused on the job and the customer. Talk to your manager, Human Resources, or
use the Feedback form on the Employee Site of www.stantec.com/keithco to ask
questions and voice any concerns.
COMPENSATION
WILL OUR PAY PERIODS REMAIN THE SAME (THE 10TH AND 25TH OF EACH MONTH)?
No, Stantec employees are paid on a biweekly basis. The two-week pay period
begins on a Saturday and ends on a Friday. Paychecks for all employees are
distributed on the first Friday following the end of the pay period (i.e., one
week in arrears).
However, this change will not likely happen immediately upon the close of the
transaction because it will take some time to bring the two companies' systems
together. Any change to your pay periods will be communicated to all TKC
employees well in advance.
DOES STANTEC OFFER STOCK OPTIONS TO EMPLOYEES?
Yes. Stantec currently has an employee stock option plan. However, because the
number of available options in the plan is limited, the number of participants
is also limited.