Filed by Stantec 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


Additional Information and Where to Find It

In connection with the proposed merger, Stantec and TKC have filed a Registration Statement on Form F-4, a joint proxy statement/ prospectus and other related documents with the Securities and Exchange Commission (the “SEC”). Shareholders of TKC are advised to read these documents and any other documents relating to the merger that are filed with the SEC when they become available because they contain important information. Shareholders of TKC 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:

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 document 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. Some of the forward-looking statements contained in this document include statements about the proposed Stantec and TKC merger; including statements that: (i) the merger will allow the combined company to realize strategic goals; (ii) the merger is expected to be accretive to earnings of the combined company; (iii) the merger will allow Stantec to increase its revenues from its United States operations by approximately 70%; (iv) the combination with TKC will allow Stantec opportunities to cross sell services to TKC’s client base; and (v) the TKC shareholders will realize a premium of approximately 30%. 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, 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 document.










Stantec & Keith
Investor Presentation


July 2005







(Company Profile)

Stantec, founded in 1954, provides professional design and consulting services in planning, engineering, architecture, interior design, landscape architecture, surveying, and project management. Continually striving to balance economic, environmental, and social responsibilities, we are recognized as a world-class leader and innovator in the delivery of sustainable solutions. With a roster of comprehensive services, our Company supports clients at every stage, from initial concept and financial feasibility to project completion and beyond. Our multidisciplinary practice areas serve public and private sector clients in a diverse range of markets.

In simple terms, the world of Stantec is the water we drink, the roadways we travel, the buildings we visit, the industries in which we work, and the neighborhoods we call home.



  Established in 1954
  Publicly traded since 1994
         NYSE:SXC (August 5, 2005)
  51 years of uninterrupted profitability
  50 locations in North America and the Caribbean
  4,400 employees
  18.9 Million Shares Outstanding
(70% Institutional Ownership)
  $550 Million Market Cap

Introduction to Stantec



Market   Client Type


Buildings - 20%    
Practice Areas:    

  Architecture & Interior Design
Buildings Engineering
Facilities Planning & Operations


Environment - 21%    
Practice Areas:    

  Environmental Infrastructure
Environmental Management


Industrial - 10%    
Practice Areas:    

Power Resources and Chemicals


Transportation - 16%    
Practice Areas:    

  Transportation Infrastructure
Transportation Planning & Traffic
Infrastructure Management & Pavement Engineering


Urban Land - 33%    
Practice Areas:    

  Planning and Landscape Architecture
Urban Land Engineering
Quality Control/Assurance

Based on Net Revenue Q1 YTD   Introduction to Stantec



(Track Record Logo)

10-Year Performance



Introduction to Stantec




  Ranked #50 on the Engineering New Record’s listing of top 150 Global Design Firms, rising from #54 in 2003.
  Listed #30 on the Sector Review 2004’s survey of the World’s Top 200 Consulting Engineering and Architectural Groups.

5-Year Performance

In thousands of                              
dollars (C$), except per                              
share amounts and ratios   2004     2003     2002     2001     2000  
Gross revenue
  $ 520,879     $ 459,942     $ 428,456     $ 356,942     $ 265,568  
Net revenue
    449,151       391,396       365,148       298,772       221,263  
Income before taxes
    44,660       39,628       33,095       27,306       20,867  
Net income
    30,190       25,070       20,192       15,370       11,226  
Current assets
    208,755       177,629       163,261       121,267       94,183  
Current liabilities
    126,755       128,506       99,295       88,487       68,667  
Property and equipment
    48,262       67,670       51,747       41,371       36,938  
Long term debt
    21,155       31,159       41,730       15,652       13,893  
Shareholders’ equity
    189,056       160,528       151,426       107,450       92,233  
Gross revenue backlog
    380,000       310,380       299,801       259,185       192,238  
Net cash position
    37,890       (9,808 )     29,202       (7,145 )     3,426  
Earnings per share — basic
    1.63       1.37       1.12       0.92       0.78  
Earning per share — diluted
    1.59       1.31       1.07       0.88       0.76  
Book value per share
    10.02       8.76       8.28       6.38       5.54  
Current ratio
    1.65       1.38       1.64       1.37       1.37  
Debt to equity ratio
    (0.02 )     0.34       0.22       0.30       0.22  
Price earnings ratio
    16.25       16.13       14.91       13.99       9.94  
Weighted average number of shares outstanding
    18,499,598       18,329,960       17,987,358       16,742,730       14,374,264  
Shares outstanding
    18,871,085       18,327,284       18,282,720       16,846,340       16,668,340  
Shares traded
    5,700,000       5,163,000       4,553,100       8,907,200       4,551,610  
    23.39       23.48       20.50       14.25       8.00  
    20.35       14.50       12.88       7.25       5.25  
    26.48       22.10       16.70       12.88       7.75  


Introduction to Stantec



(Operational Strategy)

Target Market

Stantec focuses on the North American market. The greater the population density, the greater the need for infrastructure such as community development, roadways, and facilities.



The infrastructure and facilities market generates over $50 billion in revenue in North America every year.


Over 100,000 firms compete for this market, 95% of which have less than 50 employees.

Geographic Reach

Stantec has offices in five provinces, 12 states, and the Caribbean.


Stantec has strategically positioned itself in the professional services business in infrastructure and facilities to deliver solid and consistent growth and profitability. The following operational strategies have been employed and, as a result, separate Stantec from the competition.

Project Lifecycle

  Barriers to entry are greater in planning, maintenance and decommissioning phases.
  Stantec is able to follow clients through the lifecycle phases of a project “cradle to grave”.

Professional Services Focus

  Exclusive fee-for-service model
  No construction risk
  Lower capital requirements

(Professional Service)

Introduction to Stantec



Top Three Service Provider

Stantec’s target is to be in the top three firms within any given region/market segment.

Top-tier firms:

  Serve the best clients
  Offer best services
  Attract best staff
  Have more resiliency in tough economic times

Project & Client Diversity

  Many projects translates to many clients
  No single client or project more than 5% of revenue
  Diversified client mix

Project Size

Capability to services all project sizes (capital project value/fees):

  Greater than $100 million/$10 million
  Between $50 and $100 million/$5 and $10 million
  Less than $50 million/$5 million
  90% of Stantec projects are less than $100 million/$10 million

(Q1 YTD Revenue Split Chart)

Stantec Advantage

Logistical Systems

  Financial Services, IT, HR, Business Development, Marketing Resources, Communications Support, Legal Services, Risk Management & Training

Technical Capabilities

  Light Rail Transit, Health Care, Wasterwater process design, Leadership in Energy and Environmental Design (LEED), Ecotoxicology & Ecological Risk Assessment

Knowledge Systems

  Decision Support Tools, Business Intelligence Tools, Marketing Knowledge Center, Practices & Procedures, Project Management Systems & Client Relationship Management.

(Computer Images)

Introduction to Stantec



(Business Model)

Practice Area Specialization

Practice area diversification is achieved by focusing on 17 distinct specialist practice areas that can generally be grouped into five broad market segments:

(Practice Area Graph)

Net Revenue    
Breakdown   STN
    20 %
    21 %
    10 %
    16 %
Urban land
    33 %

Geographic Diversification

Currently, our geographic reach includes three economic regions in North America.

Net Revenue    
Breakdown   STN
    61 %
US West
    22 %
US East
    16 %

We also provide services in selected locations outside North America on a project basis (approximately 1% of revenue).

(Regions Graph)

Introduction to Stantec



Life Cycle Solutions

Our business model includes the provisions of services in all five phases of the project life cycle:


(Phases Chart)

3D Business Model Completed

The model mitigates our risks by ensuring that we are not dependent on any single geographic region, market segment or life cycle phase for our business.

(Life Cycle)

Introduction to Stantec




Stantec’s goal is to become one of the top 10 global design firms.

To achieve this goal, we will continue to pursue excellence in design and project delivery and to follow an orderly growth plan building upon our solid foundation. Stantec has a clear vision and a well conceived strategy to fulfill that vision and the track record to bear out the integrity of our strategy.


Give Stantec professionals the opportunity to work with the

- Best clients on the

- Best projects and to

- Provide the best services


Introduction to Stantec




Augment breadth and depth of expertise, enhance ability to serve Fortune 1000, government, and institutional clients, and expand geographic coverage. Stantec grows by either:

     Internal Organic Growth

    Accounts for approximately 1/3 of targeted growth
    Practice Area Expansion

     Acquisition Growth

    Strategic In-filling
    Geographic Expansion



Our plan is to continue with strategic in-filling of services in all current regions with people and companies that can fill gaps in our services matrix. Achieving a complete services matrix in a region positions Stantec to reach mature market penetration.


We have a disciplined approach to achieving our objectives by gradually increasing our market presence. Our strategy includes expansion outside our existing regions primarily through opportunities to acquire firms that provide services in our services matrix. New regions allow for further strategic in-filling to reach desired market penetration.

Introduction to Stantec




Financial Summary

Year-end 2004 (at December 31)
in thousands of dollars, except per share amounts   $ Canadian   $ US     $ Canadian   $ US
Gross revenue*
    520,879       398,378         137,740       105,346  
Net revenue*
    449,151       343,519         126,506       96,754  
Income before income taxes*
    44,660       34,157         18,181       13,905***  
Net income*
    30,190       23,090         10,469       8,007  
Current assets**
    208,755       173,673         84,133       69,994  
Current liabilities**
    126,755       105,453         17,455       14,522  
Long-term debt**
    21,155       17,600            
Shareholders’ equity**
    189,056       157,285         98,469       81,921  
Earnings per share*
    1.63       1.25         1.35       1.03  
    1.59       1.22         1.31       1.00  
Weighted average number of shares
    18,499,598                     7,778,661  
    19,007,289                     8,039,457  

* C$1.00 = US$1.3075 (average exchange rate for 2004)
** C$1.00 = US$1.2020 (exchange rate at Dec. 31 2004)
*** Before discontinued operations (discontinued operations = US$430,000)

Practice Area Specialization

The Keith companies will no longer be dependent on the real estate market to determine the success of their overall efforts. Stantec provides 5 key market segments that both compliment and augment the overall service offering.


Net Revenue            
Breakdown   STN*     STN+TKC**  
    20 %     16 %
    21 %     19 %
    10 %     10 %
    16 %     13 %
Urban Land
    33 %     43 %

*Q1 YTD Numbers
**Expected split once combined

Introduction to Stantec



Geographic Diversification

Stantec and Keith combination will augment the company’s footprint in the North American Market. Stantec will now have access to the southern California market, one of the greatest areas of opportunity for Stantec to cross sell its professional services. The jointed firm will employ over 5,000 employees.


The Keith transaction will solidify a presence in California and will increase Stantec’s US operations by 70%.

Net Revenue            
Breakdown   STN*     STN+TKC**  
    61%     48%
US West
    22%     39%
US East
    16%     12%


*Q1 YTD Numbers
**Expected split once combined

Introduction to Stantec




Tony Franceschini, P.Eng.
President & CEO

Ph: (780) 917-7077

Don Wilson, CA
Vice President & CFO

Ph: (780) 917-7269

Simon Stelfox, B.Sc.
Investor Relations

Ph: (780) 917-7288

Stantec Inc.
10160 - 112 Street
Edmonton AB T5K 2L6
Ph: (780) 917-7000
Fax: (780) 917-7330




Q1 2005