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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) MAY 23, 2000
TRC COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware 1-9947 06-0853807
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) Number)
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5 Waterside Crossing
Windsor, Connecticut 06095
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 298-9692
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 23, 2000, the Company completed the acquisition of the outstanding
capital stock of Lowney Associates, a geotechnical and environmental services
firm headquartered in Mountain View, California. The capital stock was acquired
from a group of employee shareholders who had no prior relationships with the
Company. The purchase price of approximately $5.5 million (before contingent
consideration) consisted of $3.8 million in cash and 165,000 shares of the
Company's common stock valued using the average closing price of the stock for
the 30-day period ended May 5, 2000. The Company may make additional payments if
certain pre-tax profit goals are achieved in each of the next three fiscal
years. The acquisition, which was effective May 1, 2000, has been accounted for
using the purchase method of accounting.
The Company funded the cash portion of the purchase price through its existing
revolving credit facility with Fleet National Bank.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) Financial Statements of Business Acquired and Pro Forma
Financial Information
These financial statements and the pro forma financial information are in
process of being prepared and will be filed as an amendment to this report as
soon as practicable, but not later than August 5, 2000.
(c) Exhibits - none
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRC COMPANIES, INC.
June 2, 2000 by: /s/ Harold C. Elston, Jr.
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Harold C. Elston, Jr.
Senior Vice President and Chief Financial Officer
(Chief Accounting Officer)
