UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INTERNATIONAL TECHNOLOGY CORPORATION
(Name of Issuer)
Common Stock, par value $1.00
(Title of Class of Securities)
460465 10 7
(CUSIP Number)
Copy to:
Raymond C. Marier William C. Ughetta
Secretary and General Counsel Senior Vice President &
Corning Clinical Laboratories Inc. General Counsel
One Malcolm Avenue Corning Incorporated
Teterboro, NJ 07608 One Riverfront Plaza
Corning, NY 14831
Telephone: (607) 974-9000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
June 28, 1994
(Date of Event which Requires Filing of this Statement)
______________________________________________________
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b) (3) or (4), check the following box _______ .
Check the following box if a fee is being paid with this
statement X.
Exhibit index appears on page 6.
<PAGE>
CUSIP No. 460465 10 7
(1) Name of Reporting Person
S. S. or IRS Identification No. of Above Person
Corning Incorporated
IRS Identification No.: 16-0393470
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
___ (a) _____________________________________________________
X (b) _____________________________________________________
_____________________________________________________
(3) SEC Use Only ____________________________________________
_________________________________________________________
(4) Source of Funds (See Instructions): WC
_________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to item 2(d) or 2(e)________________________
(6) Citizenship or Place of Organization: New York
Number of
Shares (7) Sole Voting Power: Corning Clinical Laboratories
Beneficially Inc. 2,333,000 * ; Corning Incorporated-0
Owned by (8) Shared Voting Power: 0
Each (9) Sole Dispositive Power: Corning Clinical
Reporting Laboratories Inc. 2,333,000 *; Corning
Person Incorporated - 0
With (10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,333,000 * shares of Common Stock by Corning Clinical
Laboratories Inc.
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See instructions)________________________________
_________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) ______
_________________Approximately 6.2% *____________________
(14) Type of Reporting Person ___ HC _________________________
- -----
* This figure includes 2,000,000 shares of Common Stock that
Corning Clinical Laboratories Inc. has a right to purchase
pursuant to a warrant issued to it by the issuer.
<PAGE>
CUSIP No. 460465 10 7
(1) Name of Reporting Person
S. S. or IRS Identification No. of Above Person
Corning Clinical Laboratories Inc.
IRS Identification No.: 16-1387862
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
___ (a) ____________________________________________________
x (b) ____________________________________________________
(3) SEC Use Only ____________________________________________
_________________________________________________________
(4) Source of Funds (See Instructions): ______WC____________
_________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to item 2(d) or 2(e) ___________________________
(6) Citizenship or Place of Organization: Delaware
Number of
Shares (7) Sole Voting Power: Corning Clinical
Beneficially Laboratories Inc. 2,333,000 ** ; Corning
Owned by Incorporated - 0
Each (8) Shared Voting Power - 0
Reporting (9) Sole Dispositive Power Corning Clinical
Person Laboratories Inc. 2,333,000 **; Corning
With Incorporated - 0
(10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,333,000 ** shares of Common Stock by Corning Clinical
Laboratories Inc.
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See instructions) _______________________________
_________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) ______
_________________ Approximately 6.2% **__________________
(14) Type of Reporting Person ____CO__________________________
_________________________________________________________
- ---------
** This figure includes 2,000,000 shares of Common Stock that
Corning Clinical Laboratories Inc. has a right to purchase
pursuant to a warrant issued to it by the issuer.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $1.00
per share (the "Shares"), of International Technology
Corporation, a Delaware corporation (the "Company"). The Company's
principal executive offices are located at 23456 Hawthorne
Boulevard, Torrance, CA 90508.
Item 2. Identity and Background.
(a) - (c)
This statement is filed by Corning Clinical Laboratories
Inc., a Delaware corporation formerly known as MetPath Inc. ("CCL"),
and Corning Incorporated, a New York corporation ("Corning").
CCL is an indirect wholly owned subsidiary of Corning. Corning
and its subsidiaries engage principally in the manufacture and
sale of products made from specialty glasses and related
inorganics materials having special properties of chemical
stability, electrical resistance, heat resistance, light
transmission and mechanical strength. In addition, Corning,
through subsidiaries and affiliates, engages in laboratory
service businesses, including life and environmental sciences and
clinical laboratory testing at more than 50 facilities in ten
countries.
The principal executive office of CCL is One Malcolm Avenue,
Teterboro, New Jersey 07608. The principal executive office of
Corning is One Riverfront Plaza, MP-HQ E2-10, Corning, New York
14831.
The name, business or residence address and present
principal occupation or employment of each of the executive
officers and directors of CCL and Corning is as set forth in
Appendix I hereto, which is incorporated by reference. Each of
such individuals is a citizen of the United States.
(d) - (e)
During the last five years, neither CCL nor Corning, nor to
the best knowledge of CCL and Corning, none of the persons set
forth in Schedule I, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During
the last five years, neither CCL nor Corning, nor to the best of
CCL's and Corning's knowledge, none of the persons set forth in
Schedule I, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amounts of Funds or Other Consideration.
On June 28, 1994, CCL (then known as MetPath Inc.) purchased
directly from the Company 333,000 shares and a warrant to
purchase 2,000,000 Shares identified in Item 5 of the Statement
for approximately $3.32 million of accounts receivable that had
risen in the ordinary course of CCL's Enseco environmental
testing services division (the "Enseco Receivables"). The
purchase was part of the transaction in which CCL contributed the
assets of its Enseco Division to Quanterra Incorporated, a newly
organized Delaware corporation ("Quanterra"), for 1,056 shares of
Class A Common Stock of Quanterra and IT Corporation, a
California corporation and a wholly owned subsidiary of the
Company ("IT"), contributed the assets of its environmental
testing services division as well as the Enseco Receivables for
1,056 shares of Class B Common Stock of Quanterra. The shares of
Class A Common Stock and Class B Common Stock that Quanterra
issued to CCL and IT are the only outstanding shares of capital
stock of Quanterra. In connection with the transaction,
Quanterra assumed certain liabilities of CCL and IT.
Item 4. Purpose of Transaction.
CCL has purchased the Shares of the Company for investment
purposes. Neither CCL nor Corning has any plans or proposals
which relate to, or could result in any of the matters referred
to, in paragraphs (a)-(-j) inclusive, of item 4 of Schedule 13D.
Subject to CCL s contractual obligations described in Item 6, CCL
reserves the right to review or reconsider its position with
respect to any such matters.
Item 5. Interest in Securities of the Issuer.
(a) CCL, for purposes of the federal securities laws, is
the beneficial owner of 2,333,000 Shares consisting of (1)
333,000 Shares purchased pursuant to a Securities Acquisition
Agreement dated May 2, 1994 (the Securities Acquisition
Agreement) between the Company and CCL and (2) 2,000,000 Shares
which CCL has the right to purchase for $5.00 per share through
June 28, 1999 pursuant to a warrant (the Warrant ) issued by the
Company to CCL pursuant to the Securities Acquisition Agreement.
To the best knowledge of CCL and Corning, none of the persons
listed on Schedule I beneficially owned at the time of the event
set forth on the first page of this statement any of the Company
s Shares. Based on the number of Shares of the Company
outstanding as specified in the Company's Form 10-Q for the quarter
ended September 30, 1994, and giving effect to the exercise of the
Warrant, the aggregate number of 2,333,000 Shares of the Company would
represent approximately 6.2% of the Company's outstanding Shares.
(b) Subject to the rights of the Company under the
Securities Acquisition Agreement as summarized in Item 6, CCL
has the sole power to vote and to dispose of the Shares set forth
in paragraph (a) above.
(c) Neither CCL nor Corning, nor to the best knowledge of
CCL and Corning, any of the persons listed on Schedule I hereto,
has during the sixty days prior to the filing of this statement
effected any transaction in the Company s Shares.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship
With Respect to Securities of the Issuer.
The 333,000 Shares purchased and the Warrant to purchase an
additional 2,000,000 Shares were purchased by CCL on June 28,
1994 pursuant to the Securities Acquisition Agreement. See Item
3. The Securities Acquisition Agreement provides, among other
things, that until May 2, 1999 or until CCL disposes of its
Shares, CCL and its affiliates will not seek to acquire more than
six percent (6%) of the outstanding Shares (calculated
on a fully diluted basis), participate in a group seeking to
acquire the Company, engage in a proxy contest with respect to
the Company, or otherwise seek to control the management,
directors, or affairs of the Company. The Securities Acquisition
Agreement also provides generally that CCL may not sell its
Shares to persons holding more than 1% of the outstanding shares,
or 5% in the case of an institutional investor whose identity the
Company has approved in advance and, under certain circumstances,
for a right of first refusal in favor of the Company in the
event CCL desires to sell its Shares prior to May 2, 1999. The
Securities Acquisition Agreement generally requires CCL through
May 2, 1999 to vote its Shares in accordance with the
recommendation of the Company's management. The Securities
Acquisition Agreement also provides CCL with certain rights to
cause the Company to register the Shares it acquired under the
Securities Acquisition Agreement, including the Shares purchased
under the Warrant.
<PAGE>
Item 7. Material to be Filed as Exhibits.
1. Securities Acquisition Agreement dated as of May 2,
1994 between International Technology Corporation and MetPath
Inc. (incorporated by reference to Exhibit 10(ii)(14) of the
annual report on Form 10-K of the Company for the year ended
March 31, 1994).
2. Warrant dated June 28, 1994 issued by International
Technology Corporation in favor of MetPath to purchase 2,000,000
shares of the Company s common stock at an exercise price of
$5.00 per share (incorporated by reference to the exhibit to the
Securities Acquisition Agreement filed as Exhibit 10(ii)(14) of
the annual report on Form 10-K of the Company for the year ended
March 31, 1994).
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
February 22, 1995
CORNING INCORPORATED
By: /s/ M. Ann Gosnell
M. Ann Gosnell
Assistant Secretary
CORNING CLINICAL LABORATORIES INC.
By: /s/ Leo C. Farrenkopf
Leo C. Farrenkopf
Associate General Counsel and
Assistant Secretary
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF CORNING INCORPORATED
The following table sets forth the name and business address
and principal occupation or employment of each director and
executive officer of Corning Incorporated serving as such on
January 31, 1995. Unless otherwise specified, the business
address of each such person is Riverfront Plaza, Corning, New
York 14831. Each occupation set forth opposite an individual's
name, unless otherwise indicated, refers to employment with
Corning. Each person is a citizen of the United States of
America.
Name and Title Principal Occupation
James R. Houghton Chairman of the Board and
(Chairman of the Board Chief Executive Officer
Chief Executive officer)
Roger G. Ackerman President,
(President, Chief Operating Officer and
Chief Operating Officer and Director
Director)
Van C. Campbell Vice Chairman
(Vice Chairman and Director
and Director)
Dr. David A. Duke Vice Chairman
(Vice Chairman and Director
and Director)
Kenneth W. Freeman Executive Vice President
(Executive Vice President)
Norman E. Garrity Executive Vice President
(Executive Vice President)
John W. Loose Executive Vice President
(Executive Vice President)
James M. Ramich Executive Vice President
(Executive Vice President)
Jan H. Suwinski Executive Vice President
(Executive Vice President)
Peter Booth Senior Vice President
(Senior Vice President)
<PAGE>
Robert L. Ecklin Senior Vice President
(Senior Vice President)
Robert C. Forrest Senior Vice President
(Senior Vice President)
Larry Aiello, Jr. Vice President and
(Vice President Controller
and Controller)
Sandra L. Helton Senior Vice President and
(Senior Vice President and Treasurer
Treasurer)
A. John Peck, Jr. Secretary
(Secretary)
William C. Ughetta Senior Vice President
(Senior Vice President and General Counsel
and General Counsel)
Robert Barker Director, Center for the
(Director) Environment
Cornell University
425 Hollister Hall
Ithaca, NY 14853
Mary L. Bundy Clinical Social Worker
(Director) 170 East 79th Street
New York, New York 10021-0436
Barber B. Conable, Jr. Retired President, The World
(Director) Bank
P.O. Box 213
10532 Alexander Road
Alexander, New York 14005
John H. Foster Chairman and Chief Executive
(Director) Officer
NovaCare, Inc.
1016 W. Ninth Avenue
King of Prussia, PA 19406
Gordon Gund President and Chief Executive
(Director) Officer, Gund Investment
Corporation
14 Nassau Street
P.O. Box 449
Princeton, NJ 08542-0449
<PAGE>
John M. Hennessy Chairman of Executive Board and
(Director) Chief Executive Officer
CS First Boston Group
Park Avenue Plaza
New York, NY 10055
Vernon E. Jordan, Jr., Esq. Akin, Gump, Strauss, Hauer &
(Director) Feld
1333 New Hampshire Avenue, NW
Suite 400
Washington, D.C. 20036
James W. Kinnear Retired President and Chief
(Director) Executive Officer, Texaco Inc.
10 Stamford Forum
P.O. Box 120
Stamford, CT 06904
James J. O Connor Chairman of the Board and
(Director) Chief Executive Officer,
Commonwealth Edison Company
One First National Plaza
P.O. Box 767
Chicago, IL 60690
Catherine A. Rein Executive Vice President
(Director) Metropolitan Life Insurance
Company
One Madison Avenue
New York, NY 10010
Dr. Henry Rosovsky Harvard University
(Director) Littauer Center 218
Cambridge, MA 02138
William D. Smithburg Chairman and Chief Executive
(Director) Officer, The Quaker Oats
Company
321 N. Clark Street
Quaker Tower
Chicago, IL 60610
Robert G. Stone, Jr. Chairman of the Board
(Director) Kirby Corporation
405 Lexington Avenue
Chrysler Building
39th Floor
New York, NY 10174-0039
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF
CORNING CLINICAL LABORATORIES INC.
The following table sets forth the name and business address
and principal occupation or employment of each director and
executive officer of Corning Clinical Laboratories Inc. serving
as of January 31, 1995. Unless otherwise specified, the business
address of each person is Riverfront Plaza, Corning, New York,
14831. Each occupation set forth opposite an individual's name,
unless otherwise indicated, refers to employment with CCL. Each
person is a citizen of the United States of America.
Name and Title Principal Occupation
Randy H. Thurman President and
(Chairman of the Board Chief Executive Officer of Corning
and CEO of Corning Life Sciences Inc.
Clinical Laboratories Inc.) 450 Park Avenue
One Malcolm Avenue New York, NY 10022
Teterboro, NJ 07608
James R. Houghton Chairman of the
(Director) Board and Chief
Executive Officer of Corning
Van C. Campbell Vice Chairman of Corning
(Director)
Roger G. Ackerman President and Chief
(Director) Operating Officer of Corning
David A. Duke Vice Chairman of Corning
(Director)
Kim D. Lamon, M.D. Executive Vice President
and Chief Medical Officer
Alister W. Reynolds Executive Vice President and
Director of Operations
S. Raymond Gambino, M.D. Executive Vice President
and Chief Medical Officer Emeritus
Douglas M. VanOort Senior Vice President
Michael J. Bachich Senior Vice President and
Chief Information Officer
Raymond C. Marier Senior Vice President,
General Counsel and
Secretary
Joseph E. O'Brien, M.D. Senior Vice President, Lab Medicine
and Lab Director
James D. Utterback Senior Vice President,
Human Resources
Lydia J. Zinzi Senior Vice President
Strategic Marketing
James D. Chambers Senior Vice President, Treasurer
and Chief Financial Officer
