SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
___________________________________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
January 19, 1996
(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 ________.
<PAGE>
CUSIP No. 460465-10-7
(1) Name of Reporting Person
S. S. or I.R.S. Identification No. of Above Person
Corning Incorporated
I.R.S. Identification No.: 16-0393470
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
___ (a) ___________________________________________________
XX (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 (7) Sole Voting Power ________0__________
Shares _____________________________________
Beneficially (8) Shared Voting Power_______0__________
Owned by _____________________________________
Each (9) Sole Dispositive Power ___0__________
Reporting _____________________________________
Person (10) Shared Dispositive Power _0__________
With _____________________________________
____________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
____________________________0___________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) __________________________________
____________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) _________
___________________0%_______________________________________
(14) Type of Reporting Person (See Instructions) ____HC__________
<PAGE>
CUSIP No. 460465-10-7
(1) Name of Reporting Person
S. S. or I.R.S. Identification No. of Above Person
Corning Clinical Laboratories Inc.
I.R.S. Identification No.: 16-1387862
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
___ (a) ___________________________________________________
XX (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 (7) Sole Voting Power ________0__________
Shares _____________________________________
Beneficially (8) Shared Voting Power_______0__________
Owned by _____________________________________
Each (9) Sole Dispositive Power ___0__________
Reporting _____________________________________
Person (10) Shared Dispositive Power _0__________
With _____________________________________
____________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
____________________________0___________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) __________________________________
____________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) _________
___________________0%_______________________________________
(14) Type of Reporting Person (See Instructions) ____CO_________
<PAGE>
The undersigned hereby amend their Schedule 13D dated
February 22, 1995 (the "Statement") relating to the common stock,
par value $1.00 per share ("Shares"), of International Technology
Corporation (the "Company") as set forth below. Notwithstanding
such amendment, each prior text of the Statement speaks as of the
respective dates thereof.
1. Appendix I to the Statement is hereby amended and restated
as set forth in Appendix I hereto.
2. Item 4 of the Statement is hereby amended and restated in
its entirety to read as follows:
"Neither Corning Incorporated, a New York corporation
("Corning"), nor Corning Clinical Laboratories Inc., a
Delaware corporation ("CCL") and a wholly owned subsidiary
of Corning, has any plans or proposals which relate to, or
could result in, any of the matters referred to in
paragraphs (a) through (j) inclusive of Item 4 of Schedule
13D. Each of Corning and CCL reserves the right to review
or reconsider its position with respect to any such
matters."
3. Item 5 of the Statement is hereby amended and restated in
its entirety to read as follows:
(a)-(c) "On January 19, 1996 CCL transferred to IT
Corporation, a Californian corporation ("IT") and a wholly
owned subsidiary of the Company, 333,000 Shares and a
warrant to purchase 2,000,000 Shares in exchange for 360
shares of Common Stock of Quanterra Incorporated, a Delaware
corporation ("Quanterra"), (or approximately 6% of
Quanterra's outstanding common stock after giving effect to
the transactions described in this paragraph). In addition,
on January 19, 1996 Corning contributed $22.5 million to
Quanterra, IT contributed $2.5 million to Quanterra, and CCL
transferred to Corning all shares of Quanterra owned by CCL.
As a result of the foregoing transactions, as of January 19,
1996, neither CCL nor Corning beneficially owned any Shares,
Corning owned 81% of the outstanding capital stock of
Quanterra, IT owned 19% of the outstanding common stock of
Quanterra and Quanterra ceased to be a subsidiary of the
Company. Also on January 19, 1996 the Securities
Acquisition Agreement was terminated. To the best knowledge
of CCL and Corning, none of the persons listed on Schedule I
beneficially owns any Shares."
(d) "Not applicable."
(e) "Not applicable."
<PAGE>
4. Item 6 of the Statement is hereby amended to read as
follows:
"Not applicable."
5. Item 7 of the Statement is hereby amended by the addition of
the following:
"3. Letter agreement dated January 19, 1996 among CCL,
Corning, Quanterra, IT and the Company."
<PAGE>
SIGNATURE
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.
CORNING INCORPORATED
Date: January __, 1996 By /s/ M. Ann Gosnell
Name: M. Ann Gosnell
Title: Assistant Secretary
CORNING CLINICAL LABORATORIES
Date: January __, 1996 By /s/ Leo C. Farrenkopf, Jr.
Name: Leo C. Farrenkopf, Jr.
Title: Assistant General Counsel
and Assistant Secretary
<PAGE>
APPENDIX 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 serving as such on January 24,
1996. Unless otherwise specified, the business address of each
such person is Riverfront Plaza, Corning, New York 14831. The
occupation set forth opposite an individual's name, unless
otherwise indicated, refers to employment with Corning. Other
than H. Onno Ruding (who is a citizen of The Netherlands), 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 and 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 President and Chief Executive
President and Chief Executive Officer of Corning Clinical
Officer of Corning Clinical Laboratories, Inc.
Laboratories, Inc. One Malcolm Avenue
Teterboro, NJ 07608
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)
Sandra L. Helton Senior Vice President and
(Senior Vice President and Treasurer
Treasurer)
William C. Ughetta Senior Vice President and
(Senior Vice President General Counsel
and General Counsel)
Larry Aiello, Jr. Vice President and Controller
(Vice President and
Controller)
A. John Peck, Jr. Secretary
(Secretary)
Katherine A. Asbeck Assistant Controller and
(Assistant Controller and Chief Accounting Officer
Chief Accounting Officer)
Robert Barker Professor and Provost
(Director) Emeritus
Cornell University
295 Sudden Valley
Bellingham, WA 98226
Mary L. Bundy Retired Clinical Social Worker
(Director) 170 East 79th Street
New York, NY 10021-0436
Lawrence S. Eagleburger Baker, Donelson, Bearman &
(Director) Caldwell
801 Pennsylvania Avenue, NW
Suite 800
Washington, DC 20004
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
(Director) and Chief Executive Officer
CS First Boston Group, Inc.
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, DC 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,
Unicom Corporation
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 Professor
(Director) Harvard University
Littauer Center 218
Cambridge, MA 02138
Dr. H. Onno Ruding Vice Chairman
(Director) Citicorp
399 Park Avenue
New York, NY 10043
William D. Smithburg Chairman, President and Chief
(Director) Executive Officer
The Quaker Oats Company
321 N. Clark Street
Quaker Tower
Chicago, IL 60610
<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 24, 1996. Unless otherwise specified, the business
address of each director is Riverfront Plaza, Corning, New York,
14831. The business address of each officer is One Malcolm
Avenue, Teterboro, New Jersey, 07608. 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
Roger G. Ackerman Director
Van C. Campbell (Chairman) Director
David A. Duke Director
James R. Houghton Director
Kenneth W. Freeman (President & CEO) Director
Dennis L. Jilot Executive Vice President-
Operations
Kim D. Lamon, M.D., Ph.D. Executive Vice President
and Chief Medical
Officer
Alister W. Reynolds Executive Vice President-
Information Technology
S. Raymond Gambino, M.D. Executive Vice President and Chief
Medical Officer Emeritus
Douglas M. VanOort Executive Vice President, CFO
Michael J. Bachich Senior Vice President and
Chief Information Officer
Donald M. Hardison, Jr. Senior Vice President - Sales
Raymond C. Marier Senior Vice President,
General Counsel and Secretary
Joseph E. O'Brien, M.D. Senior Vice President, Lab Medicine
and Lab Director
Lydia J. Zinzi Senior Vice President,
Customer Satisfaction
James D. Chambers Senior Vice President - Billing
<PAGE>
January 19, 1996
International Technology Corporation
and
IT Corporation
23456 Hawthorne Boulevard
Torrance, CA 90505
Attention: Anthony J. DeLuca
Quanterra Incorporated
5251 DTC Parkway
Suite 415
Englewood, CO 80111
Attention: William McCowan
Dear Sir:
This letter will confirm certain agreements related to the
ownership of IT Corporation ("IT"), Corning Clinical Laboratories
Inc. (formerly known as MetPath Inc. ("MetPath")), and Corning
Incorporated ("Corning") in Quanterra Incorporated ("the
Company"). Immediately prior to the execution of this Agreement,
the Company had authorized 1,500 shares of Class A Common Stock,
of which 1278 shares were outstanding, with 1056 shares held of
record by MetPath, and 222 shares held by Corning, which
indirectly owns all of the outstanding capital stock of MetPath;
and 1,500 shares of Class B Common Stock, of which 1278 shares
were outstanding, all of which were held by IT.
1. Simultaneously with the execution of this Agreement,
each of IT and Corning has contributed to the Company $2.5
million in cash, representing the final amount due under Section
2 of the Equity Investors' Undertaking dated June 28, 1994, as
amended as of June 28, 1995 (the "Equity Investors'
Undertaking"), among MetPath, ITX , IT, the Company and Citicorp
USA Inc., as Agent for itself and on behalf of the Lenders and
the Issuing Banks under the Credit Agreement dated as of June 28,
1994 (the "Credit Agreement"), among the Company, the Lenders,
the Issuing Bank and Citicorp USA Inc., as amended as of June 28,
1995. In consideration therefor, the Company has issued to
Corning a stock certificate (no. 3) representing 222 shares of
Class A Common Stock and has issued to IT a stock certificate
(no. 3) representing 222 shares of Class B Common Stock.
2. Simultaneously with the execution of this Agreement, the
Company has amended its certificate of incorporation as set forth
in Exhibit A hereto and its bylaws as set forth in Exhibit B
hereto. By execution of this Agreement, IT, MetPath and Corning
hereby approve the amendment of the certificate of incorporation
and bylaws as set forth in Exhibits A and B, respectively. The
unanimous written consent of the Board of Directors and the
<PAGE>
shareholders approving the amendment of the certificate of
incorporation and bylaws of the Company as contemplated by this
paragraph 2 and the other transactions contemplated by this
Agreement is set forth in Exhibit C hereto. As a result of the
amendment of the certificate of incorporation contemplated by
this paragraph 2, the Company has authorized 9,000 shares of
Class A Common Stock and 3,000 shares of Class B Common Stock.
3. Simultaneously with the execution of this Agreement,
Corning has contributed to the Company $20 million in cash. In
consideration therefor, the Company has issued to Corning a stock
certificate (no. 4) representing 3,000 shares of Class A Common
Stock .
4. Simultaneously with the execution of this Agreement,
with the $25 million in cash proceeds received pursuant to this
Agreement, the Company has repaid $25 million in Term Notes under
the Credit Agreement and the Credit Agreement has been amended
and restated. As a result, the Company has repaid in full all
Term Notes issued under the Credit Agreement.
5. Simultaneously with the execution of this Agreement,
MetPath has delivered to IT (a) a certificate (NYU 4441)
representing 333,000 shares of Common Stock of ITX registered in
the name of MetPath, (b) a warrant (No. 1) registered in the name
of MetPath entitling the holder, subject to certain anti-dilution
adjustments, to purchase 2,000,000 shares of Common Stock of ITX
for $5 per share on or prior to June 27, 1999, and (c) a stock
power executed by MetPath transferring the certificate and
warrant referred to in this sentence to IT. MetPath represents
that it has good title to said certificate and warrant, free and
clear of all claims, liens, charges and encumbrances of any
nature whatsoever. In consideration therefor, IT has transferred
to MetPath 360 shares of Class B Common Stock of the Company. The
parties agree that the shares being sold by IT include the 138 of
the 222 shares of Class B Common Stock being purchased as of the
date hereof by IT (represented by certificate number 3) and the
222 shares of Class B Common Stock purchased by IT in October,
1995 from Corning (represented by certificate number 2). IT has
delivered to MetPath the two certificates referred to in the
preceding sentence together with a stock power executed by IT
transferring to MetPath 360 shares represented by such
certificates. IT represents that it has good title to said
certificates, free and clear of all claims, liens, charges and
encumbrances of any kind whatsoever.
6. Simultaneously with the execution of this Agreement,
MetPath has delivered to the Company the Company stock
certificates and stock powers referred to in paragraph 5,
together with a stock power executed by MetPath transferring the
360 shares of Class B Common Stock to Corning and a stock power
executed by Corning transferring the 360 shares of Class B Common
Stock to the Company. In consideration therefor, the Company has
delivered to Corning a stock certificate (no. 5) representing 360
<PAGE>
shares of Class A Common Stock of the Company registered in the
name of Corning. Simultaneously with the execution of this
Agreement, MetPath has delivered to the Company a stock
certificate (no. 1 ) representing 1,056 shares of Class A Common
Stock of the Company, together with a stock power executed by
MetPath transferring the certificate to Corning and the Company
has delivered to Corning a certificate (no. 6) for such 1,056
shares of Class A Common Stock registered in the name of Corning.
7. As a result of the stock issuances and transfers
provided in the preceding paragraph, as of the date hereof, after
giving effect to such stock issuances and transfers, Corning owns
4,860 shares of Class A Common Stock, or 81% of the outstanding
common stock of the Company, and ITX owns 1,140 shares of Class B
Common Stock, or 19% of the outstanding common stock of the
Company, in each case treating the Class A Common Stock and Class
B Common Stock as one class.
8. By execution of this Agreement, the parties agree that
the Securities Acquisition Agreement dated as of May 2, 1994
between IT and MetPath is hereby terminated.
9. Simultaneously with the execution of this Agreement,
Corning, ITX, IT and the Company have executed an amended and
restated Shareholders' Agreement as set forth in Exhibit D hereto
and Robert Sheh and James Mahoney have resigned as directors of
the Company.
10. Simultaneously with the execution of this Agreement,
Corning and the Company have executed a Tax Sharing Agreement as
set forth in Exhibit E hereto.
11. Except as expressly set forth in this Agreement,
nothing contained in this Agreement shall be deemed to amend the
Asset Transfer Agreement dated as of May 2, 1994 among MetPath,
ITX and IT, as amended as of June 25, 1994 (the "Asset Transfer
Agreement"), or the other documents delivered at the closing
thereunder, or to relieve any party thereto to any obligation set
forth in the Asset Transfer Agreement or such other documents,
including without limitation, Sections 12(b) and 12(c) of the
Asset Transfer Agreement.
12. Each of Corning and IT represents, to each other and
the Company, that it is acquiring the shares of Common Stock
being issued to it pursuant to this Agreement for investment
purposes only and not with a present view toward the sale or
distribution of such shares. The Company represents to Corning
and IT that, except as contemplated by this Agreement, (a) no
shares of capital stock of the Company have been issued and there
are not outstanding options, contracts, calls, commitments or
demands of any character relating to any shares of capital stock
of the Company and (b) the shares of Common Stock of the Company
issued pursuant to this Agreement are validly issued, fully paid
and nonassessable.
<PAGE>
13. Section 18 of the Asset Transfer Agreement is
incorporated herein by reference.
14. The parties agree that for tax and accounting purposes
the transactions provided for by this letter agreement shall be
deemed to have occurred at 12:01 A.M. on January 1, 1996.
Please indicate your agreement with the above by executing a
copy of this letter agreement where indicated below.
Very truly yours,
CORNING INCORPORATED
By___________________________
James Flaws
Assistant Treasurer
Agreed:
INTERNATIONAL TECHNOLOGY CORPORATION
By__________________________
Anthony DeLuca
Senior Vice President
IT CORPORATION
By__________________________
Anthony DeLuca
Senior Vice President
CORNING CLINICAL LABORATORIES INC.
By__________________________
James Flaws
Treasurer
QUANTERRA INCORPORATED
By__________________________
William McCowan
Vice President
