<PAGE> 1
================================================================================
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): January 15, 2001
VERITAS DGC INC.
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-7427 76-0343152
(State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
</TABLE>
10300 TOWN PARK DRIVE
HOUSTON, TEXAS 77072
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (832) 351-8300
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS.
On January 15, 2001, Veritas DGC Inc., a Delaware corporation ("Veritas"),
entered into an Agreement and Plan of Merger with Reservoir Characterization
Research and Consulting, Inc., a Colorado corporation ("RC(2)"). Under the terms
of the agreement, Veritas will acquire RC(2) in exchange for approximately
1,137,500 shares of Veritas common stock. Closing, which is subject to certain
conditions, is expected to occur in early February 2001. A copy of the press
release announcing the agreement is filed as Exhibit 99 hereto, and is hereby
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99 - Press release of Veritas dated January 16, 2001, announcing the
Agreement and Plan of Merger with RC(2).
Page 2
<PAGE> 3
SIGNATURES
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.
VERITAS DGC INC.
Dated: January 18, 2001 /s/ Anthony Tripodo
--------------------------
Anthony Tripodo
Executive Vice President,
Chief Financial Officer
and Treasurer
Page 3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
99 Press release of the Company dated January 16, 2001, announcing
the Agreement and Plan of Merger with RC(2).
</TABLE>