SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
May 2, 1995
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Date of Report (Date of earliest event reported)
INTERNATIONAL TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-9037 33-0001212
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(State of other (Commission (IRS Employer
jurisdiction of File Number) ID Number)
incorporation)
23456 Hawthorne Boulevard
Torrance, California 90505
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(Address of principal offices)
(310) 378-9933
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(Registrant's telephone number, including area code)
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Item 1. Changes in Control of Registrant.
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Not applicable.
Item 2. Acquisition or Disposition of Assets.
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Not applicable.
Item 3. Bankruptcy or Receivership.
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Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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Not applicable.
Item 5. Other Events.
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On April 6, 1995 the Board of Directors of the Corporation approved the
amendment of its Rights Agreement, dated as of December 14, 1989, to change
the expiration date of the preferred stock purchase rights issued and
outstanding thereunder from December 14, 1999 to September 7, 1995.
On May 2, 1995, the Corporation executed the Amendment.
Attached hereto as exhibits are the form of the amendment and the
Corporation's press release dated April 12, 1995 pertaining to the same.
Item 6. Resignations of Registrant's Directors.
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Not applicable.
Item 7. Financial Statements and Exhibits.
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Exhibit
Item 8. Changes in Fiscal Year.
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Not applicable.
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SIGNATURE
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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 thereunto duly authorized.
INTERNATIONAL TECHNOLOGY CORPORATION
Dated: May 10, 1995 -----------------------------
Anthony J. DeLuca
Senior Vice President
Chief Financial Officer
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SIGNATURE
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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 thereunto duly authorized.
INTERNATIONAL TECHNOLOGY CORPORATION
Dated: May 10, 1995 /S/ ANTHONY J. DELUCA
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Anthony J. DeLuca
Senior Vice President
Chief Financial Officer
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EXHIBIT INDEX
Sequentially
No. Exhibit Numbered Page *
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1 Form of Amendment to Rights Agreement 5
2 Press Release dated April 12, 1995 6
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EXHIBIT INDEX
Exhibit Starts
No. Exhibit on Page
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1 Form of Amendment to Rights Agreement 5
2 Press Release dated April 12, 1995 6
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[Form of]
Amendment to Rights Agreement
This Amendment to Rights Agreement is made and entered into
as of the 6th day of April, 1995 by and between International Technology
Corporation, a Delaware corporation (the "Company") and The First National
Bank of Boston (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a
Rights Agreement dated as of the 14th day of December, 1989 (as amended, the
"Rights Agreement"); and
WHEREAS, the Independent Directors (as defined in the
Rights Agreement) have approved this Amendment to Rights Agreement in
accordance with Section 26 of the Rights Agreement;
NOW THEREFORE, for good and valuable consideration, receipt
of which is hereby acknowledged, the Company and the Rights Agent do hereby
agree that the Rights Agreement shall be amended as follows:
Section 1, paragraph (k) is hereby amended to read in its
entirety as follows:
"(k) "Expiration Date" shall mean September 7, 1995.
In all other respects, the Rights Agreement shall continue
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to Rights Agreement to be duly executed as of the day and year first
above written.
INTERNATIONAL TECHNOLOGY CORPORATION
/s/ JAMES M. REDWINE
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Assistant Secretary
THE FIRST NATIONAL BANK OF BOSTON
/s/ KAREN VANN
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Account Representative
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For Immediate Release Anthony J. DeLuca
Philip H. Ockelmann
(310) 378-9933
International Technology Corporation Elects New Chairman - Takes More
Aggressive Steps to Benefit Shareholders, Including Acceleration of Expiration
Date of Stockholder Rights Plan - Completes Investment Bankers Strategic And
Financial Review
(Torrance, California - April 12, 1995) -- Robert B. Sheh, president and chief
executive officer of International Technology Corporation (IT) announced today
the election of a new Chairman of the Board. He also outlined aggressive
pro-shareholder initiatives, insuring that management's in with the
interests of IT shareholders.
E. Martin Gibson, Formerly with Corning, Elected Chairman
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IT announced today the election of E. Martin Gibson, age 57, as Chairman of
the Board of Directors. Mr. Gibson, who became a member of the Board in
October 1994, will remain a non-executive director of the Company. His
appointment fills a vacancy created by the resignation of Dr. Ralph
Cunningham, who recently accepted the position of president and chief
executive officer of CITGO Petroleum Corporation. Dr. Cunningham will
continue as a director.
Mr. Gibson was Chairman of Corning Life Sciences, Inc., a subsidiary of
Corning Incorporated (Corning) until December 1994, and is currently a
consultant for Corning. In his 32 year career with Corning, Mr. Gibson has
served in numerous management positions, including senior vice president and
general manager of Corning Medical and Scientific Division, and group
president of Consumer Products and Laboratory Sciences. He also serves on the
Board of Directors of Hardinge Brothers, Inc., and NovaCare, Inc.
"In his brief term on our Board, all of us have benefited from Mr. Gibson's
management experience and leadership skills. Mr. Gibson's perspective and
insights gained from a career spent at one of America's most respected
companies will strengthen IT's ability to serve all our constituencies -
shareholders, customers and employees," said Robert B. Sheh.
"I believe in both the underlying apparent and not so apparent value of IT.
We will work together to realize more of that value for our customers and all
other stakeholders," Mr. Gibson stated in accepting the position.
Pro-shareholder Programs Adopted
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The Board of Directors also adopted a broad additional array of executive
stock ownership and other pro-shareholder programs:
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- Pursuant to Board guidelines senior management will be required, over
the next five years, to own stock of the Company valued at an amount
at least equal to one year's annual salary.
- Also, senior management's annual bonus will now be directly affected
by the Company's stock, with one portion of the bonus awarded based
on the stock price and another portion awarded in stock.
- 25% of the directors retainer fees will be received in stock.
"These programs will much more directly align the financial incentives and the
interests of management and the Board with those of our shareholders. It is
the Company's intention to purchase shares on the open market as required to
satisfy the requirements of these various programs to prevent dilution to our
shareholders," Mr. Sheh said.
Accelerates Expiration Date of Stockholders Rights Plan
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At its recent meeting, the Board of Directors approved as well the
acceleration of the expiration date of the stock purchase rights related to
the Company's Stockholders Rights Plan from December 14, 1999, to September 7,
1995, the date of its 1995 Annual Shareholders Meeting.
Investment Bankers Strategic and Financial Review Completed
As previously announced, the investment banking firm of Donaldson, Lufkin &
Jenrette (DLJ) was retained to advise the Company with respect to its
strategic and financial plans, with the object of enhancing shareholder value.
DLJ recently completed its review and reported their findings to our Board of
Directors.
Consequently, the Company plans to exploit its strong market positions in its
core business, and continue to improve operating fundamentals. External
growth opportunities, with a primary focus on diversification, will also be
considered. In addition, the Company plans to aggressively move forward to
refinance its $50 million of outstanding senior debt due July 1996.
Mr. Sheh said, "Our plan positions the Company to take full advantage of
rapidly changing industry conditions. The primary focus will be to enhance
IT's value to our shareholders. We look forward to DLJ's continued advice,
both in implementing our overall plan and in addressing our future capital
requirements."
International Technology Corporation, based in Torrance, California, is a
leading environmental management company providing services to government and
industry. The Company's common stock and depositary shares are traded on the
New York Stock Exchange under the symbols ITX and ITX pr, respectively.
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