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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 9, 1997
INTERNATIONAL TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-09037 33-0001212
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification
Incorporation) No.)
23456 Hawthorne Boulevard
Torrance, California 90505
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 378-9933
None
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
As previously reported, on November 20, 1996, International Technology
Corporation (the "Company") issued 45,000 shares of Cumulative Convertible
Participating Preferred Stock, par value $100 per share (the "Convertible
Preferred Stock"), and sold warrants (the "Warrants") to purchase
1,250,000 shares of common stock, par value $.01 per share (the "Common
Stock"), for an aggregate purchase price of $45,000,000, to certain
investors affiliated with The Carlyle Group (collectively, "Carlyle"), a
Washington, D.C. based private merchant bank (the "Investment"). The
Convertible Preferred Stock is convertible into Common Stock and had an
initial conversion price of $8 per share. The Warrants had an exercise
price of $12 per share.
The Investment triggered the right of holders of the Company's outstanding
Depositary Shares (the "Depositary Shares"), each representing 1/100 of a
share of 7% Cumulative Convertible Exchangeable Preferred Stock, par value
$100 per share, to convert into a greater number of shares of Common Stock
than that to which they are otherwise entitled (the "Special Conversion
Right"). As previously reported, on November 25, 1996 the Company issued
a notice to all holders of Depositary Shares, notifying such holders of
the Special Conversion Right. The Special Conversion Right expired at the
close of business, Boston, Massachusetts time, on January 9, 1997.
Holders of 344,308 Depositary Shares elected to convert such shares into
shares of Common Stock. At the conversion rate of 1.9716 shares of Common
Stock issuable upon conversion of each Depositary Share, the Company has
issued 678,816 shares of Common Stock to those holders of Depositary
Shares who exercised the Special Conversion Right.
As a result of the exercise of the Special Conversion Right by such
holders of Depositary Shares, pursuant to the terms of the Certificate of
Designations of the Convertible Preferred Stock, the conversion price of
the Convertible Preferred Stock issued to Carlyle was adjusted to $7.59
and the exercise price of the Warrants was adjusted to $11.39 per share.
As a result of the conversion of the 344,308 Depositary Shares and the
equivalent reduction in the number of Depositary Shares outstanding, the
aggregate quarterly dividend payable on the Depositary Shares (at the rate
of $.4375 per Depositary Share, as provided in Certificate of Designations
for the Depositary Shares) will now be reduced to $899,365.25 per quarter
from $1,050,000 per quarter.
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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.
INTERNATIONAL TECHNOLOGY CORPORATION
Date: January 17, 1997 By:________________________________
Anthony J. DeLuca
President and Acting Chief
Executive Officer
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