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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
FLUOR DANIEL GTI, INC.
(Name of Subject Company)
INTERNATIONAL TECHNOLOGY CORPORATION
TIGER ACQUISITION CORPORATION
(Bidder)
Common Stock, par value $.001 per share
(Title of Class of Securities)
34386C 10 6
(CUSIP Number of Class of Securities)
ANTHONY J. DELUCA
CHIEF EXECUTIVE OFFICER AND PRESIDENT
INTERNATIONAL TECHNOLOGY CORPORATION
2790 MOSSIDE BOULEVARD
MONROEVILLE, PENNSYLVANIA 15146-2792
(412) 372-7701
(Name, Address and Telephone Number of Person Authorizing to Receive Notices
and Communications on Behalf of Bidder)
COPIES TO:
PETER F. ZIEGLER GORDON H. HAYES, JR., ESQ.
GIBSON, DUNN & CRUTCHER LLP TESTA HURWITZ & THIBEAULT LLP
333 S. GRAND AVENUE HIGH STREET TOWER
LOS ANGELES, CALIFORNIA 90071 125 HIGH STREET
(213) 229-7000 BOSTON, MASSACHUSETTS 02110
(617) 248-7000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$69,397,069.50* $13,885**
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* For purposes of fee calculation only. The total transaction value is based
on 8,411,766 Shares, the number of shares for which the Offer (as defined
herein) is made, multiplied by the offer price of $8.25 per Share.
** The amount of the filing fee calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934 equals 1/50 of 1% of the
value of the Shares to be purchased.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: Not applicable Filing party: Not applicable
Form or registration no.: Not applicable Date filed: Not applicable
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SCHEDULE 14D-1
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CUSIP NO. 34386C 10 6
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO.S OF ABOVE PERSONS
INTERNATIONAL TECHNOLOGY CORPORATION: I.R.S. NO.: 33-0001212
TIGER ACQUISITION CORPORATION: I.R.S. NO.: 25-1820341
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
SC, BK AND AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
INTERNATIONAL TECHNOLOGY CORPORATION - INCORPORATED IN THE STATE OF
DELAWARE
TIGER ACQUISITION CORPORATION - INCORPORATED IN THE STATE OF DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
INTERNATIONAL TECHNOLOGY CORPORATION - INDIRECTLY 7,998,015
TIGER ACQUISITION CORPORATION - DIRECTLY 7,998,015
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[_]
N/A
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 95.1%
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10 TYPE OF REPORTING PERSON
INTERNATIONAL TECHNOLOGY CORPORATION - CO
TIGER ACQUISITION CORPORATION - CO
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This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1, dated November 3, 1998, as amended (the "Schedule 14D-1"), of
Tiger Acquisition Corporation, a Delaware corporation ("Purchaser"), and
International Technology Corporation, a Delaware corporation doing business as
The IT Group, Inc. ("Parent"), filed in connection with Purchaser's offer to
purchase all issued and outstanding shares (each a "Share") of Common Stock, par
value $.001 per Share, of Fluor Daniel GTI, Inc., a Delaware corporation (the
"Company"), as set forth in the Schedule 14D-1. All capitalized terms not
defined herein have the meanings given to them in the Offer to Purchase (the
"Offer to Purchase") filed as Exhibit (a)(1) to the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The response to Item 6 is hereby amended and supplemented as follows:
"At 12:00 midnight New York City time, on Wednesday, December 2, 1998, the
Offer expired. Based on preliminary information provided by the Depositary for
the Offer, Parent reported that as of the expiration of the Offer, 7,998,015
Shares were properly tendered and not withdrawn pursuant to the Offer. Purchaser
has accepted for payment, and has notified the Depositary to promptly pay for,
7,998,015 Shares at the purchase price of $8.25 per Share in cash. As a result
of the consummation of the Offer, Purchaser owns approximately 95.1% of the
Shares.
Pursuant to the Merger Agreement, Parent intends to complete the merger of
Purchaser with and into the Company, with the Company continuing as the
surviving corporation."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 11 is hereby amended and supplemented as follows:
(a)(9) Press release dated December 3, 1998 announcing the expiration of
the Offer, the acceptance for payment of the Shares and the plan to
consummate the merger
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SIGNATURE
After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this Amendment to the
Tender Offer Statement is true, complete and correct.
Dated: December 3, 1998
TIGER ACQUISITION CORPORATION
By /s/ James G. Kirk
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James G. Kirk
Vice President and Secretary
SIGNATURE
After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this Amendment to the
Tender Offer Statement is true, complete and correct.
Dated: December 3, 1998
INTERNATIONAL TECHNOLOGY
CORPORATION
By /s/ James G. Kirk
-----------------
James G. Kirk
Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(9) Press release, dated December 3, 1998.
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EXHIBIT (a)(9)
[Letterhead of The IT Group, Inc.]
NEWS RELEASE
Release Date: FOR IMMEDIATE RELEASE
Investor Contact: RICHARD R. CONTE (412) 372-7701
Media Contact: WILLIAM L. MULVEY (202) 682-1147
THE IT GROUP COMPLETES TENDER OFFER FOR FLUOR DANIEL GTI, INC.
ANNOUNCES PROMPT MERGER
PITTSBURGH, PENNSYLVANIA -- DECEMBER 3, 1998 -- The IT Group, Inc.
(NYSE: ITX) today announced the completion of its tender offer for all
of the issued and outstanding shares (the "Shares") of common stock of
Fluor Daniel GTI, Inc. (NASDAQ: FDGT). The tender offer expired at
12:00 Midnight, New York City time, on Wednesday, December 2, 1998.
Pursuant to the cash tender offer, Tiger Acquisition Corporation
("Tiger"), a wholly owned subsidiary of The IT Group, has accepted for
payment all of the tendered Shares (approximately 95% of the
outstanding shares of Fluor Daniel GTI were tendered) and has
instructed the depositary for the offer to pay promptly for such
Shares at the purchase price of $8.25 per Share in cash.
Pursuant to the related Agreement and Plan of Merger, dated October
27, 1998, The IT Group announced that it intends to complete today the
merger of Tiger with and into Fluor Daniel GTI, with Fluor Daniel GTI
continuing as the surviving corporation. As a result of the merger,
Fluor Daniel GTI will change its name to Groundwater Technology, Inc.
and will be a wholly owned subsidiary of The IT Group, Inc.
Anthony J. DeLuca, chief executive officer and president of The IT
Group, said, "Our integration planning is virtually complete and we
are confident that we will achieve our projected synergy target of $10
million as we rapidly implement our plans."
The IT Group is a leading diversified services company offering a
full range of consulting, facilities management, engineering &
construction and remedial services. The IT Group's common stock and
depositary shares are traded on the New York Stock Exchange under the
symbols ITX and ITXpr, respectively.
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Statements of the Company's or management's intentions, beliefs,
expectations or predictions for the future, denoted by words
"anticipate," "believe" and similar expressions (including confidence)
are forward-looking statements that reflect the current views of the
Company and its management about future events and are subject to
certain risks, uncertainties, and assumptions. The Company's actual
results could differ materially from those projected in such forward-
looking statements.
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