<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
International Technology Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
PRELIMINARY CONSENT STATEMENT
LOGO
IT CORP
INTERNATIONAL TECHNOLOGY CORPORATION
2790 MOSSIDE BOULEVARD
MONROEVILLE, PENNSYLVANIA 15146-2792
CONSENT STATEMENT
In the enclosed Consent Statement, International Technology Corporation (the
"Company") is requesting its Stockholders to consent, in lieu of voting at a
special meeting of Stockholders, to the amendment of its Certificate of
Incorporation to change its name to "THE IT GROUP, INC.".
The Company requests that you review the enclosed Consent Statement, sign
and date the enclosed Consent of Stockholders to Action Without a Meeting, and
return it without delay in the enclosed postage-paid envelope. It is important
that you sign the Consent exactly as your shares of Common Stock are
registered.
Holders of record of the Company's Common Stock and the Company's
Convertible Preferred Stock at the close of business on October 22, 1998 are
entitled to notice of and to consent with respect to the proposed action.
By Order of the Board of Directors,
/s/ JAMES G. KIRK
James G. Kirk
Secretary
October 23, 1998
Monroeville, Pennsylvania LOGO
RECYCLED
<PAGE>
PRELIMINARY CONSENT STATEMENT
INTERNATIONAL TECHNOLOGY CORPORATION
2790 MOSSIDE BOULEVARD
MONROEVILLE, PENNSYLVANIA 15146-2792
---------------------
CONSENT STATEMENT
OCTOBER 23, 1998
This Consent Statement is furnished in connection with the solicitation of
written consents by the Board of Directors of International Technology
Corporation, a Delaware corporation (the "Company"), for authorization to
amend the Company's Certificate of Incorporation to change the Company's name
to "THE IT GROUP, INC." It is anticipated that this Consent Statement will
first be mailed to the holders of the Company's Common Stock and its
Convertible Preferred Stock (as defined below) on or about October 23, 1998.
CHARTER AMENDMENT AND THE REASONS FOR IT
REASONS FOR THE NAME CHANGE AND CHARTER AMENDMENT
Stockholders are requested to consent to the proposed amendment to the
Company's Certificate of Incorporation (the "Charter Amendment") to change the
Company's name in order to reflect the current and future strategic direction
of the Company more positively. The Company believes that the "IT" name, which
is used by the Company's principal operating subsidiary, has more widespread
recognition with Company clients and within the environmental services
industry than the Company's current name. The Company believes that the new
name maintains the Company's heritage while more closely reflecting the
current and future strategic direction of the Company.
As the Company's name is required to be stated in its Certificate of
Incorporation (the "Certificate"), consent of stockholders is required to
amend the Certificate and change the Company's name.
PROPOSED CHARTER AMENDMENT
An amendment to Article First of the Company's Certificate of Incorporation
to effect the change of the Company's name to "THE IT GROUP, INC.",
substantially in the form contained in Appendix I to this Consent Statement,
will be filed with the Office of the Secretary of State of the State of
Delaware as soon as practicable after the Company receives consents
representing the required number of shares from holders of the Common Stock
and Convertible Preferred Stock.
VOTING SECURITIES OF THE COMPANY
THE COMPANY'S CAPITAL STOCK AND VOTING RIGHTS
The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock, par value $0.01 per share (the "Common Stock"), of which
22,628,433 shares were issued and outstanding as of October 22, 1998, and
180,000 shares of preferred stock, par value $100 per share, of which 20,556
shares of 7% Cumulative Convertible Exchangeable Preferred Stock (the "7%
Preferred Stock") and 45,819 shares of 6% Cumulative Convertible Preferred
Stock (the "Convertible Preferred Stock") were issued and outstanding as of
October 22, 1998.
In November 1996, the Company issued to purchasers affiliated with The
Carlyle Group, a private, Washington, D.C.-based merchant bank ("The Carlyle
Group"), 45,000 shares of newly issued Convertible Preferred Stock and
warrants to purchase an additional 1,250,000 shares of Common Stock (the
"Warrants") (at the current exercise price of $11.39 per share). After the
merger with OHM Corporation (the "Merger") was
<PAGE>
consummated on June 11, 1998 pursuant to which 12,911,000 shares of Common
Stock were issued, The Carlyle Group holds approximately 21% of the voting
power of the Company (24% assuming exercise of the Warrants).
Common Stock
Holders of shares of Common Stock are entitled to one vote for each share
held of record on the record date on all matters submitted to a vote of the
stockholders, except in connection with the election of directors, in which
case holders of shares of Common Stock have cumulative voting rights.
Preferred Stock
Convertible Preferred Stock. Holders of shares of Convertible Preferred
Stock generally have the right to vote (on an as-converted basis) as a single
class with the holders of shares of Common Stock and other classes or series
of stock entitled to vote as a single class with the Common Stock, on all
matters submitted to a vote of stockholders except (a) matters for which class
voting is required by law or under the Certificate and (b) during the five-
year period ending on November 20, 2001, with respect to the election of the
directors required to be elected by holders of the Common Stock. In any vote
with respect to which holders of shares of Convertible Preferred Stock have
the right to vote as a single class with the holders of shares of Common
Stock, each share of Convertible Preferred Stock is entitled to cast the
number of votes equal to the number of votes which could be cast in that vote
by a holder of the number of shares of Common Stock into which that share of
Convertible Preferred Stock is convertible on the date of that vote. Shares of
Convertible Preferred Stock may at any time, at the option of the holders of
those shares, be converted into shares of Common Stock. Each share of the
Convertible Preferred Stock is currently convertible into shares of Common
Stock at the rate of 131.75 per share of Convertible Preferred Stock, subject
to adjustment under certain circumstances.
In addition, while the Convertible Preferred Stock is outstanding, the
Company will not, among other things, without the affirmative vote or consent
of the holders of at least a majority of the issued and outstanding
Convertible Preferred Stock, amend, alter, waive the application of, or repeal
any provision of the Company's Certificate of Incorporation, or enter into any
agreement or take any corporate action which would in any manner alter, change
or otherwise adversely affect the powers, rights or preferences of the
Convertible Preferred Stock.
7% Preferred Stock. Holders of shares of the 7% Preferred Stock are not
entitled to vote on matters submitted to stockholders, except that holders are
entitled to vote as a separate class to elect two directors if the equivalent
of six or more quarterly dividends (whether consecutive or not) on the 7%
Preferred Stock is in arrears. Accordingly, no consents are required or will
be solicited from holders of the 7% Preferred Stock.
3
<PAGE>
BENEFICIAL OWNERSHIP OF SHARES
Certain Stockholders of the Company. The following table sets forth
information as of [September 8, 1998] with respect to beneficial ownership of
(a) Common Stock, (b) Depositary Shares, each representing 1/100 of a share of
7% Preferred Stock (the "Depositary Shares"), (c) Convertible Preferred Stock
and (d) the Warrants, by (w) each person known by the Company to be the
beneficial owner of 5% or more of the outstanding Common Stock (based solely
on information contained in Schedules 13D, -G, or -F filed by such persons and
delivered to the Company), Depositary Shares, Convertible Preferred Stock or
Warrants, (x) each director of the Company, (y) the executive officers of the
Company and (z) all directors and persons serving as executive officers of the
Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND AMOUNT AND AMOUNT AND PERCENT OF
NATURE OF PERCENT OF NATURE OF PERCENT OF NATURE OF CONVERTIBLE
BENEFICIAL COMMON BENEFICIAL DEPOSITARY BENEFICIAL PREFERRED
OWNERSHIP OF STOCK OWNERSHIP OF SHARES OWNERSHIP OF STOCK
COMMON BENEFICIALLY DEPOSITARY BENEFICIALLY CONVERTIBLE BENEFICIALLY
NAME STOCK (1)(2) OWNED (2) SHARES OWNED PREFERRED STOCK OWNED
- ------------------------ ------------ ------------ ------------ ------------ --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
TCG Holdings, L.L.C..... 6,524,308(3) 22.38% 40,782 89.53%
Carlyle Investment
Management, L.L.C...... 762,342(4) 3.26% 4,762 10.47%
Brahman Capital Corp. et
al..................... 2,692,592(5) 11.9%
Libra Fund, L.P. (6).... 1,497,576 6.6%
Baron Capital Group,
Inc. (7)............... 1,200,000 5.3%
Daniel A. D'Aniello (8). 0 --
Philip B. Dolan (8)..... 0 --
E. Martin Gibson........ 12,226 * 5,000 *
James C. McGill (9)..... 26,963 * 1,000 *
Robert F. Pugliese...... 2,966 *
James D. Watkins........ 2,966 *
Anthony J. DeLuca....... 90,089 *
James G. Kirk........... 2,267 *
James R. Mahoney........ 67,471 *
Richard W. Pogue........ 69,841(10) *
Raymond J. Pompe........ 55,298 *
Charles W. Schmidt...... 15,940 *
Philip O. Strawbridge... 169,169 *
All directors and
executive officers as a
group (13 persons)
(11)................... 489,969 2.16%
</TABLE>
- ---------------------
* Less than 1%
(1) The number of shares of Common Stock beneficially owned includes shares of
Common Stock in which the persons set forth in the table have either
investment or voting power. Unless otherwise indicated, all of such
interests are owned directly, and the indicated person or entity has sole
voting and investment power, subject to community property laws where
applicable. The number of shares beneficially owned also includes shares
that the following individuals have the right to acquire within 60 days of
[September 8, 1998] upon exercise of stock options (and conversion of
Depositary Shares in the case of Messrs. Gibson and McGill) in the
following amounts: (i) 6,875 shares upon exercise of options and 5,351
shares upon conversion of the Depositary Shares as to Mr. Gibson, (ii)
4,375 shares upon exercise of options and 1,070 shares upon conversion of
the Depositary Shares as to Mr. McGill, (iii) 55,760 shares as to Mr.
Pogue, (iv) 13,940 shares as to Mr. Schmidt, (v) 34,334 shares as to Mr.
DeLuca, (vi) 28,834 shares as to Mr. Mahoney, (vii) 17,355 shares as to
Mr. Pompe, (viii) 2,267 shares as to Mr. Kirk, and (ix) 136,566 shares as
to Mr. Strawbridge.
4
<PAGE>
(2) For the purposes of determining the number of shares of Common Stock
beneficially owned, as well as the percentage of outstanding Common Stock
held, by each person or group set forth in the table, the number of such
shares is divided by the sum of the number of outstanding shares of Common
Stock on [September 8, 1998] plus (i) the number of shares of Common Stock
subject to options exercisable currently or within 60 days of September 8,
1998 by such person or group, (ii) shares of Common Stock into which
persons who hold Depositary Shares or Convertible Preferred Stock may
convert such security (or otherwise obtain Common Stock), and/or receive
Common Stock upon exercise of Warrants, in accordance with Rule 13d-
3(d)(1) under the Securities Exchange Act of 1934, as amended ("Rule 13d-
3(d)(1)"). Depositary Shares may be converted at any time into Common
Stock at the ratio of 1.0702 shares of Common Stock for each Depositary
Share. The Convertible Preferred Stock may be converted at any time into
Common Stock at the ratio of 131.75 shares of Common Stock for each share
of Convertible Preferred Stock (reflecting a conversion price of $7.59 per
share of Convertible Preferred Stock).
(3) Represents shares of Common Stock issuable upon conversion of all shares
of Convertible Preferred Stock and exercise of all Carlyle Warrants held
by certain limited partnerships controlled by TCG Holdings, L.L.C., a
Delaware limited liability company ("TCG Holdings"), as set forth in more
detail in the following sentence. The cumulative TCG Holdings ownership
figure represents (i) 1,815,140 shares beneficially owned by Carlyle
Partners II, L.P., a Delaware limited partnership ("CPII"), (ii) 82,541
shares beneficially owned by Carlyle Partners III, L.P., a Delaware
limited partnership ("CPIII"), (iii) 1,523,687 shares beneficially owned
by Carlyle International Partners II, L.P., a Cayman Islands limited
partnership ("CIPII"), (iv) 81,831 shares beneficially owned by Carlyle
International Partners III, L.P., a Cayman Islands limited partnership
("CIPIII"), (v) 343,025 shares beneficially owned by C/S International
Partners, a Cayman Islands partnership ("C/SIP"), (vi) 1,907 shares
beneficially owned by Carlyle Investment Group, L.P., a Delaware limited
partnership ("CIG"), (vii) 2,396,962 shares beneficially owned by Carlyle-
IT International Partners, L.P., a Cayman Islands limited partnership
("CITIP"), (viii) 80,554 shares beneficially owned by Carlyle-IT
International Partners II, L.P., a Cayman Islands limited partnership
("CITIPII"), and (ix) 198,661 shares beneficially owned by Carlyle-IT
Partners, L.P., a Delaware limited partnership ("CITP"). TC Group, L.L.C.,
a Delaware limited liability company ("TC Group"), may be deemed to be the
beneficial owner of 6,524,308 shares of ITC Common Stock as the general
partner of CPII, CPIII, CIG, and CITP, and as the managing general partner
of CIPII, CIPIII, C/SIP, CITIP and CITIPII. TCG Holdings, as a member
holding a controlling interest in TC Group, may be deemed to share all
rights herein described belonging to TC Group. Furthermore, because
certain managing members of TCG Holdings are also managing members of
Carlyle Investment Management, L.L.C., a Delaware limited liability
company ("CIM"), TCG Holdings may be deemed the beneficial owner of the
shares of Common Stock controlled by CIM (see footnote 4 below). The
principal business address of TC Group and TCG Holdings is c/o The Carlyle
Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington DC
20004. The principal business address of CPII, CPIII, CIG, CITP and CIM is
Delaware Trust Building, 900 Market Street, Suite 200, Wilmington,
Delaware 19801. The principal business address of CIPII, CIPIII, C/SIP,
CITIP and CITIPII is Coutts & Co., P.O. Box 707, Cayman Islands, British
West Indies.
(4) Represents shares of Common Stock issuable upon conversion of all shares
of Convertible Preferred Stock and exercise of all Carlyle Warrants held
by the State Board of Administration of the State of Florida over which
CIM holds sole voting and disposition power. Because certain managing
members of TCG Holdings are also managing members of CIM, CIM may be
deemed to be the beneficial owner of the shares of Common Stock controlled
by TCG Holdings (see footnote 3 above).
(5) Such information is derived solely from a Schedule 13G filed by the
"Brahman Stockholders", which is comprised of the entities listed in the
following sentence (filing as joint filers), with the SEC dated August 20,
1998. The Brahman Stockholders' cumulative ownership represents (i)
415,142 shares with respect to which Brahman Partners II, L.P. has shared
power to vote or direct the vote and shared power to dispose or direct the
disposition, (ii) 937,541 shares with respect to which Brahman
Institutional Partners, L.P. has shared power to vote or direct the vote
and shared power to dispose or direct the disposition, (iii) 1,078,419
shares with respect to which BY Partners, L.P. has shared power to vote or
direct the vote and shared power to dispose or direct the disposition,
(iv) 2,431,102 shares with respect to which Brahman Management, L.L.C. has
shared power to vote or direct the vote and shared power to dispose or
direct the disposition, (v) 1,339,909 shares with respect to which Brahman
Capital Corp. has shared power to vote or direct the vote and shared power
to dispose or direct the disposition (which position includes shares owned
by Brahman Partners II Offshore, Ltd), and (vi) 2, 692,592 shares with
respect to which each of Peter A. Hochfelder, Robert J. Sobel, and
Mitchell A. Kuflik have shared power to vote or direct the vote and shared
power to dispose or direct the disposition. The Brahman Stockholders
further report in such Schedule 13G that (i) none of the above named
entities individually has the sole power to vote or direct the vote or to
dispose or direct the disposition of the shares it beneficially owns, (ii)
but that Brahman Management, as the sole general partner of Brahman
Partners II, L.P., BY Partners, L.P. and Brahman Institutional Partners,
L.P., has the power to vote and dispose of the shares owned by each of
Brahman Partners II, L.P.,
5
<PAGE>
BY Partners, L.P. and Brahman Institutional Partners, L.P., and (iii)
further that Brahman Capital Corp., pursuant to investment advisory
contracts and arrangements, has the power to vote and dispose of the shares
owned by BY Partners, L.P. and Brahman Partners II Offshore, Ltd., a Cayman
Islands exempted company. The address of Brahman Capital Corp and the
affiliated reporting persons is 277 Park Avenue, 26th Floor, New York, New
York 10172 except in the case of Brahman Partners II Offshore, Ltd., the
address of which is c/o Citco, N.V. Kaya Flamboyan 9, Willemstad, Curacao,
Netherlands Antilles.
(6) Such information is derived solely from a Schedule 13G filed by the "Libra
Stockholders", which is comprised of the entities listed in the following
sentence (filing as joint filers), with the SEC dated July 2, 1998. The
Libra Stockholders' cumulative ownership represents (I) 1,387,531 shares
owned by Libra Fund, L.P. ("Libra") and (ii) 110,045 shares of Common
Stock owned by an affiliated off-shore fund (the "Fund"). The Libra
Stockholders' report in such Schedule 13G that Libra Advisors, LLC
("Advisors"), an Investment Advisor to the Fund, has the power to vote and
to direct the voting of and the power to dispose and direct the
disposition of the 110,045 shares of Common Stock owned by the Fund. As
the General Partner of Libra, Advisors has the power to vote and to direct
the voting of and the power to dispose and direct the disposition of the
1,387,531 shares of Common Stock owned by Libra. Accordingly, Advisors may
be deemed to be the beneficial owner of 1,497,576 shares of Common Stock,
or 6.6% of the outstanding shares of Common Stock. In addition, as the
sole voting member and Manager of Advisors, Ranjan Tandon may be deemed to
have the power to vote and to direct the voting of and the power to
dispose and direct the disposition of the 1,497,576 shares of Common Stock
owned by Advisors or 6.6% of the outstanding shares of Common Stock. The
address of Libra Fund, L.P. and affiliated reporting persons is 277 Park
Avenue, 26th Floor, New York, New York 10172.
(7) Such information is derived solely from a Schedule 13G filed by the "Baron
Shareholders", which is composed of the entities listed in the following
sentence (filing as joint filers), with the SEC dated June 4, 1998. The
Baron Stockholders is comprised of Baron Capital Group, Inc. ("BCG"),
Bamco, Inc. ("BAMCO"), Baron Small Cap Fund ("BSC"), Baron Asset Fund
("BAF"), and Ronald Baron. The Baron Stockholders report in such Schedule
13G that (I) BCG, BAMCO, BSC and Ronald Baron have the shared power to
vote or direct the vote of 1,200,000 shares of Common Stock; (ii) BCG,
BAMCO, BAF and Ronald Baron have shared power to dispose of or direct the
disposition of 1,200,000 shares of Common Stock, but that none of BCG,
BAMCO, BSC, or Ronald Baron have the sole power to vote or direct the vote
of or the sole power to dispose or to direct the disposition of, any
Common Stock. BAMCO is a subsidiary of BCG. BSC is an investment advisory
client of BAMCO. Ronald Baron owns a controlling interest in BCG. BCG and
Ronald Baron disclaim beneficial ownership of shares held by their
controlled entities (or the investment advisory client thereof) to the
extent such shares are held by persons other than BCG and Ronald Baron.
BAMCO disclaims beneficial ownership of shares held by its investment
advisory clients to the extent such shares are held by persons other than
BAMCO and its affiliates. The address of Baron Capital Group, Inc. and the
affiliated reporting persons is 767 Fifth Avenue, 24th Floor, New York,
New York 10153.
(8) Mr. D'Aniello is a Managing Member of TCG Holdings. Mr. D'Aniello's
interest in TCG Holdings is not controlling and thus Mr. D'Aniello
expressly disclaims any beneficial ownership in the shares of ITC Common
Stock beneficially owned by TCG Holdings. Mr. Dolan is an employee of The
Carlyle Group and holds no economic interest in either TC Group or TCG
Holdings, and as such expressly disclaims any beneficial ownership in the
shares of ITC Common Stock beneficially owned by any of such entities.
(9) Includes 1,000 shares of Common Stock and 1,000 Depositary Shares
(convertible into 1,070 shares of Common Stock) owned by Mr. McGill's
wife, as to which Mr. McGill has no voting or dispositive power, and 1,250
shares owned by McGill Resources, Inc., a company owned by Mr. McGill. Mr.
McGill disclaims beneficial ownership of all such shares. Also includes
4,375 shares that may be purchased upon the exercise of options that are
currently exercisable or that will become exercisable within 60 days of
[September 8, 1998.]
(10) Includes 1,081 shares of Common Stock owned by a revocable trust for Mr.
Pogue's wife with respect to which Mr. Pogue is a trustee. Mr. Pogue
disclaims beneficial ownership of all such shares.
(11) Includes 300,306 shares of Common Stock that may be purchased upon the
exercise of options that are currently exercisable or that will become
exercisable within 60 days of [September 8, 1998] and 6,000 Depositary
Shares (convertible into 6,421 shares of Common Stock).
RECORD DATE AND ELIGIBILITY
The close of business on October 22, 1998 was fixed as the record date for
determination of holders ("Stockholders") of the Common Stock and the
Convertible Preferred Stock entitled to notice of and to consent
6
<PAGE>
to the Charter Amendment. On that date, there were outstanding and entitled to
vote [22,628,433] shares of Common Stock, and [45,819] shares of Convertible
Preferred Stock convertible into [6,036,653] shares of Common Stock, for a
total of [28,665,086] shares of Common Stock entitled to consent on an as-
converted basis.
REQUIRED VOTE, RESULTS AND PROCEDURES
Pursuant to Section 222(b)(1) of the Delaware General Corporation Law
("DGCL"), the affirmative vote of a majority of the outstanding stock entitled
to vote on the Charter Amendment is required for its approval and the Board of
Directors authorized and directed officers of the Company to solicit written
consents representing sufficient shares of the Common Stock and the
Convertible Preferred Stock for approval of the Charter Amendment. (The Board
of Directors also reserved the right to abandon the Charter Amendment at any
time, notwithstanding approval of the Stockholders, pursuant to DGCL Section
242(c).) Pursuant to Section 228(b) of the DGCL, all consents are required to
be delivered within 60 days of the earliest dated consent. If the Company
receives consents from holders of a majority of the shares of Common Stock
entitled to consent on an as-converted basis, the Company will continue the
consent solicitation until November 16, 1998 only; if a sufficient number of
consents is not received by that date, the Company may extend that deadline
until such time (up to a maximum of 60 days in total) as a sufficient number
of consents has been received.
A consent executed by a Stockholder may be revoked in writing at any time
prior to November 16, 1998, or if later, the time that consents sufficient to
approve the Charter Amendment have been received by the Company.
Broker-non-votes, abstentions and the failure to return a signed consent
will have the same effect as withholding consent to the Charter Amendment.
The Company will provide to any stockholder, without charge, a copy of its
Annual Report on Form 10-K (as amended) for the fiscal year ended March 27,
1998, upon the request of any such stockholder. Requests should be directed to
the Company, Attention: Investor Relations, 2790 Mosside Boulevard,
Monroeville, Pennsylvania 15146-2792, 412-372-7701.
By Order of the Board of Directors,
/s/ JAMES G. KIRK
James G. Kirk
Secretary
October 23, 1998
Monroeville, Pennsylvania
7
<PAGE>
APPENDIX I
FORM OF AMENDMENT TO INTERNATIONAL TECHNOLOGY CORPORATION'S
CERTIFICATE OF INCORPORATION
Article FIRST of the Certificate of Incorporation of International
Technology Corporation shall be amended to provide in its entirety as follows:
FIRST: The name of the corporation is:
the IT Group, Inc.
8
<PAGE>
INTERNATIONAL TECHNOLOGY CORPORATION
CONSENT OF STOCKHOLDERS TO ACTION WITHOUT A MEETING
THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
C The undersigned, a stockholder of International Technology
O Corporation (the "Company") hereby consents, without prior
N notice and without a vote or meeting of Stockholders, with
S respect to all those shares of Common Stock, $0.01 par value,
E of International Technology Corporation (the "Company") which
N the undersigned holds, to the amendment of ARTICLE FIRST of the
T Company's Certificate of Incorporation to change the Company's
name to "THE IT GROUP, INC.", as more fully described in the
Company's Consent Statement dated October 23, 1998 (receipt of
which is hereby acknowledged).
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
---------------
| SEE REVERSE |
| SIDE |
---------------
<PAGE>
[X] Please mark consent as in this example.
THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INTERNATIONAL
TECHNOLOGY CORPORATION
1. CHANGE OF NAME / AMENDMENT OF
CERTIFICATE OF INCORPORATION TO CHANGE THE
COMPANY'S NAME TO "THE IT GROUP, INC."
CONSENT
CONSENT WITHHELD
[_] [_]
MARK HERE FOR
ADDRESS CHANGE
AND NOTE AT LEFT [_]
Please date and sign exactly as your name or names appear
hereon. If more than one owner, all should sign. Executors,
administrators, trustees, guardians, attorneys and corporate
officers should indicate their fiduciary capacity or full title
when signing.
Signature: Date:
-------------- --------------
Signature: Date:
-------------- --------------
A consent executed by a stockholder may be revoked in writing at
any time prior to November 16, 1998 or, if later, the time that
consents sufficient to approve the proposed amendment to the
Certificate of Incorporation have been received by the Company.
