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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) November 3, 1998
INTERNATIONAL TECHNOLOGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 1-9037 33-0001212
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO)
2790 Mosside Boulevard
Monroeville, Pennsylvania 15146-2792
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
Registrant's telephone number, including area code (412) 372-7701
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On October 28, 1998, International Technology Corporation ("ITC"), a
Delaware corporation doing business as The IT Group, Inc., announced that it had
entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated
October 27, 1998, among ITC, Tiger Acquisition Corporation (the "Purchaser"), a
Delaware corporation and newly formed wholly owned subsidiary of ITC, Fluor
Daniel GTI, Inc. (the "Company"), a Delaware corporation, and Fluor Daniel, Inc.
("FD"), a California corporation. The Merger Agreement provides for the
combination of ITC and the Company in a two-step transaction, the first step
consisting of a cash tender offer (the "Offer") by the Purchaser for all of the
issued and outstanding shares of common stock, par value $.001 per share (the
"Shares"), of the Company at a price of $8.25 per Share, net to each seller in
cash, followed by a cash-out merger of the Purchaser into the Company, with the
Company continuing as the surviving corporation. The Purchaser commenced the
Offer on November 3, 1998.
The Offer is conditioned upon, among other things, the expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act
of 1976, as amended, and there being validly tendered prior to the Expiration
Date and not withdrawn all of the Shares owned by FD and its affiliates,
representing approximately 52.3% of the Shares as of October 30, 1998, and at
least a majority of the remaining Shares.
The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on Wednesday, December 2, 1998, unless the Offer is extended.
A copy of each of ITC's press releases announcing the execution of the
Merger Agreement and the commencement of the Offer, dated October 28, 1998 and
November 3, 1998, respectively, are filed as exhibits to this Current Report on
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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Exhibit No. Description
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99.1 Press Release, dated October 28, 1998, announcing the
execution of the Merger Agreement.
99.2 Press Release, dated November 3, 1998, announcing the
commencement of the Offer.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
INTERNATIONAL TECHNOLOGY
CORPORATION
Date: November 5, 1998 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 Tab No.
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99.1 Press Release, dated October 28, 1998, announcing the execution 1
of the Merger Agreement.
99.2 Press Release, dated November 3, 1998, announcing the 2
commencement of the Offer.
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EXHIBIT 99.1
PR Newswire
Wednesday, October 28, 1998
The IT Group Announces Agreement to Acquire Fluor Daniel GTI
$10 Million of Synergies Generates Substantial Earnings and Free Cash Flow
Accretion Strategically Achieves Broad Private Sector Diversification
PITTSBURGH, Oct. 28 /PRNewswire/ -- Continuing its growth and diversification
strategy, The IT Group, Inc. (NYSE: ITX) (formerly International Technology
Corporation) (the "Company") announced today that it has entered into a
definitive agreement to acquire Fluor Daniel GTI, Inc. (Nasdaq: FDGT), a broad-
based environmental services firm. The acquisition is expected to add
approximately $165 million in revenue and operating cash flow of $15 million
after synergies. The transaction is also expected to add approximately $0.20 of
earnings per share and $0.30 of free cash flow per share in 1999. As a result of
the transaction, the Company's engineering and consulting business is expected
to increase in size to a $250 million business with the depth, scale, and
efficiencies required to increase competitiveness in the market. In addition,
The IT Group entered into a four year, worldwide marketing agreement with Fluor
Daniel to become their contractor of choice for environmental services.
According to the terms of the transaction, the purchase price is $69 million
($8.25 per share). The tender offer is expected to commence within the next
five business days. The purchase price will be financed with existing credit
capacity under the Company's bank facility. The transaction will be accounted
for under the purchase method of accounting and is expected to result in a
minimal amount of goodwill.
The acquisition substantially advances the strategic objectives of The IT
Group to balance and strengthen the commercial and government revenue mix of the
Company. Fluor Daniel GTI's long-term client list enhances the Company's
commitment to the commercial market while diversifying and expanding the
services Fluor Daniel GTI (FDGTI) can offer its clients. The acquisition will
also offer significant cross-selling opportunities for members of The IT Group.
Anthony J. DeLuca, chief executive officer and president of The IT Group,
said, "Fluor Daniel GTI has a very strong client relationship culture and an
excellent reputation for providing technology-driven environmental solutions to
its clients. They are well managed and have exceptional technical resources
that will be important additions to The IT Group. FDGTI will strengthen our
core businesses through economies of scale and geographic and client
diversification. They bring more than 400 new clients, many of which are
Fortune 100 companies. They are also a critical building block for our
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targeted industry sector program in the petroleum, chemical, aerospace, utility
and manufacturing sectors. The marketing agreement with Fluor Daniel will
further offer us project diversification on a worldwide basis. We welcome FDGTI
into The IT Group." Mr. DeLuca added, "We have been impressed with how FDGTI has
maintained its leadership and strong relationships with the retail petroleum
market while diversifying its business mix to provide consulting and engineering
services to a broad mix of industrial and commercial clients. Through our recent
experience of the merger with OHM, the Company has demonstrated its capability
to realize the $10 million of synergies in connection with this acquisition."
Walter Barber, president of FDGTI said, "We are delighted to become a member
of The IT Group. Their leadership and commitment in the environmental industry
will allow us to expand the traditional services we offer our clients with more
comprehensive consulting, construction and remediation capabilities. This
transaction will add value to our clients, and will offer new career
opportunities for our employees. FDGTI clients can look forward to a continued
high level of service, combined with a more diverse group of special resources."
Fluor Daniel GTI is a leading global environmental services company with
approximately 1,200 employees located in more than 50 offices throughout North
America, Europe and Australia.
The IT Group, Inc., with more than 4,600 employees in over 60 offices, 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.
Statements of the Company's or management's intentions, beliefs, expectations
or predications denoted by the words anticipate, believe, expect and similar
expressions 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 as a result
of a number of factors including competitive factors and pricing pressures,
bidding opportunities and success, project results, funding of backlog and
industry wide factors.
/CONTACT: Investor, Richard R. Conte, 202-682-1147, or Media, William L.
Mulvey, 202-682-1147, both of The IT Group, Inc./ 07:00 EST
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
Investor Contact: Richard R. Conte Media Contact : William L. Mulvey
(412) 372-7701 (202) 682-1147
THE IT GROUP, INC. COMMENCES TENDER OFFER FOR ALL OUTSTANDING SHARES OF FLUOR
DANIEL GTI, INC. COMMON STOCK
Pittsburgh, Pennsylvania -- November 3, 1998 -- A newly formed, wholly-owned
subsidiary of The IT Group, Inc. (NYSE: ITX), Tiger Acquisition Corporation,
today commenced its previously announced tender offer for the purchase of all of
the issued and outstanding shares of common stock, par value $.001 (the
"Shares"), of Fluor Daniel GTI, Inc. (NASDAQ: FDGT) ("FDGTI") at a price of
$8.25 per Share, net to each tendering stockholder in cash, without interest.
The offer is being made pursuant to the previously announced acquisition
agreement between Tiger Acquisition Corporation, The IT Group, FDGTI and Fluor
Daniel, Inc. in which The IT Group would acquire FDGTI in a two-step
transaction. The first step would consist of a cash tender offer for all of the
issued and outstanding Shares, and the second step would be a cash-out merger
with remaining outstanding Shares converted into the right to receive $ 8.25 per
Share.
The offer is conditioned upon, among other things, the expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act
of 1976 and there being validly tendered by the Expiration Date, and not
withdrawn, all of the Shares owned by Fluor Daniel, Inc., representing
approximately 52% of the Shares as of October 30, 1998, and at least a majority
of the remaining Shares. The offer and withdrawal rights of the stockholders
wishing to participate in the tender offer will expire at 12:00 midnight, New
York City time, on Wednesday, December 2, 1998 unless Tiger Acquisition
Corporation or The IT Group elects (subject to the terms of their agreement with
FDGTI) to extend the offer.
The Board of Directors of FDGTI, acting on the unanimous recommendation of a
Special Committee of independent directors, has unanimously determined that the
offer is fair to and in the best interests of the stockholders of FDGTI.
FDGTI's Board of Directors unanimously recommends that the FDGTI stockholders
accept the offer and tender all of their Shares.
The IT Group, Inc., with more than 4,600 employees in over 60 offices, is a
leading diversified services company offering a full range of consulting,
facilities management, engineering and construction, and remediation 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. The IT Group is in
the process of changing its name from International Technology Corporation.
Fluor Daniel GTI, Inc. is a leading global environmental services company with
approximately 1200 employees located in more than 50 offices throughout North
America, Europe and Australia. FDGTI's common stock is traded on the NASDAQ
exchange under the symbol FDGT.
MacKenzie Partners, Inc. is acting as information agent. Requests for assistance
or copies of the tender offer materials may be directed to MacKenzie Partners,
Inc. by telephoning 1-800-322-2885.
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