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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) December 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 3, 1998, International Technology Corporation, a Delaware
corporation doing business as The IT Group, Inc. ("ITC"), announced the merger
(the "Merger") of Tiger Acquisition Corporation ("Tiger"), a Delaware
corporation and a wholly owned subsidiary of ITC, with and into Flour Daniel
GTI, Inc. ("GTI"), pursuant to the previously announced Agreement and Plan of
Merger, dated as of October 27, 1998, among GTI, ITC, Tiger and Fluor Daniel,
Inc. (the "Merger Agreement"). GTI was the surviving corporation after the
Merger and is now a wholly owned subsidiary of ITC. The surviving corporation
has changed its name to Groundwater Technology, Inc.
As contemplated by the Merger Agreement, the Merger was the second step in
a two-step transaction. The first step, which was consummated on December 3,
1998, involved an offer by Tiger (the "Offer") to purchase all of the issued and
outstanding shares (the "Shares") of common stock, par value $.001 per share, of
GTI, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated as of November 3, 1998, and the related Letter of Transmittal
(which, together with the Offer to Purchase, constitute the "Offer"), at a price
of $8.25 per Share, net to each seller in cash, without interest (such amount
being hereinafter referred to as the "Offer Price").
The Offer expired at 12:00 Midnight, New York City time, on Wednesday,
December 2, 1998. Based on preliminary information provided by the depositary
for the Offer, ITC reported that, as of the expiration of the Offer, 7,998,015
Shares (including 1,489 guaranteed deliveries) were properly tendered and not
withdrawn pursuant to the Offer. On December 3, 1998, Tiger accepted for
payment, and notified the depositary to promptly pay for, all of the tendered
Shares at the Offer Price. Upon the consummation of the Offer, Tiger owned
approximately 95% of the Shares.
On December 3, 1998, the effective time of the Merger (the "Effective
Time"), each issued and outstanding Share not tendered in the Offer (other than
Shares held by ITC, Tiger or any other direct or indirect subsidiary of ITC or
Shares that were owned by GTI or any direct or indirect subsidiary of GTI, which
were canceled and retired without any payment with respect thereto, or Shares
with respect to which the holder properly exercised such holder's appraisal
rights in accordance with the Delaware General Corporation Law) was converted
into, and became exchangeable for, the Offer Price.
Financing for the Offer was provided under a Credit Agreement entered into
on February 25, 1998 by ITC, IT Corporation, a wholly-owned subsidiary of ITC
("IT Corporation"), and certain direct and indirect subsidiaries of ITC, as
amended and restated as of June 11, 1998, September 16, 1998 and October 26,
1998 (as amended, the "Credit Facility"), with a group of lenders. Approximately
$15 million of IT Corporation's cash on hand and $36.5 million from the proceeds
of IT Corporation's draw down under its revolving credit loan were made
available to Tiger through intercompany loans and were used by Tiger, along
with $20.0 million of GTI's cash on hand, which was loaned to ITC and made
available to Tiger, to pay for
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Shares accepted for payment in the Offer and for certain expenses and costs
related to the Offer and the related merger.
A copy of ITC's press release announcing the expiration of the Offer, the
acceptance for payment of Shares and the plan to consummate the Merger is filed
as Exhibit 99.1 to this Current Report on Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The historical financial information will be filed or incorporated by
reference no later than February 15, 1999.
(b) Pro Forma Financial Information.
The pro forma financial information will be filed or incorporated by
reference no later than February 15, 1999.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 Press Release, dated December 3, 1998, announcing the expiration of
the Offer, the acceptance for payment of Shares and the plan to
consummate the Merger.
99.2 Credit Agreement, dated as of February 25, 1998, among ITC, IT
Corporation, OHM Corporation ("OHM"), OHM Remediation Services
Corp. ("OHM Remediation") and Beneco Enterprises, Inc. (Beneco"),
the institutions from time to time party thereto as lenders, the
institutions from time to time party thereto as issuing banks,
Citicorp USA, Inc., in its capacity as administrative agent and
BankBoston, N.A., in its capacity as documentation agent. (1)
99.3 Amended and Restated Credit Agreement, dated as of June 11, 1998,
among ITC, IT Corporation, OHM, OHM Remediation and Beneco, the
institutions from time to time party thereto as lenders, the
institutions from time to time party thereto as issuing banks,
Citicorp USA, Inc., in its capacity as administrative agent and
BankBoston, N.A., in its capacity as documentation agent. (2)
99.4 First Amendment to the Credit Agreement, dated as of September 16,
1998, among ITC, IT Corporation, OHM, OHM Remediation and Beneco,
the institutions from time to time party thereto as lenders, the
institutions from time to time party thereto as issuing banks,
Citicorp USA, Inc., in its capacity as administrative agent and
BankBoston, N.A., in its capacity as documentation agent. (3)
99.5 Second Amendment to the Credit Agreement, dated as of October 26,
1998, among ITC, IT Corporation, OHM, OHM Remediation and Beneco,
the
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institutions from time to time party thereto as lenders, the
institutions from time to time party thereto as issuing banks,
Citicorp USA, Inc., in its capacity as administrative agent and
BankBoston, N.A., in its capacity as documentation agent. (4)
(1) Filed as Exhibit (b)(2) to Amendment No. 6 to the Schedule 14D-1 filed by
ITC and IT-Ohio, Inc. on February 26, 1998 and incorporated herein by reference.
(2) Filed as Exhibit 99.1 to the Current Report on Form 8-K filed by ITC on
June 18, 1998 and incorporated herein by reference.
(3) Filed as Exhibit (b)(3) to the Schedule 14D-1 filed by ITC and Tiger on
November 3, 1998 and incorporated herein by reference.
(4) Filed as Exhibit (b)(4) to the Schedule 14D-1 filed by ITC and Tiger on
November 3, 1998 and incorporated herein by reference.
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SIGNATURE
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: December 17, 1998 By: /s/ James G. Kirk
--------------------------------
James G. Kirk
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 Press Release, dated December 3, 1998, announcing the expiration
of the Offer, the acceptance for payment of Shares and the plan to
consummate the Merger.
99.2 Credit Agreement, dated as of February 25, 1998, among ITC, IT
Corporation, OHM ("OHM"), OHM Remediation and Beneco, the
institutions from time to time party thereto as lenders, the
institutions from time to time party thereto as issuing banks,
Citicorp USA, Inc., in its capacity as administrative agent and
BankBoston, N.A., in its capacity as documentation agent. (1)
99.3 Amended and Restated Credit Agreement, dated as of June 11, 1998,
among ITC, IT Corporation, OHM, OHM Remediation and Beneco, the
institutions from time to time party thereto as lenders, the
institutions from time to time party thereto as issuing banks,
Citicorp USA, Inc., in its capacity as administrative agent and
BankBoston, N.A., in its capacity as documentation agent. (2)
99.4 First Amendment to the Credit Agreement, dated as of September 16,
1998, among ITC, IT Corporation, OHM, OHM Remediation and Beneco,
the institutions from time to time party thereto as lenders, the
institutions from time to time party thereto as issuing banks,
Citicorp USA, Inc., in its capacity as administrative agent and
BankBoston, N.A., in its capacity as documentation agent. (3)
99.5 Second Amendment to the Credit Agreement, dated as of October 26,
1998, among ITC, IT Corporation, OHM, OHM Remediation and Beneco,
the institutions from time to time party thereto as lenders, the
institutions from time to time party thereto as issuing banks,
Citicorp USA, Inc., in its capacity as administrative agent and
BankBoston, N.A., in its capacity as documentation agent. (4)
(1) Filed as Exhibit (b)(2) to Amendment No. 6 to the Schedule 14D-1 filed by
ITC and IT-Ohio, Inc. on February 26, 1998 and incorporated herein by reference.
(2) Filed as Exhibit 99.1 to the Current Report on Form 8-K filed by ITC on
June 18, 1998 and incorporated herein by reference.
(3) Filed as Exhibit (b)(3) to the Schedule 14D-1 filed by ITC and Tiger on
November 3, 1998 and incorporated herein by reference.
(4) Filed as Exhibit (b)(4) to the Schedule 14D-1 filed by ITC and Tiger on
November 3, 1998 and incorporated herein by reference.
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EXHIBIT 99.1
Release Date: DECEMBER 3, 1998
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, a
wholly owned subsidiary of The IT Group ("Tiger"), 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 promptly
the merger of Tiger with and into Fluor Daniel GTI, with Fluor Daniel
GTI continuing as the surviving corporation. The surviving
corporation 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.
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.
