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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
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
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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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1, dated November 3, 1998 (the "Schedule 14D-1"), of Tiger
Acquisition Corporation (the "Purchaser") and International Technology
Corporation ("Parent"), filed in connection with the 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 10. ADDITIONAL INFORMATION.
The response to Item 10 is hereby amended and supplemented as follows:
(f) The response to Item 10(f) is hereby amended and supplemented such that
clause (iii) of the sentence of the first paragraph of the section entitled
"THE TENDER OFFER--19. Certain Conditions of the Offer" is restated in its
entirety to read: "(iii) at any time after the date of the Merger Agreement,
and prior to the Expiration Date, any of the following events shall occur and be
continuing on or after December 31, 1998."
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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: November 25, 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: November 25, 1998
INTERNATIONAL TECHNOLOGY
CORPORATION
By /s/ James G. Kirk
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James G. Kirk
Vice President, General Counsel and Secretary
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