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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 15, 1999
THE IT GROUP, INC.
(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 June 15, 1999, The IT Group, Inc., a Delaware corporation ("IT"),
announced the completion of its previously announced cash tender offer by
Seismic Acquisition Corporation, a California corporation and a wholly owned
subsidiary of IT ("Seismic"), to purchase all of the issued and outstanding
shares (the "Shares") of the common stock, no par value per Share, of EMCON, a
California corporation ("EMCON"), upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated as of May 17, 1999, and the related
Letter of Transmittal (which, together with the Offer to Purchase, constitute
the "Offer"), at a price of $6.75 per Share, net to each seller in cash, without
interest (the "Offer Price").
The Offer expired at 12:00 Midnight, New York City time, on Monday, June
14, 1999. Based on preliminary information provided by the depositary for the
Offer, as of the expiration of the Offer, 7,864,301 Shares (which includes
83,516 Shares tendered by means of guaranteed deliveries) were properly tendered
and not withdrawn pursuant to the Offer. On June 15, 1999, Seismic 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, Seismic owned
approximately 94.2% of the Shares.
After the consummation of the Offer on June 15, 1999, Seismic merged with
and into EMCON as the second step in the two-step transaction pursuant to the
previously announced Agreement and Plan of Merger, dated as of May 10, 1999,
among IT, Seismic and EMCON (the "Merger Agreement"). EMCON was the surviving
corporation after the Merger and is now a wholly owned subsidiary of IT.
At the effective time of the Merger (the "Effective Time"), each issued and
outstanding Share not tendered in the Offer (other than Shares held by IT,
Seismic, EMCON or any of their direct or indirect subsidiaries, which were
canceled and retired without any payment with respect thereto, and Shares with
respect to which the holder properly exercised such holder's appraisal rights in
accordance with the California General Corporation Law) was canceled and
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 IT, IT Corporation, a wholly owned subsidiary of IT
("ITC"), and certain other direct and indirect subsidiaries of IT, as amended
and restated as of June 11, 1998, and as further amended as of September 16,
1998, October 26, 1998 and March 5, 1999 (as the same may be amended, restated,
modified or supplemented from time to time, the "Credit Agreement"), with the
financial institutions party thereto. Approximately $73 million of proceeds
from revolving credit loans made to ITC were made available to Seismic and will
be used by Seismic to pay for Shares accepted for payment in the Offer and for
certain expenses and costs related to the Offer and the related Merger.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
It is impracticable to file the historical financial information
required by Item 7(a) of Form 8-K at this time. Such historical financial
information will be filed or incorporated by reference when available, but in no
event later than August 16, 1999.
(b) Pro Forma Financial Information.
It is impracticable to file the pro forma financial information required
by Item 7(b) of Form 8-K at this time. Such pro forma financial information will
be filed or incorporated by reference when available, but in no event later than
August 16, 1999.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release issued by IT, dated June 15, 1999, announcing the
expiration of the Offer, the acceptance for payment of Shares and the
plan to consummate the Merger.(1)
99.2 Amended and Restated Credit Agreement, dated as of June 11, 1998,
among IT, ITC, OHM Corporation ("OHM"), OHM Remediation Services
Corp. ("OHMRSC") 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 (the
"Administrative Agent"), BankBoston, N.A., in its capacity as
documentation agent (the "Documentation Agent") and Credit Lyonnais,
New York Branch, and Royal Bank of Canada, as co-agents (the "Co-
Agents").(2)
99.3 First Amendment to Credit Agreement, dated as of September 16, 1998,
among IT, ITC, OHM, OHMRSC and Beneco, the institutions from time to
time party thereto as lenders, the institutions from time to time
party thereto as issuing banks, the Administrative Agent, the
Documentation Agent and the Co-Agents.(3)
99.4 Second Amendment to Credit Agreement, dated as of October 26, 1998,
among IT, ITC, OHM, OHMRSC and Beneco, the institutions from time to
time party thereto as lenders, the institutions from time to time
party thereto as issuing banks, the Administrative Agent, the
Documentation Agent and the Co-Agents.(4)
99.5 Third Amendment to Credit Agreement dated as of March 5, 1999, among
IT, ITC, OHM, OHMRSC and Beneco, the institutions from time to time
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party thereto as lenders, the institutions from time to time party
thereto as issuing banks, the Administrative Agent, the Documentation
Agent and the Co-Agents.(5)
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(1) Filed as Exhibit (a)(11) to the Tender Offer Statement on Schedule 14D-1,
Amendment No. 2, filed by IT on June 15, 1999.
(2) Filed as Exhibit 99.1 to the Current Report on Form 8-K filed by IT on June
18, 1998 and incorporated herein by reference.
(3) Filed as Exhibit (b)(3) to the Tender Offer Statement on Schedule 14D-1
filed by IT on November 3, 1998 and incorporated herein by reference.
(4) Filed as Exhibit (b)(4) to the Tender Offer Statement on Schedule 14D-1
filed by IT on November 3, 1998 and incorporated herein by reference.
(5) Filed as Exhibit 10(ii)(4) to the Transition Report on Form 10-K filed by
IT for the transition period from March 28, 1998 to December 25, 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.
THE IT GROUP, INC.
Date: June 18, 1999 By: /s/ James G. Kirk
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Name: James G. Kirk
Its: Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release issued by IT, dated June 15, 1999, announcing the
expiration of the Offer, the acceptance for payment of Shares and the
plan to consummate the Merger.(1)
99.2 Amended and Restated Credit Agreement, dated as of June 11, 1998,
among IT, ITC, OHM Corporation ("OHM"), OHM Remediation Services
Corp. ("OHMRSC") 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 (the
"Administrative Agent"), BankBoston, N.A., in its capacity as
documentation agent (the "Documentation Agent") and Credit Lyonnais,
New York Branch, and Royal Bank of Canada, as co-agents (the "Co-
Agents").(2)
99.3 First Amendment to Credit Agreement, dated as of September 16, 1998,
among IT, ITC, OHM, OHMRSC and Beneco, the institutions from time to
time party thereto as lenders, the institutions from time to time
party thereto as issuing banks, the Administrative Agent, the
Documentation Agent and the Co-Agents.(3)
99.4 Second Amendment to Credit Agreement, dated as of October 26, 1998,
among IT, ITC, OHM, OHMRSC and Beneco, the institutions from time to
time party thereto as lenders, the institutions from time to time
party thereto as issuing banks, the Administrative Agent, the
Documentation Agent and the Co-Agents.(4)
99.5 Third Amendment to Credit Agreement dated as of March 5, 1999, among
IT, ITC, OHM, OHMRSC and Beneco, the institutions from time to time
party thereto as lenders, the institutions from time to time party
thereto as issuing banks, the Administrative Agent, the Documentation
Agent and the Co-Agents.(5)
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(1) Filed as Exhibit (a)(11) to the Tender Offer Statement on Schedule 14D-1,
Amendment No. 2, filed by IT on June 15, 1999.
(2) Filed as Exhibit 99.1 to the Current Report on Form 8-K filed by IT on June
18, 1998 and incorporated herein by reference.
(3) Filed as Exhibit (b)(3) to the Tender Offer Statement on Schedule 14D-1
filed by IT on November 3, 1998 and incorporated herein by reference.
(4) Filed as Exhibit (b)(4) to the Tender Offer Statement on Schedule 14D-1
filed by IT on November 3, 1998 and incorporated herein by reference.
(5) Filed as Exhibit 10(ii)(4) to the Transition Report on Form 10-K filed by
IT for the transition period from March 28, 1998 to December 25, 1998 and
incorporated herein by reference.
