IT GROUP INC
8-K, 1999-05-28
HAZARDOUS WASTE MANAGEMENT
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<PAGE>

                                 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):               May 26, 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)
<PAGE>

                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 5.  Other Events

     On May 27, 1999, The IT Group, Inc. ("IT"), a Delaware corporation,
announced that early termination of the 15-day waiting period under the Hart-
Scott-Rodino Antitrust Improvement Act of 1976, as amended (the "HSR Act"), was
granted by the United States Federal Trade Commission on May 26, 1999, in
connection with IT's previously announced acquisition of EMCON, a California
corporation.

     A copy of IT's press release announcing the early termination under the HSR
Act, dated May 27, 1999, is filed as an exhibit to this Current Report on Form
8-K.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

      (c)  Exhibits.
          ---------


<TABLE>
<CAPTION>
Exhibit No.                                         Description
- ------------                                        -----------
<S>            <C>
  99.1          Press Release, dated May 27, 1999, announcing early termination under the HSR Act.
</TABLE>

                                       2
<PAGE>

                                  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.



                                  THE IT GROUP, INC.

Date:  May 28, 1999               By:   /s/ James G. Kirk
                                     --------------------------------
                                               James G. Kirk
                                      Vice President, General Counsel
                                               and Secretary

                                       3
<PAGE>

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>


 Exhibit No.                                      Description
 -----------                                      -----------
<S>             <C>
   99.1         Press Release, dated May 27, 1999, announcing early termination under the
                HSR Act.
</TABLE>

                                       4

<PAGE>

                                                                    Exhibit 99.1
Thursday May 27, 8:02 am Eastern Time

Company Press Release

SOURCE: The IT Group, Inc.

The IT Group Announces Early Termination of Hart-Scott-
Rodino Waiting Period For Acquisition of EMCON

PITTSBURGH, May 27 /PRNewswire/ -- The IT Group, Inc. (NYSE: ITX) announced
today that early termination of the 15-day waiting period of the Hart-Scott-
Rodino Act of 1976, applicable to The IT Group's previously announced agreement
to acquire EMCON, was granted by the Federal Trade Commission. Early termination
or expiration of the waiting period was one of the conditions for the purchase.
That condition has now been satisfied.

The IT Group, Inc. is a leading provider of diversified, value-added services in
the areas of environmental consulting, facilities management, engineering and
construction, and remediation. More information on The IT Group can be found on
the Internet at www.theitgroup.com.  The IT Group's common stock and depositary
                ------------------
shares are traded on the New York Stock Exchange under the symbols ITX and
ITXpr, respectively.


SOURCE:  The IT Group, Inc.




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