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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
EMCON
(Name of Subject Company)
THE IT GROUP, INC.
SEISMIC ACQUISITION CORPORATION
(Bidder)
Common Stock, no par value per share
(Title of Class of Securities)
290843 10 1
(CUSIP Number of Class of Securities)
Anthony J. DeLuca
President and Chief Executive Officer
The IT Group, Inc.
2790 Mosside Boulevard
Monroeville, Pennsylvania 15146-2792
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
COPIES TO:
Peter F. Ziegler, Esq. Paul A. Blumenstein, Esq.
Gibson, Dunn & Crutcher LLP Gerald S. Walters, Esq.
333 South Grand Avenue Gray Cary Ware & Freidenrich LLP
Los Angeles, California 90071 400 Hamilton Avenue
(213) 229-7000 Palo Alto, California 94301
(650) 328-6561
Calculation of Filing Fee
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Transaction valuation Amount of filing fee
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$64,105,553* $12,822**
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* For purposes of fee calculation only. The total transaction value assumes
the purchase in cash, at an offer price of $6.75 per Share, an aggregate of
(i) 8,340,669 Shares issued and outstanding and (ii) 1,156,450 Shares
issuable pursuant to outstanding options with an exercise price less than
the offer price of $6.75 per Share.
** The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
the Securities Exchange Act of 1934, as amended, 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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CUSIP NO. 290843 10 1 14D-1
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The IT Group, Inc.: I.R.S. No.: 33-0001212
Seismic Acquisition Corporation: I.R.S. No.: 25-1835135
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK and/or WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) or 2(f) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The IT Group, Inc. - Incorporated in the State of Delaware
Seismic Acquisition Corporation - Incorporated in the State of California
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The IT Group, Inc. - Indirectly 7,864,301
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Seismic Acquisition Corporation - Directly 7,864,301
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_]
N/A
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 94.2%
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10 TYPE OF REPORTING PERSON
The IT Group, Inc. - CO
Seismic Acquisition Corporation - CO
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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1, dated May 17, 1999 (the "Schedule 14D-1"), of Seismic
Acquisition Corporation, a California corporation (the "Purchaser"), and The IT
Group, Inc., a Delaware corporation ("Parent"), filed in connection with the
Purchaser's offer to purchase all issued and outstanding shares (each a "Share")
of Common Stock, no par value per Share, of EMCON, a California 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, dated
May 17, 1999 (the "Offer to Purchase"), filed as Exhibit (a)(1) to the Schedule
14D-1.
Item 6. Interest in Securities of the Subject Company.
The response to Item 6 is hereby amended and supplemented as follows:
At 12:00 Midnight, New York City time, on Monday, June 14, 1999, the Offer
expired. Based on preliminary information provided by the Depositary for the
Offer, Parent reported that as of the expiration of the Offer, 7,864,301 Shares
were properly tendered and not withdrawn pursuant to the Offer (including
approximately 83,516 Shares subject to guaranteed delivery). Purchaser has
accepted for payment, and has notified the Depositary to promptly pay for all
such Shares at the purchase price of $6.75 per Share in cash without interest.
As a result of the consummation of the Offer, Purchaser owns approximately 94.2%
of the Shares.
Pursuant to the Merger Agreement, Parent intends to complete the merger of
Purchaser with and into the Company, with the Company continuing as the
surviving corporation.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 11 is hereby amended and supplemented as follows:
(a)(11) Press release, dated June 15, 1999 issued by Parent, announcing
the expiration of the Offer, the acceptance for payment of the
Shares and the plan to consummate the merger.
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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 No. 2 to
the Tender Offer Statement is true, complete and correct.
Dated: June 15, 1999
SEISMIC ACQUISITION CORPORATION
By /s/ James G. Kirk
--------------------------------
James G. Kirk
President and Chief Executive Officer
SIGNATURE
After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this Amendment No. 2 to
the Tender Offer Statement is true, complete and correct.
Dated: June 15, 1999
THE IT GROUP, INC.
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
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(a)(11) Press release, dated June 15, 1999 issued by Parent,
announcing the expiration of the Offer, the acceptance for
payment of the Shares and the plan to consummate the merger.
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EXHIBIT (a)(11)
Tuesday June 15, 9:24 am Eastern Time
Investor Contact: Richard R. Conte (412) 372-7701
Media Contact: William L. Mulvey (202) 682-1147
THE IT GROUP COMPLETES TENDER OFFER FOR EMCON
ANNOUNCES PROMPT MERGER
Pittsburgh, Pennsylvania -- June 15, 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 EMCON (NASDAQ:
MCON). The tender offer expired at 12:00 Midnight, New York City time, on
Monday, June 14, 1999. Pursuant to the cash tender offer, The IT Group has
accepted for payment all of the tendered Shares (approximately 94.2%, or
7,864,301 Shares of the outstanding 8,346,919 shares of EMCON were
tendered) and has instructed the depositary for the offer to pay promptly
for such Shares at the purchase price of $6.75 per Share in cash.
Pursuant to the related Agreement and Plan of Merger, dated May 10, 1999,
The IT Group announced that it intends to acquire the balance of the EMCON
shares promptly in a short form cash merger at $6.75 per share. The
integration of EMCON into The IT Group as a wholly owned subsidiary is
underway.
Anthony J. DeLuca, chief executive officer and president of The IT Group,
said, "Our integration planning is near completion and we are confident of
achieving our projected synergy target of $12 million as we rapidly
implement our plans. Our combined resources will put us in a leadership
position in the solid waste services market."
The IT Group, Inc. is a leading provider of diversified, valued-added
services in the areas of environmental consulting, facilities management,
engineering & construction and remediation. The IT Group's common stock and
depositary shares are traded on the New York Stock Exchange under the
symbols ITX and ITXpr, respectively. More information on The IT Group can
be found on the Internet at www.theitgroup.com.
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Statements regarding the intentions, beliefs, expectations or predictions
of The IT Group and its management, including, but not limited to, those
statements denoted by the words "anticipate," "believe," "expect,"
"should," and similar expressions (including "confidence") are forward-
looking statements that reflect the current views of The IT Group and its
management about future events and are subject to certain risks,
uncertainties and assumptions. Actual results could differ materially from
those projected in such forward-looking statements as a result of a number
of factors, including, but not limited to, competition and pricing
pressures, bidding opportunities and success, project results, funding of
backlog, the effects of the integration of EMCON and the Company's other
major acquisitions and the achievement of expected synergies there from,
and industry-wide factors.
