SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
International Technology Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
0004604651
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(CUSIP Number)
November 11, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 0004604651
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Libra Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 987,831
EACH --------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
987,831
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
987,831
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.36%
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12 TYPE OF REPORTING PERSON (See Instructions)
PN
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<PAGE>
CUSIP No. 0004604651
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Libra Advisors, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)|_|
(b)|_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,097,876
EACH --------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,097,876
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,097,876
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.84%
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12 TYPE OF REPORTING PERSON (See Instructions)
OO
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<PAGE>
CUSIP No. 0004604651
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Ranjan Tandon.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,097,876
EACH --------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,097,876
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,097,876
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.84%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
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<PAGE>
Item 1. (a) Name of Issuer:
International Technology Corp.
(b) Address of Issuer's Principal Executive Offices:
2790 Mosside Boulevard
Monroeville, PA 15146-2792
Item 2. (a)(b)(c)Name of Person Filing; Address of Principal Business Office
or, if none Residence; Citizenship:
This Schedule 13G is being filed jointly by Libra Advisors, LLC, a
New York limited liability company ("Advisors"); Libra Fund, L.P., a
Delaware limited partnership ("Libra"); and Ranjan Tandon, a United
States citizen ("R. Tandon") (collectively, the "Reporting
Persons"). R. Tandon is the sole voting member and Manager of
Advisors. Advisors is the General Partner of Libra and Investment
Adviser to an offshore fund (the "Fund"). The business address of
each of Reporting Person is 277 Park Avenue, 26th Floor, New York,
New York, 10172.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
0004604651
Item 3. If this statement is being filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is an:
(a)|_| Broker or Dealer registered under Section 15 of the Act
(b)|_| Bank as defined in section 3(a)(6) of the Act
(c)|_| Insurance Company as defined in section 3(a)(19) of the Act
(d)|_| Investment Company registered under section 8 of the
Investment Company Act of 1940
(e)|_| An Investment Adviser in accordance with Rule 13d-1(b)(1)
(ii)(E)
(f)|_| An Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F)
(g)|_| A Parent Holding Company or Control Person in accordance with
Rule 13d-1(b)(ii)(G)
<PAGE>
(h)|_| A Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act
(i)|_| A Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940
(j)|_| Group, in accordance with 13d-1(b)(1)(ii)(J)
Item 4. Ownership:
(a) Amount Beneficially Owned: 1,097,876*
(b) Percent of Class: 4.84%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote - 0
(ii) shared power to vote or direct the vote - 1,097,876*
(iii) sole power to dispose or direct the disposition of - 0
(iv) shared power to dispose or direct the disposition of
- 1,097,876*
*See Attachment A
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities check the following |X|
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company
N/A
<PAGE>
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
LIBRA FUND, L.P.
By: LIBRA ADVISORS, LLC
By: /s/ Ranjan Tandon
-------------------
Name: Ranjan Tandon
Title: Manager
LIBRA ADVISORS, LLC
By: /s/ Ranjan Tandon
-------------------
Name: Ranjan Tandon
Title: Manager
By: /s/ Ranjan Tandon
-------------------
RANJAN TANDON
Dated: March 10, 1999
<PAGE>
ATTACHMENT A
As of November 11, 1998, Libra is the beneficial owner of 987,831
shares of Common Stock, for a total beneficial ownership of 4.36% of the
outstanding shares of Common Stock. As of November 11, 1998, the Fund is the
beneficial owner of 110,045 shares of Common Stock, for a total beneficial
ownership of .48% of the outstanding shares of Common Stock. Advisors, as
Investment Advisor to the Fund, has the power to vote and to direct the voting
of and the power to dispose and direct the disposition of the 110,045 shares of
Common Stock owned by the Fund. As the General Partner of Libra, Advisors has
the power to vote and to direct the voting of and the power to dispose and
direct the disposition of the 987,831 shares of Common Stock owned by Libra.
Accordingly, Advisors may be deemed to be the beneficial owner of 1,097,876
shares of Common Stock, or 4.84% of the outstanding shares of Common Stock. In
addition, as the sole voting member and Manager of Advisors, R. Tandon may be
deemed to have the power to vote and to direct the voting of and the power to
dispose and direct the disposition of the 1,097,876 shares of Common Stock owned
by Advisors or 4.84% of the outstanding shares of Common Stock. This represents
a drop from July 2, 1998, at which time Advisors and R. Tandon shared the power
to vote and to direct the voting of and the power to dispose and direct the
disposition of 6.6% of the outstanding shares of Common Stock.
<PAGE>
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other persons signatory below of a statement on Schedule 13G or any
amendments thereto, with respect to the Common Stock of International Technology
Corp., and that this Agreement be included as an attachment to such filing.
This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement on the 10th day of March, 1999.
LIBRA FUND, L.P.
By: LIBRA ADVISORS, LLC
By: /s/ Ranjan Tandon
-------------------
Name: Ranjan Tandon
Title: Manager
LIBRA ADVISORS, LLC
By: /s/ Ranjan Tandon
-------------------
Name: Ranjan Tandon
Title: Manager
By: /s/ Ranjan Tandon
-------------------
RANJAN TANDON
