<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) April 9, 1999
THE IT GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
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)
</TABLE>
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 2. Acquisition or Disposition of Assets.
(a) Completion of the Asset Purchase Agreement with ICF Kaiser
International, Inc.
On April 9, 1999, The IT Group, Inc., a Delaware corporation ("IT")
acquired certain specified assets and certain specified liabilities of the
Environmental and Facilities Management Group ("EFM") of ICF Kaiser
International, Inc. ("ICF"), a Delaware corporation, for $82.0 million in cash,
reduced by $8.0 million, representing working capital retained by ICF, pursuant
to the previously announced asset purchase agreement (the "EFM Asset Purchase
Agreement"), dated as of March 8, 1999.
The acquisition of EFM was an acquisition of the operations of certain
direct and indirect subsidiaries associated with ICF, including, but not limited
to, the stock of certain ICF subsidiaries, which are principally engaged in the
business of overseeing major program management and technical support contracts
for United States government agencies, including the United States Department of
Energy and Defense, and NASA, as well as private sector environmental clients.
(b) Completion of the Acquisition of Roche Limited, Consulting Group.
On April 9, 1999, IT satisfied its payment obligations in connection with
its acquisition of Roche Limited, Consulting Group ("Roche"), a Canadian company
based in Quebec City. Pursuant to the previously announced acquisition agreement
(the "Roche Acquisition Agreement"), dated as of February 5, 1999, the total
purchase price paid in the Roche acquisition consisted of an initial aggregate
payment of $10 million in cash, plus two potential earnout payments.
The transaction was accomplished in two steps. The first step was completed
on March 31, 1999, when IT acquired all of the issued and outstanding capital
stock of Roche and issued certain promissory notes (the "Notes"). The second
step was completed on April 9, 1999, when IT satisfied its obligation under the
Notes.
Roche was one of the largest engineering and construction companies in
Canada, principally engaged in water resources and environmental information
management, including design and building capabilities in the pulp and paper,
wastewater, mining and transportation markets.
The financing for both the Roche Acquisition Agreement and the EFM Asset
Purchase Agreement was provided by a private placement pursuant to Rule 144A of
the Securities Act of 1933, as amended, of 11.25% Senior Subordinated Notes due
2009 in the aggregate amount of $225 million, completed on April 9, 1999.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
1. The Audited Financial Statements of EFM.*
Report of Independent Accountants
Statement of Assets Acquired and Liabilities Assumed as of
December 31, 1998*
Statement of Operating Revenue and Expenses for the year ended
December 31, 1998*
Notes to Statements*
2. The Audited Financial Statements of Roche.*
Auditors' Report
Consolidated Balance Sheets as of December 31, 1998, 1997 and
1996*
Consolidated Statements of Operations for the three years ended
December 31, 1998*
Consolidated Statements of Stockholders' Equity for the three
years ended December 31, 1998*
Notes to Consolidated Financial Statements*
*Filed as an Exhibit to IT's Registration Statement on Form S-4,
filed April 23, 1999.
(b) Pro Forma Financial Information.
1. Unaudited Pro Forma Consolidated Financial Data.*
Unaudited Pro Forma Consolidated Balance Sheets as of December
25, 1998*
Unaudited Pro Forma Consolidated Statements of Operations and
other Data for the Twelve Months ended December 25, 1998*
Unaudited Pro Forma Consolidated Statements of Operations and
other Data*
*Filed as an Exhibit to IT's Registration Statement on Form S-4,
filed April 23, 1999.
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
99.1 Press Release, dated April 12, 1999, announcing the consummation of the EFM acquisition.
99.2 EFM Asset Purchase Agreement, dated as of March 8, 1999, between IT and ICF.**
99.3 Roche Acquisition Agreement, dated as of February 5, 1999, between IT and
Roche.***
99.4 Roche Amendment Agreement, dated March 31, 1999, between IT and
Roche.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
99.5 Purchase Agreement, dated as of April 6, 1999, between IT,
certain subsidiary guarantors of IT, Donaldson, Lufkin & Jenrette
Securities Corporation and Salomon Smith Barney.*
99.6 Registration Rights Agreement, dated as of April 9, 1999, between IT, certain
subsidiary guarantors of IT, Donaldson, Lufkin & Jenrette Securities
Corporation and Salomon Smith Barney.*
99.7 Indenture Agreement, dated as of April 9, 1999, between IT, certain subsidiary
guarantors of IT and The Bank of New York, as trustee.*
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
* Filed as an Exhibit to IT's Registration Statement on Form S-4, filed April 23, 1999.
** Filed as an Exhibit to IT's Current Report on Form 8-K, filed March 12, 1999.
*** Filed as an Exhibit to IT's Transition Report on Form 10-K for the period March 28, 1998 to December 25, 1998.
</TABLE>
<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: April 23, 1999 By: /s/ James Redwine
-----------------------------
James Redwine
Senior Corporate Counsel
and Assistant Secretary
<PAGE>
Exhibit (a)(1)
REPORT OF INDEPENDENT ACCOUNTANTS
To ICF Kaiser International, Inc.
We have audited the accompanying statement of assets acquired and
liabilities assumed of the Environment and Facilities Management Group (the EFM
Group) of ICF Kaiser International, Inc. (the Company) as of December 31, 1998,
and the related statement of operating revenue and expenses, for the year then
ended. The Statement of Assets Acquired and Liabilities Assumed and the related
Statement of Operating Revenue and Expenses (the Statements) are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the Statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the Statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the Statements. We believe that
our audit provides a reasonable basis for our opinion.
As discussed in Note 1, pursuant to the terms of the Asset Purchase
Agreement dated March 8, 1999, the accompanying Statements have been prepared
solely to present the assets acquired and liabilities assumed of the EFM Group
as of December 31, 1998, and its operating revenue and expenses for the year
then ended, and are not intended to be a complete presentation of the financial
statements of the EFM Group.
In our opinion, the Statement of Assets Acquired and Liabilities Assumed and
the Statement of Operating Revenue and Expenses referred to above present
fairly, in all material respects, the assets acquired and liabilities assumed
of the EFM Group as of December 31, 1998, and its operating revenue and
expenses for the year then ended pursuant to the Asset Purchase Agreement
referred to in Note 1, in conformity with generally accepted accounting
principles.
PricewaterhouseCoopers LLP
McLean, Virginia
March 11, 1999
<PAGE>
Exhibit (a)(2)
AUDITORS' REPORT
To the Directors of Roche ltee, Groupe conseil
We have audited the consolidated balance sheets of ROCHE LTEE, GROUPE
CONSEIL as at December 31, 1998, 1997 and 1996 and the consolidated statements
of operations, stockholders' equity and cash flows for the years then ended.
These financial statements are the responsibility of the corporation's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards in Canada. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.
In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the corporation as at December
31, 1998, 1997 and 1996 and the results of its operations and the changes in
its financial position for the years then ended in accordance with generally
accepted accounting principles as set out in note 2 to the financial
statements.
On February 22, 1999, we reported separately to the stockholders of Roche
ltee, Groupe conseil on the same consolidated financial statements for the 1998
and 1997 periods (March 14, 1997 for 1996), prepared in accordance with
generally accepted accounting principles in Canada.
Mallette Maheu
General Partnership
Chartered Accountants
Quebec City, Canada
February 22, 1999
<PAGE>
Monday April 12, 8:45 am Eastern Time
EXHIBIT 99.1
Company Press Release
SOURCE: The IT Group
The IT Group Completes Acquisition of
ICF Kaiser's Environment and Facilities Management Group
Substantial Earnings Accretion of $0.20 Per Share on an Annual Basis Driven By
Synergies
Adds $500 Million in Backlog and Private Sector Diversification
PITTSBURGH, April 12/PRNewswire/ -- The IT Group, Inc. (NYSE:ITX - news)
--- ----
announced today the closing of the purchase of certain assets of ICF Kaiser's
Environment and Facilities Management Group (EFM).
Anthony J. DeLuca, chief executive office and president of The IT Group, Inc.,
said, "The acquisition of EFM adds an expected $500 million of strategically
important and substantially cost-reimbursable backlog, as well as major
commercial client relationships in diverse industries." Mr. DeLuca went on to
say, "We are prepared to implement our integration plan aggressively. Once
planned synergies of $10 million are achieved, the acquisition is anticipated to
add $120 million in revenue, $20 million in operating cash flow and $0.20
earnings per share on an annual basis. Earnings per share accretion of $0.10 is
expected in 1999. The IT Group's outsourced services business should be
enhanced by EFM's 23% interest in the Space Gateway Support joint venture, which
provides facilities operations and management support for NASA at the Kennedy
Space Center. This contract is anticipated to generate, over a 10-year period,
$2.2 billion of gross revenues to the joint venture."
"The integration of GTI, acquired in December 1998, has gone well and we expect
first quarter earnings to be in line with Wall Street expectations," Mr. DeLuca
added.
The IT Group, Inc., is a leading provider of diversified, value-added services
in the areas of consulting, facilities management, engineering & construction
and remediation. Additional information about 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 symbol ITX and ITXpr,
respectively.
Statements of The IT Group's or management's intentions, beliefs, expectations
or predictions denoted by the words anticipate, believe, expect and similar
expressions (including confidence and potential) 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. The IT
Group's actual results could differ materially from those projected in such
forward-looking statements as a result of a number of factors including
competitive factors and pricing pressures, the effect of integrating EFM, GTI
and any other major acquisitions and achievement of expected synergies
therefrom, bidding opportunities and success, project results, funding of
backlog and industry-wide factors.
SOURCE: The IT Group
<PAGE>
EXHIBIT 99.4
AMENDMENT AGREEMENT
-------------------
MEMORANDUM OF AGREEMENT made on the 31st day of March, 1999,
BY AND BETWEEN: The persons listed in Exhibit "A" hereto, each of whom
-----------
herein represented by Mr. Michel Labbe, its, his or her
lawful mandatary, duly authorized for all of the
purposes hereof, other than Mr. Michel Labbe who is
also herein acting on his own behalf (each, a
"Vendor");
AND: IT Holdings Canada, Inc., a corporation incorporated
under the Laws of the Province of New Brunswick, with
its registered office at 44 Chipman Hill, 10th Floor,
St. John, New Brunswick, E2L 4S6, herein acting and
represented by Mr. James M. Redwine, Assistant-
Secretary (the "Purchaser");
AND INTERVENED TO BY: The IT Group, Inc., a corporation incorporated under
the Laws of the State of Delaware, herein acting and
represented by Mr. James M. Redwine, Senior Corporate
Counsel and Assistant-Secretary ("ITX");
AND: Roche Ltee, Groupe Conseil, a corporation governed by
the Canada Business Corporations Act, with its head
office at 3075, chemin des Quatre-Bourgeois, Suite 300,
Sainte-Foy, Quebec, G1W 4Y4, herein acting and
represented by Mr. Michel Labbe, President ("Roche");
WHEREAS the Vendors and the Purchaser executed a Share Purchase Agreement dated
February 5, 1999, to which intervened ITX, pursuant to which the Purchaser
agreed to purchase and the Vendors agreed to sell all of the issued and
outstanding shares in the share capital of Roche and various related matters
(the "Share Purchase Agreement");
WHEREAS the Parties intend to proceed to Closing on March 31, 1999;
WHEREAS, in variation of the Share Purchase Agreement, the Initial Payment will
be made by way of a promissory note and part only of the Capital Contributions
will be paid in cash on the Closing Date, with an extension of the date on which
the Purchaser will complete such Capital Contributions;
AND WHEREAS the Parties desire to amend the Share Purchase Agreement in
consequence of these variations.
<PAGE>
-2-
NOW, THEREFORE, THIS AGREEMENT WITNESSETH THAT, in consideration of the mutual
covenants herein contained, it is agreed by and between the Parties as follows:
1. Defined Terms. Capitalized terms used herein, not otherwise defined herein,
-------------
shall have the meanings ascribed thereto in the Share Purchase Agreement.
2. Initial Payment. Notwithstanding the definition of "Initial Payment" in
---------------
Section 1.1.26 of the Share Purchase Agreement, the Initial Payment shall be
made as at 10:00 a.m. on the Closing date and shall be an amount of two million
three hundred thirty-seven thousand seven hundred and thirty-eight dollars
(Cdn$2,337,738). In addition, notwithstanding Section 2.2 of the Share Purchase
Agreement, the Initial Payment shall be made and fully satisfied by the
Purchaser by delivery to the Vendors of a promissory note of the Purchaser,
guaranteed by ITX, in the full amount of the Initial Payment plus interest
thereon from the date hereof at the annual rate equal to the prime rate of
interest charged by the Bank of Montreal as amended from time to time, plus one
percent (1%), payable within three (3) business days (in the State of
Pennsylvania) after the closing by ITX of its offering of US$200 million Senior
Subordinated Notes due 2009 but, in any case, no later than April 16, 1999 (the
"Funding Date").
3. Capital Contributions. Notwithstanding Section 2.3 of the Share Purchase
---------------------
Agreement, the Purchaser shall satisfy the Capital Contributions by subscribing
for, as at 10:30 a.m. on the Closing Date, twelve million nine hundred forty-
eight thousand seven hundred and eighteen (12,948,718) Common Shares of New
Roche at a subscription price of One dollar (Cdn$1.00) per share for an
aggregate subscription price of twelve million nine hundred forty-eight thousand
seven hundred and eighteen dollars (Cdn$12,948,718), of which:
(a) an amount of three million two hundred seventy-four thousand three hundred
and forty- eight dollars (Cdn$3,274,348) will be paid on the Closing Date
by bank draft, certified cheque or wire transfer, which amount is hereby
directed by New Roche to be paid to Michel Labbe in trust for the purposes
of payment in cash of promissory notes given as consideration for the
repurchase for cancellation of various classes of shares of the Corporation
and New Roche as set forth in steps 3, 4, 12 ,17 and 19 of the Memorandum
of Le Groupe Mallette Maheu attached as Schedule 1.1.46 to the Share
Purchase Agreement, as consideration for the issuance of three million two
hundred seventy-four thousand three hundred and fourty-eight (3,274,348)
Common Shares on the Closing Date; and
(b) an amount of nine million six hundred seventy-four thousand three hundred
seventy dollars (Cdn$9,674,370) will be paid on the Funding Date as
consideration for the issuance on the Funding Date of nine million six
hundred seventy-four thousand three hundred and seventy (9,674,370) Common
Shares. In addition to such subscription price, the Purchaser will pay New
Roche on the Funding Date an amount equivalent to interest thereon from the
date hereof at the annual rate equal to the prime rate of interest charged
by the Bank of Montreal as amended from time to time, plus one percent
(1%).
4. Guarantee. As guarantee for certain obligations of Roche:
---------
(a) ITX shall grant on the Closing Date a guarantee in favour of London
Guarantee Insurance Company in the amount of three million five hundred
forty thousand eight hundred and seventy-three dollars (Cdn$3,540,873) plus
interest thereon from the
<PAGE>
-3-
date hereof at the annual rate of interest equal to the prime rate of the
Bank of Montreal from time to time, plus one percent (1%), as guarantee for
Roche's obligation to reimburse London Guarantee Insurance Company of
amounts paid on behalf of Roche to settle litigation instituted by
Laframboise in connection with the Pembroke Project;
(b) ITX shall grant on the Closing Date a guarantee in favour of Axa Boreal
Insurance Inc. in the amount of four million forty-six thousand seven
hundred and thirteen dollars (Cdn$4,046,713) plus interest thereon from the
date hereof at the annual rate of interest equal to the prime rate of the
Bank of Montreal from time to time, plus one percent (1%), as guarantee for
Roche's obligation to reimburse Axa Boreal Insurance Inc. of amounts paid
on behalf of Roche to settle litigation instituted by Laframboise in
connection with the Pembroke Project; and
(c) the Purchaser shall issue, and ITX shall guarantee, on the Closing Date a
promissory note payable to Michel Labbe in trust in the amount of nine
million six hundred seventy-four thousand three hundred and seventy dollars
(Cdn$9,674,370) plus interest thereon from the date heereof at the annual
rate of interest equal to the prime rate of the Bank of Montreal from time
to time, plus one percent (1%), as guarantee for payment of the capital
contributions as set forth in section 3 b), being:
(i) Roche's obligation to reimburse London Guarantee Insurance Company and
Axa Boreal Insurance Inc. of amounts paid on behalf of Roche to settle
litigation instituted by Laframboise in connection with the Pembroke
Project; and
(ii) the repayment of all promissory notes given as consideration of
repurchases of shares of the Corporation and New Roche as set forth in
steps 3, 4, 12, 17 and 19 of the memorandum of Le Groupe Mallette
Maheu attached as Schedule 1.1.46 to the Share Purchase Agreement, to
the extent not paid on the Closing Date pursuant to section 3(a).
For greater certainty, the Common Shares of New Roche referred to in section
3(b) shall only be issued as, and to the extent, the payments referred to in
section 5 are paid.
5. Direction of Payment. By its intervention hereto, Roche hereby irrevocably
--------------------
directs the Purchaser to satisfy the Capital Contributions referred to in
section 3(b) as follows:
(a) the Purchaser shall pay on the Funding Date to London Guarantee Insurance
Company the amount of three million five hundred forty thousand eight
hundred and seventy-three dollars (Cdn$3,540,873) plus interest thereon
from the date hereof at the annual rate of interest equal to the prime rate
of the Bank of Montreal from time to time, plus one percent (1%), such
payment to be in satisfaction of Roche's obligation to reimburse London
Guarantee Insurance Company of amounts paid on behalf of Roche to settle
litigation instituted by Laframboise in connection with the Pembroke
Project;
(b) the Purchaser pay on the Funding Date to Axa Boreal Insurance Inc. the
amount of four million forty-six thousand seven hundred and thirteen
dollars (Cdn$4,046,713) plus interest thereon from the date hereof at the
annual rate of interest equal to the prime rate of the Bank of Montreal
from time to time, plus one percent (1%), such
<PAGE>
-4-
payment to be in satisfaction of Roche's obligation to reimburse Axa Boreal
Insurance Inc. of amounts paid on behalf of Roche to settle litigation
instituted by Laframboise in connection with the Pembroke Project; and
(c) the Purchaser shall pay on the Funding Date to Michel Labbe in trust the
amount of two million eighty-six thousand seven hundred eighty-four dollars
(Cdn$2,086,784) plus interest thereon from the date hereof at the annual
rate of interest equal to the prime rate of the Bank of Montreal from time
to time, plus one percent (1%), such payment to be used to repay all
promissory notes given as consideration on repurchases of shares of the
Corporation and New Roche as set forth in steps 3, 4, 12, 17 and 19 of the
memorandum of Le Groupe Mallette Maheu attached as Schedule 1.1.46 to the
Share Purchase Agreement, to the extent not paid on the Closing Date
pursuant to section 3(a).
6. Pledge Agreement. As further security for the obligations of Purchaser to
----------------
pay all principal and interest referred to in sections 2 and 5, Purchaser shall
execute a pledge agreement in favour of Vendors pursuant to which Purchaser will
grant a movable hypothec with delivery on the Purchased Shares and the three
million two hundred seventy-four thousand three hundred and forty-eight
(3,274,348) Common Shares issued from treasury of New Roche pursuant to the
Capital Contribution made in section 3(a). Such pledge agreement shall be on
terms and conditions satisfactory to the Parties.
7. Assumed Debt. For greater certainty, in the event any funds paid by
------------
Purchaser to Roche on Closing are used to pay down Assumed Debt, such payment
shall not be reflected as an increase in net book value of New Roche pursuant to
section 2.4 of the Share Purchase Agreement.
8. Representation on Authorized and Issued Capital. The references in the
-----------------------------------------------
second paragraph of Section 3.1.7 of the Share Purchase Agreement to twelve
million eight hundred twenty-three thousand three hundred and thirty-five
(12,823,335) Common Shares shall be substituted with references to twelve
million nine hundred forty-eight thousand seven hundred and eighteen
(12,948,718) Common Shares.
9. Non-Competition Agreements. Notwithstanding anything contained in the Share
--------------------------
Purchase Agreement, the Parties acknowledge that the Non-Competition Agreements
were signed by the parties thereto on dates prior to the Closing Date, the whole
in anticipation of the originally proposed Closing Date.
10. Unconditional Obligation. For greater certainty and notwithstanding the
------------------------
Share Purchase Agreement, the obligation of the Purchaser to make the payments
as instructed in section 5 hereof on the Funding Date and the obligations of ITX
as guarantor (as per the terms of its intervention to promissory notes issued in
accordance herewith) are unconditional and not be subject to counterclaims, set-
offs and other rights and remedies otherwise available to the Purchaser.
11. Confirmation of Conditions to Closing. Vendors hereby confirm the full and
-------------------------------------
complete satisfaction of each of the conditions to Closing for the benefit of
Purchaser stipulated in Section 11.1 of the Share Purchase Agreement. Purchaser
hereby confirms the full and complete satisfaction of each of the conditions to
Closing for the benefit of Vendors set forth in Section 11.2 of the Share
Purchase Agreement.
<PAGE>
-5-
12. Intervention by ITX. The intervention of ITX in the Share Purchase
-------------------
Agreement shall be deemed to be amended by deleting the last two sentences of
the first paragraph thereof, but only to the extent of the obligations and
covenants referred to in sections 2,3 and 4 hereof.
13. Schedule 1.1.46. Schedule 1.1.46 of the Share Purchase Agreement is amended
---------------
and replaced with Schedule A of this Agreement and any reference to Schedule
1.1.46 in the Share Purchase Agreement or in this Agreement shall be deemed a
reference to the Schedule as amended.
14. Other Amendments. The Share Purchase Agreement shall be deemed to be
----------------
amended to the extent necessary to reflect the revised payments, procedures and
conditions herein.
15. Language of Agreement. The Parties acknowledge that it is their express
---------------------
wish that this Agreement and all related documents be prepared in English. Les
parties ont demande que cette convention et tous documents y afferents soient
rediges en langue anglaise.
16. Governing Law. This Agreement shall be governed by and interpreted and
-------------
construed in accordance with the internal Laws presently in force in the
Province of Quebec.
17. Miscellaneous. The Parties hereby confirm that all other interpretive and
-------------
miscellaneous clauses of the Share Purchase Agreement (including Section 14.11
Arbitration) hereby apply to this Agreement, mutatis mutandis.
<PAGE>
-6-
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first
above mentioned.
<TABLE>
<CAPTION>
<S> <C>
IT Holdings Canada, Inc. The Persons listed in Exhibit "A" of the Share
Purchase Agreement
Per:
----------------------------------------
James M. Redwine Per:
Assistant-Secretary ------------------------------------------------------------
Michel Labbe
Their lawful mandatary
</TABLE>
<PAGE>
-7-
Intervention of
The IT Group, Inc.
------------------
For valuable consideration, the receipt and adequacy of which is hereby
acknowledged, The IT Group, Inc. hereby unconditionally and irrevocably
guarantees to and in favour of Vendors the timely performance and fulfillment by
Purchaser of its obligations and covenants under this Agreement.
The IT Group, Inc. acknowledges that Vendors are relying on this guarantee in
connection with the sale of the Purchased Shares under the Agreement and that
Vendors would not have entered into the Agreement without such guarantee.
DATED this 31st day of March, 1999.
The IT Group, Inc.
Per: --------------------------------------------
James M. Redwine
Senior Corporate Counsel and
Assistant Secretary
<PAGE>
-8-
Intervention of
Roche Ltee, Groupe Conseil
--------------------------
Roche Ltee, Groupe Conseil hereby intervenes to this Amendment Agreement to
direct, and confirm the direction to, IT Holdings Canada, Inc. to pay the
Capital Contributions referred to in section 3 of this Agreement in the manner
and to the persons indicated in sections 3 (a) and 5 of this Agreement and that,
upon payment of Capital Contributions referred to in section 3 (a) of this
Agreement, Roche will issue to IT Holdings Canada, Inc. the number of Common
Shares indicated therein and, upon the payments referred to in section 3 (b) to
be made as contemplated in section 5 of this Agreement, Roche will issue to IT
Holdings Canada, Inc. the number of Common Shares referred to in section 3 (b)
of this Agreement.
DATED this 31st day of March, 1999.
Roche Ltee, Groupe Conseil
Per: --------------------------------------------
Michel Labbe
President
<PAGE>
EXHIBIT "A"
-----------
To the Amendment Agreement made on the 31st day of March, 1999, by and between
the Persons listed in Exhibit "A" thereto and IT Holdings Canada, Inc. and
-----------
intervened thereto by The IT Group, Inc. and Roche Ltee, Groupe Conseil.
================================================================================
<TABLE>
<CAPTION>
Vendors
-------
<S> <C>
Jean Beaudoin Benoit Lapierre
Paul-Emile Belanger Andre Lemieux
Daniel Bergeron Yves Lortie
Jean Bernier Dany McCarvill
Pierre Bertrand France Michaud
Christian Berube Marc Morais
Robert Boutet Alain Ostiguy
Pierre Brulotte Yves Petitclerc
Jean Bundock Paul Picard
Marc-Yvan Cote Michel Porlier
Marc Drouin Denis Potvin
Serge Dussault Pierre Rochefort
Jean-Pierre Fau Denis St-Cyr
Andre Giguere Claude Tessier
Michel Gilbert Robert Topping
Sam Hammad Michel Tremblay
Michel Labbe Andre Vachon
Jean-Guy Lajoie Claude Vezina
Jean-Pierre Lambert Gestion Pilac inc.
</TABLE>
