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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) May 10, 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 5. Other Events
On May 11, 1999, The IT Group, Inc. ("IT"), a Delaware corporation,
announced that it had entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated May 10, 1999, among IT, Seismic Acquisition Corporation (the
"Purchaser"), a California corporation and a newly formed, wholly owned
subsidiary of IT, and EMCON (the "Company"), a California corporation. The
Merger Agreement provides for the combination of the Purchaser and the Company
in a two-step transaction, the first step involving a cash tender offer (the
"Offer") by the Purchaser for all of the issued and outstanding shares of common
stock, no par value per share (the "Shares"), of the Company at a price of $6.75
per Share, net to each seller in cash, without interest (the "Offer Price"),
followed by the merger (the "Merger") of Purchaser into the Company, with the
Company continuing as the surviving corporation. At the effective time (the
"Effective Time") of the Merger, if Purchaser holds at least 90% of the issued
and outstanding Shares, each remaining Share outstanding (other than certain
excluded and dissenting Shares) will automatically be canceled and converted
into the right to receive the Offer Price in cash. If Purchaser does not hold at
least 90% of the Shares issued and outstanding at the Effective Time (other than
certain excluded and dissenting Shares), each remaining Share outstanding will
automatically be canceled and converted into the right to receive that fraction
of a fully paid and nonassessable share of common stock, par value $0.01 per
share, of IT (the "IT Common Stock") equal to the Conversion Number. The
Conversion Number is equal to a fraction (rounded to the nearest third decimal
point), (a) the numerator of which is equal to $6.75, or any greater amount paid
pursuant to the Offer and (b) the denominator of which is equal to the average
of the closing sales price of a share of IT Common Stock as reported on the New
York Stock Exchange for each of the ten (10) consecutive trading days ending on,
and including, the second trading day immediately preceding the date on which a
final vote of the Company's shareholders on the adoption and approval of the
Merger has been held (the "IT Average Stock Price"). If the IT Average Stock
Price is equal to or less than $12.50, then the Conversion Number will be 0.540.
The Purchaser commenced the Offer on May 17, 1999.
The Offer is subject to certain conditions, including the expiration or
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and there being validly tendered prior to
the Expiration Date and not withdrawn at least 80% of the issued and outstanding
Shares.
The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on Monday, June 14, 1999, unless the Offer is extended.
The Merger Agreement and a copy of each of IT's press releases announcing
the execution of the Merger Agreement and the commencement of the Offer, dated
May 11, 1999 and May 17, 1999, respectively, are filed as exhibits to this
Current Report on Form 8-K.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
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Exhibit No. Description
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*99.1 Agreement and Plan of Merger, dated as of May 10, 1999,
between IT, Seismic and EMCON.
*99.2 Press Release, dated May 11, 1999, announcing the
execution of the Merger Agreement.
99.3 Press Release, dated May 17, 1999, announcing the
commencement of the Offer.
* Incorporated by reference from IT's Schedule 14D-1, filed May 17,
1999.
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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 20, 1999 By: /s/ James Redwine
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James Redwine
Senior Corporate Counsel
and Assistant Secretary
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EXHIBIT INDEX
Exhibit No. Description
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*99.1 Asset Purchase Agreement, dated as of May 10, 1999,
between IT, Seismic and Emcon.
*99.2 Press Release, dated May 11, 1999, announcing the
execution of the Merger Agreement.
99.3 Press Release, dated May 17, 1999, announcing the
commencement of the Offer.
* Incorporated by reference from IT's Schedule 14D-1, filed May 17,
1999.
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EXHIBIT 99.3
Monday May 17, 7:31 am Eastern Time
Company Press Release
SOURCE: The IT Group, Inc.
The IT Group, Inc. Commences Tender Offer for All Outstanding Shares of EMCON
Common Stock
PITTSBURGH, May 17 /PRNewswire/ -- A wholly owned subsidiary of The IT
Group, Inc. (NYSE: ITX) today commenced its previously announced tender offer
for the purchase of all of the issued and outstanding shares of common stock, no
par value (the "Shares"), of EMCON (Nasdaq: MCON) at a price of $6.75 per
Share, net to each tendering shareholder in cash, without interest. The IT Group
plans to acquire EMCON in a two-step transaction. The first step would consist
of a cash tender offer for all of the issued and outstanding Shares at $6.75 per
Share. The second step would be a short form merger with remaining outstanding
Shares converted into the right to receive $6.75 cash per Share, assuming The IT
Group receives at least 90% of the Shares in the tender offer.
In the event The IT Group receives less than 90% of the outstanding Shares
in the tender offer, the balance of the EMCON Shares will be acquired in a
second step merger in which each EMCON Share will be converted into shares of
The IT Group Common Stock at a value of $6.75 per Share. The exchange rate would
be based on the 10 trading day average closing price ending two days prior to
the approval of the merger by the shareholders of EMCON. The exchange rate
contains a floor at a price for The IT Group's Common Stock of $12.50.
The minimum share condition in the tender offer will be 80% of the issued
and outstanding EMCON Shares. The acquisition of EMCON is also subject to
certain customary closing conditions, including receiving required clearances
under the Hart-Scott-Rodino Act. The offer and withdrawal rights of the
shareholders wishing to participate in the tender offer will expire at 12:00
midnight, New York City time, on Monday, June 14, 1999, unless The IT Group
elects to extend the offer (subject to the terms of their agreement with EMCON).
The transaction has been approved by the boards of directors of both companies.
EMCON is a fully integrated environmental consulting, engineering, design,
construction and related outsourcing services firm, serving primarily the
private sector with a focus in the solid waste services market. EMCON has annual
revenues of approximately $150 million, and employs about 1,000 employees in 40
offices throughout the United States. The addition of EMCON establishes The IT
Group as a market leader within the solid waste services sector.
The IT Group, Inc. is a leading provider of diversified, value-added
services, with more than 6,700 employees in more than 80 offices, offering a
full range of consulting, facilities management, engineering and construction
and remediation. The IT Group's common stock and depository 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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MacKenzie Partners, Inc. is acting as information agent and CIBC World
Markets Corp. is acting as dealer manager. Questions and requests for assistance
or copies of the tender offer materials may be directed to MacKenzie Partners,
Inc. by telephoning 1-800-322-2885. Questions concerning the tender offer may
also be directed to CIBC World Markets Corp. by telephoning 212-856-3540.
SOURCE: The IT Group, Inc.
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