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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1)
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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This Amendment No. 1 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, filed as Exhibit (a)(1) to the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
The responses to Item 10(b), (c) and (f) of the Schedule 14D-1 are hereby
amended and supplemented as follows:
On May 26, 1999, early termination of the 15-day waiting period applicable
to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), was granted by the United States Federal Trade
Commission. Early termination or expiration of the waiting period under the HSR
Act was a condition to the Offer, and such condition has now been satisfied.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 11 is hereby amended and supplemented as follows:
(a)(9) Press Release issued by Parent, dated May 17, 1999, announcing the
commencement of the Offer.(5)
(a)(10) Press Release issued by Parent, dated May 27, 1999, announcing
early termination under the HSR Act.(6)
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(5) Filed as Exhibit 99.3 to the Current Report on Form 8-K filed by Parent on
May 20, 1999, and incorporated herein by reference.
(6) Filed as Exhibit 99.1 to the Current Report on Form 8-K filed by Parent on
May 28, 1999, and incorporated herein by reference.
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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. 1 to
the Schedule 14D-1 is true, complete and correct.
Dated: May 28, 1999
SEISMIC ACQUISITION CORPORATION
By: /s/ James G. Kirk
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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. 1 to
the Schedule 14D-1 is true, complete and correct.
Dated: May 28, 1999
THE IT GROUP, INC.
By: /s/ James G. Kirk
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James G. Kirk
Vice President, General Counsel and
Secretary
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The Schedule 14D-1 is amended and supplemented to include the following
exhibit index:
EXHIBIT INDEX
(a)(1) Offer to Purchase, dated May 17, 1999.
(a)(2) Letter of Transmittal, dated May 17, 1999.
(a)(3) Notice of Guaranteed Delivery, dated May 17, 1999.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees, dated May 17, 1999.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees, dated May 17, 1999.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Summary Advertisement, dated May 17, 1999.
(a)(8) Joint Press Release, dated May 11, 1999, issued by Parent and the
Company.
(a)(9) Press Release issued by Parent, dated May 17, 1999, announcing the
commencement of the Offer. (5)
(a)(10) Press Release issued by Parent, dated May 27, 1999, announcing
early termination under the HSR Act. (6)
(b)(1) Amended and Restated Credit Agreement, dated as of February 25,
1998, among Parent, IT Corporation ("ITC"), a wholly owned subsidiary of Parent,
OHM Corporation ("OHM"), a wholly owned subsidiary of Parent, OHM Remediation
Services Corp. ("OHMRSC"), a wholly owned subsidiary of OHM, Beneco Enterprises,
Inc. ("Beneco"), a wholly owned subsidiary of OHM, and the institutions from
time to time party thereto as Lenders and Issuing Banks (the "Lenders and
Issuing Banks"), Citicorp USA, Inc., as Administrative Agent (the
"Administrative Agent"), BankBoston, N.A., as Documentation Agent (the
"Documentation Agent"), and Royal Bank of Canada and Credit Lyonnais New York
Branch, as Co-Agents (the "Co-Agents").(1)
(b)(2) First Amendment to Credit Agreement, dated as of September 16,
1998, among Parent, ITC, OHM, OHMRSC, Beneco, the Lenders and Issuing Banks, the
Administrative Agent, the Documentation Agent and the Co-Agents.(2)
(b)(3) Second Amendment to Credit Agreement, dated as of October 26, 1998,
among Parent, ITC, OHM, OHMRSC, Beneco, the Lenders and Issuing Banks, the
Administrative Agent, the Documentation Agent and the Co-Agents.(3)
(b)(4) Third Amendment to Credit Agreement, dated as of March 5, 1999,
among Parent, ITC, OHM, OHMRSC, Beneco, the Lenders and Issuing Banks, the
Administrative Agent, the Documentation Agent and the Co-Agents.(4)
(b)(5) Consent to Waiver Letter Agreement, dated as of May 10, 1999, among
Parent, ITC, OHM, OHMRSC, Beneco and the Administrative Agent, individually and
on behalf of the Lenders and Issuing Banks, the Documentation Agent and the Co-
Agents.
(c)(1) Agreement and Plan of Merger, dated as of May 10, 1999, among
Parent, Purchaser and the Company.
(c)(2) Mutual Nondisclosure and Confidentiality Agreement, dated as of
February 10, 1999, between Parent and Raymond James Associates, Inc. on behalf
of the Company.
(d) None.
(e) Not Applicable.
(f) None.
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(1) Filed as Exhibit 99.1 to the Current Report on Form 8-K filed by Parent on
June 18, 1998 and incorporated herein by reference.
(2) Filed as Exhibit (b)(3) to the Tender Offer Statement on Schedule 14D-1
filed by Parent on November 3, 1998 and incorporated herein by reference.
(3) Filed as Exhibit (b)(4) to the Tender Offer Statement on Schedule 14D-1
filed by Parent on November 3, 1998 and incorporated herein by reference.
(4) Filed as Exhibit 10(ii)(4) to the Transition Report on Form 10-K filed by
Parent for the transition period from March 28, 1998 to December 25, 1998 and
incorporated herein by reference.
(5) Filed as Exhibit 99.3 to the Current Report on Form 8-K filed by Parent on
May 20, 1999 and incorporated herein by reference.
(6) Filed as Exhibit 99.1 to the Current Report on Form 8-K filed by Parent on
May 28, 1999 and incorporated herein by reference.
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