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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): June 8, 2000
GTS Duratek, Inc.
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(Exact name of registrant as specified in its
charter)
Delaware 0-14292 22-2476780
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
10100 Old Columbia Road, Columbia, Maryland 21046
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 312-5100
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(Former name or former address, if changed since last report)
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GTS DURATEK, INC.
Item 2. Acquisition or Disposition of Assets.
On June 8, 2000, GTS Duratek, Inc. ("GTS Duratek") acquired the
nuclear services business of Waste Management, Inc. ("WMI"). The acquisition was
effected as the purchase of all of the outstanding capital stock of Waste
Management Federal Services, Inc. ("WMFS") from Rust International, Inc.
("Rust") and all of the outstanding membership interests of Chem-Nuclear
Systems, LLC ("Chem-Nuclear") from Chemical Waste Management Inc. ("CWM") and
CNS Holdings, Inc. ("CNS"). Each of Rust, CWM and CNS are indirect subsidiaries
of WMI. The purchase price was $65 million in cash, consisting of $55 million in
cash at closing and $10 million additional cash consideration upon the
satisfaction of certain post closing conditions. The purchase price is also
subject to certain post closing adjustments.
The acquired business, known as Waste Management Nuclear Services
("WMNS"), provides low-level radioactive waste management services for the
commercial industry and the federal government. WMNS consists primarily of three
operating segments: (i) the Federal Services Division which provides radioactive
waste handling, transportation, treatment, packaging, storage, disposal, site
cleanup and project management services primarily for the U.S. Department of
Energy ("DOE") and other federal agencies; (ii) the Commercial Services Division
which provides radioactive waste handling, transportation, licensing, packing,
disposal and decontamination and decommissioning services primarily to nuclear
utilities; and (iii) the Commercial Disposal Division which operates a
commercial low-level radioactive waste disposal facility at Barnwell, South
Carolina. GTS Duratek generally intends to continue the business of WMNS and to
use the assets and facilities of WMNS for essentially the same purposes as they
were used prior to the acquisition.
GTS Duratek financed the purchase price principally from borrowings
under its credit facility, which it amended and restated in connection with the
acquisition of WMNS. The amended and restated credit facility is a $135 million
facility and includes a $45 million revolving line of credit, based on the
amount of eligible accounts receivable, to refinance existing indebtedness and
to fund working capital requirements, and two term loans totaling $90 million to
refinance existing indebtedness and to finance the acquisition of WMNS.
Borrowings under the credit facility bear interest at a floating rate based on
either LIBOR or a "base rate," plus margins which are subject to adjustment
after six months based upon GTS Duratek's leverage ratio at the time.
Substantially all of GTS Duratek's assets, excluding real property and
inventory, are pledged as collateral under the credit facility. The credit
facility has a five year term, except that one of the term loans matures in six
and a half years.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) and (b) Financial Statements and Pro Forma Financial Information.
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It is impracticable to provide the required financial statements of
WMFS and Chem-Nuclear and the pro forma financial information required by this
Item 7 of Form 8-K at this time. The required financial statements and the pro
forma financial information will be filed within 60 days of the due date for the
filing of this report, in accordance with Item 7(a)(4) of Form 8-K, and in no
event later than August 22, 2000.
(c) Exhibits
99.1 GTS Duratek, Inc. Press Release dated June 9, 2000.
99.2 Purchase Agreement by and among Chemical Waste Management Inc.,
Rust International, Inc., CNS Holdings, Inc. and GTS Duratek,
Inc. dated March 29, 2000.
99.3 Amendment No. 1 to Purchase Agreement and Disclosure Letter by
and among Chemical Waste Management Inc., Rust International,
Inc., CNS Holdings, Inc. and GTS Duratek, Inc. dated June 8,
2000.
99.4 Second Amended and Restated Credit Agreement dated as of June
8, 2000 by and among GTS Duratek, Inc., GTS Duratek Bear Creek,
Inc., GTS Duratek Colorado, Inc., Hittman Transport Services,
Inc., GTS Instrument Services, Incorporated, General Technical
Services, Inc., GTSD Sub III, Inc., GTSD Sub IV, Inc., Frank W.
Hake Associates LLC, Chem-Nuclear Systems L.L.C., Waste
Management Federal Services, Inc., Waste Management Federal
Services of Idaho, Inc., Waste Management Federal Services of
Hanford, Inc., Waste Management Technical Services, Inc., Waste
Management Geotech, Inc., the Lenders party thereto, First
Union National Bank, as Administrative Agent, Credit Lyonnais
New York Branch, as Documentation Agent, Fleet National Bank,
as Syndication Agent, and First Union Securities, Inc., as Lead
Arranger and Book Manager.
99.5 Second Amended and Restated Security Agreement dated as of June
8, 2000 made by GTS Duratek, Inc., GTS Duratek Bear Creek,
Inc., GTS Duratek Colorado, Inc., Hittman Transport Services,
Inc., GTS Instrument Services, Incorporated, General Technical
Services, Inc., GTSD Sub III, Inc., GTSD Sub IV, Inc., Frank W.
Hake Associates, L.L.C., Chem-Nuclear Systems, L.L.C., Waste
Management Federal Services, Inc., Waste Management Federal
Services of Idaho, Inc., Waste Management Federal Services of
Hanford, Inc., Waste Management Technical Services, Inc., Waste
Management Geotech, Inc., and First Union National Bank, as
Collateral Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GTS DURATEK, INC.
Date: June 21, 2000 By: /s/ Craig T. Bartlett
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Craig T. Bartlett
Treasurer
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INDEX TO EXHIBITS
Exhibit
Number Exhibit Description Page
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99.1 GTS Duratek, Inc. Press Release dated June 9, 2000.
99.2 Purchase Agreement by and among Chemical Waste Management
Inc., Rust International, Inc., CNS Holdings, Inc. and
GTS Duratek, Inc. dated March 29, 2000.
99.3 Amendment No. 1 to Purchase Agreement and Disclosure Letter
by and among Chemical Waste Management Inc., Rust
International, Inc., CNS Holdings, Inc. and GTS Duratek, Inc.
dated June 8, 2000.
99.4 Second Amended and Restated Credit Agreement dated as of
June 8, 2000 by and among GTS Duratek, Inc., GTS Duratek
Bear Creek, Inc., GTS Duratek Colorado, Inc., Hittman
Transport Services, Inc., GTS Instrument Services,
Incorporated, General Technical Services, Inc., GTSD Sub III,
Inc., GTSD Sub IV, Inc., Frank W. Hake Associates LLC,
Chem-Nuclear Systems L.L.C., Waste Management Federal
Services, Inc., Waste Management Federal Services of
Idaho, Inc., Waste Management Federal Services of
Hanford, Inc., Waste Management Technical Services, Inc.,
Waste Management Geotech, Inc., the Lenders party thereto,
First Union National Bank, as Administrative Agent, Credit
Lyonnais New York Branch, as Documentation Agent, Fleet
National Bank, as Syndication Agent, and First Union
Securities, Inc., as Lead Arranger and Book Manager.
99.5 Second Amended and Restated Security Agreement dated as
of June 8, 2000 made by GTS Duratek, Inc., GTS Duratek
Bear Creek, Inc., GTS Duratek Colorado, Inc., Hittman
Transport Services, Inc., GTS Instrument Services,
Incorporated, General Technical Services, Inc., GTSD
Sub III, Inc., GTSD Sub IV, Inc., Frank W. Hake Associates,
L.L.C., Chem-Nuclear Systems, L.L.C., Waste Management Federal
Services, Inc., Waste Management Federal Services of
Idaho, Inc., Waste Management Federal Services of Hanford,
Inc., Waste Management Technical Services, Inc., Waste
Management Geotech, Inc., and First Union National Bank,
as Collateral Agent.
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