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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 28, 1998
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FLUOR DANIEL GTI, INC.
(Exact name of Registrant as Specified in Charter)
DELAWARE 0-015067 02-0324047
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(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
100 River Ridge Drive, Norwood, Massachusetts 02062
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 769-7600
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No change since last report
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(Former name or address, if changed since last report)
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Item 5. Other Events.
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Fluor Daniel GTI, Inc. (the "Company") issued the press release
attached as Exhibit 99.1. The transaction described is structured as a cash
tender offer for all outstanding shares of the Company's Common Stock.
Item 7. Exhibits.
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99.1 Press release dated October 28, 1998.
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SIGNATURE
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 thereunto duly authorized.
FLUOR DANIEL GTI, INC.
By: /S/ Anne Nolan
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Name: Anne Nolan
Title: Vice President of
Business Administration
Date: October 28, 1998
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EXHIBIT INDEX
Exhibit Number Description
99.1 Press Release of the Company dated October 28, 1998.
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Exhibit 99.1
Contact: Rick Maslin Lila Churney
Media Relations Investor Relations
(949) 975-3967 (949) 975-3909
FLUOR DANIEL TO SELL ITS GTI ENVIRONMENTAL BUSINESS
TO THE IT GROUP
IRVINE, Calif., October 28, 1998 - Fluor Daniel, the principal subsidiary of
Fluor Corporation (NYSE:FLR), and Fluor Daniel GTI (NASDAQ:FDGT) announced today
that they have entered into an agreement with The IT Group (NYSE:ITX) that will
result in the sale of Fluor Daniel GTI (FDGTI), its Massachusetts-based
environmental company, to The IT Group (IT). Under terms of the agreement, IT
will acquire all outstanding shares in FDGTI for $8.25 per share, in cash,
including the 4.4 million shares, or approximately 52 percent, owned by Fluor
Daniel. Fluor Corporation will realize $36.3 million in proceeds from the
transaction with no material earnings impact.
Jim Stein, Fluor Daniel president and chief operating officer, said,
"We believe that this transaction with IT is in the best interests of Fluor
Corporation and its shareholders due to broad-based consolidation in the
environmental market."
Fluor Daniel acquired its stake in FDGTI, formerly Groundwater
Technology, Inc., in May 1996, to assist clients in solving problems with
contaminated soil, water and air.
IT (NYSE:ITX) is a leading diversified services company offering a full
range of consulting, facilities management and engineering & construction
services in the environmental remediation industry. The IT Group's common stock
and depositary shares are traded on the New York Stock Exchange under the
symbols ITX and ITXpr, respectively.
FDGTI (NASDAQ:FDGT) is a leading environmental engineering, consulting
and remediation firm with 1,200 employees in offices throughout North America,
Europe and Australia. The company has been a pioneer in the application of new
technologies to provide increasingly cost-effective solutions for contaminated
soil and groundwater.
Fluor Daniel, the principal subsidiary of Fluor Corporation (NYSE:FLR),
is a leading engineering, construction, maintenance and diversified services
company, with more than 50 offices worldwide.
