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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): November 3, 1998
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FLUOR DANIEL GTI, INC.
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(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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On November 3, 1998, Tiger Acquisition Corporation, a newly formed, wholly
owned subsidiary of International Technology Corporation doing business as The
IT Group, Inc. ("IT Group") announced that it had commenced its previously
announced tender offer for the purchase of all of the issued and outstanding
shares of common stock, par value $.001 (the "Shares") of the Company at a price
of $8.25 per share net to each tendering stockholder in cash, without interest.
The offer is conditioned upon, among other things, (a) there being validly
tendered by the expiration date, and not withdrawn, all of the Shares owned by
Fluor Daniel, Inc., representing approximately 52% of the Shares as of October
30, 1998, and at least a majority of the remaining Shares; and (b) the
expiration or termination of all applicable waiting periods under the Hart-
Scott-Rodino Antitrust Improvement Act of 1976. The offer and withdrawal rights
of stockholders wishing to participate in the tender offer will expire at 12:00
midnight, New York City time, on Wednesday, December 2, 1998, unless Tiger
Acquisition Corporation or IT Group elects (subject to the terms of the merger
agreement with the Company) to extend the offer.
The Board of Directors of the Company, acting on the unanimous
recommendation of a Special Committee of independent directors, has unanimously
determined that the offer is fair to, and in the best interests of the
stockholders of the Company and unanimously recommends that the stockholders
accept the offer and tender all of their Shares.
The merger agreement provides that the offer will be followed by a merger
of the Company with and into Tiger Acquisition Corporation, in which all
remaining outstanding Shares would be converted into the right to receive $8.25
cash per share.
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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/ Walter C. Barber
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Name: Walter C. Barber
Title: President and Chief
Executive Officer
Date: November 3, 1998
