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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
-----------
The Earth Technology Corporation (USA)
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
270315
- --------------------------------------------------------------------------------
(CUSIP Number)
Kevin C. Uebelien, Prudential Equity Investors, Inc.
8 Campus Drive, 4th Floor, Arbor Cirlcle South, Parsippany, NJ 07054
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 22, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filled
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 270315 PAGE 2 OF 16 PAGES
---------------------- --- ----
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Prudential Venture Partners II
2 Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
3 SEC Use Only
4 Source of Funds*
00
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
[ ]
2(d) or 2(e)
6 Citizenship or Place of Organization
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain [ ]
Shares*
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AN THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 270315 PAGE 3 OF 16 PAGES
---------------------- --- ----
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Prudential Equity Investors, Inc.
2 Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
3 SEC Use Only
4 Source of Funds*
00
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
[ ]
2(d) or 2(e)
6 Citizenship or Place of Organization
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain [ ]
Shares*
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AN THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 270315 PAGE 4 OF 16 PAGES
---------------------- --- ----
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Prudential Insurance Company of America
2 Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
3 SEC Use Only
4 Source of Funds*
00
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
[ ]
2(d) or 2(e)
6 Citizenship or Place of Organization
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain [ ]
Shares*
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AN THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 270315 PAGE 5 OF 16 PAGES
---------------------- --- ----
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Cornerstone Equity Investors, L.L.C.
2 Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
3 SEC Use Only
4 Source of Funds*
00
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
[ ]
2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain [ ]
Shares*
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AN THE SIGNATURE ATTESTATION.
<PAGE>
PAGE 6 OF 16 PAGES
ITEM
1. SECURITY AND ISSUER.
-------------------
This statement (this "Statement") relates to the common stock, par value
$.10 per share (the "Common Stock"), of The Earth Technology Corporation (USA)
(the "Issuer"). The principal executive office of the Issuer is 100 West
Broadway, Suite 5000, Long Beach, California 90802.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
(a) This Statement constitutes the Transaction Statement on Schedule 13D
of (i) Prudential Venture Partners II, a New York limited partnership ("PVP"),
(ii) Prudential Equity Investors, Inc., a New York corporation and the sole
general partner of PVP ("PEI"), (iii) The Prudential Insurance Company of
America, a New Jersey corporation ("PIC") and (iv) Cornerstone Equity Investors,
L.L.C., a Delaware limited liability company ("Cornerstone") and investment
advisor to PVP (collectively, the "Reporting Persons"), with respect to the
disposition by the Reporting Persons of 729,804 shares of Common Stock of the
Issuer on January 22, 1996 in connection with the tender offer by T1 Acquisition
Corp. ("T1") for all of the outstanding shares of Common Stock of the Issuer.
Information with respect to each of the Reporting Persons is given
solely by such Reporting Person, and no Reporting Person has responsibility for
the accuracy or completeness of the information supplied by another Reporting
Person. By its signature on this Statement, each Reporting Person agrees that
this statement is filed on behalf of such Reporting Person.
Certain information required by Item 2 concerning directors and
executive officers of PEI and PIC and members of Cornerstone is set forth on
Schedule A hereto, which Schedule A is incorporated herein by reference.
The Reporting Persons may be deemed to constitute a "group" for purposes
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Act"). The Reporting Persons disclaim that they have agreed to act as a group
other than as described in this Statement.
(b) The address of the principal business office of each Reporting
Person is as follows:
Reporting Person Address
-------
PVP and PEI 8 Campus Drive
4th Floor, Arbor Cirlce
Parsippany, NJ 07054
PIC 8 Campus Drive
4th Floor, Arbor Cirlce
Parsippany, NJ 07054
Cornerstone 717 Fifth Avenue
New York, New York 10022
(c) PVP is a limited partnership engaged in the business of venture
capital investment. PEI is the sole general partner of PVP. PEI is a management
company and an indirect, wholly-owned subsidiary of PIC. PIC is an insurance
company. Cornerstone serves as an investment advisor to PVP and in such capacity
has the power to control the voting and disposition of the Common Stock owned by
PVP.
(d) During the past five years, none of the Reporting Persons, and to
the knowledge of each Reporting Person, none of the executive officers or
directors of such Reporting Persons, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
<PAGE>
Page 7 of 16 Pages
(e) During the past five years, none of the Reporting Persons, and to
the knowledge of each Reporting Person, none of the executive officers or
directors of such Reporting Person, has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) PVP is a New York limited partnership. PEI is a New York
corporation. PIC is a New Jersey corporation. To the knowledge of PEI and PIC,
each executive officer and director of such Reporting Person is a citizen of the
United States, except that Mr. Thomson, a director of PIC, is a citizen of
Canada. Cornerstone is a Delaware limited liability company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
N/A
ITEM 4. PURPOSE OF TRANSACTION
----------------------
The Reporting Persons disposed of 729,804 shares of Common Stock of
the Issuer pursuant to a tender offer by T1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
The Reporting Persons no longer have any interest in securities of the
Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
--------------------------------------------------------------
RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
---------------------------------
Exhibit I - Joint Filing Agreement, dated February 14, 1997 among
Prudential Venture Partners II, Prudential Equity
Investors, Inc., Prudential Insurance Company of America
and Cornerstone Equity Investors, L.L.C.
<PAGE>
Page 8 of 16 Pages
Signature
---------
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: February 14, 1997
PRUDENTIAL VENTURE PARTNERS II
By: Prudential Equity Investors, Inc.
Its: General Partner
By: /s/ Kevin C. Uebelien
---------------------
Name:Kevin C. Uebelien
Title:
PRUDENTIAL EQUITY INVESTORS, INC.
By:/s/ Kevin C. Uebelien
---------------------
Name:Kevin C. Uebelien
Title:President
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
By:/s/ Kevin C. Uebelien
---------------------
Name:Kevin C. Uebelien
Title:Vice President
CORNERSTONE EQUITY INVESTORS, L.L.C.
By:/s/ Mark Rossi
--------------
Name:Mark Rossi
Title:Member
<PAGE>
Page 9 of 16 Pages
EXHIBIT INDEX
-------------
EXHIBIT NO. EXHIBIT NAME PAGE NO.
- ----------- ------------ --------
I Joint Filing Agreement dated as of February
14, 1997 by and among Prudential Venture Partners
II, Prudential Equity Investors, Inc., The
Prudential Insurance Company of America and
Cornerstone Equity Investors, L.L.C.
<PAGE>
Page 10 of 16 Pages
SCHEDULE A
Additional information required by Item 2 of Schedule 13D.
Set forth below is the name and business address of each executive
officer or director of PEI and
PIC.
DIRECTORS AND EXECUTIVE OFFICERS OF PRUDENTIAL EQUITY INVESTORS, INC.
---------------------------------------------------------------------
Directors*
---------
Mary Jane Flaherty
John R. Strangfeld
James W. Stevens
Kevin C. Uebelein
Executive Officers*
------------------
Kevin C. Uebelein
Peter Eckert
*The business address of each officer and director listed above is c/o,
8 Campus Drive 4th Floor, Arbor Circle South Parsippany, NJ 07054. The
principal occupation of each officer named above is as an employee of PIC.
<PAGE>
Page 11 of 16 Pages
DIRECTORS AND EXECUTIVE OFFICERS OF
-----------------------------------
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
-------------------------------------------
Directors
- ---------
Name Principal Occupation Title Address
- -------------------------------------------------------------------------------
Franklin E. Agnew Business Consultant USX Tower
Suite 660
600 Grant Street
Pittsburgh, PA 15219
Frederic K. Becker President Wilentz Goldman & Spitzer
90 Woodbridge Center Drive
Suite 900
Woodbridge, NJ 07095
William W. Boeschenstein Former Chairman & CEO Owens-Corning Fiberglas
Corporation
One Seagate, Suite 1530
Toledo, OH 43604
Lisle C. Carter, Jr. Former Senior Vice The Prudential Insurance
President and General Company of America
Counsel, United Way of Prudential Plaza
America 751 Broad Street
Newark, NJ 07102
James G. Cullen Vice Chairman Bell Atlantic Corp.
1310 North Court House Road
11th Floor
Arlington, VA 22201
Carolyne K. Davis Health Care Advisor Ernst & Young
1225 Connecticut Avenue, NW
Washington, DC 20036
Roger A. Enrico Chief Executive PepsiCo
Officer 700 Anderson Hill Road
Purchase, NY 10577
Allan D. Gilmour Former Vice Chairman, The Prudential Insurance
Ford Motor Company Company of America
751 Broad Street
Newark, NJ 07102
<PAGE>
Page 12 of 16 Pages
Name Principal Occupation Title Address
- --------------------------------------------------------------------------------
William H. Gray III President and CEO United Negro College Fund, Inc.
8260 Willow Oaks Corp. Drive
P.O. Box 10444
Fairfax, VA 22031-4511
Jon F. Hanson Chairman Hampshire Management
Company
235 Moore Street, Suite 200
Hackensack, NJ 07601
Constance J. Horner Guest Scholar The Brookings Institution
1775 Massachusetts Avenue, NW
Washington, DC 20036-2188
Allen F. Jacobson Former Chairman and CEO Minnesota Mining &
Manufacturing (3M)
3050 Minnesota World Trade
Center, 30 Seventh Street
East
St. Paul, MN 55101-4901
Burton G. Malkiel Professor Princeton University
Dept. of Economics
110 Fisher Hall
Prospect Avenue
Princeton, NJ 08544-1021
Arthur F. Ryan Chairman, CEO and
President The Prudential Insurance
Company of America
751 Broad Street
Newark, NJ 07102
Charles R. Sitter Former President Exxon Corporation
5959 Las Colinas Boulevard
Irving, TX 75039-2298
Donald L. Staheli Chairman and CEO Continental Grain Company
277 Park Avenue
New York, NY 10172
Richard M. Thomson Chairman and CEO The Toronto-Dominion Bank
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario
Canada M5K 1A2
<PAGE>
Page 13 of 16 Pages
Name Principal Occupation Title Address
- -------------------------------------------------------------------------------
James A. Unruh Chairman and CEO Unisys Corporation
Township Line and Union
Meeting Roads
P.O. Box 500
Blue Bell, PA 19424-0001
P. Roy Vagelos, M.D. Former Chairman and CEO Merck & Co., Inc.
One Crossroads Drive
Building A, 3rd Floor
Bedminster, NJ 07921
Stanley C. Van Ness, Esq.Counselor at Law Picco Herbert Kennedy
One State Street Square
Suite 1000
Trenton, NJ 08607-1388
Paul A. Volcker Chairman and CEO Bankers Trust Co., Inc.
599 Lexington Avenue
New York, NY 10022
Joseph H. Williams Director The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
Executive Officers
------------------
Arthur F. Ryan Chairman of the Board, The Prudential Insurance
Chief Executive Officer Company of America
and President Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
E. Michael Caulfield Chief Executive Officer,The Prudential Insurance
Money Management Company of America
Group Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
Mark B. Grier Chief Financial Officer The Prudential Insurance
Company of America
Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
<PAGE>
Page 14 of 16 Pages
Name Principal Occupation Title Address
- -------------------------------------------------------------------------------
John V. Scicutella Operations and Systems The Prudential Insurance
Executive Officer Company of America
Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
John Strangfeld President, Private Asset The Prudential Insurance
Management Group Company of America
Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
William F. Yelverton Chief Executive Officer, The Prudential Insurance
Individual Insurance Company of America
Group Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
<PAGE>
Page 15 of 16 Pages
MEMBERS OF CORNERSTONE
----------------------
Name Principal Occupation Title Address
- -------------------------------------------------------------------------------
Robert Knox Senior Managing Director Cornerstone Equity Investors,
L.L.C.
717 Fifth Avenue
New York, NY 10022
Dana O'Brien Senior Managing Director Cornerstone Equity Investors,
L.L.C.
717 Fifth Avenue
New York, NY 10022
Mark Rossi Senior Managing Director Cornerstone Equity Investors,
L.L.C.
717 Fifth Avenue
New York, NY 10022
<PAGE>
Page 16 of 16 Pages
Exhibit I
AGREEMENT RE JOINT FILING OF
SCHEDULE 13D
____________
The undersigned agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to
which this Exhibit is attached, and such Schedule 13D is filed on behalf of each
of them; and
(ii) Each of them is responsible for the timely filing of such Schedule
13D and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Date: February 14, 1997
PRUDENTIAL VENTURE PARTNERS II
By: Prudential Equity Investors, Inc.
Its: General Partner
By:/s/ Kevin C. Uebelien
---------------------
Name:Kevin C. Uebelien
Title:President
PRUDENTIAL EQUITY INVESTORS, INC.
By:/s/ Kevin C. Uebelien
---------------------
Name:Kevin C. Uebelien
Title:President
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
By:/s/ Kevin C. Uebelien
---------------------
Name:Kevin C. Uebelien
Title:Vice President
CORNERSTONE EQUITY INVESTORS, L.L.C.
By:/s/ Mark Rossi
--------------
Name:Mark Rossi
Title:Member
