UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Tetra Tech, Inc.
(Name of Issuer)
Common Stock ($0.01 par value per share)
(Title of Class of Securities)
881-62G-103
(CUSIP Number)
Daniel A. Whalen
5866 Ostrander Road
Oakland, CA 94618
510-283-7700
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 11, 1997
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(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: |_|
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Page 1 of 6 Pages
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CUSIP No.: 881-62G-103 Page 2 of 6 Pages
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(1) NAME OF REPORTING PERSON: Daniel A. Whalen
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 468-5636-37
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (7) SOLE VOTING POWER
SHARES 2,802,646
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BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 109,194
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EACH (9) SOLE DISPOSITIVE POWER
REPORTING 2,802,646
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PERSON (10) SHARED DISPOSITIVE POWER
WITH 109,194
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,911,840
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9 %
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
This Statement relates to the common stock, par value $0.01 per share
("Common Stock"), of Tetra Tech, Inc., a Delaware corporation (the "Issuer").
The address of the principal executive offices of the Issuer is 670 North
Rosemead Boulevard, Pasadena, California 91107.
Included in this Statement are the shares of Series A preferred stock, par
value $0.01 per share ("Preferred Stock"), of the Issuer beneficially owned by
Daniel A. Whalen. Each share of Preferred Stock will be automatically converted
into one share of Common Stock upon the filing of an amendment to the
Certificate of Incorporation of the Issuer that increases the number of
authorized shares of Common Stock to an amount sufficient to convert all of the
then-outstanding shares of Preferred Stock (the "Amendment"). The Issuer has
agreed to use commercially reasonable efforts to obtain the stockholder approval
necessary for the Amendment.
Item 2. Identity and Background
(a) Daniel A. Whalen (the "Reporting Person")
(b) Address: 5866 Ostrander Road, Oakland, California 94618
(c) President and Chief Executive Officer of Whalen & Company, Inc.
("WhalenCo") and Whalen Service Corps Inc. ("Whalen Service," and
together with WhalenCo, the "Whalen Companies"), with offices located
at 3675 Mt. Diablo Boulevard, Suite 360, Lafayette, California 94549.
The Whalen Companies assist their clients in the acquisition of sites
for wireless telecommunications facilities.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state
securities laws.
(f) United States
Item 3. Source and Amount of Funds or Other Consideration
(a) Pursuant to the Agreement and Plan of Reorganization among the Issuer,
the Whalen Companies, and the stockholders of the Whalen Companies
dated June 11, 1997 (the "Agreement"), the Whalen Companies were
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merged with and into the Issuer. The stock of the Whalen Companies was
converted into a right to receive 1,680,000 shares of Common Stock,
1,231,840 shares of Preferred Stock and other good and valuable
consideration.
(b) Pursuant to the Agreement, the size of the board of directors of the
Issuer was increased to five members and Daniel A. Whalen was elected
as a director.
(c) Beneficial ownership of 1,617,000 shares of Common Stock is obtained
through the direct ownership of such shares by the Reporting Person.
(d) Beneficial ownership of 63,000 shares of Common Stock is derived from
the reporting Person's position as co-trustee of six trusts
established for the benefit of the Reporting Person's children. Each
trust owns 10,500 shares of Common Stock.
(e) Beneficial ownership of 1,185,646 shares of Common Stock is derived
through the direct ownership of 1,185,646 shares of Preferred Stock by
the Reporting Person. Such shares of Preferred Stock are convertible
into shares of Common Stock in the manner described in Item 1 above.
(f) Beneficial ownership of 46,194 shares of Common Stock is derived from
the reporting Person's position as co-trustee of six trusts
established for the benefit of the Reporting Person's children. Each
trust owns 7,699 shares of Preferred Stock. Such shares of Preferred
Stock are convertible into shares of Common Stock in the manner
described in Item 1 above.
Item 4. Purpose of Transaction
The information set forth in the response to Item 3 above is incorporated
herein by reference.
Item 5. Interest in Securities of the Issuer
The response to Item 3 is incorporated herein by reference. Pursuant to
Rule 13d-3 of the Securities Exchange Act of 1934, as amended, the Reporting
Person is deemed to beneficially own 2,911,840 shares of Common Stock which
constitutes approximately 17.9% of the 16,245,913 shares of Common Stock
outstanding. The number of shares of Common Stock outstanding is the sum of the
shares (i) represented to be outstanding by the Issuer in the Agreement and (ii)
issued pursuant to the Agreement.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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The information set forth in the responses to Items 3 and 4 above is
incorporated herein by reference.
Item 7. Material to be filed as Exhibits
Not applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: June 23, 1997
DANIEL A. WHALEN
/s/ Daniel A. Whalen
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