UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
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)
December 22, 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
<PAGE>
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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 None
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BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 3,639,795
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EACH (9) SOLE DISPOSITIVE POWER
REPORTING None
----------------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
WITH 3,639,795
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,639,795
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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)
16.3%
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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 Amendment No. 1 amends and supplements the statement on Schedule 13D
dated June 23, 1997 (the "Statement") and relates to the common stock, par value
$0.01 per share (the "Common Stock"), of Tetra Tech, Inc., a Delaware
corporation (the "Issuer") beneficially owned by Daniel A. Whalen. The address
of the principal executive offices of the Issuer is 670 North Rosemead
Boulevard, Pasadena, California 91107.
Included in this Statement were the shares of Series A preferred stock,
par value $0.01 per share (the "Preferred Stock"), of the Issuer beneficially
owned by Daniel A. Whalen. Each share of Preferred Stock was automatically
converted into one share of Common Stock upon the filing of an amendment to the
Certificate of Incorporation of the Issuer that increased 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
obtained the stockholder approval necessary for the Amendment and filed the
Amendment on October 28, 1997. The Issuer declared a five-for-four stock split
to its stockholders of record on November 14, 1997, payable on December 1, 1997
(the "Stock Split"). The stock split was accomplished by paying a 25% stock
dividend.
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.
The Reporting Person is also the Executive Vice President -
Telecommunications and a director of the Issuer.
(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
<PAGE>
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 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. Upon the filing of the
Amendment, each share of Preferred Stock was converted into one
share of Common Stock.
(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) On June 11, 1997, the Reporting Person contributed all of the
shares of Common Stock and Preferred Stock then owned by the
Reporting Person to the Whalen Family Trust, a revocable trust in
which the Reporting Person serves as co-trustee (the "Revocable
Trust").
(d) Pursuant to the Amendment, 1,231,840 shares of Preferred Stock
beneficially owned by the Reporting Person were automatically
converted into 1,231,840 shares of Common Stock.
(e) Pursuant to the Stock Split, 727,960 shares of Common Stock were
issued to the Revocable Trust and six trusts established for the
benefit of the Reporting Person's children (the "Family Trusts").
The Reporting Person is a co-trustee of each of the Family Trusts.
(f) On December 22, 1997, the Revocable Trust transferred 500,000
shares of Common Stock to the Whalen 1997 Charitable Remainder
Unitrust established for estate planning purposes (the "CRT"). The
Reporting Person serves as a co-trustee of the CRT.
(g) Beneficial ownership of 3,003,307 shares of Common Stock is
derived from the Reporting Person's position as co-trustee of the
Revocable Trust. The Revocable Trust owns 3,003,307 shares of
Common Stock.
(h) Beneficial ownership of 136,488 shares of Common Stock is derived
from the Reporting Person's position as co-trustee of the Family
Trusts. Each trust owns 22,748 shares of Common Stock.
(i) Beneficial ownership of 500,000 shares of Common Stock is derived
from the Reporting Person's position as co-trustee of the CRT. The
CRT owns 500,000 shares of Common Stock.
<PAGE>
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 3,639,795 shares of Common Stock which
constitutes approximately 16.3% of the 22,301,912 shares of Common Stock
outstanding. The number of shares of Common Stock outstanding is based on the
Issuer's Form 10-Q filed on February 10, 1998.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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: February 17, 1998
DANIEL A. WHALEN
/s/ Daniel A. Whalen
