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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) December 13, 1999
BTG, Inc.
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(Exact Name of Registrant as Specified in Charter)
Virginia 000-25094 54-1194161
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3877 Fairfax Ridge Road, Fairfax, Virginia 22030
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 383-8000
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On December 13, 1999, the Board of Directors of BTG, Inc. (the
"Company") authorized an amendment to the shareholder rights agreement
previously adopted by the Board on September 16, 1998 (the "Rights Agreement").
As originally adopted, the Rights Agreement permitted Heartland Advisors, Inc.
("Heartland"), a value-oriented investment management firm with approximately
$2.8 billion under management, to acquire up to an additional 50,000 shares of
common stock of the Company, without being deemed an "Acquiring Person" under
the Rights Agreement. As of December 13, 1999, Heartland owned approximately
1,784,900 shares of common stock of the Company (or approximately 20% of the
issued and outstanding shares of common stock of the Company). Pursuant to the
newly adopted amendment, the shareholder ownership threshold for Heartland was
increased to 1,950,000 shares of Company common stock in order to permit
Heartland to make open market purchases of additional shares without being
deemed an "Acquiring Person" under the Rights Agreement.
The First Amendment to the BTG, Inc. Rights Agreement, between the
Company and First Union National Bank as Rights Agent, and the press release
announcing the First Amendment are attached hereto as Exhibits 99.1 and 99.2,
respectively, and are incorporated herein by reference. The foregoing
description of the First Amendment is qualified in its entirety by reference to
Exhibits 99.1 and 99.2.
Item 7. Financial statements, Pro Forma Financial Information and Exhibits
99.1 First Amendment to the BTG, Inc. Rights Agreement dated as of
December 14, 1999 between the Company and first Union National
Bank as Rights Agent.
99.2 Press Release dated December 16, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
BTG, Inc.
Dated: December 23, 1999 By: /s/ Todd A. Stottlemyer
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Name: Todd A. Stottlemyer
Title: Executive Vice President,
Chief Financial Officer
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EXHIBIT 99.1
FIRST AMENDMENT TO THE
BTG, INC. RIGHTS AGREEMENT
This First Amendment to the Rights Agreement ("Agreement") is made this 14th day
of December 1999 by and between BTG, Inc. a Virginia corporation (the
"Company"), and First Union National Bank, a North Carolina banking institution
(the "Rights Agent").
WHEREAS, on September 16, 1998, the Board of Directors of BTG adopted a
Shareholder Rights Plan (the "Plan") to help protect the rights and investment
of the shareholders of BTG; and
WHEREAS, at the time the Plan was entered into Heartland Advisors,
Inc., together with its affiliates and associates ("Heartland"), owned
approximately 19.2% of the outstanding shares of BTG; and
WHEREAS, it was found to be in the best interests of the corporation to
permit Heartland to acquire additional shares of BTG stock without triggering
the separation of certain rights in preferred stock that would otherwise be
triggered; and
WHEREAS, Heartland currently owns an estimated 1,784,900 shares of BTG
stock and desires to acquire additional shares without triggering the special
protective features of the Plan; and
WHEREAS, the Board of Directors has determined that it is in the best
interests of BTG and its shareholders to permit the acquisition of an additional
interest in BTG by Heartland;
NOW, THEREFORE, the parties hereto agree as follows:
The third sentence of subparagraph (a) of Section 1. Certain Definitions, is
hereby deleted and replaced with the following:
Additionally, notwithstanding the foregoing, Heartland Advisors, Inc.
(together with his Affiliates and Associates, "Qualified Exempt
Person") shall not be deemed an "Acquiring Person"; provided, however,
that if after the date hereof, at any time, Qualified Exempt Person
shall become the Beneficial Owner of more than one million nine hundred
and fifty thousand (1,950,000) shares of Common Stock of the Company,
then Exempt Person shall be deemed an "Acquiring Person."
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IN WITNESS WHERE OF, the parties hereto have caused this First Amendment to the
Rights Agreement to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
BTG, Inc.
Attest:
By: /s/ Deborah Fox By: /s/ Edward H. Bersoff
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Name: Deborah Fox Name: Edward H. Bersoff
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Title: Group Vice President Title: President
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First Union National Bank
Attest:
By: /s/ Ted Wiener By: /s/ Victor W. LaTessa
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Name: Ted Wiener Name: Victor W. LaTessa
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Title: Trust Officer Title: Vice President
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EXHIBIT 99.2
BTG TO ALLOW HEARTLAND TO INCREASE HOLDINGS
FAIRFAX, VIRGINIA - DECEMBER 16, 1999 -- THE BOARD OF DIRECTORS OF BTG, INC.
(NASDAQ: BTGI), AN INFORMATION SYSTEMS AND TECHNICAL SERVICES COMPANY, HAS
APPROVED AN AMENDMENT TO ITS SHAREHOLDERS RIGHTS PLAN TO PERMIT THE ACQUISITION
OF ADDITIONAL SHARES OF BTG COMMON STOCK BY HEARTLAND ADVISORS, INC. FROM
APPROXIMATELY 1,825,000 TO 1,950,000 SHARES. HEARTLAND IS A VALUE-ORIENTED
INVESTMENT MANAGEMENT FIRM WITH $2.8 BILLION UNDER MANAGEMENT.
This action permits Heartland Advisors to make open market purchases of
additional shares without being deemed an "Acquiring Person" under BTG's
Shareholder Rights Plan dated September 16, 1998.
Dr. Edward H. Bersoff, Chairman of the BTG Board of Directors, said: "BTG values
our long-term shareholders and the capital they provide us to expand our
business and differentiate ourselves in the marketplace. Heartland Advisors has
been increasing its common stock holdings in the company over the past two years
as BTG has grown our business and improved profitability and liquidity. We are
pleased that they continue to see value in BTG and want to increase their
ownership."
"We seek to invest in equities of small cap companies, and capitalize on the
opportunities presented by undervalued securities," said William J. Nasgovitz,
President, Founder and Portfolio Manager of Heartland Advisors. "BTG has a
market-capitalization-to-revenue ratio of just 20 percent, which is far below
recent valuations in its industry and Heartland Advisors wanted the opportunity
to increase its holdings in BTG."
BTG is an information systems and technical services firm that provides
computer-based solutions for government and commercial clients. The company has
more than 1,400 employees working at offices throughout the United States and in
Europe. Information about BTG is available on the web at www.btg.com, by e-mail
at [email protected], or by calling 703-383-8140.
