-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J0ZJZJvwpyhiLqmIGUNnhhtPXwzmNQ65kjKDlzz9A1dHEjCd0jEcVyZEXb8RJ8rk ihXkwD6pjVTs9E2+Xif2Bw== 0000898430-98-004288.txt : 19981204 0000898430-98-004288.hdr.sgml : 19981204 ACCESSION NUMBER: 0000898430-98-004288 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981203 GROUP MEMBERS: INTERNATIONAL TECHNOLOGY CORP GROUP MEMBERS: TIGER ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLUOR DANIEL GTI INC CENTRAL INDEX KEY: 0000795579 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 020324047 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-37965 FILM NUMBER: 98763766 BUSINESS ADDRESS: STREET 1: 100 RIVER RIDGE DR CITY: NORWOOD STATE: MA ZIP: 02062 BUSINESS PHONE: 6177697600 FORMER COMPANY: FORMER CONFORMED NAME: GROUNDWATER TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL TECHNOLOGY CORP CENTRAL INDEX KEY: 0000731190 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 330001212 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 2790 MOSSIDE BLVD CITY: MONROEVILLE STATE: PA ZIP: 15146 BUSINESS PHONE: 4123727701 MAIL ADDRESS: STREET 1: 2790 MOSSIDE BLVD CITY: MONROEVILLE STATE: PA ZIP: 15146 SC 14D1/A 1 SCHEDULE 14D-1, AMENDMENT 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 14D-1 (AMENDMENT NO. 3) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 FLUOR DANIEL GTI, INC. (Name of Subject Company) INTERNATIONAL TECHNOLOGY CORPORATION TIGER ACQUISITION CORPORATION (Bidder) Common Stock, par value $.001 per share (Title of Class of Securities) 34386C 10 6 (CUSIP Number of Class of Securities) ANTHONY J. DELUCA CHIEF EXECUTIVE OFFICER AND PRESIDENT INTERNATIONAL TECHNOLOGY CORPORATION 2790 MOSSIDE BOULEVARD MONROEVILLE, PENNSYLVANIA 15146-2792 (412) 372-7701 (Name, Address and Telephone Number of Person Authorizing to Receive Notices and Communications on Behalf of Bidder) COPIES TO: PETER F. ZIEGLER GORDON H. HAYES, JR., ESQ. GIBSON, DUNN & CRUTCHER LLP TESTA HURWITZ & THIBEAULT LLP 333 S. GRAND AVENUE HIGH STREET TOWER LOS ANGELES, CALIFORNIA 90071 125 HIGH STREET (213) 229-7000 BOSTON, MASSACHUSETTS 02110 (617) 248-7000 CALCULATION OF FILING FEE ================================================================================ TRANSACTION VALUATION AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $69,397,069.50* $13,885** - -------------------------------------------------------------------------------- * For purposes of fee calculation only. The total transaction value is based on 8,411,766 Shares, the number of shares for which the Offer (as defined herein) is made, multiplied by the offer price of $8.25 per Share. ** The amount of the filing fee calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934 equals 1/50 of 1% of the value of the Shares to be purchased. [_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount previously paid: Not applicable Filing party: Not applicable Form or registration no.: Not applicable Date filed: Not applicable SCHEDULE 14D-1 - ----------------------- CUSIP NO. 34386C 10 6 - ----------------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO.S OF ABOVE PERSONS INTERNATIONAL TECHNOLOGY CORPORATION: I.R.S. NO.: 33-0001212 TIGER ACQUISITION CORPORATION: I.R.S. NO.: 25-1820341 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS SC, BK AND AF - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION INTERNATIONAL TECHNOLOGY CORPORATION - INCORPORATED IN THE STATE OF DELAWARE TIGER ACQUISITION CORPORATION - INCORPORATED IN THE STATE OF DELAWARE - ------------------------------------------------------------------------------ 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON INTERNATIONAL TECHNOLOGY CORPORATION - INDIRECTLY 7,998,015 TIGER ACQUISITION CORPORATION - DIRECTLY 7,998,015 - ------------------------------------------------------------------------------ 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_] N/A - ------------------------------------------------------------------------------ 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) APPROXIMATELY 95.1% - ------------------------------------------------------------------------------ 10 TYPE OF REPORTING PERSON INTERNATIONAL TECHNOLOGY CORPORATION - CO TIGER ACQUISITION CORPORATION - CO - ------------------------------------------------------------------------------ This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1, dated November 3, 1998, as amended (the "Schedule 14D-1"), of Tiger Acquisition Corporation, a Delaware corporation ("Purchaser"), and International Technology Corporation, a Delaware corporation doing business as The IT Group, Inc. ("Parent"), filed in connection with Purchaser's offer to purchase all issued and outstanding shares (each a "Share") of Common Stock, par value $.001 per Share, of Fluor Daniel GTI, Inc., a Delaware corporation (the "Company"), as set forth in the Schedule 14D-1. All capitalized terms not defined herein have the meanings given to them in the Offer to Purchase (the "Offer to Purchase") filed as Exhibit (a)(1) to the Schedule 14D-1. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The response to Item 6 is hereby amended and supplemented as follows: "At 12:00 midnight New York City time, on Wednesday, December 2, 1998, the Offer expired. Based on preliminary information provided by the Depositary for the Offer, Parent reported that as of the expiration of the Offer, 7,998,015 Shares were properly tendered and not withdrawn pursuant to the Offer. Purchaser has accepted for payment, and has notified the Depositary to promptly pay for, 7,998,015 Shares at the purchase price of $8.25 per Share in cash. As a result of the consummation of the Offer, Purchaser owns approximately 95.1% of the Shares. Pursuant to the Merger Agreement, Parent intends to complete the merger of Purchaser with and into the Company, with the Company continuing as the surviving corporation." ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. The response to Item 11 is hereby amended and supplemented as follows: (a)(9) Press release dated December 3, 1998 announcing the expiration of the Offer, the acceptance for payment of the Shares and the plan to consummate the merger 2 SIGNATURE After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Amendment to the Tender Offer Statement is true, complete and correct. Dated: December 3, 1998 TIGER ACQUISITION CORPORATION By /s/ James G. Kirk ----------------- James G. Kirk Vice President and Secretary SIGNATURE After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Amendment to the Tender Offer Statement is true, complete and correct. Dated: December 3, 1998 INTERNATIONAL TECHNOLOGY CORPORATION By /s/ James G. Kirk ----------------- James G. Kirk Vice President, General Counsel and Secretary 3 EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(9) Press release, dated December 3, 1998. 4 EX-99.(A)(9) 2 PRESS RELEASE EXHIBIT (a)(9) [Letterhead of The IT Group, Inc.] NEWS RELEASE Release Date: FOR IMMEDIATE RELEASE Investor Contact: RICHARD R. CONTE (412) 372-7701 Media Contact: WILLIAM L. MULVEY (202) 682-1147 THE IT GROUP COMPLETES TENDER OFFER FOR FLUOR DANIEL GTI, INC. ANNOUNCES PROMPT MERGER PITTSBURGH, PENNSYLVANIA -- DECEMBER 3, 1998 -- The IT Group, Inc. (NYSE: ITX) today announced the completion of its tender offer for all of the issued and outstanding shares (the "Shares") of common stock of Fluor Daniel GTI, Inc. (NASDAQ: FDGT). The tender offer expired at 12:00 Midnight, New York City time, on Wednesday, December 2, 1998. Pursuant to the cash tender offer, Tiger Acquisition Corporation ("Tiger"), a wholly owned subsidiary of The IT Group, has accepted for payment all of the tendered Shares (approximately 95% of the outstanding shares of Fluor Daniel GTI were tendered) and has instructed the depositary for the offer to pay promptly for such Shares at the purchase price of $8.25 per Share in cash. Pursuant to the related Agreement and Plan of Merger, dated October 27, 1998, The IT Group announced that it intends to complete today the merger of Tiger with and into Fluor Daniel GTI, with Fluor Daniel GTI continuing as the surviving corporation. As a result of the merger, Fluor Daniel GTI will change its name to Groundwater Technology, Inc. and will be a wholly owned subsidiary of The IT Group, Inc. Anthony J. DeLuca, chief executive officer and president of The IT Group, said, "Our integration planning is virtually complete and we are confident that we will achieve our projected synergy target of $10 million as we rapidly implement our plans." The IT Group is a leading diversified services company offering a full range of consulting, facilities management, engineering & construction and remedial services. The IT Group's common stock and depositary shares are traded on the New York Stock Exchange under the symbols ITX and ITXpr, respectively. Statements of the Company's or management's intentions, beliefs, expectations or predictions for the future, denoted by words "anticipate," "believe" and similar expressions (including confidence) are forward-looking statements that reflect the current views of the Company and its management about future events and are subject to certain risks, uncertainties, and assumptions. The Company's actual results could differ materially from those projected in such forward- looking statements. 2 -----END PRIVACY-ENHANCED MESSAGE-----