-----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, DsKLu7Fhb/KZjDLshdhc3kQ5Mv2leiVW8fFDq9+EopVD4jvkg81PTC+7aK5CI1Dp DL+807grFpT4CqZnc0T3aA== 0000950129-01-000237.txt : 20010123 0000950129-01-000237.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950129-01-000237 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010115 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERITAS DGC INC CENTRAL INDEX KEY: 0000028866 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 760343152 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07427 FILM NUMBER: 1510957 BUSINESS ADDRESS: STREET 1: 3701 KIRBY DR STREET 2: STE 112 CITY: HOUSTON STATE: TX ZIP: 77098 BUSINESS PHONE: 7135128300 MAIL ADDRESS: STREET 1: 3701 KIRBY DRIVE SUITE 112 CITY: HOUSTON STATE: TX ZIP: 77098 FORMER COMPANY: FORMER CONFORMED NAME: DIGICON INC DATE OF NAME CHANGE: 19920703 8-K 1 h83394e8-k.txt VERITAS DGC INC. - DATED JANUARY 15,2001 1 ================================================================================ 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): January 15, 2001 VERITAS DGC INC. (Exact name of registrant as specified in charter) DELAWARE 1-7427 76-0343152 (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
10300 TOWN PARK DRIVE HOUSTON, TEXAS 77072 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (832) 351-8300 ================================================================================ 2 ITEM 5. OTHER EVENTS. On January 15, 2001, Veritas DGC Inc., a Delaware corporation ("Veritas"), entered into an Agreement and Plan of Merger with Reservoir Characterization Research and Consulting, Inc., a Colorado corporation ("RC(2)"). Under the terms of the agreement, Veritas will acquire RC(2) in exchange for approximately 1,137,500 shares of Veritas common stock. Closing, which is subject to certain conditions, is expected to occur in early February 2001. A copy of the press release announcing the agreement is filed as Exhibit 99 hereto, and is hereby incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99 - Press release of Veritas dated January 16, 2001, announcing the Agreement and Plan of Merger with RC(2). Page 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VERITAS DGC INC. Dated: January 18, 2001 /s/ Anthony Tripodo -------------------------- Anthony Tripodo Executive Vice President, Chief Financial Officer and Treasurer Page 3 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 99 Press release of the Company dated January 16, 2001, announcing the Agreement and Plan of Merger with RC(2).
EX-99 2 h83394ex99.txt PRESS RELEASE - DATED JANUARY 16, 2001 1 EXHIBIT 99 [VERITAS LOGO] Veritas DGC Inc. Announces Definitive Agreement to Acquire Reservoir Characterization Research and Consulting Inc. and Outlook for 2nd Quarter Ending January 31, 2001 HOUSTON (JANUARY 16, 2001) - Veritas DGC Inc. (NYSE & TSE: VTS) and Reservoir Characterization Research and Consulting, Inc. (RC(2)), a private company headquartered in Denver, Colorado, announced today the signing of a definitive agreement to combine RC(2)'s operations with Veritas. "RC(2)'s best-in-class technology, talented people and worldwide experience are a great fit with the advanced integrated seismic data interpretation and analysis we provide through our Veritas Exploration Services business unit," said Dave Robson, chairman and CEO of Veritas. "This new addition will further enhance our capabilities and expertise in meeting the growth in demand for specialized reservoir services that improve decision-making, optimize production and reduce risk." Veritas Exploration Services offers state-of-the-art interpretation, visualization and analysis techniques to assist customers in their exploration and reservoir management efforts. In this way, Veritas becomes a technology partner with customers helping them mature prospects and develop discoveries quickly, accurately and efficiently. "We will benefit from the complementary technologies and global reach Veritas provides in seismic acquisition, processing and data library," said William Bashore, RC(2)'s president. "Combined, our two organizations will offer the most complete line of services available from any one company in the reservoir characterization market, which includes well correlation, geological modeling, seismic inversion, reservoir simulation and project development, petrophysics, AVO and visualization." 2 Under the terms of the agreement, valued at approximately US $33 million, Veritas will acquire 100% of RC(2) in exchange for approximately 1,137,500 Veritas shares. Closing, which is subject to certain conditions, is expected to occur in early February 2001. SECOND QUARTER EARNINGS OUTLOOK Industry fundamentals continue to strengthen and will positively impact Veritas' financial results for the second quarter ending January 31, 2001. "We are comfortable with the consensus estimate of $0.20 for our current quarter," said Anthony Tripodo, executive vice president and CFO. "Although this transaction will have a slight dilutive impact in the short term, the technology is critical to developing the growing market for reservoir services." Because the transaction is currently scheduled to close in February 2001, it will not impact second quarter results. Veritas DGC Inc. cautions that statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements as to expectations, beliefs and future financial performance, such as statements regarding its business prospects. All of these are subject to certain risks, uncertainties and assumptions. These risks and assumptions are more fully described in reports filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material respect from those currently anticipated. Such factors include, but are not limited to: o Expectations for commodity prices and their influence on levels of capital spending by oil and gas companies o The impact of weak demand and/or technological obsolescence on our multi-client data library and other aspects of our business o The intense competition we experience o Our high fixed cost structure o Quarter to quarter result fluctuations o Our ability to attract and retain key personnel o Currency fluctuations and other risks of operating in foreign venues o The hazardous conditions attendant to many of our operations Veritas DGC Inc., headquartered in Houston, Texas, is a leading provider of integrated geophysical and geological services to the petroleum industry worldwide. For additional information, please contact: At Veritas DGC Inc., (832) 351-8821 Mindy Ingle, Investor Relations Administrator Anthony Tripodo, Executive Vice President, Chief Financial Officer & Treasurer Rene VandenBrand, Vice President, Business Development At Reservoir Characterization Research and Consulting Inc., (303) 749-7900 William Bashore, President Udo Araktingi, Executive Vice President ### -----END PRIVACY-ENHANCED MESSAGE-----